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Assignment and Assumption of Ground Lease between CMB & CLPF- Lincoln, LLC 202 y _ 32,R RECORDING REQUESTED BY: Mayer Brown LLP 300 South Tryon Street,Suite 1800 Charlotte,NC 28202 Attn:David B.H.Saye,Esq WHEN RECORDED RETURN TO: Black Lion Investment Group,Inc. 201 S.Biscayne Boulevard,Suite 1440 Miami,FL 33131 Attn: Marc Shandler,Esq. [Space Above for Recorder] ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (1691 MICHIGAN AVENUE) THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE(this "Agreement") is made and entered into as of April XL 2024(the`Effective Date"),by and between CLPF—LINCOLN,LLC,a Delaware limited liability company ("Assignor"), whose address is do Clarion Partners, LLC, 230 Park Avenue,New York,NY 10169,and RK RIVANI,LLC,a Florida limited liability company("Assignee"), whose address is c/o Black Lion Investment Group,Inc.,201 S.Biscayne Boulevard, Suite 1440,Miami, FL 33131,Attn:Robert Rivani,Chief Executive Officer. All initial capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Ground Lease (as hereinafter defined). RECITALS A. Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated as of December 22,2023(as amended and assigned,the"Purchase Agreement"),pursuant to which,among other things,Assignor has agreed to sell,assign,transfer,convey and deliver to Assignee,and Assignee has agreed to purchase and accept from Assignor,all right,title and interest of Assignor in that certain Ground Lease(as defined below)with respect to the real property located at 1691 Michigan Avenue,Miami Beach, Florida, as legally described on Exhibit A attached hereto and by this reference made a part hereof(the "Property"). B. Pursuant to the Purchase Agreement, Assignor has agreed to assign to Assignee all of Assignor's right,title and interest in and to all of the Assignor's leasehold estate under that certain Lease by and between City of Miami Beach,Florida a municipal corporation(the"City"), as Owner/Landlord, and Lincoln Plaza Partners,LLC,a Florida limited liability company("Lincoln Plaza Partners"),as Tenant, dated September 1, 1999; as memorialized by that certain Agreement of Lease 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 Lincoln Plaza Partners 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 1691 Michigan Ave Investments LP, a Delaware limited partnership 1 761919664.6 ("1691 Michigan Ave")(formerly known as Lincoln Miami Beach Investments,LLC,a Delaware limited liability company)in that certain Assignment and Assumption of Ground Lease recorded July 20,2006 in Official Records Book 24738, Page 4073; as further assigned by 1691 Michigan Ave to Assignor in that certain Assignment and Assumption of Ground Lease recorded April 15, 2016 in Official Records Book 30039, Page 4656 (collectively, the "Ground Lease"), in each case with respect to the Property, and Assignee has agreed to assume such Ground Lease,as more particularly set forth below. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and set forth in the Purchase Agreement and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereto,intending to be legally bound,subject to the terms and conditions set forth herein hereby agree as follows: 1. Recitals. Each of the parties represents and warrants that the foregoing Recitals are true and correct, and such Recitals are incorporated herein by reference. 2. Assignment. In reliance upon the representations,warranties, covenants and agreements set forth in the Purchase Agreement and upon the terms and subject to the conditions of the Ground Lease,effective as of the Effective Date,Assignor hereby sells,assigns,transfers,sets over and delivers unto Assignee,as assignee,all of Assignor's right,title and interest in and to all of the Assignor's leasehold estate and interest under the Ground Lease,and all improvements and appurtenances situated on or used,occupied and enjoyed in connection with the Ground Lease thereby demised,and all other rights of the Assignor under the Ground Lease("Sale"). 3. Representations,Warranties and Covenants. (a) Assignor represents and warrants to Assignee that Assignor is the owner of the leasehold estate under the Ground Lease(the"Leasehold Estate")and other interests being assigned hereby,and that such Leasehold Estate and other interests are free and clear of all liens,charges and encumbrances other than the Ground Lease, the Leases (as defined in the Purchase Agreement) and those items listed in Exhibit B attached hereto and incorporated herein by this reference(the"Permitted Exceptions"),and,subject to the Permitted Exceptions, Assignor will warrant and defend title to the Leasehold Estate unto Assignee, its successors and assigns, against any person or entity asserting any adverse claim by, through or under Assignor,but against none other. (b) Assignee represents and warrants to Assignor that Robert Rivani is the ultimate beneficial owner of 100%of interests in Assignee,as follows:RK Rivani,LLC has a single member,RJR Vacaville,LLC, a California limited liability company, which is owned 99.75% by Robert Rivani and 0.25% by Odins Properties,Inc.,a Delaware corporation. Odins Properties,Inc.is owned 100%by Robert Rivani. 4. Assumption. Assignee hereby accepts the assignment of the Ground Lease, and hereby assumes and agrees to perform all of the covenants,terms, conditions, duties and obligations of, or applicable to, Tenant under the Ground Lease,and further agrees to be liable and subject to all conditions and restrictions to which Assignor is subject under said Ground Lease. 5. Survival. The provisions of this Agreement shall survive consummation of the transaction contemplated herein. 6. Further Assurances;Conflicts. Assignor and Assignee hereby agree and covenant that they will,at any time and from time to time after the date hereof,upon the reasonable request of the other party hereto, execute and deliver such further instruments or documents of assignment,conveyance and transfer as may be reasonably necessary to implement and effect the assignment and assumption of the Ground Lease 2 761919664.6 contemplated by this Agreement and the Purchase Agreement. Assignor and Assignee further acknowledge and agree that,in the event of any conflict between the terms of this Agreement or the Purchase Agreement and the Ground Lease,the terms of the Ground Lease shall control. 7. City's Required Consents. (a) Rejection of Right of First Offer. On January 31,2024,the Mayor and City Commission adopted City Resolution No.2024-32875,attached hereto and made a part hereof as Exhibit C,whereby the Mayor and City Commission authorized the City Manager to decline,in writing,the Right of First Offer Transaction, as required pursuant to Section 36.2 of the Ground Lease, and as further evidenced by the City Manager's letter,attached hereto and made a part hereof as Exhibit D. (b) Consent to Sale to Assignee. The City has successfully completed its evaluation of Assignee in accordance with Article 10 of the Ground Lease(the"City's Due Diligence")and the City Manager has accordingly approved the Sale to Black Lion Investment Group, Inc. or designated affiliate, which has been identified as the Assignee,as contemplated by City Resolution No. 2024-32875, including the Right of First Offer Notice,attached as an Exhibit to the Resolution. The Assignee has agreed to reimburse the City for its reasonable costs incurred in connection with the Sale including,without limitation,reimbursement of the City's Due Diligence costs. The City's consent to the Sale shall not be deemed a consent to any subsequent assignment or subletting,nor shall it be deemed or construed to be a waiver of any of the restrictions or limitations on assignment and subletting set forth in the Ground Lease. 8. Miscellaneous. (a) This Agreement may not be amended or modified other than by an instrument in writing signed by Assignor and Assignee and only if consented to by Owner. (b) This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, expressed or implied, shall give or be construed to give any person or entity,other than the parties hereto and such successors and assigns,any legal or equitable rights hereunder. (c) This Agreement shall be governed by, and construed in accordance with,the laws of the State of Florida without giving effect to the choice of law principles thereof, including all matters of construction,validity and performance. (d) For the convenience of the parties hereto, this Agreement may be executed in any number of counterparts, each such counterpart being deemed an original, and all such counterparts shall together constitute the same agreement. [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 3 761919664.6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective as of the date first above written. ASSIGNOR: Signed,sealed and delivered CLPF—LINCOLN,LLC, in the presence of: a Delaware limited liability company By: Clarion Lion Properties Fund Holdings,L.P., • /nTi �a_ -•_ a Delaware limited partnership //�yy� Its:Sole Member Name[Print]:LX\rI�' , �'i �+1 p By: CLPF—Holdings,LLC, Address: a Delaware limited liability company do Clarion Partners,LLC Its:General Partner 230 Park Avenue, 12th Floor New York,NY 10169 By: Clarion Lion Properties Fund Holdings REIT,LLC, a Delaware limited liability company / Its:Sole Member Name[Print]: �or cfy L/?f . By: Clarion Lion Properties Fund,LP, a Delaware limited partnership Address: Its: Managing Member do Clarion Partners,LLC 230 Park Avenue, 12th Floor By: Clarion Partners LPF GP,LLC, New York,NY 10169 a Delaware limited liability company Its: General Partner By: Clarion Partners,LLC, a New York limited liability company Its: Sole Irlember By: Name: / ,#1 L V'k, Title:Authorized Signatory Address: do Clarion Partners,LLC 230 Park Avenue, 12th Floor New York,NY 10169 [ACKNOWLEDGEMENT FOLLOWS] 4 Assignment and Assumption of Ground Lease 761919664 ' ACKNOWLEDGMENT STATE OF teu l TTT )ss: COUNTY OF r a tiyx ) The foregoing insguigent was acknowledged befit me by meais Jif✓ physical presence or online notarization, this 4110 day of April, 2024, by air VU.Z_ , as Authorized Signatory of Clarion Partners, LLC, a New York limited liability company, on behalf of such limited liability company. He/She is personally known to me or has produced as identification. runt Name: rt€ [NOTARIAL SEAL] Notary Public,State of Ieui \101- My commission expires: • Caisse Sano NOTARY PUBLIC.STAid OF NEW YORK Itie tatiosNo.O1SA62002{s2 _ .• WNW is lbw Cwoty�•..: C®a"Liw //WY.Are',� \� .• % •�. •5 Assignment and Assumption of Ground Lease 761919664 ASSIGNEE: Signed,sealed and delivered RK RIVANI,LLC, in the presence of: a Florida limited liability company,1(. .-76-:.. " /� t By: _ Name[Print]: MaI SC VG( Name: [Robert Rivani] Address:_2743 (SW 21 S-ree+ Title: [Manager] M;Ctmi ,ft 3313 Address: 201 S 8/5(d7f a ENO j S(Jlfe I q VO MOM) FL 33131 N e[Print]:loves kiA.42.,, Address: M le E.Cackia Askykje_ dilili ,, 1 33I3g ACKNOWLEDGMENT STATE OF i /0 ) ss: COUNTY/ /A/,i/ .//r f The foregoing instrument was acknowledged before me by means of /physical presence or online notarization,this 8 day of April,2024,by[Robert Rivani],as [Manager] of RK RWANI,LLC, a Florida limited liability company,on behalf of such limited liability company. [He]is personally known to me or has produced as identification. Print Name: A G'VeU.S aii1 �/j r----- [NOTARIAL SEAL] // ++t�� Notary Public,State of /47'/G6� it '.341ir\= MARCUS WANDER My commission expires: !/Q�' Zoe MY l�MA41SSlON N FN14 EXPIRES:Jana/26.2025 i _�••R'__ _ __ Serial No.,if any: //// B 2 6 Assignment and Assumption of Ground Lease 761919664.6 CITY ACKNOWLEDGMENT AND CONSENT: By its signature below, the City, as Owner/Landlord under the Ground Lease, acknowledges its consent and agreement to Section 7 of this Agreement only. In the event of any conflict between the terms of this Agreement or the Purchase Agreement and the Ground Lease,the terms of the Ground Lease shall control. APR n S 7(124 CITY OF MIAMI BEACH,FLORIDA, a municipal corporation of the State of Florida Name:Rafael E.Granado,City Clerk l41l l� Address: 1700 Convention Center Drive,Miami By: / Beach,Florida 33139 Name: / Pi I 1 /nS Title: Rickelle Williams,Interim City Manager ,re‘ ✓ Address: 1700 Convention Center Drive,Miami /// Beach,Florida 33139 6)6el Yor 11�s Name[Print]: Q •BE.9.ca, Address: 1700 convention Center Drive,Miami rr' • APPROVED AS TO Beach,Florida 33139 's, •lNCOAP ORATED! FORM 8c LANGUAGE '•: 4 61 &FOR EXECUTION - City Attorneyvre ACKNOWLEDGMENT STATE OF -ciOYI Act_ ) )ss: COUNTY OF Ri AM j made— ) The foregoing instrument was acknowledged before me by means of L./physical presence or online notarization,this i*► day of April,2024,by Rickelle Williams,as Interim City Manager,on behalf of the City of Miami Beach. They are .