6801 Collins Central AgmtGov?- 2~ 6 ~~
..Return to: (enclose: self-addressed stamped envelope)
Name:
Sandra E. Krumbein, Esq:
Address: -
Ruden, McClosky, Smith,
Schuster & Russell, P.A.
200 East Broward Boulevard
Suite 1500
" Fort Latderdale, Florida 33301
This Instrument Prepared by:
Sandra E. Kfiumbein, Esq.
Ruden, McClosky, Smith,
- Schuster & Russell, P.A:
200 East Broward Boulevard
Suite 1500
Fort Lauderdale, Florida 33301
02-3211.-001-0060
ai~nce n~suve, u"u~ i.ims 1`UK PItUCL~S1NCi UnTn SPAC[s A130VP: "11i1S LINt? I'Olt YItOCI3SSING DA'CA
:CONSENT TO ASSIGNMENT AND AMENDMENT TO .PERPETUAL NON-EXCLUSIVE
EASEMENT AGREEMENT
THIS CONSENT TO ASSIGNMENT .AND AMENDMENT TO~ERP~E~T,i~AL NON-
EXCLUSIVE EASEMENT AGREEMENT ("Amendment"); is made this. day o 10, by and
between FL 6801 COLLINS CENTRAL LL•C, a Delaware limited liability company ("New
. Grantor/Transferee") and the CITY OF MIAMI BEACH, a .Florida municipal corporation ("Grantee" or
"City") .
WITIVESSETH:
WHEREAS, North Carillon, L.L.C., a Florida limited ..liability company ("Original
Grantor/Transferor") .and the City entered into that"certain Perpetual Non-Exclusive Easement Agreement
dated April 4, 2008 and recorded on April 7, 2008.in Official Records Book 26310, Page 4281 of the
Public Records of Miami-Dade County, Florida ("Easement Agreement" or "Agreement"); and
WHEREAS, Section 8(a) of the Easement Agreement provides that the "obligations imposed
under the Agreement may be transferred, subject to the City's prior written approval, to a transferee(s)
that .has (have) a,demonstrated ability to perform the obligations arising out of .the Easement Agreement,
coupled with" an ownership interest in the Easement.Property; and
WHEREAS, New, Grantor/Transferee has acquired the "Easement Property" (as defined in the
Easement .Agreement) from Original Grantor -and, pursuant to written agreement with Original
Grantor/Transferor, New Grantor/Transferee has agreed to assume all of Original Grantor/Transferor's
obligations under and pursuant to .the Easement Agreement;.and
WHEREAS, New Grantor/Transferee is also .the "Hotel Lot Owner," as such term is .defined in
that.certain Declaration"of ,Covenants, Restrictions and Easements for Carillon Hotel. and 'Spa, "recorded in
Official Records Book 26080, Page 4905, of the Public Records of Miami-Dade County, as amended and
supplemented; and
WHEREAS, Sectiion ,11(f) of the Easement. Agreement provides .that .the.. Agreement may be
.amended by written agreement of all parties thereto; or their respective successors and/or assigns and
mortgagees; and
WHEREAS, accordingly, pursuant to Section 11(f) of the Easement Agreement, New
- Grantor/Transferee (as successor and .assign of Original Grantor/Transferor) and City desire to amend
certain terms and provisions of the Agreement, as more particularly set forth .herein; and
WHEREAS, LB .Carillon Construction LLC, a Delaware limited. liability company, as
mortgagee, is joining in this Amendment to acknowledge its consent thereto.
- NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt, adequacy and sufficiency of which is. hereby acknowledged, the parties
intending to be legally bound, hereby agree.as follows:
1. The recitations set heretofore set forth are true.and correct and are incorporated herein by this
reference.
2. City/Grantee hereby .consents to and approves the transfer of Original GrantorJTransferor's
obligations, as imposed pursuant to this Easement Agreement, to New Grantor/Transferee. Accordingly,
New Grantor/Transferee hereby covenants,. on behalf of itself and. its successors and assigns, .and
especially for the benefit of Grantee, that it hereby expressly assumes all of the obligations of Original
Grantor/Transferee under the Easement Agreement, as -amended by this Amendment, and agrees to be
liable.and subject to all conditions and restrictions-to which Original Grantor/Transferor is subject.
3. The Easement Agreement, as amended by this Amendment, remains in full force and effect. To
the -extent of ar-y inconsistency between the terms of this Amendment and the terms of the Easement
Agreement, 'the terms of this Amendment shall supersede and control to 'the extent of such inconsistency.
