Ground Lease Estoppel Certificate 2o( Zia68
GROUND LEASE ESTOPPEL CERTIFICATE
January-29, 2016
To: 1691 Michigan Ave Investment, LP
c/o TRIUVA Kapitalverwaltungsgesellschaft
mbH, as Nominee for American Fund=OIK
114 West 47th Street, 23rd Floor
New York, New York 10036-1508
Attention: Karin Shewer-
CLPF— Lincoln, LLC
do Clarion Partners, LLC
1440 New York Avenue NW, Suite 200
Washington, DC 20005
Attention: Barron Williams
Re: Agreement of Lease by and between City of Miami Beach, Florida a
municipal corporation, as Owner/Landlord, and Lincoln Plaza
Partners, LLC, a Florida limited liability company, as Tenant, dated
September 1, 1999 and recorded September 3, 1999 in the Public
Records of Miami-Dade County, Florida (the "Official Records")
Book 18770, Page 447; as assigned by Tenant to LNR Jefferson,
LLC, a Florida limited liability company ("LNR"), in that certain
Assignment and Assumption Agreement recorded June 5, 2001 in
Official Records Book 19700, Page 3095; as consented to in that
certain Consent to Assignment and Assumption by City of Miami
Beach Florida recorded May 17, 2001 in Official Records Book
19669, Page 1035; as assigned by LNR to Lincoln Miami Beach
Investments, LLC, a Delaware limited liability company, now known
as 1691 Michigan Ave Investments LP, a Delaware limited
partnership, in that certain Assignment and Assumption of Ground
Lease recorded July 20, 2006 in Official Records Book 24738, Page
4073 (collectively, and as heretofore modified, extended, renewed or
replaced, the "Lease").
Ladies and Gentlemen:
The City of Miami Beach, Florida is the fee simple owner of the lands described on Exhibit A,
attached hereto, and made a part hereof (collectively, the "Premises"), underlying a portion of
the improvements presently known as 1691 Michigan Avenue, Miami Beach, Florida, consisting
of a project with a parking garage, ground floor retail and office space (the "Project"). This
Ground Lease Estoppel Certificate is delivered by the undersigned in connection with an
assignment of the Lease to CLPF - Lincoln, LLC, a Delaware limited liability company ("Buyer")
pursuant to Section 27.2 of the Lease. Tenant has requested that Landlord execute and deliver
this Certificate in favor of Tenant and Buyer, and with the intent and understanding that Tenant
and Buyer will rely on these presents in selling and purchasing Tenant's right, title and interest
under the Lease. Landlord represents and certifies to Tenant and Buyer, as follows:
1
1. The Lease is presently in full force and effect and constitutes the entire agreement
between Landlord and Tenant with respect to the Premises and has not been modified.
2. All Rental and Impositions have been paid through February 1st, 2016, except as shown
on Exhibit "B" hereto.
3. To the actual knowledge of Lessor, but without independent inquiry, Tenant is not in
default in the performance of any covenant, agreement, obligation or condition
contained in the Lease and no event has occurred or condition exists which with the
passing of time or giving of notice or both, would constitute an event of default on the
part of Tenant under the Lease, except as shown on Exhibit "B" hereto.
Notwithstanding the foregoing, Owner does not waive any default or claims not currently
known to Owner or which arises after the date hereof.
4. Landlord has not delivered to Tenant a notice of any event that, with the giving of notice
or the passage of time, or both, would constitute an Event of Default and which has not
been cured.
5. This estoppel has been provided with the understanding that there is no financing
involved in connection with the sale of the Project and that the operator of the parking
garage shall remain the same.
6. This Certificate may be executed in counterparts, each of which shall be deemed an
original and all of which taken together shall be deemed one and the same instrument.
This Certificate may be relied upon by Tenant and Buyer and shall inure to the benefit of
their respective successors and assigns.
[The balance of this page intentionally left blank]
2
OWNER:
CITY OF MIAMI BEACH, FLORIDA
I • E,9I,
By: _ IMO II . lels., .
Jim Ty L. Mo ales Rafae E. Granadj ■ :•';`
City anage City Clerk • '""''
p TED:
So
*1:INC0RP RA _ I
�I
STATE OF ) '#i,� ' .Os
44.
