Quit-Claim Deed and Easement Agreement with R & D Parcel, LLC 01016 -(ns-3y
2O/7-- X97 99
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
Folio Number. 02-3226-001-1961 Reserved for Clerk of Court
QUIT-CLAIM DEED AND EASEMENT AGREEMENT
THIS QUIT-CLAIM DEED, made as of this 2- day of V b(f)t✓ , 2017 (the
Effective Date), by R & D Inlet Parcel, LLC, a Florida limited liability, whose address 1228 Alton
Road, Miami Beach, FL 33139 ("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, 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. 2016-29584.
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 unnumbered tout-lot" lying Westerly of and opposite to Lot 18, Block 34,
Ocean Front Property of the Miami Beach Improvement Company, according to plat
recorded in Plat 5, Page 7, Public Records of Miami-Dade County, Florida, which "out-
lot"constitutes a strip of land on the Easterly shore of Indian Creek lying between Indian
Creek Drive on the East and Indian Creek on the West and between the North and
South lines of said Lot 18 produced Westerly to Indian Creek.
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 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
1
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
in the presence of: R&D Inlet Parcel, LLC, a Florida limited liability
esses:
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41461
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t� Print Name: icUVle5 esn i do
Print Name: 140241,1)
Title: 1
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Print Nae:
STATE OF )
) ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this )- day of
JU112. , 2017 by -.JCu1�leS QeSA I Cay. as Member , on behalf
of R & D Inlet Parcel, LLC, a Florida limited liability, who is personally known to me or who has
produced as identification.
My Commission Expires: Notary ublic, St a of Florida
,0ei: LYNN W.BERNSTEIN
Notary Public-State of Florida 1
( s` ;iii My Comrp.Expires Sep 25,2017
;;Eos`? Commission#FF 057492
2
Exhibit"A"
Easement Agreement
This Easement Agreement is made this_1__day of ��(NI 1. , 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 R & D Inlet Parcel, LLC, a Florida
limited liability,whose address 1228 Alton Road, Miami Beach, FL 33139 ("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 certain unnumbered "out-lot" lying Westerly of and opposite to Lot 18, Block 34,
Ocean Front Property of the Miami Beach Improvement Company, according to plat
recorded in Plat 5, Page 7, Public Records of Miami-Dade County, Florida, which "out-
lot constitutes a strip of land on the Easterly shore of Indian Creek lying between Indian
Creek Drive on the East and Indian Creek on the West and between the North and
South lines of said Lot 18 produced Westerly to Indian Creek.
WHEREAS, in connection with the conveyance from Company to the City of City's
Property, the City agreed to grant a perpetual, non-exclusive easement for ingress and egress
upon, over and across 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, non-exclusive
easement granted herein pursuant to City of Miami Beach Resolution Number 2017-29749; 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/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 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, for the purpose of allowing Company to obtain authorization from 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, in connection with the construction, operation and
maintenance of Marine Improvements (as defined in Section 4) in connection with any
Marine Related Uses and subject to the terms and conditions set forth herein.
3
3. 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. 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 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 on the City's Property, which City improvements
may include, but are not limited to, the seawall/retaining wall, utilities, or other
improvements on the City's Property. 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, any Marine Improvements
constructed, operated or 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 and comply with all governmental
approvals which may be required in order to construct, operate and maintain 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
regulations governing the Marine Related Use (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. Following completion of any Marine Improvements, Company, at its sole
cost and expense, shall have the sole responsibility for repairing and maintaining the
Marine Improvements, including any surrounding area,which may include the seawall or
bulkhead. 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 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
or City Manager's designee's satisfaction, 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 4, 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
Improvements and the legal description of the easement area ("Easement Area"),
4
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.
10. 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. 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 negligence of the Indemnifying Parties, use of the Easement Area or any Marine
Improvements, or in connection with any of the Marine Related Uses.
12. Insurance.
a. Construction Insurance. Upon approval of a Marine Improvement by the City, but no
later than the date Company secures all required governmental approvals to
commence construction, Company shall purchase insurance, 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, 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
5
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 shalt 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 or type of Marine Related Uses.
