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STATE OF SOUTH CAROLINA )

REAL ESTATE PURCHASE


COUNTY OF GREENVILLE ) AND SALE AGREEMENT

THIS REAL ESTATE AGREEMENT (hereinafter referred to as the "Agreement") is made and
entered into as of the Effective Date of this Agreement (as hereinafter defined), by and between City of
Mauldin (SC) whose mailing address is 5 E Butler Road, Mauldin, SC 29662 (hereinafter referred to as
"Seller") and Contour Development, LLC, and or assigns, whose mailing address is 40950 Woodward Ave
#300, Bloomfield Hills, MI 48304 (hereinafter referred to as "Purchaser").

WITNESETH:

1. Agreement to Buy and Sell. Seller hereby agrees to sell to Purchaser, and Purchaser agrees to
purchase from Seller, the following described property which the parties agree will be used
exclusively for the Mauldin Center Project shown on Exhibit “A” attached hereto unless the parties
agree in writing otherwise. This provision will survive closing.

ALL that certain pieces, parcels or tracts of land and all improvements thereon, lying, being and
situated in the County of Greenville, State of South Carolina and being approximately 7.6 acres of
land located at the corner of North Main Street and Butler Road, Mauldin, South Carolina and more
particularly shown as the parcel of property on the tax maps for Greenville County being more

2.
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specifically shown on Exhibit "A", attached hereto and by this reference made a part hereof
(hereinafter, together with all rights, members, easements and improvements located thereon or
appurtenant thereto, referred to as the "Property").

Earnest Money. Within five days (5) of the execution of this Agreement by Seller, Purchaser shall
deposit with Stewart Title (Charlotte, NC), hereinafter known as "Escrow Agent", the sum of Fifty
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Thousand and No/100 Dollars ($50,000.00) (the “Initial Earnest Money”) as earnest money. The
Earnest Money shall be held in escrow by Escrow Agent in a non-interest bearing account and
credited against the Purchase Price (as hereinafter defined) due Seller pursuant to Paragraph 3 hereof
at the consummation of the sale by Seller and the purchase by Purchaser of the Property in
accordance herewith (herein referred to as the "Closing") or paid as otherwise provided herein.

3. Purchase Price. The purchase price to be paid by Purchaser to Seller for the Property (hereinafter
referred to as the "Purchase Price") shall be Three Million Two Hundred Fifty Thousand Dollars
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($3,250,000.00). The Purchase Price, less the Earnest Money and subject to appropriate adjustments
and prorations, shall be paid immediately at Closing.

4. Examination of Title. Purchaser shall have the right to examine title to the Property, and Purchaser
shall advise Seller of any defects or objections, as disclosed by such examination (hereinafter
collectively referred to as "Title Defect(s)") prior to the end of the Due Diligence Period (as
hereinafter defined). In the event Purchaser determines that a Title Defect exists and gives notice of
same to Seller within said period, then Purchaser may within ten (10) days after the end of the Due
Diligence Period, at its option (i) terminate this Agreement by written notice to Seller and Escrow
Agent, in which event the Earnest Money shall be immediately refunded by Escrow Agent to
Purchaser, and this Agreement shall be deemed null and void and of no force and effect, and no
party hereto shall have any further rights, obligations or liabilities hereunder;
(ii) have Seller cure any such Title Defect; (iii) accept title to the Property subject to such Title
Defect; or (iv) any combination of the above. In the event Purchaser elects to have Seller cure such
Title Defect pursuant to item (ii) hereof, Purchaser, at its option, upon giving notice to
Seller, may extend the last date permitted for Closing until the curing of such Title Defect or thirty
(30) days after such date, whichever shall first occur. If any Title Defect shall not have been cured
within such extension period, Purchaser may exercise its option under either item (i),
(iii) or (iv) hereof. Notwithstanding the foregoing, at any time prior to Closing, Purchaser shall
have the right to notify Seller of any additional Title Defect which first appears of record after the
date of Purchaser’s initial notice of Title Defects, is disclosed by any survey obtained by
Purchaser, or otherwise becomes known to Purchaser, and upon the discovery of any additional
title defects, if Seller does not correct or cure such defects prior to Closing, then Purchaser may
exercise its option under item (i), (iii) or (iv) hereof.

5. Inspection and Review. Purchaser shall have a period (the “Initial Due Diligence Period”)
commencing on the date after full execution of this agreement and ending forty-five (45) days
thereafter (legal holidays shall be excluded), in which to (i) test for hazardous waste; (ii) review
the zoning of the Property to ensure it is adequate for Purchaser’s intended use; (iii) examine the
condition of the soils of the Property; (iv) determine the availability of utility services to the site;
(v) check for any possible condemnation or other governmental actions which may affect the use
of the Property; (vi) check for any special assessments or impact fees which may be levied against
the Property; (vii) check for any unusual development and utilization problems of the Property
(e.g. environmental or structural); (ix) determine whether the Project contemplated by Purchaser
for the Property is economically feasible in Purchaser’s sole judgment; (x) inspect the Property,

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(xi) obtain a survey of the Property; (xii) assess structural and operation integrity of the
improvements; and (xiii) make any other inspections and due diligence investigations of or
concerning the Property in Purchaser’s sole discretion (the “Due Diligence Conditions”). If as a
result of the inspection, testing, study and review referred to in this Section, Purchaser is
dissatisfied with the Property for any reason whatsoever or no reason at all (in its sole and absolute
discretion), the Purchaser shall have the absolute right to terminate this Agreement by giving
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Seller written notice to that effect on or before the expiration of the Due Diligence Period, and to
recover the Earnest Money, and thereupon neither party shall have any further liability to the other
in connection with this Agreement, other than as expressly provided for in this Agreement.
Purchaser may extend the Initial Due Diligence Period an additional fifteen (15) days after the
end of the Initial Due Diligence Period (the “Extension Period”) (Initial Due Diligence Period
and/or, as applicable, the Extension Period referred to as the “Due Diligence Period”). Upon the
conclusion of the Initial Due Diligence Period, and the Extension Period, if any, Purchaser shall
not be entitled to a return of the Earnest Money unless the contract is terminated due to Seller’s
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default, failure of a condition precedent, or unless specifically provided for herein.

