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HomeMy Public PortalAbout09-7427 Aramark Uniform Sponsored by: City Manager RESOLUTION NO. 0 9-7 4 2 7 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, ACCEPTING THE OFFER PRESENTED BY ARAMARK UNIFORM & CAREER APPAREL, LLC TO PURCHASE THE CITY OWNED RIGHT-OF-WAY LOCATED IMMEDIATELY TO THE SOUTH-EAST OF THE INTERSECTION BETWEEN VETERANS WAY AND DOUGLAS ROAD, IN THE AMOUNT OF FORTY THOUSAND DOLLARS ($40,000.00); FURTHER AUTHORIZING THE CITY MANAGER TO ENTER INTO AND EXECUTE A PURCHASE AND SALE AGREEMENT FOR SAID PROPERTY, IN A CONTRACT FORM ACCEPTABLE TO THE CITY ATTORNEY WHEREAS, ARAMARK Uniform & Career Apparel, LLC ("ARAMARK") has a long standing 40-year history in the City of Opa-locka("City"); and WHEREAS, ARAMARK is one of the best corporate citizens in the City of Opa-locka, and is the second-largest employer in the City employing fifty-two (52) local residents, and WHEREAS, on August 22, 2008, ARAMARK submitted an offer to purchase a city- owned 9,600 square foot parcel along the right-of-way area Southeast of the Intersection between Veterans Way and Douglas Road as part of a long-term expansion project; and WHEREAS, ARAMARK has offered to purchase the 9,600 square foot parcel at appraised fair-market-value in the amount of Forty Thousand Dollars ($40,000), and the company is willing to pay the total amount of the purchase price in one lump sum following execution of the appropriate paperwork; and WHEREAS, the City Commission of the City of Opa-locka desires to accept the offer from ARAMARK to purchase the 9,600 square foot parcel owned by the City. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Resolution No. 0 9—7 4 2 7 Section 1. The recitals to the preamble are hereby incorporated by reference. Section 2. The City Commission of the City of Opa-locka hereby accepts the offer presented by ARAMARK Uniform & Career Apparel, LLC (ARAMARK) to purchase the City- owned 9,600 square foot parcel located immediately to the South-East of the intersection between Veterans Way and Douglas Road in the amount of Forty Thousand Dollars and Zero Cents ($40,000). Section 3. The City Commission of the City of Opa-locka hereby authorizes the City Manager to enter into and execute an Agreement for the purchase and sale of the 9,600 square foot parcel between the City and ARAMARK, in a contract form acceptable to the City Attorney. Section 4. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 11 day of FEBRUARY , 2009. ! . ' 'HL. :EY MAYOR Attest: Approved as to form and legal sufficiency: Deborah '.. Irby Burnadette Norris-Weeks City Clerk City Attorney Moved by: JOHNSON Seconded by: HOLMES Commission Vote: 4-0 Commissioner Holmes: YES Commissioner Johnson: YES Commissioner Tydus: YES Vice-Mayor Taylor: NOT PRESENT Mayor Kelley: YES OQLOCkq p a `.9 `Q u URAtE Memorandum TO: Mayor Joseph L. Kelley Vice-Mayor Myra L. Taylor Commissioner Timothy Holmes Commissioner Dorothy Johnson Commissioner Rose Tydus FROM: Bryan 5,-.... Interim City Manager DATE: January 22,2009 RE: ARAMARK LAND PURCHASE Request: APPROVAL OF A RESOLUTION TO AUTHORIZE THE CITY MANAGER TO SELL THE RIGHT-OF-WAY LOCATED IMMEDIATELY TO THE SOUTH OF THE INTERSECTION BETWEEN VETERANS WAY AND DOUGLAS ROAD TO ARAMARK UNIFORM & CAREER APPAREL, LLC FOR FORTY THOUSAND DOLLARS ($40,000). Description: On August 22, 2008 ARAMAR, LLC submitted an offer to purchase a city-owned parcel along the South of the Intersection between Veterans Way and Douglas Road. ARAMARK, LLC proposes to purchase the 9,600 Square Foot property at fair-market-value for Forty Thousand Dollars ($40,000). If approved, the company shall pay the total amount in one lump sum following execution of the appropriate paperwork. Financial Impact: This Item has a positive fiscal impact of$40,000. Implementation Time Line: Immediately Legislative History: Resolution No. 08-7259 Recommendation(s): Staff recommends approval. Analysis: This recommendation is based on ARAMARK, LLC's long standing history as the City's second largest employer and the limited current and future use of the land by the City. If approved, the agreement shall include an easement for utilities currently located on the property and a restriction prohibiting development on the property. Staff does not have an alternative use of the property currently or in the foreseeable future. ATTACHMENT(S): 1. Resolution 2. Letters Dated January 9th & August 22nd 2008 3. Purchase & Sale Agreement 4. GIS Map of Property PREPARED BY: Octavien Spanner END OF MEMORANDUM KURT R ZIMMERMAN ASSISTANT GENERAL COUNSEL ARAMARK Uniform d,Career Apparel,LLC January 9, 2009 Via FedEx Overnight Delivery Octavian Spanner Director of Planning and Zoning Opa-Locka City Hall 780 Fisherman Street, 4th Floor Opa-Locka, Florida 33054 Re: Approximately 9,600 Square Foot Triangular-Shaped Parcel of Vacant Land Located Immediately to the South of the Intersection Between Ali Baba Avenue and Douglas Road Dear Mr. Spanner: As you requested,please find enclosed: ARAMARK Uniform& Career Apparel's letter dated August 22, 2008, offering to purchase the above-referenced parcel from the City of Opa-Locka; a proposed purchase agreement; and an appraisal report prepared by an MAI appraiser. As you may recall,the MAI appraiser determined that the parcel's fair market value was $40,000. ARAMARK remains interested in purchasing the parcel for that amount,pursuant to the other terms outlined in that letter dated August 22, 2008, and subject to a mutually agreeable purchase agreement. Would you please let me know if the City is willing to proceed with the sale of the parcel at your earliest convenience? Thank you for your attention. Very truly yours, A/tvl 2 Kurt F. Zimme Assistant Genera Counsel KFZ/ycr Enclosures 115 NORTH FIRST STREET BURBANK,CA 91502 818 953 4534 FAx 818 973 3793 kurtzimmerman@uniformaramark.com KURT F.ZIMMERMAN sJ ASSISTANT GkNEM 1N I C(ASE7 �k�-.�.-,� ��(6 • Uniform d Career Apparel,LLC August 22, 2008 VIA FEDEX OVERNIGHT MAIL Ms. Jannie R. Beverly, City Manager Opa-Locka City Hall 780 Fisherman Street, Suite 335 Opa-Locka,Florida 33054 RE: Purchase of Parcel from City of Opa-Locka Dear Ms. Beverly: I am writing on behalf of ARAMARK Uniform& Career Apparel,LLC ("ARAMARK"). ARAMARK was pleased to learn during our recent conference call that the City of Opa-Locka would consider selling to ARAMARK the approximately 9,600 square foot triangular-shaped parcel of vacant land located immediately to the south of the intersection between All Baba Avenue and Douglas Road. A map of the parcel is attached to this letter as Exhibit"A." ARAMARK understands that its acquisition of the parcel is conditioned upon ARAMARK agreeing to add certain improvements to the parcel (such as sidewalk,curb and gutter, and storm water drainage) in conjunction with ARAMARK's intended redevelopment of ARAMARK's Iand adjacent to the parcel. ARAMARK proposes to grant an easement to the City for the maintenance of the water lines existing under the parcel, so long as ARAMARK can improve the surface of the parcel as part of the redevelopment. ARAMARK also understands that the City will agree to ARAMARK's request to pave over the existing water line easement on ARAMARK's plant property, subject to ARAMARK's agreement to certain hold harmless and indemnification provisions. ARAMARK has taken the liberty of preparing a proposed Agreement of Purchase and Sale(Agreement),which is attached to this letter as Exhibit`B." The description of ARAMARK's obligation to improve the triangular parcel is in Section 3.22 of the attached Agreement. ARAMARK's commitment to grant an easement for the water lines under the Parcel is in Section 3.23 of the enclosed Agreement. Finally,the provisions regarding paving over the water line easement are contained in Section 3.24 of the enclosed Agreement. 115 NORTH FIRST STREET BURBANK,CA 91502 818 953 4534 FAX 818 973 3793 kurt.zimmerman@uniform.aramark.corn Ms. Jannie R. Beverly August 22,2008 Page Two To facilitate the proposed sale, ARAMARK commissioned a State Certified Real Estate Appraiser and Member of the Appraisal Institute to appraise the parcel and ensure that Opa-Locka would receive fair market value. In compliance with the Standards of Practice and Code of Ethics of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice, he determined the parcel's fair market value is forty thousand dollars ($40,000). A copy of that appraisal is attached hereto as Exhibit"C." As you know,the value of commercial property throughout the United States and in the greater-Miami area continues to decline.Next year,the fair market value of the parcel could be much less than $40,000. Accordingly, as courtesy to Opa-Locka, ARAMARK is willing to purchase this property on an expedited basis and pay the $40,000 in one lump sum following execution of the appropriate paperwork. Please review the Agreement and let me know if you have questions or concerns. You may contact me at(818) 953-4534. ARAMARK is pleased that it can be a part of the enhancement and beautification of this area of Ali Baba Avenue by improving the triangular parcel. Very truly yours, Kurt Zim an Assistant General Counsel Enclosures: Map of 8,700 Square-Foot Triangular Parcel Proposed Agreement of Purchase and Sale and Escrow Instructions Appraisal of parcel Exhibit "A" i N 86'88 • Ty 1 — NOISN2IX3 aH S t C a O 5 al r :;,, . 4 tY , , . . ,,,..::-. ,.........-- .,, L r ,,,____ . . . ....., ...:.„ . ,_ ........,...._....... , ....., , i'(.1 • \ , ' \2. ,. ., -37 ‘........2, yY r \ \,\ 'Ca°. 18- . , ,.... ..\ oria 1:5) 1 i CX ', -4' t 1 �`•. \-,::: , r,,s Y= g • c \. r • ...*:\,\. \\ i • Exhibit "B" AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS FOR REAL ESTATE IN THE CITY OF OPA-LOCKA, FLORIDA QBN4ADA76583.4 TABLE OF CONTENTS Article 1. DEFINITIONS 1 1.1 Intentionally omitted 1 1.2 Closing 1 1.3 Closing Date 1.4 Closing Date Deadline 1.5 Deed 1 1.6 Deposit 1.7 Due Diligence Approval Date 1.8 Effective Date 1 1.9 Environmental Laws 2 1.10 Escrow Agent 2 1.1I Escrow 2 1.12 Hazardous Materials 2 1.l 3 Improvements 2 1.14 Indemnified Parties 2 1.15 Independent Contract Consideration 2 1.16 Land 2 1.17 Laws 2 1.18 Lien 3 1.19 Parties and Party 3 1.20 Permitted Exceptions 3 1.21 Intentionally omitted 3 1.22 Property 3 l.23 Purchase Price 3 1.24 Real Property 3 1.25 Title Company 3 1.26 Title Policy 3 1.27 Title Report 3 1.28 Other Definitions 3 Article 2. COVENANT OF PURCHASE AND SALE AND INSTRUCTIONS TO ESCROW AGENT 4 2.1 Purchase Price 4 2.1.1 Deposit 4 2.1.1.1 Amount of Deposit 4 2.1.1.2 Intentionally omitted 4 2.1.1.3 Application of Deposit 4 2.1.2 Balance of the Purchase Price 4 2.1.3 Independent Contract Consideration 4 2.2 Escrow Deposits By Seller 5 2.3 Removal of Liens 5 2.4 Due Diligence Investigation;Termination 5 2.5 Prorations and Credits 5 2.5.1 Prorated Items 5 2.5.1.1 Taxes 5 2.5.1.2 Other Expenses 5 2.5.2 Credits 5 2.5.3 Determination of Prorations and Credits 5 2.5.4 Utility Charges 5 2.6 Closing Costs 6 2.6.1 Allocation of Closing Costs 6 2.6.2 Settlement Statement 6 2.7 Closing 6 QBMAD 476583.4 i 2.7.1 Time and Place 6 2.7.2 Closing Instructions 6 2.8 Supplemental Escrow Agreement 7 Article 3. FURTHER AGREEMENTS BETWEEN BUYER AND SELLER 7 3.1 Items Delivered Outside of Escrow 7 3.2 Warranties,Representations and Covenants 7 3.2.1 By Seller 7 3.2.2 By Buyer 9 3.2.3 Survival 9 3.3 Conditions to Buyer's Obligation .... 9 3.3.1 Performance of Covenants 10 3.3.2 Accuracy of Warranties and Representations 10 3.3.3 Satisfactory Title 10 3.4 Conditions to Seller's Obligation I O 3.4.1 Performance of Buyer's Obligations 10 3.4.2 Accuracy of Warranties and Representations 10 3.5 Indemnities 10 3.5.1 Breach of Representation, Warranty or Covenant 10 3.5.2 Buyer's Indemnity for Buyer's Activities on the Real Property 10 3.5.3 Other Third Party Claims 10 3.5.4 Survival 11 3.6 Damage,Destruction or Condemnation.... 11 3.7 Assignment by Buyer 1 1 3.8 Termination 11 3.8.1 By Buyer 11 3.8.2 By Seller 11 3.8.3 Effect of Termination 12 3.9 Intentionally omitted 12 3.10 Enforcement Costs 12 3.11 Notices 12 3.12 Binding Effect; Survival 13 3.13 Entire Agreement; Modification 13 3.14 Captions 13 3.15 Interpretation 13 3.16 Mutual Cooperation; Further Assurances 13 3.17 Exhibits 13 3.18 Counterparts 13 3.19 Governing Law 14 3.20 Signer's Warranty 14 3.21 LIQUIDATED DAMAGES 14 3.22 Buyer's Post-Closing Obligations 14 3.23 Retained Easement 14 3.24 Easement Amendment 14 Exhibits Exhibit A Description of Land Exhibit B Depiction of Water Line Easement QBMAD,47(583.4 li AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS THIS AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS (this "Agreement') is made as of , 2008, by and between the CITY OF OPA-LOCKA, FLORIDA, a Florida municipal corporation ("Seller"), and ARAMARK UNIFORM & CAREER APPAREL,LLC, a Delaware limited liability company,or its nominee("Buyer"). Article 1 of this Agreement consists of certain definitions used throughout this Agreement. Article 2 of this Agreement constitutes instructions to Escrow Agent (defined below), as well as agreements between Buyer and Seller. Article 3 of this Agreement consists of further agreements between Buyer and Seller, with which Escrow Agent need not be concerned (except as otherwise directed in Article 2), Escrow Agent may rely entirely on the instructions contained in Article 2 hereof; however, as between Buyer and Seller, the provisions of Article 3 hereof shall control if there is any inconsistency between those provisions and the instructions in Article 2 hereof. NOW, in consideration of the mutual covenants and conditions contained herein, Seller and Buyer hereby agree as follows: ARTICLE 1. DEFINITIONS The following terms, wherever used in this Agreement, shall have the respective meanings set forth below: 1.1 Intentionally omitted. 1.2 Closing. "Closing-means the recordation of the Deed in the official land records of the county in which the Real Property is located, concurrently with the delivery of the Purchase Price to Seller. 1.3 Closing Date. "Closing Date""means the date upon which Closing occurs. 1.4 Closing Date Deadline. "Closing Date Deadline" means 15 days after the Due Diligence Approval Date. 1.5 Deed. "Deed" means a general warranty deed conveying the Real Property to Buyer subject only to Permitted Exceptions. 1.6 Deposit. "Deposit" has the meaning specified in Section 2.1.1. 1.7 Due Diligence Approval Date. "Due Diligence Approval Date" means the date which is 30 days after the Effective Date. 1.$ Effective Date. "Effective Date' means the date on which Escrow Agent receives a fully-executed copy of this Agreement and delivers written notice thereof to Seller and Buyer. QBMAD 4765514 1 1.9 Environmental Laws. "Environmental Laws" means any and all current or future statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations, or any other requirements of governmental authorities relating to (i)environmental matters. (ii)the generation, use, storage, transportation or disposal of Hazardous Materials, or (iii)occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to the Property. 1.10 Escrow Agent. "Escrow Agent" means the Title Company, acting through its escrow office located at (Attention: 1.11 Escrow. "Escrow" means the escrow established by and pursuant to this Agreement, with Escrow Agent, for purposes of consummating the sale and purchase of the Property in accordance with this Agreement. 