Residential Redevelopment

Atlantic, LLC

LISTING AGREEMENT

between

Atlantic (Builder)

13815 Emerson St. Suite 106

Palm Beach Gardens, FL 33418

And

(Realtor)For Lauderdale, FL

1. Builder agrees to enter into a listing agreement with Realtor to build a 5,000 sq ft new home (plans to be determined) according to New Home Standards (see attached) on (?) , Fort Lauderdale, FL 33301 (Property) for the agreed amount of $2,040km.
2. Buyer to purchase Property directly from Seller in the amount of $1.3m
3. Buyer to enter into $2,040k contract with Builder to build the new 5,000 sq ft new home.
4. Builder to pay a 5% realtor commission on property and the new home to Brokers upon Buyer closing on the house and property.
5. Seller to be paid $1.3m for property in full before any construction begins.
6. Seller has the option to sell the Property with no financial liability to Builder.

X________________

(Realtor)

X________________

Builder – Atlantic, LLC

Date________

REALTOR-BUILDER AGREEMENT

Builder to pay a 5% commision to Realtors on property and new home — (5% x $3,340k = $165,000) upon Buyer closing on Property.

This Agreement (check, if applicable): _____ modifies and amends any previous offer of compensation made through the MLS or otherwise.

This Agreement is subject to all applicable rules, regulations and procedures of any local broker-builder cooperative sales guidelines, if any. The parties agree to keep this Agreement confidential and not make any public announcements or disclosures with respect to this Agreement without the written consent of the Builder.

This Agreement may be supplied for informational purposes to any title company, lender or other person preparing closing documents or handling the closing.

Builder:

By:_____________________ Date ________

Atlantic, LLC

Realtor:

By:_____________________ Date ________

(Realtor)

WARD • DAMON

ATTORNEYS AT LAW

4420 BEACON CIRCLE

WEST PALM BEACH, FL 33407

Tel: (561) 842-3000

Fax: (561) 842-3626

www.warddamon.com

Adam R. Seligman, Esquire

ASeligman@warddamon.com

Kevin Patrick Burke and John August Burke

Atlantic

13815 Emerson St – s-106

PBG, FL 33418

OPINION LETTER

Re: Referral Fees: Commission Agreement Between Builder and Broker

To Whom It May Concern:

This firm is counsel to the Atlantic, LLC (hereinafter “Atlantic”). Atlantic has requested our opinion letter relative to the payment of commission, referral and/or consultation fees for brokers referring work to Atlantic for construction. This Opinion has been prepared and is to be construed in accordance with the Report on Third-Party Legal Opinion Customary Practice in Florida, dated December 3, 2011 issued jointly by the Business Law Section and the Real Property, Probate & Trust Law Section of The Florida Bar (the “Report”) and is incorporated herein, as appropriate by reference. This opinion letter is furnished to Atlantic pursuant to its request. Capitalized terms used but not otherwise defined herein shall have the definitions set forth in such other related documents, if any. This opinion letter is limited to the matters expressly stated herein. No opinions are to be inferred or implied beyond the opinions expressly so stated. We have examined the Florida Statutes, Florida administrative Code and other documents as we believe necessary, and have made such inquiries as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that:

1. Atlantic is a limited liability company duly formed and validly existing and in good standing under the laws of the State of Florida, has the power to own its assets and to transact the business in which it is currently engaged. Atlantic has the power to execute, deliver and perform the terms and conditions of any referral or commission agreement and all of the documents contemplated thereby. Atlantic has taken all necessary corporate action to authorize the execution, delivery and performance of any referral or commission agreement.

2. All necessary and appropriate authorizations, consents or approvals as required by the Articles and By-Laws or Operating Agreement of Atlantic, the laws of the State of Florida or any other agreement, trust or other instrument of which we have actual knowledge in connection with the execution, delivery and performance by Atlantic.