Purchaser at any time during the Due Diligence Period may give Seller notice that it is waiving
any further time in the Due Diligence Period and that Purchaser is prepared to move forward with
the Closing.

Promptly upon execution of this Agreement (or prior to execution hereof), Seller shall provide
one copy of each of the materials listed on Exhibit “B” (“Due Diligence Materials”) to Purchaser
with respect to the Property to the extent same are in Seller’s possession or control and not
previously provided to Purchaser.

6. Seller Representations: In order to induce Purchaser to enter into this Agreement and to purchase
the Property, in addition to warranties, representations, covenants, and undertakings contained
elsewhere in this Agreement, Seller hereby makes the following representations, warranties and
covenants, each of which is material and is relied upon by Purchaser, and each of which shall be
true and complete as of the date of execution of this Agreement and as of the Closing Date:
a. Authority of Seller. Seller has the right, power and authority to enter into this Agreement
and to sell the Property in accordance with the terms and conditions hereof. This
Agreement, when executed and delivered by Seller, will be a valid and binding obligation
of Seller in accordance with its terms.

b. No Special Taxes. The Property is not subject to special taxes or assessments for roadway,
sewer, or water improvements or other public improvements. The Property is not subject to
rollback taxes.

c. Options; Leases. No options, rights of first refusal or other contracts have been granted or
entered into which are still outstanding and which give any other party a right to purchase
any interest in the Property or any part thereof. No party other than Seller has any right to
posses the Property or any portion thereof except pursuant to a lease to the Heely Brown
Company which can be terminated pursuant to the terms of the lease agreement. A copy of
the lease is attached as Exhibit C.

d. Condemnation Proceedings. There are no condemnation or eminent domain proceedings


pending against the Property or any part thereof and the Seller has received no notice, oral
or written, of the desire of any public authority or other entity to take or use the Property
or any part thereof.

e. Mechanic's Liens. No payments for work, materials, or improvements furnished to the


Property will be due or owing at Closing and no mechanics lien, materials lien, or other

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f.
similar lien shall be of record against the Property at the time of Closing.

Pending Litigation. There is no claim, litigation, or other proceeding, pending or threatened


before any court, commission, or other body or authority, and, further, Seller has not
received written notification of any asserted failure of Seller or the Property to comply with
applicable laws (whether statutory or not) or any rule, regulation, order, ordinance,
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judgment or decree of any federal, municipal or other governmental authority.

g. Flood Conditions. The Property has not suffered any damage nor required any extraordinary
repairs due to flooding or inadequate drainage.

h. Hazardous Substances. See Paragraph 20.

i. Title. Seller is the sole owner of fee simple title to the Property.
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7. No Defaults. Neither the execution of this Agreement nor the consummation of this transaction
will:

a. Conflict with, or result in a breach of, the terms, conditions, or provisions of, or constitute
a default under, any agreement or instrument to which Seller is a party, or;

b. Violate any restriction to which Seller is subject, or;

c. Constitute a violation of any applicable code, resolution, law, statute, regulation, ordinance,
rule, judgment, decree, or order.
8. Conditions Precedent. The Purchaser’s obligation to purchase the Property hereunder is expressly
made subject to the satisfaction (or waiver by Purchaser) in Purchaser’s sole discretion of the
following (the “Conditions Precedent”) prior to Closing:

a. that all representations and warranties of Seller are true and correct as of the Closing
Date;

b. that the Property is zoned to allow, without exception or variance, Purchaser’s intended
use.

If any of the conditions set forth in Section 8 have not been duly satisfied in Purchaser’s sole
discretion by the date of Closing, then the Purchaser may either terminate this Agreement by
written notice to Seller on or before the Closing Date, in which event the Earnest Money shall be
promptly refunded to the Purchaser by the Escrow Agent or Purchaser may elect to continue to
Closing. If Purchaser elects to terminate this Agreement, then the parties hereto shall have no
further rights, duties or obligations hereunder except as expressly provided herein.

9. Closing and Closing Date. The Closing date (“Closing Date”) shall be held on or before the tenth
(10) day after the expiration of the Due Diligence Period and satisfaction of all Conditions
Precedent, or upon notice from Purchaser to Seller that it desires to waive any further time in the
Due Diligence Period and to move to a Closing.

10.

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Closing Prorations/Taxes. At the Closing, all real property ad valorem taxes and assessments
applicable to the Property shall be prorated as of the Closing Date between Seller and Purchaser,
said proration to be based upon the most recently available tax rate and valuation with respect to
the Property; provided, however, that upon the issuance of the actual tax bills for such taxes for
the year of the Closing, Purchaser and Seller shall promptly make such adjustments as may be
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necessary to ensure that the actual amount of such taxes for the year of Closing shall be prorated
between Purchaser and Seller as of the Closing Date. The provisions set forth in this section 10
shall survive Closing.

11. Closing Costs. Seller shall pay, at the Closing, the deed stamps, transfer fee and any other tax or
fee due and required to be paid in connection with the delivery and recording of the Quitclaim
Deed from Seller to Purchaser. Seller shall be obligated to pay all costs of releasing all existing
loans affecting the Property and any portion thereof and recording the releases therefor. Purchaser
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shall pay for the cost of the examination of title to the Property made in connection herewith and
the premium cost of owner's title insurance policy to be issued in favor of Purchaser at the Closing
and costs of recording the deed. Each of the parties shall pay attorney's fees to their respective
counsel for services performed on each party’s behalf.

