PALMETTO STATION SQUARE PROPOSED · KLX Aerospace Solutions, Baptist Health, and many more...

Confidential Offering Memorandum

MIAMI-DADE COUNTY FLORIDA

BINSWANGER-GATEWAY

7400 NW 79TH AVENUE, MEDLEY, FL 33166-2304

PALMETTO STATION SQUARE

PROPOSEDTRANSPORTATION ORIENTED DEVELOPMENT (“TOD”)

11.884-ACRE LAND SALE

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TABLE OF CONTENTS

Executive Summary ............................................................................................................. 1

Property Overview .............................................................................................................. 3

Location Overview............................................................................................................... 9

Market Overview ............................................................................................................... 12

Inquire and Offer Guidelines ............................................................................................. 15

BINSWANGER-GATEWAY

PALMETTO STATION SQUARE

PROPOSEDTRANSPORTATION ORIENTED DEVELOPMENT (“TOD”}

11.884-ACRE LAND SALE

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BINSWANGER-GATEWAY7400 NW 79TH AVENUE, MEDLEY, FL 33166-2304

EXECUTIVE SUMMARY

Binswanger-Gateway Partnership, as exclusive representative of Sigma Investments USA, LLC (“Owner”), is pleased to offer for sale to qualified investors the 100% fee simple interest in the land and building owned by Owner located in Miami-Dade County, FL situated at 7400 NW 79th Avenue, Medley FL 33166-2304 (“Property”).

Investment highlights include:

� An 11.884-acre dominant development site next to the Palmetto Metrorail Station which links to the entire Metrorail system including Miami International Airport’s $2 billion Intermodal Center, a regional transportation hub linking to Tri-Rail, Amtrak, Intercity Bus system, and more.

� The Property represents the last remaining major development site available with direct frontage on the Palmetto Expressway in the Airport West Submarket with excellent visibility exposing the Property to more than 230,000 vehicles per day.

� The Department of Transportation and Public Works (“DTPW”) is presently working with Regulatory and Economic Resources (“RER”) to re-develop the Palmetto Metrorail Station in its entirety (see Jacobs Intermodal Terminal Feasibility Study in VDR) and include it into the County’s Rapid Transit Zone (“RTZ”).

� The Rapid Transit Zone ordinance consolidates the problem of multiple zoning and permitting jurisdictions within the County making Public Private Partnerships (“PPP”) easier to execute, and also offers advantageous zoning, tax increment financing, and opportunities for reinvestment of captured value back into capital projects and related development infrastructure.

� Once the Palmetto Metrorail Station is incorporated into the RTZ, DTPW proposes to advertise a Request for Proposal (“RFP”) for a Transit Oriented Development (“TOD”) at the site. The TOD is expected to include a mix of uses such as commercial and residential, replacement of transit parking impacted by the development, and some improvements to the Palmetto Metrorail Station.

� The Property’s location, land size, and attributes position the buyer of the Property to be successful in responding to the very specific requirements of the RFP for a Transit Oriented Development at the site, in addition to other more immediate master planning options including outparcel developments.

� The Owner has spent significant time and money in master planning, zoning analysis, environmental analysis, and more conducted by best-in-class consultants representing an opportunity for a developer to move quickly to develop a master-planned mixed-use project afforded by a Transit Oriented Development with architecturally significant buildings potentially becoming a local landmark.

Palmetto ExpwNW 74th Street

Palmetto Metrorail Station

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� For additional information on the pre-development studies, reports, and list of consultants and County contacts as well as information about the Strategic Miami Rapid Transit Plan (“SMART”), RTZ, TOD, and more, please review the documents available in the Real Capital Markets Virtual Deal Room (“VDR”).

� Centrally located in the Airport West Submarket, the Property has a full interchange on the NWC of the Palmetto Expressway (SR 826) and NW 74th Street with a planned turn lane, shoulder, and barrier wall branching from the Palmetto southbound off-ramp directly into the Property and a planned deceleration lane from the west into the Property providing extraordinary access.

