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Home My WebLink AboutComputer Tax Printout - DeedThis instrument Was Prepared By: 1111111111111111111111111111111111111 I1111111 Reno Prop Iden 01-0 01-0 Francisco 7. Menendez, Esq. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler St., Suite 2200 Miami, Florida 33130 d and Return To: Laura R. Gangemi, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 rty Appraiser ification Nos. 06-000-2010 06-000-2020 Grantee's Tax Identification No. CFN 20i_3 K0 J.1.2 629 OR Sk 23054 Pss 0E.7S - 979; (less) RECORDED 02/03/2005 12=52 3S DEED DOC TAX 156,000.00 SURTAX 31.71,000.00 HAVEY RUVI1P CLERK OF COURT MIAMI-DADE COUNTY: FLORIDA SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED made this First (15t) day of February, 2005 between Freedom Tower General Partnership, a Florida general partnership (the "Grantor"), whose mailing address is 800 Douglas Road, Penthouse, Coral Gables, Florida 33134 and 600 Biscayne, LLC, a Florida limited liability company (the "Grantee"), whose mailing address is 1200 Brickell Avenue, Suite 1840, Miami, Florida 33131, Attn: David Martin. W ITNESSET H: That Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, to it in hand paid by Grantee, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee the real property (the "Property") located in Miami --Dade County, Florida, and more particularly described as follows: Lot 7, less the West 17.5 feet thereof, and all of Lots 8 through 14, inclusive, of Block 60N, of SUBDIVISION OF SOUTH HALF OF BLOCKS 59N AND 60N, IN THE CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book 1, Page 185, of the Public Records of Miami -Dade County, Florida. SUBJECT TO: 1. All easements, conditions, covenants, restrictions, reservations, limitations and agreements of record, provided that this instrument shall not reimpose same; 2. Real subsequent years; estate taxes for the year 2005 and all 3. Existing applicable governmental building and zoning ordinances and other governmental regulations; and 4. That certain Ground Lease by and between Grantor, as Lessee and Grantee, as Lessor, with respect to approximately 7,891 square feet of space on the 3rd floor of the building. TOGETHER with all the tenements, hereditaments and appurtenances belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD the same in fee simple forever. 1 OR P,K 23054- PG Ct , 79 LAST P= A E • i f Witness Signature AND GRANTOR hereby covenants with Grantee that Grantor is lawfully seized of the Property in fee simple; that Grantor has good right and lawful authority to sell and convey the Property; and that Grantor does hereby fully warrant the title to the Property and will defend the same against the lawful claims of all persons claiming by, through or under Grantor, but against none other. IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed by its duly authorized representative on the day and year first above written. FREEDOM TOWER GENERAL PARTNESRHIP, a Florida general partnership, acting by and through its managing partner, to -wit: . D [ Print Name Witryes$ Signature Pri.r(t Name FREEDOM T INC. By: ACKNOWLEDGMENT TNER I, President STATE OF FLORIDA SS: COUNTY OF MIAMI-DADE) The foregoing instrument was acknowledged before me this ' day of February, 2005 by Jorge Mas, as President of Freedom Tower Partner I, Inc., a Florida corporation and managing partner of Freedom Tower General Partnership, a Florida general partnership, on behalf of the corporation and as an act of the general partnership. He, is personally known to me or presented a Florida driver's license as identification and did not take an oath. My Commission Expires: 114'!4c..r.' tom.)C; � �� t ,( +::r---- Notary Public, State of Florida Print Name: i 3 }rr cc: Commission No. G:\a-fm\36,1010051Speciai Warranty Deed €Seller)-v1.doc -2- MONICA M. AVEiLO V't COMMIS$:ON 1' DD 105666 of EXI 5S: Augusl 3, 2006 FnMW TwNdaeyP 'e Utdawten 111111111111111111111111111111111111111111111 • • • THIS INSTRUMENT WAS PREPARED BY: DANIEL M. MACKLER, ESQ. GUNSTER, YOAKLEY & STEWART, PA 5O0 EAST BROWARD BOULEVARD, SUITE 1400 FORT LAUDERDALE, FLORIDA 33394 Folio No.: 01-0100-000-0550 SPECIAL WARRANTY DEED AND GRANT OF EASEMENT CFN 2Oct5RO269O4O OR Bk 23182 Pss 0225 - 24FF (25uss) RECORDED 03/18/2005 12:55:25 DEED DOC TAX 18,600.00 SURTAX 131950.00 HARVEY RUVINt CLERK. OF COURT MMIAMI-DADE COUNTY? FLORIDA THIS INDENTURE, made this / day of March, 2005, between FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company, whose address is One Malaga Street, St. Augustine, Florida 32084 ("Grantor") and 600 BISCAYNE, LLC, a Florida limited liability company, whose address is 1200 Brickell Ave., Suite 1800, Miami, Florida 33131, Attn: Pedro Martin and David Martin ("Grantee"): WITNESSETH THAT: Grantor, for and in consideration of the sum of Ten and No/100 U.S. Dollars ($10.00), lawful money of the United States of America, to it in hand paid by the Grantee, at or before the ensealing and delivery of these presents, the receipt of which is hereby acknowledged, has granted, bargained, sold, alienated, remised, released, conveyed and confirmed and by these presents does grant, bargain, sell, alien, remise, release, convey and confirm unto the Grantee and its/his/her heirs or successors and assignees forever, the following parcel of land, situate, lying and being in the County of Miami -Dade ("County"), State of Florida, and more particularly described as follows: SEE EXHIBIT A AT1"ACHED HERETO AND MADE A PART HEREOF (the "Air Rights Parcel"). SUBJECT, HOWEVER, TO THE FOLLOWING: 1. Real property taxes, assessments and special district levies, for the year in which the Closing occurs and for subsequent years. 2. Zoning and other regulatory laws and ordinances affecting the Air Rights Parcel, provided none of the foregoing shall interfere with the proposed usage by Grantee of the Air Rights Parcel. N.B. In connection with the conveyance made by this Special Warranty Deed, a Grant of Easement is being entered into between Grantor and Grantee, which is attached hereto as Exhibit B, and which benefits and burdens certain real property more particularly described therein. Fri.. 270852.I6 1 • • • 3. Easements, reservations, restrictions, rights of way, and other matters of record, if any, without thereby reimposing the same. TOGETHER with and subject to the benefits and burdens of that certain easement that is attached hereto as EXHIBIT B. TOGETHER with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in any way appertaining. TO HAVE AND TO HOLD the same in fee simple forever. AND the Grantor hereby covenants with said Grantee that it is lawfully seized of the Air Rights Parcel hereby conveyed in fee simple; that it has good right and lawful authority to sell and convey said Air Rights Parcel; that it hereby specially warrants the title to said Air Rights Parcel and will defend the same against the lawful claims of any persons claiming by, through or under the said Grantor. FTL 270852J6 [TEXT AND SIGNATURES FOLLOW/ 2 • • • IN WITNESS WHEREOF, Grantor has caused these presents to be signed in its name by its proper officers, and its corporate seal to be affixed, the day and year first above written. FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability eompauy STATE OF FLORIDA ) ) ss.: COUNTY OF sr. Jo +ems ) The foregoing Special Warranty Deed was acknowledged before me this %S day of Y1fw„G , 20oC" , by R_ L e,r'T F. i(10.