12. Closing Documents. Seller and Purchaser agree that such documents as may be reasonable to
carry out the terms of this Agreement shall be executed and/or delivered by such parties at the
time of Closing, including without limitation, a Quitclaim Deed and affidavits executed by the
Seller, conveying the Property to the Purchaser, an estoppel certificate regarding all
Declarations encumbering the Property, a South Carolina tax compliance letter, evidence of
Seller’s authority to convey the Property, certificate that all of Seller’s representations
and warranties are true and complete as of the Closing Date, and such other documents
necessary or desirable to carry out this Agreement.

13. Defaults. In the event Seller breaches any warranty or representation contained in this Agreement
or fails to comply with or perform any of the conditions to be complied with or any of the
covenants, agreements or obligations to be performed by, Seller, Purchaser shall be entitled, upon
giving written notice to Seller and Escrow Agent, as herein provided, to terminate
this Agreement or to exercise any and all remedies available to Purchaser at law or in equity,
including an action for specific performance. Upon any such termination, the Earnest Money shall
be immediately refunded by Escrow Agent to Purchaser.

In the event Purchaser fails to comply with or perform any of the conditions to be complied with
or any of the covenants, agreements or obligations to be performed by Purchaser under the terms
and provisions of this Agreement, Seller may give written notice to Purchaser and Escrow Agent,
as herein provided, and if such default is not cured within ten (10) days, to receive the Earnest
Money from Escrow Agent as full liquidated damages, whereupon this Agreement and all rights
and obligations created hereby shall automatically terminate and be null and void and of no further
force or effect whatsoever.

14. Possession of Property. Seller shall deliver to Purchaser full and exclusive possession of the
Property on the Closing Date.

15. Real Estate Commission. Purchaser and Seller represent and warrant to each other that neither
has entered into any agreement with, or otherwise had any dealings with, any broker or agent
except for SVN Blackstream - Lars Grunefeld (“Purchaser’s Broker”) and SVN Blackstream -
Dustin Tenney & Daniel Holloway (“Seller’s Broker”) who shall be paid a total of ten percent
(10%) of the gross purchase price in connection with the negotiation or execution of this
Agreement by the seller, which could form the basis of any claim by any broker or agent for a

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commission or any other compensation of any kind, and each shall indemnify, defend and hold
the other harmless from and against any costs (including, but not limited to court costs and
attorney fees), expenses, or liability for commissions or other compensation claimed by any
broker or agent other than those listed above with respect to this Agreement.

Escrow Agent. Escrow Agent shall not be entitled to any fees or compensation for its services
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as escrow agent hereunder. Escrow Agent shall be liable only to hold the Earnest Money and to
deliver same to the parties named herein in accordance with the provisions of this Agreement.
Escrow Agent, as escrow agent, is acting in the capacity of a depository only, and shall not be
liable or responsible to anyone for any damages, losses or expenses unless same shall be caused
by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement
among any of the parties to this Agreement or among them or any of them and any other person,
resulting in adverse claims and demands being made in connection with or for any property
involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any
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such claims or demands as long as such disagreements may continue, and in so refusing, shall
make no delivery or other disposition of any property then held by it under this Agreement, and
in so doing Escrow Agent shall not become liable in any way for such refusal, and Escrow Agent
shall be entitled to continue to refrain from acting until (a) the rights of adverse claimants shall
have been finally settled or finally adjudicated in a court assuming and having jurisdiction of the
Property involved herein or affected hereby, or (b) all differences shall have been adjusted by
agreement and Escrow Agent shall have been notified in writing of such agreement signed by the
parties hereto. Further, Escrow Agent shall have the right at any time after a dispute between
Seller and Purchaser has arisen, to pay any deposits held by it into any court of competent
jurisdiction for payment to the appropriate party, whereupon Escrow Agent's obligations
hereunder shall terminate.

17. In the event a dispute should arise concerning the terms of this agreement then the parties will
first make a good faith effort to resolve the dispute. If the parties are unable to reach an agreement
then the parties agree to submit to non-binding mediation before litigation is commenced. The
parties will select a mediator located within 25 miles of Mauldin City Hall to conduct the
mediation at a mutually agreed upon site. The parties agree to share equally the costs for the
mediator.
18. Notices. Any notices which may be permitted or required hereunder shall be in writing and shall
be deemed to have been duly given as of the date and time the same are personally delivered,
delivered by overnight expedited delivery service or deposited with the United States Postal
Service, postage prepaid, to be mailed by registered or certified United States Mail, return receipt
requested, and addressed to the Seller as follows:

Owner:

City Administrator
City of Mauldin (SC)
5 E Butler Road
Mauldin, SC 29662

Physical/overnight delivery address:


City of Mauldin (SC)
5 E Butler Road
Mauldin, SC 29662
Attn: Brandon Madden

To Attorney As Follows:

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Duggan & Hughes, LLC
457-B Pennsylvania Avenue (29650)
P.O. Box 449
Greer, SC 29652
Attn: John Duggan
To Purchaser As Follows:
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Contour Development, LLC
40950 Woodward Ave #300
Bloomfield Hills, MI 48304

To Escrow Agent As Follows:

Stewart Title
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5935 Carnegie Blvd Suite 301


Charlotte, NC 28209

Or to such other address as either party hereto shall from time to time designate to the other
party by notice in writing as herein provided.

