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HomeMy WebLinkAboutEasement Agreement between the CMB and Efekta Institute, Inc. - Folio Number 02-3226-001-0660ZC)1-1 _ �9,q r4 Z This instrument was prepared by: Ricardo J. Dopico, City Attorney City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 After recording should be returned to: Thomas G. Sherman, Esq. Union Title Services, Inc. 90 Almeria Avenue, 1 st Floor Coral Gables, FL 33134 A portion of Folio No.: 02-3226-001-0660 Easement Agreement This Easement Agreement is made this IL1ZLday of kcLq , 2026, by and between the City of Miami Beach, a Florida municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City") and Efekta Institute, Inc., a Delaware corporation, whose address is Two Education Circle, Cambridge, MA 02141 (collectively referred to as the "Company") (the City or Company may be referred to herein individually as a "party" or collectively as "parties"); WHEREAS, the City owns that land, situate, lying and being in Miami -Dade County, Florida ("City's Property"), as more particularly described in the attached Exhibit "A"; and WHEREAS, Company is the owner of that land, situate, lying and being in Miami -Dade County, Florida ("Company's Property"), as more particularly described in the attached Exhibit "B"; and WHEREAS, in connection with the conveyance from Company to the City of City's Property, the City agreed to grant Company a perpetual, non-exclusive easement for ingress and egress upon, over and across the City's Property, in connection with any future development of Marine Related Uses (as defined in Section 3), which uses are anticipated to be developed adjacent to or near the seawall adjacent to the City's Property, specifically for the benefit of Company's Property; and WHEREAS, the City has the authority to grant the perpetual, non-exclusive easement granted herein pursuant to City of Miami Beach Resolution Number 2017-29982; and WHEREAS, the City Manager as referenced in this Easement Agreement shall mean the chief executive officer of the City or such person (the City Manager's designee) as may from time to time be authorized in writing by such administrative official to act for him or her with respect to any or all matters pertaining to the administration of this Easement Agreement, except where such authority has been expressly delegated herein to the City Commission. NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Recitals. The above recitals are true and correct and are incorporated herein as part of this Easement Agreement. 2. Grant of Easement. The City does hereby grant to Company, its successors and assigns, a perpetual, non-exclusive easement for use, ingress and egress upon over, and across the City's Property, including over and across any seawall and/or bulkhead, for the benefit of the Company's Property, as may be required under applicable laws and any governmental authority (including the Board of Trustees of the Internal Improvement Fund of the State of Florida) having jurisdiction over the City's Property or the sovereign lands located adjacent thereto, to construct, operate and maintain Marine Improvements (as defined in Section 4) in connection with Marine Related Uses, and subject to the terms and conditions set forth herein. The easement rights created herein shall be subject to and contingent upon the City's approval of a Marine Improvement which approval shall not be unreasonably withheld. Company shall pay any assessments of any kind levied or assessed upon the City's Property (including ad valorem taxes) by reason of this Easement Agreement including, without limitation, the Marine Improvements constructed, operated or maintained by Company and/or the Marine Related Uses operated by Company. 3. Marine Related Uses. As referred to herein, Marine Related Uses shall include water transportation stops, wet dockage for pleasure craft, kiosks, walkways and decks, the operation of watercraft rental, and other similar improvements and activities associated with the use of the waterway adjacent to the City's Property known as Indian Creek. 4. Marine Improvements. Company will have the right to construct, operate, and maintain, at its sole cost and expense, improvements in connection with any Marine Related Uses (the "Marine Improvements"). All Marine Improvements, including any plans and specifications (the "Approved Plans") for the work related thereto, shall require the City Manager's prior written consent, which consent shall not be unreasonably withheld; provided that: (1) Company is in good standing under the terms of this Easement Agreement (including payment of any invoices issued pursuant to Section 6 herein); and (2) the proposed Marine Improvements: (i) do not unreasonably interfere with the use of the City's Property for a public purpose; (ii) do not pose a public health, safety or welfare risk; or (iii) do not pose a risk of damage to the improvements on the City's Property, which City improvements may include, but are not limited to, the seawall/retaining wall or utilities. 5. Governmental Approvals. Notwithstanding the City's approval of any Marine Improvements, in its proprietary capacity, Company shall secure and comply with all governmental permits and approvals (the "Permits") which may be required in connection with the installation of the approved Marine Improvements including, without limitation, all applicable regulations of the Federal, State, County, City of Miami Beach Code of Ordinances, and any other regulation governing the Marine Related Uses (collectively, "Laws"). The City shall not unreasonably withhold any approval that may be required by Federal, State, City or County agencies or similar third parties for the installation of the approved Marine Improvements. Company shall install the approved Marine Improvements in accordance with the Approved Plans and Permits. Following completion of the Marine Improvements, if any, Company, at its sole cost and expense, shall have the sole responsibility for maintaining, repairing or replacing the Marine Improvements in accordance with the Permits and applicable Laws; and shall further be responsible for reimbursing the City for all costs related to the maintenance and/or repairs to the City's seawall or bulkhead, which may be required as a result of Company's operation of Marine Related Uses or Company's development of any Marine Improvements. So long as the Marine Improvements developed by Company shall remain on the Property, Company shall provide the same level of maintenance for the Easement Area and Marine Improvements contained thereon in the same manner as the City provides for similar areas and improvements. At minimum, the approved Marine Improvements shall be maintained and operated in a safe, clean and orderly manner. 