COUNTY OF '0CH
%%10K,'4,"�
The foregoing instrument was acknowledged before me on the .2 day of
'Fe bruar , 2016, by Jimmy L. Morales, as City Manager, and Rafael E. Granado,
as City ClerXon be f of the City of Miami Beach, Florida, who are either (check where
Y � � Y
applicable) personally known to me, or who have produced a
� driver's license as identification.
,al,d-a
Notary Public
Printed Name of Notary Public
My commission
expires:
[NOTARIAL SEAL]
� t MY COMMISSION#FF 155322 ■
APPROVED
•.r��.;off: EXPIRES:August 27,2018 ; AS TO
',d' Bonded Nu Notary Public Underwriters 1 .FORM &.LANGUAGE .
8c FAR E ECUTION
,Q.Us■.k-- itif.tA C ft*
City Attorney r Dote
3
EXHIBIT A
LEGAL DESCRIPTION FOR OWNER'S LAND
PARCEL 1
Lots 7 through 10, and Lots 16 through 20, Block 37, of PALM VIEW SUBDIVISION,
according to the Plat thereof, as recorded in Plat Book 6, Page 29, of the Public Records
of Miami-Dade County, Florida.
PARCEL 2
Lots 14 and 15, Block 37, of PALM VIEW SUBDIVISION, according to the Plat thereof, as
recorded in Plat Book 6, at Page 29, of the Public Records of Miami-Dade County, Florida.
4
EXHIBIT B
I. OUTSTANDING PAYMENTS
1. Percentage Rent due pursuant to Section 3.3 (b) of the Lease for the 2015 Lease
Year (as defined in Article 1 of the Lease), is due on or before February 29, 2016.
2. Kroll Report, in the approximate amount of $25,000.00, with the final bill to be provided
to Tenant within ten (10) days from the date hereof.
3. Sanitation violation No. 0232340040690, in the amount of$100.00.
4. February rent, in the amount of$28,000.00.
5. Utility Bill, in the amount of $4,024.51, under the category of "Utility Billing" in the Lien
Search attached hereto as Exhibit B-1 ("Lien Search").
6. All sums set forth under the category "Open Building Permits" in the Lien Search
attached hereto.
II. OUTSTANDING DOCUMENTS
Pursuant to Section 28.1 of the Lease, the Annual Financial Statements, audited by a
recognized accounting firm, is due as soon as available but no later than 150 days from the
9 9 Y
end of each Lease Year.
III. PENDING INTERNAL AUDIT OF THE LEASE
The Lease is the subject of a pending internal audit which has not concluded. The audit
findings are not available as of the date hereof. Buyer shall be subject to any final findings
thereto and may involve, without limitation, payment of sums determined to be due and
owing Owner, if any.
5
EXHIBIT A
LEGAL DESCRIPTION FOR OWNER'S LAND
PARCEL 1
Lots 7 through 10, and Lots 16 through 20, Block 37, of PALM VIEW SUBDIVISION,
according to the Plat thereof, as recorded in Plat Book 6, Page 29, of the Public Records
of Miami-Dade County, Florida.
PARCEL 2
Lots 14 and 15, Block 37, of PALM VIEW SUBDIVISION, according to the Plat thereof, as
recorded in Plat Book 6, at Page 29, of the Public Records of Miami-Dade County, Florida.
EXHIBIT B
I. OUTSTANDING PAYMENTS
1. Percentage Rent due pursuant to Section 3.3 (b) of the Lease for the 2015 Lease
Year(as defined in Article 1 of the Lease), is due on or before February 29, 2016.
2. Kroll Report, in the approximate amount of $25,000.00, with the final bill to be provided
to Tenant within ten (10) days from the date hereof.
3. Sanitation violation No. 0232340040690, in the amount of$100.00.
4. February rent, in the amount of$28,000.00.
5. Utility Bill, in the amount of $4,024.51, under the category of "Utility Billing" in the Lien
Search attached hereto as Exhibit B-1 ("Lien Search").
6. All sums set forth under the category "Open Building Permits" in the Lien Search
attached hereto.
II. OUTSTANDING DOCUMENTS
Pursuant to Section 28.1 of the Lease, the Annual Financial Statements, audited by a
recognized accounting firm, is due as soon as available but no later than 150 days from the
end of each Lease Year.