19. General Provisions. No failure of either party to exercise any power given hereunder or to insist
upon strict compliance with any obligation specified herein, and no custom or practice at variance
with the terms hereof, shall constitute a waiver of either party's right to demand exact compliance
with the terms hereof. This Agreement contains the entire agreement of the parties hereto, and no
representations, inducements, promises or agreements, oral or otherwise, between the parties not
embodied herein shall be of any force or effect. Any amendment to this Agreement shall not be
binding upon any of the parties hereto unless such amendment is in writing and executed by all
parties hereto. The provisions of this Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective heirs, administrators, executors, personal representatives,
successors and assigns. Time is of the essence of this Agreement. This Agreement may be
executed in multiple counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and the same agreement.
The headings inserted at the beginning of each paragraph are for convenience only, and do not
add to or subtract from the meaning of the contents of each paragraph. This Agreement shall be
interpreted under the laws of the State of South Carolina.

20. Severability. This Agreement is intended to be performed in accordance with, and only to the
extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this
Agreement or the application thereof to any person or circumstance shall, for any reason and to
any extent, be invalid or unenforceable, the remainder of this Agreement and the application of
such provision to other persons or circumstances shall not be affected thereby but rather shall be
enforced to the greatest extent permitted by law.

21. Environmental. Seller warrants that there are no Hazardous Materials on or in the Property that
Seller is aware of. Hazardous Materials herein means any material which is subject to regulation
by state, federal or other environmental laws and/or regulations, including without limitation any
waste, or combination of wastes, of a solid, liquid, contained gaseous, or semisolid form resulting
from industrial, commercial, or manufacturing operations, any explosives, radioactive materials,
petroleum, flammable or combustible liquids or solids, compressed gases, asbestos or any
material containing asbestos, or any other substance or material as defined by any federal, state,
or local environmental law, ordinances, rule or regulation, including, but not limited to the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended,

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425 U.S.C. Sections 6901, et seq.; the Hazardous Materials Transportation Act, as amended, 49
U.S.C. Sections 6901, et seq.; and in the regulations promulgated pursuant thereof. Seller further
warrants that Seller has disclosed to Purchaser in writing all information known to Seller relating
to environmental hazards and/or Hazardous Materials on or about the Property. To the best of
Seller’s knowledge, Seller warrants that to his knowledge the Property has never contained any
underground storage tank or similar structure(s) and has never been used as a landfill or dump, or
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for the operation of any business engaged in the storage or sale of petroleum products, or for the
storage or disposal of any hazardous or toxic substances, or in violation of any of the aforesaid
laws or regulations. Seller hereby indemnifies and holds harmless Purchaser from and against any
and all claims, losses, injuries and damages arising out of the breach by Seller of any of the
warranties set forth in this paragraph. Seller’s obligations under this paragraph shall survive
Closing.

22. Assignment. Purchaser may assign this Agreement to any person or related entity without the
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necessity of consent from Seller.

23. Condemnation/Risk of Loss.

a. If a condemnation action is filed or threatened against any part of the Property prior to the
Closing, the Purchaser shall have the right to terminate this Agreement and receive a refund
of all Earnest Money. If Purchaser elects to continue with closing, all condemnation proceeds
shall be paid to Purchaser.

b. If there is any damage or destruction to the Property prior to the Closing, the Purchaser shall
have the right to terminate this Agreement and receive a refund of all Earnest Money. If
Purchaser elects to continue with closing, all insurance proceeds received and to be received
as a result of such damage/destruction shall be paid to Purchaser and Seller shall not settle
or compromise any insurance claims without the approval of Purchaser.

c. This Section 22 shall survive Closing.


24. Survival. All representations, warranties and agreements of the Seller set forth in this
Agreement shall survive Closing for a period of twenty four (24) months thereafter.

25. Additional Terms. Seller’s obligations and performance hereunder is conditioned


upon and it shall be a condition precedent to Seller’s performance hereunder that the
Parties negotiate and agree during Initial Due Diligence Period upon a development
agreement to be signed at Closing and such agreement is signed at Closing that
contains at a minimum the following:.

a. Buyer agrees to utilize the services of Seamon Whiteside and SVN Blackstream in
relation to the City Center development in Mauldin, SC.

b. Buyer agrees to begin development of the City Center within twelve (12) months of
closing on property.

c. City will work to introduce Buyer to property owners during the “Inspection Period” in
order for Buyer to work towards a closing on those properties as well.

d. A closing of the city owned property outlined in “Exhibit A” is contingent on securing

FT the other additional property outlined in the City Center project.

e. Buyer agrees to develop Class-A multifamily apartments, Class-A senior housing, retail
development, commercial development and public green-space development consistent
with the Seller’s City Center Plan for Development, attached hereto and marked as Exhibit
D. By written agreement, the parties may amend the City Center Plan by mutual
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agreement.

IN ACCEPTANCE HEREOF, Seller has caused this Agreement to be executed this day
of ___________ 2019, as an acceptance of the foregoing offer of Purchaser (said date of acceptance
being for all purposes the "Effective Date" of this Agreement).

Witness SELLER
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Insert name

By:

Its:
IN WITNESS WHEREOF, Purchaser has caused this Agreement to be executed and its
corporate seal to be affixed hereunto by its duly authorized officers this day of 2019.

Witness PURCHASER

Insert Name

By:

Its:

IN WITNESS WHEREOF, Escrow Agent has executed this Agreement as of the date set forth
below for the purposes of acknowledging the receipt of the Earnest Money deposit and agreeing to
perform the duties and obligations of Escrow Agent, as Escrow Agent, as set forth in this Agreement.