� Possible uses may include corporate offices, retailers, government buildings, hotels, conference/trade center, urgent-care medical facilities, health and fitness providers, restaurants, entertainment venues, apartment-hotels, auto dealerships, banks, which are all in solid demand.

� Additionally, with the rapid expansion of e-commerce, facilities able to accommodate a denser distribution network are critical and will increase over time, especially in well located infill locations providing last-mile multi-story distribution centers.

� The Property is surrounded by new infrastructure improvements including wider roads capable of supporting the ongoing transformation of mixed industrial and commercial uses to a more retail oriented character connecting to Interstate and regional highways only minutes away providing convenient access to the entire Miami-Dade County metro area.

� In addition to being a transit-enabled and strategically located area of Miami, the Airport West Submarket contains Miami’s trophy sector for office and industrial business parks which have historically outperformed the market at large and have been well received by tenants and institutional investors with rates and occupancy above the metro average for product type.

� The Miami Airport West Submarket is proximate to major employers and regional malls and the preferred location for large corporations such Telemundo, Carnival, Amazon, Diversified Aero Services, B/E Aerospace, KLX Aerospace Solutions, Baptist Health, and many more including the now under construction Jackson Hospital at the NWC of the Palmetto Expressway and NW 25th Street.

� An Owner related company, Sigma Equipment Co. (“Sigma”), currently operates from the Property and is willing to enter into a NNN sale/leaseback and continue to operate from the Property, in whole or in part, while the Purchaser master plans and develops the Property – website www.sigmaequipmentco.com

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PROPERTY OVERVIEWProperty Description: The property consists of one owner-occupied building used by Sigma as a construction equipment center with ancillary support areas totaling 29,954 sq. ft. on 11.834 acres situated in Miami-Dade County at 7400 NW 79th Avenue, Medley, FL 33166-2304.

Building Area: 29,954 sq. ft.

Land Area: 11.884 acres (517,667 sq. ft.)

Number of Buildings: One

Number of Floors: Two

The buildings have a parking ratio consistent with the use

Construction: Roof: Flat roofing systemFloor Slab: Concrete over compacted fill with spread perimeter footersWalls: Block-wall construction

Date of Construction: 1982 with subsequent improvements and updates Elevators: One

Windows and Doors:Windows and doors in aluminum frames, wood interior doors

Toilet Facilities: Typical to serve office and related services

Electrical Service:3,000 AMP service to various panels

Lighting: Typical to serve office and related services

Power: Florida Power & Light Co.

NW 74th Street

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HVAC: The office areas are centrally cooled by roof-mounted units connected through building ductwork

Water: Miami-Dade Water and Sewer Authority

Sewer: Miami-Dade Water and Sewer Authority

Sprinkler: Class IV Sprinkler System throughout the building

Security: The building has security cameras, check-in desks, and an alarm system for after hours

Truck Loading: Truck Bays Assessor’s Parcel #/Taxes: Parcel # Taxes (2018)22-3010-002-0010 $120,501.45

Zoning: 7100/Industrial/Light Manufacturing (see property card)

Flood Map:National Flood Insurance Rate Map indicates the property is within a Zone X

Easements:No adverse easement(s) known

Location Description: Located in the town of Medley adjacent to the Miami-Dade County Palmetto Memorial Station on the northwest corner of the intersection of the Palmetto Expressway (SR826) and NW 74th Street.

The information contained herein is from sources deemed reliable, but no warranty or representation is made as to the accuracy thereof and no liability may be imposed.

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LOCATION OVERVIEWMIAMI-DADE COUNTY

Miami-Dade County is located along the southeast tip of the Florida peninsula and bounded by Biscayne Bay and the Atlantic Ocean to the east, Everglades National Park to the west, the Florida Keys to the south, and Broward County to the north. With a population of over 2.75 million people it is comprised of 36 municipalities of which the City of Miami is the largest followed by Hialeah, Miami Gardens, Miami Beach, North Miami, and Coral Gables.

