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Settlement Statement with Indian Creek Lofts LLC a0/7c97%9 - V Settlement Statement Grantee: City of Miami Beach,a Florida municipal corporation 1700 Convention Center Drive,4th Floor,Miami Beach,Florida 33139 Grantor: Indian Creek Lofts LLC,a Florida limited liability company 150 Airport Road,Suite 900,Lakewood,NJ 08701 Property Location: 3003 Indian Creek Drive,Miami Beach,Florida 33140 (See Exhibit A attached) Date: M' i 2 ,2017 Settlement Agent: Suzanne A.Dockerty,P.A. 110 Merrick Way, Suite 3B, Coral Gables,Florida 33134 Grantee Settlement Fees: Title Search Reports and Updates: $ 350.00 Title Insurance Premium($99,200): $ 570.40 Settlement Fee: $ 1,000.00 Clerk of Court Recording Fee: Quit Claim Deed with Easement Agreement: $ 78.00 Documentary Stamp Tax: $ 1.05 Easement Agreement: $ 61.00 Documentary Stamp Tax: $ 1.05 Partial Release of Security Agreement: $ 27.00 (First National Bank of South Miami) Partial Release of Security Agreement: $ 27.00 (The Northern Trust Company) Certified Copies: $ 25.00 Wire Transfer Fee/FedEx: $ 100.00 Total Grantee Settlement Fees: $ 2,240.50 I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all rec-'pts and disbursements made on account of this transaction. Grantee: City of Miami leach,a Flo ' . ' corporation AIM By: -...somb. Print Name/Ti :: Jimm L. Morales, City Manager 1020;63111ftm DIQ �• Vp vs s c .rm a Language for Execution �,�, ... .; �� 1` �, ` 5 12,/ i 7 ,.-rte .. .,. '1f ATTES : �` 'r ye {�F FD. i /i 7 s Granado,CityClerk `v; �' ;�. ��,''`W-ICH CH•2c� 1. %Ism .4` Indian Creek Lofts LLC, a Florida limited liability company By: V `„ Print Name: 5 treht,) t iq (d,G31( Print Title: in @YY►b Q( 2 This instrument was prepared by and after recording should be returned to: Raul J. Aguila, City Attorney City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 A portion of Folio Number: 02-3226-001-1290 (Reserved for Clerk of Court) Easement Agreement This Easement Agreement is made this 25day of NA7 ,2017, 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 Indian Creek Lofts LLC, a Florida limited liability company, whose address is 150 Airport Road, Suite 900, Lakewood, NJ 08701 ("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") legally described as: That Strip of land lying between Indian Creek Drive and Indian Creek, bounded on the Southerly side by the South line of Lot 23, Block 14, OCEAN FRONT PROPERTY, extended westward to Indian Creek and on the Northerly side by the line parallel to and 10 feet North of said Lot 23, extended westward to Indian Creek and on the Easterly side by the Westerly line of Indian Creek Drive, and on the Westerly side by the waters of Indian Creek, as shown on the Amended Plat of OCEAN FRONT PROPERTY of 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. WHEREAS, Company is the owner of that land, situate, lying and being in Miami-Dade County, Florida ("Company's Property") legally described as: Lot 23 and the following portion of Lot 24; from the Northeast corner of Lot 24, continue Southwesterly along the East line of Lot 24, a distance of 40 feet to the Point of Beginning, thence Northwesterly a distance of 97.99 feet to the West line of Lot 24, thence Southwesterly along the West line of Lot 24 a distance of 10 feet, to the Lot line of Lot 23, thence Southeasterly along the North line of Lot 23, to the East line of Lot 23, thence Northeasterly along the East line of Lot 24, to the Point of Beginning, being otherwise described as the South 10 feet of Lot 24, all being of Block 14, of the OCEAN FRONT PROPERTY of the amended Plat 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. WHEREAS, in connection with the conveyance from Company to the City of the City's Property, the City agreed to grant a perpetual, non-exclusive easement for ingress and egress on, in and over the City's Property, with the exact location(s) to be determined at a future date, in connection with any future development of any of the Marine Related Uses, as defined in 1 MIA 185874132v3 Section 3, which uses are anticipated to be developed adjacent to the seawall of the City's Property, specifically for the benefit of Company's Property; WHEREAS, the City has the authority and capacity to grant the perpetual, nonexdusive easement granted herein pursuant to City of Miami Beach Resolution Number 2017-29749; 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/her with respect to any or all matters pertaining to this Easement Agreement. 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. The above recitals are true and correct and are incorporated herein as part of this Easement Agreement. 2. The City does hereby grant to Company, its successors and assigns, a perpetual, non- exclusive easement for ingress, egress, and utilities and including riparian rights 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, for the purpose of allowing Company to obtain authorization from all Federal, State, County and City governmental authorities (including the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida) having jurisdiction over the City's Property and/or the sovereign submerged lands located adjacent thereto (collectively, the "Governmental Approvals"), in connection with the construction, installation, operation, repair, replacement and maintenance of Marine Improvements (as defined in Section 4) in connection with one or more Marine Related Uses, and subject to the terms and conditions set forth herein. 3. As referred to herein, Marine Related Uses which may be developed adjacent to the seawall of the City's Property shall include, but are not limited to, any commercial dockage use, water transportation stops, wet dockage for pleasure craft, kiosks, walkways and decks, the operation of all types of boats, yachts, jet-skis and other 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. Company will have the right to construct, install, operate, repair, replace and maintain, at its sole cost and expense, improvements in connection with any Marine Related Uses (the "Marine Improvements"). All Marine Improvements 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 Improvement: (i) does not interfere with the use of the City's Property for a public purpose; (ii) does not pose a public health, safety or welfare risk; or (iii) does not pose a risk of damage to the improvements at the City's Property, which City improvements may include, but are not limited to the seawall/retaining wall, utilities, or other improvements constructed by the City on the City's Property. Company shall be responsible for the payment of any real estate taxes 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, any taxes levied or assessed upon or 2 MIA 185874132x3 by reason of the Marine Improvements constructed, installed, operated, repaired, replaced and maintained by Company and/or any Marine Related Uses operated by Company. 