1.12 Hazardous Materials. "Hazardous Materials" "Hazardous Materials" means (i)any chemical. material or substance at any time defined as or included in the definition of "hazardous substances". "hazardous wastes". "hazardous materials "extremely hazardous waste". "acutely hazardous waste". "radioactive waste". "biohazardous waste, "pollutant". "toxic pollutant". "contaminant", "restricted hazardous waste". "infectious waste". "toxic substances", or any other term or - expression intended to define, list or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignllability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import under any applicable Environmental Laws); (ii)any oil, petroleum, petroleum fraction or petroleum derived substance; (iii)any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (iv)any flammable substances or explosives; (v) any radioactive materials; (vi) any asbestos-containing materials; (vii)urea formaldehyde foam insulation; (viii) electrical equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (ix)pesticides; and (x) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or which may or could pose a hazard to the health and safety of the owners, occupants or any persons in the vicinity of any location of the Property or to the indoor or outdoor environment. 1.13 Improvements. "Improvements" means all of'the improvements and fixtures on the Land, if any. 1.14 Indemnified Parties. "Indemnified Parties" means the Party benefiting from an indemnity and such Party's shareholders, constituent partners and members. directors, officers, affiliates. employees. managers, agents, successors and assigns. 1.15 Independent Contract Consideration. "Independent Contract Consideration" has the meaning specified in Section 2.1.3. 1.16 Land. "Land" means the approximately 8,700 square foot parcel of real estate legally described in Exhibit A hereto, together with all appurtenant rights (including, without limitation, rights in and to adjoining streets, rights-of-way and strips and gores, water and riparian rights, rights to light and air and easements). 1.17 Laws. "Laws" means any and all (i)constitutions, statutes, ordinances, rules, regulations, orders, rulings or decrees of the United States or of the state, county or any municipality in which the Property is located, or any authority, agency, division, district, court or other authority thereof, (ii)agreements with or covenants or commitments to any government agency or other authority which are binding upon Seller or any of the Property (including, without limitation, any requirements or conditions QBMAD476553.4 2 for the use or enjoyment of any license,permit, approval, authorization or consent legally required for the operation of the Property).and(iii)recorded covenants,conditions and restrictions affecting the Land. 1.18 Lien. "Lien" means any mortgage, deed of trust or other consensual lien. mechanic's or any materialman's lien,judgment lien. lien for delinquent real property taxes or assessments. other tax and statutory lien (other than the lien for non-delinquent real estate taxes and assessments or a lien arising out of activity of Buyer with regard to the Property). 1.19 Parties and Party. "Parties" means Buyer and Seller together and "Part" may mean either Buyer or Seller, as the case may be. 1.20 Permitted Exceptions. '`Permitted Exceptions" means (i) Iiens for real property taxes and assessments for the current year, not yet delinquent, other than liens for special improvement bond assessments, (ii)liens or encumbrances arising out of any activity of Buyer with respect to the Property and (iii)any other matter expressly approved by Buyer in writing. 1.21 Intentionally omitted. 1.22 Property. "Property" means the Real Property and any and all permits. licenses. certificates and approvals relating thereto. 1.23 Purchase Price. "Purchase Price" means the purchase price being paid by Buyer to Seller for the Property, as specified in Section 2.1. 1.24 Real Property. "Real Property" means the Land and the Improvements together. 1.25 Title Company. "Title Company" means located at (Attention: ). 1.26 Title Policy. "Title Policy" means an ALTA (Form B - 1970 or its local equivalent) extended coverage owner's policy of title insurance in the full amount of the Purchase Price, insuring fee title to the Real Property in Buyer subject only to Permitted Exceptions. 1.27 Title Report. "Title Report' means a preliminary title report or title commitment with respect to the Real Property, issued by the Title Company as of a date no earlier than 15 days prior to the Effective Date. 1.28 Other Definitions. Terms defined in any other part of this Agreement shall have the defined meanings wherever capitalized herein. As used in this Agreement, the terms "herein," "hereof' and "hereunder"refer to this Agreement in its entirety and are not limited to any specific sections; and the term"person"means any natural person, other legal entity, or combination of natural persons and/or other legal entities acting as a unit. Wherever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular, and pronouns of certain genders shall be deemed to refer to either or both of the other genders. ARTICLE 2. COVENANT OF PURCHASE AND SALE AND INSTRUCTIONS TO ESCROW AGENT In accordance with and subject to the terms and conditions of this Agreement, Seller shall sell and convey the Property to Buyer, and Buyer shall purchase and accept the Property from Seller, for the Purchase Price. No later than five business days after this Agreement is fully-executed,Buyer shall open Escrow by delivery of a fully-executed copy of this Agreement to Escrow Agent, who shall confirm the QBMAD476583.4 3 Effective Date by written notice to Seller and Buyer and evidence its agreement to act as Escrow Agent hereunder by countersigning and delivering to each Party a copy of this Agreement. In connection with the administration of Escrow and Closing, Buyer and Seller hereby agree, and advise and instruct Escrow Agent, as follows: 2.1 Purchase Price. The Purchase Price for the Property shall be forty thousand dollars (540,000.00),which shall be payable as provided below. 2.1.1 Deposit. 2.1.1.1 Amount of Deposit. Concurrently with the opening of Escrow, Buyer shall deliver into Escrow the sum of$2,000.00.as a good faith deposit (the"Deposit"). 2.1.1.2 Intentionally omitted. 2.1.1.3 Application of Deposit. If Buyer, due solely to Buyer's breach of its obligations under this Agreement, fails to purchase the Property, Seller upon termination of this Agreement shall be entitled to retain the Deposit (together with all interest earned thereon after the Closing Date Deadline) as liquidated damages, in accordance with Section 3.2I (with which Escrow Agent need not otherwise be concerned). In all other circumstances, the Deposit (and interest earned thereon) shall remain the properly of Buyer. At Closing, the Deposit, together with interest earned on the Deposit, shall be applied against the Purchase Price. 2.1.2 Balance of the Purchase Price (and Other Funds Required for Closing). On or before the Closing Date Deadline, provided all other conditions to Buyer's obligations (other than issuance of the Title Policy) are then satisfied. Buyer shall deposit in Escrow current funds in an amount equal to the Purchase Price. plus Buyer's share of Closing costs under Section 2.6 minus the amount of the Deposit, and plus or minus (as the case may be) the net proration credit to Seller or Buyer under Section 2.5. 2.1.3 Independent Contract Consideration. Seller hereby acknowledges that it has received from Buyer $I00.00 (the "Independent Consideration"). the sum of which the Parties have bargained for and agreed to as consideration for Seller's execution and delivery of this Agreement: it being agreed that the Independent Consideration is non-refundable, shall be retained by Seller notwithstanding any other provision of this Agreement and that in the event this Agreement is ever construed as or deemed to be an option agreement. Seller hereby agrees that any such option granted to Buyer is supported by the Independent Consideration and is,therefore. irrevocable by Seller. 2.2 Escrow Deposits By Seller. At least two business days prior to the Closing Date Deadline, Seller shall deposit or cause to be deposited in Escrow (with a copy to Buyer): (i)the Deed:(ii) affidavits, agreements, documents, indemnities or information required by the Title Company in connection with its issuance of the Title Policy; and (iii) such other documents as the Title Company may reasonably require to effect Closing (but without materially increasing Seller's obligations. liabilities or expenses hereunder). Each of the documents specified in this Section 2.2 ("Seller's Closing Documents") shall have been duly executed and, if appropriate,acknowledged, by Seller. 2.3 Removal of Liens. Notwithstanding any other provision hereof, Seller shall obtain the full reconveyance, release or other discharge, of record, of all Liens at or prior to Closing and shall convey the Real Property to Buyer free of any Lien. 2.4 Due Diligence Investigation; Termination. This Agreement shall automatically terminate at 6:00 p.m. Pacific Time on the Due Diligence Approval Date unless, by no later than 6:00 p.ni. Pacific Time on the Due Diligence Approval Date (or such later date as Seller may allow), Buyer QBMAD 47 553.4 4 gives Seller written notice that Buyer has determined that the Property is suitable for Buyer's purposes (including, without limitation, that the title to the Property, the structural integrity, the physical condition of the Property and its zoning and other land use restrictions are satisfactory). Unless Buyer delivers to Seller written notice of termination, if this Agreement automatically terminates pursuant to the preceding sentence of this Section 2.4, Seller shall deliver written notice to Buyer, and Buyer shall then have the right to approve the suitability of the Property and revive this Agreement by delivering written notice to Seller within five Business Days of receiving Seller's notice, in which event this Agreement shall be reinstated as if it never terminated. 2.5 Prorations and Credits. 2.5.1 Prorated Items. The following items shall be prorated between Seller and Buyer as of 12:00:01 a.m.. local time where the Property is located, on the Closing Date: 2.5.1.1 Taxes. All real estate taxes and assessments (including, without limitation. the current year's installment of any bond assessment, but excluding special improvement bond assessments)and all personal property taxes with respect to the Property. 2.5.1.2 Other Expenses. .All other periodic charges attributable to the Property, except debt service and insurance premiums. 2.5.2 Credits. Seller shall receive a credit for all utility and other deposits outstanding with respect to the Property the rights to which are effectively assigned to Buyer at Closing. 2.5.3 Determination of Prorations and Credits. The prorations and credits provided for in this Section 2.5 shall be effected through Escrow, based upon: (i)in the case of real estate taxes and assessments, the most recent available tax bill for the Real Property, which Escrow Agent shall obtain; and (ii) in the case of all other prorations and credits, information supplied by Buyer and Seller to Escrow Agent at least five business days prior to the Closing Date Deadline. After taking all such prorations and credits into account, the net amount owing to Seller or Buyer(as the case may be) shall be added to or deducted from the proceeds of the Purchase Price payable to Seller at Closing. 2.5.4 Utility Charges. Notwithstanding any other provision hereof, use charges for any utility serving the Property shall be prorated only if Seller and Buyer are unable to arrange for a final billing to Seller through the day preceding Closing, without inten-uption of such utility service. The Parties shall cooperate, each using reasonable efforts, to make such arrangements for each utility serving the Property. 2.6 Closing Costs. 2.6.1 Allocation of Closing Costs. Closing costs shall be allocated between Buyer and Seller as follows: (i) Seller shall pay all realty transfer taxes, stamp or documentary taxes with respect to the Deed and the conveyance of the Real Property. (ii) Buyer shall pay: (A)all charges for the Title Report and the Title Policy; (B) recording charges for the Deed; (C) any charge for endorsements to the Title Policy required by Buyer; (D) the cost of Buyer's environmental reports and assessments: and (E) Escrow Agent's fees and expenses for administering Escrow. QBMAD47658.14 5 Each Party shall pay the fees and expenses of its attorneys and other consultants. Any other charges and expenses incuiTed by Escrow Agent in effecting Closing shall be allocated between the Parties in accordance with the custom of the county in which the Real Property is located. 2.6.2 Settlement Statement. At least three business days prior to the Closing Date Deadline, Escrow Agent shall prepare and submit to each of Buyer and Seller a preliminary Closing settlement statement (the "Settlement Statement"). showing the Parties' respective amounts of Closing costs, the Deposit balance (including interest earned to such date), the net credit due to Seller or Buyer under Section 2.5 and the net amount of funds required to he deposited by Buyer in order to effect Closing hereunder. 2.7 Closing. 2.7.1 Time and Place. Closing shall take place at the Escrow Agent's offices, as soon as the conditions specified in clauses (i) through (iv) of Section 2.7.2 are satisfied. If Escrow Agent is unable to close Escrow by the Closing Dale Deadline in compliance with Section 2.7.2. Escrow Agent shall hold Escrow open and effect Closing as soon as it is able to do so in compliance with such provision, unless Escrow Agent receives written demand from either Buyer or Seller for cancellation of Escrow. 2.7.2 Closing Instructions. As soon as: (i) Seller has delivered into Escrow Seller's Closing Documents and Buyer has approved each of the same as satisfying the requirements of this Agreement; (ii) Buyer has delivered into Escrow the funds required to effect Closing hereunder: (iii) Each of Buyer and Seller have approved in writing the Settlement Statement;and (iv) the Title Company is irrevocably committed to issue the Title Policy to Buyer. insuring Buyer's title to the Real Property subject only to Permitted Exceptions: Escrow Agent shall cause the Title Company to record the Deed and issue the Title Policy and shall then close Escrow by: (v) Disbursing the funds in Escrow as follows: (A) To Seller, the amount of the Purchase Price, minus (1)the net credit, if any,to Buyer under Section 2.5 and (ii) Seller's share of Closing costs: and (B) To Buyer, any funds remaining in Escrow after the disbursement to Seller and payment of all of the Closing costs; and (vi) Delivering to Buyer the Title Policy, a copy of the Deed as recorded, showing the recording data thereon. and the rest of the Seller's Closing Documents. 2.8 Supplemental Escrow Agreement. Buyer and Seller shall execute such supplemental escrow instructions or supplemental escrow agreement as Escrow Agent may reasonably request, provided the provisions of such supplemental instructions or agreement do not materially conflict with the provisions of this Agreement. In the event of any conflict between this Agreement and such supplemental instructions or agreement, this Agreement shall control. QBMAD476583.4 6 ARTICLE 3. FURTHER AGREEMENTS BETWEEN BUYER AND SELLER (OF NO CONCERN TO ESCROW AGENT EXCEPT AS EXPRESSLY REFERENCED IN ARTICLES 1 OR 2) 3.1 Items Delivered Outside of Escrow. Buyer shall be responsible for obtaining the Title Report. 3.2 Warranties, Representations and Covenants. 