Each municipality has its own government and provides city services such as police and zoning protection. The unincorporated areas of Miami-Dade County do not fall within the jurisdiction of a municipality and, if declared a city, would form the largest city in Florida and one of the largest in the nation.

Why Miami-Dade County?More than 800 multinational corporations and thousands of other companies have chosen to establish offices in Miami-Dade County. With a healthy economy, there are numerous reasons why organizations from around the world continue to choose Miami-Dade as a location to operate from.

Top 10 Reasons to Chose Miami-Dade County � Miami-Dade County ranks 2nd in the US with the most international consulates, trade offices, and bi-national

chambers of commerce that support the worldwide flow of goods and services.

� Convenient direct air service from Miami International Airport to all major destinations in Latin America and the Caribbean with more flights to the region than any other US airport.

� Ability to ship goods efficiently anywhere in the world through PortMiami, Florida’s largest container port, and a pivotal connecting point between the Americas and the rest of the world.

� A central location in the Western Hemisphere and Eastern time zone, facilitating unmatched connectivity through state-of-the-art, reliable network communications with Europe and the western United States.

� Excellent business climate with no local or state personal income tax.

� Skilled multicultural workforce drawn from more than 120 nations speaking over 80 languages.

� Strong, growing domestic economy serving more than 5.5 million South Floridians.

� Ready access to sophisticated international banking, insurance, legal, and other professional services.

� High quality of life with a wide range of housing options, year-round outdoor recreational activities, renowned cultural institutions, and four major professional sports franchises.

� Financial incentive programs and workforce training incentives are available to qualified companies.

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International CommerceAs the “Gateway to the Americas,” Miami-Dade County has emerged as an international hub for commerce. Its proximity to Latin America and the Caribbean is a key strategic asset. Miami-Dade boasts a vibrant business community and is one of the world’s leading metropolitan areas for global companies ranking 1st in Latin American Headquarters with a roster of multinational corporations that includes Apple, Nokia, AIG, Oracle, IBM, Clorox, Ryder System, Burger King and Porsche. It also includes over 50 Japanese companies, leading Korean multinationals like Hyundai and Samsung, and an increasingly strong Chinese presence.

Miami International Airport (MIA)With over 44 million passengers, MIA is the largest U.S. gateway for Latin America and the Caribbean and is one of the world’s busiest airports ranking #1 in the United States for international freight and #2 in international passengers. MIA’s and the General Aviation Airports’ annual economic impact is $31 billion. MIA and related aviation industries contribute 270,681 jobs directly and indirectly to the local economy which equates to one out of 4.9 jobs in Miami-Dade County.

PortMiamiPortMiami is among America’s busiest ports and recognized throughout the world as the Cruise Capital of the World and the Cargo Gateway of the Americas. PortMiami is the #1 container port in Florida and the only port south of Virginia capable of handling fully laden 14,000 TEU vessels, as well as North America’s closest port to the Panama Canal. Providing time-saving benefits to shippers from the Far East, trade with the Pacific Rim has grown significantly in recent years. China is now the Port of Miami’s #1 partner.

Business and Job CreationMore than 10 years ago, the business community in Miami-Dade County began a concerted effort to diversify the economy to ensure the future success of our community. Business and community leaders of Miami-Dade decided to focus on a variety of sectors, including aviation, life sciences, financial services, information technology and telecommunications, international commerce, professional services, and film and entertainment, to promote business investment and job creation. The result is one of the strongest local economies in the United States with strong job growth and ever increasing interest from domestic and international companies in relocating and expanding to our community.

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LOCATION MAPS

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MARKET OVERVIEWMIAMI-DADE COUNTY ECONOMY

Miami-Dade County is Florida’s largest county, with a population of 2.8 million and a gross metro product of $120.5 billion. The market’s status as a gateway market, particularly for Latin America, will continue to attract international capital and trade, which will help boost the construction and finance industries.

