Perpetual Non-Exclusive Easement Agreement 007—.2‘‘3
Prepared by and Return to: •
Akerman LLP
2424 North Federal Highway, Suite 410
Boca Raton,FL 33431
Attn: Andrew Robins
Folio No.02-3211-001-0060
ASSIGNMENT AND ASSUMPTION OF PERPETUAL,
NON-EXCLUSIVE EASEMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF PERPETUAL NON-EXCLUSIVE
EASEMENT AGREEMENT ("Assignment"), is made this on day of January, 2015, by and
between FL 6801 COLLINS CENTRAL LLC, a Delaware limited liability company ("Second
Grantor/Transferor"), Z CAPITAL FLORIDA RESORT, LLC, a Delaware limited liability
company ("New Grantor/Transferee"), and the CITY OF MIAMI BEACH, a Florida municipal -
corporation("Grantee" or the "City").
WITNESSETH:
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");
WHEREAS, on or about July 21, 2010, Original Grantor/Transferor assigned all of its
rights, title and interest under the Easement Agreement to Second Grantor/Transferor and
Second Grantor/Transferor assumed all of Original Grantor/Transferor's obligations thereunder;
WHEREAS, Second Grantor/Transferor and the City entered into that certain Consent to
Assignment and Amendment to Perpetual Non-Exclusive Easement Agreement dated July 21,
2010 and recorded on October 4, 2010 in Official Records Book 27442, Page 280 of the Public
Records of Miami-Dade County, Florida ("First Amendment").. The Easement Agreement
together with the First Amendment are sometimes referred to herein collectively as the
"Agreement";
WHEREAS, pursuant to the First Amendment, Second Grantor/Transferor expressly
assumed all of Original Grantor/Transferor's obligations under the Easement Agreement, as
amended by the First Amendment;
WHEREAS, Section 8(a) of the Easement Agreement, as amended by Section 6 of the
First Amendment, provides that the obligations imposed under the Agreement are fully
transferrable to the Hotel Lot Owner(as defined in the First Amendment), and the successors and
assigns thereof, as the owner of the Easement Property (as defined in the Easement Agreement);
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WHEREAS, New Grantor/Transferee has acquired or will be acquiring fee title to the
Easement Property from Second Grantor/Transferor and is (or will be)the Hotel Lot Owner(the
date New Grantor/Transferee acquires ownership of the Easement Property and becomes the
Hotel Lot Owner shall be referred to herein as the "Effective Date"), and New
Grantor/Transferee has agreed to execute this written Assignment accepting assignment from
and assuming all of Second Grantor/Transferor's obligations under and pursuant to the
Agreement arising from and after the Effective Date; and
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 heretofore set forth are true and correct and are incorporated
herein by this reference.
2. As of the Effective Date, Second Grantor/Transferor hereby assigns to New
Grantor/Transferee all of Second Grantor/Transferor's right, title and interest in and to the
Agreement, and New Grantor/Transferee hereby covenants, on behalf of itself and its successors
and assigns, and especially for the benefit of City/Grantee, that New Grantor/Transferee hereby
expressly, unconditionally and irrevocably assumes all of the obligations of Second
Grantor/Transferor under the Agreement arising from and after the Effective Date, and agrees to
be liable and subject to all conditions and restrictions to which Second Grantor/Transferor is
subject under the Agreement, and the City hereby acknowledges and approves same. New
Grantor/Transferee hereby agrees to pay, satisfy,perform and discharge in full, as and when due,
and release and discharge Second Grantor/Transferor and its successors and assigns completely
and forever from, all of the obligations, liabilities and responsibilities of Second
Grantor/Transferor arising out of, or required to be performed under, the Agreement from and
after the Effective Date.
3. The Agreement, as amended by this Assignment, remains in full force and effect.
To the extent of any inconsistency between the terms of this Assignment and the terms of the
Agreement, the terms of this Assignment shall supersede and control to the extent of such
inconsistency. Terms not otherwise defined herein shall have the meaning set forth in the
Agreement.