5. Notwithstanding the City's approval of any Marine Improvements, in its proprietary capacity, Company shall be required to secure all Governmental Approvals which may be required in order to construct, install, operate, repair, replace and maintain the approved Marine Improvements including, without limitation, any such approvals required pursuant to all applicable regulations of the Federal, State, County, City of Miami Beach Code of Ordinances, and any other regulations governing the Marine Related Uses (collectively, "Laws"). The City shall not unreasonably withhold any approval that may be required by Federal, State or County agencies or similar third parties for the construction of any approved Marine Improvements and the City agrees to cooperate with Company and execute any applications and other documents in its capacity as the upland fee owner(including any that require the City to sign as applicant since it is the owner of the upland City Property) that are necessary for Company to apply for and secure the Governmental Approvals. Following completion of any Marine Improvement, Company, at its sole cost and expense, shall have the sole responsibility for repairing and maintaining the Marine Improvement and any surrounding area thereto, including, without limitation, the seawall but only as it relates specifically to any damage or wear and tear occasioned to the seawall as a result of the construction, installation, operation, repair, replacement or maintenance of any Marine Improvements or the Company's operation of the Marine Related Uses. The City, as the Owner of the City's Property, shall continue to be responsible for the ongoing repair and maintenance of the seawall pursuant to all applicable Laws. Company shall provide the same level of maintenance for the Easement Area and Marine Improvements as the City currently provides for similar areas and similar improvements, but at minimum, the Marine Improvements shall be maintained and operated in a safe, clean and orderly manner. 6. Should Company fail to maintain the Easement Area or any Marine Improvements constructed in connection with any Marine Related Uses, or otherwise comply with 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 or City Manager's designee's satisfaction within such thirty-day period if feasible (unless, with respect to any such failure to repair which cannot reasonably be cured within such 30- day period, Company commences such cure within such 30-day period and thereafter diligently prosecutes such cure to completion within no later than 60 days after such written notice), the City may, but without an obligation to do so, undertake Company's obligations hereunder and 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. Subject to the limitations set forth in Section 3, Company shall have the right to access 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 of any of the Marine Related Uses. Upon the City approving a Marine Improvement, 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 on the City's Property for ingress and egress related to the Marine Improvement or Marine Related Uses. 3 MIA 185874132x3 8. 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, such as the installation of a new seawall/retaining wall; or as may be necessary for the health, safety, or welfare of the general public. 9. This Easement Agreement may be modified, amended, or released as to any portion of the Easement Area by a written instrument executed by both parties hereto or their successors or assigns, providing that same has been approved by the City Commission. 10. It is understood and agreed that any City official has the right to enter and investigate the use of the City's Property, to verify compliance with the conditions of this Easement Agreement and any applicable Laws. 11. 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 use of the Easement Area, any Marine Improvements or in connection with any Marine Related Uses, except to the extent any of the foregoing arise from the gross negligence or willful misconduct of any Indemnified Party. 12. Insurance. a. Construction Insurance. Upon approval of the first Marine Improvement by the City, but no later than the date Company secures all required governmental approvals to commence construction, Company shall purchase and thereafter maintain insurance on the City's Property, during construction, as may be requested by the City Manager or his designee, based upon insurance coverages customary for the construction of the approved Marine Improvement, which may include, without limitation, Builder's Risk insurance; Payment and Performance Bond for the value of the construction of the Marine Improvement and Commercial General Liability insurance for the Contractor, reflecting the City as an additional insured (collectively "Construction Insurance"). b. Upon completion of the first approved Marine Improvement, Company shall secure and thereafter maintain, at all times, insurance covering the Easement Area and all completed Marine Improvements, as may be requested by the City Manager or his designee, based upon insurance coverages customary for the completed Marine Improvement, but in any event with the minimum amounts as follows: 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 4 MIA 185874132v3 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 or his designee's reasonable discretion, based upon any change in the type or number of Marine Improvements constructed. 13. 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: Indian Creek Lofts, LLC 150 Airport Road, Suite 900 Lakewood, NJ 08701 Attention: Stephen Werdiger With a copy to: Greenberg Traurig, P.A. 333 Avenue of the Americas, Suite 4100 Miami, Florida 33131 Attention: Ethan Wasserman, Esq. Notices personally delivered, 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. 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.This Easement Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of 5 MIA 185874132v3 the terms and conditions herein, exclusive venue for the enforcement of same shall be Miami-Dade County, Florida. 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, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS EASEMENT AGREEMENT, COMPANYLLC AND THE CITY EPRESSLY Y CIVILVLIIVE ANY LITIGATION IGHTS EITHER PARTY MAY HAVE RELATED TO, OR ARISING OUT OFTO A TRIAL BY JURY ANY , THIS EASEMENT OF 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 easement 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] 6 MIA 185874132v3 n Signed, witnessed, executed and acknowledged this 1'�1 day of ma 2017. Signed, sealed and delivered in the presence of: Indian Creek Lofts LLC, a Florida limited liability company Witnesses: 24,4.! By. Stephen Werdiger, Sole Member and Managing Member Wt�n uGP�n Print me: S lmy al cc r Print Name: STATE OF Ow e <xl ) ) ss: COUNTY OF 6 g-P fh The foregoing instrument was acknowledged before me this day of (1)C 2017 by Stephen Werdiger, as Sole Member and Managing Member, on behalf of Indian Creek Lofts LLC, a Florida limited liability company, who is personally known to mg or who has produced as identification. My Commission Expires: Notary Public, State of Yea ',al MORDECHAI ZEEV KAPLA,N-- Notary Public State of New Jersey My Comm. Expires 07/16/2018 10 Zf 3G1 Sg 7 MIA 185874132v3 Signed, witnessed, executed and acknowledged this 25 day of MArt ,2017. Signed, sealed and delivered in the presence of: City of Miami Beach, a Florida unicipal corp• ation Witness . 