----personally known to me or have produced as identification. 40.-cH Print Name: [NOTARIAL SEAL] Notary Public,State of NAIMA DE PINEDO Notary Public My commission expires: •k"4 State of Florida -!'�"_'•,:'. Comm*HHi84192 Serial No.,if any: Byatt a IMAM 7 Assignment and Assumption of Ground Lease 761919664.6 Exhibit A to Assignment and Assumption of Ground Lease Legal Description of the Property LEASEHOLD ESTATE: That certain Lease by and between the 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;as memorialized by that certain Agreement of Lease 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 1691 Michigan Ave Investment, LP, a Delaware limited partnership ("1691 Michigan Ave") (formerly known as Lincoln Miami Beach Investments, LLC, a Delaware limited liability company) in that certain Assignment and Assumption of Ground Lease recorded July 20, 2006 in Official Records Book 24738,Page 4073;as further assigned by 1691 Michigan Ave to CLPF—Lincoln,LLC,a Delaware limited liability company in that certain Assignment and Assumption of Ground Lease recorded April 15, 2016 in Official Records Book 30039, Page 4656, to be assigned to Assignee pursuant to this Agreement,in each case with respect to the following described land: Lots 7 through 10,inclusive,and Lots 14 through 20,inclusive,in Block 37,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. 761919664.6 Exhibit B to Assignment and Assumption of Ground Lease Permitted Exceptions 1. Taxes and assessments for the year 2024 and subsequent years,which are not yet due and payable. 2. Matters shown on that certain ALTA/ACSM Land Title Survey prepared by Bock& Clark under Project No.202304571-001,dated December 28,2023 and last revised March 25,2024. 3. Restrictions, covenants, conditions, easements, dedications and all other matters as contained on the Plat of PALM VIEW SUBDIVISION,recorded in Plat Book 6,Page 29,of the Public Records of Miami-Dade County,Florida. 4. Terms conditions and provisions of the Ground Lease,as assigned by this Agreement. 5. Utility Easement in favor of the Florida Power& Light Company, recorded in Official Records Book 20947,Page 1744,of the Public Records of Miami-Dade County,Florida. 6. Order granting variance by Board of Adjustment of the City of Miami Beach,Florida recorded July 28,2003,in Official Records Book 21462,Page 349,of the Public Records of Miami-Dade County, Florida. 7. Order granting variance by the Board of Adjustment of the City of Miami Beach,Florida,recorded March 8,2006,in Official Records Book 24299,Page 3554,of the Public Records of Miami-Dade County,Florida. 8. Order granting variance by Board of Adjustment of the City of Miami Beach, Florida, recorded March 5,2012,in Official Records Book 28020,Page 130,of the Public Records of Miami-Dade County,Florida. 9. Order of the City of Miami Beach Design Review Board recorded April 2,2013 in Official Records Book 28560,Page 1500,as modified by Order of the City of Miami Beach Design Review Board recorded July 2,2014 in Official Records Book 29214,Page 4180,of the Public Records of Miami- Dade County,Florida. 10. Order of the City of Miami Beach Design Review Board recorded October 9, 2015 in Official Records Book 29810,Page 1981,of the Public Records of Miami-Dade County,Florida. 11. Supplemental Order of the Design Review Board-City of Miami Beach,Florida,File No.23201, filed April 7, 2016 in Official Records Book 30028,page 4142, of the Public Records of Miami- Dade County,Florida. 12. Notice pursuant to Section 713.10(2)of the Florida Statutes filed July 25,2016 in Official Records Book 30165,page 739,of the Public Records of Miami-Dade County,Florida. 13. Notice pursuant to Section 713.10(2)of the Florida Statutes filed March 2,2016 in Official Records Book 29982,page 2188,of the Public Records of Miami-Dade County,Florida. 14. Notice of Landlord recorded June 3, 2003, in Official Records Book 20434, Page 1620, and recorded August 15,2003,in Official Records Book 20597,Page 4698,of the Public Records of Miami-Dade County,Florida. 15. Existing unrecorded leases and all rights thereunder of the lessees and of any person claiming by, through or under the lessees,as set forth in the Purchase Agreement. 761919664.6 Exhibit C to Assignment and Assumption of Ground Lease City Resolution No.2024-32875 [See attached] 761919664.6 RESOLUTION NOI 2024-32875 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA,AUTHORIZING THE CITY MANAGER TO DECLINE, IN WRITING, THE RIGHT OF FIRST OFFER TENDERED TO THE CITY BY • CLPF—LINCOLN,LLC(CLPF)WITH REGARD TO THE PROPOSED SALE TO A QUALIFIED BUYER OF CLPF'S LEASEHOLD INTEREST IN THE PROJECT LOCATED AT 1691 MICHIGAN AVENUE(THE PROPERTY) FOR THE TOTAL PURCHASE PRICE OF $62,500,000.00, SUCH RIGHT OF FIRST OFFER BEING REQUIRED PURSUANT TO SECTION 36.2 OF THE AGREEMENT OF LEASE BETWEEN THE CITY (OWNER) AND CLPF IN RESPECT OF THE PROPERTY. WHEREAS, on January 5, 1998,the City issued RFP No. 20-97/98, seeking proposals for the development of Public-Private Parking Facilities. On July 7, 1999, the Mayor and City Commission adopted Resolution No. 99-23236, approving the Agreement of Lease and the Development Agreement between the City and Lincoln Plaza Partners, LLC, for the development of a mixed-use project, located at Michigan and Jefferson Avenue, between Lincoln Lane and 17th Street(the"Land");and WHEREAS,an Agreement.of Lease dated September 1, 1999 was executed between the City,as Owner/Ground Lessor,and Lincoln Plaza Partners LLC,a Florida limited liability company, as Tenant/Ground Lessee (the "Ground Lease"), under which Ground Lease Tenant agreed to develop a commercial project, consisting of an office building, a parking garage, and ground floor retail space(collectively the"Project"),which Project is currently located at 1691 Michigan Avenue, and commonly referred to as'The Lincoln"(the Land and Project will be collectively referred herein to as the"Premises");and WHEREAS,pursuant to the Ground Lease,Tenant leases the land from the City and Tenant holds ownership and title to the Project, and upon the expiration of the Ground Lease, ownership of,and title to,the Project automatically vests in the City,without the payment of consideration;and WHEREAS, the Ground Lease has an initial term of 50 years, expiring September 30, 2052, plus two automatic renewal options for 20 years each, unless the Tenant is in default or notifies the City within the last twenty-four(24)months of the end of the term in question that it will not exercise its option;and WHEREAS, on December 20, 2000, the Mayor and City Commission adopted Resolution No. 2000-24220, approving the Sale and Assignment and Assumption of the Ground Lease from Lincoln Plaza Partners, LLC to LNR Jefferson, LLC. On October 5, 2005, LNR Jefferson, LLC changed Its name to The Lincoln, LLC;and WHEREAS, on or about July 18, 2006, The Lincoln LLC sold the Project and assigned its leasehold interest in the Land to Lincoln Miami Beach Investments, LLC,a Delaware limited liability company; and WHEREAS, on November 17, 2006, Lincoln Miami Beach Investment, LLC changed its name to 01K Lincoln Miami Beach Investment,LLC,and thereafter,on June 17,2009,merged with 1691 Michigan Ave Investment LP, a Delaware limited liability partnership;and • WHEREAS, on February 12, 2014, the Mayor and City Commission approved Resolution No.2014-28486,authorizing the Mayor and City Clerk to execute Amendment No. 1 to the Ground Lease, modifying the Scope of Use under the Ground Lease by reducing the minimum number of parking spaces required for the parking garage facility, from 700 to 645 spaces; increasing the minimum number of parking spaces required to be maintained at all times for use by the general public from 100 to 155 parking spaces; and further increasing the monthly parking spaces for members of the general public from 50 to 75, in connection with the development of a miniature golf project at the sixth floor of the garage with the subtenant, City Middle, LLC;and WHEREAS, City Middle, LLC never developed the miniature golf project; therefore, Amendment No. 1 was never executed;and WHEREAS, on January 13, 2016, the Mayor and City Commission adopted Resolution No.2016-29268, declining the Owner's Reciprocal Right of First Refusal and approving the sale of the Project to CLPF-Lincoln, LLC, a Delaware limited liability company ("Tenant"), subject to the Administration's successful completion of its evaluation of the proposed purchaser;and WHEREAS, the Ground Lease was further assigned to Tenant by an Assignment and Assumption of Ground Lease dated April 8, 2016;and WHEREAS, on May 4, 2022, the Mayor and City Commission adopted Resolution No. 2022-32136 declining the Owner's Reciprocal Right of First Refusal in connection with a proposed sale to 1691 Property Owner, L.O.,a Delaware limited partnership that was to be owned by a fund managed by Starwood Capital Group ("Starwood Affiliate"), and rescinding Resolution No. 2014- 28486 which had authorized the execution of Amendment No. 1;and WHEREAS, on July 20, 2022, the Mayor and City Commission adopted Resolution No. 2022-32217 authorizing a new Amendment No. 1 ("New Amendment No. 1') that included the modification of certain terms requested by Starwood Affiliate as well as revisions favorable to the City; and WHEREAS,the New Amendment No. 1 was executed by the Parties on July 22, 2022, but became null and void and of no further force or effect on December 31, 2022 because the contemplated sale by Tenant to Starwood Affiliate was not consummated; and WHEREAS, on December 28, 2023, the Tenant provided notice to the City("Offer Notice") of its desire to sell its leasehold interest in the Premises to a third party and offering the City, as required by Section 36.2(a) of the Ground Lease, the right to purchase the Tenant's leasehold interest for the sum of$62,500,00.00 and upon other terms specified In the notice(the"Right of First Offer Transaction"Xa copy of the Offer Notice is attached to the Memorandum accompanying this Resolution as Exhibit A); and WHEREAS,the City has a period of forty-five(45)days to elect to consummate or reject the Right of First Offer Transaction;and WHEREAS, if the City fails to respond within such forty-five(45)day period,the City will be deemed to have rejected the Right of First Offer Transaction, provided, as this matter requires consideration by the City Commission, pursuant to Section 26.2(c)(iii) of the Ground Lease, the period for responding is extended to the date that is fifteen(15)days after the first regular meeting of the City Commission that is no earlier than ten (10) days following receipt of the request that requires consideration,so the City has until February 15,2024 to respond to the Offer Notice;and • • • • • • WHEREAS, pursuant to Section 36.2(b) of the Ground Lease, if the City rejects (or is deemed to have rejected by failing to respond to the Offer Notice within the designated period)the Right of First Offer Transaction, Tenant may consummate the proposed transaction with any other permitted buyer, on terms and conditions that are no less favorable to'Tenant than those included in the Offer Notice,within one hundred eighty(180)days following the earlier to occur of(i) February 15, 2024 or(ii)receipt by Tenant of a notice by the City declining to consummate the Right of First Offer Transaction;and • WHEREAS,the Offer Notice contained the following terms: , Owner of Ground Lease: City of Miami Beach Seller CLPF-Lincoln, LLC,a Delaware limited liability company Purchase Price: $62,500,000.00 • Buyer: Black Lion Investment Group, Inc., a California corporation ("Black Lion);and . WHEREAS, the City's capital budget for the 2024 fiscal year is already fully committed to projects that are priorities for the City;and WHEREAS, the current five-year Capital Improvement Plan (CIP) for the City totals approximately$1.1 billion,of which$115.7 million was appropriated in FY 2024 as part of the capital budget adopted by the City Commission on September 27,2023,resulting in a$1.0 billion unfunded CIP for FY 2025—FY 2028; and WHEREAS, in view of the as yet substantial amount remaining unfunded for CIP projects in the pipeline (FY 2025—FY 2028), and because there are other important projects that have been deferred due to lack of funding, the City Manager recommends that the City decline the Right of First Offer Transaction; and • WHEREAS, concurrently with the Offer Notice, on December 28, 2024, Tenant provided a • second written notice to the City ("Notice of Sale') requesting the City's approval of Black Lion Investment Group, Inc. ("Black Lion") as a buyer of the Lincoln (a copy of the Notice of Sale is attached to the Memorandum accompanying this Resolution as Exhibit B); and WHEREAS,the City has sixty(60)days from receipt of the Notice of Sale to consent to the sale;and • WHEREAS,the City Administration has commenced conducting its due diligence,at the sole expense of Black Lion,to determine whether or not Black Lion qualifies as a"Permitted Buyer"under Section 10.3 of the Ground Lease;and WHEREAS, if Black Lion satisfies the criteria to be a Permitted Buyer, the City will consent to the sale transaction subject to execution by Tenant and Black Lion of appropriate documentation; and WHEREAS, based upon the foregoing, the City Manager recommends that the Mayor and City Commission'authorizethe City Manager to decline the Right of First Offer Transaction in relation to the contemplated sale.of the Tenant's leasehold interest in The Lincoln for the total purchase price of$62,500,000. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA,that the Mayor and City Commission authorize the City • Manager to decline, in writing, the Right of First Offer tendered by Tenant to the City by CLPF— Lincoln, LLC (CLPF) with regard to the proposed sale to a qualified buyer of CLPF's leasehold interest in the project located at 1691 Michigan Avenue(the Property)for the total purchase price of $62,500,000.00,such right of first offer being required pursuant to Section 36.2 of the Ground Lease between the City and CLPF in respect of the Property. PASSED AND ADOPTED this 3/ day of TG4kkr 2024. / •, Leven Meiner, Mayor ATTEST: • 0 6 2024 APPROVED AS TO Rafael . Granada, City Clerk FORM&LANGUAGE &•FOR-EKEeCURON • (1171, ORM • CUy,Attomey . • Date jtesolutlons-C7 E MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Aline T.Hudak,City Manager DATE: January 31,2024 • SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO DECLINE, IN WRITING, THE RIGHT OF FIRST OFFER TENDERED TO THE CITY BY CLPF — LINCOLN, LLC (CLPF) WITH REGARD TO THE PROPOSED SALE TO A QUALIFIED BUYER OF CLPF'S LEASEHOLD INTEREST IN THE PROJECT LOCATED AT 1691 MICHIGAN AVENUE (THE PROPERTY) FOR THE TOTAL PURCHASE PRICE OF $62,500,000.00, SUCH RIGHT OF FIRST OFFER BEING REQUIRED PURSUANT TO SECTION 36.2 OF THE AGREEMENT OF LEASE BETWEEN THE CITY (OWNER)AND CLPF IN RESPECT OF THE PROPERTY. BACKGROUND/HISTORY On January 5, 1998,the City issued RFP No.20-97/98,seeking proposals for the development of Public-Private Parking Facilities. On July 7, 1999,the Mayor and City Commission adopted Resolution No.99-23236,approving the Agreement of Lease and the Development Agreement between the City and Lincoln Plaza Partners, LLC,for the development of a mixed-use project, located at Michigan and Jefferson Avenue,between Lincoln Lane and 17th Street(the"Land"). An Agreement of Lease dated September 1, 1999 was executed between the City, as Owner/Ground Lessor, and Lincoln Plaza Partners LLC, a Florida limited liability company, as Tenant/Ground Lessee (the "Ground Lease"), under which Ground Lease Tenant agreed to develop a commercial project,consisting of an office budding,a parking garage,and ground floor retail space (collectively the "Project)* which Project is currently located at 1691 Michigan Avenue, and commonly referred to as "The Lincoln" (the Land and Project will be collectively referred herein to as the "Premises"). Pursuant to the Ground Lease, Tenant leases the land from the City and Tenant holds ownership and title to the Project, and upon the expiration of the Ground Lease, ownership of, and title to,the Project automatically vests in the City, without the payment of consideration. The Ground Lease has an iridal term of 50 years, expiring September 30, 2052, plus two automatic renewal options for 20 years each, unless the Tenant is in default or notifies the City within the last twenty4our(24)months of the end of the term in question that it will not exercise its option. On December 20,2000,the Mayor and City Commission adopted Resolution No.2000-24220, approving the Sade and Assignment and Assumption of the Ground Lease from Lincoln Plaza Partners, LLC to LNR Jefferson,LLC. On October 5,2005, LNR Jefferson, LLC changed its Page 538 of 2002 name to The Lincoln,LLC. On or about July 18, 2006, The Lincoln LLC sold the Project and assigned its leasehold interest in the Land to Lincoln Miami Beach Investments, LLC, a Delaware limited liability company. • On November 17, 2006, Lincoln Miami Beach Investment, LLC changed its name to 01K Lincoln Miami Beach Investment, LLC, and thereafter, on June 17, 2009, merged with 1691 Michigan Ave Investment LP,a Delaware limited liability partnership. On February 12,2014,the Mayor and City Commission approved Resolution No.201428486, authorizing the Mayor and City Clerk to execute Amendment No. 1 to the Ground Lease, modifying the Scope of Use under the Ground Lease by reducing the minimum number of parking spaces required for the parking garage facility,from 700 to 645 spaces; increasing the minimum number of parking spaces required to be maintained at all times for use by the general public from 100 to 155 parking spaces; and further increasing the monthly parking spaces for members of the general public from 50 to 75, in connection with the development of a miniature golf project at the sixth floor of the garage with the subtenant, City Middle, LLC. City Middle, LLC never developed the miniature golf project; therefore, Amendment No. 1 was never executed. On January 13, 2016, the Mayor and City Commission adopted Resolution No. 2016-29268, declining the Owner's Reciprocal Right of First Refusal and approving the sale of the Project to CLPF-Lincoln, LLC, a Delaware limited liability company ("Tenant"), subject to the Administration's successful completion of its evaluation of the proposed purchaser.The Ground Lease was further assigned to Tenant by an Assignment and Assumption of Ground Lease dated April 8,2016. On May 4, 2022, the Mayor and City Commission adopted Resolution No. 2022-32136 declining the Owner's Reciprocal Right of First Refusal in connection with a proposed sale to 1691 Property Owner, L.O., a Delaware limited partnership that was to be owned by a fund managed by Starwood Capital Group (*Starwood Affiliate"), and rescinding Resolution No. 2014-28486 which had authorized the execution of Amendment No. 1. On July 20, 2022, the Mayor and City Commission adopted Resolution No. 2022-32217 authorizing a new Amendment No. 1 ('New Amendment No. 1')that included the modification of certain terms requested by Starwood Affiliate as well as revisions favorable to the City. The New Amendment No. 1 was executed by the Parties on July 22,2022,but became null and . void and of no further force or effect on December 31,2022 because the contemplated sale by Tenant to Starwood Affiliate was not consummated. ANALYSIS On December 28,2023,the Tenant provided notice to the City Coffer Notice")of its desire to sell its leasehold interest in the Premises to a third party and offering the City, as required by . Section 36.2(a)of the Ground Lease, the right to purchase the Tenant's leasehold interest for the sum of$62,500,00.00 and upon other terms specified in the notice(the"Right of First Offer Transaction"). A copy of the Offer Notice is attached hereto as Exhibit A. The City has a period of forty-five (45)days to elect to consummate or reject the Right of First Offer Transaction. If the City fails to respond within such forty-five (45)day period,the City will be deemed to have rejected the Right of First Offer Transaction[1]. • Pursuant to Section 36.2(b) of the Ground Lease, if the City rejects (or Is deemed to have • rejected by failing to respond to the Offer Notice within the designated period)the Right of First Offer Transaction, Tenant may consummate the proposed transaction with any other permitted buyer, on terms and conditions that are no less favorable to Tenant than those included in the Offer Notice, within one hundred eighty (180) days following the earlier to occur of (i) the Page 539 of 2002 expiration of forty fire (45)days following the City's receipt of the Offer Notice,or(n)receipt by Tenant of a notice by the City declining to consummate the Right of First Offer Transaction The Offer Notice contained the following information: Owner of Ground Lease: City of Miami Beach Seller. CLPF-Lincoln,LLC,a Delaware limited liability company Purchase Price: $62,500,000.00 Buyer. Black Lion Investment Group, Inc.,a California corporation("Black Lion), The City's capital budget for the 2024 fiscal year is already fully committed to projects that are priorities for the City. The current five-year Capital Improvement Plan(CI P)for the City totals approximately$1.1 billion, of which $115.7 million was appropriated in FY 2024 as part of the capital budget adopted by the City Commission on September 27, 2023, resulting in a $1.0 billion unfunded CI P for FY 2025—FY 2028. Since there are other important projects that have been deferred due to lack of funding, the City Manager recommends that the City decline the Right of First Offer Transaction. Concurrently with the Offer Notice, on December 28, 2024, Tenant provided a second written notice to the City ("Notice of Sale") requesting the City's approval of Black Lion Investment Group, Inc. ("Black Lion")as a buyer of the Lincoln. A copy of the Notice of Sale is attached hereto as Exhibit B.The City has sixty(60)days from receipt of the Notice of Sale to consent to the sale. The City Administration has commenced conducting its due diligence, at the sole expense of Black Lion,to determine whether or not Black Lion qualifies as a"Permitted Buyer" under Section 10.3 of the Ground Lease. If Black Lion satisfies the criteria to be a Permitted Buyer,the City will consent to the sale transaction subject to execution by Tenant and Black Lion of appropriate documentation. [1] Pursuant to Section 26.2(cXiii)of the Ground Lease, for matters requiring consideration by the City Commission approval, time periods that trigger deemed automatic approvals are extended to the date that is fifteen (15) days after the first regular meeting of the City Commission that is no earlier than ten (10)days following receipt of the request that requires consideration. In this case, as the item is being presented for consideration at the January 31, 2024 City Commission meeting. the City has until February 15, 2024 to respond to the Offer Notice. SUPPORTING SURVEY DATA Na FINANCIAL INFORMATION nfa CONCLUSION Based upon the foregoing,the City Manager recommends that the Mayor and City Commission adopt the Resolution authorizing the City Manager to decline, in writing,the Right of First Offer tendered by Tenant to the City in relation to the contemplated sale of Tenant's leasehold interest in The Lincoln for the total purchase price of$62,500,000.00 to Black Lion. Applicable Area South Beach Page 540 of 2002 Is thisa"Residents Right Does this Item utilize G.O. to Know"item,pursuant to Band Funds? City Code Section 2-14? No No Legislative Tricking Facilities and Fleet Management ATTACHMENTS: Description o Exhibit A Page 541 of 2002 Exhibit A FAILURE TO RESPOND TO THIS REQUEST WITHIN THE TIME PERIOD PROVIDED IN THE LEASE AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND CLPF- LINCOLN, LLC SHALL CONSTITUTE AUTOMATIC APPROVAL OF THE MATTERS DESCRIBED HEREIN WITH RESPECT TO SECTION 10.3, 10.5 AND 10.6 OF SUCH LEASE AGREEMENT. December 26,2023 VIA UPS OVERNIGHT City of Miami Beach City of Miami Beach • City Manager City Attorney 1700 Convention Center Drive 1700 Convention Center Drive Miami Beach,Florida 33139 Miami Beach,Florida 33139 Bloom&Minsker 1401 Brickell Avenue,Suite 700 Miami,Florida 33131 Attention: Joel N.Minsker,P.A. Re: Lease Agreement (as previously assigned, the "Lease") between CITY OF MIAMI BEACH, FLORIDA, a municipal corporation duly organized and existing under the laws of the State of Florida ("Landlord"), and CLPF - LINCOLN, LLC, a Delaware limited liability company (successor in interest to 1691 Michigan Ave Investment LP)("Tenant"),dated September 1, 1999, with respect to the property located at 1691 Michigan Avenue, Miami Beach, Florida (the "Premises");capitalized terms used but not otherwise defined herein have the meanings given such terms in the Lease. For reference a copy of the Offer Notice is attached hereto as Exhibit A. Dear Sir or Madam: If Landlord declines to accept that certain Offer Notice sent by Tenant on December 26, 2023 pursuant