-c ; n) , as Y.y3,vt VVzt �t,.du tof FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company, on behalf of the company, who (✓) is personally known to me, or ( ) produced as identification. ETL 270852.12 Signaof Na Public fl.a,e CYYJ e 1 Libe. Printed Naine of Notary Public MARY C. MUELLER Notary Public, Stets of Florida My Coral. oxpito April 30, 2006 Comm, No. DO 100743 3 • • • EXHIBIT A - Sheet 1 AIR RIGHTS PARCEL LEGAL DESCRIPTION: A portion of Block 60 North, of CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book " B" at Page 41, of the Public Records of Miami Dade County and being more particularly described as follows: Begin at the Northeast comer of Lot 14, in Block 60N, of SUBDIVISION OF SOUTH HALF OF BLOCKS 59N AND 60N, IN THE CITY OF MIAMI, FLORIDA, according to the plat thereof, recorded in PLat Book 1 at Page 185, of said Public records; Thence N89°59`30"W along the north line of lots 7 thru 14 of said Plat Book 1 at Page 185 also being along the Southerly Right -of -Way line of the Florida East Coast Railway for 300.44 feet to a point on the Easterly Right of Way line of N.E. 2nd Avenue said point also being 17.50 feet East of the Northwest comer of said Lot 7; Thence N00°01'54"E along said Easterly Right -of -Way line for 37.50 feet; Thence N89°59'30"W for 7.50 feet to a point on said Easterly Right of Way line of N.E. 2nd Avenue said point also being 10.00 feet East of the West line of said Block 60 North, of CITY OF MIAMI, per Plat Book "B" at Page 41; Thence N00°01'54"E along said Easterly Right -of -Way line for 37.50 feet; The following three (3) courses being along the Northerly Right -of -Way line of said Florida East Coast Railway; (I) Thence S89°59'30"E for 140.10 feet; (2) Thence N00°01 `43 "E along the East line of Lot 4 of said Block 60 North, of CITY OF MIAMI for 5.00 feet; (3) Thence S89°59'30"E for 144.49 feet to a point on the westerly Right -of - Way line of Biscayne Boulevard (State Road #5 / Federal Highway #1); Thence S 16°14'10"E along said westerly Right -of -Way line of Biscayne Boulevard also being the East line of said Block 60 North, of CITY OF MIAMI for 83.33 feet of the Point of Beginning. The above described perimetrical boundaries lying within the elevation of+49.50 feet and above relative to the National Geodetic Vertical Datum of 1929. Fri. 276966.1 EXHIBIT A - Sheet 2 (Sketch of EXHIBIT A - Sheet 1) J 1 3 OltiO1111C eaw LT LOCATION SKETCH LYPC IM SWOON L 1ONxuw I. BOVON. RAMC aEISf CITY OF MOW.., MBEw..�. FlrnOA BLOCK 4€1 N (PUBLIC RIGHT{ •WAY) N.E. ,7TH 1& BOUNDARY LIES WOO N ELL-YAM/IN 419,50 AHD ABOVE NATIONAL GEODETIC VERTICAL DATUM OF 1921 1 I 1 NOT A PART T1 STOW OOLONG i 1 I Rian«Ee .i 1 + I MAL 0E9W.h8 eg `wlr - N21N 3.1311 1013' likl iY F•,�11 11�.•` 1 I 1 I Ili. I ` 5IX a/I 1 K.111 alo >UJ ja ogt O coo LL b.M MMB • i • • • • EXHIBIT B THIS INSTRUMENT WAS PREPARED BY: DANIEL M. MACKLER, ESQ. GUNSTER, YOAKLEY & STEWART, PA 500 EAST BROWARD BOULEVARD, SUITE 1400 FORT LAUDERDALE, FLORIDA 33394 GRANT OF EASEMENT THIS GRANT OF EASEMENT (this "Easement") is made as of this /SIC day of March, 2005, between FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company, whose address is One Malaga Street, St. Augustine, Florida 32084 ("Grantor") and 600 BISCAYNE, LLC, a Florida limited liability company, whose address is 1200 Brickell Ave., Suite 1800, Miami, Florida 33131, Attn: Pedro Martin and David Martin ("Grantee"): RECITALS A. Simultaneously with the execution hereof, Grantor is conveying the Air Rights Parcel to Grantee pursuant to the Deed. B. Grantor owns the land described on SCHEDULE 1 attached hereto ("Grantor's Land"). C. Grantee owns the land described on SCHEDULE 2 attached hereto (which includes the Air Rights Parcel) ("Grantee's Land"). D. Grantor desires to grant to Grantee and Grantee desires to accept an easement over Grantor's Land, all subject to and on terms and conditions as more specifically set forth therein. NOW, THEREFORE, as part and in consideration of the conveyance of the Air Rights Parcel in the Deed to which this easement is attached, Grantor hereby grants to Grantee, the following easements over and across Grantor's Land (collectively, the "Easement"): 1) A perpetual, non-exclusive easement of lateral and vertical ground support only for: improvements on that portion of Grantor's Land bounded and described as follows (all of which shall be subject to the terms and conditions of this Easement): Fii.270852.16 5 • • (a) underground improvements on that portion of Grantor's Land bounded and described on SCHEDULE 3 attached hereto (the "North Foundation Encroachment Easement"), it being agreed by Grantee that the underground improvements will be no higher than plus two and one-half (+2 /) feet relative to the National Geodetic Vertical Datum of 1929, but in no event higher than six (6) feet below existing grade level of the Grantor's Land; and (b) underground and aboveground improvements on that portion of Grantor's Land bounded and described on SCHEDULE 4 attached hereto (the "South Foundation Encroachment Easement"), it being agreed by Grantor and Grantee that the aboveground improvements that may be constructed within the South Foundation Encroachment Easement by Grantee may extend to the lower boundary of the Air Rights Parcel (the North Foundation Encroachment Easement and South Foundation Encroachment Easement are herein collectively called the "Foundation Encroachment Easement"). 2) A perpetual, non-exclusive easement for ingress and egress over, upon and across Grantor's Land to maintain, repair, replace and/or construct any improvements constructed by Grantee or its assigns in the Air Rights Parcel or the Foundation Encroachment Easement, all subject to the other terms and conditions of this Easement ("Access Easement"). 3) This Easement is a covenant running with the land, and is conveyed by Grantor and accepted by Grantee, subject to the following terms and conditions, which shall also be covenants running with Grantee's Land, the Foundation Encroachment Easement, the Access Easement (Grantee's Land, the Foundation Encroachment Easement and the Access Easement are collectively referred to as the "Property") and Grantor's Land, each as applicable to the foregoing parties: a) Grantee shall not have or assert, and hereby releases Grantor and, to the fullest extent permitted by applicable law, the Grantor Parties (as defined below) from, any claim or demand whatsoever against Grantor, its employees, agents, invitees, successors or assigns for compensation or otherwise for damage to the Property, including, without limitation, any buildings or improvements now or hereafter erected on the Property or within the Foundation Encroachment Easement, or on, under or over adjoining properties, which may be caused by railroad operations (whether passenger or freight) within the Grantor's Land performed by or on behalf of Grantor even if such damage is caused by the negligence or gross negligence of: (i) Grantor, (ii) the officers, directors, employees, agents, patrons, invitees and licensees of Grantor and other parties acting by, on behalf or through Grantor, (iii) other railroads operating on Grantor's Land and their officers, directors, employees, agents, patrons, invitees, licensees and other parties acting by, on behalf of or through the foregoing (collectively, the "Other Operating Railroads"), and (iv) persons who are in or near Grantor's Land (the parties referenced in clauses (ii), (iii) and (iv) are herein collectively called the "Grantor Parties"); provided, however, this release and covenant not to sue shall not be deemed to include the willful and intentional misconduct of Grantor and the Grantor Parties. Fn. 270a$2.16 6 • • • b) In no event shall the Easement rights herein granted by Grantor to Grantee in any way interfere with or otherwise impede the proper and safe passage of trains and the conduct of other railroad operations on Grantor's Land and the safe exercise, use, operation and enjoyment thereof by Grantor, the Grantor Parties or others, as and to the extent Grantor deems appropriate in Grantor's sole and absolute discretion; provided, however that Grantor acknowledges that Grantee shall not be considered or deemed in violation of this Paragraph 3(b) provided the improvements contemplated by Grantee are constructed and maintained in accordance with their respective plans and specifications and the other provisions of this Easement. c) Grantee contemplates that it will be constructing improvements within the Property (including, within the Foundation Encroachment Easement), which shall include the construction of improvements and structures adjacent to and in the Air Rights Parcel above Grantor's Land, as part of a larger real estate development on the Property. Grantee agrees that the plans for such improvements that are adjacent to Grantor's Land, in the Air Rights Parcel or in the Foundation Encroachment Easement, shall be subject to (i) Grantor's reasonable requirements for work on or adjacent to railroad tracks, clearance requirements, protection of traffic, and insurance and (ii) Grantor's reasonable approval of such improvements but only to the extent that