III. PENDING INTERNAL AUDIT OF THE LEASE
The Lease is the subject of a pending internal audit which has not concluded. The audit
findings are not available as of the date hereof. Buyer shall be subject to any final findings
thereto and may involve, without limitation, payment of sums'determined to be due and
owing Owner, if any.
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,Lien Pesearch System ,
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City of Miami Beach Lien Search Statement ,,: ;_
.,x
Parcel: 0232340040690
.uf
Address: 1691 MICHIGAN AVE`
Internal Staff Statement ID: 102`
Date: 1/27/2016 5:06:38 PM
Legal Description for Parcel #0232340040690:
PALM VIEW SUB PB 6-29LOTS 7 THRU 10 & LOTS: 14 THRU 20BLK 37LOT SIZE
76500 SQ .FTIMPROV ON FOLIO 02 3234 004 0695PE-R,LEASE & DEVELOPMENT
AGREEMENT
The City of Miami Beach will accept payment for amounts,_reflected on this statement for up to
30 days from the date of this statement. However,•if this total includes a partial payoff for a
Special Master Lien, the amount is an estimate and the final amounts should be obtained by
contacting the Lien Research Team at 305-.673-7778 or by emailing:
lienresearch@riamibeachfl.gov
As of 1/27/2016, the outstanding amounts due on AP arcel#0232340040690 are:
City Bills subtotal: $31,724.20
Utility Billing subtotal: $4,024.51
Licensing subtotal: $317.92
Total Amount Due for this Parcea $36,066.63
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Have Questions? lienresearch@ -673-7778 Page 1 of 6
EXHIBIT
B-1
Details for Parcel 0232340040690:
City Bills subtotal for Parcel 0232340040690: $31,7.24.20
Parcel Number Invoice# IDue Date Balance.: , Description 'Name
0232340040690 00072935 01/29/2016 $3,380.00 JANUARY 2016 CHARGES POLICE & FIRE
PENSION,
-0232340040690 00073017 02/05/2016 $244.20 CENTRAL SERVICES: POLICE & FIRE
PENSION,
0232340040690 00073449 02/01/2016 $28,000.00 RENT FEBRUARY 2016 THE LINCOLN LLC.,
0232340040690 00035627 02/15/2013 $100.00 SANITATION VIOLATION THE LINCOLN LLC.,
I .
Utility Billing subtotal for Parcel 0232340040690: $4,024.51
Parcel Number. 'Account# Invoice# IDue Date !Balance Name
0232340040690 -516362-01 08934279 01/28/2016 $4,024.51. LINCOLN MIAMI
BEACH INVEST LLC,
Licensing subtotal for Parcel 0232340040690:.;$317.92
Parcel Number Name Balance 'Customer#
0232340040690 MAJESTIC $116.10
PROPERTI
ES
LINCOLN
ROAD INC
0232340040690 ZIPCAR $21.82
INC
0232340040690 VALERIA $90.00'
(VALERIE)
NAVARRET
0232340040690 MARIELLA $90.00
PEREZ-
PONCE
Resort Tax subtotal for Parcel 0232340040690: $0.00
Special Assessments subtotal for Parcel 0232340040690: $0.00
Special Master subtotal for Parcel 0232340040690: $0.00
Elevator Permits subtotal for Parcel 0232340040690: $0.00
Have Questions? lienresearch @miamibeachfl.gov - 305-673-7778 Page 2 of 6
Demolition and Board Up Liens subtotal for Parcel 0232340040690: $0.00
Recorded Liens subtotal for Parcel 0232340040690: $0.00
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Have Questions? lienresearch @miamibeachfl.gov - 305-673-7778 Page 3 of 6
For Information Only
For any questions on Building PermitsNiolations please contact the Building Department at
305-673-7610. For any questions on Code Violations in Open/Bill Owed/Bill Pending Status,
please contact Code Compliance at 305-673-7555.
Open Code Compliance Violations: -.
Parcel Number Case#; 'Permit.,. Balance Description
i Status:
Open Building Permits: .
Parcel Number Case#
Permit. Replied Approved Expired - Balance ,`Description
Status Date:. . Date Date
0232340040690 B1505551 APPLIED 07/24/2015 - .. • $33825 #100/Install new ATM
machine inside lobby of
existing bank building.
Install 4 new doors.