to Section 36.2(a)of the Lease,then Tenant hereby requests Landlord's consent to a proposed Sale of Tenant's interest in the Lease pursuant to Sections 10.3(c) and 10.5(a)of the Lease. Please note the following information about the potential third-party purchaser of Tenant's interest in the Lease:(i)the name of the proposed purchaser is Black Lion Investment Group, Inc.,a California corporation('Black Lion"), or its affiliated designee, and the proposed purchaser's address is 201 S. Biscayne Blvd.,Suite 1440, Miami, Florida 33131, (ii)the Tenant's name is CLPF-Lincoln,LLC,and Tenant's address is do Clarion Partners, 230 Park Avenue, 12th Floor, New York, New York 10169, and (iii) the contemplated Sale is for one hundred percent(100%)of the leasehold interest under the Lease. The proposed purchaser hereby certifies that it is a Permitted Buyer pursuant to Section 10.3(c)of the Lease. Please note that,per Black Lion, to facilitate Landlord's evaluation of the proposed purchaser, Black Lion intends to disclose to Landlord's independent certified public accounting firm PAAST such records supporting the satisfaction of the net worth requirement of the proposed purchaser and affiliated entities in accordance with procedures established by Landlord, PAAST and the purchaser's independent certified public account Kaufman Rossin,as previously discussed between Landlord and Black Lion 7605329074 Page 542 of 2002 Pursuant to Section 10.6(b)of the Lease, attached as Exhibit B hereto please find a proposed form of Assignment and Assumption of Ground Lease (the "Assumption of Lease"). Please confirm the Assumption of Lease is acceptable for the consummation of the Sale to the proposed purchaser. In the event that Landlord consents to the proposed Sale of Tenant's interest in the Lease as described above and approves the Assumption of Lease attached hereto, Tenant kindly requests that Landlord promptly provide a written statement to Tenant of such consent and approval by countersigning in the applicable signature block below. If you have any questions or need additional information,please contact David Saye at(704)444-3526 or dsaye@mayerbrown.com [Signature Page Attached] 2 760512907 4 Page 543 of 2002 Sincerely, CLPF LINCOLN,LLC. J Delaware limited liability s:unip,my 8% Clarion Lion Propertie.Fund Ilokluiip. LP. a Delaware limited partnership Its.Sok Nkniber By CLPF-IiuUmgs.LLC a Delaware kintad liability company Its.Genets!Partner By Clarion Lam Properties Fund Ilokding.REIT.LLC. a Delaware bunted liability company Its.Sok Member By: Clarion Lion Properties Fund_LP. a Delaware limed partnership Its Managing Member By. Clarion Partners LPF GP.LLC. a Delaware limited liability Cumpatn It. General Partner By Clacton Partner.,LLC. a New York tented liabiht) company Its Sok !Member Name Katie Va¢ Title .%ut hurtled S i t:11aum 3 760512907 4 Page 544 of 2002 WITH COPIES TO: City of Miami Beach City Manager 1700 Convention Center Drive Miami Beach,Honda 33139 City of Miami Beach City Attorney 1700 Convention Center Drive Miami Beach,Florida 33139 Bloom&Minsker 1401 Brickell Avenue,Suite 700 Miami,Florida 33131 Atm:Joel N.Minsker, P.A. City of Miami Beach 1 700 Convention Center Drive Miami Beach, Florida 33139 Ann: Ricardo J. Dopico,Esq..Deputy City Attorney City of Miami Beach 1700 Convention Center Dnve Miami Beach,Florida 33139 Attn: Ms. Rickelle Williams,Assistant City Manager Black Lion Investment Group,Inc. (Via email) 201 S. Biscayne Blvd..Suite 1440 Miami,Florida 33131 Attn: Marc Shandler,Esq. Email: marcebblacklionig.com 4 76053290'. Page 545 of 2002 The undersigned hereby certifies to Landlord that it is a Permitted Buyer pursuant to Section 10.3(c)of the Lease. BLACK LION INVESTMENT GROUP,INC., a California corporation By: l 'kirk t Name: Patrick Khoury Title: COO 5 76053290'4 Page 546 of 2002 The City of Miami Beach, Florida does hereby consent to the proposed Sale of Tenant's interest in the Lease as described above and approves the form of Assumption of Lease attached hereto CITY OF MIAMI BEACH,FLORIDA, a municipal corporation of the State of Florida By: Name: Title: 6 760512907 4 Page 547 of 2002 EXHIBIT A Offer Notice [See attached.] 76os71907 4 Page 548 of 2002 FAILURE TO RESPOND TO THIS REQUEST WITHIN THE TIME PERIOD PROVIDED IN THE LEASE AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND CLPF — LINCOLN, LLC SHALL CONSTITUTE AUTOMATIC APPROVAL OF THE MATTERS DESCRIBED HEREIN WITH RESPECT TO SECTION 36.2 OF SUCH LEASE AGREEMENT. December 26,2023 VIA UPS OVERNIGHT City of Miami Beach City of Miami Beach City Manager City Attorney 1700 Convention Center Drive 1700 Convention Center Drive Miami Beach,Florida 33139 Miami Beach,Florida 33139 Bloom&Minsker 1401 Brickell Avenue,Suite 700 Miami,Florida 33131 Attention:Joel N.Minsker,P.A. Re: Lease Agreement (as amended and assigned, the "Lease") between CITY OF MIAMI BEACH, FLORIDA,a municipal corporation duly organized and existing under the laws of the State of Florida ("Owner"), and CLPF— LINCOLN, LLC, a Delaware limited liability company (successor in interest to 1691 Michigan Ave Investment LP) ("Tenant"), dated September 1, 1999, with respect to the property located at 1691 Michigan Avenue, Miami Beach,Florida(the"Premises");capitalized terms used but not otherwise defined herein have the meanings given such terms in the Lease. Dear Sir or Madam: Pursuant to Article 36.2(a)of the Lease,Tenant hereby notifies Owner that Tenant desires to sell its leasehold interest in the Premises. This notice constitutes an Offer Notice described in Article 36.2(a)of the Lease. Pursuant to Article 36.2(b)of the Lease,Tenant will not consummate any offer from a third party to purchase the Premises until the earlier to occur of(i)the expiration of 45 days following Owner's receipt of this Offer Notice, or (ii) receipt by Tenant of a notice by Owner declining to consummate the Right of First Offer Transaction. If Owner elects not to consummate the Right of First Offer Transaction, Tenant kindly requests that Owner promptly provide a written statement to Tenant of such intention by countersigning in the applicable signature block below. Pursuant to Section 36.2(a)and Exhibit 36.2(a)of the Lease,the terms of this Offer Notice are as follows: I. Purchase Price-$62,500,000 760531705 3 Page 549 of 2002 2. Closing Date The closing of the purchase shall take place on a date designated by Tenant, but in any event not less than sixty(60)days nor more than ninety(90)days following the date such Tenant executes a purchase agreement with Owner. 3. Deed;Title - At the closing, Tenant shall convey to Owner(i)all of Tenant's right, title and Interest in and to the Premises by special warranty deed and(ii)all of Tenant's right, title and interest in and to the Lease by an assignment of lease. The form of such deed and assignment of lease shall be mutually acceptable to Tenant and Owner but shall not in any event provide for any representations by Tenant other than a representation that Tenant has not theretofore transferred or assigned the items being transferred or conveyed thereby and representations and warranties customarily contained in a special warranty deed. Tenant's Interest in the Premises and the Lease shall be conveyed to Owner subject to all liens encumbrances and other matters then affecting the title thereto and any state of facts a survey may reveal(but in all cases subject to Tenant's obligations under Section 2.2 of the Lease). Tenant shall also execute all other documents customarily used in real estate transactions in Miami-Dade County,Florida. 4. Rent;Prorations - At the closing of the purchase, all Rental and/or Impositions shall be prorated through the date of closing and paid by the party entitled thereto. If Owner declines to be the purchaser of this Right of First Offer Transaction,the expenses will be customarily prorated as in other real estate transactions in Miami-Dade County, Florida, including buyer receiving a credit with respect to Owner's post-closing obligations under • existing space leases for tenant inducement costs. 5. Expenses-Each party shall pay its own attorneys' fees. All title charges,recording fees, survey charges and other expenses incurred in connection with the purchase shall be paid by Owner. Tenant shall pay transfer taxes(including documentary stamp taxes and Miami- Dade County surtax)payable in connection with the purchase. If Owner declines to be the purchaser of this Right of First Offer Transaction,then in a sale transaction to a third-party purchaser,(i)Tenant shall pay transfer tax(including documentary stamp taxes and Miami- Dade County surtax),fees and premium for basic title insurance,the recording fees relating to any title clearing documents necessary to consummate the sale,Tenant's attorneys'fees, any fees and expenses required to be paid to Owner for its consent and any brokerage commission due to the broker used in the transaction and 50%of escrow fees and(ii)the third-party purchaser shall pay fees and premiums for extended title insurance coverage and endorsements, survey charges and 50%of escrow fees. If you have any questions or need additional information, feel free to contact David Saye at(704) 444-3526 or dsaye@mayerbrown.com. [Signature Page Follows] 2 760531705 3 Page 550 of 2002 Sincerely. ('L.Pf LINCOLN.LLC. J Delaware limited habil ln campan� II Clarion Lion Properties Fund Holdings. L P a Delaware limited partner.hrp It..Sale Member B y. CLPF-ILLC a Delaware limited habil m coriya Its.General Partner B)• Clarion Lion Propane.Fund HA ling.REIT.LLC. a Delaware limited liabdm company IN.Sole Member By. Clarion Lion Properties Fund.LP. a Delaware limited patinershrp Its Managing Member By: Clarion Partners LPF(iP.LLC. a Delaware limited habddy company IIs. Gererrl Partner B�• Clarion Panner..LLC. a New York Iunited Irrbrho company In SoleeWenrhrr B y: /ie lJ Name- Katie Vaz Title Authome dSignator� 3 760531705) Page 551 of 2002 WITH COPIES TO: City of Miami Beach City Manager 1700 Convention Center Drive Miami Beach. Florida 33139 City of Miami Beach City Attorney 1700 Convention Center Drive Miami Beach,Florida 33139 Bloom&Minsker 1401 Brickell Avenue,Suite 700 Miami,Florida 33131 Attn:Joel N. Minsker,P.A. City of Miami Beach 1700 Convention Center Drive Miami Beach,Florida 33139 Attn:Ricardo J. Dopico,Esq.,Deputy City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach,Florida 33139 Attn: Ms. Rickelle Williams.Assistant City Manager Black Lion Investment Group, Inc. (Via email) 201 S. Biscayne Blvd..Suite 1440 Miami,Florida 33131 Attn:Marc Shandler, Esq. Email:marctablacklionig.com 4 760531705 3 Page 552 of 2002 The City of Miami Beach.Florida does hereby elect NOT to consummate the Right of First Offer Transaction set forth in this Offer Notice. CITY OF MIAMI BEACH,FLORIDA, a municipal corporation of the State of Florida By: Name: Title: 5 760531705 3 Page 553 of 2002 EXHIBIT B FORM OF ASSIGNMENT AND ASSUMPTION OF GROUND LEASE ASSIGNMENT AND ASSUMPTION OF GROUND LEASE RECORDING REQUESTED BY: Mayer Brown LLP 300 South Tryon Street,Suite 1800 Charlotte,North Carolina 28202 Attn• David B.H.Saye,Esq WHEN RECORDED RETURN TO: [Space Above for Recorder] ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (1691 MICHIGAN AVENUE) THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE(this"Agreement")is made and entered into as of ,2024(the"Effective Date"),by and between CLPF—LINCOLN, LLC,a Delaware limited liability company("Assignor"),whose address is clo Clarion Partners,LLC,230 Park Avenue, New York, NY 10169 and , a _ ("Assignee"),whose address is c/o . All initial capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement(as hereinafter defined). RECITALS A Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated as of (as amended,the"Purchase Agreement"),pursuant to which,among other things, Assignor has agreed to sell, assign, transfer,convey and deliver to Assignee,and Assignee has agreed to purchase and accept from Assignor,all right,title and interest of Assignor in that certain Ground Lease(as defined below)with respect to the real property located at 1691 Michigan Avenue,Miami Beach, Florida,as legally described on Exhibit A attached hereto and by this reference made a part hereof(the ..Prop rte'.). B Pursuant to the Purchase Agreement, Assignor has agreed to assign to Assignee all of Assignor's right,title and interest in and to all of the Assignor's leasehold estate under that certain 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 I, 1999; as memorialized by that certain Agreement of Lease 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 Exhibit B- Page 1 760511.907 4 Page 554 of 2002 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 Flonda recorded May 17,2001 in Official Records Book 19669,Page 1035;as assigned by LNR to 1691 Michigan Ave Investments LP,a Delaware limited partnership("1691 Michigan Ave")(formerly known as Lincoln Miami Beach Investments, LLC, a Delaware limited liability company) in that certain Assignment and Assumption of Ground Lease recorded July 20,2006 in Official Records Book 24738,Page 4073;as further assigned by 1691 Michigan Ave to Assignor in that certain Assignment and Assumption of Ground Lease recorded Ann' 15. 