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Amended Ground Lease Estoppel Certificate ,ao16 - aqa68 AMENDED GROUND LEASE ESTOPPEL CERTIFICATE April 5, 2016 To: 1691 Michigan Ave Investment, LP do 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 March 31, 2016, except as set forth 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 By: _� 44 or:es Jim 1 L. ` es Rafael Y• Granado '��.wautrlit', City tanager City Clerk �� \v E '••∎ `� ifs:....‘.... % ,z, %..10 •# STATE OF ) %*: '' �':' :INCORP ORATEDI COUNTY OF ) ti- -,. • The foregoing instrument was acknowledged before me on the `, S''' ' :� 9 9 g � da•Y,�� N e tz t, , 2016, by Jimmy L. Morales, as City Manager, and Rafael E:-.Grah.ad6;-.,-;;>• as City Clerk, on be f the City of Miami Beach, Florida, who are either (check where applicable) personally known to me, or who have produced a driver's license as identification. j z Notary Public Printed Name of Notary Public My commission expires: [NOTARIAL SEAL] ,off: 'P ., UUA CARDIUA ' r.. .*; ,:, *: MY COMMISSION#FF 155322 1 °. ' " EXPIRES:August 27,2018 • :,,,4F•o �. Bonded Thru Notary Public Undeowriters c APPROVED GU GE FORM & &FOR E ELUTION 11-5-'3e1cD (------- ,,,l ;\---7--� .77:77., City Attorney. Arc'Y� 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. The Owner has received an estimated sum, in the amount of $181,910.29, in connection with the 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), which sum may be subject to adjustment once the Tenant's final audited financial statements are completed. This payment is also subject to the pending internal audit of the Lease, as described in Section III below. 2. Kroll Report, in the amount of$22,445.15. 3. April rent, in the amount of$28,000.00. 4. Special Assessment No. lb-000068, in the amount of$15,300.00, attached hereto. 5. 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. 5 CITY OF MIAMI BEACH SPECIAL ASSESSMENT ANNUAL STATEMENT 1700 CONVENTION CENTER DRIVE MIAMI BEACH,FL 33139 PREVIOUS CURRENT CURRENT TOTAL BALANCE INSTALLMENT DATE DUE DUE MMINMENNiir 0.00 15,300.00 1/6/2016 15,300.00 BILL DATE: 12/07/2015 I IIIIII I III II I I II I I II IIIIII VIII II II II II II II VIII VIII I III I III I II VIII IIII III II VIII II I III CUSTOMER#: 693444 • ASSESSMENT#: Ib-000068 Pay By Check To:City Of Miami Beach ADDRESS: CITY MIAMI BEACH C/O 1691 MICHIGAN Insert Check In Pre-Addressed Envelope Below. AVE INVEST Please Include Assessment Number On Check. 1691 MICHIGAN AVE MIAMI BEACH,FL 33139-2520 REMITTANCE STUB Assessment Number Address Parcel tt CITY OF MIAMI BEACH Ib-000068 1691 MICHIGAN AVE 0232340040690 SPECIAL ASSESSMENT Option 1 Pay-Off Amount: Option 2 Previous balance: 0.00 Billing Inquiries:(305)673-7466 Payments: 0.00 Current installment: 15,300.00 Total due: 15,300.00 CUSTOMER INFORMATION: Pursuant to City of Miami Beach Resolutions 2015-28992 and 2015-29145,and Chapter 170,Florida Statutes,the City of Miami Beach created a special assessment district known as the Lincoln Road Business Improvement District,to stabilize and improve the Lincoln Road retail business district,which is located within a nationally recognized historic district,through promotion, management,marketing and other similar services. For inquiries,contact Adrian Morales 305-673-7631 email: adrianmorales @miamibeachfl.gov Visit:http://web.miamibeachfl.gov/cityclerk/elections. All payments should be mailed in the envelope provided. TEAR ON PERFORATION BELOW TO SEPARATE ENVELOPE Make Checks Payable And