ESCROW AGENT

Date:
FT Insert Name

By:

Its:
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Exhibit “A”
Property

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***Property: ±7.6 Acres at the corner of Butler Road and Main Street, Mauldin, SC 29607
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Parcel ID: ​M003010200100


M003010200200
M003010200300
M003010200400
M003010202700
M003010201400
Exhibit “B”

DUE DILIGENCE MATERIALS

The following, to the extent they are in Seller’s possession:

1. Copy of the most recent owner’s title insurance policy with all exhibits.

2. Copies of the 2017 and 2018 property tax bills.

3. A copy of any surveys and plats.

4. A copy of any environmental reports.

5. Copy of any environmental, engineering and soils reports, including reports of test borings.

6. Copy of all inspections, plans, reports or permits pertaining to the Property.

7. Copy of insurance policies on the Property.

8.

9.

10.

11.
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Copy of all zoning information related to the Property.

Copies of all covenants, restrictions and declarations that encumber the Property.

Copies of Property Owner Association documents that apply to the Property.

Copies of all easements, leases and other agreements that apply to the Property.
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12. Copy of annual operating expenses and any other information or documents reasonably pertaining
to Seller’s ownership and operation of the Property which could assist in Purchaser’s inspection
of the Property.

13. Copies of notices from all governmental authorities relating to the Property.
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Exhibit "C"
Lease Agreement with Heely Brown

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STATE OF SOUTH CAROLINA
LEASE
COUNTY OF GREENVILLE

This agreement is made this 22nd day of January, 2 019 between the City of Mauldin., S.C. (hereinafter
called "Lessor") and Heely Brown Company, LLC (hereinafter called "Lessee") to which the parties agree
as follows:

Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the real property described
below situated in the City of Mauldin, County of Greenville, State of South Carolina (hereinafter called
the "Premises") and more specifically described as follows: approximately 25,000 square foot building
located at 15 Jenkins St, Mauldin, SC also known as Greenville County tax map# M003.01- 02-004.00.

1. Term Lessor and Lessee agree to lease the Premises for a term of one (1) year commencing on
January 22, 2019 (The "Commencement Date") and ending on January 22, 2020. Lessee has the
option to renew this Lease as set forth in Paragraph 39 herein.

2. Base Rent Rent for the Premises, which Lessee agrees to pay, shall be $49,801.54 to be paid in

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monthly installments of $4,15 0.13 on the first day of each month for twelve months during the
initial term. Taxes, including stormwater fees, and insurance shall be an additional monthly
expense and are addressed in paragraphs 5 and 38 herein.

3. Use The Premises shall be used for repair, storage and distribution of all supplies, tools and
equipment relevant to Lessee's electrical service and trade including samples and displays for
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sales people and customers. Lessee agrees not to use the premises for any illegal purpose or to
violate any regulation of any government body that would create any nuisance or trespass to
others.

4. Late Charges In the event that any payment to be paid by the Lessee hereunder is not received
within Five (5) days of the 1st of each month, Lessee shall pay to Lessor, in addition to such
payment of other charges due hereunder, a "Late Fee" in the amount of Five Percent (5%) of the
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monthly installment amount.

5. Insurance Lessor shall have and maintain fire and extended casualty coverage insurance on the
building. Lessor shall also carry and keep in force during the full term of the lease a policy of
comprehensive public liability insurance, including property damage, with respect to the
Premises. Lessee will reimburse Lessor the cost for the Lessee's pro rata share {27%) for the
premiums incurred by Lessor as provided for in this paragraph which Lessee will pay in twelve
(12) equal monthly installments due and payable with the rent payments.

6. Utilities The Lessee agrees to pay all charges for electricity, gas, heating, fuel, water, sewer,
rental or charges and any other utility charges used in or on the Premises.

7. Subletting It is understood and agreed that Lessee shall not assign or sublet all or any part of
the Premises without first having received written permission from the Lessor, which permission
shall not be unreasonably withheld; however, Lessee shall nevertheless remain responsible to
the Lessor under all terms and conditions of this lease including, among other responsibility and
without limiting such responsibility, the obligation to pay the Lessor the difference between the
rent due under the terms for this lease and any lesser amount due under the provisions of any
sub-lease or assignment.

8. Exam of Premises Lessee agrees that it has examined, and is familiar with, the condition of the
Premises and accepts the Promises in its present condition and repair unless otherwise agreed
upon in this lease. Lessee shall be responsible to pay for repairs to all electrical and plumbing
systems consistent with the terms of Paragraph 12 hereof.

9. Alterations The Lessee, AFTER RECEIVING WRITTEN PERMISSION FROM THE LESSOR, may
make certain alterations, additions; and improvements to the Premises. All alterations additions
and improvements to the Premises, including but not limited to carpet, tile, wall coverings,
ceiling tiles shelving attached to the Premises, partitions, doors and fixtures will become part of
the Leased Premises and will remain intact and with the Premises at the end of the lease.

Store and office furniture and trade fixtures which are readily removable without injury to the
premises may be removed at the end of this Lease, provided all other conditions of the Lease
have been satisfied. Any damage to the floors, walls, or ceilings caused by the removal of such

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trade fixtures will be repaired at the Lessee's expense by the Lessee at the time such trade
fixtures are removed. In the event such damage is not repaired by the Lessee, the Lessor has the
right to repair said damage, the cost of which repairs shall be the sole obligation of the Lessee.