3.2.1 By Seller. Seller hereby warrants, represents and/or covenants to Buyer that: (i) Seller has full right and power to convey the Real Property in accordance with this Agreement. (ii) Nothing in the current condition, occupancy or use of the Property violates or will require correction under any applicable Law and there are no pending inquiries or complaints, proceedings or investigations by any government agency charging or considering whether the Improvements, or the continued use occupancy, operation or maintenance of the Property, violates any applicable Law. (iii) 'There does not exist with respect to the Real Property any lease, license, concession agreement, other right of third party occupancy, unrecorded easement or other unrecorded agreement of whatever nature made or alleged to have been made by Seller or made or alleged to have been made by any predecessor in interest or title to Seller, which would or purport to bind the Real Property after Seller's conveyance thereof or v.'ould or purport to bind any successor of Seller in interest or title to the Real Property. (iv) Intentionally omitted. (v) There are no lawsuits pending and served against Seller or otherwise pending or threatened whose outcome could adversely affect title to or the use, occupancy or operation of the Property or Seller's ability to convey any of the Property to Buyer under this Agreement (including, without limitation, actions for condemnation). (vi) Seller has not engaged or dealt with any broker, finder or similar agent in connection with the transactions contemplated by this Agreement. (vii) All documents furnished by Seiler to Buyer prior to the Parties' execution and delivery of this Agreement or pursuant to the provisions of this Agreement, are,or will be, to the extent available to Seller, originals or true and complete copies of the originals of such documents. (viii) The Improvements are structurally sound and free of all material defects. (ix) Seller is a municipal corporation duly formed, validly existing and in good standing under the laws of the state of Florida; has Ml power to enter into this Agreement and to fulfill its obligations hereunder: and has caused this Agreement to be duly executed and delivered to Buyer. (x) Other than the approval of the City Commission of the City of Opa-Locka, which approval has been duly obtained and is in full force and effect, no government or third- QBMAD 4Th5$3.4 7 party approvals or consents are required for Seller's execution and delivery of or performance of its obligations under. this Agreement. Seller's execution and performance of this Agreement do not and will not violate, and are not restricted by, any other contractual obligation or any Law to which Seller is a party or by which Seller or any of the Property is bound. (xi) Neither Seller nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order(including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. (xii)Intentionally omitted. (xiii) During the period from the date hereof to Closing, Seller shall maintain the Property in good condition and state of repair and maintenance (subject to casualty damage and to normal wear and tear not materially impairing the usefulness, appearance, structural integrity or operation of the Property). • (xiv)During the period from the date hereof to Closing, Seller shall not: (A) enter into any lease license or other use or occupancy agreement with respect to the Real Property without Buyer's prior written consent, which Buyer may grant or withhold in its sole and absolute discretion; (B)enter into any service contract or other agreement affecting the Property without Buyer's prior written consent. which Buyer may grant or withhold in its sole and absolute discretion:; or (C)do anything else which would impair Seller's title to any of the Property. (xv) The Property and the operations on the Property are in compliance with all Environmental Laws. (xvi)The Property and the operations on the Property are in compliance with all pennits, certificates, approvals, licenses, and other authorizations relating to environmental matters and necessary or desirable for the business operations on the Property. (xvii) During the period from the Effective Date to Closing, Seller shall provide to Buyer. its agents. consultants and counsel. upon 24 hours prior notice (which may be by telephone or facsimile transmission), (A)access at all reasonable times to all of Seller's contracts, books and records and other documents relating to the acquisition, construction, leasing, occupancy, maintenance and repair of the Property, (B)access to all such other information regarding the Property and in Seller's possession or control (including copies of such contracts, books and records and other documents) as Buyer may reasonably request, and (C) access to the Property at all reasonable times for purposes of conducting (at Buyer's expense) any examinations. surveys and tests (including. without limitation, soil and groundwater sampling tests and borings for the presence of Hazardous Materials on or under the ground) as Buyer may reasonably require. Seller acknowledges that it is aware that Buyer, as part of its due diligence activities, may contact regulatory agencies to request public records relating to the Property or the business operated on the Property. (xviii) During the period from the date hereof to Closing, Seller shall not do or voluntarily suffer any act which would result in any of the warranties or representations contained in this Section not being materially true or correct as of Closing and, further, upon learning of QBMADA76S83 4 • any fact or condition which would cause any of such warranties and representations not to be true or correct as of Closing. Seller shall immediately give Buyer written notice of such fact or condition. 3.2.2 By Buyer. Buyer hereby warrants and represents to Seller that: (i) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization: is in good standing and qualified to do business in every other jurisdiction in which such qualification is legally required; has full power and authority to enter into this Agreement and to fulfill its obligations hereunder; has authorized the execution, delivery and performance of this Agreement by all requisite corporate action; and has caused this Agreement to be duly executed and delivered to Seller. (ii) No government or other third-party approvals or consents are required for Buyer's execution and delivery of. or performance of its obligations under, this Agreement. Buyer's execution and performance of this Agreement do not and will not violate, and are not restricted by, any other contractual obligation or applicable Law to which Buyer is a party or by which Buyer is otherwise bound. (iii) Neither Buyer nor any of its affiliates is, nor will they become, a person or entity with whom United States persons or entities are restricted from doing business .under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List)or under any statute. executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit. Threaten to Commit, or Support Terrorism). or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. (iv) There are no lawsuits pending or. to Buyer's knowledge. threatened whose outcome could adversely affect Buyer's ability to purchase the Property under this Agreement. (v) Buyer has not engaged or dealt with any broker, finder or similar agent in connection with the transaction contemplated by this Agreement. 3.2.3 Survival. Subject to Section 3.5.4, the foregoing warranties,representations and covenants (and the Parties' respective liability for any breach thereof) shall survive Closing. without limitation, and shall not be deemed to merge in the Deed. 3.3 Conditions to Buyer's Obligation. Buyer's obligation to close Escrow shall he subject to each of the following conditions: 3.3.1 Performance of Covenants. Performance by Seller of all of its covenants contained in Section 3.2.1. as well as all of Seller's other obligations under this Agreement to he performed at or before Closing. 3.3.2 Accuracy of Warranties and Representations. The accuracy in all material respects. as of Closing,of each of the warranties and representations of Seller set forth in Section 3.2.1. 3.3.3 Satisfactory Title. Buyer's approval of the condition of Seller's title to the Real Property, as provided in Section 2.4, and the issuance at Closing of the Title Policy in accordance with Section 2.7.2. QIIMAD 476583.4 9 • In the event that any of the foregoing conditions are not timely satisfied (or waived by Buyer in writing), Buyer shall have the right to terminate this Agreement by written notice of such termination to Seller and Escrow Agent. 3.4 Conditions to Seller's Obligation. Seller's obligation to close Escrow shall be subject to each of the following conditions: 3.4.1 Performance of Buyer's Obligations. Performance by Buyer of all of its obligations under this Agreement to be performed at or before Closing. 3.4.2 Accuracy of Warranties and Representations. The accuracy in all material respects,as of Closing,of each of the warranties and representations of Buyer set forth in Section 3.2.2. In the event that either of the foregoing conditions is not timely satisfied(or waived by Seller in writing). Seller shall have the right to terminate this Agreement by written notice of such termination to Buyer and Escrow Agent. 3.5 Indemnities. 3.5.1 Breach of Representation, Warranty or Covenant. Each Party shall hold harmless, indemnify and defend the other Party from and against any and all claims, liability and losses, and expenses related thereto(including reasonable attorneys' fees), which the Indemnified Party incurs by reason of a breach by the indemnifying Party of any of the warranties,representations or covenants of the indemnifying Party contained in Section 3.2. 3.5.2 Buyer's Indemnity for Buyer's Activities on the Real Property. Buyer shall hold harmless, indemnify and defend Seller from and against any and all claims, liability and losses, and expenses related thereto (including reasonable attorneys' fees), which Seller incurs by reason of any damage to the Property caused by, or any third-person claim against Seller to the extent arising out of any activity of Buyer, or any of Buyers agents,conducted on the Real Property. Buyer shall. with reasonable promptness, repair any damage caused to the Property to the extent the damage was caused by any such activity. Notwithstanding anything to the contrary contained herein, Buyer shall not have any liability to Seller under this Section 3.5.2 or otherwise for repair or replacement of any damaged portion of the Property(i) if Closing occurs (unless such repair or replacement must be made before Closing to comply with applicable Law) or(ii)unless Seller gives Buyer written notice of such damage within 30 days after the later of(A) its occurrence or(B) termination of this Agreement. 3.5.3 Other Third Party Claims. Seller shall hold harmless, indemnify and defend Buyer from and against any and all claims and liability, and expenses related thereto (including reasonable attorneys' fees). which Buyer incurs by reason of any alleged injury or damage to the person or property of another based upon an event or condition occurring (or alleged to have occurred) prior to Closing. Buyer shall hold harmless, indemnify and defend Seller from and against any and all claims and liability. and expenses related thereto (including reasonable attorneys' fees), which Seller incurs by reason of any alleged injury or damage to the person or property of another based upon an event or condition occurring (or alleged to have occurred)after Closing. 3.5.4 Survival. Except as otherwise set forth in Section 3.5.2, the provisions of and the Parties' respective obligations under. this Section 3.5 shall survive Closing or termination of this Agreement without limitation. The indemnifications contained in this Section 3.5 shall run to the benefit of the named indemnified Party and the other Indemnified Parties. 3,6 Damage,Destruction or Condemnation. If, prior to Closing, all or any material part of the Property is damaged. destroyed or taken by eminent domain (a "Casualty"), Buyer shall have the QBMAD 476553.4 10 right, at its election, either to: (i) terminate this Agreement without liability; or (ii)continue this Agreement, in which case Buyer shall be entitled to all insurance proceeds,condemnation awards or other amounts which have been paid or may thereafter be payable to Seller by any person in connection with such damage. destruction or taking ("Proceeds." including, without limitation, proceeds of rent loss or business interruption insurance, but only to the extent allocable to periods after Closing), and at Closing Seller shall pay over to Buyer the amount of any Proceeds already received by Seller and shall assign Buyer all of Seller's rights to Proceeds which may then be or thereafter become payable. For purposes of this Section,a Casualty shall be deemed to affect a material part of the Property if such Casualty results in the taking or other permanent loss of the effective use of more than thirty percent (30%) of the square feet of Land area. If a Casualty occurs fewer than 30 days before the Closing Date Deadline,Buyer shall have the right to extend the Closing Date Deadline until the 30th day after the occurrence of such Casualty in order to make the election permitted by this Section. 3.7 Assignment by Buyer. Prior to Closing, Buyer shall have the right to assign or transfer its rights under this Agreement to an affiliate of Buyer, provided that such assignee concurrently with such assignment assumes, in a written instrument delivered to Seller, all of the obligations and liabilities of Buyer hereunder. 3.8 Termination. 3.8.1 By Buyer. If Buyer has and timely exercises any right hereunder to terminate this Agreement (or if this Agreement terminates because Buyer fails to give notice of suitability as required under Section 2.4). Buyer shall be immediately entitled to the return of the Deposit and all undisbursed interest earned thereon while in Escrow and, promptly upon receiving notice of such termination, Seller shall join with Buyer in a written notice to Escrow Agent acknowledging the termination of this Agreement and instructing Escrow Agent to return the Deposit (together with all undisbursed interest earned thereon while in Escrow)to Buyer and to return every other item deposited in Escrow to the Party which deposited the same. 3.8.2 By Seller. If Seller has and exercises any right hereunder to terminate this Agreement for a breach by Buyer of its obligation to purchase the Property hereunder, promptly upon receiving notice of such termination Buyer shall join with Seller in a written notice to Escrow Agent acknowledging the termination of this Agreement and instructing the Title Company to deliver the Deposit to Seller, to disburse all interest earned on the Deposit from and after the Closing Date Deadline to Seller and all interest earned on the Deposit before the Closing Date Deadline to Buyer, and to return every other item deposited in Escrow to the Party which deposited the same. If Seller terminates this Agreement for any other reason. Seller shall promptly, upon Buyer's written request,join with Buyer in a written notice to Escrow Agent acknowledging the termination of this Agreement and instructing Escrow Agent to return the Deposit (together with all undisbursed interest earned thereon while in Escrow) to Buyer and to return every other item deposited in Escrow to the Party which deposited the same. 3.8.3 Effect of Termination. Upon any termination of this Agreement, neither Party shall have any further obligation or liability to the other hereunder except (i)any remaining obligation or liability of Buyer under Section 3.1 (for return of documents to Seller) or under Section 3.5.2 (with respect to activities of Buyer or its agents upon the Real Property), (ii) any liability which either Party may have hereunder by reason of the fact that such termination either (A)was wrongfully made by it or (B)resulted from a breach of its warranties, covenants or other obligations hereunder and (iii)any obligation under Section 3.10. 3.9 Intentionally omitted. 3.10 Enforcement Costs. Should either Party institute any action or proceeding to enforce any provision of this Agreement or for damages by reason of an alleged breach of any provision hereof; QBMADA7bM83.4 1 the prevailing Party shall be entitled to receive all costs and expenses (including reasonable attorneys' fees) incurred by such prevailing Party in connection with such action or proceeding. A "prevailing Party" includes one who dismisses an action brought under or with respect to this Agreement in exchange for the payment of the sums alleged to be due, performance of the covenants alleged to have been breached or other consideration substantially equal to that sought in such action. A Party entitled to recover costs and expenses under this Section shall also be entitled to recover al] costs and expenses (including reasonable attorneys' fees) incurred in the enforcement of any judgement or settlement obtained in such action or proceeding (and in any such judgement provision shall be made for the recovery of such post-judgement costs and expenses). 