6. Substitute Performance. Should Company fail to maintain the Easement Area or the Marine Improvements contained thereon, or otherwise comply with any of the terms of this Easement Agreement, then, upon receipt of thirty (30) days written notice from the City, and Company's failure to remedy the condition to the City Manager's satisfaction, the City may, but without an obligation to do so, undertake Company's obligations hereunder. Company shall reimburse the City for said expense within thirty (30) days from presentment of the invoice. Any unpaid invoices shall accrue interest at the rate of one percent (1%) per month until paid. 7. Easement Area. Subject to the limitations set forth in Section 4, Company shall have the right to access and use any portion of the City's Property which may be reasonably necessary to grant Company access to the Marine Improvements or in connection with the operation and use of the Marine Related Uses. Upon the City approving a Marine Improvement for Company, the parties shall execute an amendment to this Easement Agreement, attaching a sketch of the Marine Improvement and the legal description of the easement area ("Easement Area"), describing the location of the Marine Improvement and access locations at the City's Property for ingress and egress related to such Marine Improvement or Marine Related Use. 8. Access. Company's right to access the City's Property under this Easement Agreement shall be subject to and contingent upon the City's approval of a Marine Improvement in accordance with Section 4. The City shall not withhold or obstruct Company's access to the Easement Area through the installation of a fence or other similar means; except as may be necessary in connection with any repairs or improvements to the City's Property. City shall provide to Company no less than 30 days advanced notice prior to making any repairs or improvements which may obstruct Company's access to the Easement Area. 9. Amendment. This Easement Agreement may only be modified, amended, or released, by a written instrument executed by both parties hereto or their successors or assigns, and providing that same has been approved by the City Commission. 10. Inspection. It is understood and agreed that any City official has the right to enter and investigate the use of the Property to verify compliance with the conditions of this Easement Agreement or any applicable Laws. 11. Indemnification. Company, its employees, agents, servants, partners, principals or subcontractors (collectively, "Indemnifying Parties") shall indemnify and hold harmless the City, its officers, employees, agents and instrumentalities (collectively, "Indemnified Parties") from any and all liability, losses or damages, including the costs of any suits, attorney's fees and other expenses in connection therewith, including trial and appeals therefrom, which the Indemnified Parties may incur as a result of claims, demands, suits, causes of action, or proceedings of any kind or nature arising out of, relating to, or resulting from the negligent or wrongful act or omission of the Indemnifying Parties, the use of the Easement Area, the construction operation or maintenance of Marine Improvements, or the operation of Marine Related Uses. 12. Insurance. a. Construction Insurance. In connection with the approval of any Marine Improvements by the City, Company shall purchase insurance, as may be requested by the City Manager, based upon insurance coverages customary for the construction of the approved Marine Improvements, which may include, without limitation, Builder's Risk insurance; Payment and Performance Bond for the value of the construction of the Marine Improvements and Commercial General Liability insurance for Company and any contractor, reflecting the City as an additional insured (collectively "Construction Insurance"). b. Upon completion of the initial approved Marine Improvements, Company shall secure and thereafter maintain, at all times, insurance covering the use of the easements, the Easement Area and all completed Marine Improvements, as may be requested by the City Manager, based upon insurance coverages customary for the completed Marine Improvements, but in any event, Company shall maintain the following minimum insurance requirements: 1. Commercial General Liability: $1,000,000 per occurrence; $2,000,000 in the aggregate. 2. Property: Full replacement value for any completed Marine Improvements within the Easement Area. Such insurance policies shall name the City as an additional insured and loss payee thereunder; shall be written by insurance companies licensed to do business in Florida and with general policyholder rating of no less than A- and a financial rating of at least VII; and shall provide for waiver of subrogation. Company shall provide the City with a certificate of insurance evidencing said coverages. Company shall provide the City with written notice of any cancellation of coverage within two (2) days from receipt of any notification of cancellation to: The City of Miami Beach Attention of Risk Manager 1700 Convention Center Drive Miami Beach, Florida 33139 The City reserves the right to modify the insurance requirements, in the City Manager's reasonable discretion, based upon any change in the type or number of Marine Improvements constructed or type of Marine Related Uses. 13. Notices. Any notices required or permitted to be given under this Easement Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the City at: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager With a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Attorney If to Grantee at: Efekta Institute, Inc., a Delaware corporation Two Education Circle Cambridge, MA 02141 Attention: Finance Manager With a copy to: Efekta Institute, Inc., a Delaware corporation Two Education Circle Cambridge, MA 02141 Attention: Legal Department Notices personally delivered or sent by overnight courier, or mailed in accordance with the foregoing shall be deemed given upon receipt. The terms of this Section shall survive the termination of this Easement Agreement. 