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: R&D Inlet Parcel, LLC
1228 Alton Road
Miami Beach, FL 33139
With a copy to:
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.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
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
6
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, 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 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]
7
Signed,witnessed, executed and acknowledged this 2 day of e , 2017.
Signed,sealed and delivered
in the presence of: R&D Inlet Parcel LLC,a Florida limited liability
company
1 eases:
0 By:
'2--1464).L( Print Name: a &rr e.5 PC5n l do
P 'nt Name: kt-m(_
D
Title:
w.
Print ame:
STATE OF )
) ss:
COUNTY OF )
The foregoing instrup ent was acknowledged before me this 1. day of
,JCul er , 2017 by Utjy1p as Member. , on behalf
of R & D Inlet Parcel, LLC, a Florida limited liability, who is personally known to me or who has
produced as identification.
f � _
My Commission Expires: Notary P lic, State ' Florida
`1P LYNN W BERNSTEIN
. __ Notary Public-State of Florida
ITt .zri My Comm. Expires Sep 25,2017
"4,8",0,..- Commission # FF 057492
8
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:
Jimmy L. Morales, City Manager
Print Name:
Attest:
Print Name: Rafael E.Granado, Clerk
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
, 2017 by Jimmy L. Morales and Rafael E. Granado, as City Manager and City
Clerk, respectively, 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 5-2017
9
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
Folio No.:02-3226-001-1961 Reserved for Clerk of Court
EASEMENT AGREEMENT
This Easement Agreement is made this_day of J1L4A t , 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 R & D Inlet Parcel, LLC, a Florida
limited liability, whose address 1228 Alton Road, Miami Beach, FL 33139 ("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 certain unnumbered "out-lot" lying Westerly of and opposite to Lot 18, Block 34,
Ocean Front Property of the Miami Beach Improvement Company, according to plat
recorded in Plat 5, Page 7, Public Records of Miami-Dade County, Florida, which "out-
lot"constitutes a strip of land on the Easterly shore of Indian Creek lying between Indian
Creek Drive on the East and Indian Creek on the West and between the North and
South lines of said Lot 18 produced Westerly to Indian Creek.
WHEREAS, in connection with the conveyance from Company to the City of City's
Property, the City agreed to grant a perpetual, non-exclusive easement for ingress and egress
upon, over and across 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, non-exclusive
easement granted herein pursuant to City of Miami Beach Resolution Number 2017-29749;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/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.
1
2. the City does hereby grant to Company, its successors and assigns, a perpetual, non-
exclusive easement for 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, for the purpose of allowing Company to obtain authorization from 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, in connection with the construction, operation and
maintenance of Marine improvements (as defined in Section 4) in connection with any
Marine Related Uses and subject to the terms and conditions set forth herein.
3. 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. 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 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 on the City's Property, which City improvements
may include, but are not limited to, the seawall/retaining wall, utilities, or other
improvements on the City's Property. 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, any Marine improvements
constructed, operated or 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 and comply with all governmental
approvals which may be required in order to construct, operate and maintain 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
regulations governing the Marine Related Use (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. Following completion of any Marine Improvements, Company, at its sole
cost and expense, shall have the sole responsibility for repairing and maintaining the
Marine Improvements, including any surrounding area, which may include the seawall or
bulkhead. 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 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
or City Manager's designee's satisfaction, the City may, but without an obligation to do
2
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 4, 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
Improvements 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.
10. 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. 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 negligence of the Indemnifying Parties, use of the Easement Area or any Marine
Improvements, or in connection with any of the Marine Related Uses.
12. Insurance.
a. Construction Insurance. Upon approval of a Marine Improvement by the City, but no
later than the date Company secures all required governmental approvals to
commence construction, Company shall purchase insurance, 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
3
designee, based upon insurance coverages customary for the completed Marine
Improvement, but in any event, Company shalt 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 or
his designee's reasonable discretion, based upon any change in the type or number of
Marine Improvements constructed or type of Marine Related Uses.
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: R &D Inlet Parcel, LLC
1228 Alton Road
Miami Beach, FL 33139
With a copy to:
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.
4
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
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, 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 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]
5
Signed,witnessed,executed and acknowledged this 2 day of du'1e.. ,2017.