0232340040690 .B1506458 APPROVED 09/14/2015 1100/2015 05/08/2016 $0.00 #510/Interior office
remodel,lighting,
flooring, minor wall
removal no structural.
Flooring 1466 sf
0232340040690 c B1601021 APPLIED 12/01/2015 $20,403.82 modifications to
existing space
(16757sf)in a
commercial building to
convert to shell space
for future commercial
tenants use.
Reconfiguration of
existing facade for a
new store front.
0232340040690 B1103418 WITHDRAW`05/27/2011 '07/18/2011 01/14/2012 $0.00 RENEW
B1002166//RENEW
B0902699/UNIT
- 365..CUT AND
•REMOVE CONCRETE
FOR INSTALLATIONS
OF PIPES,ALSO
INSTALL NEW
CONCRETE SLAB.
0232340040690 BCC16028 APPROVED 11/06/2015 11/10/2015 $0.00 -CC/build new metal
framed(non rated)
interior wall 11'linear ft
with new 3 x 8 metal
door.add 3new
electrical outlets in new
wall.
Have Questions? lienresearch @miamib-eachfl.gov- 305-673-7778 Page 4 of 6
Parcel Number Case# , Permit'; Applied Approved Expired Balance Description
Status Date Date Date
0232340040690 BCC14124 APPROVED 05/01/2014 05/01/2014 - $0.00 CC/Suite 300-Partial
interior demo and
interior alteration to
office space relocate
partitions new hvac
plans relocate outlets
relocate light fixtures
new plumbing fixtures
updated fire sprinkler
plan
0232340040690 BCC12104 APPROVED 04/25/2012 05/03/2012 $0.00 CC for unit#250
Interior renovation of
an existing office
space.
0232340040690 BCC14122 APPROVED 04/30/2014 04/30/2014 $0.00. Partial interior
alteration as per
attached drawings.
Install new light
fixtures,partial wall
paritions, relocate
sprinklers,fire alarm
alteration(devices etc)
0232340040690 'BCC07022 APPROVED 11/06/2006 12/1.8/200.6 $0.00 CC for UNIT#250...
OFFICE USE.
INTERIOR
RENOVATION
0232340040690 BCC13118 APPROVED 04/03/2013 04/08/2013 $0.00 -CC for office space
interior remodeling
suite#445
0232340040690 BC003354 APPROVED 109/11/2003 11/03/2003 $0.00 CO for Office Use-
suite#405(Interior
buildout for Doctor's
office)
0232340040690 BCO05453 APPROVED 0.9/07/2005 10/20/2005 $0.00 Certificate of
Occupancy for Bowling
Alley&Restaurant
0232340040690 BCO08271 APPROVED' 09/03/2008 09/19/2008 $0.00 'CO for office interior
buildout,unit#350
0232340040690 BCO04012 APPROVED 10/13/2003 10/13/2003 $0.00 CO Int Build-Out 4Th Fl
Office 410,415,420,
425,430&435.
0232340040690 BCO13028 APPROVED '11/07/2012 11/08/2012 $0.00 CO for hairsalon
interior buildout suite#
140
0232340040690 BCO09012; APPROVED 10/09/2008 10/22/2008 $0.00 CO for office interior
buildout suite#601
023234.0040690 BC093203 APPROVED 04/08/1993 04/09/1993 - $0.00 C.O. FOR CHANGE
APT TO OFFICES
0232340040690: BD160042: APPROVED 10/29/2015 11/23/2015 05/21/2016 $0.00 Suite 115/Partial
interior demolition of
bowling alley
0232340040690 BE160444 APPROVED 11/19/2015 11/23/2015 05/21/2016 $0.00 bd160042/Suite 115/
Electrical demo.
0232340040690 BE150055 APPROVED 10/06/2014 10/06/2014 07/05/2016 $0.00 Renew BE140750/
electrical single face
wall sign
Have Questions? Iienresearch @miamibeachfl.gov - 305-673-7778 Page 5 of 6
Parcel Number Case# • Permit Applied Approved Expired Balance Description:
Status Date Date 'Date
0232340040690 BE160935 APPROVED 01/25/2016 01/25/2016 07/23/2016 $0.00 B1506458/#510-
Install 7 Low Voltage
Cat 5 Locations.