10. Indemnification Lessee shall defend, indemnify and hold harmless the Lessor, its agents and
employees from and against any and all claims, losses, liability, causes of action, damages or
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expenses whether due to damage to or from the Leased Premises, claims for injury to persons
or property or the administrator of criminal action by governmental authority, where such
claims arise out of or from or related to the use or occupancy of the Lease Premises by Lessee,
its agents employee, invitees, visitors, customers or licensees, including cost and reasonable
attorney fees incurred by the Lessor to defend itself against any such claims, losses damages or
expenses. Lessor shall not be liable to Lessee for any damages, losses, or injuries to the persons
or property of Lessee, its agents, employees, invitees, visitors, customers, or licensees which
may be cause by the acts, neglect, omissions, or faults of any persons, firms, corporations or
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other entity except when such injury, loss or damage results from the sole negligence of Lessor,
its agents, or employees. All personal property placed in or on the Leased Premises shall be at
the risk of the Lessee or the owner thereto. The Lessor shall not be liable to Lessee for any
damage to said personal property. At all times during the Term of this Lease Agreement or any
extensions thereof, Lessee shall maintain an insurance policy or policies in any amount or
amount sufficient to indemnify Lessor or pay Lessor's damages, if any, resulting from any
matters set forth hereinbefo(e and shall name Lessor as an additional insured or the policy. In
case Lessor shall be made a party to any litigation commenced against Lessee arising from
Lessee's use of the Premises, then Lessee shall indemnify, protect and hold Lessor harmless and
shall promptly pay all costs, expenses and reasonable attorney's fees incurred or paid by Lessor
in connection with such litigation. Notwithstanding anything in this Lease to the contrary, Lessor
and Lessee hereby release the other from any and all liability or responsibility to the other or
any claiming through or under them by way of subrogation or otherwise for any Joss or damage
to property caused by fire or any other perils insured in policies of insurance covering such
property, even if such loss or damage shall have been caused by the fault or negligence of the
other party, or anyone for whom such party may be responsible.
In the event that, during the Lease term, any capital repairs or replacements to the Premises (or
systems serving same) are required to be made by Lessee pursuant to this Lease (including
without limitation, to the HVAC), the cost of any and all such capital repairs or replacements
shall be borne by Lessor and Lessee to proportion to the length of the useful life of such item in
comparison to the length of the then-remaining Lease term. Capital repairs or replacements
are defined as construction work performed by Lessee that is intended to extend the normal
economic life or to increase the productivity of the existing structure.

In no event shall Lessor have any rights to any personal property of Lessee in the Premises. In
that regard, Lessor expressly waives any interest in and all right of levy, distraint or security
interest or Lessor's lien for rent.

11. Repairs by Lessor Lessor agrees to maintain the structural components of the Premises to
include the roof, exterior walls (exclusive of glass, plate glass doors, and door mountings) and
foundation.

12. Repairs by Lessee Lessee agrees, at its sole expense, to keep and maintain the premises

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(including cutting of the grass and trimming of shrubbery) in a good state of condition and repair
throughout the term of this lease. Lessee acknowledges its responsibility for maintenance
includes, among other things the upkeep, maintenance and repair of all fixtures pertaining to
the HVAC system, electrical, plumbing, and sprinkler systems (if any). In addition, Lessee agrees
to keep, all walkways and surrounding grounds leading to the improvement clean and free of
obstruction and trash.
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Lessee agrees to return the Premises at the end of the lease term in the same or better
condition when first leased. Lessee will at once report to the Lessor any defective condition
immediately known to Lessee which the Lessor is required to repair. Failure to report such
defect or condition shall make Lessee responsible to Lessor for any liability by Lessor by reason
such defect or condition.

13. Signs The Lessee may place or install on the Premises signs or other such identification as
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needed after receiving written permission from the Lessor. Any signs or other form of
identification allowed must conform to City ordinances governing the premises at the time. Any
damage caused to the Premises by the Lessee's erection or removing such signs will be repaired
promptly by the Lessee at the Lessee's sole expense.

14. Keys The Lessor will provide Lessee at least one key to the Premises at the time possession of
the Premises is surrendered to Lessee. The Lessee agrees to account for all keys provided or
duplicated and to return all keys to Lessor immediately upon the expiration of the Lease Term or
abandonment of the property. The Lessee agrees that the Lessor or its Agent may keep a master
key or passkey to the Premises in accordance with the Paragraph 21 (Rights of Re-entry) of this
lease.

15. Personal Property All personal property moved onto the Premises by the Lessee shall be at the
risk of the Lessee or the owners of the personal property. The Lessee agrees that the Lessor shall
not be liable for any damage, loss or theft of personal property.
16. Trash Removal The Lessee agrees at its sole expense, to keep the entire Premises (including
parking areas) clean at all times.

17. Abandonment The Lessee agrees not to abandon or vacate the Premises during the terms of
this lease without the Lessor's prior written approval

18. Default The Lessee agrees to pay rent at the time and in the amount and manner agreed upon
in Paragraph 3 (Base Rent). The Lessee also agrees that rent shall be due at the specified time
without any notice, bill reminder or demand from the Lessor or the Lessor's agent.

It is mutually agreed that any one or more of the following enumerated events shall constitute
and be referred to as a "Default"

(a) If the Lessee fails to pay the rent at the time, in the amount and in the manner agreed
upon and remains in default for ten (I O) days after the due date; or,
(b) If the Lessee fails to perform any of the terms or provisions of the lease other than
paying rent when due and fails to cure such default within ten (10) days after receiving
written notice of default; or,

or,
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(c) If the Lessee is declared bankrupt or insolvent by judicial decree; or,
(d) If the Lessee takes the benefit of any federal reorganization or composition proceedings;

(e) If the Lessee makes a general assignment for the benefit of creditors; or,
(f) If the Lessee's leasehold interest in this lease is sold under any process of law; or,
(g) If a trustee in bankruptcy or a receiver is appointed or elected for the Lessee; or,
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(h) If the Lessee abandons the Premises for a minimum of 15 days; or,
(i) If a material man's, mechanic's, or other item is filed against the Leased Premises in
connection with any improvement, alterations, or additions made by Lessee pursuant to
Paragraph 10 (Alterations) of this lease and the Lessee is responsible for the cost of the
improvements, alterations or additions but allows the lien or liens to stand against the
Leased Premises and does not immediately secure the release of the Premises from
such liens by filing an appropriate bond pursuant to applicable law. If Lessee does file
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bond and elects to contest the liens, there shall be no default pending the final
determination of such disputed matter.