2016 in Official Records Book 30039, Page 4656 (collectively, and as heretofore modified,extended,renewed or replaced,the"Ground Lease"),in each case with respect to the Property, and Assignee has agreed to assume such Ground Lease,as more particularly set forth below. NOW,THEREFORE,in consideration of the mutual covenants and agreements hereinafter set forth and set forth in the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto,intending to be legally bound,subject to the terms and conditions set forth herein and in the Purchase Agreement,hereby agree as follows: 1. Assignment. Upon the terms and subject to the conditions of the Purchase Agreement, and in reliance upon the representations,warranties,covenants and agreements set forth therein,effective as of the Effective Date,Assignor hereby sells,assigns,transfers,sets over and delivers unto Assignee,as lessee, all of Assignor's right,title and interest in and to all of the Assignor's leasehold estate and interest under the Ground Lease,together with all the right,title,interest and estate of Assignor in and to the Property and premises demised by and described in the Ground Lease,and all improvements and appurtenances situated on or used,occupied and enjoyed in connection with the Ground Lease and the land thereby demised,and all other rights of the Assignor under the Ground Lease("Sale"). 2. Representations. Warranties and Covenants. Assignor represents and warrants to Assignee that Assignor is the owner of the leasehold estate under the Ground Lease(the"Leasehold Estate")and other interests being assigned hereby,and that such Leasehold Estate and other interests are free and clear of all liens, charges and encumbrances other than the Ground Lease, the Leases (as defined in the Purchase Agreement)and those items listed in Exhibit B attached hereto and incorporated herein by this reference (the"Permitted Exceptions"),and subject to the Permitted Exceptions,Assignor will warrant and defend title to the Leasehold Estate unto Assignee,its successors and assigns,against any person or entity asserting any adverse claim by.through or under Assignor,but against none other. 3. Assumpliolt. Assignee hereby accepts the assignment of the Ground Lease,and hereby assumes and agrees to perform all of the duties and obligations of Assignor under the Ground Lease,and further agrees to be liable and subject to all conditions and restrictions to which Assignor is subject to under said Ground Lease. 4. Survival. The provisions of this Agreement shall survive the Closing. 5. Further Assurances. Assignor and Assignee hereby agree and covenant that they will,at any time and from time to time after the date hereof,upon the reasonable request of the other party hereto,execute and deliver such further instruments or documents of assignment, conveyance and transfer as may be reasonably necessary to implement and effect the assignment and assumption of the Ground Lease contemplated by this Agreement and the Purchase Agreement. Exhibit B-Page 2 760712907 4 Page 555 of 2002 6. City's Required Consents. (a) Rejection of Rittht of First Offer. On_ , the Mayor and City Commission adopted City Resolution No. ,attached hereto and made a part hereof as Exhibit C,whereby the Mayor and City Commission authorized the City Manager to decline, in writing. the Right of First Offer Transaction,as required pursuant to Section 36.2 of the Ground Lease,and as further evidenced by the City Manager's letter,attached hereto and made a part hereof as Exhibit D. (b) Consent to Sale to Assignee. Additionally, on . pursuant to Resolution No. , the Mayor and City Commission also approved the Sale, subject to and conditioned upon the City's successful completion of its evaluation of Assignee, in accordance with Article 10 of the Ground Lease(the"City's Due Diligence");and payment to the City of its reasonable costs incurred in connection with the Sale including,without limitation,reimbursement of the City's Due Diligence costs. The City's consent to the Sale shall not be deemed a consent to any subsequent assignment or subletting,nor shall it be deemed or construed to be a waiver of any of the restrictions or limitations on assignment and subletting set forth in the Ground Lease 7. Miscellaneous. (a) This Agreement may not be amended or modified other than by an instrument in writing signed by Assignor and Assignee and only if consented to by Owner. (b) This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns,and nothing herein,expressed or implied.shall give or be construed to give any person or entity,other than the parties hereto and such successors and assigns,any legal or equitable rights hereunder. (c) This Agreement shall be governed by,and construed in accordance with,the laws of the State of Florida without giving effect to the choice of law principles thereof, including all matters of construction,validity and performance. (d) For the convenience of the parties hereto, this Agreement may be executed in any number of counterparts, each such counterpart being deemed an original, and all such counterparts shall together constitute the same agreement. IRFMAINDFR OF THIS PAGF IS INTFYTIONAI I.Y I.FFT RI ANKH Exhibit B-Page 3 7e0532907 4 Page 556 of 2002 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective as of the date first above written. Signed,sealed and delivered ASSIGNEE. in the presence of: Name[Print]: Name[Print] STATE OF )ss: COUNTY OF The foregoing instrument was acknowledged before me this day of , 2024 by ,as of . He/Shc is personally known to mc or has produced as identification. Print Name: [NOTARIAL SEAL] Notary Public,State of My commission expires: Serial No.,if any: [Assignment and Assumption of Ground Lease] Exhibit B-Page 4 760532907 4 Page 557 of 2002 Signed,sealed and delivered ASSIGNOR: in the presence of: CLPF—LINCOLN, LLC, a Delaware limited liability company Name[Print]: By: Name: Name[Print]: Title: STATE OF ) )ss: COUNTY OF The foregoing instrument was acknowledged before me this day of , 2024, by , as of CLPF — Lincoln, LLC, a Delaware limited liability company,on behalf of such limited liability company. He/'She is personally known to me or has produced as identification. Print Name: [NOTARIAL SEAL] Notary Public,State of My commission expires: Serial No.,if any: [Assignment and Assumption of Ground Lease] Exhibit B-Page 5 760532907 4 Page 558 of 2002 Exhibit A to Assignment and Assumption of Ground Lease Legal Description of the Property Exhibit B -Page 6 760332407 4 Page 559 of 2002 Exhibit B to Assignment and Assumption of Ground Lease Permitted Exceptions Exhibit B-Page 7 760512407 4 Page 560 of 2002 Exhibit C to Assignment and Assumption of Ground Lease City Resolution No. [See anached) Exhibit B-Page 8 76033.9074 Page 561 of 2002 Exhibit D to Assignment and Assumption of Ground Lease City Manager's Letter Declining the Right of First Offer under the Ground Lease (See attached] Exhibit B-Page 9 7605)2907 4 Page 562 of 2002 Exhibit D to Assignment and Assumption of Ground Lease City Manager's Letter Declining the Right of First Offer [See attached] 761919664.6 M I AM I B E AC H City of Miami Beach,1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov Alina T.Hudak,City Manager Tel:305-673-7010,Fax:305-673-7782 April 8, 2024 Via Overnight Mail Ms.Katie Vaz,Managing Director CLPF—Lincoln,LLC do Clarion Partners, LLC 230 Park Avenue, 12th Floor New York, NY 10169 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 as assigned to CLPF - Lincoln, LLC, a Delaware limited liability company ("Tenant") (collectively, the "Ground Lease"); Rejection of Right of First Offer Transaction("ROFO")pursuant to Section 36.2 of the Ground Lease. Dear Ms.Vaz: This letter shall serve to inform you that the City of Miami Beach (the"City"), as Owner/Landlord has elected not to consummate a Right of First Offer Transaction under Section 36.2 of the Ground Lease, thereby allowing the Tenant to consummate any Sale of the Project(as defined in the Ground Lease) for a price equal to or greater than $62,500,000.00, as disclosed in Tenant's notice of December 26, 2023, subject to and conditioned upon the provisions set forth in Articles 10 and 36 of the Ground Lease, including execution of an Assignment and Assumption document in the form to be approved by the City Attorney's Office in accordance with Section 10.6(b)of the Ground Lease. Letter to CLPF-Lincoln, LLC April 8, 2024 Page 2 Sincerely, f)iikatit) Rickelle Williams Interim City Manager CC: Via E-mail—dsaye(a mayerbrown.com David B. H. Saye, Esq. MAYER BROWN LLP 214 North Tryon Street, Suite 3800 Charlotte, NC 28202 Via E-Mail Elizabeth Miro, Acting Director, Facilities and Fleet Management Department Eric Carpenter, Deputy City Manager Ricardo Dopico, City Attorney APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION e City AttomeyJ�'J' 1 • • RESOLUTION NOj 2024-32875 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA,AUTHORIZING THE CITY MANAGER TO DECLINE, IN WRITING, THE RIGHT OF FIRST OFFER TENDERED TO THE CITY BY t CLPF—LINCOLN, LLC(CLPF)WITH REGARD TO THE PROPOSED SALE TO A QUALIFIED BUYER OF CLPF'S LEASEHOLD INTEREST IN THE PROJECT LOCATED AT 1691 MICHIGAN AVENUE (THE PROPERTY) FOR THE TOTAL PURCHASE PRICE OF $62,500,000.00, SUCH RIGHT OF FIRST • OFFER BEING REQUIRED PURSUANT TO SECTION 36.2 OF THE AGREEMENT OF LEASE BETWEEN THE CITY (OWNER) AND CLPF IN RESPECT OF THE PROPERTY. WHEREAS, on January 5, 1998, the City issued RFP No. 20-97/98, seeking proposals for the development of Public-Private Parking Facilities. On July 7, 1999, the Mayor and City Commission adopted Resolution No. 99-23236, approving the Agreement of Lease and the Development Agreement between the City and Lincoln Plaza Partners, LLC, for the development of a mixed-use project, located at Michigan and Jefferson Avenue, between Lincoln Lane and 17th Street(the"Land"); and WHEREAS, an Agreement•of Lease dated September 1,.1999 was executed between the City, as Owner/Ground Lessor, and Lincoln Plaza Partners LLC, a Florida limited liability company, as Tenant/Ground Lessee (the „Ground Lease"), under which Ground Lease Tenant agreed to develop a commercial project, consisting of an office building, a parking garage, and ground floor retail space(collectively the"Project"),which Project is currently located at 1691 Michigan Avenue, and commonly referred to as"The Lincoln" (the Land and Project will be collectively referred herein to as the"Premises"); and WHEREAS, pursuant to the Ground Lease,Tenant leases the land from the City and Tenant holds ownership and title to the Project, and upon the expiration of the Ground Lease, ownership of, and title to,the Project automatically vests in the City,without the payment of consideration; and WHEREAS, the Ground Lease has an initial term of 50 years, expiring September 30, 2052, plus two automatic renewal options for 20 years each, unless the Tenant is in default or notifies the City within the last twenty-four(24) months of the end of the term in question that it will not exercise its option; and • WHEREAS, on December 20, 2000, the Mayor and City Commission adopted Resolution No. 2000-24220, approving the Sale and Assignment and Assumption of the Ground Lease from Lincoln Plaza Partners, LLC to LNR Jefferson, LLC. On October 5, 2005, LNR Jefferson, LLC changed its name•to The.Lincoln, LLC; and WHEREAS, on or about July 18, 2006, The Lincoln LLC sold the Project and assigned its leasehold interest in the Land to Lincoln Miami Beach Investments, LLC,a Delaware limited liability company; and WHEREAS, on November 17, 2006, Lincoln Miami Beach Investment, LLC changed its name to OIK Lincoln Miami Beach Investment, LLC,and thereafter, on June 17,2009, merged with 1691 Michigan Ave Investment LP, a Delaware limited liability partnership; and WHEREAS, on February 12, 2014, the Mayor and City Commission approved Resolution No. 2014-28486, authorizing the Mayor and City Clerk to execute Amendment No. 1 to the Ground Lease, modifying the Scope of Use under the Ground Lease by reducing