14. Remedies. Either party may bring an action, at law or in equity, to enforce the terms and conditions of this Easement Agreement against any party or person violating or attempting to violate any provision of this Easement Agreement, either to restrain violations or to recover damages. 15. Governing Law. This Easement Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Easement Agreement shall be Miami -Dade County, Florida. BY ENTERING INTO THIS EASEMENT AGREEMENT, COMPANY AND THE CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS EASEMENT AGREEMENT. 16. Entire Agreement. This Easement Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written. 17. City Representations. City covenants, warrants and represents (i) that City is the fee simple owner of the City's Property and has the right, title and capacity to grant the perpetual easements granted herein, and (ii) there are no lienholders on the City's Property. 18. Easements and Covenants Run with the Land. Each and all of the easements, covenants, obligations and rights granted or created under the terms of this Easement Agreement are appurtenant to the City's Property. The provisions hereof shall run with the land, shall be binding on the parties hereto, their successors and assigns, and shall inure to the benefit of Company's Property. [Signature Pages Follow] Signed, witnessed, executed and acknowledged this 2 i sr day of N A Q� 2026. Signed, sealed and delivered in the presence of: Witnesses: Print Name: In AnIC-n Address: Z i O 2 By: Print Name o-�! �`-'�� fe/i hez.- I Address: R t ((u('C-1' Z-) (r1 ✓ STATE OF COUNTY OF Efekta Institute, Inc., a Delaware corporation ��- By: Print Name: MA R-TViil N 00q (,C President The foregoing instrument was acknowledged before me by means ofA Physical prese�r o line n t ri, on is � day of , 2026 by 4 6 as on behalf of Efekta Institute, Inc., a Delaware core ation,,<who is personally known to me or [ ]who has produced as identification. My Commission Expires: ri JACK A. FERRY "if Notary PublicCOMMONWEALTH OF MASSACHUSETfS My Commission Expires December 03, 2032 Signed, sealed and delivered in the presence of: Witnesses: By: Print Name: IIT A►CAMMO Address:1700 Convention Center Drive Miami Beach, Florida 33139 JUN 17 2026 By. Print Name: (--E.Rw t#jbk Si LVA Address:1700 Convention Center Drive Miami Beach, Florida 33139 JUN 17 2026 STATE OF FLORIDA ) ss: COUNTY OF MIAMI-DADE ) City of Miami Beach, a Florida municipal corporation By: Eric T. Carpen r, P.E., City Manager Attest: JUN 17 2026 By: _/ Rafael E. Ghnado, Clerk �h Tt�e foregoing instrument was acknowledged before me this _1 -7 _ day of I u N F , 2026 by Eric T. Carpenter, as City Manager, and Rafael E. Granado, as City Clerk, of the City of Miami Beach, a Florida municipal corporation, who are personally known to me or who have produced as identification. My Commission Expi WY P(/e,C� Not4 Public, State of Florida W COMMISSION -_ EXPIRES 1-3.2027 SSr;,. ........-** APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Attorney 1A Date EXHIBIT "A" CITY'S PROPERTY Parcel 3 That certain parcel of land bounded on the Northerly side by the Northerly line of Lot 6, of Block 4, as shown on the amended plat of OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, recorded in Plat Book 5, at Pages 7 and 8, of the Public Records of Miami -Dade County, Florida, extended Westerly to the Westerly side of the bulkhead on the Easterly shore of the "Lake", as said "Lake" is shown on said plat; bounded on the Southerly side by the Southerly line of said Lot 6, Block 4, extended Westerly to the Westerly side of the bulkhead on the Easterly shore of said "Lake"; bounded on the Easterly side by Collins Avenue, as said Collins Avenue is shown on said plat; and bounded on the Westerly side by the Westerly side of the bulkhead on the Easterly shore of said "Lake", together with all riparian rights and submerged lands adjacent or appurtenant thereto, excepting that tract bounded on the North by the Northerly line and said Northerly line produced Westerly of said Lot 6, Block 4; bounded on the South by the Southerly line and said Southerly line produced Westerly of said Lot 6; bounded on the East by the Westerly line of Collins Avenue, as said Collins Avenue is shown on said plat; bounded on the West by a line described as follows: Beginning at a point which is 9.5 feet Southerly of the Southerly line of Hotel Place (now 241n Street) and 8.5 feet Westerly of the Westerly line of that portion of Collins Avenue immediately Southerly of said Hotel Place (now 24th Street); thence in a general Northerly direction along a circular curve deflecting to the right, said circular curve being tangent to a line 8.5 feet Westerly of and parallel with the Westerly line of that portion of said Collins Avenue immediately Southerly of said Hotel Place (now 24th Street) and said circular curve having a radius of 275 feet, a central angle of 39 degrees for a distance of 187.19 feet to a point of reverse curve; thence in a general Northerly direction along a circular curve deflecting to the left having a radius of 510 feet for a distance of 387 feet, more or less, to a point on said Northerly Line of said Lot 6, Block 4, produced Westerly. EXHIBIT "B" COMPANY'S PROPERTY Parcel 1: Lot 6, in Block 4, of the OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, according to the plat thereof, recorded in Plat Book 5, at Pages 7 and 8, of the Public Records of Miami -Dade County, Florida. Parcel 2: That certain parcel of land bounded on the Northerly side by the Northerly line of Lot 6, of Block 4, as shown on the amended plat of OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, recorded in Plat Book 5, at Pages 7 and 8, of the Public Records of Miami -Dade County, Florida, extended in an Easterly direction of the high water mark of the Atlantic Ocean; bounded on a Southerly side by the Southerly line of said Lot 6, of Block 4, extended Easterly to the high water mark of the Atlantic Ocean; bounded on the Easterly side by the high water mark of the Atlantic Ocean; and bounded on the Westerly side by the Easterly line of Miami Beach Drive, as said Miami Beach Drive is shown on said amended plat. Parcel 4: That parcel of land bounded on the North by the Northerly Line produced Westerly of Lot 6, of Block 4, of the AMENDED OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY; bounded on the South by the