5las/i /6" --.01111111111W By: ..�.� Rafael E. Granado, City Clerk Jimmy` Moral:s Print N.• Print Name: City M.)ager /N_- I S (-JcarL Title: Print .4 e: STATE OF FLORIDA ) ss: COUNTY OF MIAMI-DADE ) t� The foregoing instrument was acknowledged before me this D5 day of ,2017 by Jimmy L. Morales , as City Manager , on behatf-of the City of Miami Beach, a Florida municipal corpora 'in, who is personally known to me or who has produced as id.- trfication. 11116. p My Commission Expires: ,•=ry Public, State of londa ,a� r•oy% FERNANDA SILVA 2' MY COMMISSION#FF 155332 wwa -. —, EXPIRES:August 27,2018 !,e of v,go Bonded'Nu Notary Public Underwriters APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Attorney yq, Dote 8 MIA 185874132v3 This instrument was prepared by and after recording should be returned to: Raul J. Aguila, City Attorney City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 A portion of Folio Number: 02-3226-001-1290 (Reserved for Clerk of Court) QUIT-CLAIM DEED AND EASEMENT AGREEMENT THIS QUIT-CLAIM DEED, made as of this day of , 2017 (the Effective Date), by Indian Creek Lofts LLC, a Florida limited liability company, whose address is 150 Airport Road, Suite 900, Lakewood, NJ 08701 ("First Party"), to the City of Miami Beach, 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, First Party 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. 2017-29749. 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 in and to the following desr:ribed land, situate, lying and being in Miami-Dade ' County, Florida, (the "Property") and legally described as follows: That Strip of land lying between Indian Creek Drive and Indian Creek, bounded on the Southerly side by the South line of Lot 23, Block 14, OCEAN FRONT PROPERTY, extended westward to Indian Creek and on the Northerly side by the line parallel to and 10 feet North of said Lot 23, extended westward to Indian Creek and on the Easterly side by the Westerly line of Indian Creek Drive, and on the Westerly side by the waters of Indian Creek, as shown on the Amended Plat of OCEAN FRONT PROPERTY of 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. TO HAVE AND TO HOLD the same together with all the tenements, hereditaments and appurtenances thereunto belonging. 1 MIA 185874132v3 The First Party reserves for itself, its successors and assigns a perpetual, non-exclusive easement of ingress, egress and utilities and including riparian rights upon, over, on, and across the Property, including over and across any .eiwall and/or bulkhead, specifically for the benefit of First Party's property (as defined in the Eas3rnent Agreement), pursuant to the terms and conditions set forth in the Easement Agreement, incorporated herein by reference and attached hereto as Exhibit"A". IN WITNESS WHEREOF, the said First Party has signed and sealed these presents the day and year first above written. Signed, sealed and delivered Indian Creek Lofts LLC, a Florida limited in the presence of: liability company Witnesses: 44/07/ By: f �� Stephen Werdiger, Sole Member and Managing Member (lens N G n Print Namd: sttAn1\4 gal 01 ter Print Name: STATE OF IJ'bJ le( t4 ) ) ss: COUNTY OF 6 can ) The foregoing instrument was acknowledged before me this )1 Sill day of fR4.1 , 2017 by Stephen Werdiger, as the Sole Member and Managing Member, on beha of Indian Creek Lofts LLC, a Florida limited liability company, who is personally known to me or who has produced as identification. 41AAAA^A My Commission Expires: Notary Public, State of Nov ei,lci mORiDECHAI ZEEV KAPLAN Notary Public State of New Jersey My Comm. Expires 07/{5/2015 2 MIA 185874132v3 Exhibit "A" Easement Agreement This Easement Agreement is made this day of , 2017, 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 Indian Creek Lofts LLC, a Florida limited liability company, whose address is 150 Airport Road, Suite 900, Lakewood, NJ 08701 ("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") legally described as: That Strip of land lying between Indian Creek Drive and Indian Creek, bounded on the Southerly side by the South line of Lot 23, Block 14, OCEAN FRONT PROPERTY, extended westward to Indian Creek and on the Northerly side by the line parallel to and 10 feet North of said Lot 23, extended westward to Indian Creek and on the Easterly side by the Westerly line of Indian Creek Drive, and on the Westerly side by the waters of Indian Creek, as shown on the Amended Plat of OCEAN FRONT PROPERTY of 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. WHEREAS, Company is the owner of that land, situate, lying and being in Miami-Dade County, Florida ("Company's Property") legally described as: Lot 23 and the following portion of Lot 24; from the Northeast corner of Lot 24, continue Southwesterly along the East line of Lot 24, a distance of 40 feet to the Point of Beginning, thence Northwesterly a distance of 97.99 feet to the West line of Lot 24, thence Southwesterly along the West line of Lot 24 a distance of 10 feet, to the Lot line of Lot 23, thence Southeasterly along the North line of Lot 23, to the East line of Lot 23, thence Northeasterly along the East line of Lot 24, to the Point of Beginning, being otherwise described as the South 10 feet of Lot 24, all being of Block 14, of the OCEAN FRONT PROPERTY of the amended Plat 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. WHEREAS, in connection with the ;cn✓eyarice from Company to the City of the City's Property, the City agreed to grant a perpetual, non-exclusive easement for ingress and egress on, in and over the City's Property, with the exact location(s) to be determined at a future date, in connection with any future development of any of the Marine Related Uses, as defined in Section 3, which uses are anticipated to be developed adjacent to the seawall of the City's Property, specifically for the benefit of Company's Property; WHEREAS, the City has the authority and capacity to grant the perpetual, nonexclusive easement granted herein pursuant to City of Miami Beach Resolution Number 2017-29749; 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/her with respect to any or all matters pertaining to this Easement Agreement. 3 MIA 185874132v3 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. The above recitals are true and correct and are incorporated herein as part of this Easement Agreement. 