3.11 Notices. Except in the case (if any) where this Agreement expressly provides for an alternate form of communication,any notice, consent, demand or other communication to be delivered to a Party hereunder shall be deemed delivered and received when made in writing and transmitted to the applicable Party either by receipted courier service, or by the United Slates Postal Service, first class registered or certified mail, postage prepaid. return receipt requested, or by electronic facsimile transmission (‘Fax-). at the address or addresses indicated for such Party below (and/or to such other address as such Party may from time to time by written notice designate to the other): if to Seller: City of Opa-Locka 780 Fisherman Street, Suite 335 Opa-Locka,FL 33054 Fax No.: (305)953-2870 Attention:Jannie R. Beverly, City Manager If to Buyer: ARAMARK Uniform Career Apparel, LLC 115 North First Street Burbank,California 91502 Fax No.: (818)953-2033 Attention: Real Estate Department with a copy to: ARAMARK Uniform&Career Apparel,LLC 115 North First Street Burbank, California 91502 Fax No.: (818)973-3793 Attention: Legal Department and shall be deemed delivered and received (A) if delivered or transmitted before 5:00 pm sender's local time on a business day, or if delivery is unsuccessfully attempted between the hours of 9:00 am and 5:00 pm sender's local time on a business day, then on the date of actual delivery or transmittal or of such attempted delivery, and (B) otherwise on the next business day following actual delivery or transmittal. For purposes of this notice provision, the date and time of delivery or attempted delivery shall be established by postal or courier receipt and of facsimile transmittal by a transmittal confirmation log sheet generated by the sending machine. To be effective, any delivery by Fax must be confirmed within three business days by duplicate notice delivered as otherwise provided herein. 3.12 Binding Effect; Survival. Except as otherwise expressly provided herein, this Agreement shall bind-and inure to the benefit of the Parties and their respective successors and assigns. Whether or not expressly provided to survive termination or Closing elsewhere in this Agreement, each provision of this Agreement, to the extent required to give such provision its full intended effect, shall survive either termination of this Agreement or Closing and this Agreement shall not he deemed to have merged into the Deed or any other of the Transfer Instruments. QBAIAD.476583.4 17 3.13 Entire Agreement; Modification. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings and representations of the Parties with respect to the subject matter hereof (including, without limitation, any letter of intent or other such written proposal). This Agreement may not be modified,amended,supplemented or otherwise changed,except by a writing executed by both Parties. 3,14 Captions. Article and section headings used herein are for convenience of reference only and shall not affect the construction of any provision of this Agreement. 3.15 Interpretation. Each Party acknowledges that it and its legal counsel have participated substantially in the drafting of this Agreement and agree that, accordingly, in the interpretation and construction of this Agreement, no ambiguity, real or apparent, in any provision hereof shall be construed against either Party by reason of the role of such Party or its counsel in the drafting of such provision. 3.16 Mutual Cooperation; Further Assurances. The Parties shall cooperate with each other as reasonably necessary to effect the provisions of this Agreement, shall use reasonable and good faith efforts to satisfy conditions to Closing and, prior to, at and after Closing, shall each execute and deliver such additional instruments or other documents,and take such further action,as the other may reasonably request to accomplish the purposes and intent of this Agreement or as the Buyer's lender may reasonably request in connection with Buyer's financing to acquire the Property: provided. however. that nothing in this Section shall be deemed to enlarge the obligations of the Parties hereunder or to require either Party to incur any liability or material expense not otherwise required of it hereunder. 3.17 Exhibits. Each of the following Exhibits hereto is incorporated herein: Exhibit Title A Description of Land B Depiction of Water Line Easement 3.18 Counterparts. This Agreement, and any amendment hereto, may be executed in any number of counterparts and by each Party on separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same instrument. 3.19 Governing Law. This Agreement shall be deemed to be an agreement made under the laws of the state in which the Real Property is located and for all purposes shall be governed by and construed in accordance with such laws. 3.20 Signer's Warranty. Each individual executing and delivering this Agreement, and all documents executed and delivered pursuant to, or in connection with the consummation of, this Agreement, on behalf of a Party hereby represents and wan'ants to the other Party that he or she is duly authorized to make such execution and delivery. QBMAD 476553 4 13 3.21 LIQUIDATED DAMAGES. IF BUYER BREACHES ITS OBLIGATION UNDER THIS AGREEMENT TO PURCHASE THE PROPERTY, SELLER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY ON ACCOUNT OF SUCH BREACH, TO RECEIVE AND RETAIN, AS LIQUIDATED DAMAGES, THE DEPOSIT (TOGETHER WITH ALL INTEREST EARNED.ON THE DEPOSIT FROM AND AFTER THE LAST CLOSING DATE). BUYER AND SELLER ACKNOWLEDGE THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY AND ARE REASONABLE IN AMOUNT CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE PARTIES' ESTIMATION OF THE POSSIBLE RANGE OF DAMAGES TO SELLER IN THE EVENT OF SUCH A BREACH, THE DIFFICULTY AND IMPRACTICABILITY OF ASCERTAINING OR PROVING WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF SUCH DAMAGES AND THE DESIRE OF BUYER TO LIMIT ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT OF SUCH A BREACH. Initials: Seller Buyer 3.22 Buyer's Post-Closing Obligations. In the event that Buyer obtains the permits and approvals (the "Permits") necessary for Buyer's intended redevelopment of certain real estate owned by Buyer adjacent to the Land (the "Adjacent Property"), Buyer agrees to construct and/or install certain improvements on the Land. including but not necessarily limited to sidewalk, curb and gutter, and storm water drainage improvements (the "Post-Closing Improvements") to the extent the Post-Closing Improvements are required to comply with City of Opa-Locka codes and ordinances applicable to Buyer's redevelopment of the Adjacent Property. Buyer shall obtain Seller's written approval of the plans and specifications for the Post-Closing Improvements as part of the process of Buyer obtaining the Permits. Buyer shall complete the construction and/or installation of the Post-Closing Improvements as part of the Buyer's redevelopment of the Adjacent Property as contemplated in the Permits. Buyer and Seller agree that the cost of the Post-Closing Improvements shall be borne entirely by Buyer. The provisions of this Section 3.22 shall bind and inure to the benefit of the Parties and their respective successors and assigns, and shall survive the Closing and shall not be deemed to have merged into the Deed or any other of the Transfer instruments. 3.23 Retained Easement. Seller shall retain an easement for the maintenance and operation of the existing water lines located under the Land (the "Retained Easement"). On the Closing Date, Buyer and Seller shall execute a written, recordable easement agreement in form and substance reasonably acceptable to Buyer and Seller, granting Seller the Retained Easement. Said easement agreement shall provide that Buyer will be allowed to use and improve the Land as contemplated in any Permits issued to Buyer. 3.24 Easement Amendment. As soon as practicable after execution of this Agreement by both Buyer and Seller, Buyer and Seller shall execute a written, recordable amendment to the existing water line easement benefiting Seller and located on the Adjacent Property, in form and substance reasonably acceptable to both Buyer and Seller(the "Easement Amendment"). The location of the water line easement is depicted on Exhibit B attached hereto(the "Water Line Easement Area"). The Easement Amendment shall permit Buyer to pave over the Water Line Easement Area and otherwise improve the Water Line Easement Area as a parking lot, and shall further provide that: (i) Buyer shall indemnify and hold Seller harmless from any liabilities or losses relating to Buyer's paving over the Water Line Easement Area and otherwise improving the Water Line Easement Area as a parking lot. and (ii) Buyer shall be responsible for any costs associated with water utility service disruption or any damage to the water utility equipment which are caused by Buyer's paving over the Water Line Easement Area and otherwise improving the Water Line Easement Area as a parking lot. (Signature page follows) QBMAo.476583.4 14 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective representatives, thereunto duly authorized, as of the date first above written. SELLER: CITY OF OPA-LOCKA, a Florida municipal corporation Dated: By: Name: Title: BUYER: ARAM ARK UNIFORM& CAREER APPAREL, LLC, a Delaware limited liability company Dated: By: Name: Title: The undersigned agrees to serve as Escrow Agent under the foregoing Agreement: a By: Escrow Officer QBMADA7(583.4 l 5 EXHIBIT A DESCRIPTION OF LAND [Insert legal description of Real Property by tract/lot/parcel number and/or metes and bounds description. Include tax parcel i.d. number, if available.] QBMAD'.476583.4 EXHIBIT B DEPICTION OF THE WATER LINE EASEMENT QBMAD'.4 7(583.4 Exhibit "C" A SELF-CONTAINED APPRAISAL REPORT OF A PORTION OF A RIGHT-OF-WAY LOCATED ALONG THE SOUTH SIDE OF ALI BABA AVENUE AND DOUGLAS ROAD OPA LOCKA,FLORIDA 33054 Appraisal Report No.6060.IA FOR Aramark Uniform Services c/o Mr. Ramon Hernandez Manager of Real Estate 115 North First Street Burbank,CA 91502 BY APPRAISALFIRST,INC. 8525 N.W. 53rd Terrace. Suite 110 Miami,Florida 33166 JX.ECUTWE SUMMARY Property Type: A portion of a right-of-way that is part of AIi Baba Avenue Location: South side of Ali Baba Avenue and Douglas Road Opa Locka, Florida 33054 Date of Value: July 1,2008 Land Size: 9,600 SF VALUE INDICATIONS Sales Comparison Approach -Land Value $40,000 Final"As Is" Market Value $40,000 TABLE OF CONTENTS Letter of Transmittal Executive Summary Purpose of the Appraisal 1 Definition of Market Value Date of Valuation 1 Property Rights Appraised Use of the Appraisal . .........,7 Location 2 Legal Description 2 Owner of Record 2 Prior Recent Sales History Assessed Value and Taxes 2 State Data 3 • Miami-Dade County Data 3 Neighborhood Description 10 Zoning. .. 14 Street Improvements 15 Site Description 15 Highest and Best Use 17 Scope of the Appraisal 19 Land Valuation 21 Reconciliation and Final Value Conclusion 27 Marketing Time/Exposure Time 27 Certificate of Value ............................. Assumptions and Limiting Conditions 30 Addenda Subject Photographs Comparable Land Sales County Map Neighborhood Map Land Sales Maps Auto-Cad Drawing Letter of Engagement Qualifications of Appraisers 1 PURPOSE OF THE APPRAISAL The purpose of the report is to estimate the "as is" Market Value of the subject property, in Fee Simple Estate,as of the date of inspection,July 1,2008. DEFINITION OF MARKET VALUE According to the agencies that regulate federal financial institutions in the United States of America (FIRREA),Market Value is defined as "the most probable selling price in terms of money which a property should bring in a competitive and open market under all conditions requisite to be fair sale, the buyer and seller, each acting prudently,knowledgeably,and assuming the price is not affected by undue stimulus". bnplicit in this definition is the consummation ofa 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 each acting in what he considers his own best interest; 3. A reasonable time is allowed for exposure in the open market; 4. Payment is made in cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 5. The price represents a normal consideration for the property sold unaffected by special financing or creative financing or sales concessions granted by anyone associated with the sale_ EFFECTIVE DATE OF VALUATION The effective date of the opinion of value in this report for the fee simple market value indication is Julyl,2008 which represents the"as is" Market Value. PROPERTY RIGHTS APPRAISED The property rights being appraised are all rights existing in a fee simple estate, as of the appraisal date. Fee Simple Estate is defined as follows: (The Dictionary ofReal Estate Appraisal,4th Edition, Appraisal Institute 2002): 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." 2 USE OF THE APPRAISAL This appraisal report is to be used by the client,to aid the client in negotiating a purchase price for the subject property with the City of Opa Locka,Florida. The intended user is Aramark Uniform Services and any other party assisting in the negotiation of the purchase price which may include the City of Opa Locka,Florida. The appraisal report is for the sole use of the entity that engages the appraiser(s). "Readdressing an appraisal report to another party that was completed and delivered to a client is prohibited by USPAP and FIRREA.. Once an assignment is completed,it is misleading to try to add a new party as client or intended user who was not the original client or identified intended user." The intended user of this report is Aramarlc Uniform Services and any other party assisting in the negotiation of the purchase price which may include the City of Opa Locka,Florida. LOCATION South side of Ali Baba Avenue and Douglas Road Opa Locka, Florida LEGAL DESCRIPTION The subject property is not legally described in the public records. The client indicated the site contains 9,600 square feet based on an Auto-CAD drawing provided. Although requested, a certified survey of the site was not provided. The site is a pie-shaped parcel of land that is part of Ali Baba Avenue. OWNER OF RECORD The subject pie-shaped parcel of land is owned by the City of Opa Locka. It is a pie-shaped parcel of land that is part of Ali Baba Avenue. There is no owner of record per the public records. RECENT PRIOR SALES HISTORY To the knowledge of the appraisers,no sales nor transfers have occurred on the subject property in the past three years. There are no known contracts nor listings on the subject property. ASSESSED VALUE AND TAX INFORMATION-2007 According to the public records via www.Miami-Dade.gov.. there is no assessment nor tax information for the subject at it is part of Ali BAba AVenue. 