With the exception of Lessee's failure to timely pay rent, which does not require notice of
default, if any of the above events occur, the Lessor at its option may at once terminate this
lease by giving ten (10) days written notice to the Lessee. (Notice to terminate in any of the
above events may also be given by the Lessor's attorney or agent.) Upon such termination, the
Lessor or its agents shall have the right to enter the Premises to re-take possession thereof
without being liable for trespass or other tort and remove the Lessee, its agents, employees,
servants, and any sub-tenants and all personal property of the Lessee, its agents, employees,
servants and any sub-tenants. If the Lessor so desires, it may place a "For Rent" or "For Lease"
sign in a place where the sign would be most likely to be seen by the public.

If termination occurs under any of the above events, the Lessee agrees to grant to the Lessor a
lien (in addition to any statutory lien or right to distress that may exist) on all of the Lessee's
assets and/or personal property in or around the Premises in order to secure payment of rent
and performance of the other conditions of this lease which are in default-
The lessee also agrees to pay reasonable attorney's fees and other actual expenses incurred by
the Lessor while enforcing any of the obligations of this lease. However, Lessor shall take
appropriate reasonable actions to mitigate the damages resulting from the enforcement of
obligations of the Lessee under this lease.

19. Rights to Re-entry In the event of a default as described in Paragraph 18 above (Default), then
Lessor, besides any other rights or remedies it may have, may, at Lessor's option, (a) declare the
full rental for the entire term immediately due and payable without waiver of any other
remedies in law or equity available to Lessor; or (b) have the immediate right of re-entry to take
possession of the demised Premises immediately, with the full right to recover from the Lessee
all past due rents and any and all damages, including reasonable attorney's fees. Lessor on re­
entry may require that all persons exit the premises and that all property be transported to, and
stored at, a public warehouse or elsewhere at the sole cost and expenses of the Lessee.
Additionally, the Lessor shall be able to utilize all other rights and remedies available to Lessor
under the laws of the State of South Carolina

20. Right of Re-let Should the Lessee default as set out in Paragraph 18 above (Default), Lessor

re-let the Premises.


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may elect to re-enter the Premises and attempt to re-let the Premises. Lessor's only
responsibility shall be to offer the Premises for rent and make the usual and normal efforts to

21. Right to Terminate In addition to Lessor's right to re-entry and re-let the Premises, Lessor may
elect, upon a default, to terminate this Lease Agreement immediately. In such event, this lease
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shall be regarded as cancelled as of the date Lessor serves notice on Lessee of Lessor's election
to terminate the lease. Lessee shall remain liable to Lessor for all rentals, charges, and payments
accrued to the time of such termination.

The Lessor's right to terminate this lease is in addition to and not in lieu of any other rights or
causes of action that Lessor may have against the Lessee because of a default by the Lessee. If
Lessor does not elect to terminate the lease as above provided, then Lessor shall utilize and
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pursue such other rights as it may have against the Lessee under the other terms of this lease,
the laws of the United States or the City, County and State in which the Premises are located.

Either party has the right to terminate the lease agreement by providing one hundred and
twenty (120) days of written notice.

22. Damage to Premises The Lessee shall notify the Lessor or its agent at once in the event of any
fire or other casualty to or on the leased Premises. The Lessee agrees not to claim any
compensation from the Lessor or the Lessor's insurance company because of any
inconvenience, annoyance or business interruption arising from the damage, repair, rebuilding,
or alteration of any portion of the Premises.

23. Condemnation If the whole or any part of the property of which the Premises are a part shall
be condemned, taken by court decree or taken by any other lawful authority (including the
power of eminent domain), the Lessee shall not have claim to any interest in any award of
damages or other compensation for such taking.
24. Governments Orders The Lessee, at its sole expense, agrees to observe and comply with all
laws, ordinances, rules and regulations of Federal, State, County and Municipal Authorities as
may apply to the business conducted by the Lessee on the Premises.

25. Entry The Lessee agrees that the Lessor may advertise the Premises "For Sale" at any time and
"For Rent" or "For Lease" sixty (60) days prior to the end of this lease. The Lessor may enter the
Premises at reasonable hours to show same to prospective purchases or Lessees and to make
repairs required of Lessor under the terms of this lease, or to make repairs to Lessor's adjoining
property, if any. The Lessor shall be able to enter the Premises at any time in the event of an
emergency.

26. Waiver of Rights The Lessee agrees that no waiver of any conditions of this lease by the Lessor,
whether implied or in writing, shall constitute any further waiver by the Lessor of any other
condition ofthis Lease. The rights and remedies created by this lease are cumulative and the use
of one remedy does not exclude or waive the right to the use of another.

27. Zoning The Lessee acknowledges that the use of the Premises is subject to applicable zoning

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ordinances or regulations and set back lines of applicable governmental authority.

28. Time Time is of the essence in this agreement.

29. Notices (a) All notices, requests, demands, approvals, consents, and other communications
authorized or required hereunder ("Notices") shall be in writing. To be valid in the absence of
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written acknowledgement of receipt, notice must be given by (i) registered or certified mail,
postage prepaid, return receipt requested, addressed to the recipient's notice address, (ii)
overnight courier or express mail service, telegram or mailgram, where the carrier provides or
retains evidence of the date of delivery, sent to recipient's notice address; or (iii) personal
service upon the recipient, if an individual, upon a general partner, if the recipient is a
partnership, or upon an officer, if the recipient is a corporation.
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(b) The notice addresses of the parties are as follows:

Lessor: Attn City Administrator


City of Mauldin P.0.Box 249
Mauldin SC 29662
864-288-4910

Lessee: Attn David Baker


Heely Brown Company
1280 Chattahoochee Ave.
Atlanta, GA 30318

Either party may change the person or place in its notice address by notice given pursuant to
this Paragraph.
(c) Notice shall be deemed given when & delivered to the notice address or personally
served, except that (i) notice which must be given by a certain time to be valid, shall be
deemed given when posted or when delivered to an overnight courier or express mail
service, and (ii) notice which starts the running of a time period when it is given and
which is delivered to the notice address on a non-business day when redelivered to the
notice address to accept delivery shall not prevent notice from being given. A non­
business day is Saturday, Sunday or legal holidays generally observed in the city where
notice is delivered.