Southerly Line produced Westerly of said Lot 6; bounded on the East by the Easterly line of Collins Avenue; bounded on the West by a line described as follows: Beginning at a point which is 9.5 feet Southerly of the Southerly line of Hotel Place (now 24th Street) and 1.5 feet Easterly of the Easterly line of that portion of said Collins Avenue immediately Southerly of said Hotel Place (now 24th Street); thence in a general Northerly direction along a circular curve deflecting to the right, said circular curve being tangent to a line 1.5 feet Easterly of and parallel with the Easterly line of that portion of said Collins Avenue immediately Southerly of said Hotel Place (now 24th Street), and said circular curve having a radius of 190 feet, a central angle of 39 degrees for a distance of 129.33 feet to a point of reverse curve; thence in a general Northerly direction along a circular curve deflecting to the left having a radius of 595 feet for a distance of 445 feet, more or less, to a point on the said Northerly line of said Lot 6, produced Westerly as said lot, block, property, avenue, and place are shown on the amended plat of the OCEANFRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, recorded in Plat Book 5, Pages 7 and 8, of the Public Records of Miami -Dade County, Florida. This instrument was prepared by and after recording should be returned to: Ricardo Dopico, City Attorney City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 A portion of Folio No.: 02-3226-001-0660 (Reserved for Clerk of Court) QUIT -CLAIM DEED AND EASEMENT AGREEMENT THIS QUIT -CLAIM DEED, made as of this 21 day of H A � , 2026 (the Effective Date), Efekta Institute, Inc., a Delaware corporation, whose address is Two Education Circle, Cambridge, MA 02141 ("First Party"), to the City of Miami Beach, Florida, a Florida municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 ("Second Party"): (Wherever used herein the terms First Party and Second Party shall include singular and plural, heirs, legal representatives, and assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires). WHEREAS, the First Party, as the fee simple owner of the Property, wishes to remise, release, and quitclaim the Property, as more particularly described herein, to Second Party, which Property has an adjoining seawall that is in disrepair, and Second Party is authorized to accept title to the Property and undertake the necessary repairs to such seawall, as authorized pursuant to City of Miami Beach Resolution No. 2017-29982; however, at this time, the Second Party cannot make any warranties or representations as to when the Second Party will fund or authorize such repairs to, or replacement of, the seawall; and WHEREAS, the Property has been encumbered by that certain Ninety -Nine Year Lease, dated December 22, 1947, and recorded in Official Records Book 3067, at Page 518, of the Public Records of Miami -Dade County, Florida (as used herein, the "Public Records") (as amended and restated by that certain Amendment, dated as of January 13, 1999, as evidenced by that certain Memorandum of Lease Amendment, dated August 1999, and recorded on August 18, 1999, under Clerk's File No. 99R-432906, in Official Records Book 18744, Page 4832, of the Public Records, and as otherwise amended and/or assigned, collectively, the "Lease") between First Party, as lessor, and EF Schools, Inc., a Delaware corporation, as lessee ("Lessee"); and WHEREAS, contemporaneously herewith, First Party and Lessee will execute that certain Parcel 3 Removal Amendment to the Lease, removing the Property from the scope of the Lease and thereby terminating Lessee's leasehold interest in the Property. WITNESSETH, that the said First Party, for and in consideration of the sum of Ten Dollars and other good and valuable consideration ($10.00) in hand paid by the said Second Party, the receipt whereof is hereby acknowledged, does hereby remise, release and quit -claim unto the said Second Party forever, all the right, title, interest, claim and demand which the said First Party has, including imposition of association assessments, dues or fees of any kind, whether regular or special, in and to the following described land, situate, lying and being in Miami -Dade County, Florida, (the "Property") and legally described as follows: That certain parcel of land bounded on the Northerly Side by Northerly Line of a Lot 6, Block 4, as shown on the amended plat of THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, according to the plat thereof, recorded in Plat Book 5, at Pages 7 and 8, of the Public Records of Miami -Dade County, Florida, extended Westerly to the Westerly Side of the Bulkhead on the Easterly Shore of the "Lake", as said "Lake" is shown on said plat; bounded on the Southerly Side by the Southerly Line of said Lot 6, Block 4, extended Westerly to the Westerly side of the Bulkhead on the Easterly Shore of said "Lake"; bounded on the Easterly Side by Collins Avenue, as said Collins Avenue is shown on said plat; and bounded on the Westerly Side by the Westerly Side of the Bulkhead on the Easterly Shore of said "Lake", together with all riparian rights and submerged lands adjacent or appurtenant thereto, excepting that tract bounded on the North by the Northerly Line and said Northerly Line produced Westerly of said 2 Lot 6, Block 4; bounded on the South by the Southerly Line and said Southerly Line produced Westerly of said Lot 6; bounded on the East by the Westerly Line of Collins Avenue, as said Collins Avenue is shown on said plat; bounded on the West by a line described as follows: BEGINNING at a point which is 9.5 feet Southerly of the Southerly line of Hotel Place (now 24th Street) and 8.5 feet Westerly of the Westerly Line of that portion of Collins Avenue immediately Southerly of said Hotel Place (now 24th Street); thence in a general Northerly Direction along a circular curve deflecting to the right, said circular curve being tangent to a line 8.5 feet Westerly of and parallel with the Westerly Line of that portion of said Collins Avenue immediately Southerly of said Hotel Place (now 24th Street) and said circular curve having a radius of 275 feet, a central angle of 390 for a distance of 187.19 feet to a point of reverse curve; thence in a General Northerly Direction along a circular curve deflecting to the left having a radius of 510 feet for a distance of 387 feet, more or less, to a point on said Northerly