Remit To: PREVIOUS CURRENT CURRENT TOTAL City Of Miami Beach BALANCE INSTALLMENT DATE DUE DUE PO Box 102663 0.00 15,300.00 1/6/2016 15,300.00 Atlanta,GA 30368-2663 Please Include Assessment Number On Check 11111 I,I I I I.I II I I 111 01111 III I VIII III I IIlI.III III Ills II II III 111101011011 I IIII Pay By Check To:City Of Miami Beach BILL DATE: 12/07/2015 Insert Check In Pre-Addressed Envelope Below. Please Include Assessment Number On Check. ASSESSMENT#: lb-000068 ADDRESS: CITY MIAMI BEACH C/O 1691 MICHIGAN AVE INVEST 1691 MICHIGAN AVE MIAMI BEACH,FL 33139-2520 • tr/ • willommmims CITY OF MIAMI BEACH 1700 CONVENTION CENTER DRIVE MIAMI BEACH,FL 33139 CITY MIAMI BEACH CIO 1691 MICHIGAN AVE INVEST 1185 AVE OF THE AMERICAS 18TH FLOOR NEW YORK,NY 10036-2601 1003626011' • • • • • • 111111111m1191111 i1uu iliplllu,ou1191,i £99Z-89£0£ V0 'YINV1IV • £99Z06 X08 'O'd HON/38 IVIIVIVV AO A1I0 3a3H dWV1S 33Vid • MliAilvd*ACTI1 • cteivites Lien Research System City of Miami Beach Lien Search Statement Parcel: 0232340040690 Address: 1691 MICHIGAN AVE Internal Staff Statement ID: 228 Date: 3/29/2016 8:54:46 AM 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 0695PER 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 @miamibeachfl.gov As of 3/29/2016, the outstanding amounts due on Parcel# 0232340040690 are: City Bills subtotal: $35,004.20 Licensing subtotal: $45.00 Total Amount Due for this Parcel: $35.049.20 • • Have Questions? lienresearch @ miamibeachfl.gov - 305-673-7778 Page 1 of 5 Details for Parcel 0232340040690: City Bills subtotal for Parcel 0232340040690: $35,004.20 Parcel Number Invoice# ;Due Date Balance Description Name 0232340040690 00075357 04/07/2016 $244.20 CENTRAL SERVICES POLICE & FIRE PENSION, 0232340040690 00075206 03/30/2016 $3,380.00 MONTHLY COMPUTER POLICE & FIRE CHARGES PENSION, 0232340040690 00076349 04/27/2016 $3,380.00 MONTHLY COMPUTER POLICE & FIRE CHARGES PENSION, 0232340040690 00075656 04/01/2016 $28,000.00 RENT APRIL 2016 THE LINCOLN LLC., Utility Billing subtotal for Parcel 0232340040690: $0.00 Licensing subtotal for Parcel 0232340040690: $45.00 Parcel Number Name Balance Customer# 0232340040690 MARIELLA $22.50 PEREZ- PONCE 0232340040690 VALERIA $22.50 (VALERIE) NAVARRET E 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 Demolition and Board Up Liens subtotal for Parcel 0232340040690: $0.00 Recorded Liens subtotal for Parcel 0232340040690: $0.00 Have Questions? lienresearch @miamibeachfl.gov - 305-673-7778 Page 2 of 5 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 Status Open Building Permits: Parcel Number Case# Permit Applied Approved Expired Balance Description Status Date Date Date 0232340040690 B1602031 APPROVED 02/04/2016 02/29/2016 09/20/2016 ($1,709.98 Unit#345-1 New Partition for Closet, 1 • New Electrical Outlets, and Lights Fixtures.- OFFICE REMODELING 0232340040690 B1601021 APPLIED 12/01/2015 $20,903.82 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 B1505551 ABANDON 07/24/2015 $338.25 #100/Install new ATM machine inside lobby of existing bank building. Install 4 new doors. 0232340040690 B1103418 WITHDRAW 05/27/2011 07/18/2011 01/14/2012 $0.00 RENEW 81002166//RENEW B0902699/UNIT 365..CUT AND REMOVE CONCRETE FOR INSTALLATIONS OF PIPES,ALSO INSTALL NEW CONCRETE SLAB. 0232340040690 BCC07022 APPROVED 11/06/2006 12/18/2006 , $0.00 CC for UNIT#250... OFFICE USE. INTERIOR RENOVATION 0232340040690 BC003354 APPROVED 09/11/2003 11/03/2003 $0.00 CO for Office Use- suite#405(Interior buildout for Doctor's office) 0232340040690 BCC13118 APPROVED 04/03/2013 04/08/2013 $0.00 CC for office space interior remodeling suite#445 Have Questions? Iienresearch @miamibeachfl.gov - 305-673-7778 Page 3 of 5 Parcel Number Case# Permit Applied Approved Expired Balance Description Status Date Date Date 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 3 new electrical outlets in new wall. 