3. Any referral or commission agreement, and all documents and instruments referred to therein to be executed, delivered and performed by Atlantic has been duly authorized, executed and delivered by Atlantic and constitute legal, valid and binding obligations of Atlantic enforceable in accordance with their respective terms.

4. No consent, approval, authorization or other action by, or filing or registration with, any governmental authority of the United States or the State of Florida is required by or on behalf of Atlantic to execute and deliver the referral or commission agreements and to close the transaction contemplated thereto.

5. To our knowledge, there is no action, suit or proceeding, at law or in equity, or by or before any governmental agency, now pending or overtly threatened in writing against Atlantic that challenges the validity or enforceability of, seeks to enjoin the performance of, or seeks damages with respect to, any referral or commission agreement. For avoidance of doubt, please be advised that in rendering this opinion we have made no independent investigation, including, without limitation, any search of court records, the files of our firm or the files of Atlantic.

6. There appears to be nothing illegal or improper for Atlantic to agree to pay a broker a disclosed commission determined by the costs of a lot and construction. RESPA prohibits anyone from giving or accepting a fee, kickback or anything of value in exchange for referrals of settlement service business involving a federally related mortgage loan. See 12 U.S. Code Chapter 27, Section 2607(a). However, this limitation should be not construed to prohibit payments made for goods and facilities actually furnished or for services actually performed. See Section 2607(c)(2). Therefore, one could argue this means brokers can be paid a fee for promoting another’s products/services. The department may investigate what they determine to be high prices, and “if the payment of a thing of value bears no reasonable relationship to the market value of the goods or services provided, then the excess is not for services or goods actually performed or provided.” 24 CFR 3500.14(g)(2). Further, in determining whether the payment exceeds the reasonable value of such goods, facilities or services, the value of a referral (i.e. the value of any additional business obtained therefrom) will not be taken into account.

7. Therefore, there appears to be nothing illegal or improper for a builder to agree to pay a broker a commission or referral fee determined by the costs of construction in the event the buyer decides to use the builder. The builder and broker could claim that this is a marketing or consulting expense. However, this type of arrangement must be fully disclosed to the buyer (i.e. that the broker is receiving not only a commission on the purchase of the lot from the buyer, but is also received a commission based on the construction costs of the builder which sum is ultimately paid by the buyer). See Article 6 of the Code of Ethics and Standards of Practice of the National Association of Realtors. Therefore, before the buyer agrees to buy the lot, the agent should disclose the buyer’s or contractor’s obligation to pay a further commission upon the costs of the eventual construction. Without this disclosure, it is illegal in Florida for any real estate broker to be compensated for referring or placing business in connection with a buyer’s transaction. We would also suggest any such transaction include a written agreement between the builder and the broker specifically detailing how the commission or fee is to be paid. We can prepare such an agreement if needed.

The opinions previously expressed are subject to the following limitations and qualifications:

(a) We are members of the Bar of the State of Florida only and do not purport to be experts on or generally familiar with the laws of any other state.

(b) In rendering this opinion, we have relied on the certificates, telegrams and other documents of public officials, and on the certificates, instruments, documents or telegrams of the officers of Atlantic and the representations of Atlantic.

(c) We have assumed, without investigation, the authenticity of any documents and instruments submitted to us as originals, the conformity to the originals of any document or instrument submitted to us as a copy and the genuineness of all signatures on such originals and copies except for any documents executed in our presence which we have verified as being executed by the party named thereon.

(d) Our opinions are based upon the current law as of the date hereof and are subject to any change in such law, including judicial and administrative interpretations which may be reported or occur subsequent to the date hereof. The undersigned is under no obligation to advise of any such changes after the date hereof.

(e) When reference is made in this opinion letter to our “knowledge,” such reference means the actual knowledge of those attorneys who have given substantive attention to the transactions contemplated hereby and does not include, among other things, constructive knowledge of matters or information located in the public records.