3 STATE DATA The State of Florida has increased rapidly in population over the past two decades from 9,746,000 in 1980 to 15,982,378 in 2000. The state experienced an increase in population of 64%or about 31 1,819 new residents per year over the 20 year period. As of July, 2006 the population was 18,089,884. This ranks Florida number four in the country behind California,New York and Texas. The annual population growth since 2000 has been about 2.2%or 351,252 new residents per year, which ranks third in the country. Florida in the past has been known principally for its tourist attractions, citrus,and winter produce. In addition to being a year-round resort area the State has experienced an influx of growth of industry and manufacturing since World Warli. Florida is now less dependent upon tourism which indicates a more stable year-round economy. The trend of the Florida economy generally parallels that of the nation with favorable future economic forecasts. MIAMI-DARE COUNTY AREA DATA Miami-Dade County is comprised of 33 municipalities plus unincorporated areas and has a total land area of approximately 1,995 square miles. The population as of July,2007 was 2,473,342 with an actual annual growth rate of about 1.4%since 2000 and about 1%per year since 1990. The 2000 census indicated a population of 2,253,362. The projected population in 2010 is 2.497 million. The largest segment of the population,at 43%, is within the 25 to 44 year age group. The median age is 36.9 years. Miami-Dade is the largest county in Florida in area and population, Miami-Dade County was established as a metropolitan-style two tier government system in 1957. The purpose of this type government was to establish one supply of services such as fire,police,etc., for the county_ Tourism is the second largest industry and source of job growth in Miami-Dade County,generating more than 12 million visitors annually and$17.8 billion in revenues with a supporting employment base of 250,000. Generally,tourism in Miami-Dade County is heaviest in the Miami Beach area which has become a year-round attraction. However,Miami-Dade County in recent years has begun to shift from a tourist-oriented economy to an economy with a widely diversified economic base. The county's attractiveness as a residential area and its cultural attractions have combined with tourism to produce a diversified economic base. According to the Smith Travel Research Group, Miami-Dade County is ranked in the top five in the nation for occupancy. The latest statistics indicate that the hotel market experienced slight increase in occupancy rates over 2006. An increase of about l%over 2006 or 72%. The Average Daily Room Rate(ADD)for Miami-Dade County was up by 9.2%. The ADD indication was a record high at $145,81. Despite a slowing US economy occupancy rates and ADD's both increased during 2007. Although most US markets are expecting fewer guests during 2008 the amount of foreign tourists visiting South Florida appear to buffer hotels from the national economic slump, A weaker dollar abroad makes it far cheaper to visit the US than many other destinations throughout the world. Miami-Dade County has traditionally experienced approximately 45% foreign tourists. 4 MIAMI-DADE COUNTY AREA DATA(Continued) The cost of living is relatively low for a large metropolitan area,about even with the United State's average. Miami-Dade County ranks 11`h in the country well behind New York and just ahead of Chicago. The median household income in Miami-Dade County was$40,260 compared to$40,900 for the State of Florida and$44,334 for the United States. The per capita income ranks among the middle of the country at$33,219. The primary economic forces(other than population)in Miami-Dade County which have an impact on real estate values are employment and income. Miami-Dade County percentage distribution of employment by sector for 2007 is located on the following table. Agricultural .9% Mining A% Construction 4-5% Finance,Insurance, Real Estate 6.60/0 Manufacturing 4.1% Leisure&Hospitality 9,2% Services 27.0% Wholesale Trade&Retail Trade 23.8% Transportation/Utilities 8.6% Government 14.9% During the past year the fast growing industries included Ieisure and hospitality and general services. The favorable geographic location of Miami-Dade County, the trained commercial and industrial labor force,and the favorable transportation facilities have caused the economic base of the county to expand by attracting national and international firms doing business in Latin America. Trade with Latin America,Europe,and countries in the Caribbean during the past several years has caused substantial growth in the number of financial institutions conducting business in Miami-Dade County. The large Hispanic labor force, as well as Florida's proximity to Latin America,has also contributed to the growth of the banking industry. During 2007 the five largest trading partners were: Brazil($10350 billion);Venezuela($5368 billion);Columbia($4.866 billion);Dominican Republic($4.479 billion); and China($4.042 billion). Over the past two years many of the Latin American economies have recovered from recessions. As such,they have once again replaced counties from the Far East and Europe, such as Japan and Germany,as leading trade partners. 5 MIAMI-DADE COUNTY AREA DATA(Continued) TOP TEN PR VATE •EMPLOYERS-BEACON COUNCIL Baptist Health System 11,257 Public Super Markets 11,000 University of Miami 10,170 American Airlines 9,000 United Parcel Service 6,123 Precision Response Corporation 6,000 BellSouth/AT&T 5,500 Won Dixie Super Markets 4,833 Florida Power and Light 3,900 Carnival Cruise Lines 3,900 The five largest public sector employers are Miami-Dade County Public Schools(50,000);Miami- Dade County (32,000); Federal Government (19,800); Florida State Government (16,200); and Jackson Health Systems(10,000). Miami-Dade County has an extensive expressway system providing access to all points. However, due to the rapidly increasing population, most of the expressways are becoming overburdened. Metro-Rail is a 20.5 mile elevated rapid transit system that extends southward from downtown Miami to the Datelined area paralleling US Highway 1 and northwesterly from downtown Miami to the City of Hialeah. In conjunction with this system,there is the downtown People Mover System which encircles the Central Business District of Miami was expanded to service the Omni area to the north and Bracknell Avenue to the south. 6 MIAMI-DADE COUNTY AREA DATA(Continued) As the population rapidly escalated in north and west Miami-Dade, employers increasingly have moved their operations to these suburbs to cut employee travel time. However, the major employment centers in Miami-Dade County continue to be in the east in the downtown Miami area and around the Miami International Airport. Due to the large economic base from Latin America and the Caribbean,Miami International Airport is one of the world's top ten airports with approximately 32.5 million passengers with nearly 500,000 total takeoffs and landings. This represented an increase in passenger activity of 4.8%from 2006 and 7.2%from 2004. Approximately 2.0 millions tons of cargo were shipped to and from the airport during 2007, Miami International Airport ranks third in the world for total freight, but first in the world for international freight. The airport's economic impact on Miami-Dade County was approximately$I6 billion during 2007. The entire airport is currently undergoing a$4.8 billion facelift that will add a fourth runway,expand its terminal,parking and roadways as well as a new concourse building. Construction is expected to be completed by mid-2008. As part of the expansion $500 million will be spent on increasing the cargo facilities from 1.4 million to approximately 3 million square feet. The Miami Inter-modal Center will provide a second,remote terminal for the airport,situated east of the airport and Le Jeune Road. This center is also designed to meet the space needs required to handle the projected Miami/Dade County Market airport growth.This facility will basically provide car rental services,airline ticketing and check-in services and access to rail transit. This station will connect the Metro-Rail from the north along NW 69th Avenue and the Tri-Rail and Amtrak train from the east. The project is under construction. Miami has become a port of embarkation by airlines and ships for the Central and South American countries. The Port of Miami, besides being the largest passenger port in the nation, is also important as a cargo center. In 2007 the cargo volume increased slightly at the Port of Miami. The port handled approximately 8.9 million tons of cargo.The port handled approximately 3.9 million passengers in 2007 which was up by 5.4% from 2006. The port's economic impact on the community was$12 billion and 98,000 jobs in 2007. The large increases in population resulted in a demand for housing construction in the far southwestern portions of the county as well as urban in-fill projects. Previous slumps in various Latin American economies had an unintended benefit of sending thousands of new residents to Miami, sparking revivals of neighborhoods like North Beach and a boom in condominium construction from Key Biscayne to Alectura. The downturn in the US economy and an apparent overbuilding of condominium units coupled with investor pull-out has sent the local housing market, especially multi-family condominium,into a severe slowdown. The South Florida housing market is now widely viewed as among the worst in the Country. Currently the region leads the nation in foreclosure activity as well as nearly a 20%decline in median housing prices.As a response new 7 MIAMI-DADE COUNTY AREA DATA (Continued) building activity has declined drastically over the past year and is expected to worsen throughout 2008. During 2007 1,221 residential building permits were issued. This represents a decline of 180%from the 3,419 permits issued during 2006 and a 322%decline from the 5,163 permits issued during 2005. The following tables summarize the residential market statistics for 2007. Single-Family Homes Sales Median Prices 2007 2006 Change 2007 2006 Change Miami 5,289 8,692 -39% $380,100 $375;800 +1% Florida 130,421 183,988 -29% $233,600 $247,100 -5% US 5.7 million 6.5 million -13% $218,900 $221,900 -1.4% Condominium Sales Median Prices 2007 2006 Change 2007 2006 Change Miami 9,822 13,009 -24% $239,500 $257,500 -7.5% Florida 55,594 83,049 -33% $186,700 $211,300 -13.2% US 803,000 896,000 -10% $221,I00 $221,800 -.3% Source: Florida Real Estate Decisions, Inc. Conclusion Miami-Dade County has been one of the fastest growing areas in the United States since the 1960s. The heaviest growth in recent years has been in the southwestern portions of the develop-able areas, and this trend is likely to continue. The rapid growth rate of the County in the past resulted in economic diversification, relieving the economy of its historical dependence on agriculture, construction, and tourist trades. The residential real estate market is currently experiencing a slowdown caused by overbuilding,national economic conditions and increased federal government scrutiny of commercial banks. The commercial real estate markets, such as office, industrial and retail,continue to indicate growth, albeit,at lower slower pace than in previous years. The primary question in Miami-Dade County's future growth concerns the issue of"concurrence" within the state's growth management policies. Concurrence is the requirement that adequate infrastructure be available to serve new development. Eight types of infrastructure are affected, including: roads; potable water; sanitary sewer systems; drainage systems; solid waste disposal facilities; recreation facilities and open space; mass transit; and fire/rescue. In the long run, this growth policy may prove beneficial to both property values and the quality of life in the county. 8 MIAMI-DADE COUNTY AREA DATA (Continued) Conclusion(Continued) The outlook for Miami-Dade County appears to be,somewhat,promising with positive absorption and occupancy levels in the office, retail and industrial markets still expected over the next year. Residential construction is at a near standstill despite several larger urban projects still on-going. Many future or planned residential projects have been shelved or placed on hold. The slow down in multi-family construction activity will allow for the previously completed and constructing projects to absorb excess or unsold units over the next few years. Retail pricing for residential units is expected to decline further throughout 2008. Despite the aforementioned slow down land values continue to increase due to constraints such as future supply and zoning issues. As the county's population continues to grow, economic growth should continue. The local economy is still illustrating job growth, despite the current national economic slowdown and early signs of a recession. Once again tourism is expected to be a pillar of strength, for the local economy, over the next year. National Economic Outlook and Indicators: The recent Gross Domestic Product(G.P.),the sum of all goods and services produced in the United States, released by the Commerce Department indicated that the economy expanded at an annual rate of 1%during the first quarter months of 2008,capping the weakest six months of growth in five years. Experts believe the deepening housing slump, surging fuel prices, credit restraints and a weaker job market may hurt growth throughout the remainder of the year. In order to combat a weakening economy and a potential recession the Federal Reserve had actively been lower interest rates over the past year. However, increasing fuel prices coupled with an apparent increase in inflation Ied to the Fed not acting on calls for further rate cuts during the June meetings. Real consumer spending,adjusted for inflation,increased 1.1%in the first quarter,compared with an increase of 2.3%during the fourth quarter of 2007. The low increase in G.P.primarily reflected positive contributions from personal consumption expenditures for services, exports of goods and services and federal government spending. These gains,however,were partially offset by negative contributions from residential fixed investment and durable goods personal consumption expenditures. Consumer spending, which is the largest component of the economy,has weakened because of the hire food and energy costs,the housing slump and fewer new jobs. The most recent inflation statistic,which is well above the Fed's target zone,was 3.6%for the first quarter months. 9 MIAMI-DADE COUNTY AREA DATA(Continued) National Economic Outlook and Indicators: (Continued) The national job market has also weakened over the past quarter with the number of people collecting unemployment benefits at its highest level since February,2004. US companies reacted to the economic slowdown by restricting hiring instead of making deep cuts to their work forces. More recently we are starting to see financial institutions,directly affected by the housing market slump and sub-prime mortgage crisis, lay off employees in record numbers. The national unemployment rate is currently 5.5%versus 4.4%from a year ago. The states unemployment rate was also 5.5 percent, which is also about 2% higher than a year ago. The metropolitan areas encompassing Miami-Dade and Froward Counties posted an increased overall unemployment rate of 4.5%. Miami-Dade County indicated 4.7%as of April,2008. Froward County's unemployment rate was almost the same,at 4.2 percent,but a much bigger jump when compared to year end 2006 when it was just 2.7 percent. In order to ease the strains of the housing slump,and its affect on the overall economy,and loosen the tight credit restrictions placed on businesses and consumers by banks,the Federal Reserve had been proactive in rate cuts over the past year and half. The most recent cut, on April 30th, has set the primary interest rate down to 2.0%. Despite wide speculation that further rate cuts were coming over the following months the Fed has yet to react to a continued softening economy. The Fed's focus has now shifted to combating an increased inflation rate and its continued negative affect on consumer spending. Overall growth in consumer spending has slowed and labor markets have softened. However, cash from tax rebates may prevent spending from softening further over the next quarter. The following table, via the US Census Bureau, the Federal Reserve and White House Papers, illustrates the key economic indicators for the first quarter of 2008. KEY ECONOMIC INDICATORS(F"QUARTER 2008) Indicator Current Quarter Previous Quarter One Year Ago Amount %Change Yearly Gross Domestic Product(G.P.) 1 0% +67% .6% 6% Inflation 3.9% +50% 4.0% 2.6% Unemployment 5.5% +25% 5.0% 4.4% Consumer Price Index(CPI) 214.8 +3.9% 213.5 206.7 Housing Starts 1065* -39% 1,071* 1,478* International Trade Deficit -72.9** -11% -69.4** -65.8** Consumer Confidence 57.2 -90% 62.8 108.5 * Annual Rate in millions. ** In Billions Source: US Department of Commerce Bureau of Economic Analysis- 6/30/2008. 