the minimum number of parking spaces required for the parking garage facility, from 700 to 645 spaces; increasing the minimum number of parking spaces required to be maintained at all times for use by the general public from 100 to 155 parking spaces; and further increasing the monthly parking spaces for members of the general public from 50 to 75, in connection with the development of a miniature golf project at the sixth floor of the garage with the subtenant, City Middle, LLC; and • WHEREAS, City Middle, LLC never developed the miniature golf project; therefore, Amendment No. 1 was never executed; and WHEREAS, on January 13, 2016, the Mayor and City Commission adopted Resolution No. 2016-29268, declining the Owner's Reciprocal Right of First Refusal and approving the sale of the Project to CLPF-Lincoln, LLC, a Delaware limited liability company ("Tenant"), subject to the Administration's successful completion of its evaluation of the proposed purchaser; and WHEREAS, the Ground Lease was further assigned to Tenant by an Assignment and Assumption of Ground Lease dated April 8, 2016; and WHEREAS, on May 4, 2022, the Mayor and City Commission adopted Resolution No. 2022-32136 declining the Owner's Reciprocal Right of First Refusal in connection with a proposed sale to 1691 Property Owner, L.O., a Delaware limited partnership that was to be owned by a fund managed by Starwood Capital Group ("Starwood Affiliate"), and rescinding Resolution No. 2014- 28486 which had authorized the execution of Amendment No. 1; and WHEREAS, on July 20, 2022, the Mayor and City Commission adopted Resolution No. 2022-32217 authorizing a new Amendment No. 1 ("New Amendment No. 1") that included the modification of certain terms requested by Starwood Affiliate as well as revisions favorable to the City; and WHEREAS, the New Amendment No. 1 was executed by the Parties on July 22, 2022, but became null and void and of no further force or effect on December 31, 2022 because the contemplated sale by Tenant to Starwood Affiliate was not consummated; and WHEREAS, on December 28, 2023, the Tenant provided notice to the City("Offer Notice") of its desire to sell its leasehold interest in the Premises to a third party and offering the City, as required by Section 36.2(a) of the Ground Lease, the right to purchase the Tenant's leasehold interest for the sum of$62,500,00.00 and upon other terms specified in the notice(the"Right of First Offer Transaction")(a copy of the Offer Notice is attached to the Memorandum accompanying this Resolution as Exhibit A); and WHEREAS,the City has a period of forty-five (45)days to elect to consummate or reject the Right of First Offer Transaction; and WHEREAS, if the City fails to respond within such forty-five(45)day period, the City will be deemed to have rejected the Right of First Offer Transaction, provided, as this matter requires consideration by the City Commission, pursuant to Section 26.2(c)(iii) of the Ground Lease, the period for responding is extended to the date that is fifteen (15) days after the first regular meeting • of the City Commission that is no earlier than ten (10) days following receipt of the request that requires consideration, so the City has until February 15, 2024 to respond to the Offer Notice; and • • WHEREAS, pursuant to Section 36.2(b) of the Ground Lease, if the City rejects (or is • deemed to have rejected by failing to respond to the Offer Notice within the designated period)the Right of First Offer Transaction, Tenant may consummate the proposed transaction with any other permitted buyer, on terms and conditions that are no less favorable to'Tenant than those included • in the Offer Notice,within one hundred eighty(180)days following the earlier to occur of(i) February 15, 2024 or(ii) receipt by Tenant of a notice by the City declining to consummate the Right of First Offer Transaction; and WHEREAS,the Offer Notice contained the following terms: Owner of Ground Lease: City of Miami Beach Seller: CLPF- Lincoln, LLC, a Delaware limited liability company Purchase Price: $62,500,000.00 • Buyer: Black Lion Investment Group, Inc., a California corporation ("Black Lion); and . WHEREAS, the City's capital budget for the 2024 fiscal year is already fully committed to projects that are priorities for the City; and WHEREAS, the current five-year Capital Improvement Plan (CIP) for the City totals approximately$1.1 billion, of which$115.7 million was appropriated in FY 2024 as part of the capital budget adopted by the City Commission on September 27,2023, resulting in a$1.0 billion unfunded CIP for FY 2025—FY 2028; and WHEREAS, in view of the as yet substantial amount remaining unfunded for CIP projects in the pipeline (FY 2025 — FY 2028), and because there are other important projects that have been deferred due to lack of funding, the City Manager recommends that the City decline the Right of First Offer Transaction; and WHEREAS, concurrently with the Offer Notice, on December 28, 2024, Tenant provided a second,written notice to the City ("Notice of Sale") requesting the City's approval of Black Lion Investment Group, Inc. ("Black Lion") as a buyer of the Lincoln (a copy of the Notice of Sale is attached to the Memorandum accompanying this Resolution as Exhibit B); and • WHEREAS, the City has sixty(60)days from receipt of the Notice of Sale to consent to the sale; and • WHEREAS,the City Administration has commenced conducting its due diligence,at the sole expense of Black Lion,to determine whether or not Black Lion qualifies as a"Permitted Buyer"under Section 10.3 of the Ground Lease; and WHEREAS, if Black Lion satisfies the criteria to be a Permitted Buyer, the City will consent to the sale transaction subject to execution by Tenant and Black Lion of appropriate documentation; and • WHEREAS, based upon the foregoing, the City Manager recommends that the Mayor and City Commission authorize the City.Manager to decline the Right of First Offer Transaction in relation to the contemplated sale.of the Tenant's leasehold interest in The Lincoln for the total purchase price of$62,500,000. NOW THEREFORE', BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission authorize the City . Manager to decline, in writing, the Right of First Offer tendered by Tenant to the City by CLPF— Lincoln, LLC (CLPF) with regard to the proposed sale to a qualified buyer of CLPF's leasehold interest in the project located.at 1691 Michigan Avenue(the Property)for the total purchase price of $62,500,000.00,such right of first offer being required pursuant to Section 36.2 of the Ground Lease between the City and CLPF in respect of the Property. PASSED AND ADOPTED this day of J604r/ 2024. • teven Meiner, Mayor ATTEST: • • ' • FEB .0 6 2024 • APPROVED AS.TO • Rafael . Granado, City Clerk FORM&IANGUAGE • &FOR-EXECUTION ............ 1) ' • ' NC IRATE w s • .CityAttorney „lag • Demote IIN„NN Resolutions-C7 E MIAMI BEACH COMMISSION MEMORANDUM TO:. Honorable Mayor and Members of the City Commission FROM: Alina T. Hudak, City Manager DATE: January 31,2024 SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO DECLINE, IN WRITING, THE RIGHT OF FIRST OFFER TENDERED TO THE CITY BY CLPF — LINCOLN, LLC ,(CLPF) WITH REGARD TO THE PROPOSED SALE TO A QUALIFIED BUYER OF CLPF'S LEASEHOLD INTEREST IN THE PROJECT LOCATED AT 1691 MICHIGAN AVENUE (THE PROPERTY) FOR THE TOTAL PURCHASE PRICE OF $62,500,000.00, SUCH RIGHT OF FIRST OFFER BEING REQUIRED PURSUANT TO SECTION 36.2 OF THE AGREEMENT OF LEASE BETWEEN THE CITY (OWNER)AND CLPF IN RESPECT OF THE PROPERTY. BACKGROUND/HISTORY On January 5, 1998,the City issued RFP No.20-97/98, seeking proposals for the development of Public-Private Parking Facilities. On July 7, 1999, the Mayor and City Commission adopted Resolution No.99-23236, approving the Agreement of Lease and the Development Agreement between the City and Lincoln Plaza Partners, LLC,for the development of a mixed-use project, located at Michigan and Jefferson Avenue, between Lincoln Lane and 17th Street(the"Land"). An Agreement of Lease dated September 1, 1999 was executed between the City, as Owner/Ground Lessor, and Lincoln Plaza Partners LLC, a Florida limited liability company, as Tenant/Ground Lessee (the "Ground Lease"), under which Ground Lease Tenant agreed to develop a commercial project,consisting of an office building,a parking garage,and ground floor retail space (collectively the "Project"), which Project is currently located at 1691 Michigan Avenue, and commonly referred to as "The Lincoln" (the Land and Project will be collectively referred herein to as the "Premises"). Pursuant to the Ground Lease, Tenant leases the land from the City and Tenant holds ownership and title to the Project, and upon the expiration of the Ground Lease, ownership of, and title to, the Project automatically vests in the City, without the payment of consideration. The Ground Lease has an initial term of 50 years, expiring September 30, 2052, plus two automatic renewal options for 20 years each, unless the Tenant is in default or notifies the City within the last twenty-four(24)months of the end of the term in question that it will not exercise its option. On December 20,2000,the Mayor and City Commission adopted Resolution No.2000-24220, approving the Sale and Assignment and Assumption of the Ground Lease from Lincoln Plaza Partners, LLC to LNR Jefferson, LLC. On October 5, 2005, LNR Jefferson, LLC changed its Page 538 of 2002 name to The Lincoln, LLC. On or about July 18, 2006, The Lincoln LLC sold the Project and assigned its leasehold interest in the Land to Lincoln Miami Beach Investments, LLC, a Delaware limited liability company. On November 17, 2006, Lincoln Miami Beach Investment, LLC changed its name to 01K Lincoln Miami. Beach Investment, LLC, and thereafter, on June 17, 2009, merged with 1691 ' . Michigan Ave Investment LP,a Delaware limited liability partnership: On February 12, 2014,the Mayor and City Commission approved Resolution No. 2014-28486, authorizing the Mayor and City Clerk to execute Amendment No. 1 to the Ground Lease, modifying the Scope of Use under the Ground Lease by reducing' the minimum number of parking spaces required for the parking garage facility, from 700 to 645 spaces; increasing the minimum number of parking spaces required to be maintained at all'times for use by the general public from 100 to 155 parking spaces; and further increasing the monthly parking spaces for members of the general public from 50 to 75, in connection with the development of a miniature golf project at the sixth floor of the garage with the subtenant, City Middle, LLC. City Middle, LLC never developed the miniature golf project; therefore, Amendment No. 1 was never executed. On January 13, 2016, the Mayor and City Commission adopted Resolution No. 2016-29268, declining the Owner's Reciprocal Right of First Refusal and approving the sale of the Project to CLPF-Lincoln, LLC, a Delaware limited liability company ("Tenant), subject to the Administration's successful completion of its evaluation of the proposed purchaser. The Ground Lease was further assigned to Tenant by an Assignment and Assumption of Ground Lease • dated April 8,2016. On May 4, 2022, the Mayor and City Commission. adopted Resolution' No. 2022-32136 declining the Owner's Reciprocal Right of First Refusal in connection with a proposed sale to 1691 Property Owner, L.O., a. Delaware limited' partnership that was to be owned by a.fund managed by StarWood Capital Group ("Starwood Affiliate"), and rescinding Resolution No. 2014-28486 which had authorized the execution of Amendment No. 1. On July 20, 2022, the Mayor and City Commission adopted Resolution No. 2022-32217 authorizing a new Amendment No. 1 ("New Amendment No. 1")that included the modification of certain terms requested by Starwood Affiliate as well as revisions favorable to the City.. The NewAmendment No. 1 was executed by the Parties on July 22, 2022, but became null and . void and of no further force or effect on December 31,2022 because the contemplated sale by Tenant to Starwood Affiliate was not consummated. ANALYSIS On December 28, 2023, the Tenant provided notice to the City("Offer Notice")of its desire to sell its leasehold interest in the Premises to a third party and offering the City, as required by Section 36.2(a) of the Ground Lease, the right to purchase the Tenant's leasehold interest for the sum of$62,500,00.00 and upon other terms specified in the notice (the"Right of First Offer Transaction"). A copy of the Offer Notice is attached hereto as Exhibit A. The City has a period of forty-five (45) days to elect to consummate or reject the Right of First Offer