2. The City does hereby grant to Company, its successors and assigns, a perpetual, non- exclusive easement for ingress, egress, and utilities and including riparian rights 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, for the purpose of allowing Company to obtain authorization from all Federal, State, County and City governmental authorities (including the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida) having jurisdiction over the City's Property and/or the sovereign submerged lands located adjacent thereto (collectively, the "Governmental Approvals"), in connection with the construction, installation, operation, repair, replacement and maintenance of Marine Improvements (as defined in Section 4) in connection with one or more Marine Related Uses, and subject to the terms and conditions set forth herein. 3. As referred to herein, Marine Related Uses which may be developed adjacent to the seawall of the City's Property shall include, but are not limited to, any commercial dockage use, water transportation stops, wet dockage for pleasure craft, kiosks, walkways and decks, the operation of all types of boats, yachts, jet-skis and other watercraft rental, and other similar improvements and activities associated with the use of the waterway adjacent to the City's ?(operty known as Indian Creek. 4. Company will have the right to construct, install, operate, repair, replace and maintain, at its sole cost and expense, improvements in connection with any Marine Related Uses (the "Marine Improvements"). All Marine Improvements 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 Improvement: (i) does not interfere with the use of the City's Property for a public purpose; (ii) does not pose a public health, safety or welfare risk; or (iii) does not pose a risk of damage to the improvements at the City's Property, which City improvements may include, but are not limited to the seawall/retaining wall, utilities, or other improvements constructed by the City on the City's Property. Company shall be responsible for the payment of any real estate taxes 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, any taxes levied or assessed upon or by reason of the Marine Improvements constructed, installed, operated, repaired, replaced and maintained by Company and/or any Marine Related Uses operated by Company. 5. Notwithstanding the City's approval of any Marine Improvements, in its proprietary capacity, Company shall be required to secure all Governmental Approvals which may be required in order to construct, ;nFtall, operate, repair, replace and maintain the approved Marine Improvements including, without limitation, any such approvals required pursuant to all applicable regulations of the Federal, State, County, City of Miami Beach Code of Ordinances, and any other regulations governing the Marine Related Uses (collectively, "Laws"). The City shall not unreasonably withhold any 4 MIA 185874132v3 approval that may be required by Federal, State or County agencies or similar third parties for the construction of any approved Marine Improvements and the City agrees to cooperate with Company and execute any applications and other documents in its capacity as the upland fee owner (including any that require the City to sign as applicant since it is the owner of the upland City Property) that are necessary for Company to apply for and secure the Governmental Approvals. Following completion of any Marine Improvement, Company, at its sole cost and expense, shall have the sole responsibility for repairing and maintaining the Marine Improvement and any surrounding area thereto, including, without limitation, the seawall but only as it relates specifically to any damage or wear and tear occasioned to the seawall as a result of the construction, installation, operation, repair, replacement or maintenance of any Marine Improvements or the Company's operation of the Marine Related Uses. The City, as the Owner of the City's Property, shall continue to be responsible for the ongoing repair and maintenance of the seawall pursuant to all applicable _iv,s. Company shall provide the same level of maintenance for the Easement Area and Marine Improvements as the City currently provides for similar areas and similar improvements, but at minimum, the Marine Improvements shall be maintained and operated in a safe, clean and orderly manner. 6. Should Company fail to maintain the Easement Area or any Marine Improvements constructed in connection with any Marine Related Uses, or otherwise comply with 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 or City Manager's designee's satisfaction within such thirty-day period if feasible (unless, with respect to any such failure to repair which cannot reasonably be cured within such 30- day period, Company commences such cure within such 30-day period and thereafter diligently prosecutes such cure to completion within no later than 60 days after such written notice), the City may, but without an obligation to do so, undertake Company's obligations hereunder and 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. Subject to the limitations set forth in Section 3, Company shall have the right to access 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 of any of the Marine Related Uses. Upon the City approving a Marine Improvement, the parties shall execute an amendment to this EasellentAgreement, 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 on the City's Property for ingress and egress related to the Marine Improvement or Marine Related Uses. 8. 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, such as the installation of a new seawall/retaining wall; or as may be necessary for the health, safety, or welfare of the general public. 9. This Easement Agreement may be modified, amended, or released as to any portion of the Easement Area by a written instrument executed by both parties hereto or their successors or assigns, providing that same has been approved by the City Commission. 5 MIA 185874132v3 10. It is understood and agreed that any City official has the right to enter and investigate the use of the City's Property, to verify ; mpliance with the conditions of this Easement • Agreement and any applicable Laws. 11. 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 use of the Easement Area, any Marine Improvements or in connection with any Marine Related Uses, except to the extent any of the foregoing arise from the gross negligence or willful misconduct of any Indemnified Party. 