Over the past decade Miami-Dade County’s economy has been driven by demographic growth and international investment. Miami-Dade County serves as the heart of the South Florida logistics industry. Foreign investors continue to pour capital in Miami-Dade County, with institutional investors from Europe now eclipsing Latin American residential and commercial real estate market investors. This transformation has not only provided a boost to the region’s economy, but also an economic base that is more diversified.Miami-Dade County’s labor market added 144,000 jobs and grew by 13.9% over the past five years. It is projected to experience favorable conditions driven by booming demographics. The county is home to three higher education institutions and 233,00 students, providing an extremely rich talent pool for employers based in the county and across South Florida. The transformation of Miami-Dade County’s economic engine should attract more and higher paying jobs to the region, a much-needed development that will ensure continued growth for Miami-Dade County’s retail and multifamily markets.

Miami-Dade County has long been an established gateway with strong international ties that brings not only visitors, but also high levels of foreign investment to the area. Following the Great Recession, Miami-Dade County’s economy has expanded rapidly and transformed, with especially positive developments in its strong services and trade sectors.

MIAMI-DADE COUNTY OFFICE MARKET

Miami-Dade County’s strong economy is creating the favorable conditions for the local office market. Fundamentals remain tight with CBD Class A vacancy rates at historic lows and rents having increased by 25% over the last five years. Although the prospects for additional rent growth are good, landlords offering strong amenities will be better positioned to take advantage of new tenant demand.

Deliveries over the past five years were limited to just 1.4 million sq. ft. and concentrated in just a few submarkets. The Brickell submarket saw most of the CBD Class A deliveries, which were swiftly absorbed by tenants already in the market seeking to upgrade, as well as new-to-market companies. The Miami-Dade County market absorbed 4.3 million sq. ft. of office space over the last five years, far surpassing deliveries. Planned and under construction projects remain limited; primarily because high construction costs, long office product delivery cycles, high land prices and limited land availability prevent attractive investment returns on new development. This should help to keep market fundamentals sound.

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Sales prices continue to rise in Miami-Dade County, primarily driven by a lack of developable land, strong office market fundamentals and limited new projects coming to market. The average sales price per sq. ft. has risen over 76% on office assets in the last five years and is projected to continue rising given the limited supply and increasing investor demand. Cap rates are stable around 5%, and asset NOI has risen annually since 2013.

Miami-Dade County office-using jobs have experienced a very strong increase of more than 30% since 2009. This has been primarily driven by growth in the region’s financial and business services sectors. Rapid development of the Brickell and Downtown Miami-Dade County areas prior to the credit crisis has left very little available developable land for office projects. These factors have severely restricted supply dynamics and will support the market across the economic cycle.

MIAMI-DADE COUNTY RETAIL MARKET

Miami-Dade County’s retail market consists of more than 45 million sq. ft. and is experiencing significant growth. In the last five years vacancy has remained under 4% while rents have increased by 15%. The Miami-Dade County retail sector is driven by both local residents and a very large tourism sector. Retail sales for Miami-Dade County are estimated at over $34 billion and are forecasted to grow by 5.8% over the next year. Visitors to the area average almost 16 million annually, spending more than $25 billion. This represents a 12% visitor growth rate over the past five years. International visitors represented 62% of total visitors in 2017 and it is estimated that upwards of 30% of retail spending in Miami-Dade County is driven by tourists.

Over the last five years absorption has exceeded new completions by a wide margin. Absorption is expected to slow due to a downshifting development pipeline. The majority of new retail projects under construction are in the Northeast Dade and Downtown Miami-Dade County submarkets. The majority of space under construction is preleased, which will assist in keeping occupancy levels tight.

Although cap rates have compressed for Miami-Dade County retail, now below 6%, they exceed national averages. Recently traded assets have been smaller assets, with approximately 90% of trades being for properties under 25,000 sq. ft., putting elevated cap rates into context.

Miami-Dade County is home to more traditional retail areas located in areas like Miami Beach and Aventura but has recently seen the rise of significant new retail areas such as Brickell City Center, the Wynwood Art District and the Design District. Conservative and targeted novel and experience-driven development since 2010 has allowed the market to withstand the downsizing trend many national retailers have experienced. Miami-Dade County’s global city status and its strong economic growth will continue to support its retail sector as the national retail sector goes through a transformation.