such improvements affect Grantor's operation or maintenance of Grantor's Land or the Facilities (as defined below), which shall be deemed to exclude aesthetic considerations, but shall be deemed to include, without limitation, Grantor's requirements that the improvements will contain adequate lighting and ventilation and proper structural design to accommodate railroad cars over Grantor's Land — it being agreed that if Grantor initially determines that a ventilation system is not required, but thereafter determines that it is, then Grantee shall install the same at Grantee's sole cost and expense. In connection with the foregoing, if Grantor initially determines that a ventilation system is not required, but, after construction of the contemplated improvements on the Property, Grantor reasonably determines that a ventilation system is required, then Grantor agrees that such system will be installed in a reasonable and practical fashion, considering that the improvements have already been constructed. Grantor acknowledges that the mere construction of a building or facility above or adjacent to Grantor's Land will not per se or solely due to its presence affect Grantor's operation or maintenance of Grantor's Land or the Facilities. Grantee shall at all times maintain and keep in good structural condition and repair any structure or improvement Grantor constructs on the Property (including, whether or not required by the Florida Building Code, a ventilation system as approved by Grantor as adequate for the operation of trains and the Facilities (as defined below)) over, under, or abutting Grantor's Land as it affects the safe and efficient railroad operations thereon. In connection with any such work, Grantee shall not foul tracks located on Grantor's Land without prior written approval from Grantor, which approval may be withheld in the exercise of Grantor's sole reasonable discretion; provided, however, that in no event shall Grantee be permitted to foul the tracks in a manner that would interrupt the train traffic over the tracks. Fouling distance shall be considered as ten feet (10') of side clearance from the centerline of FTL 274852.1E 7 the track, or tracks that may be installed, from time to time, in the future, (or the limits of the Grantor's Land, whichever is less) and twenty-three feet, five inches (23'-S") above the top of the rails (or the limits of the Grantor's Land, whichever is less). Grantor shall have no obligation to provide, and shall in no way be responsible for, the costs or maintenance of any lighting, ventilation, vibration, and/or noise absorption or attenuation equipment installed by Grantee and required as a result of Grantor's activities on the Property and Grantee shall be obligated to operate and maintain the same in good condition and repair, at Grantee's sole cost and expense. Notwithstanding anything in this Easement to the contrary: (i) the North Foundation Encroachment Easement shall not include or grant any right of Grantee to construct, operate or maintain any above -ground improvements and all such improvements shall be underground as expressly provided in Paragraph 1(a) hereof; and (ii) except for underground improvements expressly permitted by the terms of the North Foundation Encroachment Easement and the aboveground structures expressly permitted by the terms of the South Foundation Encroachment Easement, this Easement shall not be deemed to grant any right to Grantee to construct, operate or maintain any improvements or other structures within, on or below Grantor's Land. d) If Grantee fails to construct or maintain such improvements as described in and pursuant to the terms and conditions of this Easement, including, without limitation, Paragraph (c) above, then Grantor may perform such work to cause compliance with the terms and conditions of this Easement following written notice to Grantee and a reasonable period to cure and will be reimbursed its costs by Grantee, except that prior written notice need not be provided in the case of emergency. Grantor shall have a lien on the Property for any amounts expended by Grantor hereunder: (i) to cure the failure of Grantee to perform any obligations under this Easement; or (ii) that Grantee is otherwise obligated to reimburse Grantor pursuant to the provisions of this Easement, which are not paid or performed within thirty (30) days after written demand for payment or performance is delivered to Grantee (unless a shorter period of time is permitted by the terms of this Easement). In addition, Grantor shall be entitled to reasonable collection costs (including, without limitation, reasonable attorneys fees) to recover such sums, which shall accrue interest at the rate of twelve percent (12%) per annum from and after the expiration of such 30-day period, all of which shall be secured by Grantor's lien on the Property, which lien shall attach to the Property from and after the time that such lien is recorded against the Property in the Public Records of Miami -Dade County, Florida. e) Grantee shall only have access to Grantor's Land for purposes set forth in and pursuant to the terms of the Access Easement, including, without limitation, the terms of this Easement. In connection therewith, Grantee shall give written notice to Grantor prior to any such entry on Grantor's Land for purposes set forth in and pursuant to the terms of the Access Easement, including, but not limited to, persons, equipment, machinery, vehicles, or parts of equipment, machinery or vehicles, by Grantee, its agents, employees or contractors. If, in Grantor's reasonable judgment, a flagman should be necessary during any such entry, then Grantor shall provide a flagman and will be reimbursed its costs by Grantee. Notwithstanding the foregoing, FTL 270852.16 • 8 • • Grantee is not required to give Grantor prior written notice of any entry upon Grantor's Land, so long as such entry is for routine maintenance and such routine maintenance does not involve the use of equipment or other activities or work that will foul Grantor's tracks (as described in Paragraph (c) above). f) During any construction by Grantee, Grantor may obtain a certificate from an outside professional engineer ("P.E.") or a registered architect ("RA.") selected by and working for Grantor but paid by Grantee, as appropriate, as to whether the building or facility to be constructed by Grantee in the Property will or will not adversely affect Grantor's operation or maintenance of Grantor's Land, or railroad tracks and related facilities located, from time to time, on or adjacent to Grantor's Land (collectively, the "Facilities") (the "Construction"). In connection herewith, Grantee may also obtain a certification as described herein on its behalf from a PE or RA which Grantee selects in its sole discretion. In the event that the certification obtained by Grantor conflicts with the certification obtained by Grantee hereunder, then Grantor and Grantee shall mutually select a third PE or RA to prepare the certification, whose determination shall be fmal. Grantor acknowledges that the mere construction of a building or facility above or adjacent to Grantor's Land will not per se or solely due to its presence adversely affect Grantor's operation or maintenance of Grantor's Land or the Facilities. Grantee shall modify Grantee's plans and specifications to the extent required in order to obtain a certificate from the PE or RA (either from Grantor or, if Grantee disagrees with such PE's or RA's determination, from a third party chosen by Grantor and Grantee as provided above) that the building or facility to be constructed by Grantee in the Property will not adversely affect Grantor's operation or maintenance of Grantor's Land or the Facilities. Notwithstanding anything in this Easement to the contrary, Grantee agrees that the underground improvements that are to be constructed by Grantee within the North Foundation Encroachment Easement shall be designed and constructed pursuant to and in accordance with the "Cooper E-8D" load bearing standard (as such term is customarily used by railroad engineers) so that Grantor, if it desires, may install and operate railroad tracks immediately above the improvements constructed by Grantee within the North Foundation Encroachment Easement in order for passenger