Signed,sealed and delivered
in the presence of: R & D Inlet Parcel, LIC, a Florida limited liability
company
itnesses: \\.\ \\\.,
ka� ► By:
L1/4 ,,,,114- Print Name: 44.4 S PeS n l
-rint Name:
dQr.,. Print Title: Mo►`_zr
Lkn/1 W Be('nrl5+ec
Print Name:
STATE OF FLORIDA )
ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this Z day of
i 1 , 2017 by Vl 0-4.v 3 Resn i as M c m ber
on behalf of R & D Inlet Parcel, LLC, a Florida limited liability company, [ ] who is personally
known to me or[ ]who has produced as iden ' cation. ,
l�
My Commission Expires: Notary ublic, State f Florida
0'. —,�Be,,y LYNN W.BERNSTEIN
' ?+moi�:
,.`,, c Notary Public-State of Florida
iii! My Comm.Expires Sep 25,2017 0
xiir.w Commission#FF 057492 0
6
Signed,witnessed, executed and acknowledged this 9 day of -J ' "'`rZ , 2017.
Signed, sealed and delivered
in the presence of: City of Miami Beach,
a Florida unicipal co ration
Witnesses:
/iii By: 1011111110111711
JimmL. Morale., ity Manager
rbED
Prin v e: ����•"
• Attest: B 14.n
kSoN ��-t,v Rata a. A/9/ 1-7
Print Name: Rafael E. Granado, Clerk S •
•
:INCORP ORATED. '
STATE OF FLORIDA } Y'
COUNTY OF OF MIAMI-DADE } ss:11 � � `
The foregoing instrument was acknowledged before me this AZ day of
��n C , 2017 by Jimmy L. Morales and Rafael E. Granado, as City Manager and City
Clerk, respectively, 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: No ary Public, State of Florida
LILUCARDIIIO
-=°sem• MY COMMISSION#FF 155322
EXPIRES:August 27,2018
Bonded Thru Notary Publ'n UndarHriters
APPROVED AS TO
FORM & LANGUAGE
& FOR EXEUTION
ay.ta Lc-2. V)
City Attorney ( Date
Easement 5-2017 7
Settlement Statement
Grantee: City of Miami Beach,a Florida municipal corporation
1700 Convention Center Drive,4`h Floor,Miami Beach,Florida 33139
Grantor. R&D Inlet Parcel,LLC,a Florida limited liability
1228 Alton Road,Miami Beach,FL 33139
Property Location: 4021 Indian Creek Drive,Miami Beach,Florida 33140(See Exhibit A attached)
Date: t.i.rL. _ ,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: $250.00
Title Insurance Premium($81,600): $469.20
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
Wire Transfer Fee/FedEx: $ 75.00
Total Grantee Settlement Fees: $1,935.30
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 receipts and disbursements made on account of this transaction.
Grantee:
City of Mia i Beach,a F irida municipal corporation
By: �
Print Name- itle:
: .t,r. gt .t .k,.rm d Language for Execution
ATTEST: mikti
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/titAc_N. , .-s-rut . 3;_10
ilfi
7 V H F 1, Z o I 1 / "i..�/•. ._ r.�
Ra ael E.Granado,City Clerk NCO P ORATED.: * `'
'`
Apt
°''II% , >
R&D Inlet Parcel,LLC,a Florida limited liability
By:
Name: 1r� .n t i .
Title: rel b
2
Exhibit A
That certain unnumbered "out-lot" lying Westerly of and opposite to Lot 18,Block 34,Ocean Front Property of the
Miami Beach Improvement Company,according to plat recorded in Plat 5, Page 7, Public Records of Miami-Dade
County, Florida, which "out-lot" constitutes a strip of land on the Easterly shore of Indian Creek lying between
Indian Creek Drive on the East and Indian Creek on the West and between the North and South lines of said Lot 18
produced Westerly to Indian Creek.