0232340040690 BP160380 APPROVED 11/19/2015 11/23/2015 05/21/2016 $0.00 Suite 115/BD160042--
PLUMBING
DEMOLITION.
0232340040690 BP160563 APPROVED 12/17/2015 12/17/2015 06/14/2016 .$0.00 B1506458/#510/Rough
and set for 1 kitchen
sink, pump,and
tankless heater.
Accuracy of Results:
The City of Miami Beach makes every effort to ensure the accuracy of the provided
information. The search engine is updated nightly base d on the data at the City of Miami
Beach. Under most circumstances, search results are current as of the prior business day.
Access to information in the database is limited to those users who acknowledge and agree to
the Terms of Use and signify their agreement.
Additional Utility Bills may be due from date of last regular reading to date of final reading. All
delinquent City Bills bear interest at 1.5% per month. Recorded liens bear interest at 12% per
annum. Unpaid and/or delinquent charges together with all penalties imposed thereon, shall
remain and constitute special assessment liens against the real property.
Notice: Short term rentals of less than six months and one day are not permitted in single
family homes, and in zoning districts that do not permit hotel uses. See sections 142-905(b)(5)
and 142-1111, Miami Beach City Code.
The Lien Research Team can be contacted at lienresearch @miamibeachfl.gov
or at 305-673-7778
Have Questions? lienresearch @miamibeachfl.gov - 305-673-7778 Page 6 of 6
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aF,s`F_niX i�x.w. $',,;,�a_�.:v .k :�+��.�x •. —u�>�i�"- ,[T.- r yo,,:.r.��•e° ��.f" !YF -t
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Lien Research System
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City of Miami Beach Lien Search Statement
Parcel: 0232340040695
Address: 1691 MICHIGAN AVE,
Internal Staff Statement ID: 101'
Date: 1/27/2016 5:05:56 PM
Legal Description for Parcel #023234004069.5:
PALM VIEW SUBPB 6-29TENANT OWNED IMPROVEMENT LOCATEDON LOTS 7 THRU
10 & LOTS 14 THRU20 BLK 37LOT SIZE 76500 SQFT
The City of Miami Beach will accept payment for amounts reflected on this statement for up to
30 days from the date of this statement. However, if this total includes a partial payoff for a
Special Master Lien, the amount is an estimate and the final amounts should be obtained by
contacting the Lien Research Team at 305-673-7778 or by emailing:
lienresearch@mia-mibeachfl.gov
As of 1/27/2016, the outstanding amounts due on Parcel# 0232340040695 are:
City Bills subtotal: $1,0.00.00
Licensing subtotal: $137.92
Total Amount Due for this Parcel: ` $1,137.92
•
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Details for Parcel 0232340040695:
City Bills subtotal for Parcel 0232340040695: $1,000.00
'Parcel Number Invoice# Due Date Balance Description a1Nane
0232340040695 00030116 06/29/2012 $1,000.00 CODE ENFORCE MENT BANG &OLUFSEN
MIAMI BEACH,
Utility Billing subtotal for Parcel 0232340040695: $0.00
Licensing subtotal for Parcel 0232340040695: $137.92
[Parcel Number Name jBalance Customer
0232340040695 MAJESTIC $116.10 •
PROPERTI
ES
LINCOLN
ROAD INC
0232340040695 ZIPCAR $21.82
INC
Resort Tax subtotal for Parcel 0232340040695: $0.00
Special Assessments subtotal for Parcel 0232340040695: $0.00
Special Master subtotal for Parcel 0232340040695: $0.00
Elevator Permits subtotal for Parcel 0232340040695: $0.00
Demolition and Board Up Liens subtotal for Parcel 0232340040695: $0.00
Recorded Liens subtotal for Parcel 0232340040695: $0.00
Have Questions? lienresearch @miamibeachfl.gov- 305-673-7778 Page 2 of 5
For Information Only
For any questions on Building Permits/Violations please contact the Building Department at
305-673-7610. For any questions on Code Violations in Open/Bill Owed/Bill Pending Status,
please contact Code Compliance at 305-673-7555.
Open Code Compliance Violations:
Parcel Number Case#` Permit Balance:; Description:,
Status
0232340040695 CE12010576 BILLPAID $0.00 REF: Overloaded,garbage
receptacle.;'. SEC:`90=99-
90-100 VM
0232340040695 CE12010224 BILLOWE $0.00 conducting a special-event
without a permit°1st offense
$1000.00 PW--,..