12. Insurance. a. Construction Insurance. Upon approval of the first Marine Improvement by the City, but no later than the date Company secures all required governmental approvals to commence construction, Company shall purchase and thereafter maintain insurance on the City's Property, during construction, as may be requested by the City Manager or his designee, based upon insurance coverages customary for the construction of the approved Marine Improvement, which may include, without limitation, Builder's Risk insuran•:e; Payment and Performance Bond for the value of • the construction of the Marine 'niprovement and Commercial General Liability insurance for the Contractor, reflecting the City as an additional insured (collectively "Construction Insurance"). b. Upon completion of the first approved Marine Improvement, Company shall secure and thereafter maintain, at all times, insurance covering the Easement Area and all completed Marine Improvements, as may be requested by the City Manager or his designee, based upon insurance coverages customary for the completed Marine Improvement, but in any event with the minimum amounts as follows: 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 6 MIA 185874132v3 The City reserves the right to modify the insurance requirements, in the City Manager or his designee's reasonable discretion, based upon any change in the type or number of Marine Improvements constructed. 13. 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, rorida 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: Indian Creek Lofts, LLC 150 Airport Road, Suite 900 Lakewood, NJ 08701 Attention: Stephen Werdiger With a copy to: Greenberg Traurig, P.A. 333 Avenue of the Americas, Suite 4100 Miami, Florida 33131 Attention: Ethan Wasserman, Esq. Notices personally delivered, 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. Either party may bring an action, at la N 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. This Easement Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms and conditions herein, exclusive venue for the enforcement of same shall be Miami-Dade County, Florida. 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, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS EASEMENT AGREEMENT, COMPANYLLC 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. 7 MIA 185874132v3 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 easement 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] 8 MIA 185874132v3 Signed,witnessed, executed and acknowledged this 11 day of {'1C1 , 2017. Signed, sealed and delivered in the presence of: Indian Creek Lofts LLC, a Florida limited liability company Witnesses: qttvI4/1 By:Stephen Werdiger, Sole Member and Managing Member Print N e: Sl (1.19 (� I0-11 Print Na e: STATE OF (`j ki 'Rot ) ) ss: COUNTY OF 0 ( Qat(1 ) The foregoing instrument was acknowledged before me this 17 day of MALI , 2017 by Stephen Werdiger, as Sole Member and Managing Member, on behalf of Indian Creek Lofts LLC, a Florida limited liability company, who is personally known to me or who has produced as identification. "ry itlevs" My Commission Expires: Notary ublic, to o MORDECHAI ZEEV KAPLAN Notary Public State of New Jersey My Comm. Expires 07/15/201e 9 MIA 185874132v3 Signed,witnessed, executed and acknowledged this day of , 2017. Signed, sealed and delivered in the presence of: City of Miami Beach, a Florida municipal corporation Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ss: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2017 by , as , on behalf of the City of Miami Beach, a Florida municipal corporation, who is personally known to me or who has produced as identification. My Commission Expires: Notary Public, State of Florida 10 MIA 185874132v3 Closing Affidavit (Grantor) Before me, the undersigned authority,personally appeared the undersigned("Affiant"),who being by me first duly sworn. on oath,depose(s)and say(s)that: 1. Indian Creek Lofts LLC,a Florida limited liability company ("Grantor"),is the owner of and is selling the following described property to City of Miami Beach,a Florida municipal corporation("Grantee"),to wit: That Strip of Iand lying between Indian Creat. Drive and Indian Creek, bounded on the Southerly side by the South line of Lot 23, Block 14, CCF AN FRONT PROPERTY, extended westward to Indian Creek and on the Notherly side by the line parallel to and 10 feet North of said Lot 23, extended westward to Indian Creek and on the Easterly side by the Westerly line of Indian Creek and on the Westerly side by the waters of Indian Creek,as shown on the Amended Plat of OCEAN FRONT PROPERTY of 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. 2. The above described property is free and clear of all liens, taxes, encumbrances and claims of every kind, nature and description of record whatsoever, except for mortgage or mortgages, if any, described in the Deed and except for real estate and personal property taxes for the year 2017,which are not yet due and payable,and any other exceptions shown in the title commitment issued to the City of Miami Beach. 3. There have been no improvements,alterations,or repairs since acquisition by the Grantor to the above described property for which the costs thereof remain unpaid, that there are no claims for labor or material furnished for repairing or improving the same, which remain unpaid since the acquisition by Grantor, and that there are no mechanic's, materialmen's,or laborer's liens since acquisition by Grantoragainst the above described property. 4. To the best of Grantor's knowledge there have been no documents recorded in the Public Records of Miami-Dade County, Florida subsequent to May 4, 2017, which affect title to the Property and Grantor has not entered into any contracts for the sale, disposition or leasing of the Property since said date except as may have been disclosed to SUZANNE A. DOCKERTY, P.A. in writing, and Grantor has no knowledge of any other matter affecting title to the Property subsequent to the date of commitment. 5. The Grantor knows of no violations of Municipal or County Ordinances pertaining to the above described property. No judgment or decree has been entered in any court in th.s ;tate or the United States against said Grantor which remains unsatisfied.There are no persons other than Grantor in posacssion of the above described property. b. There are no matters pending against the Grantor that could give rise to a lien that would attach to the property between the effective date of commitment and the recording of the interest to be insured.Grantor has not and will not execute any instruments that would adversely affect the interest to be insured. 7. Grantor's title to, and possession and enjoyment of, the property have been open,notorious,peaceable and undisturbed, and have never been disputed nor questioned. 8. There are no disputes concerning the boundary lines of the property. 9. Affiant has received no notice of any public hearing regarding assessment for improvements or changes in applicable zoning laws concerning said property within the past ninety(90)days. 10. There are no actions or proceedings now pending in any State or Federal Court to which the Grantor is a party,including but not limited to,proceedings in bankruptcy,receivership or insolvency,nor are there any judgments,bankruptcies,liens or executions of any nature which constitute or could constitute a charge or lien upon said property. 