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 BCO08271 APPROVED 09/03/2008 09/19/2008 $0.00 CO for office interior buildout,unit#350 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 BCC16091 APPROVED 02/29/2016 03/02/2016 $0.00 CC/#510/Interior office remodel, lighting, flooring,minor wall removal no structural. Flooring 1466 sf 0232340040690 BC004012 APPROVED 10/13/2003 10/13/2003 $0.00 CO Int Build-Out 4Th Fl Office 410,415,420, 425,430&435. 0232340040690 BC009012 APPROVED 10/09/2008 10/22/2008 $0.00 CO for office interior buildout suite#601 0232340040690 BCO05453 APPROVED 09/07/2005 10/20/2005 $0.00 Certificate of Occupancy for Bowling Alley&Restaurant 0232340040690 BC013028 APPROVED 11/07/2012 11/08/2012 $0.00 CO for hairsalon interior buildout suite# 140 0232340040690 BCO93203 APPROVED 04/08/1993 04/09/1993 $0.00 C.O. FOR CHANGE APT TO OFFICES 0232340040690 BE150055 APPROVED 10/06/2014 10/06/2014 07/05/2016 $0.00 Renew BE140750/ electrical single face wall sign 0232340040690 BE161292 APPROVED 02/29/2016 03/03/2016 09/11/2016 $0.00 81602031/Unit#345/ electrical for interior built out as per plans (14)outlets(41)light and(10)data Have Questions? Iienresearch @miamibeachfl.gov - 305-673-7778 Page 4 of 5 1 ` Parcel Number Case# Permit Applied Approved Expired Balance Description Status . Date Date Date 0232340040690 BP161042 APPROVED 02/29/2016 03/02/2016 09/11/2016 $0.00 B1602031/Unit#345/ plumbing for interior built out as per plans(1 sink) 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 N " _ . - 1�� idi n 1 L1 4,4 AC i 1 ) Lien Research System ,,Services City of Miami Beach Lien Search Statement • Parcel: 0232340040695 Address: 1691 MICHIGAN AVE Internal Staff Statement ID: 227 Date: 3/29/2016 8:54:05 AM Legal Description for Parcel #0232340040695: 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 @miamibeachfl.gov As of 3/29/2016, the outstanding amounts due on Parcel# 0232340040695 are: Total Amount Due for this Parcel: $0.00 • • • Have Questions? lienresearch @miamibeachfl.gov - 305-673-7778 Page 1 of 4 i f Details for Parcel 0232340040695: City Bills subtotal for Parcel 0232340040695: $0.00 Utility Billing subtotal for Parcel 0232340040695: $0.00 Licensing subtotal for Parcel 0232340040695: $0.00 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 4 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 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 B1602242 APPLIED 02/18/2016 $1,719.77 Tenant improvement to existing shell:new finishes flooring(920 sq.ft.)walls and ceiling,new MEP, modify existing fire sprinklers,outlets, ductwork, bathroom fixtures. 0232340040695 B1601392 IN REVIEW 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 BCC14190 APPROVED 08/26/2014 10/07/2014 $0.00 CC/Suite#320,Office tenant build out. "Palentine Capital Partners" 0232340040695 BCO16225 APPROVED 03/28/2016 03/28/2016 $0.00 CO/Interior office build out in an xisting office building, no structural or exterior work included.-SUITE#530 Have Questions? lienresearch @miamibeachfl.gov - 305-673-7778 Page 3 of 4 . 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 4 of 4 •