Line of said Lot 6, Block 4, produced Westerly. TO HAVE AND TO HOLD the same together with all the tenements, hereditaments and appurtenances thereunto belonging. The First Party reserves for itself, its successors and assigns a perpetual, non-exclusive easement of use, ingress and egress upon, over, and across the Property, specifically for the benefit of First Party's property (as defined in the Easement Agreement), pursuant to the terms and conditions set forth in the Easement Agreement, incorporated herein by reference and attached hereto as Exhibit "A." [Signature Page Follows] IN WITNESS WHEREOF, the said First Party has signed and sealed these presents the day and year first above written. Signed, sealed and delivered in the presence of: Witnesses: By: 1%' jt/�— Print Name: %CD'fa t -7/ e37a4 Address: -'� E c(u(&,-f 1,� Cj rde CG 'a) .h r. ��P , 17')C 0.21 `rI T i Print Name: Address: I E-o % _ }; yr G : rG-1 L STATE OF COUNTYOF Efekta Institute, Inc., a Delaware corporation By: 10x iLU Print Name: M h V_TV)A N• -jV)Y Lr President The foregoing instrument was acknowledged before me by means of physical presence or online not ri at' thi day of 2026, by , as President of Efekt Institute, Inc., a Delaware corporation, who is personally kn wn to me or [ ]who has produced as identification. My _Commission Expires wdlkw JACK A. FERRY Notary Public COMMONWEALTH OF MASSACHUSETTS My Commission Expires December 03, 2032 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION d - LA Ito& City Attorney Aff Date Exhibit "A" Easement Agreement This Easement Agreement is made this day of , 2026, by and between the City of Miami Beach, a Florida municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City") and Efekta Institute, Inc., a Delaware corporation, whose address is Two Education Circle, Cambridge, MA 02141 (collectively referred to as the "Company") (the City or Company may be referred to herein individually as a "party" or collectively as "parties"); WHEREAS, the City owns that land, situate, lying and being in Miami -Dade County, Florida ("City's Property"), as more particularly described in the attached Exhibit "A"; and WHEREAS, Company is the owner of that land, situate, lying and being in Miami -Dade County, Florida ("Company's Property"), as more particularly described in the attached Exhibit "B"; and WHEREAS, in connection with the conveyance from Company to the City of the City's Property, the City agreed to grant Company a perpetual, non-exclusive easement for ingress and egress upon, over and across the City's Property, in connection with any future development of Marine Related Uses (as defined in Section 3), which uses are anticipated to be developed adjacent to or near the seawall adjacent to the City's Property, specifically for the benefit of Company's Property; WHEREAS, the City has the authority to grant the perpetual, non-exclusive easement granted herein pursuant to City of Miami Beach Resolution Number 2017-29982; and WHEREAS, the City Manager as referenced in this Easement Agreement shall mean the chief executive officer of the City or such person (the City Manager's designee) as may from time to time be authorized in writing by such administrative official to act for him with respect to any or all matters pertaining to the administration of this Easement Agreement, except where such authority has been expressly delegated herein to the City Commission. NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The above recitals are true and correct and are incorporated herein as part of this Easement Agreement. 2. Grant of Easement. The City does hereby grant to Company, its successors and assigns, a perpetual, non-exclusive easement for use, ingress and egress upon, over, and across the City's Property, including over and across any seawall and/or bulkhead, for the benefit of the Company's Property, as may be required under applicable laws and any governmental authority (including the Board of Trustees of the Internal Improvement Fund of the State of Florida) having jurisdiction over the City's Property or the sovereign lands located adjacent thereto, to construct, operate and maintain Marine Improvements (as defined in Section 4) in connection with Marine Related Uses, and subject to the terms and conditions set forth herein. The easement rights created herein shall be subject to and contingent upon the City's approval of a Marine Improvement which approval shall not be unreasonably withheld. Company shall pay any assessments of any kind levied or assessed upon the City's Property (including ad valorem taxes) by reason of this Easement Agreement including, without limitation, the Marine Improvements constructed, operated or maintained by Company and/or the Marine Related Uses operated by Company. Marine Related Uses. As referred to herein, Marine Related Uses shall include water transportation stops, wet dockage for pleasure craft, kiosks, walkways and decks, the operation of watercraft rental, and other similar improvements and activities associated with the use of the waterway adjacent to the City's Property known as Indian Creek. 4. Marine Improvements. Company will have the right to construct, operate, and maintain, at its sole cost and expense, improvements in connection with any Marine Related Uses (the "Marine Improvements"). All Marine Improvements, including any plans and specifications (the "Approved Plans") for the work related thereto, shall require the City Manager's prior written consent, which consent shall not be unreasonably withheld; provided that: (1) Company is in good standing under the terms of this Easement Agreement (including payment of any invoices issued pursuant to Section 6 herein); and (2) the proposed Marine Improvements: (i) do not unreasonably interfere with the use of the City's Property for a public purpose; (ii) do not pose a public health, safety or welfare risk; or (iii) do not pose a risk of damage to the improvements on the City's Property, which City improvements may include, but are not limited to, the seawall/retaining wall or utilities. 