and/or freight trains to operate on such tracks. g) Grantor shall have the right, but not the obligation, to inspect any work performed following the issuance of any certificate by a P.E. or R.A. as aforesaid to ensure that such work was completed in accordance with the plans and specifications on which such certification was based. Such inspection shall be performed both during and after the completion of such work. Reasonable costs for any such inspection shall be reimbursed to Grantor by Grantee. h) All reasonable costs incurred by Grantor as a result of activities engaged in by Grantee, either at Grantee's request or as required by Grantor in enforcing or carrying out any rights as set forth in this Easement, including, but not limited to, costs to obtain necessary certifications of a professional engineer or registered architect, and costs incurred by Grantor in connection with any flagging of FrL 270852.16 9 • • construction activity by Grantee on the Property, whether conducted by Grantor with its own employees or with the assistance of others, as well as the costs of collection, shall be reimbursed to Grantor by Grantee. i) Grantee shall, with respect to any construction within any portion of the Property (but excluding any construction within a building or structure the external structure of which has been completed), which construction is (i) within or adjacent to fifty (50) feet of the horizontal centerline of any track or the limits of Grantor's Land (whichever is less) or (ii) above Grantor's Land (i.e., in the Air Rights Parcel), obtain (or cause to be obtained), before any such construction work is commenced, and keep (or cause to be kept) in force until such time as the building shell of such construction is completed and accepted, Railroad Protective Insurance in Grantor's name and in limits of $5,000,000 per occurrence and $10,000,000 in the aggregate, on the standard 1S0 Railroad Protective Liability Form (or in such other limits and/or on such other forms as may then be established in accordance with standard railroad industry practice and as may be established by the Federal Highway Administration for work on projects financed in whole or in part with federal funding) which shall name Grantor as an additional insured and the original of which policy shall be filed with the Chief Engineer of Grantor. In the event Grantee fails to obtain and maintain insurance (or fails to cause such insurance to be obtained and maintained) as provided for above, Grantor shall have the right, without providing Grantee notice or opportunity to cure, to obtain and maintain such insurance and shall be reimbursed the reasonable costs for same by Grantee within fifteen (15) days after demand therefor. j) Grantee shall indemnify, defend and hold Grantor and the Grantor Parties harmless from and against any and all claims, losses, damages, costs (including attorney fees) and judgments (hereinafter collectively called "Expenses"), for injury and/or death to, or loss, damage or injury to any property belonging to, any persons, including but not limited to, Grantor, the Grantor Parties and other persons who are in or near Grantor's Land and who suffer such injury or death or loss, damage or injury to property as a result of, directly or indirectly#or as may be caused by: (a) the design, construction, installation, maintenance or repair of improvements on or use of the Property; (b) the acts or omissions of the Grantee or its agents and contractors; and/or (c) railroad operations on Grantor's Land, including but not limited to derailment, fire, collision, noise, vibration, and WHETHER CAUSED BY OR RESULTS FROM THE FAILURE OR NEGLIGENCE OR GROSS NEGLIGENCE OF GRANTOR OR THE GRANTOR PARTIES OR OTHERWISE (the foregoing indemnification obligation of Grantee set forth in this paragraph (j) is herein referred to as the "Indemnification Obligation"); provided, however, that the Indemnification Obligation shall not be deemed to include liability arising out of the willful and intentional misconduct of any of the Grantor Parties. k) Grantee shall procure and maintain a policy of comprehensive general liability insurance insuring over its contractual indemnity obligations as set forth above. Coverage under such a policy shall be sufficient, and shall be deemed to F n.. 270852.16 10 • • comply with the requirements of this Easement, if it: (a) is procured from a carrier with at least an A+ A.M. Best rating; (b) includes contractual liability coverage covering all liabilities assumed by Grantee in this Easement such that this Easement shall be an insured contract; (c) has limits of liability of not less than $5,000,000 per occurrence and in the aggregate for any one (I) year combined single limit for bodily injury (including disease or death), personal injury and property damage (including loss of use) liability; (d) names Grantor as an additional insured by endorsement/certificate acceptable to Grantor; and (e) is otherwise in form reasonably acceptable to Grantor and the original policy thereof is delivered to Grantor. I) Grantor and Grantee reserve the right to alter the adjusted limit of liability in such amounts as the parties may reasonably agree and based upon loss experience and other reasonable risk management considerations, provided however, that in no event shall the Indemnification Obligation be less than $5,000,000 per occurrence and in the aggregate for any one (I) year; provided further that no increases in the Indemnification Obligation shall result from the proven failure of the Grantor to comply with the obligations imposed upon Grantor in this Easement (the foregoing is herein referred to as the "Adjusted Limit of Liability"). m) In the event that, within fourteen (14) days following the request by one party to the other to alter the amount of the Adjusted Limit of Liability, the Grantee and Grantor are unable to agree upon an Adjusted Limit of Liability, such disagreement shall be submitted by the parties to binding arbitration before a panel of three arbitrators for a determination as to the proper amount of the indemnification Obligation. The parties shall endeavor to reach unanimous agreement on suitable arbitrators. If the parties are unable to reach agreement on suitable arbitrators within ten (10) days, each party shall select a disinterested third party who shall be experienced in risk management practices to act as an arbitrator. Those two (2) arbitrators shall choose a third arbitrator who also shall be a disinterested party experienced in risk management practice. The majority decision of the three (3) arbitrators shall be final and binding. n) By the execution of this Easement, Grantee hereby grants a perpetual, non-exclusive easement to Grantor for Grantor to maintain ducts or cabling on the exterior walls facing the railroad tracks within the improvements that are contemplated to be constructed by Grantee over and adjacent to Grantor's Land, as described above; provided, however that such easement in favor of Grantor shall not interfere with or disturb the structural improvements constructed by Grantee. o) The terms of this Easement shall run with and be binding upon Grantor's Land and the Property, as applicable, and shall be binding on and inure to the benefit of the parties hereto, their successors, assigns and designees. Grantor and Grantee agree that in the event that a condominium or property owner association is created to maintain the improvements constructed upon the Property as common elements and as part of a larger development, then upon the transfer of the title to such improvements, the association shall be deemed to have been assigned the rights and FrL 270852.16 11 • benefits and assumed the obligations of Grantee under this Easement and thereafter the Association (and not the Grantee) shall be responsible for the obligations of Grantee under this Easement. In no event shall any individual unit owners or lessees of the Property be responsible or liable for any of the Grantee's or Association's obligations under this Easement. p) No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Easement and executed by the Grantor and Grantee. In the event that the obligations of this Easement are assigned to and assumed by a condominium or property owner association in accordance with Paragraph 