30. Liens The Lessee agrees that lessee will pay all liens of contractors, subcontractors,
mechanics, labors material men and other like items and will indemnify Lessor incurred and
about the defense of any suit in discharging lien from said Premises or any part from any liens,
judgments or encumbrances caused by Lessee.

31. Quiet Enjoyment Subject to the conditions of this Lease, the Lessor agrees that the Lessee may
peaceably have, hold and enjoy the Premises, without hinderance by the Lessor or Lessor's
agents.

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32. Written Agreement This lease contains the entire agreement between the parties and it may
be modified only by an agreement in writing signed by Lessor and Lessee.

33. Heirs and Assigns This lease shall be binding upon and inure to the benefit of the parties
named herein and their respective successors and assigns.
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34. Hold over Tenant If the Lessee holds over and continues in possession of the premises at the
conclusion of the lease term, or any extension of the term, without written agreement, Lessor
shall agree to such possession on a month to month basis only by acceptance of additional
monthly payments and Lessee shall be considered a Lessee from month to month at a rental
amount of Five Thousand dollars ($5,000) per month.

35. Saving Clause In the event any provisions of this lease is declared or determined to be invalid
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under the laws governing this lease, the remaining terms, and conditions shall remain in full
force and effect and shall be binding on the parties hereto.

36. Captions The marginal captions contained here are for convenience and reference only and are
not a part of this lease and are not to be construed in any manner as limiting or amplifying the
terms and provisions of this lease.

37. Hazardous Waste Lessee shall not cause or permit any hazardous or toxic substances,
materials or waste ("Hazardous Substances") to be used, generated, stored or disposed of in, on
or under, or transported to or from premises ("Hazardous Material Activities") unless (a) such
hazardous substances are necessary for Lessee's business and (b) Lessee shall at all times and in
all respects comply with all local, state and federal laws, ordinances, regulations and orders
related to hazardous substances.

Lessee shall indemnify, defend (by counsel acceptable to Lessor) protect, and hold Lessor
harmless from and against any and all claims, liabilities, penalties, fines, judgments, forfeitures,
losses, costs (including cleanup cost) or expense (including attorney's fees, consultant's fees and
expert's fees) for the death of or injury to any person or damages to any property whatsoever,
arising from or caused in whole or in part, directly or indirectly, by (a) the presence in, on,
under, or about the Premises of any Hazardous Substances; (b) any discharge or transportation,
generation, disposal, release, or discharge of hazardous Substances to, in, on, under, about, or
from the Premises; or, (e) Lessee failure to comply with any Hazardous Substances law. Lessee's
obligations under this section shall survive the expiration of early termination of this Lease.

38. Storm Water Fees Lessee shall also be responsible to reimburse Lessor for its pro rata share
(27%) of the storm water fees which Lessee will pay monthly along with the rent in the
approximate amount of $459.00 per year or $38.25 per month. Said amount is subject to change
from time to time.

39. Renewals Provided that Lessee is in good standing and is not in default under any terms of this
Lease, Lessee shall have the option to renew this Lease for one additional Term of one year
each. The rent or each renewed period shall be a 3% annual increase of the base rent. Said
option shall be exercised in writing by serving written notice of intentions no later than 90 days
prior to the expiration of the Lease. Should parties fail to consummate a renewal of this lease

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once the lease agreement expires, the lease will stay in effect under the same terms and
conditions on a month-to-month basis subject to the terms of Paragraph 34 herein.

IN WITNESS WHEREOF, the parties named herein have set their hands and seals the year and
day first above written.
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LESSOR:

CITY OF MAULDIN, SOUTH CAROLINA

By:���
Mayor

ATTEST:

By: Ck.cl�
City Cle.iiJ

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LESSEE:

HEELY BROWN COMPANY, LLC


WITNESS:

11 Qw,k Ua�Qa
Its: Cfo
D
Exhibit “D”

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D
DOWNTOWN
MASTER PLAN
Vision
A mixed-use downtown urban
core where office, retail,
restaurant and residential
opportunities thrive with
authentic public spaces
constituted by streets,
sidewalks, plazas, fountains and
greens.

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Goals
To facilitate opportunities for
development of an urban,
ALEXANDER ST. mixed-use downtown core.

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JENKINS COURT
Develop a pedestrian, bicycle
and vehicular network that is
safe, attractive and continuous.

Ensure adequate infrastructure


NORTH MAIN ST.
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to accommodate a range of
future downtown needs.
EVENING WAY

Promote multi-purpose outdoor


public spaces in close proximity
to residents for interacting and
cultural programming.

DOWNTOWN MAULDIN
DOWNTOWN
MASTER PLAN
Goals, continued…
Provide a variety of public
spaces that appropriately relate
to the surrounding built
environment.

Identify and strengthen

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connectivity to existing
downtown residential
neighborhoods.

Identify and strengthen

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JENKINS COURT connectivity to existing
municipal structures such as City
Hall, Cultural Center and the
Mauldin Recreation Center.

Foster quality and appropriately


scaled structures that sustain
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the economic well-being of
NORTH MAIN ST.
downtown and provide
opportunities for live, work and
play for all ages.

DOWNTOWN MAULDIN