11. To the best of Grantor's knowledge there are no unrecorded easements,claims of easement or rights-of-way affecting all or any portion of the property. File Number 247174-12 DoubleTlmea 12. Grantor understands that Section 1445 of the Interns: c,.evenue Code provides that a Buyer of a United States real property interest must withhold tax if the Grantor is a foreign person.To inform the Grantee that withholding of tax is not required upon purchase of the above described property,Grantor certifies the following: a. Grantor is not a nonresident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate for purposes of United States federal income taxation. b. Grantor's U.S.Taxpayer Identification Number is 81-3833680. c. Grantor's address is: ISO Airport Road,Suite 900,Lakewood,NJ 08701. d. No other persons or entities have an ownership interest in the above described property. Grantor understands the Grantee of the described property intends to rely on the foregoing representations in connection with the United States Foreign Investment in Real Property Tax Act. (FIRPTA). Grantor understands this certification may be disclosed to the Internal Revenue Service by the Grantee and that any false statements contained in this certification may be punished by fine, imprisonment or both. Grantor has the authority to sign this affidavit as either individual Grantor or on behalf of an entity Grantor. Under penalties of perjury,Grantor states that this declaration was carefully read and is true and correct. 13. This affidavit is given for the purpose of clearing any possible question or objection to the title to the above referenced property and, for the purpose of inducing SUZANNE A. DOCKERTY, P.A. and Old Republic National Title Insurance Company to issue title insurance on the subject property, with the knowledge that said title companies are relying upon the statements set forth herein.Grantor hereby holds SUZANNE A.DOCKERTY,P.A.and Old Republic National Title Insurance Company harmless and i:';'v Indemnifies same (including but not limited to attorneys'fees, ' whether suit be brought or not, and at trial and all at;pelrate levels, and court costs and other litigation expenses) with respect to the matters set forth herein."Affiant","Grantor"and"Grantee" include singular or plural as context so requires or admits.Grantor further states that he is familiar with the nature of an oath and with the penalties as provided by the laws of the United States and the State of Florida for falsely swearing to statements made in an instrument of this nature. Grantor further certifies that he has read,or heard read,the full facts of this Affidavit and understands its context. Under penalties of perjury,I declare that I have read the foregoing Affidavit and that the facts stated in it are true. Indian Creek Lofts LLC,a Florida limited liability company By. v Stephen Werdiger,Sole Member and Managing Member State ofji QU Te __ County of The foregoing instrument was swo9.to and subscribed before me this I 1 day of AA 6 2017 by Stephen Werdiger. He kai is personally known to me or[ ]has produced a driver's license as ide tification. [Notary14 - Notary Public Seal] ' Printed Name: 100(d OGh4t 2eev 44010il My Commission Expires: 0-7 ` I c — I S MORDECHAI ZEEV KAPLAN Notary Public State of New Jersey My Comm. Expires 071f52018 Closing Affidavit(Seller).Page 2 File Number 24717442 DoubleTimee LIMITED LIABILITY COMPANY AFFIDAVIT STATE OF Nw 'Rat/ ) COUNTY OF U ct .i \ ) BEFORE ME, the undersigned authority, personally appeared Stephen Werdiger ("Affiant"), who, being first by me duly sworn,depose and say: 1. THAT Affiant is the Sole Member and Managing Member of Indian Creek Lofts LLC, a Florida limited liability company(the"Company"). 2. THAT, as of the date of this Affidavit, the Company is active and in good standing under the laws of the State of Florida. 3. THAT the Company has full power and authority to sign and deliver to The City of Miami Beach (the "Grantee") on behalf of the Company, all documentation required by the Grantee in connection with the conveyance to the Company, including without limitation a Quit Claim Deed, Easement Agreement, Closing Affidavit, Settlement Statement (collectively, the"Conveyance Documents. 4. THAT the conveyance is in furtherance of the Company's business and consistent with the Company's constituent documents. 5. THAT the Company is member managed and the officers authorized to bind the Company and their respective titles are set forth on Exhibit A hereto. 6. THAT neither the Company, nor any officer authorized to execute the Conveyance Documents, have ever been the subject of a bankruptcy proceeding. 7. THAT the Company is not one of a family or group of entities. 8. THAT the Grantee, Old Republic Title Insurance Company ("Title Company") and Suzanne A. Dockerty, P.A. as agent for Title Company, shall be fully protected in relying on this Affidavit, and shall be indemnified for any claims, expenses,or loss resulting from the honoring of any signature hereby certified, or refusing to honor any signature not so certified. Affiants further state that they are familiar with the nature of an oath and what the penalties provided by the laws of the State of Florida are for falsely swearing to statements made in an instrument of this nature, and Affiants further certify that they have read, or have heard read to them, the full facts of this Affidavit and understand its contents. [NO FURTHER TEXT/SIGNATURE PAGE FOLLOWS] By: 4- ------- Stephen Werdiger SWORN and SUBSCRIBED to before me this 11 day of (T)aq , 2017, by Stephen Werdiger who (✓) is personally known to me or ( ) has produced as identification. cithAAA4 L Notary Public, State of lieu QA at Large My Commission Expires: 11 SS 1701 MORDECHAI ZEEV KAPA Notary Public ij State of New Jersey My Comm. Expires 07/15/20fe . D Z436zsg 2 EXHIBIT A NAME TITLE Stephen Werdiger Sole Member and Managing Member This instrument was prepared by and return to: Suzanne A. Dockerty,Esq. Suzanne A. Dockerty,P.A. 110 Merrick Way, 3-B Coral Gables, FL 33134 PARTIAL RELEASE OF MORTGAGE DEED AND SECURITY AGREEMENT AND CONDITIONAL ASSIGNMENT OF RENTS,PROFIT, INCOME AND LEASES KNOW ALL MEN BY THESE PRESENTS: WHEREAS, FIRST NATIONAL BANK OF SOUTH MIAMI, A NATIONAL BANKING ASSOCIATION, whose address is 5750 Sunset Drive, South Miami, Florida 33143 ("the Mortgagee") is the owner and holder of the documents set forth as follows: (i) Mortgage Deed and Security Agreement executed as of October 31, 2016 and recorded in Official Records Book 30293, at Page 1968; (ii) Conditional Assignment of Rents, Profit, Income and Leases executed as of October 31, 2016 and recorded in Official Records Book 30293, at Page 1984; and (iii) UCC Financing Statement recorded in Official Records Book 30293, at Page 1989, all of the Public Records of Miami-Dade County, Florida(collectively the "Loan Documents"). WHEREAS, the said Mortgagor has requested the said Mortgagee to release the premises hereinafter described, being part of said mortgaged premises, from