5. Governmental Approvals. Notwithstanding the City's approval of any Marine Improvements, in its proprietary capacity, Company shall secure and comply with all governmental permits and approvals (the "Permits") which may be required in connection with the installation of the approved Marine Improvements including, without limitation, all applicable regulations of the Federal, State, County, City of Miami Beach Code of Ordinances, and any other regulation governing the Marine Related Uses (collectively, "Laws"). The City shall not unreasonably withhold any approval that may be required by Federal, State, City or County agencies or similar third parties for the installation of the approved Marine Improvements. Company shall install the approved Marine Improvements in accordance with the Approved Plans and Permits. Following completion of the Marine Improvements, if any, Company, at its sole cost and expense, shall have the sole responsibility for maintaining, repairing or replacing the Marine Improvements in accordance with the Permits and applicable Laws; and shall further be responsible for reimbursing the City for all costs related to the maintenance and/or repairs to the City's seawall or bulkhead, which may be required as a result of Company's operation of Marine Related Uses or Company's development of any Marine Improvements. So long as the Marine Improvements developed by Company shall remain on the Property, Company shall provide the same level of maintenance for the Easement Area and Marine Improvements contained thereon in the same manner as the City provides for similar areas and improvements. At minimum, the approved Marine Improvements shall be maintained and operated in a safe, clean and orderly manner. 6. Substitute Performance. Should Company fail to maintain the Easement Area or the Marine Improvements contained thereon, or otherwise comply with any of the terms of this Easement Agreement, then, upon receipt of thirty (30) days written notice from the City, and Company's failure to remedy the condition to the City Manager's satisfaction, the City may, but without an obligation to do so, undertake Company's obligations hereunder. Company shall reimburse the City for said expense within thirty (30) days IJ from presentment of the invoice. Any unpaid invoices shall accrue interest at the rate of one percent (1%) per month until paid. 7. Easement Area. Subject to the limitations set forth in Section 4, Company shall have the right to access and use any portion of the City's Property which may be reasonably necessary to grant Company access to the Marine Improvements or in connection with the operation and use of the Marine Related Uses. Upon the City approving a Marine Improvement for Company, the parties shall execute an amendment to this Easement Agreement, attaching a sketch of the Marine Improvement and the legal description of the easement area ("Easement Area"), describing the location of the Marine Improvement and access locations at the City's Property for ingress and egress related to such Marine Improvement or Marine Related Use. 8. Access. Company's right to access the City's Property under this Easement Agreement shall be subject to and contingent upon the City's approval of a Marine Improvement in accordance with Section 4. The City shall not withhold or obstruct Company's access to the Easement Area through the installation of a fence or other similar means; except as may be necessary in connection with any repairs or improvements to the City's Property. City shall provide to Company no less than 30 days advanced notice prior to making any repairs or improvements which may obstruct Company's access to the Easement Area. 9. Amendment. This Easement Agreement may only be modified, amended, or released, by a written instrument executed by both parties hereto or their successors or assigns, and providing that same has been approved by the City Commission. 10. Inspection. It is understood and agreed that any City official has the right to enter and investigate the use of the Property to verify compliance with the conditions of this Easement Agreement or any applicable Laws. 11. Indemnification. Company, its employees, agents, servants, partners, principals or subcontractors (collectively, "Indemnifying Parties") shall indemnify and hold harmless the City, its officers, employees, agents and instrumentalities (collectively, "Indemnified Parties") from any and all liability, losses or damages, including the costs of any suits, attorney's fees and other expenses in connection therewith, including trial and appeals therefrom, which the Indemnified Parties may incur as a result of claims, demands, suits, causes of action, or proceedings of any kind or nature arising out of, relating to, or resulting from the negligent or wrongful act or omission of the Indemnifying Parties, the use of the Easement Area, the construction operation or maintenance of Marine Improvements, or the operation of Marine Related Uses. 12. insurance. a. Construction Insurance. In connection with the approval of any Marine Improvements by the City, Company shall purchase insurance, as may be requested by the City Manager, based upon insurance coverages customary for the construction of the approved Marine Improvements, which may include, without limitation, Builder's Risk insurance; Payment and Performance Bond for the value of the construction of the Marine Improvements and Commercial General Liability insurance for Company and any contractor, reflecting the City as an additional insured (collectively "Construction Insurance"). b. Upon completion of the initial approved Marine Improvements, Company shall secure and thereafter maintain, at all times, insurance covering the use of the easements, the Easement Area and all completed Marine Improvements, as may be requested by the City Manager, based upon insurance coverages customary for the completed Marine Improvements, but in any event, Company shall maintain the following minimum insurance requirements: 1. Commercial General Liability: $1,000,000 per occurrence; $2,000,000 in the aggregate. 