MIAMI-DADE COUNTY MULTIFAMILY MARKET

A strong economy and fast-growing population continue to bolster the multifamily market in Miami-Dade County. Miami-Dade County’s multifamily market encompasses 275,000 units and with average rents exceeding $1,500 per unit. Despite an elevated rate of completions, the region’s growing population and strong economy are expected to put downward pressure on vacancy rates.

Deliveries over the past five years were substantial. Completions totaled 15,600 units, slightly above the 14,500 units absorbed over the same period. Construction activity remains very strong despite rising construction costs. Strong historical absorption and robust demographics are encouraging developers to continue to build.

The multifamily development industry has been highly active. Over 4,300 units were delivered in 2018, with over 19,000 units remaining under construction. This might suggest that developers may be over-aggressive with new development, but in a market that absorbs over 4,200 units annually, demand should continue to support much of this aggressive growth. Total inventory has increased by just over 15% since 2009, which is a lower rate than several other Florida markets.

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The multifamily market in Miami-Dade County remains strong, having assuaged concerns that it would be unable to absorb the large amount of newly completed rentable units. Historically, foreign owners and investors have played a major role in Miami-Dade County’s multifamily market; however, with many Latin American economies struggling and seeing their currencies depreciate relative to the U.S. Dollar, domestic investors and developers are playing a more prominent role. As South Florida’s economy strengthens and as developable land becomes more scarce, existing assets will continue to appreciate, offering attractive investment opportunities.

MIAMI-DADE COUNTY INDUSTRIAL MARKET

Miami-Dade County’s industrial market consists of almost 220 million sq. ft. of space and is one with incredibly strong fundamentals. The market has experienced sustained low vacancy rates near 3% for each of the last three years. The impressive demand has been driven by both the local economy as well as rising trade through Miami International Airport, now the country’s largest international cargo airport, and PortMiami. The strong demand, together with limited new industrial supply, provide solid support for the market. Consequently, strong fundamentals are attracting a large number of investors to the market.

Completions over the last five years exceeded 11 million sq. ft. and were well below net absorption totals over the same period. Strong demand ensured that completions were absorbed at a brisk rate, while at the same time vacancy remained low and asking rents increased by more than 20%. Developers are very confident in the prospects for the local market and are expected to deliver enough new product to lift vacancy rates. The vacancy rise is expected to be short-term due to rapid rates of absorption.

With an average price of more than $100 per sq. ft., sale prices are considerably higher than the other Florida industrial markets. This represents an increase of more than 40% over the last five years with average cap rates below 5%.

Miami-Dade County’s robust population growth and gateway market presence will drive trade and support strengthening industrial market fundamentals. Available developable land will only diminish as Miami-Dade County is enveloped on a narrow stretch of land between the Everglades and the Atlantic Ocean. The rise of e-commerce and omnichannel retail, and the growth of last mile logistics will provide further support for Miami-Dade County’s industrial real estate.

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COMPARABLE LAND SALESMIAMI-DADE COUNTY RE-DEVELOPMENT SITES

ADDRESS SIZE SIZE SELLER SALE PRICE PER SALE

FOLIO # ACRES SQ. FT. BUYER PRICE SQ FT DATE

3959 NW 79TH AVE DORAL

35302703200202.82 122,640 DORAL HOSPITALITY

3959 PROPERTY HOLD $13,910,000 $113 Dec-18

1401 NW 110TH AVE SWEETWATER

25303101700203.20 139,531 SHAPIGO DEVELOP.

SAN IGNACIO UNIV $8,900,000 $64 Nov-18

3900 NW 79TH AVE 7905 NW 36TH ST

DORAL 3530270010120, -0112

9.83 428,888 DORAL ENTRANCE LLC

AVALON DORAL LLC DORAL ATRIUM INV LLC

$33,500,000 $78 May-18

7777 NW 41ST ST DORAL

3530220000101 3530220000090

23.70 1,032,436 BOTTLING GROUP LLC 7777 INVESTMENT LLC $40,268,000 $39 Jan-18

3300 NW 87TH AVE DORAL

35302801802801.56 67,957 ROMACORP, INC.