the lien and operation of said Mortgage. NOW, THEREFORE, that the said Mortgagee as well in consideration of the premises as of the sum of TEN DOLLARS ($10.00) to it paid by the said Mortgagor at the time of the execution hereof, the receipt whereof is hereby acknowledged, does remise, release, quit-claim, exonerate and discharge from the lien and operation of said Mortgage unto the said Mortgagor and its successors or assigns, all that piece, parcel or tract of land, being a part of the premises conveyed by said Mortgage, to-wit: See Exhibit"A" attached hereto for legal description(the"Released Property"). TO HAVE AND TO HOLD the same, with the appurtenances, unto the said Mortgagor and its successors or assigns forever, freed, exonerated and discharged of and from the lien of said Loan Documents, and every part thereof; Provided always, nevertheless, that nothing herein contained shall in anywise impair, alter or diminish the effect, lien or encumbrance of the aforesaid Loan Documents on the remaining part of said mortgaged premises not hereby released therefrom, or any of the rights and remedies of the holder thereof. IN WITNESS WHEREOF,the said Mortgagee has caused these presents to be executed as of this 4th day of May ,2017. Signed,sealed and delivered in FIRST NATIONAL BANK OF SOUTH MIAMI the presence cif a National Banki r• Association By: Print'Nar e: Lore a.OAiz Print Name: Stephen Moynahan Print Name: T nia Osorno Title: Senior Vice President/Chief Lending Officer STATE OF Florida ) ) SS: COUNTY OF Miami-Dade ) The foregoing instrument was acknowledged before me this 4th day of May , 2017, by Stephen Moynahan as Senior Vice President/Chief Lending Officer of FIRST NATIONAL BANK OF SOUTH MIAMI, a National Banking Association, on behalf of the bank. He/She is (x) ersonall known to me or ( ) has produced as ide ' ca on. ••..rAYPue'• TANIAOSORNOtik _... _.... , MY COMMISSION#GG 049047 Notary Public, State of Florida EXPIRES:November 20,2020 Vf,df:F;°" Bonded Thru Notary Public Underwriters Tania Osorno Print Name of Notary Public My commission expires: 11/20/20 EXHIBIT"A" That Strip of land lying between Indian Creek Drive and Indian Creek, bounded on the Southerly side by the South line of Lot 23, Block 14, OCEAN FRONT PROPERTY, extended westward to Indian Creek and on the Northerly side by the line parallel to and 10 feet North of said Lot 23, extended westward to Indian Creek and on the Easterly side by the Westerly line of Indian Creek Drive, and on the Westerly side by the waters of Indian Creek, as shown on the Amended Plat of OCEAN FRONT PROPERTY of 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. A portion of Folio No.:02-3226-001-1290 3 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule A Fund File Number:426656 Effective Date: Agent's File Reference: Premium: May 4,2017 at 11:00 PM 247174-12 I. Policy or Policies to be issued: Proposed Amount of Insurance: OWNER'S: ALTA Owner's Policy(06/17106).(With Florida Modifications) $99,200.00 Proposed Insured:City of Miami Beach,a Florida municipal corporation MORTGAGEE: Proposed Insured: MORTGAGEE: Proposed Insured: 2. The estate or interest in the Land described or referred to in this Commitment is FEE SIMPLE 3. Title to the FEE SIMPLE estate or interest in the Land is at the Effective Date vested in: Indian Creek Lofts LLC,a Florida limited liability c.oial,any 4. The Land referred to in this Commitment is described as follows: That Strip of land lying between Indian Creek Drive and Indian Creek, bounded on the Southerly side by the South line of Lot 23,Block 14,OCEAN FRONT PROPERTY,extended westward to Indian Creek and on the Northerly side by the line parallel to and 10 feet North of said Lot 23,extended westward to Indian Creek and on the Easterly side by the Westerly line of Indian Creek Drive, and on the Westerly side by the waters of Indian Creek, as shown on the Amended Plat of OCEAN FRONT PROPERTY of 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. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY 400 Second Avenue South,Minneapolis,MN 55401,(612)371-1111 Issuing Agent: Agent No.: 2226400 Suzanne A.Dockerty 110 Merrick Way Suite 3-B, Coral Gables,FL 33134 Agent's Signature Suzanne A.Dockerty Form CF6-SCH.-A(rev 12=10)(With Florida Modifications) Page 1 of 4 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule B-I Fund File Number: Agent's File Reference: 426656 247174-12 I. The following are the requirements to be complied with: 1. Payment of the full consideration to,or for the account of,the grantors or mortgagors. 2. Instruments creating the estate or interest to be insured which must be executed, delivered and filed for record: A. Warranty Deed from Indian Creek Lofts LLC,a Florida limited liability company,to the proposed insured purchaser(s). 3. Record Partial Release of the mortgage from Coico Investment Company, Inc., a Florida corporation, to Northern Trust Bank of Florida, dated 12:16:1998, and recorded in O.R. Book 18395, Page 4244, as modified in O.R. Book 26033,Page 4320,G.'.: nook 20727,Page 2889 and O.R. Book 27888,Page 4295, Public Records of Miami-Dade County,Florida. 4. Record Partial Release of the mortgage from Indian Creek Lofts LLC,a Florida limited liability company, to First National Bank of South Miami, dated 10:31.;2016,and recorded in O.R. Book 30293, Page 1968, Public Records of Miami-Dade County,Florida. 5. Record Partial Release as to the subject property of the Financing Statement recorded 11'03'2016, in O.R. Book 30293,Page 1989,Public Records of Miami-Dade County,Florida. 6. Recorda Partial Release of the assignment of Rents, Leases and Profits and income recorded 11'03=2016,in O.R. Book 30293,page 1984,Public Records of Miami-Dade County,Florida. 7. Good standing under the State of Florida for Indian Creek Lofts LLC, a Florida limited liability company has been verified as of the certification date of this commitment. Satisfactory evidence must be furnished establishing that Indian Creek Lofts, LIC, a Florida limited liability company remains in good standing under the laws of Florida at date of the insured purchase and sale and/or loan. 8. If the LLC is relying on a Statement of Authority for the execution of instruments to be insured, confirm that the person executing the instruments to be insured has the authority to bind the LLC pursuant to a Statement of Authority granting said person the authority to transfer or enter into other transactions relating to real property held by the LLC. Said Statement of Authority must be filed with the Florida Department of State and a certified copy must be recorded in the official records of the county where the property lies. A determination must also be made that there is no subsequent Statement limiting that person's authority. 