0 above, then such association and not the individual condominium or other unit owners (if any) shall have the tight to amend this Easement pursuant to the terms of this paragraph. q) GRANTEE HEREBY ACKNOWLEDGES AND AGREES THAT (A) GRANTOR SHALL HAVE THE CONTINUED RIGHT TO OPERATE ITS FACILITIES UNDER, OVER, ACROSS AND THROUGH GRANTOR'S LAND; (B) THE OPERATION OF THE FACILITIES CAUSES VIBRATION, NOISE AND OTHER CONDITIONS THAT ARE PART OF SUCH OPERATION; (C) NOTHING HEREIN SHALL BE DEEMED TO RESTRICT OR INTERFERE WITH GRANTOR'S USE AND OPERATION OF THE FACILITIES, INCLUDING, WITHOUT LIMITATION, THE HOURS OR TIMES OF OPERATION OR THE SCOPE OF GRANTOR'S OR THE GRANTOR PARTIES USE OF THE FACILITIES (INCLUDING, WITHOUT LIMITATION, WHETHER OR NOT SUCH FACILITIES ARE USED FOR PASSENGER OR FREIGHT SERVICE), IT BEING ACKNOWLEDGED AND AGREED THAT ANY CONSTRUCTION ACTIVITIES CONDUCTED BY GRANTEE PURSUANT TO THE OTHER TERMS OF THIS EASEMENT SHALL NOT BE DEEMED TO INTERFERE WITH OR RESTRICT GRANTOR'S USE OF THE FACILITIES; (D) EXCEPT AS SPECIFICALLY SET FORTH ABOVE IN CONNECTION WITH ANY WILLFUL AND INTENTIONAL MISCONDUCT OF GRANTOR OR THE GRANTOR PARTIES, GRANTEE HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS THAT GRANTEE MAY HAVE REGARDING GRANTOR'S OR THE GRANTOR PARTIES' USE AND OPERATION OF THE FACILITIES, INCLUDING, WITHOUT LIMITATION, ANY CLAIM THAT THE USE OF SUCH FACILITIES CONSTITUTES A NUISANCE OR OTHER SIMILAR CLAIMS; (E) GRANTEE SHALL NOT ATTEMPT TO DIRECTLY OR INDIRECTLY CHALLENGE OR LIMIT GRANTOR'S OR THE GRANTOR PARTIES' USE AND OPERATION OF THE FACILITIES AND FOREVER WAIVES ANY RIGHTS THAT IT MAY HAVE TO DO SO; (F) GRANTEE'S WAIVERS AND RELEASES SET FORTH HEREIN SHALL BE BASED ON CLAIMS OR POTENTIAL CLAIMS THAT MAY EXIST NOW OR IN THE FUTURE AND/OR THAT MAY BE KNOWN OR UNKNOWN. FrL27es52.I6 12 r) BY ACCEPTANCE OF A DEED THEREFORE, ANY SUCCESSOR OR ASSIGN OF GRANTEE, INCLUDING, WITHOUT LIMITATION, THE PURCHASERS OF RESIDENTIAL OR COMMERCIAL CONDOMINIUM UNITS WITHIN THE PROPERTY, SHALL BE DEEMED TO HAVE TAKEN SUBJECT TO AND AGREED TO THE TERMS OF THIS EASEMENT INCLUDING WITHOUT LIMITATION THE TERMS OF THIS PARAGRAPH R AND PARAGRAPH Q ABOVE; PROVIDED, HOWEVER THAT IN NO EVENT SHALL ANY OF THE OBLIGATIONS HEREUNDER BY EITHER OF GRANTEE OR THE ASSOCIATION APPLY TO ANY OF THE INDIVIDUAL UNIT OWNERS OR LESSEES OF THE PROPERTY, EXCEPT TO THE EXTENT THAT THE SAME ARE ENFORCED THROUGH THE ASSOCIATION AND THE APPLICABLE DECLARATION(S) OF CONDOMINIUM AND/OR MASTER COVENANTS, SUBJECT TO THE PROVISIONS OF SECTION 718.119 OF THE FLORIDA STATUTES, AND THIS CLAUSE SHALL NOT BE DEEMED TO LIMIT ANY RIGHTS OR REMEDIES THAT GRANTOR MAY HAVE AGAINST GRANTEE OR THE ASSOCIATION FOR A BREACH OF OR DEFAULT UNDER THE TERMS OF THIS EASEMENT. s) Grantor and Grantee agree that within thirty (30) days after one party receives written request from the other, such party shall deliver an estoppel letter to the requesting party stating that, to the best of such party's knowledge, the requesting party is in cornplianee with the terms of this Easement (subject only to such exceptions as may be specifically noted) and other matters that such requesting party may reasonably request. In the event that a party fails to respond within such 30-day time frame, then the matters set forth in the requested estoppel letter shall be deemed to be true and correct, as if such party executed the same. In the event that Grantee gives Grantor written notice of the name and address of an institutional first mortgagee on the Property, then Grantor agrees to concurrently give such lender notice of a default by Grantee under the terms of this Easement and such lender shall have the same cure rights for the same time periods as Grantee. • Fit 270852.16 • 13 IN WITNESS WHEREOF, the parties hereto have executed this Easement as of the date first set forth above. WITNESSES: Name: TfrArti eu a )Dries • FTL. 270852.12 • GRANTOR: FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company By: Name: R ‘Gz,Q- SQi Title: Exec s*v V.,.e 'coact- — GRANTEE: 600 BISCAYNE, LLC, a Florida limited liability /0 compMk, 60 r�EMENT LLC a Florida limited liabil ty �� By: Name: Z Title: franc, Ccdle. 14 STALE OF FLORIDA ) ) ss.: COUNTY OF -Si . DNS ) The foregoing Easement was acknowledged before me this 15 day of f}zarc .` , 20O , by .1.ev,--t- as of FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company, on behalf of the company, who>(s personally known to rne, or ( ) produced as identification. STATE OF FLORIDA ) ) ss.: COUNTY OF ) Signature Notary Public A l: u c L.(e,C Printed e of Notary Public MARY C. MUELLER Notary Public, State of Florida My Comm. expires April 30, 2006 Comm. No. DD 100743 The foregoing Easements accnow ed befo e e s day of Mare i i , 20_, by i iti l r�tiU �i t11 � D T� p as %17QJma of 600 BISCAYNE, LLC, a Florida limited liability company, on behalf of the fompAny, who r( ") is personally known to me, or ) produced 7py5ija /9 in... (74 MC,'_ i• : ntification. • FTL 270852.12 • e of Notary ` blic Printed Name o Notary Public 15 OFFICIALFERNANDF� NOTARY PUBLIC SrATEOF FLORIDA COMMISSION NO. DD Q9270 LAAd ON EXP. Ai'k, I • • • SCHEDULE 1- Sheet 1 FEC Parcel: LEGAL DESCRIPTION: A portion of Block 60 North, of CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B" at Page 41, of the Public Records of Miami Dade County and being more particularly described as follows: Begin at the Northeast corner of Lot 14, in Block 60N, of SUBDIVISION OF SOUTH HALF OF BLOCKS 59N AND 60N, IN THE CITY OF MIAMI, FLORIDA, according to the plat thereof, recorded in Plat Book I at Page 185, of said Public records; Thence N89°59'30" W along the north line of lots 7 thru 14 of said Plat Book 1 at Page 185 also being along the Southerly Right -of -Way line of the Florida East Coast Railway for 300.44 feet to a point on the Easterly Right of Way line of N.E. 2nd Avenue said point also being 17.50 feet East of the Northwest comer of said Lot 7; Thence N00°01'54"E along said Easterly Right -of -Way line for 37.50 feet; Thence N89°59'30"W for 7.50 feet to a point on said Easterly Right of Way line of N.E. 2nd Avenue said point also being 10.00 feet East of the West line of said Block 60 North, of CITY OF MIAMI, per Plat Book "B" at Page 41; Thence N00°01'54"E along said Easterly Right -of -Way line for 37.50 feet; The following three (3) courses being along the Northerly Right -of -Way line of said Florida East Coast Railway; (1) Thence S89°59'30"E for 140.10 feet; (2) Thence N00°01'43 "E along the East line of Lot 4 of said Block 60 North, of CITY OF MIAMI for 5.00 feet; (3) Thence S89°59'30"E for 144.49 feet to a point an the westerly Right -of - Way line of Biscayne Boulevard (State Road #5 / Federal Highway #1); Thence S16°14'10"E along said westerly Right -of -Way line of Biscayne Boulevard also being the East line of said Block 60 North, of CITY OF MIAMI for 83.33 feet of the Point of Beginning. The above described perimetrical boundaries lying within the elevation of +49.50 feet and below relative to the Hat#onal Geodetic Vertical Datum of 1929. FTL 276966.1 - Sheet 1) SCHEDULE 1 - Sheet 2 (Sketch of SCHEDULE cI z r oWlN+eCNL1 LtCENa 1 BtOCK 41N LOCATION SKETCH LYua INSECTgN 0 K.INMEpy. SOAR. RUM. 42 EAST CITY CY MAIL ROMA MN TO SCALE 1.1=0MINME' MB WM= III ETNIEISI!'S'M7i7�.11111111.11..IMia.1lE 21.1.K.M.1. Ra,m MYaaAw tl ti 1 1 T N G I I I , U) .,-% (.i) I ! V 11 NOT A PART_1 2 m 1 E'LE.T'BmT UEo1kT3 't 'm p S� k, 11h ,D C7 �.L f tdVi%3?—(:)j) \ 1r 1E1 II r' r- Jr LEGADES I f10N PMC[i. =ew Y! waN�iivLLVn �-�i�e wow NYwr�tiw wr IYYlo1 wn IM�M�-yy µ.f .. Y� � SS=17.fweft3.0 T, w.. Yr INM-M-1Mw Y.. ikVIiI�R �1TVPTi1��wPMYSNINI. Nw �� Y. PSI I.k r• ,..YN Y—�an Y. rt.w�w. eN .wE immure wits . n.. a... r ....-L:+ `ftLwPar u'w ,,...�°`u�Ni«err •�yNYiw...o .y.. eow.. M.P ryww+riM rw w.. e.. ,WYEYONm CESIMATge,O VI. 6.4 ,N.r-.