Folio Number:02-3226-001-1961
File Number 247174-17 DoubieTimeo
Form 8263(Rev.12-2014) Page 2
Name(s)shown on your income tax return Identifying number
R&Q INLET PARCEL LLC 82.1513045
Section B.Donated Property Over$5,000(Except Publicly Traded Securities)—Complete this section for one item(or one group of
similar items)for which you claimed a deduction of more than $5,000 per item or group (except contributions of publicly
traded securities reported in Section A). Provide a separate form for each property donated unless it is part of a group of
similar items.An appraisal is generally required for property listed in Section B. See instructions.
EMI Information on Donated Property—To be completed by the taxpayer and/or the appraiser.
4 Check the box that describes the type of property donated:
a ❑ Art'(contribution of$20,000 or more) d ❑ Art*(contribution of less than$20,000) g ❑ Collectibles.. j ❑ Other
b 0 Qualified Conservation Contribution e 0 Other Real Estate h 0 Intellectual Property
c 0 Equipment f 0 Securities i 0 Vehicles
'Art includes paintings,sculptures,watercolors,prints,drawings,ceramics,antiques,decorative arts,textiles,carpets,silver.rare manuscripts,historical memorabilia,and
other similar objects.
"Collectibles include coins,stamps,books,gems,jewelry,sports memorabilia,dolls,etc.,but not art as defined above.
Note.In certain cases,you must attach a qualified appraisal of the property.See instructions.
5 (a) Description of donated property(if you need (b) If tangible property was donated,give a brief summary of the overall (c)Appraised fair
more space,attach a separate statement) physical condition of the property at the time of the gift market value
A See Legal Attached-Folio#02-3226-001.1961 waterfront out-lot strip with deteriorated seawall
B
C
D
(d)Date acquired (e)How acquired by donor (f}Donor's cost or (g)For bargain sales,enter See Instructions
Sat by donor(ma.,yr.) adjusted basis amount received (h}Amodeductiount claimed as a {i}Pate of contribution
n
A
B
C
D
Part II Taxpayer(Donor)Statement—List each item included in Part I above that the appraisal identifies as having
a value of$500 or less.See instructions.
I declare that the following item(s)included in Part I above has to the best of my knowledge and belief an appraised value of not more than$500
(per item).Enter identifying letter from Part I and describe the specific item.See instructions.►
Signature of taxpayer(donor)0- Date►
Part Iii Declaration of Appraiser
I declare that I am not the donor,the donee,a party to the transaction in which the donor acquired the property,employed by,or related to any of the foregoing persons,or
married to any person who is related to any of the foregoing persons.And,if regularly used by the donor,donee,or party to the transaction,I performed the majority of my
appraisals during my tax year for other persons.
Also,I declare that t perform appraisals on a regular basis;and that because of my qualifications as described in the appraisal,I am qualified to make appraisals of the type of property being
valued.I certify that the appraisal fees were not based on a percentage of the appraised property value.Furthermore,I understand that a false or fraudulent overstatement of the property
value as described in the qualified appraisal or this Form 8283 may subject me to the penalty under section 6701(a)(aiding and abetting the understatement of tax liability).In addition,I
understand that I may be subject to a penalty under section 6696A if I know,or reasonably should Mow,that my appraisal is to be used in connection with a return ar claim for refund and a
substantia or gross valuation misstatement results from my appraisal.I affirm that I have not been barred from presenting evidence or testimony by the Office of Professional Responsibility.
Sign
Here Signature► Title► Date>
Business address(including room or suite no.) Identifying number
City or town,state,and ZIP code
Part IV Donee Acknowledgment—To be completed by the charitable organization.
This charitable organization acknowledges that it is a qualified organization under section 170(c)and that it received the donated property as described
in Section B,Part I,above on the following date 0-
Furthermore,this organization affirms that in the event it sells,exchanges,or otherwise disposes of the property described in Section 8,Part I(or any
portion thereof)within 3 years after the date of receipt,it will file Form 8282, Donee Information Return,with the IRS and give the donor a copy of that
form.This acknowledgment does not represent agreement with the claimed fair market value.