10 MIAMI-DADE COUNTY AREA DATA(Continued) National Economic Outlook and Indicators: (Continued) Most of the nations commercial real estate markets are stable with the housing market still in a slump. Overall,the US economy is expected to continue in a pattern of slow growth throughout the first half of 2008. The local South Florida economy does appear to be mirroring the national economy. Unemployment,has increased over the past year.The commercial real estate market appears to be nearly stabilized with previous imbalances in supply and demand being corrected in both the office and industrial markets. Slow downs in the residential sector have been noted due to increases in supply,investor fallout,higher construction costs and a lack of construction materials. As with the US economy the local South Florida economy is expected to continue in a pattern of slow growth throughout into 2008. The following is a list of key interest rates as of June 30,2008, This information was provided by Money-Rates.com. Selected Loan Rate Bench Marks: Prime Rate 5.00% Discount Rate 2.25% Federal Funds Rate 2.00% 10 Year US Treasury Bond 3.875% 30 Year US Treasury Bond 4.375% 90 Day LIBOR 2.79% 6 Month LIBOR 2.99% US Savings Bond EE Series 3.00% NEIGHBORHOOD DESCRIPTION According to The Dictionary of Real Estate Appraisal, 4`'' Edition, Appraisal Institute 2002, a neighborhood is defined as: "a group of complimentary land uses; a congruous grouping of inhabitants,buildings,or business enterprises, 11 NEIGHBORHOOD DESCRIPTION(Continued) The subject property is located in the City of Opa Locka, Florida. Opa Locka is a relatively small municipality in the center of north Miami/Dade County. The downtown area of Opa Locka,which was built in the 1940's through the 1960's,was developed in a Arabian motif. As a result many of the roadways have taken on names such as All Baba Avenue,Sinbad Street and Sharazad Avenue. The prevalent development in the neighborhood is industrial with pockets of single-family and multi-family residential development. The neighborhood boundaries are as follows: On the North: NW 151" Street On the South: NW 1351'' Street On the East: NW 17th Avenue On the West: The Opa Locka Airport(NW 37'h Avenue) Access: Major east/west access to the neighborhood is provided via State Road 9 and NW 135th Street and Opa Locka Boulevard. State Road 9 is a four to six lane highway that connects with the Golden GIades Interchange,(I-95,the Florida Turnpike and U.S.441),to the northeast and NW 27th Avenue to the southwest. NW 135th Street and Opa Locka Boulevard are both three lane, one-way, roadways. NW 135th Street runs in a easterly direction and connects with Biscayne Boulevard to the east and Red Road to the west.. Opa Locka Boulevard runs in a westerly direction from 1-95 to NW 27th Avenue. Both roadways have an interchange at I-95. Major north/south access is provided via NW 22nd, 27th and 37th Avenues. N.W. 32' Avenue provides access to the Seaboard Industrial Park from N.W. 135'h Street. Land Uses: The subject neighborhood consists mostly of industrial development with pockets of single- family and multi-family residential development. The commercial uses are located along the main roadways. The Opa Locka Airport is located at the western edge of the neighborhood and is bounded by NW 37th Avenue to the east, NW 57th Avenue (Red Road)to the west,NW 135th Street to the south and NW 151st Street to the north. This airport is home to the U.S. Coast Guard Air Station and is additionally used for military projects. The airport is mostly used for private uses and air freight traffic in and out of Miami/Dade County. The airport creates.jobs and also supports many of the warehouse businesses located throughout the area. • 12 NEIGHBORHOOD DESCRIPTION (Continued) Land Uses: (Continued) CPF Investment Group received its final government approvals to create a retail, warehouse and hangar space on 178 acres that borders the Opa Locka Airport and NW 57'h Avenue. The project will be called Ave Aviation and Commerce Center and will consist of 2.6 million square feet of retail warehouse and hangar space. Construction has begun on the project. The project has an estimated cost of$250 million dollars and is expected to generate approximately 3,000 jobs over the duration of the lease and have a more than $1 billion economic impact. The single-family homes located throughout the neighborhood were developed in the 1950's and 1960's. The homes appear to be selling at an average of$175,000 to$200,000. The multi-family buildings include several affordable community housing projects as well as low cost, investor owned,projects. The majority of the commercial uses are located along NW 22nd Avenue and NW 27th Avenue. These uses include restaurants, office and retail. There are also some industrial buildings located along NW 22'd Avenue, at the Opa Locica Boulevard intersection. The industrial buildings in the area appear to range from ten to over 30 years in age. For the most part,the buildings all appear to be in average condition. The industrial uses are located throughout the entire neighborhood. The majority of the buildings were built throughout the 1960's and 1970's and appear to be in fair to average condition. The indicated rents for the multi-tenant buildings are in the$4.00 to$6.00 per square foot range with occupancy rates at 90%to 100%. The majority of the buildings indicate occupancy rates at 95%+ with waiting lists. One of the original sections of the Seaboard Industrial Park was built in the 1970's,as part of four additions to the original Seaboard Industrial Park. The other sections were built in the 1980's. Sections 2 and 3 are located south of"N.W. 110 Street. To the north,where the subject is located, is the last addition to Seaboard Industrial Park. To date,there are four additions, with the newest one containing some current land sales. The Seaboard Industrial Parks were developed for railway access,with most of the properties having direct rail access. Most of the properties are owner user large distribution warehouses, with few rental properties. One of the larger distributors, Hammersmith, is located within this park. Winn Dixie built their distribution center at the intersection of 34th Avenue and 119th Street, AAA Appliance Depot are a major distributor of appliances and electronics located on 32th Avenue at 112'h Street.Brandsmart is also located within this park, at 3450 NW 112'Street. Toys R Us built a 246,722 SF distribution facility in 1987 at the corner of 27th Avenue and NW 125th Avenue. This property sold in May 1995 to Dade County School Board for$29"59 per square foot. The newest parks in the neighborhood are the Le Jeune Industrial Park and the Le Jeune-Douglas 13 NEIGHBORHOOD DESCRIPTION(Continued) Land Uses: (Continued) Industrial Park. The Le Jeune Industrial Park is located on the west side of Le Jeune -Douglas Connector Road,at NW 132nd Street. The majority of the park consists of large multi-bay facilities that were completed in the early to mid 1980's. The current market rents are from$8.00 to$10.00 per square foot gross for large industrial buildings. The buildings all indicated occupancy rates in the 90%to 100%range. The LeJeune - Douglas Industrial Park contains several light-manufacturing and distribution warehouse. The buildings are dock height and all have access along NW 38th Avenue. The warehouses are all in good condition and include some mezzanine office and storage space. The most recent sale in this locale was in the$75.00 to$90,00 per square foot range. One of the newest developments in the neighborhood is the LeJeune/Douglas Industrial Park Condominium project located directly across from the Opa Locka Plea Market,south of the subject along the NW 42"d Avenue/37th Avenue connector at approximately NW 125'h Street. This development consists of 50,street level units which are currently selling in the$103.00 to$1 18.00 per square foot. The bays range in size from 1,025 square feet up to 3,168 square feet. The first phase was completed in 2004 and Phase II was completed in 2007. Some of the units are being leased in the$16.00 to $18.00 per square foot range. The subject, neighborhood is almost fully developed with Iittle vacant land remaining in the Seaboard Industrial park and scattered sites throughout the North-Dade Commercial Park and the Le Jeune Road Industrial Sites. There has been little new development over the past five years.. Discussions with several brokers familiar with the area indicate that rents and property values have been increasing over the past few years. The creation of the Gratigny Expressway opened up the subject neighborhood to both the eastern and western sections of the county. The roadway has spurned a renewed demand for industrial properties in the neighborhood.The newest development has been distribution facilities. The comparable neighborhoods that compete with subject is the Sunshine State Industrial Park located at N.W. 13th Avenue and the Palmetto Expressway and the Palmetto Lakes Industrial Park located along the east side of NW 57'F'Avenue, south of the Palmetto Expressway. The Palmetto Industrial Park is improved with a variety of structures that accommodate a number of uses compatible with the zoning. Among the uses found are wholesale distributors, small assemblers, garment makers, food processing, printing and dying, importers, cold storage, and storage. The buildings are typical for the general area and range from 20,000 square feet up to 95,000 square feet, most being slab on ground with 14 to 22 foot ceilings, but several are dock high. Most properties fall in the range of 15 to 25 years old, but several are newer and the section is classified as completely built up. Most properties in the area have been well maintained. 19 NEIGHBORHOOD DESCRIPTION (Continued) Land Uses: (Continued) The industrial uses are located throughout the entire neighborhood. The majority of the buildings were built throughout the 1960's and 1970's and appear to be in fair to average condition. The Miami Dade Community College, north campus, is located along the east side of N.W. 32 Avenue to N.W, 27 Avenue from 1076 Street to N.W. 119 Street. The state of the neighborhood life can best be described as static,since most of the development has occurred many years ago and there is minimal new development. The Miami-Dade County's industrial market,by far is the largest in the state,continues to expand as Miami's reputation as the gateway city to Latin America governments. Since Miami has become a hub for international trade,the demand for investment-grade industrial space has increased. Miami is continually sought out by businesses involved in international trade who desire a centrally accessible location to conduct, develop and expand their operations. This demand has gained Miami-Dade County prominence as a world-class business and trade center and in turn,is reflected in the number of businesses that thrive here. Conclusion: In conclusion,the industrial area is a well established area dominated by lower rates for distributors. The property values,in the neighborhood,appear to have remained stable over the past few years. ZONING The subject is a 9,600 square foot right-of-way that is part of All Baba Avenue. The site does not have a legal description, folio number and no zoning. The adjacent sites are zoned I-3,Industrial Planned Development by the City of Opa Locke, Florida. The purpose of this district is to encourage better designed light industrial uses through the application of enlightened, imaginative approaches. Some of the uses permitted in the 1-3 zoning include storage warehouses, breweries, canneries, manufacturing and wholesale of drugs, manufacturing and rebuilding of batteries in enclosed buildings, automobile body repair shops, incinerators, knitting mills, laboratories for testing experimental motion picture film, lumber yards, machine shops, machinery storage yards, manufacturing of electrical motors, paint mixing except the mixing of lacquers and synthetic enamels,paper products refrigeration plants,restaurant/snack shops not Iarger than 500 sf,roofing contractor's establishments, sheet metal shops,truck storage or rentals, textile manufacturing. 15 ZONING (Continued) Generally,those light manufacturing uses similar to those mentioned above which do not create any more offensive noise,vibrations,smoke,dust,lime,undesirable or offensive odor,heat,or excessive glare than that which is generally associated with light industries of the type specifically permitted above. Area: A minimum of project site of two acres which may be subdivided and sold/Ieased in lot sizes not less than 20,000 sf Yards: Structures on lots abutting roads, streets, alleys, utility easements, adjacent to or within the development shall be setback 25 feet. Land Coverage: Not to exceed 75%of the total site area Landscaping: Minimum of 10 trees Maximum Building Height: 3 stories or 45 feet Parking Spaces: Where the building is designed for and to be used by a single occupant is 1 parking spaces per 1,000 sf of gross floor area up to 10.000 and then l space for each additional 2,000 sf of gross floor area thereafter. Multiple user buildings shall provide 1 parking space per 1,000 sf of gross floor area or a minimum of 2 parking spaces per bay. STREET IMPROVEMENTS/ACCESS The subject pie-shaped parcel is part of Ali Baba Avenue which contains 9,600 square feet according to the Auto-CAD drawing provided the client. Ali Baba Avenue is a 70 foot, asphalt paved,dedicated right-of-way,with four lanes.The street improvements include curbs,gutters and street lights. SITE DESCRIPTION Shape and Size The subject is part of Ali Baba Avenue. Based on the Auto-CAD drawing provided by the client, the site contains 9,600 square feet and is pie-shaped. Topography The subject is level and at or near road grade. 16 SITE DESCRIPTION (Continued) Soil Tests Soil and subsoil tests were not performed as part of this appraisal. Conditions are assumed to be adequate. Easements and Encroachments No adverse encroachments are assumed based on the plat maps. The subject is part of Ali Baba Avenue. Utilities: Utilities available to the subject site include: Water Opa Locka Sewer Opa Locke Electrical Florida Power and Light Company Police and Fire Opa Locka Telephone BellSouth Flood Zone The site is located in Flood Zone AE,area of the 100 year flooding with base elevation of 6 feet,as recorded in Flood Zone Hazard Map Community Panel 1202500751,effective date March 2, 1994. Drainage is provided by storm sewers located on the site. Census Tract The subject is located within Census Tract 5.02. Concurrency The concurrency provisions of the Growth Management Act mandates that development can proceed only when the necessary infrastructure is already in place or will be in place concurrent with the impact of development. This concurrency rate means that developers must satisfy seven areas of level of service (LOS) including: roads, drainage, sanitary sewer, potable water, solid waste, recreation and mass transit.. 17 SITE DESCRIPTION(Continued) Environmental Note The existence of any environmental hazard such as the presence of hazardous wastes, toxic substances,radon gas,asbestos containing materials,ureaformaldehyde insulation,etc.which may or may not be present in or on the subject property or any site within the vicinity of the property was not observed and no knowledge of any such environmental hazard is not assumed. The appraiser, however, is not qualified to detect such substances. HIGHEST AND BEST USE Highest and Best Use is defined as " 1)The reasonable and probable use that supports the highest present value of vacant land or improved property,as defined,as of the date of the appraisal. 2)The reasonably probable and legal use of land or sites as though vacant,found to be physically possible, appropriately supported, financially feasible, and that results in the highest present land value. 