�::,.Y-T-R • • • SCHEDULE 2 - Sheet 1 • AIR RIGHTS PARCEL LEGAL DESCRIPTION: A portion of Block 60 North, of CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B" at Page 41, of the Public Records of Miami Dade County and being more particularly described as follows: Begin at the Northeast corner of Lot 14, in Block 60N, of SUBDIVISION OF SOUTH HALF OF BLOCKS 59N AND 60N, IN THE CITY OF MIAMI, FLORIDA, according to the plat thereof, recorded in PLat Book 1 at Page 185, of said Public records; Thence N89°59130"W along the north line of lots 7 thru 14 of said Plat Book 1 at Page 185 also being along the Southerly Right -of -Way line of the Florida East Coast Railway for 300.44 feet to a point on the Easterly Right of Way line of N.E. 2nd Avenue said point also being 17.50 feet East of the Northwest corner of said Lot 7; Thence NOO°01'54"E along said Easterly Right -of -Way line for 37.50 feet; Thence N89°59'30"W for 7.50 feet to a point on said Easterly Right of Way line of N.E. 2nd Avenue said point also being 10.00 feet East of the West line of said Block 60 North, of CITY OF MIAMI, per Plat Book "B" at Page 41; Thence NOO°01'54"E along said Easterly Right -of -Way line for 37.50 feet; The following three (3) courses being along the Northerly Right -of -Way line of said Florida East Coast Railway; (1) Thence S89°59'30"E for 140.10 feet; (2) Thence NOO°01'43"E along the East line of Lot 4 of said Block 60 North, of CITY OF MIAMI for 5.00 feet; (3) Thence S89°59'30"E for 144.49 feet to a point on the westerly Right -of - Way line of Biscayne Boulevard (State Road #5 / Federal Highway #1); Thence S16°14110"E along said westerly Right -of -Way line of Biscayne Boulevard also being the East line of said Block 60 North, of CITY OF MIAMI for 83.33 feet of the Point of Beginning. The above described perimetrical boundaries lying within the elevation of +49.50 feet and above relative to the National Geodetic Vertical Datum of 1929. FM 276966.1 • SCHEDULE 2 - Sheet 2 (Sketch of SCHEDULE 2 - Sheet i) J w z w 0� 4. .t LOCATION SKETCH LSIK•CAWY Of M�1MION �MI0.11 GAMKWAWA 11 FAST rq, TpyCME .OT wr 11 PI VITZ1P wt 1...44., _ ASO =" I TILW En rat galt* . re �+MT•:�1 LSE POMO MN/ .101110 BLOCK 41N£.... "el s . .e • K:3 CricfMuax I � •z E' T BOOK B. PAGE. 41 I J _ _ J .7r� v I J r ss 9'ter._ BOUNDARY LIES WITHIN ELEVATION 4441-50 AND ABOVE NATIONAL GEODETIC VERTICAL, DATUM OF 19P9 FLORIDA EAST COAST RAILWAY • It 1.0 9. PEON. at:SCPP.111.4 ra AVIV Mr.. fri .:.• =P' ;;am r8111.1.111.11.01 z-bt mmRFEflxtl 1121. OT A PART 1. .T13TOAY amnion t1 E 11 1 } % n ›g 9 mcc Q 4C N Z8d LL C 1<, • • • SCHEDULE 2 — Sheet 3 • LEGAL DESCRIPTION: West portion of 600 Biscayne Boulevard Lot 7, less the West 17.50 feet thereof, together with Lots 8, 9, and the West 10.00 feet of Lot 10, in Block 60N, of SUBDIVISIQN OF SOUTH HALF OF BLOCKS 59N and 60N, in the City of Miami, Florida, according to the Plat thereof recorded in Plat Book 1, at Page 185 of the Public Records of Miami -Dade County, Florida. • • • • • SCHEDULE 2 • Sheet 4 666 Biscayne Boulevard LEGAL DESCRIPTION: Lots 2 and 3, Block 60 North, of CITY OF MIAMI, according to the plat thereof, as recorded in Plat Book "B", Page 41, of the Public Records of Miami -Dade County, Florida. The North 105 feet of Lot 4, Block 60 North, of CITY OF MIAMI, according to the plat thereof, as recorded in Plat Book "B", Page 41, of the Public Records of Miami -Dade County, Florida. The North 105 feet of Lot 5, Block 60 North, of CITY OF MIAMI, according to the plat thereof, as recorded in Plat Book "B", Page 41, of the Public Records of Miami -Dade County, Florida. The North 105 feet of Lot 6, Less the West 10 feet thereof, Block 60 North, of CITY OF MIAMI, according to the plat thereof, as recorded in Plat Book "B", Page 41, of the Public Records of Miami -Dade County, Florida. FTL 276966.1 SCHEDULE 3 • • • NORTH FOUNDATION & ENCROACHMENT EASEMENT: LEGAL DESCRIPTION: A portion of Block 60N, of CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B" at Page 41, of the Public Records of Miami Dade County and being more particularly described as follows: Commence at the Northeast corner of said Block 60N, thence S16°14'10"E along Westerly Right -of -Way line of Biscayne Boulevard (State Road #5 / Federal Highway # 1) also being the East line of said Block 60N, for 103.97 feet to the Point of Beginning also being the Southeast Corner of Lot 2, of said Block 60N; the following three (3) courses being along the Northerly Right -of -Way line of said Florida East Coast Railway; (1) thence N89°59`30"W along the South line of Lot 2, of said Block 60N, for 144.49 feet to a point on the East line of Lot 4, of said Block 60N; (2) thence S00°01'43 "W along said East line for 5.00 feet; (3) thence N89°59'30"W for 140.10 feet to a point on the Easterly Right of Way line of N.E. 2nd Avenue said point also being 10.00 feet East of the West line of said Block 60N; thence S00°01'54"W along said Easterly Right -of -Way line for 11.50 feet; thence S89°59'30"E parallel with the Northerly Right -of -Way line of said Florida East Coast Railway for 288.68 feet to a point on the Westerly Right -of -Way line of Biscayne Boulevard (State Road #5 / Federal Highway #1); thence N16°14'10"W along said Westerly Right -of -Way line of Biscayne Boulevard (State Road #5 / Federal Highway #1), also being the East line of Block 60N, for 17.19 feet to the Point of Beginning. The above described perimetrical boundaries lying within the elevation of +2.5 feet and below relative to the National Geodetic Vertical Datum of 1929. See Sketch attached hereto as Schedule 3-4. Fri. 276966.1 • • • SCHEDULE 4 SOUTH FOUNDATION & ENCROACHMENT EASEMENT: LEGAL DESCRIPTION: ' A portion of Block 60N, of CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B" at Page 41, of the Public Records of Miami Dade County and being more particularly described as follows: Begin at the Northeast corner of Lot 14, in Block 60N, of SUBDIVISION OF SOUTH HALF OF BLOCKS 59N AND 60N, 1N THE CITY OF MIAMI, FLORIDA, according to the plat thereof, recorded in Plat Book 1 at Page 185, of said Public Records; Thence N89°59'30"W along the North line of lots 7 thru 14 of said Plat Book 1 at Page 185 also being along the Southerly Right -of -Way line of the Florida East Coast Railway for 300.44 feet to a point on the Easterly Right of Way line of N.E. 2nd Avenue said point also being 17.50 feet East of the Northwest corner of said Lot 7; thence NOO°01'54"E along said Easterly Right -of -Way line for 14.00 feet; thence S89°59'30"E along a line 14.00 feet North of and parallel with said Southerly Right -of -Way line of the Florida East Coast Railway for 296.35 feet to a point on the Westerly Right -of -Way line of Biscayne Boulevard (State Road #5 / Federal Highway 41); thence S16°14'I0"E along said Westerly Right -of -Way line of Biscayne Boulevard also being the East line of said Block 60N, of CITY OF MIAMI for 14.58 feet of the Point of Beginning. The above described perimetrical boundaries lying within the elevation of +49.5 feet and below relative to the National Geodetic Vertical Datum of 1929. See Sketch attached hereto as Schedule 3-4. FrL 276966.1 _ _ J 1 L. Lw Z LLJ > ■ Ct } • 6 a LOCATION SKETCH 1,151tSE51U a 10w,a..Es1 SafT11,nJJGE.IEASD rM 5:15.1.111. YHBOAOE ooF.N1Y,RUNOA 5101165CNE Prearr•lel reel 411.114.08 COWER QlI1PtC. !CASE "'PPP Ore Pra marnyam N..Wra,n q_ = _ -'. Ht(X K 19 H • KA4 GITr Of MIAMI AI 1I1XJi( B, PAC& 41 C1 FLORIDA EPARASTELCOAST RAILWAY ,.. itIPPREPPPEPPetrla SOT A PART It�mPRIMP YY • J ra I,. W IIEPM. •`esLCYPIPVICNOINEM • XOATIICCEN4 M.m N rteT 1...1 Yinr am �.,r r . h mew. id mar spry Pr µrely ma c..R Par. w wrr. =0 fY� Kter' wiairi r""?'w1 rerrr~r %1.l�r14.r ra rad ddyi N...w XiY.Irrw.x- Pr NM art Pram ... ad a ppr. sr.r rrry. led W d PIN Yyr.I�1�xo .-w. M nbpi Nr ol Pyr err 5..30 nim AiYYbt O.n.M... kr= err yA YM wz i1!w.... Nval.�ft rw u. .....fir. Par MY. o1.MNNm.t9 .. lAYem.moR .. �N.x ..». NN rM . .M tzr.. rstmGirw .Mnm. Np..r • Ems' ACo.61W;w9(.[11t. WPM Ef.CKN.MFXI EA.EtEsta w TTw Par Npi Pt PR Para rlay w PrNq re My •,,• Parer Cyr d Zia rat 41:41 401, Yr. Prat IP wry Perm dee ▪ w :PP r.r.rx.dr Yr tar r Nr•• yr. m WA P. m arr. ▪ Par ilmot eny▪ _h.R x .. n di a�.P. ra Ey�M r.r.�w . ammWal113.tm..EMClO..141., PO-W - • gram ` r. PPod dr eN. wirwow .r ..y'rPa s• Parr : w',r�iwi Erg �i • .r, 14vaM.,w mat +M+-r.r.� r Yr. � .ry w leray rww Pm. PeaP/rw wady 05 ml»Ferzia =ad vwrYuw w e.wr rrar up leara p Tyr.. Prk Pr. Irk Pr err, p.w.. M nww ...N .._.r. o..e r._ .min..""r1x frnwian wrti m�N ry wi w. wrwr Pia mri.r i�.r�A ief a. Em rba PP. err .rw.»».m N�r mom .r ra..r.m m. POPPY AP WPM. a W rtt W Y CE R5 NIG hGM Ytl . uyeri. ram... vim.. ram a .... CA V 5 t .ti�Nwnx r�i,Rn~WwMw.r►., �..'h� \ V P � � C 5. 