Open Building Permits:
Parcel Number Case# Permit Applied Approved Expired Balance. Description
Status Date Date Date
0232340040695 B1406581 EXPIRED 09/30/2014 .09/30/2014, 04/14/2015 $0.00 Installation of laminate
flooring with
soundproofing
underlayment
(STCrating bg)Note:
work to be done in a
-office building.
10232340040695 B1601392 INREVIEW 12/22/2015 $32,813.04 TENANT
IMPROVEMENTS,SEL
ECTIVE
DEMOLITION,NEW
BUILD-OUT OF A
LEASED SPACAE IN
AN EXISTING
BUILDING WORK
INCLUDES NEW,NON-
STRUCTURFAL
PARTITIONS,CEILING
S,LIGHT,STRUCTURA
L FOR DESIGN
ELEMENTS,FINISHES
,LIGHTING,MECHANI
CAL, PLUMBING
WORK&FIRE
SPRINKLERS.
0232340040695 B1506570:` APPROVED 09/18/2015 12/02/2015 07/24/2016 ($144.00) BD150347/Interior
office build out in an
xisting office building,
no structural or exterior
work included.-SUITE
#530
0232340040695 BCC14190 : APPROVED 08/26/2014 10/07/2014 $0.00 CC/Suite#320, Office
tenant build out.
"Palentine Capital
Partners"
Have Questions? lienresearch @miamibeachfl.gov - 305-673-7778 Page 3 of 5
Parcel Number Case#- Permit Applied Approved Expired Balance Description
Status Date Date Date •
0232340040695 BD150347 APPROVED 09/18/2015 10/14/2015 07/24/2016 $0.00 Interior office demo of
an existing office
building-no structural
or exterior work
included.SUITE#530
0232340040695 BE160549 APPROVED 12/03/2015 12/03/2015 07/24/2016 :'$0.00 - B1506570/50
receptacles,30 data,
70 light fixtures,20 light
switches,2 relocate
panels 100 amp
0232340040695 BE160674 APPROVED 12/17/2015 12/29/2015 07/24/2016 $0.00 B1506570/Access
control-Installation of
access system,
cameras and CCTV.4
devices.
0232340040695 BE160680 APPROVED 12/17/2015 12/17/2015: 07/24/2016 .$0.00 B1506570/Low voltage
wiring. Install a total of
(78)category 6 cables.
0232340040695 BM160225 APPROVED 11/16/2015 01/08/2016 .07/24/2016 $0.00 BD150347--SUITE#
530--Duct work
0232340040695 BP160315 APPLIED 11/13/2015 $141.49 BD150347---Deliver
and service 1 portable
toilets
0232340040695 BP160509 APPROVED 12/10/2015. 12/10/2015..'07/24/2016 $0.00 b1506570/#530/
Plumbing for sink in
office space.
•0232340040695 BREV160692 APPLIED 12/17/2015 $23.85 B1506570/Access
control-Installation of
access system.
Cameras and CCTV.4
devices.
•
Have Questions? Iienresearch @miamibeachfl.gov - 305-673-7778 Page 4 of 5
Accuracy of Results:
The City of Miami Beach makes every effort to ensure the accuracy of the provided
information. The search engine is updated nightly based on the data at the City of Miami
Beach. Under most circumstances, search results are current as of the prior business day.
Access to information in the database is limited to those users who acknowledge and agree to
the Terms of Use and signify their agreement.
Additional Utility Bills may be due from date of last regular reading to date of final reading. All
delinquent City Bills bear interest at 1.5% per month. Recorded liens bear interest at 12% per
annum. Unpaid and/or delinquent charges together with all penalties imposed thereon, shall
remain and constitute special assessment liens against the real property.
Notice: Short term rentals of less than six months and one day are not permitted in single
family homes, and in zoning districts that do not permit hotel uses:-See sections 142-905(b)(5)
and 142-1111, Miami Beach City Code.
The Lien Research Team can be contacted at lienresearch@miamibeachfl.gov
or at 305-673-7778
Have Questions? lienresearch @miamibeachfl.gov - 305-673-7778 Page 5 of 5