3) The most profitable use. Implied in these definitions is that the determination of highest and best use takes into account the contribution of a specific use to the community and community development goals as well as the benefits of that use to individual property owners. Hence,in certain situations the highest and best use of land may be for pants,greenbelts,preservation,conservation,wildlife habitats,and the like." Source: The Dictionary of Real Estate Appraisal,published by the Appraisal Institute,4'''Edition, 2002. 18 HIGHEST AND BEST USE(Continued) The definition immediately above applies specifically to the Highest and Best Use of land. It is to be recognized that in cases where a site has existing improvements on it,the Highest and Best Use may very well be determined to be different from the existing use. The existing use will continue, however, unless and until land value in its Highest and Best Use exceeds the total value of the property in its existing use. There are four tests that a property must meet in order to indicate Highest and Best Use. The use must be physically and legally possible,financially feasible, and must be the most productive use among the possible alternative uses_ Physically Possible The site must possess the size, shape area, soil and other physical characteristics to support the improvements that will develop the site to its Highest and Best Use,as if vacant. The subject is part of a right-of-way containing approximately 9,600 square feet and is part of Ali Baba Avenue. The site can not be developed as its own entity. It has no marketability to any other land owner besides an adjoining owner. Legally Permissible The use must conform to the zoning regulations,private restrictions,building codes,environmental regulations and any other legal requirements. The subject is part of All Baba Avenue. The adjacent sites are zoned for industrial use. Financially Feasible The use for the site must provide a yield on invested capital sufficient to warrant the investment.The area is predominantly industrial and demand for other commercial or residential properties is non- existent. Typically,the only office use is accessory use in conjunction with warehouse use. Maximally Productive Feasible and maximally productive use can be either single-user warehouses or multi-bay warehouses. These are the predominant uses throughout the neighborhood. The single-user warehouses are typically owner-occupied. Some warehouses are partially owner-occupied and partially leased to other companies. 19 HIGHEST AND BEST USE(Continued) Conclusion-Highest and Best Use as if Vacant The subject property is a 9,600 square foot pie-shaped strip of land that is part of All Baba Avenue. The site can not be developed as its own entity. It has no marketability to any other land owner besides an adjoining owner. SCOPE OF WORK As a part of this appraisal, a number of independent investigations and analysis have been made. An inspection of the subject site was conducted on July 1, 2008,by the appraiser, Ileana Amador. Site measurements were provided by the client via an Auto-CAD drawing. Although requested,a certified survey was not provided. It is important to note,that any changes in size from the Auto- CAD drawing will have a direct impact on the market value estimate. A search was made for comparable sales of industrial land, industrial buildings and comparable rentals,utilizing the public records,FARES,multiple listing service,local brokers familiar with the neighborhood, Loopnet and Costar as well as our appraisal files. Industrial land sales in the immediate neighborhood and in similar neighborhoods were analyzed to determine a foundation on which to base measures of value relating to the subject property. The comparable sales relied upon were confirmed through public records and with knowledgeable parties to the transactions where possible with primary and secondary data utilized, Confirmation with principals is often not possible due to their inaccessibility during the time frame over which the appraisal is being prepared. In the course of the sales investigation,proprietary information is often withheld from the appraisers. Such information,which is not a matter of public record,is also not available to the general market and for that reason, the market is imperfect. All data provided is verified to the best of our ability. However,no legal or technical expertise are assumed and if leases or agreements and other factual data under review appear on the surface to be reasonable,the information is accepted as accurate.The extent of this verification is to confirm that the documents exist and to review them. It is assumed that they are legal and valid and the ability to audit,make legal interpretations,or to detect fraud is not assumed. The existence of any environmental hazard such as the presence of hazardous wastes, toxic substances, radon gas, asbestos containing materials,ureaformaldehyde insulation,etc.which may or may not be present in or on the subject property or any site within the vicinity of the property was not observed and no knowledge of any such environmental ha Ord is not assumed. The appraiser, however, is not qualified to detect such substances. 20 SCOPE OF WORK(Continued) The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. Also,no independent investigation of concurrency matters regarding the subject or any comparable sale was made. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The user of the report should therefore consult an attorney, contractor, accountant, engineer or other experts as necessary to verify technical data which could impact on the value of the property. There are three primary approaches to value which should be considered. They are: (1) the Cost Approach,(2) the Sales Comparison Approach, and (3)the Income Capitalization Approach. The Cost Approach utilizes the value of the subject land as estimated from the market together with a replacement cost estimate of the structures and site improvements. From this a deduction must be made for accrued depreciation: physical, functional, and economic, if any, to provide an additional estimate of the total property value. The Sales Comparison Approach involves an investigation and inspection of recent sales in the area as nearly similar as possible to the subject. The sale properties (comparable sales) are then compared with the subject, and adjustments made for dissimilar characteristics. The Income Capitalization Approach, designed for application to income producing properties, utilizes a technique of capitalizing the net income into an estimate of value_ The factors included in the technique are derived from a study of other similar type income properties. In all cases, except an appraisal of vacant land, it is necessary that all approaches should be considered and that those applicable approaches be utilized to form an estimate of value, Since the subject is a 9,600 square foot vacant site that is part of Ali Baba Avenue,only the Sales Comparison Approach- Land Valuation is utilized in this report. When more than one approach is used, although the indication of value may not be identical,they should establish a reasonable range and act as a cross check upon one another. After arriving at the value estimates and establishing a range of value(by more than one approach), these estimates must be correlated into a single conclusion of value. In formulating this conclusion, it must be determined which approach is best supported and conforms realistically with the multitude of factors relating to the subject property. 21 LAND VALUATION A search for vacant industrial sites within the subject neighborhood was conducted. The subject property is located in an area that is almost 100% developed with very few land sales occurring within the past few years. The land comparables analyzed provide a range of land values within which the subject value is determined. The comparables are outlined on the chart on the following page. A brief description of each comparable is included in this section while a more detailed description is shown in the addenda of this report. The most recent land sales as are follows: The subject is a pie-shaped strip of land that is part of Ali Baba Avenue and contains 9,600 square feet of area. The site will be discounted for its lack of marketabliity.In valuing the subject property, based on the definition of market value, a discount must be applied to account for its limited marketability. The most appropriate method is to find sales of sites that have similar encumbrances that restrict development.From these sales an appropriate discount can be extracted and applied to the market value of the subject property. COMPARABLE SALES SALE# 1 2 3 4 LOCATION 2375 All Baba 2435 Ali Baba 8XX East 65th Street, 2150 W 76 Street Ave,Opa Locke, Ave,Opa Locke, Hialeah,FL FL FL SALE DATE 10/06 02/07 11/07 04/08 SALE PRICE $1,600,000 $1,500,000 $1,750,000 $1,650,000 ZONING I-2 1-2 M-1 M-1 LAND SIZE(SF) 83,311 60,618 77,537 76,230 LAND SIZE 191 1 39 1 78 1.75 (ACRES) USE Truck storage/ Truck storage; Vacant;at road grade Vacant,at time of repair facility; small 5,300 SF sale small 4,484 sf improvement on improvement on site site LAND:S/SF $19.21 $24.75 $22.57 $21.65 22 LAND VALUATION(Continued) Analysis: The comparable sales analyzed ranged from $19.21 to$24.75 per square foot. Adjustments Often times,comparable properties indicate differences such as property rights conveyed,conditions of sale, financing,time, size, location, etc. The following analysis will discuss and compare the following characteristics of the comparable sales to the subject in both a quantitative and qualitative manor. Time: The sales occurred from September 2006 to April 2008. Comparable Sale 1 is the oldest sale and sets the lower end of the range. A (+)adjustment is made to Sale I for time difference. Condition of Sale: The sales were all arm's length and indicated either cash or cash equivalent terms. An adjustment is not warranted. Financing: All of the sales were indicated cash or cash equivalent terms or mortgages to sellers that were at market. Therefore,no adjustment is warranted. Size: The subject is a 9,600 square foot right-of-way. The comparable sales ranged from 60,618 square feet to 83,311 square feet. No significant difference in price can be concluded based on size. An adjustment is not warranted. r.. Zoning: All of the comparables are zoned for industrial uses. An adjustment is not warranted. 23 LAND VALUATION(Continued) Location: The subject is located within the City of Opa Locka. Comparable Sales I and 2 are also located in Opa Locka. Sales 3 and 4 are located east of the subject within the City of Hialeah in similar industrial neighborhoods. An adjustment is not warranted for location. Fill: All of the coniparables were filled and in ready to build condition at the time of sale. An adjustment is not made. The following chart illustrates the adjustments applied to the comparable sales. • LAND SALES CHART Sale# 1 2 3 4 $/SF $19.21 $24.75 $22.57 $21.65 Time Conditions of Sale Financing Size Zoning Location Fill Total Superior + Inferior Equal 24 LAND VALUATION (Continued) Based on the applied adjustments the sales can be ranked as follows: Sale# Adjustment $/SF Sale 2 = $24.75 Sale 3 = $22.57 Sale 4 = $2I.65 Subject Property Sale 1 + $19.21 Conclusion of Final Land Value The market value of the subject site is estimated to fall between Sales 1 and 4 but closer to Sale 4 which is the most recent sale. Thus,a market value of$21.00 per quare foot is concluded for the subject site. 9,600 SF @$21.00/SF = $200,000 Rounded As indicated earlier,the subject property is a 9,600 square foot,pie-shaped parcel of land that is part of Ali Baba Avenue. The site is paved. The site can not be developed as its own entity. It has no marketability to any other land owner besides an adjoining owner. Since the subject is part of Ali Baba Avenue and has no marketability to any other land owner besides an adjoining owner,it cannot be developed separately and does not have a separate highest and best use. The subject's site is valued at less than the value of the whole like an easement.Since it can not be separately marketable a discount is applied to the market value. 25 LAND VALUATION (Continued) In valuing the subject's site,based on the definition of market value, a discount must be applied to account for its limited marketability. The most appropriate method is to find sales of sites that restrict development. Several sales with development limitations such as easements and deed restrictions were found. From these sales an appropriate discount can be extracted and applied to the aforementioned market value of the subject property. The four sales illustrated on the following chart were used DISCOUNT SALES :. . Sale A B C Location NEC of NW Biscayne Bay NE 213th Street 224XX SW 89`h Court& Section of &NE 29th 92nd Avenue, NW 15th Street, Coral Gables Court, Miami Miami Aventura Type of FPL Easement Deed Public ROW Deed Encumbrance Restriction Restriction Date of Sale 03/2000 02/2003 02/2005 10/2002 Sale Price $220,000 $487,000 $53,000 $900,000 Site Size/SF 57,612 18,750 5,359 827,640 $/SF $3.82 $25.97 $9.89 $1.09 Market Value Un- $10.00 $42.00 $53.00 $2.00 - Encumbered Discount for 61.8% 38.2% 81.3% 45.5% Encumbrance Sale A is a site that was encumbered with FPL easements at the time of sale. Sale A is an un-paved storage yard. The entire site is encumbered with FPL power Iines.As such,it can not be developed to its highest and best use, which is light industrial. The site was purchased by an adjacent land owner for future parking of a proposed project. The purchase price was$3.82 per square foot and the typical market value for the area was at$10.00 per square foot,at the time of sale. The purchase represented a discount of 61.8% [($10.00-$3.82)/$10.00]. 26 LAND VALUATION (Continued) Sale B is an 18,740 square foot site located within the City of Coral Gables across from Biscayne Bay. The site is zoned residential and was purchased by an adjacent owner. New development on many scales is on-going in this section of Coral Gables. The purchase price of this site represents a 38.2%discount from market value at the time of sale. Sale C is a public right-of-way that is situated along NE 213th Street,at NE 29th Court,lying in the City of Aventura,Florida. The right-of-way was vacated and purchased by an adjoining land owner to accommodate the proposed medical office development. The adjoining site was purchased in December,2003 for$53.00 per square foot. The ROW was negtiated at$53,000 or$9.89 per square foot. The represents a discount of 81.3%from the indicated market value of the adjoining site. Sale D is a large commercial site located in southwestern Miami/Dade County along SW 92' Avenue,just north of SW 224`x' Street. The property has a 25 year deed restriction, which was initiated by the seller,prior to the sale. The deed restriction states that any potential development on the property must be approved by the seller and be compatible with the surrounding properties, owned by the seller. The purchase price represented a 45.5%discount from market value. The sales indicated a range in discounts from market value from 38.2%to 81.3%. Sale C was the most similar type property. Sales B and D only include deed restrictions that place limits on development. Sale C is the most recent indication. Therefore based on the preceding sales, a discount of 80%is estimated for the subject property. Therefore the market value of the subject's site,land is estimated as follows(9,600 SF @$21.00/SF @ 80%Discount) Market Value Discount for lack of Discounted Market use®80% Value $200,000 $160,000 $40,000 Rd The market value of the subject property is therefore concluded at$40,000. 