.Terms not otherwise defined~herein shall have the meaning set forth in the Easement Agreement.
4. Section 5(a) of the Easement Agreement is hereby amended as follows:
Simultaneously with the execution of this Amendment, New Grantor/Transferee has paid
to the City the amount of Two Hundred Thousand and No/100 Dollars ($200,000.00).
Accordingly, the parties hereby acknowledge that, as of the date hereof, the outstanding
balance-due to ahe City under this Section'S(a) is Three Hundred Thousand and No/100
Dollars ($300,000.00), which shall be 'payable by New Grantor/Transferee, without
notice and/or demand required by Grantee, in six (6) equal annual installments of Fifty
Thousand and No/100 Dollars ($50,000.00) each, plus interest at the rate of 4.18 percent
per annum, .accrued monthly, with the first of said .payments beginning on July 1, -2010,
and each subsequent payment thereafter within fifteen (15) days of the yearly anniversary
` of the first payment."
5. The City acknowledges and agrees that the obligations as set forth in Sections 5(b)-(e) of the
Easement Agreement have been fully satisfied..
' 6. Section 8(a) of the Easement Agreement is amended 1o provide that the obligations imposed
under the Easement Agreement are also fully transferable to the Hotel Lot Owner, and the successors and ,
assigns thereof, as owner of the Easement Property:
7. The address for giving notices to Grantor under Section 11(c) of the Easement Agreement is
' hereby amended as follows: ~
FOR NEW GRANTOR/TRANSFEREE: FL 6801 COLLIIVS CENTRAL LLC:
FL 6801 Collins Central LLC
1271 Avenue of the Americas, 39`h Florida
°. New York, New York 10020
Attention: Mr. Philip W. Cyburt
and ,
' c/o Lehman Brothers Holdings Inc.. ,
1271 Avenue of the Americas, 39th Floor
New York, New York 10020 ~
.,Attention: Joelle Halperin
and
TriMont Real Estate Advisors _
3424 Peachtree Road, Suite 2200
- Atlanta,.Georgia 30326
Attention: Greg Winchester
8. Section 11(n) of the Easement Agreement is amended to provide that any or all obligations
under .the Easement Agreement, including the obligations under Section 5, as amended by this
Amendment, are transferable to other transferees that have a demonstrated ability (financial and
otherwise) to perform the obligations arising out of this Agreement, coupled with an ownership interest in
` the Easement Property {"other transfers"), and further subject to Grantee's written approval prior to the
` other transfers,. which shall .not be unreasonably withheld. Upon any such transfer of any or all of the
obligations under the Easement Agreement, and written agreement by the. transferee -to assume such
obligation(s), the transferor shall be relieved of all such obligations under the Easement Agreement.
9. This Amendment may be executed in any number of counterparts, each of which when
executed, shall be deemed an original and all of which shall be deemed one and the same instrument.
10. This Amendment shall be recorded in the'public records of Miami-Dade County, Florida.
[Signatures appear on following page]
IN WITNESS WHEREOF;. Owner and City have executed this Amendment as of the day and
year first above written: ,
WITNESSES: OWNER:
FL 6801 COLLINS CENTRAL LLC, a
Delaware limited liability company
By: FL 6801 SPIRITS LLC, a Delaware
Limited liability company, its
~ /' Managing me r
"~ - By.
' ~ Printed Name: w S 0 Name: re itts
:/ Title: Authorized. Signatory
Printed N me: ` ,,r ~s
STATE OF NEW YORK )
. )SS -
COUNTY OF NEW YORK )
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
.aforesaid -and in the County aforesaid to take acknowledgments, the foregoing instrument was
- acknowledged ,before me by Jeffrey .Fitts ,the AUTHORIZED SIGNATORY of FL 6801 _
SPIRITS LLC, .as managing member of FL 6801 COLLINS CENTRAL LLC. He/she is }2ersyounally
known to me or who has produced as identification.
St
WITNESS my hand and official seal in the County and State last aforesaid this ~ day of
v , 2010. -- __
No Public ,
ROfUNIE BAPTI~T~
Typed, printed or stamped name of Notary Public
My Commission. Expires:
AONNIE BAPTISTE
Notary Public, State of'Ne+N MOt11
No. 01 BA6199156
Qualified In Kings County
' Commission Expires July 12, 201$
' [CANYON.. RANCH SIGNATURE TO CONSENTTO ASSIGNMENT AND AMENDMENT TO PERPETUAL EASEMENT AGREEMENT WITH CITY]
CITY:
CITY OF MIAMI BEACH, a Florida
Municipahc ion
Mayor
STATE OF FLORIDA )
. ' .)SS
- COUNTY OF MIAMI-DADS ) ~.