4. The City acknowledges and agrees that the obligations as set forth in Section 4 of
the First Amendment have been fully satisfied, except for two (2) remaining 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, the first of which shall be, or has been, remitted to the City by
Second Grantor/Transferor upon or prior to New Grantor/Transferee's acquisition of the
Easement Property, and the second of which shall be become due and payable on July 1, 2015.
5. The City acknowledges and agrees that, in accordance with Section 11(n) of the
Easement Agreement, as it was amended by Section 8 of the First Amendment, Second
Grantor/Transferor shall be relieved of all obligations under the Agreement as of the Effective
Date.
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6. The address for giving notices to Grantor under Section 11(c) of the Easement
Agreement is hereby amended as follows:
FOR NEW GRANTOR/TRANSFEREE:
Z Capital Florida Resort, LLC
Two Conway Park
150 Field Dr. Suite 300
Lake Forest, IL 60045
and
Z Capital Florida Resort, LLC
1330 Avenue of the Americas
Suite 1100
New York,NY 10019 -
Attention: Office of General Counsel
7. This Assignment 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.
8. This Assignment shall be recorded in the public records of Miami-Dade County,
Florida.
9. This Assignment shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto.
[Signatures appear on following page]
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IN WITNESS WHEREOF, Second Grantor/Transferor, New Grantor/Transferee, and
City have executed this Assignment as of the day and year first above written:
WITNESSES: SECOND GRANTOR/TRANSFEROR:
FL 6801 COLLINS CENTRAL LLC, a
Delaware limited liability company
By: /FL 6801 SPIRITS LLC, a Delaware
limited liability company, its
managing member
�t By:
Printe. Name: ZiLi„ .Ga ► / Name: Jonas Stiklorius
Title: Vice President
Printed Na e:81„,to2 `Oett_i4s
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 Jonas Stiklorius, as Vice President of FL 6801 SPIRITS LLC, the
managing member of FL 6801 COLLINS CENTRAL LLC. 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 4,n,/,/,d , 2015.
"/
Notary"blic
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Typed,printed or stamped name of Notary Public
My Commission Expires:
LISA A.PHELAN
Notary Public.State of New York
Qualifies in New York County
Reg No.01 PH6292618
Commission Expires November 4,2017
[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF PERPETUAL NON-EXCLUSIVE EASEMENT AGREEMENT]
WITNESSES: NEW GRANTOR/TRANSFEREE:
Z CAPITAL F 0 P A RESORT, LLC;
Delaware limite• iabili , ompany
Name: Thomas Thomas P. Wicky
Title: Manager
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Printed Name: \,111)
STATE OF FLORIDA )
COUNTY OF lad-€, )
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 Thomas P. Wicky, the Manager of Z CAPITAL FLORIDA
RESORT LLC. 30/she is personally known to me o ed
identifization.
WITNESS my hand and official seal in the County and State last aforesaid this ' day
Y y
ofN/Unui y', 2015.
616:464 /
Notary Public /
A(.,2„.a_ .
Typed, printed or stamped name of Notary Public
My Commission Expires: 41/4A 7
ALEIDA R.BEAN
f t.d *__ MY COMMISSION#EE 851355
t*v EXPIRES:March 14,2017
•
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[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF PERPETUAL NON-EXCLUSIVE EASEMENT AGREEMENT]
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ATTEST: CITY:
CITY OF MIAMI B , _ . Ida municipal
corporation /„./
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Rafael anado, City Clerk Philip Levi P- 7
PPROVED AS TO
ORM & LANGUAGE
&FOR EXECUTION`14 STATE OF FLORIDA ) (3,,.
) City Attorney , 1 Dote
COUNTY OF MIAMI-DADE ) �V
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 Philip Levine, as Mayor, and Rafael E. Granado, 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.
WITNESS my hand and official seal in the County and State last aforesaid this .27 day
of J khkat , 2015 .
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Notary Public
Typed, printed or stamped name of Notary Public
My Commission Expires:
'....... ,,- UUA CARDILLO
*; ,•, ;ts MY COMMISSION 9 FF 155322 1
'1" :' EXPIRES:August 27,2018
•Q?`;R;�s'�;� Bonded Thru Notary Public Undenxriters 1
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