Transaction. If the City fails to respond within such forty-five (45) day period, the'City will be deemed to have rejected the Right of First Offer Transaction[1]. Pursuant to Section 36.2(b) of the Ground Lease, if the City rejects (or is deemed to have rejected by failing to respond to the Offer Notice within the designated period)the Right of First Offer Transaction, Tenant may consummate the proposed transaction with any other permitted buyer, on terms and conditions that are no less favorable to Tenant than those included in the Offer Notice, within one hundred eighty (180) days following the earlier to occur of (i) the Page 539 of 2002 expiration of forty-five (45)days following the City's receipt of the Offer Notice, or(ii) receipt by Tenant of a notice by the City declining to consummate the Right of First Offer Transaction The Offer Notice contained the following information: Owner of Ground Lease: City of Miami Beach Seller. CLPF-Lincoln, LLC,a Delaware limited liability company Purchase Price: $62,500,000.00 Buyer: Black Lion Investment Group, Inc.,a California corporation("Black Lion), The City's capital budget for the 2024 fiscal year is already fully committed to projects that are priorities for the City. The current five-year Capital Improvement Plan (CIP)for the City totals approximately $1.1 billion, of which $115.7 million was appropriated in FY 2024 as part of the capital budget adopted by the City Commission on September 27, 2023, resulting in a $1.0 billion unfunded CIP for FY 2025— FY 2028. Since there are other important projects that have been deferred due to lack of funding, the City Manager recommends that the City decline the Right of First Offer Transaction. Concurrently with the Offer Notice, on December 28, 2024, Tenant provided a second written notice to the City ("Notice of Sale") requesting the City's approval of Black Lion Investment Group, Inc. ("Black Lion") as a buyer of the Lincoln. A copy of the Notice of Sale is attached hereto as Exhibit B. The City has sixty(60)days from receipt of the Notice of Sale to consent to the sale. The City Administration has commenced conducting its due diligence, at the sole expense of Black Lion, to determine whether or not Black Lion qualifies as a"Permitted Buyer" under Section 10.3 of the Ground Lease. If Black Lion satisfies the criteria to be a Permitted Buyer, the City will consent to the sale transaction subject to execution by Tenant and Black Lion of appropriate documentation. [1] Pursuant to Section 26.2(c)(iii) of the Ground Lease, for matters requiring consideration by the City Commission approval, time periods that trigger deemed automatic approvals are extended to the date that is fifteen (15) days after the first regular meeting of the City Commission that is no earlier than ten (10) days following receipt of the request that requires consideration. In this case, as the item is being presented for consideration at the January 31, 2024 City Commission meeting. the City has until February 15, 2024 to respond to the Offer Notice. SUPPORTING SURVEY DATA n/a FINANCIAL INFORMATION n/a CONCLUSION Based upon the foregoing,the City Manager recommends that the Mayor and City Commission adopt the Resolution authorizing the City Manager to decline, in writing, the Right of First Offer tendered by Tenant to the City in relation to the contemplated sale of Tenant's leasehold interest in The Lincoln for the total purchase price of$62,500,000.00 to Black Lion. Applicable Area South Beach Page 540 of 2002 Is this a"Residents Right Does this item utilize G.O. to Know" item,pursuant to Bond Funds? City Code Section 2-14? No No Legislative Trackino Facilities and Fleet Management ATTACHMENTS: Description D Exhibit A Page 541 of 2002 Exhibit A FAILURE TO RESPOND TO THIS REQUEST WITHIN THE TIME PERIOD PROVIDED IN THE LEASE AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND CLPF— LINCOLN, LLC SHALL CONSTITUTE AUTOMATIC APPROVAL OF THE MATTERS DESCRIBED HEREIN WITH RESPECT TO SECTION 10.3, 10.5 AND 10.6 OF SUCH LEASE AGREEMENT. December 26, 2023 VIA UPS OVERNIGHT City of Miami Beach City of Miami Beach City Manager City Attorney 1700 Convention Center Drive 1700 Convention Center Drive Miami Beach,Florida 33139 Miami Beach,Florida 33139 Bloom&Minsker 1401 Brickell Avenue, Suite 700 Miami,Florida 33131 Attention: Joel N.Minsker,P.A. Re: Lease Agreement (as previously assigned, the "Lease") between CITY OF MIAMI BEACH, FLORIDA, a municipal corporation duly organized and existing under the laws of the State of Florida ("Landlord"), and CLPF — LINCOLN, LLC, a Delaware limited liability company (successor in interest to 1691 Michigan Ave Investment LP)("Tenant"),dated September 1, 1999, with respect to the property located at 1691 Michigan Avenue, Miami Beach, Florida (the "Premises");capitalized terms used but not otherwise defined herein have the meanings given such terms in the Lease. For reference a copy of the Offer Notice is attached hereto as Exhibit A. Dear Sir or Madam: If Landlord declines to accept that certain Offer Notice sent by Tenant on December 26, 2023 pursuant to Section 36.2(a)of the Lease, then Tenant hereby requests Landlord's consent to a proposed Sale of Tenant's interest in the Lease pursuant to Sections 10.3(c) and 10.5(a) of the Lease. Please note the following information about the potential third-party purchaser of Tenant's interest in the Lease:(i)the name of the proposed purchaser is Black Lion Investment Group, Inc., a California corporation("Black Lion"), or its affiliated designee, and the proposed purchaser's address is 2U1 S. Biscayne Blvd., Suite 1440, Miami, Florida 33131, (ii) the Tenant's name is CLPF —Lincoln, LLC, and Tenant's address is do Clarion Partners, 230 Park Avenue, 12th Floor, New York, New York 10169, and (iii) the contemplated Sale is for one hundred percent(100%)of the leasehold interest under the Lease. The proposed purchaser hereby certifies that it is a Permitted Buyer pursuant to Section 10.3(c)of the Lease. Please note that, per Black Lion, to facilitate Landlord's evaluation of the proposed purchaser, Black Lion intends to disclose to Landlord's independent certified public accounting firm PAAST such records supporting the satisfaction of the net worth requirement of the proposed purchaser and affiliated entities in accordance with procedures established by Landlord, PAAST and the purchaser's independent certified public account Kaufman Rossin,as previously discussed between Landlord and Black Lion. 760532407.4 Page 542 of 2002 Pursuant to Section 10.6(b) of the Lease, attached as Exhibit B hereto please find a proposed form of Assignment and Assumption of Ground Lease (the "Assumption of Lease"). Please confirm the Assumption of Lease is acceptable for the consummation of the Sale to the proposed purchaser. In the event that Landlord consents to the proposed Sale of Tenant's interest in the Lease as described above and approves the Assumption of Lease attached hereto, Tenant kindly requests that Landlord promptly provide a written statement to Tenant of such consent and approval by countersigning in the applicable signature block below. If you have any questions or need additional information,please contact David Saye at(704)444-3526 or dsaye@mayerbrown.com. [Signature Page Attached] 760532907.4 Page 543 of 2002 Sincerely, CLPF LINCOLN, LLC. a Delaware limited liability company By. Clarion Lion Properties Fund Ilokdrng.,. L.P.. a Delaware limited partnership Its. Sok Member By: CLPF-iioldtt►re . LLC, a Delaware limited liability company Its:General Partner By: Clarion Lion Properties Fund Iloldings REIT.LLC. a Delaware limited liability company Its:Sole Member By: Clarion Lion Properties Fund. LP. a Delaware limited partnership Its. Managing Member By. Clarion Partners LPF GP. LLC. a Delaware limited liability company Its: General Partner By. Clarion Partners.LLC. a New York limited liabiltt) company Its. Sok Member By: '/ -- - Na me: Katie Vaz Title: Authorized Signatory 3 760532907.4 Page 544 of 2002 WITH COPIES TO: City of Miami Beach City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 City of Miami Beach City Attorney 1700 Convention Center Drive Miami Beach, Florida 33139 Bloom& Minsker 1401 Brickell Avenue,Suite 700 Miami,Florida 33131 Attn: Joel N. Minsker, P.A. City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Ricardo J. Dopico,Esq., Deputy City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Ms. Rickelle Williams,Assistant City Manager Black Lion Investment Group, Inc. (Via email) 201 S. Biscayne Blvd.,Suite 1440 Miami, Florida 33131 Attn: Marc Shandler,Esq. Email: marc@blacklionig.com 4 760532907,4 Page 545 of 2002 The undersigned hereby certifies to Landlord that it is a Permitted Buyer pursuant to Section 10.3(c) of the Lease. BLACK LION INVESTMENT GROUP,INC.. a California corporation ---DocuSigned by: f obit W4,41011 By: foNicRooc09400 Name: Patrick Khoury Title: COO 5 7605321407,4 Page 546 of 2002 The City of Miami Beach, Florida does hereby consent to the proposed Sale of Tenant's interest in the Lease as described above and approves the form of Assumption of Lease attached hereto. CITY OF MIAMI BEACH,FLORIDA, a municipal corporation of the State of Florida By: Name: Title: 6 760532907.4 Page 547 of 2002 EXHIBIT A Offer Notice [See attached.] 76053'_907.4 Page 548 of 2002 FAILURE TO RESPOND TO THIS REQUEST WITHIN THE TIME PERIOD PROVIDED IN THE LEASE AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND CLPF — LINCOLN, LLC SHALL CONSTITUTE AUTOMATIC APPROVAL OF THE MATTERS DESCRIBED HEREIN WITH RESPECT TO SECTION 36.2 OF SUCH LEASE AGREEMENT. December 26, 2023 VIA UPS OVERNIGHT City of Miami Beach City of Miami Beach City Manager City Attorney 1700 Convention Center Drive 1700 Convention Center Drive Miami Beach, Florida 33139 Miami Beach, Florida 33139 Bloom&Minsker 1401 Brickell Avenue, Suite 700 Miami,Florida 33131 Attention: Joel N. Minsker, P.A. Re: Lease Agreement (as amended and assigned, the "Lease") between CITY OF MIAMI BEACH, FLORIDA, a municipal corporation duly organized and existing under the laws of the State of Florida ("Owner"), and CLPF — LINCOLN, LLC, a Delaware limited liability company (successor in interest to 1691 Michigan Ave Investment LP) ("Tenant"), dated September 1, 1999, with respect to the property located at 1691 Michigan Avenue, Miami Beach,Florida(the"Premises");capitalized terms used but not otherwise defined herein have the meanings given such terms in the Lease. Dear Sir or Madam: Pursuant to Article 36.2(a)of the Lease, Tenant hereby notifies Owner that Tenant desires to sell its leasehold interest in the Premises. This notice constitutes an Offer Notice described in Article 36.2(a)of the Lease. Pursuant to Article 36.2(b)of the Lease, Tenant will not consummate any offer from a third party to purchase the Premises until the earlier to occur of(i) the expiration of 45 days following Owner's receipt of this Offer Notice, or (ii) receipt by Tenant of a notice by Owner declining to consummate the Right of First Offer Transaction. If Owner elects not to consummate the Right of First Offer Transaction, Tenant kindly requests that Owner promptly provide a written statement to Tenant of such intention by countersigning in the applicable signature block below. Pursuant to Section 36.2(a)and Exhibit 36.2(a)of the Lease,the terms of this Offer Notice are as follows: 1. Purchase Price -$62,500,000 760531705.3 Page 549 of 2002 2. Closing Date The closing of the purchase shall take place on a date designated by Tenant, but in any event not less than sixty(60)days nor more than ninety(90)days following the date such Tenant executes a purchase agreement with Owner. 3. Deed; Title — At the closing, Tenant shall convey to Owner(i) all of Tenant's right, title and interest in and to the Premises by special warranty deed and (ii)all of Tenant's right, title and interest in and to the Lease by an assignment of lease. The form of such deed and assignment of lease shall be mutually acceptable to Tenant and Owner but shall not in any event provide for any representations by Tenant other than a representation that Tenant has not theretofore transferred or assigned the items being transferred or conveyed thereby and representations and warranties customarily contained in a special warranty deed. Tenant's Interest in the Premises and the Lease shall be conveyed to Owner subject to all liens encumbrances and other matters then affecting the title thereto and any state of facts a survey may reveal (but in all cases subject to Tenant's obligations under Section 2.2 of the Lease). Tenant shall also execute all other documents customarily used in real estate transactions in Miami-Dade County, Florida. 