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
aforesaid and in 'the County aforesaid to take acknowledgments, they fore of g instrument was
.acknowledged before me by ~,a-~'j ~. ~Yjuj-Q,r' , as Mayor, and nD I~~19(~,~j~ as City
Clerk, of the CITY OF MIAMI BEACH, a municipal corporation of the State of Florida, on behalf of
such municipal corporation. They are personally known to me or .who have produced
as identification.
WI NESS my hand and official seal in the County and State. last aforesaid this / I day of
~~~G- , 2010.
' ~~~~~~~~H1A~l..+NF~ii~~~~ Not ~/Publicy,~_ ~ _
Q~~\2o, 2p~~ 9~; ~ Typed, printed or stamped name of Notary Public
,~ P ~„ :'k
'IVIy Comrt~s~i'pn Expire 4=
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:'
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////~~ ~~ ~r 1111111N~ O \\\\
APPROVED AS TO
FORM & LANGUAGE
& FC)N EXECUTION
City Att ne ate
CONSENT OF MORTGAGEE
This Consent of Mortgagee ("Consent") is given. as of the ;~) -day of 2010, on behalf of LB
Carillon Construction LLC, a Delaware limited liability company ("Mortgagee"), being: the owner and
holder of a mortgage (as same may be amended or modified from time to time, and including any and an-
other documents securing" he indebtedness .referenced in the mortgage, the "Mortgage") on all or a
portion of the properties subject to the Easement Agreement hereby conse111S to .the foregoing
Amendment.
Mortgagee makes no .warranty or any representation of any kind or nature concerning the
foregoing Amendment, any of its terms or provision, or the legal sufficiency thereof, and disavows any
such warranty or representation and does not assume and shall -not be responsible for any of the
obligations or liabilities. contained in the foregoing Amendment. None of the representations contained in
the foregoing Amendment shall be deemed to have been made by Mortgagee, nor shall they be construed
to create any obligations on Mortgagee to .any person relying thereon.'Nothing contained herein shall
affect or impair the rights and remedies of Mortgagee as set forth in the Mortgage.
Made as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
Print Name: ~ ~'
- Print Name: ) ,~
STATE OF NEW: YORK
COUNTY OF NEW YORK
LB CARILLON CONSTRUCTION LLC,
~ a Delaware li 'ted liabil' o any-
~~ By'
Print ame: Jeffre .Fitts
Its: Authorized Signatory
rG~ /S~n
)SS
- I HEREBY CERTIFY that on this day, before me, an officer .duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, the fore oin iris ; ment was
.acknowledged before me by ~ Jeffrey Fitts the AUTNGRIZE~SIG~ATU~'~ of LB
CARILLON CONSTRUCTION LLC, a Delaware limited liability company, freely-and voluntarily under.
authority duly vested in him/her by said entity He/she is personally known to me or who has produced
as identification.
WITNESS my hand .and official seal in the County and -State .last aforesaid this ~ ~ day of
~, , 2010. -- -
. ~
RONNtE BAPTISTS N t r Pu
Notary Public, State of New York y blic `~ C r'~ C
No.016A61991fi6 RV1011V~L BAP~fST~
Qualified.in Kings County
Commission Expires July 12, 2ot3 Typed; printed or stamped name of Notary Public
My Commission Expires:
[CANYON RANCH SIGNATURE TO CONSENT TO ASSIGNMENT AND AMENDMENT TO PERPETUAL EASEMENT AGREEMENT WITFI C[TY]
Sincerely,
NEW WEST MICHIGAN II INDUSTRIAL INVESTORS, L.L.C.,
a Delaware limited liability company '
By: PAMI Michigan Mezzanine II, LLC,
a Delaware limited. liability company,
By: PAMI LLC,.
a Delaware limited liability company,
Managing- Member
. By:
Name: J rey is
Title: Authorized Signatory .
AGREED AND ACCEPTED:
REDICO Ma e ent, Inc. '
By:
Name: ~Y'l~6~
Title: ~~
Signature Page of Letter Agreement With Respect to 1210 and 1218 East Pontaluna Road
1333347v1 25417 0001-000