WAGAS V DORAL, LLC $6,400,000 $94 Jan-18

8700 NW 36TH ST DORAL

35302700102453.86 168,255

FLORAL COURT DEV DORAL COURT RETAIL

INVESTMENT$12,500,000 $74 Sep-17


3530210010312, -0314 AND -03152.61 113,701 NEW LAND DORAL LLC

BAPTIST HEALTH SFLA $6,700,000 $59 Apr-17


3530270370010, -0020 AND -003018.74 816,486 AAAA UNIVERSE LLC

MDC PUBLIC HEALTH $38,500,000 $47 Jun-15

NUMBER OF COMPARABLE LAND SALES: 8

AVERAGE SALE PRICE PER SQ FT: $56

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INQUIRE AND OFFER GUIDELINESBinswanger-Gateway Partnership (“Binswanger”) has been retained by Sigma Investments USA, LLC (“Owner”) regarding the sale of certain land and real property assets and improvements located in Miami-Dade County at 7400 NW 79th Avenue, Medley, FL 33166-2304 (hereafter “the Property”).

The Property will be sold “as is, where is.” The Owner will consider all qualified offers but is under no obligation to accept the highest offer or any offer. To qualify for review of their offer, offerors must carefully follow the provisions, requirements, terms, and conditions as outlined below.

There will be a “call for offers” issued to prospective and interested parties. The “call for offers” will set forth the specific date and time for the submission of an offer. All inquiries should be directed to:

Pedro J. Garcia, SIORPalmetto Station Square OfferBinswanger-Gateway PartnershipPlaza 57, Suite 540, 7301 SW 57th CourtSouth Miami, FL 33143305-529-5010305-342-8885 (cell)[email protected]

Offers which are received by the due date will be reviewed and evaluated as described herein. Updates will occur when necessary, please check the website on a continuing basis.

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7400 NW 79TH AVENUE, MEDLEY, FL 33166-2304 BINSWANGER-GATEWAY

OFFER REQUIREMENTS

Offers should be submitted in letter form on the offeror’s letterhead and signed by an authorized representative of the offeror.

Please include the following information when submitting your offer:

PurchaserThe offer should identify the purchasing entity in detail. The name, address and telephone number of those individuals that can be contacted during the period of offer evaluation regarding the offer should also be included as well as relevant financial data and other information the offeror feels is important.

Amount of OfferThe offer must set out the proposed purchase price (the “Purchase Price”) for the Property, and any proposed good faith deposit to be submitted upon execution of a Purchase and Sale Agreement.

Purchase and Sale Agreement Qualified offerors are encouraged to submit a proposed Purchase and Sale Agreement with the submission of their offer. In any event, an executed Purchase and Sale Agreement will be required in order for an offeror to be selected as the successful purchaser.

ClosingClosing on the sale shall occur no later than 60-days after the parties execute a Purchase and Sale Agreement.

OtherPlease submit any other relevant terms that offeror deems appropriate.

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SELECTION CRITERIA

In reviewing and evaluating offers, the Owner may consider such criteria (all criteria considered by the Owner being referred to collectively as the “Selection Criteria”) that, in Owner’s sole and absolute discretion, are in its best interests. The Selection Criteria includes but is not limited to the following:

� The Purchase Price � The proposed amount and receipt of the deposit � Offeror’s qualifications and capability to close � Offeror’s proposed due diligence and time to close � Offeror’s compliance with the requirements, provisions, terms, and conditions outlined in these Offer

Instructions

TERMS AND CONDITIONS

Not an OfferThis offering does not constitute a solicitation or an offer for the purchase of the Property, nor a solicitation or offer to sell the Property. The Owner and Binswanger shall not incur any obligation or liability on account of this offering or any submission made in connection with this offering or any other reason.