2. Property: Full replacement value for any completed Marine Improvements within the Easement Area. Such insurance policies shall name the City as an additional insured and loss payee thereunder; shall be written by insurance companies licensed to do business in Florida and with general policyholder rating of no less than A- and a financial rating of at least VII; and shall provide for waiver of subrogation. Company shall provide the City with a certificate of insurance evidencing said coverages. Company shall provide the City with written notice of any cancellation of coverage within two (2) days from receipt of any notification of cancellation to: The City of Miami Beach Attention of Risk Manager 1700 Convention Center Drive Miami Beach, Florida 33139 The City reserves the right to modify the insurance requirements, in the City Manager's reasonable discretion, based upon any change in the type or number of Marine Improvements constructed or type of Marine Related Uses. 13. Notices. Any notices required or permitted to be given under this Easement Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the City at: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager With a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Attorney If to Grantee at: Efekta Institute, Inc., a Delaware corporation Two Education Circle Cambridge, MA 02141 Attention: Finance Manager With a copy to: Efekta Institute, Inc., a Delaware corporation Two Education Circle Cambridge, MA 02141 Attention: Legal Department Notices personally delivered or sent by overnight courier, or mailed in accordance with the foregoing shall be deemed given upon receipt. The terms of this Section shall survive the termination of this Easement Agreement. 14. Remedies. Either party may bring an action, at law or in equity, to enforce the terms and conditions of this Easement Agreement against any party or person violating or attempting to violate any provision of this Easement Agreement, either to restrain violations or to recover damages. 15. Governing Law. This Easement Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Easement Agreement shall be Miami -Dade County, Florida. BY ENTERING INTO THIS EASEMENT AGREEMENT, COMPANY AND THE CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS EASEMENT AGREEMENT. 16. Entire Agreement. This Easement Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written. 17. City Representations. City covenants, warrants and represents (i) that City is the fee simple owner of the City's Property and has the right, title and capacity to grant the perpetual easements granted herein, and (ii) there are no lienholders on the City's Property. 18. Easements and Covenants Run with the Land. Each and all of the easements, covenants, obligations and rights granted or created under the terms of this Easement Agreement are appurtenant to the City's Property. The provisions hereof shall run with the land, shall be binding on the parties hereto, their successors and assigns, and shall inure to the benefit of Company's Property. [Signature Pages Follow] 0 Signed, witnessed, executed and acknowledged this day of 2026. Signed, sealed and delivered in the presence of: Efekta Institute, Inc., a Delaware corporation Witnesses: 0 By: Print Name: President Print Name: Address: By: Print Name: Address: STATE OF ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me by means of [ ] physical presence or [1 online notarization this day of , 2026 by as on behalf of Efekta Institute, Inc., a Delaware corporation, [ J who is personally known to me or [ ]who has produced as identification. My Commission Expires: Notary Public, State of 10 Signed, witnessed, executed and acknowledged this day of 2026. Signed, sealed and delivered in the presence of: City of Miami Beach, a Florida municipal corporation Witnesses: 2A Print Name: Address:1700 Convention Center Drive Miami Beach, Florida 33139 By: Print Name: Address:1700 Convention Center Drive Miami Beach, Florida 33139 STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) By: Eric T. Carpenter, P.E., City Manager Attest: By: -- Rafael E. Granado, Clerk The foregoing instrument was acknowledged before me this __ __ day of , 2026 by Eric T. Carpenter, as City Manager, and Rafael E. Granado, as City Clerk, of the City of Miami Beach, a Florida municipal corporation, who are personally known to me or who have produced as identification. My Commission Expires: Notary Public, State of Florida Quit Claim Deed with Reservation of Easement 2026 11 EXHIBIT "A" CITY'S PROPERTY Parcel 3 That certain parcel of land bounded on the Northerly side by the Northerly line of Lot 6, of Block 4, as shown on the amended plat of OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, recorded in Plat Book 5, at Pages 7 and 8, of the Public Records of Miami -Dade County, Florida, extended Westerly to the Westerly side of the bulkhead on the Easterly shore of the "Lake", as said "Lake" is shown on said plat; bounded on the Southerly side by the Southerly line of said Lot 6, Block 4, extended Westerly to the Westerly side of the bulkhead on the Easterly shore of said "Lake"; bounded on the Easterly side by Collins Avenue, as said Collins Avenue is shown on said plat; and bounded on the Westerly side by the Westerly side of the bulkhead on the Easterly shore of said "Lake", together with all riparian rights and submerged lands adjacent or appurtenant thereto, excepting that tract bounded on the North by the Northerly line and said Northerly line produced Westerly of said Lot 6, Block 4; bounded on the South by the Southerly line and said Southerly line produced Westerly of said Lot 6; bounded on the East by the Westerly line of Collins Avenue, as said Collins Avenue is shown on said plat; bounded on the West by a line described as follows: Beginning at a point which is 9.5 feet Southerly of the Southerly line of Hotel Place (now 24th Street) and 8.5 feet Westerly of the Westerly line of that portion of Collins Avenue immediately Southerly of said Hotel Place (now 24th Street); thence in a general Northerly direction along a circular curve deflecting to the right, said circular curve being tangent to a line 8.5 feet Westerly of and parallel with the Westerly line of that portion of said Collins Avenue immediately Southerly of said Hotel Place (now 24th Street) and said circular curve having a radius of 275 feet, a central angle of 39 degrees for a distance of 187.19 feet to a point of reverse curve; thence in a general Northerly direction along a circular curve deflecting to the left having a radius of 510 feet for a distance of 387 feet, more or less, to a point on said Northerly Line of said Lot 6, Block 4, produced Westerly. 