9. If there is no Statement of Authority filed with the Florida Department of State and recorded in the official records of the county where the property lies authorizing the person executing the documents in the current transaction,confirm that the person executing the instruments to be insured is identified as a manager of a manager-managed, or a member of a membe. managed limited liability company pursuant to the Articles of Organization or last annual report filed after the year of formation with the Florida Department of State, and that there is no subsequent Statement filed with the Florida Department of State or recorded in the official records of the county where the property lies limiting that manager='member's authority. 10. A determination should be made that the member or manager authorizing the transaction or executing the instruments to be insured is not a debtor in bankruptcy and has not been a debtor in bankruptcy since becoming a member or manager of the limited liability company. If the LLC is a sole member LLC, then a determination should be made that there are no creditors who have acquired or are attempting to acquire control of the LLC by executing on or attaching or seizing the member's interest in the LLC. These determinations may be made by an affidavit of the member executing the instruments to be insured. 11. Where there is knowledge that the information filed with the Florida Department of State is inconsistent with the Operating Agreement of the limited liability company,confirm that the instruments to be insured are executed by a manager or member authorized pursuant to the Operating Agreement. If the regulations or operating agreement are not produced, then all of the members of the limited liability company, or a majority of the members-in-interest per Sec. 605.0102(37), F.S., if the number of the members is Form CF6•Schedule B•I(rev.t JI0) Page 2 of 4 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule B-I (continued) Fund File Number: Agent's File Reference: 426656 247174-12 substantial, must execute an affidavit consenting to the transaction.The affidavit shall establish the names of all of the current members of the limited liability company and their interests. 12. A determination should be made that the limited liability company is not one of a family or group of entities. If the limited liability company is one of a family or group of entities,determine that none of the other entities in this family or group of entities is a debtor in bankruptcy. For these determinations Fund members may rely on an affidavit of the person executing the instruments to be insured. In the event that one or more of the other entities is a debtor in bankruptcy, Fund Underwriting Counsel must approve the transaction before title is insured. 13. A determination should be made that the member or manager authorizing the transaction or executing the instruments to be insured has not become dissociated pursuant to Sec. 605.0302(1 I), F.S. (by filing a statement of dissociation), Secs. 605.0212, 605.0601, or 605.0602, F.S., nor has that person wrongfully caused dissolution of the company. For these determinations Fund members may rely on an affidavit of the person executing the instruments to be insured. 14. A search commencing with the effective date of this commitment must be performed at or shortly prior to the closing of this transaction. If this search reveals a title defect or other objectionable matters, an endorsement will be issued requiring that this defect or objection be cleared on or before closing. 15. Proof of payment of taxes for the year 2016 must be furnished,and any tax certificates issued with respect thereto must be canceled by the clerk of the court. Note:2016 Real Estate Taxes for folio number 02-3226-001-1290 are Due. Form CF6-Schedule B-I continued(rev.1110 t Page 3 of 4 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY COMMITMENT Schedule B-II Fund File Number: Agent's File Reference: 426656 247174-12 H. Schedule B of the Policy or Policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: 1. Defects, liens,encumbrances, adverse claims or other matters, if any,created, first appearing in the Public Records or attaching subsequent to the Effective Date hereof but prior to the date the Proposed Insured acquires for value of record the estate or interest or Mortgage thereon covered by this Commitment. 2.a.General or special taxes and assessments required to be paid in the year 2017 and subsequent years. b.Rights or claims of parties in possession not recorded in the Public Records. c. Any encroachment,encumbrance,violation, •lriation, or adverse circumstance that would be disclosed by an inspection or an accurate and complete laiid si.rvey of the Land and inspection of the Land. d. Easements,or claims of easements,not recorded in the Public Records. e. Any lien or right to a lien, for services,labor or material furnished,imposed by law and not recorded in the Public Records. 3. Any Owner Policy issued pursuant hereto will contain under Schedule B the following exception: Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the Lands insured hereunder, including submerged,filled and artificially exposed lands,and lands accreted to such lands. 4. Any lien provided by County Ordinance or by Chapter 159,F.S.,in favor of any city,town,village or port authority, for unpaid service charges for services by any water systems, sewer systems or gas systems serving the land described herein;and any lien for waste fees in favor of any county or municipality. 5. Any lien or claim of lien for services, labor or materials which may take priority over the estate or interest insured by reason of that certain Notice of Commencement recorded 11'03'2016, under O.R. Book 30293, page 1992,Public Records of Miami-Dade County,Florida. 6. All matters contained on the Plat of MIAMI BEACH IMPROVEMENT COMPANY OCEAN FRONT PROPERTY AMENDED, as recorded in Plat Book 5, Page 7, Public Records of Miami-Dade County, Florida. 7. Any lien provided by County Ordinance or by Chapter 159,F.S., in favor of any city,town,village or port authority, for unpaid service charges for services by any water systems, sewer systems or gas systems serving the land described herein;and any lien for waste fees in favor of any county or municipality. 8. Rights of the United States of America and/or the State of Florida to any portion of said Iand which has been created by artificial means or has accre`c'-.to any such portion as so created. 9. Those portions of the property herein described being artificially filled in land in what was formerly navigable waters, are subject to the right of the United States Government arising by reason of the United States Government control over navigable waters in the interest of navigation and commerce. 10. Perpetual non-exclusive easement of ingress and egress set forth in Easement Agreement between the City of Miami Beach and Indian Creek Lofts LLC, recorded on in O.R. Book ,Page of the Public Records of Miami-Dade County,Florida. 11. Riparian and littoral rights are not insured. Form CF6•SCH-B-II(rev 12'10.1 Page 4 of 4