This offering, at any time, may be reissued, amended, supplemented, extended and withdrawn at the Owner’s sole and absolute discretion. Representatives of the Owner and Binswanger are not authorized to give offerors interpretations of this offering, including these Instructions, or additional information regarding the process.

The Owner has no obligation, under this offering or otherwise, to dispose of the Property, or any portion of the Property, through this Offer process, including, without limiting the foregoing, to dispose of the Property to the highest offeror or offerors. The Owner may at any time withdraw the Property, or any portion of any of the Property included in this offering from the market.

Submission of OffersThe Owner and its representatives reserve the right to independently investigate or request clarification of the contents of any offer, including requiring any offeror to provide additional information or to make an oral presentation. All materials submitted in response to this offering become the Owner’s property without any obligation of the Owner or Binswanger to return such materials. All determinations as to completeness of any submission and its compliance with the provisions, requirements, terms, and conditions of this offering and the eligibility or qualification of any offeror shall be in the sole and absolute discretion of the Owner. The Owner may waive any of the provisions, requirements, terms, and conditions of this offering.

Condition of the PropertyOffers are invited for the Property on an “as is, where is” basis, without representations or warranties of any kind, nature or description by the Owner or Binswanger. Offers are subject to any conveyance, covenants, and restrictions of title that may exist on any of the Property.

Permits and ApprovalsOfferors should consult with local zoning and land use authorities regarding permitted uses of the Property. The Property will be conveyed subject to all local zoning and land use laws, regulations, ordinances, practices and procedures.

The Owner may consider all reasonable offers, including any offers not strictly adhering to the Offer Requirements.

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ExpensesThe Owner shall not be liable for any costs or expenses incurred by any offeror in responding to this offering, in connection with the Property or under any other circumstances. All costs and expenses incurred by each offeror in connection with this offering or the Property will be borne by the offeror, including, without limiting the foregoing, all costs and expenses in connection with surveys, reports, studies, research and other due diligence work, preparation of each offer, and advice and representation of legal counsel.

BrokersOffers shall be accepted from principals only. No brokerage fees, finder’s fees, commissions, or other compensation will be payable by the Owner or Binswanger in connection with the selection of a offeror or the disposition of the Property. Submission of an offer by an offeror in response to this offering constitutes an undertaking by the offeror to hold harmless and indemnify and defend the Owner, Binswanger and its and their respective officers, shareholders, agents, employees, affiliates and representatives from and against any and all expenses, damages or liability (including, without limiting the foregoing, attorneys’ fees and disbursements) arising out of any claim for such fees, commissions or other compensation made in connection with such offeror’s response to this offering, selection or non-selection there under or execution (or non-execution) of a Purchase and Sale Agreement or Lease.

GENERAL CONDITIONS

Neither the Owner nor Binswanger make any representations or warranties whatsoever with respect to the Property or surrounding community including, without limiting the foregoing, representations or warranties as to the accuracy or completeness of any information or assumptions provided or otherwise furnished to offerors; the use or development, or potential use or development, of the Property or any portion thereof; encumbrances, easements, restrictions, and agreements with respect to the Property; the physical condition, environmental condition, layout, configuration, size, boundaries, access, location, systems, and utilities for all land and improvements constituting the Property; the absence or presence of hazardous substances or toxic materials in, under or upon the Property and the adjacent Property; compliance with environmental laws; or the suitability of the Property for any specific uses or development.

Each offeror shall make its own analysis and evaluation of the Property, including, without limiting the foregoing encumbrances, easements, restrictions, and agreements with respect to the Property; the physical condition, environmental condition, layout, configuration, size, boundaries, access, location, systems, and utilities for all land and improvements constituting the Property; the absence or presence of hazardous substances or toxic materials in, under, or upon the Property; compliance with environmental laws; and the suitability of the Property for any use or development. Each offeror shall obtain its own independent legal, accounting, engineering, and technical advice on all matters relating to the Property, including, without limiting the foregoing: examination, review and independent verification of any information provided by the Owner or Binswanger or their advisors; land and improvements constituting the Property; all local laws, regulations, covenants and restrictions, and conditions that may affect the use and development of the Property; and all other matters that may be material.