(f) Our opinions contained above are qualified and limited to the extent

(i) that applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of rights of creditors generally; (ii) that the availability of the remedies of specific performance, injunctive relief or any general equitable principles whatsoever is subject to the discretion of the courts having jurisdiction thereof and may be otherwise totally unavailable; and (iii) that the existence of certain laws and judicial decisions and certain procedural remedies under the Florida Uniform Commercial Code and other applicable Florida and Federal laws and statutes.

Our opinions are solely for the information of the addressee and Ward, Damon, Posner, Pheterson & Bleau, P.L., their successors or assigns of this opinion letter, and is not to be quoted, in whole or in part, circulated, reproduced or otherwise referred to, nor filed with any governmental agency or other person, without our prior written consent. Other than the addressee of this opinion letter no one is entitled to rely upon this opinion.

Very truly yours,

ADAM R. SELIGMAN

ARS/cp

New Coastal Contemporary Home

(Address), Fort Lauderdale, FL

New Home Standard Features 6.01.2020

M – Material L – Labor

Items Included:

I. SOFT COSTS AND HOMESITE IMPROVEMENTS

1. Design, Architectural and Engineering Plans
2. Permit and Impact Fees
3. Building Lot – 8,125 sq ft +-
4. Soil Testing, Civil Engineering and Surveying
5. Pool, Pavers, Plantings, Privacy Wall/Gates, Sod and Sprinklers M+L Allowance – $100,000
6. Utilities – New Sewer, Water, Gas and Electric Services (if available)
7. New Seawall and Dock

II. BUILDING 5,000 sq ft Under AC…1,000 sq ft Garage/Porches

1. Foundation – Pilings, Monolithic Concrete Footing and Slab
2. Shell – Concrete Block, Tie Beam System
3. Walls – 10’ Ceilings
4. Roof – Peel N Stick Underlayment System with Flat Concrete Tile Shingles
5. Glass – PGT WinGuard Impact Aluminum Windows and Doors
6. Exterior Finishes – Stucco Walls/Overhangs — Painted Wood Facia Boards — Aluminum Gutters
7. Insulation – R4 Reflective Wall Insulation — Nom 5.5 – R20 Spray Foam Under Roof Insulation
8. Drywall – 5/8” Ceilings and ½” Walls Material with Paintable Smooth Finish
9. Trim – 3″ “Atlanta” Style Window and Door Casings — 7” Molded Baseboard Molding 7″ Crown Molding in Living Room, Dining Room, Family Room and Foyer — Solid Composite Panel Doors
10. Closet Systems – $15,000 M+L Allowance
11. Paint – Benjamin Moore® Paint or Equal for Walls and Trim (limit 3 wall and 3 trim colors)
12. Electrical – Decora “Paddle” Switches and Outlets to code — 30 Recessed Lights in Kitchen, Baths, and Hallways — $5,000 M Allowance for Surface Mounted Light Fixtures — Garage Door Openers — Three Exterior Outlets — Three Telephone and Cable Outlets — 400 Amp Service
13. HVAC – Two Carrier or Equal Central Air-Conditioning Systems
14. Plumbing – Kohler Wellworth Fixtures, Solid Wood Vanities, Solid surface Quartz Countertops, Accessories, Frameless Shower Doors — Two In-Line Tankless Gas Hot Water Heaters — Three Exterior Hose Bibs
15. Bathroom/Showers – $12 sq ft M+L Allowance included for Bath Floors and Shower Walls/Floors
16. Cabinetry – Countertops — Appliances — $100,000 M+L Allowance for Kitchen, Pantry, Laundry Room and Wet Bar
17. Flooring –Engineered Wood or Porcelain Plank Tile
18. Builder to Provide Professional Cleaning Service at Project Completion

Pricing –

New Home – $2,040k Property – $1.3m Total – $3,340k

Atlantic, LLC

A Concierge Company for Florida property Owners

ARCHITECTURE ENGINEERING CONSTRUCTION INTERIOR DESIGN REALTY

Palm Beach Fort Lauderdale Sarasota Tampa Panama City

jburke@apc1976.com

561.660.4018

apc1976.com