12 EXHIBIT "B" COMPANY'S PROPERTY Parcel 1: Lot 6, in Block 4, of the OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, according to the plat thereof, recorded in Plat Book 5, at Pages 7 and 8, of the Public Records of Miami -Dade County, Florida. Parcel 2: That certain parcel of land bounded on the Northerly side by the Northerly line of Lot 6, of Block 4, as shown on the amended plat of OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, recorded in Plat Book 5, at Pages 7 and 8, of the Public Records of Miami -Dade County, Florida, extended in an Easterly direction of the high water mark of the Atlantic Ocean; bounded on a Southerly side by the Southerly line of said Lot 6, of Block 4, extended Easterly to the high water mark of the Atlantic Ocean; bounded on the Easterly side by the high water mark of the Atlantic Ocean; and bounded on the Westerly side by the Easterly line of Miami Beach Drive, as said Miami Beach Drive is shown on said amended plat. Parcel 4: That parcel of land bounded on the North by the Northerly Line produced Westerly of Lot 6, of Block 4, of the AMENDED OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY; bounded on the South by the Southerly Line produced Westerly of said Lot 6; bounded on the East by the Easterly line of Collins Avenue; bounded on the West by a line described as follows: Beginning at a point which is 9.5 feet Southerly of the Southerly line of Hotel Place (now 241h Street) and 1.5 feet Easterly of the Easterly line of that portion of said Collins Avenue immediately Southerly of said Hotel Place (now 24th Street); thence in a general Northerly direction along a circular curve deflecting to the right, said circular curve being tangent to a line 1.5 feet Easterly of and parallel with the Easterly line of that portion of said Collins Avenue immediately Southerly of said Hotel Place (now 24th Street), and said circular curve having a radius of 190 feet, a central angle of 39 degrees for a distance of 129.33 feet to a point of reverse curve; thence in a general Northerly direction along a circular curve deflecting to the left having a radius of 595 feet for a distance of 445 feet, more or less, to a point on the said Northerly line of said Lot 6, produced Westerly as said lot, block, property, avenue, and place are shown on the amended plat of the OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, recorded in Plat Book 5, Pages 7 and 8, of the Public Records of Miami -Dade County, Florida. 13 RESOLUTION NO. 2017-29982 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING AN AMENDMENT TO THE APPROVAL GRANTED TO THE CITY MANAGER, PURSUANT TO RESOLUTIONS 2016-29584 AND 2017-29749 (AND AS FURTHER AUTHORIZED BY ACTION OF THE CITY COMMISSION ON MAY 17, 20 17), SO THAT THE MANAGER CAN ACCEPT THE TRANSFER TO THE CITY, VIA QUIT CLAIM DEED, EASEMENT AGREEMENT, OR CROSS - EASEMENT AGREEMENT, OF THE LAND ADJACENT TO THE SEAWALL ALONG INDIAN CREEK DRIVE BETWEEN 23RD STREET AND 26T" STREET, SO THAT THE CITY AND THE FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT) MAY EXTEND THE CONSTRUCTION OF A 5.7 NAVD ELEVATION SEAWALL BARRIER WALL, WHICH WOULD IMPROVE STREET DRAINAGE, AND RAISE THE ROAD ELEVATION FOR INDIAN CREEK DRIVE FROM 41ST STREET THROUGH 23RD STREET (EXTENDING THE ORIGINAL AUTHORIZATION BY ADDING THREE ADDITIONAL BLOCKS BETWEEN 26 STREET AND 23RD STREET). WHEREAS, on September 27, 2016, the City Commission adopted Resolution 2016- 29584, which authorized the City Manager to accept the transfer to the City, via quit claim deeds, of approximately 4,000 linear feet of seawall along Indian Creek Drive from the Private Property Owners adjacent to Indian Creek Drive, so that the City and the Florida Department of Transportation (FDOT) may undertake the construction of a 5.7 NAVD elevation seawall barrier wall to improve street drainage and raise the road elevation for Indian Creek Drive between 26" and 4V Streets; and WHEREAS, thereafter, on February 8, 2017, the City Commission adopted Resolution 2017-29749, which authorized the City Manager to accept quit claim deeds with an easement agreement, providing the upland property owners the ability to build a dock, or similar structure, in the future, on the water -ward side of the seawalls; and WHEREAS, on May 17, 2017, the Mayor and City Commission, during the discussion on Item R9N, of the agenda, authorized the City Manager to also allow the city to accept cross - easement agreements, rather than quit claim deeds, in order to complete the seawall project along Indian Creek Drive between 26 h Street and 41st Street; and WHEREAS, the City Manager and Public Works Department would like to extend the above authorizations provided to the City Manager to accept quit claim deeds, deeds with an easement to the upland owner to build a dock, or cross -easement agreements, for the area along Indian Creek Drive between 26"' Street and 23"' Street; and WHEREAS, such authorization would allow the City to construct a 5.7 NAVD elevation seawall barrier wall to improve street drainage and raise the road elevation for Indian Creek Drive through to 23`d Street. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, the Mayor and City Commission, authorize an Amendment to the approval granted to the City Manager, pursuant to Resolutions 2016-29584 and 2017-29749 (and as further authorized by action of the City Commission on May 17, 20917), so that the City Manager can accept the transfer to the City, via quit claim deed, easement agreement, or cross -easement agreement, of the land adjacent to the seawall along Indian Creek Drive between 23rd Street and 26th Street, so that the City and The Florida Department Of Transportation (FDOT) may extend the construction of a 5.7 NAVD elevation seawall barrier wall, which would improve street drainage, and raise the road elevation for Indian Creek Drive from 41st Street through 23rd Street (extending the original authorization by adding three additional blocks between 26 Street and 23rd Street). PASSED AND ADOPTED this X day of September, 2017. ATTEST: Granado, City Clerk EA ....ZZ RIG APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 4City At orney Dote TAAGENDA1201719 - September%Public WorksVesolution Indian creek drive quit claim deeds and easement to 23 street revised 8.17.2017.docx IM MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov PUBLIC WORKS DEPARTMENT Tel: 305-673-7080 , Fax: 305-673-7028 ROUTING COVER LETTER DATE: 06/12/26 SHORT TITLE: 2469 Collins Avenue easement agreement FROM: —)DCN Nn[c lS DEPARTMENT: Public Works CONTACT: Fiorella/Daisy Ext:6007 Routing: avid Martinez, Assistant City Manager Eric T. Carpenter, City Manager -- OTHER (Name): 'M�pV\ wana&o Description: We are committed to providing excellent public service and safety to all who live, work, and play in our vibrant, tropical, historic community.