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Offerors shall be responsible to satisfy themselves as to the accuracy of the information made available to offerors by the Owner or Binswanger including, without limiting the foregoing, any information contained in this offering.

In addition to those terms and conditions stated elsewhere, this offering is subject to the following:

� All offerors on the Property must comply with all applicable federal, state, and local laws and regulations.

� Renovations or conversions of any existing improvement or portions thereof at any of the Property are to be performed at the sole cost and expense of offeror after closing.

� The Owner and Binswanger will not pay for or refund any costs and expenses incurred by any offeror in responding to this offering.

� Any and all determinations as to the completeness or compliance of any offer or as to the eligibility,

qualification or capability of any offeror will be within the sole and absolute discretion of the Owner.

� The Owner and Binswanger shall have no obligation or liability whatsoever to any person or entity whose offer is selected or designated as a result of this offering.

� This offering may be reissued, amended, extended or withdrawn in whole or in part at any time, including without limiting the foregoing, after offers have been submitted.

� Issuance of this offering does not obligate the Owner or Binswanger to undertake any action.

� By submitting an offer for the Property, the offeror authorizes the Owner or its representatives, to contact any and all other persons identified by the offeror in any materials submitted in connection with this offering or in any investigation conducted by or on behalf of the Owner and obtain release of pertinent financial and other information as well as the verification of the information provided by or on behalf of the offeror. By submitting an offer for the Property, the offeror agrees to abide and be bound by all the terms and conditions of this offering, including these Instructions.

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DISCLAIMER

Sigma Investments USA, LLC (“Owner”), Binswanger has been authorized to present a sale for approximately 29,954 sq. ft. of building on approximately 11.884 acres of land situated at 7400 NW 79th Avenue, Medley, Florida 33166.

This Offering Memorandum (“OM”) is provided for the sole purpose of allowing a potential investor to evaluate whether there is interest in proceeding with further discussions regarding a possible purchase of, or investment in the subject Property.

The potential investor is urged to perform its own examination and inspection of the property and information relating to the same, and shall rely on such examination and investigation and not on this Offering Memorandum or any materials, statements or information contained herein or otherwise provided by owner and its representatives.

Neither Owner, Binswanger-Gateway Partnership, nor any of their respective partners, directors, officers, employees and agent (“Agents”), make any representation or warranties, whether expressed or implied, by operation of law or otherwise, with respect to this OM or the Property or any materials, statements (including financial statement and projections) or information contained herein or relating thereto, or as to the accuracy or completeness of such materials, statements or information, or as to the condition, quality or fitness of the property, or assumes any responsibility with respect thereto. Such materials, statements and information have in many circumstances been obtained from outside sources, and have not been tested or verified. The information provided is for informational purposes only, and no direct reliance is provided by Owner, Binswanger-Gateway Partnership or Agents. Projections, in particular, are based on various assumptions and subjective determinations as to which no guaranty or assurance can be given.

Without limiting the foregoing, in the event this OM contains information relating to asbestos or any hazardous, toxic or dangerous chemical, item, or substance (“Hazardous Materials”) in relation to the Property, such information shall in no way be construed as creating any warranties, or representations, express or implied, by operation or law or otherwise, by Agents or the owner, as to the existence or nonexistence or nature of Hazardous Materials in, under, on or around the Property.

This OM is provided subject to errors, omissions, change of price or terms and other changes to the materials, statements and information contained herein or relating to the Property, and is subject to withdrawal, all without notice. The contents hereof are confidential and are not to be reproduced or distributed to any person or entity without the prior written consent of Agents or Owner, or used for any purpose other than initial evaluations as indicated above.

PALMETTO STATION SQUARE PROPOSED · KLX Aerospace Solutions, Baptist Health, and many more...

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