1, 1.511.115w..55515, MG, tints co -Xi cpv d o Tor 37•_• CC CD ?- ;IA >" < CEw 4 00 CD J LL � ,m. .r • • • 111111111111111111111111111111111111111111111 • • This document was prepared by; Jeffrey Watkin, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 200 South Biscayne Boulevard, Suite 2500 Miami, Florida 33131-5340 After recording return to: Laura Riso Gangemi, Esq. Greenberg Traurig, P.A. 1200 Brickell Avenue Miami, Florida 33131 Real Property Folio No. 01-0106-000-1020 (Above Space for Recorder's Use Only) SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, dated as of the 1 s'dday of February, 2005, by 666 BISCAYNE BOULEVARD, LTD., a Florida limited partnership ("Grantor"), with a mailing address c/o PLC Investments, Inc., 420 Lincoln Road, Suite 380, Miami Beach, Florida 33139, and 600 BISCAYNE, LLC, a Florida limited liability company ("Grantee"), with a mailing address at 1200 Brickell Avenue, Miami, Florida 33131. Grantor, for and in consideration of the sum of $10.00 and other good and valuable consideration paid by Grantee, the receipt and sufficiency of which are hereby acknowledged, grants, bargains, sells and conveys, and by these presents does hereby grant, bargain, sell, alien convey and confirm unto Grantee the land situate, lying and being in Miami -Dade County, Florida, more particularly described in Exhibit A attached hereto (the "Property"), subject, however, to the following ("Permitted Exceptions"): (1) taxes and assessments for the year 2005 and subsequent years; (2) all laws, ordinances and governmental regulations, including but not limited to, all applicable building, zoning, master plan, land use and environmental ordinances and regulations; and (3) covenants, conditions, restrictions, limitations, easements, setbacks, and all other matters as contained or shown on Map of Miami, recorded in Plat Book B, Page 41. TO HAVE AND TO HOLD the same in fee simple forever. AND Grantor covenants with Grantee that Grantor is lawfully seized of the Property in fee simple; that Grantor has good right and lawful authority to sell and convey the Property; that Grantor warrants the title to the Property and will defend the same against the lawful claims of others claiming by, through or under Grantor, except for claims arising from the Permitted Exceptions. MIAMI 851873.2 7608721760 Grantor has executed this Special Warranty Deed as of the date indicated above. Signed, sealed and delivered in the presence of: STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) 666 BISCAYNE BOULEVARD, LTD., a Florida limited partnership By: 666 Biscayne Boulevard, Inc., a Florida corporation, it eneral partner By: Paul L. Cejas, President The foregoing instrument was acknowledged before me this / day of February, 2005, by Paul L. Cejas, as President of 666 Biscayne Boulevard, Inc., a Florida corporation, the general partner of 666 Biscayne Boulevard, Ltd., a Florida limited partnership, on behalf of such corporation and partnership. He is personally known to me or produced a Florida Driver's License as identification. My Commission Expires: MIAMI 851873.2 7608721760 2 7c-te4.1 Notary Public, of NameF id e Printed Name: 4 /C� OR 73.43 S._.,.ASI PAGE • • EXHIBIT A Legal Description Lots 2 and 3, Block 60 NORTH, CITY OF MIAMI, according to the Plat thereof, recorded in Plat Book "B", at Page 41, of the Public Records of Miami -Dade County, Florida. The North 105 feet of Lot 4, Block 60 NORTH, CITY OF MIAMI, according to the Plat thereof, recorded in Plat Book "B", at Page 41, of the Public Records of Miami -Dade County, Florida. The North 105 feet of Lot 5, Block 60 NORTH, CITY OF MIAMI, according to the Plat thereof, recorded in Plat Book "B", at Page 41, of the Public Records of Miami -Dade County, Florida. The North 105 feet of Lot 6, less the West 10 feet thereof, Block 60 NORTH, CITY OF MIAMI, according to the Plat thereof, recorded in Plat Book "B", at Page 41, of the Public Records of Miami -Dade County, Florida. MIAMI 851873.2 7608721760 This nstrument Was Prepared By: 1111111 H11111111111111111111111111111111 I111 • • • Francisco -7. Menendez, Esq. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.R. 1150 West Flagler St., Suite 2200 Miami, Florida 33130 Record and Return To: Laura R. Gangemi, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 Property Appraiser Iden'ification Nos. 01-0106-000-2010 01-0,06-000--2020 Grantee's Tax Identification No. CFN 200 F O 1. 1. 2629 OR BP. 23054 Pss OB78 - 879; t2Ps0 RECORDED 02/0 3/2005 12: S3: 8 DEED ➢0C. TAX 156000.00 SURTAX 117r000.00 HARVEY RUVIthr CLERK OF COURT MIA1I-LADE COUNTYy FLORIDA SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED made this First (1st) day of February, 2005 between Freedom Tower General Partnership, a Florida general partnership (the "Grantor"), whose mailing address is 800 Douglas Road, Penthouse, Coral Gables, Florida 33134 and 600 Biscayne, LLC, a Florida limited liability company (the ''Grantee"), whose mailing address is 1200 Brickell Avenue, Suite 1840, Miami, Florida 33131, Attn: David Martin. WITNESSET ii: That Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, to it in hand paid by Grantee, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee the real property (the "Property") located in Miami -Dade County, Florida, and more particularly described as follows: Lot 7, less the West 17.5 feet thereof, and all of Lots 6 through 14, inclusive, of Block 60N, of SUBDIVISION OF SOUTH HALF OF BLOCKS 59N AND 60N, IN THE CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book 1, Page 185, of the Public Records of Miami -Dade County, Florida. SUBJECT TO: 1. All easements, conditions, covenants, restrictions, reservations, limitations and agreements of record, provided that this instrument shall not reimpose same; 2. Real subsequent years; estate taxes for the year 2005 and all 3. Existing applicable governmental building and zoning ordinances and other governmental regulations; and 4. That certain Ground Lease by and between Grantor, as Lessee and Grantee, as Lessor, with respect to approximately 7,891 square feet of space on the 3rd floor of the building. TOGETHER with all the tenements, hereditaments and appurtenances belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD the same in fee simple forever. OR P.K 23054 PG rJ 79 !_A aT PAGE • • AND GRANTOR hereby covenants with Grantee that Grantor is lawfully seized of the Property in fee simple; that Grantor has good right and lawful authority to sell and convey the Property; and that Grantor does hereby fully warrant the title to the Property and will defend the same against the lawful claims of all persons claiming by, through or under Grantor, but against none other. IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed t_o be executed by its duly authorized representative on the day and year first above written. FREEDOM TOWER GENERAL PARTNESRHIP, a Florida general partnership, acting by and through its managing partner, to -wit: e Witness Sign#ture Print Name Witness Signature t ` I Prii(t Narne FREEDOM T INC. By: ACKNOWLEDGMENT TNER I, President STATE Of FLORIDA SS: COUNTY OF MIAMI-DADE) The foregoing instrument was acknowledged before me this { day of February, 2005 by Jorge Mas, as President of Freedom Tower Partner I, Inc., a Florida corporation and managing partner of Freedom Tower General Partnership, a Florida general partnership, on behalf of the corporation and as an act of the general partnership. He is personally known to me or presented a Florida driver's license as identification and did not take an oath. My Commission Expires: ! i f 'ICt.r�c.