4. Rent; Prorations — At the closing of the purchase, all Rental and/or Impositions shall be prorated through the date of closing and paid by the party entitled thereto. If Owner declines to be the purchaser of this Right of First Offer Transaction, the expenses will be customarily prorated as in other real estate transactions in Miami-Dade County, Florida, including buyer receiving a credit with respect to Owner's post-closing obligations under existing space leases for tenant inducement costs. 5. Expenses— Each party shall pay its own attorneys' fees. All title charges, recording fees, survey charges and other expenses incurred in connection with the purchase shall be paid by Owner. Tenant shall pay transfer taxes(including documentary stamp taxes and M iami- Dade County surtax)payable in connection with the purchase. If Owner declines to be the purchaser of this Right of First Offer Transaction,then in a sale transaction to a third-party purchaser,(i)Tenant shall pay transfer tax(including documentary stamp taxes and Miami- Dade County surtax),fees and premium for basic title insurance,the recording fees relating to any title clearing documents necessary to consummate the sale,Tenant's attorneys' fees, any fees and expenses required to be paid to Owner for its consent and any brokerage commission due to the broker used in the transaction and 50%of escrow fees and(ii) the third-party purchaser shall pay fees and premiums for extended title insurance coverage and endorsements, survey charges and 50%of escrow fees. If you have any questions or need additional information, feel free to contact David Saye at(704) 444-3526 or dsaye@mayerbrown.corn. [Signature Page Follows.] 2 760531705.3 Page 550 of 2002 Sincerely, CLPF - LINCOLN. LLC. a Delaware Limited liability.company By. Clarion Lion Properties Fund Ifoldinl!..L.P.. a Delaware limited part It.. Sole Member By: CLPF-holdings.LLC. a Delaware limited liability company Its:General Partner By: Clarion Lion Properties Fund Holdings REIT. LLC. a Delaware limited liability•company Its. Sole Member By: Clarion Lion Propertias Fund.LP. a Delaware limited partnership Its: Managing Member By: Clarion Partners LPF(IP.LLC, a Delaware Limited liability company It,: Ge end Partner By: Clarion Partners.LLC. a New York limited liability. company Its: Sole Member By: Name: Katie Vaz Tit le: Authorized S r irnatory 3 760531705.3 Page 551 of 2002 WITH COPIES TO: • City of Miami Beach City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 City of Miami Beach City Attorney 1700 Convention Center Drive Miami Beach,Florida 33139 Bloom& Minsker 1401 Brickell Avenue,Suite 700 Miami,Florida 33131 Attn: Joel N. Minsker, P.A. City of Miami Beach 1700 Convention Center Drive Miami Beach,Florida 33139 Attn: Ricardo J. Dopico, Esq., Deputy City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach,Florida 33139 Attn: Ms. Rickelle Williams, Assistant City Manager Black Lion Investment Group,Inc. (Via email) 201 S. Biscayne Blvd., Suite 1440 Miami, Florida 33131 Attn: Marc Shandler, Esq. Email: marc@blacklionig.com 4 760531705 3 Page 552 of 2002 The City of Miami Beach,Florida does hereby elect NOT to consummate the Right of First Offer Transaction set forth in this Offer Notice. CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida By: Name: Title: 5 760531705.3 Page 553 of 2002 EXHIBIT B FORM OF ASSIGNMENT AND ASSUMPTION OF GROUND LEASE ASSIGNMENT AND ASSUMPTION OF GROUND LEASE RECORDING REQUESTED BY: Mayer Brown LLP 300 South Tryon Street,Suite 1800 Charlotte,North Carolina 28202 Attn: David B. H. Saye,Esq WHEN RECORDED RETURN TO: [Space Above for Recorder] ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (1691 MICHIGAN AVENUE) THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE(this"Agreement") is made and entered into as of , 2024 (the"Effective Date"),by and between CLPF— LINCOLN, LLC,a Delaware limited liability company("Assignor"),whose address is c/o Clarion Partners,LLC,230 Park Avenue, New York, NY 10169 and , a ("Assignee"), whose address is clo . All initial capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement(as hereinafter defined). RECITALS A. Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated as of (as amended, the"Purchase Agreement"),pursuant to which, among other things, Assignor has agreed to sell, assign, transfer, convey and deliver to Assignee, and Assignee has agreed to purchase and accept from Assignor,all right,title and interest of Assignor in that certain Ground Lease(as defined below)with respect to the real property located at 1691 Michigan Avenue,Miami Beach, Florida, as legally described on Exhibit A attached hereto and by this reference made a part hereof(the "Property"). B. Pursuant to the Purchase Agreement, Assignor has agreed to assign to Assignee all of Assignor's right,title and interest in and to all of the Assignor's leasehold estate under that certain 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 I, 1999; as memorialized by that certain Agreement of Lease 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 Exhibit B - Page I 760532907.4 Page 554 of 2002 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 1691 Michigan Ave Investments LP,a Delaware limited partnership("1691 Michigan Ave")(formerly known as Lincoln Miami Beach Investments, LLC, a Delaware limited liability company) in that certain Assignment and Assumption of Ground Lease recorded July 20,2006 in Official Records Book 24738,Page 4073;as further assigned by 1691 Michigan Ave to Assignor in that certain Assignment and Assumption of Ground Lease recorded April 15, 2016 in Official Records Book 30039, Page 4656 (collectively, and as heretofore modified,extended,renewed or replaced,the"Ground Lease"), in each case with respect to the Property, and Assignee has agreed to assume such Ground Lease,as more particularly set forth below. NOW,THEREFORE,in consideration of the mutual covenants and agreements hereinafter set forth and set forth in the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto,intending to be legally bound,subject to the terms and conditions set forth herein and in the Purchase Agreement,hereby agree as follows: 1. Assignment. Upon the terms and subject to the conditions of the Purchase Agreement, and in reliance upon the representations, warranties, covenants and agreements set forth therein, effective as of the Effective Date,Assignor hereby sells,assigns,transfers,sets over and delivers unto Assignee,as lessee, • all of Assignor's right,title and interest in and to all of the Assignor's leasehold estate and interest under the Ground Lease,together with all the right,title,interest and estate of Assignor in and to the Property and premises demiscd by and described in the Ground Lease,and all improvements and appurtenances situated on or used,occupied and enjoyed in connection with the Ground Lease and the land thereby demised,and all other rights of the Assignor under the Ground Lease("Sale"). 2. Representations, Warranties and Covenants. Assignor represents and warrants to Assignee that Assignor is the owner of the leasehold estate under the Ground Lease (the "Leasehold Estate")and other interests being assigned hereby,and that such Leasehold Estate and other interests are free and clear of all liens, charges and encumbrances other than the Ground Lease, the Leases (as defined in the Purchase Agreement)and those items listed in Exhibit B attached hereto and incorporated herein by this reference (the"Permitted Exceptions"), and subject to the Permitted Exceptions, Assignor will warrant and defend title to the Leasehold Estate unto Assignee,its successors and assigns,against any person or entity asserting any adverse claim by,through or under Assignor,but against none other. 3. Assumption. Assignee hereby accepts the assignment of the Ground Lease,and hereby assumes and agrees to perform all of the duties and obligations of Assignor under the Ground Lease, and further agrees to be liable and subject to all conditions and restrictions to which Assignor is subject to under said Ground Lease. 4. Survival. The provisions of this Agreement shall survive the Closing. 5. Further Assurances. Assignor and Assignee hereby agree and covenant that they will,at any time and from time to time after the date hereof, upon the reasonable request of the other party hereto,execute and deliver such further instruments or documents of assignment, conveyance and transfer as may be reasonably necessary to implement and effect the assignment and assumption of the Ground Lease contemplated by this Agreement and the Purchase Agreement. Exhibit B-Page 2 760532407 4 Page 555 of 2002 6. City's Required Consents. (a) Rejection of Right of First Offer. On , the Mayor and City Commission adopted City Resolution No. ,attached hereto and made a part hereof as Exhibit C, whereby the Mayor and City Commission authorized the City Manager to decline, in writing, the Right of First Offer Transaction,as required pursuant to Section 36.2 of the Ground Lease,and as further evidenced by the City Manager's letter,attached hereto and made a part hereof as Exhibit D. (b) Consent to Sale to Assignee. Additionally, on , pursuant to Resolution No. , the Mayor and City Commission also approved the Sale, subject to and conditioned upon the City's successful completion of its evaluation of Assignee, in accordance with Article 10 of the Ground Lease(the"City's Due Diligence"); and payment to the City of its reasonable costs incurred in connection with the Sale including,without limitation,reimbursement of the City's Due Diligence costs. The City's consent to the Sale shall not be deemed a consent to any subsequent assignment or subletting,nor shall it be deemed or construed to be a waiver of any of the restrictions or limitations on assignment and subletting set forth in the Ground Lease. 7. Miscellaneous. (a) This Agreement may not be amended or modified other than by an instrument in writing signed by Assignor and Assignee and only if consented to by Owner. (b) This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein,expressed or implied, shall give or be construed to give any person or entity,other than the parties hereto and such successors and assigns,any legal or equitable rights hereunder. (c) This Agreement shall be governed by, and construed in accordance with,the laws of the State of Florida without giving effect to the choice of law principles thereof, including all matters of construction, validity and performance. (d) For the convenience of the parties hereto, this Agreement may be executed in any number of counterparts, each such counterpart being deemed an original, and all such counterparts shall together constitute the same agreement. [REMAINDER OF THIS PAGF IS INTENTIONAIl.Y LEFT!WANK! Exhibit B-Page 3 760532907.4 Page 556 of 2002 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective as of thc date first above written. Signed,sealed and delivered ASSIGNEE: in the presence of: Name[Print]: Name[Print]: STATE OF )ss: COUNTY OF The foregoing instrument was acknowledged before me this day of , 2024 by , as of . He/She is personally known to mc or has produced as identification. Print Name: [NOTARIAL SEAL] Notary Public,State of My commission expires: Serial No.,if any: [Assignment and Assumption of Ground Lease] Exhibit B -Page 4 7605319074 Page 557 of 2002 • Signed,sealed and delivered ASSIGNOR: in the presence of: CLPF—LINCOLN, LLC, a Delaware limited liability company Name[Print]: By: Name: Name[Print]: Title: STATE OF ) )ss: COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of , 2024, by , as of CLPF — Lincoln, LLC, a Delaware limited liability company,on behalf of such limited liability company. He/She is personally known to me or has produced as identification. Print Name: [NOTARIAL SEAL] Notary Public,State of My commission expires: Serial No.,if any: [Assignment and Assumption of Ground Lease] Exhibit B - Page 5 760532907.4 Page 558 of 2002 Exhibit A to Assignment and Assumption of Ground Lease Legal Description of the Property Exhibit B-Page 6 760532907.4 Page 559 of 2002 Exhibit B to Assignment and Assumption of Ground Lease Permitted Exceptions • Exhibit B -Page 7 760532907.4 Page 560 of 2002 Exhibit C to Assignment and Assumption of Ground Lease City Resolution No. [See attached] Exhibit B -Page 8 7605329074 Page 561 of 2002 Exhibit D to Assignment and Assumption of Ground Lease City Manager's Letter Declining the Right of First Offer under the Ground Lease [See attached] • Exhibit B -Page 9 760532907.4 Page 562 of 2002