27 RECONCILIATION AND FINAL MARKET VALUE ONCLUSION The market value estimates derived from the Sales Comparison Approach-Land Valuation is as follows: Land Valuation $40,000 The Sales Comparison Approach represents the alternate investment choice of purchasing improvements that offer similar utility value as the subject. This technique uses the dollar per square foot as a tool for value measurement. The sales comparison approach is considered a reliable value indicator when sufficient market information is available. In this case there were several comparables sales of properties within similar adjacent neighborhoods. The results evidenced in this method are considered to be a reliable indication of value for the subject. Conclusion and Final Value Estimates: With greatest emphasis placed on the Sales Comparison Approach - Land Valuation, the market value of the subject property in fee simple estate is concluded at$40,000. MARKETING/EXPOSURE TIME Exposure time is the estimated length oftime the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of appraisal;a retrospective estimate based upon an analysis of past events assuming a competitive and open market. According to the Dictionary of Real Estate Appraisal, 4th Edition, Appraisal Institute 2002, Marketing time is defined as, " The time it takes an interest in real property to sell on the market subsequent to the date of an appraisal." "Reasonable marketing time is an estimate of the amount oftime it might take to sell an interest in real property at its estimated market value during th period immediately after the effective date of the appraisal; the anticipated time required to expose the property to a pool of prospective purchasers and to allow appropriate time for negotiation, the exercise of due diligence, and the consummation of a sale at a price supportable by concurrent market conditions. The subject is part of a right-of--way containing approximately 9,600 square feet and is part of Ali Baba Avenue. The site can not be developed as its own entity. It has no marketability to any other land owner besides an adjoining owner. No marketing/exposure time is estimated. 28 CERTIFICATION OF VALUE I certify that, to the best of my knowledge and belief: • The statements of fact contained in this report are true and correct. • The reported analysis, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, unbiased professional analysis, opinions,and conclusions. I have no present or prospective interest in the property that is the subject of this report,and we have no personal interest or bias with respect to the parties involved. * My engagement is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event. • My reported analysis, opinions and conclusions were developed, and this report has been prepared,in conformity with the Uniform Standards of Professional Appraisal Practice and the Appraisal Institute. • I have made a personal inspection of the property that is the subject of this report. • No one provided significant professional assistance to the person signing this report, other than Frank Hornstein, MAI, the supervising review appraiser. * The appraiser has performed within the context of the competency provisions of the Uniform Standards of Professional Appraisal Practice and those of the Appraisal Institute, relating to review by the Real Estate Appraisal Subcommittees of the Florida Real Estate Commission and the Appraisal Institute. This report is made in compliance with the U.S.P.A.P. competency provision. This report was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. • We currently hold an appropriate state license or certification allowing the performance of real estate appraisals in connection with federally related transactions. This appraisal recognizes the following definition of value: Market Value: as defined in Chapter 12,Code of Federal Regulation,Part 34.42(f)is, "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: 29 CERTIFICATION OF VALUE(Continued) I) 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." As of the date of this report,Frank Hornstein, MAI has completed the requirements under the continuing education program of the Appraisal Institute. By virtue of my inspection, investigation and analyses as set forth in the attached, self- contained appraisal report, it is the opinion of the appraiser that the Market Value of the subject property based, as of July 1,2008 is: FORTY THOUSAND DOLLARS ($40,000) Respectfully submitted, Ileana Amador State Certified General Real Estate Appraiser, No. RZ2659 I have reviewed the iregoing appraisal and agree with the value conclusion. I did not personally inspect subject property. Frank Ho .ein, MAI State Certified General Real Estate Appraiser, No. RZ1376 30 ASSUMPTIONS AND LIMITING CONDITIONS The value conclusion and certification within this report are made expressly subject to the following assumptions and limiting conditions as well as any further reservations or conditions stated within the text of the report. I) No responsibility is assumed for the legal description or for matters including legal or title considerations. Title to the property is assumed to be good and marketable. 2) All existing liens and encumbrances, (except the existing leases if any) have been disregarded, and the property is appraised as though free and clear. 3) Responsible ownership and competent properly management are assumed. 4) The information furnished by others is believed to be reliable. However,no warranty is given for its accuracy. 5) All engineering is assumed to be correct. The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property. 6) It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable. No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. 7) It is assumed that there is full compliance with all applicable federal,state,and local environmental regulations and laws unless non-compliance, is stated, defined, and considered in the appraisal report. 8) It is assumed that all applicable zoning and use regulations and restrictions have been complied with, except where non- conformity has been stated, defined, and considered in the appraisal report. 9) It is assumed that all required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based. 10) It is assumed that the utilization of the land and improvements is within the boundaries of property lines or the property described and that there is no encroachment or trespass unless noted in this report. 31 ASSUMPTIONS AND LIMITING CONDITIONS (Continued) 11) Subsurface rights were not considered in making this appraisal. 12) The distribution, if any, of the total valuation of this report between land and improvements applies only under the stated program of utilization. The separate allocations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used. 13) Possession of this report, or a copy thereof, does not carry with it the right of publication. It may not be used for any purpose by any person other than the party to whom it is addressed without the written consent of the appraiser,and in any event only with proper written qualification and only in its entirety. This appraisal report is to be used by the client, to aid the client in negotiating a purchase price for the subject property with the City of Opa Locka,Florida. The intended user is Aramark Uniform Services and any other party assisting in the negotiation of the purchase price which may include the City of Opa Locka,Florida. The appraisal report is for the sole use of the entity that engages the appraiser(s). "Readdressing an appraisal report to another party that was completed and delivered to a client is prohibited by USPAP and FIRREA. Once an assignment is completed, it is misleading to try to add a new party as client or intended user who was not the original client or identified intended user." The intended user of this report is Aramark Uniform Services and any other party assisting in the negotiation of the purchase price which may include the City of Opa Locka, Florida. 14) The appraiser herein by reason of this appraisal is not required to give further consultation, testimony, or be in attendance in court with reference to the property in question unless arrangements have been previously made. 15) Neither all nor any part of the contents of this report(especially any conclusions as to value,the identity of the appraiser,or any reference to the MAI designation)shall be disseminated to the public through advertising,public relations, news, sales, or other media without the prior written consent and approval of the appraiser. 16) The existence of potentially hazardous material used in the construction or maintenance of the building and/or the existence of toxic waste which may or may not be present on or under the site was not observed during our inspection. However, we are,not qualified to detect such substances. These substances,if'they exist,could have a negative effect on the estimated value of the property. The user of this report is urged to retain an expert in this field if desired. 17) Unless specifically stated to the contrary in the report,no independent evaluation of concurrency matters were made for the subject or any sales comparables. In the event concurrency is found to affect subject property or any of the sales comparables, we reserve the right to reconsider the value conclusion. 18) This appraisal was not based on a requested minimum valuation,a specific valuation, or the approval of a loan. 32 ASSUMPTIONS AND LIMITING CONDITIONS(Continued) 19) The Americans with Disabilities Act(ADA)became effective January 26, 1992. The appraiser has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the act. If so, this fact could have a negative effect upon the value of the property. Since the appraiser has no direct evidence relating to this issue, he did not consider possible noncompliance with the requirements of the ADA in estimating the value of the property. 20) Although requested, a certified survey of the site was not provided. The client indicates the site contains 9,600 square feet based on the Auto-CAD drawing provided. A copy is located in the addenda of this report. It is important to note, that any changes in size from the Auto-Cad drawing as provided by the client, will have a direct impact on the market value estimate. ADDENDA 3. ,zsti 'moo , --r ..b r,y r IJ..-i .51',. I ' w�I�t ' •4r, , View of Subject Right-of-Way - r r i . s f y 'r r? t tv�v.' rrr , �eh+"�. v`�''.t t 1 1 T -� zy ..t ;.N L 3f, ,Y� {: + 1; 4• y-P .,. , "4t , 4t 1�-. 71 - If f, 3 ;- a i m � ?t _3 ! ,�F ' View of Subject Right-of-Way t' F r-'' ''.-;-_'...:"-—-,;,''Z'l.g:;-=,-I'J-SI:',74""rlii:4-:"3'.'':.Z.:>-.4tti.'''' ''';',- P-.,4- --- el, ' .'',-.,1:-t'' it k.:k kif- - y a-`3�1: ,m r.-+r�.y t5�` - is s.-_s 1 T - YY- Ls + -s �" t«. w 'If -1. < t _i L A °.�4�y�y asA. 3' °'i': x ` .' �t` � � � r : G "•.-,: , 1. r - _ _ r - r: _' View of Ali Baba Avenue Looking Westerly f fir .. L P • Z ;y ti { l -1.r4`s View of All Baba Avenue Looking Easterly 35 LAND SALE I Location 2375 All Baba Avenue Opa Locka, Florida O.R. Book &Page 25065/4656, Warranty Deed Date of Sale October 2006 Grantor Ronda Lawson Grantee Florida Industrial Properties One LLC Legal Description Lot 2, Block 2, ALUMINUM INDUSTRIAL PARK, PB 78/50; Public Records of Miami-Dade County,Florida. Folio Number 08-2122-026-0040 Consideration: $1,600,000 Terms Cash to seller Site Size 83,311 square feet Zoning 1-2, Industrial by Opa Locka,Florida.. Comment This is the sale of an 83,311 square foot site that is fully paved and fenced. The property contained a small 4,484 square foot storage/iepair building built in 1966. It was purchased for owner occupancy and for use as a truck storage facility. The property was originally listed for $1,750,000 with a marketing time of four months. The property was appraised by this office. Verification Buyer/Seller;previous appraisal Unit Price $19,21/SF • 36 LAND SALE 2 Location 24.35 Ali Baba Avenue Opa Locka,Florida O.R. Book&Page 25437/2480, Warranty Deed Date of Sale February 2007 Grantor Howard Kauff Grantee Guardian Transportation Inc. Legal Description Lengthy legal description; portion of Block 312, OPA LOCKA CENTER PB 45/71, Public Records of Miami-Dade County, Florida. Folio Number 08-2122-002-0490; 0510; 0520; 0540;0550; 0560 Consideration: $1,500,000 Terms Cash to seller Site Size 60,618 square feet Zoning I-2, Industrial by Opa Locka, Florida. Comment This is the sale of a 60,618 square foot site improved with a small, 5,210 square foot, CBS structure built in 1954. The site was originally listed for$1,846,300 or $30.46 per square foot of land with a marketing time of seven months. The property has been on the market since July 2006. Verification Mr. Warren Feller, Listing Broker,Esslinger-Wooten-Maxwell Unit Price $24.75/SF 37 LAND SALE 3 Location: 8XX East 65`h Street Hialeah, Florida OR Book/Page: 26061/0452, Warranty Deed Date of Sale: November 2007 Grantor: 65 East LLC Grantee: Ea Extra Space&65th St Hialeah LLC Legal Description: Tracts A and B of GRATIGNY DOUGLAS SUB,PB 155/17, Public Records of Miami-Dade County, Florida. Folio No.: 04-2132-048-0010; 0020 Sale Price: $1,750,000 Terms: Cash to seller Site Size: 77,537 square feet Zoning: M-1, Industrial by City of Hialeah Comments: This is the sale of a vacant site containing 77,537 square feet of area. A previous sale occurred in 5/05 for$1,350,000 and 8/03 for$892,000. The original plans for the site were for construction of a street level warehouse condominium project. The site is currently vacant. Unit Indicators $22,57/SF 38 LAND SALE 1 Location 2150 West 76th Street Hialeah, Florida O.R. Book &Page 26311/1214, WD Date of Sale April 2008 Grantor Manuel R.Hernandez Grantee Bremar Dev LLC Legal Description Tract B, BRICKMAN SUB, PB 121/30, Public Records of Miami- Dade County,Florida. Folio Number 04-2027-012-0020 Consideration $1,650,000 Terms Cash to seller Site Size 76,230 square feet Zoning M-1, Industrial by the City of Hialeah, Florida Comment This is the sale of a corner parcel located at the southwest comer of West 76th Street and West 22nd Avenue. The site is vacant,filled to grade and fenced in. A previous sale occurred in August 2006 for $1,200,000. Verified With Rene Vivo, Vivo Real Estate Group Unit Price $21.65 psf MIAMI—DADE COUNTY MAP s y 854 L l,. a -817 — ort j u erd -, nn an°M each .. . . _ma : I/ L,P1 1111 -•-,. sa5 auderdale-by-the-sea •1r`tide •r..� ara. 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Twit=�21 h--S J �r S -�-' 1 /2.:.. - -NT42 -f - - \\..Z _ 1I y NtN=322 d 824 I c h7 f l`, 1 R - ( C c . . ..� 1.----- v 0 M 02 04 06 Copyright+41988.2002 Maresoft Corp ardor its suppliers All rights reserved htlplAvwwmicrosoll torn/sheets Q cop/tight 2001 by Gecgtapttc Data Technology,Irht Ad rights reserved 0 2001 Navigation Technologies All rights reserved The data includes intormalicn taken With permission horn Canadian authorities OH*:Majesty The Queen in Right of Canada �.+.�q ( LAN D�SALLJEESt MAP '958, I �`-'{?:_ 1 ' i lilill8r w , rrir.-ita4 r 'r L-� \ 1 i .�% lYI jf ti t�il %y Or I I _- rTt:- SR AIMINISr!�rii,Gi - o - a c._-.1...-_•:). ' � -.•••• .t '. 42.1 sw„ -=,-- ,_ - r 1t -RI••-Y-T 111. 7 Exit 43 • Exri 43 �' s �'j;_; �iKce e -pl<e 5 `7 l And•l,I�rL'. ;� ,84:,4. ._.a iT-i a �_w_ al 0 .' ...=t . i s- _• -\ 1 I. 6�i_ Illtiliii. i r ry 1/ ICE EEII r =mn,�, ti ��ry= " 4.47 _ q! �=L J 4 n E • e • I.fle l[[ -�� �t:ti ! . 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'i .1�=Il.-.�If 7 Ii:w..� 1--, . 1 , 1 =Tier° -e,t.-...;: ' . J -.._- C:_l!li: .es. - '5%-- 1 '� . ` ,�tViemib=-•' 1.--, r�C:. imii:w - - Bay //f� �� ,:e.-,, . ..�. •-ems r`..- 7i �. %�.. 1�' =�-=... isi tslr u i F:�ft �".`�'� i .'..i tfl[�rr-n.a{{�{t°�,e v .•`.`'e.�tE 31,:�t'yy.;v7=li/. �^%�i.�` r '961, An, � ~'r�w.1,,,, ,i1 .:tit; i ';i'1 j� r nn- I - .. ti i' an,-.1., ft > ,,2-y+fi'_ i ��- 833. 1R 1 k, � mbar 11 +CI3'"`=' ,�,�' (1111=1 d-I gtit.1 [i (1++_fUl +1:�, t.:,p,�^C'oom't'nerco• .. , , . ,i Y= ` .,44.4,2.171-"' .:L ! .. . 1=-`-----III 1.; /i R 7.A•TFr:X11{` 11.111)°i+ �-. - O rn 1 2._ 3. 4 Copyright 0 1088-21182 55iu050h Corp anew its suppliers All rigiss re served.h1ip:Ii wnv•m,crovon oor istreele 0 Copyright 2001 by Geographic Data TecInolsgy,Ine NI righs reserved @ 2001 Navigation Technologies Aft rights reserved This data includes intonation taken With permission OM Canadian au,heri,ies 0 Her Majesty the Owen in Right of Canada.