� 1' �� Notary Public, State of Florida Print Name: i- )C` -)tCa. ,) r 1 € i / Commission No. G:\w-fjm\367101005\Special Warranty Deed (Seller}-vl.doc -2- a""'•• MONICA M. AVELLO ' F'Y COMMISSION f1U 165666 EXPIRES:Au '52,2006 11111111111111111111111111i111111111111111111 This document was prepared by: Jeffrey Watkin, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 200 South Biscayne Boulevard, Suite 2500 Miami, Florida 33131-5340 After recording return to: Laura Riso Gangemi, Esq. Greenberg Traurig, P.A. 1200 Brickell Avenue Miami, Florida 33131 Real Property Folio No. 01-0106-000-1020 (Above Space for Recorder's Use Only) SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, dated as of the 1 s'rday of February, 2005, by 666 BISCAYNE BOULEVARD, LTD., a Florida limited partnership ("Grantor"), with a mailing address c/o PLC Investments, Inc., 420 Lincoln Road, Suite 380, Miami Beach, Florida 33139, and 600 BISCAYNE, LLC, a Florida limited liability company ("Grantee"), with a mailing address at 1200 Brickell Avenue, Miami, Florida 33131. Grantor, for and in consideration of the sum of $10.00 and other good and valuable consideration paid by Grantee, the receipt and sufficiency of which are hereby acknowledged, grants, bargains, sells and conveys, and by these presents does hereby grant, bargain, sell, alien convey and confirm unto Grantee the land situate, lying and being in Miami -Dade County, Florida, more particularly described in Exhibit A attached hereto (the "Property"), subject, however, to the following ("Permitted Exceptions"): (1) taxes and assessments for the year 2005 and subsequent years; (2) all laws, ordinances and governmental regulations, including but not limited to, all applicable building, zoning, master plan, land use and environmental ordinances and regulations; and (3) covenants, conditions, restrictions, limitations, easements, setbacks, and all other matters as contained or shown on Map of Miami, recorded in Plat Book B, Page 41. TO HAVE AND TO HOLD the same in fee simple forever. AND Grantor covenants with Grantee that Grantor is lawfully seized of the Property in fee simple; that Grantor has good right and lawful authority to sell and convey the Property; that Grantor warrants the title to the Property and will defend the same against the lawful claims of others claiming by, through or under Grantor, except for claims arising from the Permitted Exceptions. MIAMI 851873.2 7608721760 Signed, sealed and delivered in the presence of: Signature of Witness Print Name: . r e of W'tne nt Name: Grantor has executed this Special Warranty Deed as of the date indicated above. 666 BISCAYNE BOULEVARD, LTD., a Florida limited partnership Jut - VT, STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) By: 666 Biscayne Boulevard, Inc., a Florida corporation, itsgeneral partner By: Paul L. Cejas, President The foregoing instrument was acknowledged before me this % day of February, 2005, by Paul L. Cejas, as President of 666 Biscayne Boulevard, Inc., a Florida corporation, the general partner of 666 Biscayne Boulevard, Ltd., a Florida limited partnership, on behalf of such corporation and partnership. He is personally known to me or produced a Florida Driver's License as identification. My Commission Expires: KILDA c. MONTERO MY OOMMISSION # DO 0411177d EXPIRES: Nov i s.�s swami s — MIAMI 851873.2 7608721760 2 Notary Public, Stat of Flcrid9�� Printed Nam, i e:Q L Ici AGE':LAE]; § '`.. • EXHIBIT A Legal Description Lots 2 and 3, Block 60 NORTH, CITY OF MIAMI, according to the Plat thereof, recorded in Plat Book "B", at Page 41, of the Public Records of Miami -Dade County, Florida. The North 105 feet of Lot 4, Block 60 NORTH, CITY OF MIAMI, according to the Plat thereof, recorded in Plat Book "B", at Page 41, of the Public Records of Miami -Dade County, Florida. The North 105 feet of Lot 5, Block 60 NORTH, CITY OF MIAMI, according to the Plat thereof, recorded in Plat Book "B", at Page 41, of the Public Records of Miami -Dade County, Florida. The North 105 feet of Lot 6, less the West 10 feet thereof, Block 60 NORTH, CITY OF MIAMI, according to the Plat thereof, recorded in Plat Book "B", at Page 41, of the Public Records of Miami -Dade County, Florida. MIAMI 851873.2 7608721760 Miami -Dade My Home Page 1 01 2 • • • My Home i e. Show Me: !Property Information Search By: 'Select Item �^ Text only Color Aerial Photography Use 6,1 for Black & White Summary Details: Folio No.: 01-9106-000-2020 Property: 600 BISCAYNE BLVD Mailing Address: 600 BISCAYNE LLC 1200 BRICKELL AVE STE 1840 MIAMI FL 33131- Property Information: Primary Zone: 6401 CENTRAL BUSINESS DISTRICT CLUC: 0013 OFFICE BUILDING Beds/Baths: 0/0 Floors: 15 Living Units: 0 Adj Sq Footage: g1,781 Lot Size: 24,794 SO FT Year Built: +1926 Legal Description: MIAMI NORTH SUB OF BLK 60 PB 1-185 LOTS 10 TO 14 INC LOT SIZE 24794 SOFT OR 17780-1685 0997 2 (2) CDC 23054-0878 02 2005 2 Sale Information: 'Sale OIR: 23054-0878 Sale Date: /2I2005 Sale Amount: $26,000,000 Assessment Information: Year: 2004 2003 Land Value: $3,533,145 $2,826,516 Building Value: $6,392,984 $10,000 Market Value: $9,926,129 $2,836,516 Assessed Value: $9,926,129 $2,836,516 Total Exemptions: $0 $0 Taxable Value: $9,926,129 $2,836,516 Aerial Photography - AirPhoto USA 2004 We appreciate your feedback, please take a minute to complete our survey. My Home 1 Property Information 1 Property Taxes 1 My Neighborhood I Property Appraiser Home 1 Using Our Site 1 About 1 Phone Directory 1 Privacy 'Disclaimer 112ft if you experience technical difficulties with the Property Information application, please click here to let us know. E-mail your comments, questions and suggestions to Webmaster Web Site 2002 Miami -Dade County. All rights reserved. MIAM1-C Legi 1 http: //gisims2 . co . miami-dale. fl. us/MyHome/paropmap.asp?app=none&bytoo l—lode&cmd=SELF ... 4/22/2005 Miami -Dade My Home Page 1 of 2 My Home Show Me: 'Property information Search By: !Select Item Text only Color Aerial Photography Use lit for Black & White Summary Details: Folio No.: 01-0106-000-2010 Property: 215 NE 6 ST Mailing Address: 600 BISCAYNE LLC 1200 BRICKELL AVE STE 1840 MIAMI FL 33131- Property Information: Primary Zone: 6401 CENTRAL BUSINESS DISTRICT CLUC: 0081 VACANT LAND BedslBaths: 0/0 Floors: 0 Living Units: Ad} Sq Footage: 0 Lot Size: 13,500 SQ FT Year Built: 0 Legal Description: MIAMI NORTH SUB OF BLK 60 PB 1-185 LOTS 7 THRU 9 LESS W17.5FT OF LOT 7 FOR RAW LOT SIZE 13500 SQFT OR 17780-1685 0997 2 (2) COC 23054-0878 02 2005 2 Sale Information: Sale OIR: 23054-0878 Sale Date: 2/2005 Sale Amount: $26,000,000 Assessment Information: Year: 2004 2003 Land Value: $2,025,000 $1,620,000 Building Value: $0 $2,025,000 $0 $1,620,000 $1,620,000 Market Value: Assessed Value: $2,025,000 Total Exemptions: $0 $0 Taxable Value: $2,025,000 $1,620,000 Aerial Photography -AirPhoto USA 2004 0 112 ft We appreciate your feedback, please take a minute to complete our survey. My Home I Property information !Property Taxes 1 My Neighborhood [ Property Appraiser Home' Using Our Site 'About [ Phone Directory' Privacy [ Disclaimer If you experience technical difficulties with the Property Information application, please click here to let us know. E-mail your comments, questions and suggestions to Webmaster Web Site O 2002 Miami -Dade County. All rights reserved. eof Leg( http://gisims2.co.miami-dade.fl.us/MyHome/propmap.asp:'app=none&bytool=none&cmd=SE .E... 4/22/2005 Miami -Dade My Home Page 1 of 2 My Home Show Me: !Property Information Search By: !Select Item NText only ` Color Aerial Photography Use for Black & White Summary Details: Folio No.: 01-0106-000-1020 Property: 666 BISCAYNE BLVD Mailing Address: 600 BISCAYNE LLC 1200 BRICKELL AVE MIAMI FL 33131- Property information: Primary Zone: 6401 CENTRAL BUSINESS DISTRICT CLUC: 0065 PARKING LOT Beds/Baths: 010 doors: 0 Living Units: 0 Adj Sq Footage: 0 Lot Size: .,25,486 SQ FT Year Built: 0 Legal Description: MIAMI NORTH PB B-41 LOTS 2 & 3 N105FT LOT 4-5 & 6 LESS W1OFT OF N105FT OF LOT 6 FOR ST BLK 60 LOT SIZE IRREGULAR OR 17519- 4191 0297 1 Sale Information: Sale O/R: 23055-3841 Sale Date: 212005 Sale Amount: $12,000,000 Assessment Information: Year: 2004 - 2003 Land Value: $3,822,900 $2,752,488 Building Value: $35,081 $31,573 Market Value: S3,857,981 $2,784,061 Assessed Value: $3,857,981 $2,784,061 Total Exemptions: $0 $0 Taxable Value: S3,857,981 $2,784,061 Aerial Photography - AirPhoto USA 2004 0 112 ft We appreciate your feedback, please take a minute to complete our survey. My Horne I Property Information I Property Taxes I My Neighborhood I Property Appraiser Home I Using Our Site I About I Phone Directory I Privacy I Disclaimer If you experience technical difficulties with the Property Information application, please click here to let us know. E-mail your comments, questions and suggestions to Webmaster Web Site O 2002 Miami -Dade County. Alt rights reserved. AMH Legg http://gisims2.co.miami-dade.ffus/MyHome/propmap.asp?app=none&bytooI=none&cmd--SELE... 4/22/2005