Does the organization intend to use the property for an unrelated use? ► 0 Yes 0 No
Name of charitable organization(donee) Employer Identification number
CITY OF MIAMI BEACH,a Municipal orporation of th- State of Florida 59=6000372
Address(number,street,and room or suite (.) City or town,state,and ZIP code
1700 Convention Cent= Drive Miami Beach, Florida 33139
Authorized signature Title APPRO"Ob AS TO
Jimmy L. Morales $ F ► '--Eity Manager
FORAA &.1ANCF��IIACF
& FOR EXCFot3(Rev.12-2014)
;1 S1ZI
rri
City Attorney.I`ll T Date
SCHEDULE TO IRS FORM 8283 (Rev. 12-2014)
R&D INLET PARCEL LLC
LEGAL DESCRIPTION
That certain unnumbered "out-lot" lying Westerly of and opposite to Lot 18, Block 34, Ocean Front
Property of the Miami Beach Improvement Company,according to the Plat thereof recorded in Plat
Book 5, Page 7,of the Public Records of Miami-Dade County, Florida,which"out-lot"constitutes a strip
of land on the Easterly shore of Indian Creek lying between Indian Creek Drive on the East and Indian
Creek on the West and between the North and South lines of said Lot 18 produced Westerly to Indian
Creek.
a/k/a 4021 Indian Creek Dr., Miami Beach,Florida
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
COMMITMENT
Schedule A
Fund File Number 434523
Effective Date: Agent's File Reference: Premium:
March 28,2017 at 11:00 PM 247174-17
I. Policy or Policies to be issued: Proposed Amount of Insurance:
OWNER'S: ALTA Owner's Policy(06/17/06).(With Florida Modifications) $81,600.00
Proposed Insured:City of Miami Beach,a Municipal corporation of the State of Florida
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:
R&D Inlet Parcel,LLC,a Florida limited liability company
4. The Land referred to in this Commitment is described as follows:
That certain unnumbered"out-lot"lying Westerly of and opposite to Lot 18,Block 34,Ocean Front Property of the
Miami Beach Improvement Company,according to plat recorded in Plat 5,Page 7,Public Records of Miami-Dade
County,Florida,which"out-lot"constitutes a strip of land on the Easterly shore of Indian Creek lying between Indian
Creek Drive on the East and Indian Creek on the West and between the North and South lines of said Lot 18 produced
Westerly to Indian Creek.
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
400 Second Avenue South.Minneapolis.MN 55401.(612)371-ll I 1
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-SCM.-A(rcv. 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:
434523
247174-17
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 R&D Inlet Parcel,LLC,a Florida limited liability company to the proposed
insured.
3. Good standing under the State of Florida for R&D Inlet Parcel LLC has been verified as of the
certification date of this commitment. Satisfactory evidence must be furnished establishing that R&D
Inlet Parcel LLC remains in good standing under the laws of Florida at date of the insured purchase and
sale and/or loan.
4. 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 GLC 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.
5. 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 member-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.
6. 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
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.
7. 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.
8. 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.
9. 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(11),F.S.(by filing a
statement of dissociation),Secs.605.0212,605.0601,or 605.0602,F.S.,nor has that person wrongfully
Form CF6-Schedule B-I(rev.12/10)
Page 2 of 4
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
COMMITMENT
Schedule B-I (continued)
Fund File Number. Agent's File Reference:
434523 247174-17
caused dissolution of the company.For these determinations Fund members may rely on an affidavit of the
person executing the instruments to be insured.
10. 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.
11. Closing funds are to be disbursed by or at the direction of the Title Agent identified at bottom of Schedule
A.
12. Title Agent is to record the insured instruments as soon as possible after closing.
13. Affidavit from the owner of the subject property,or some other person having actual knowledge,
establishing that no person other than the owner is in possession.
14. Affidavit from a reliable person must be furnished establishing that more than 90 days has elapsed since the
completion of all improvements for which payment has not been made in full.
15. A survey meeting The Fund's Title Notes requirements must be furnished. If such survey reveals any
encroachments,overlaps,boundary line disputes,or other adverse matters,they will appear as exceptions in
the policy to be issued based upon this commitment.
16. The Company has no liability under this commitment until an endorsement is issued stating the amount of
the proposed policy.No title policy may be issued in an amount greater than$1,000,000.00 without
specific Underwriting approval.
17. The Company has no liability under this commitment for the issuance of a mortgagee policy until an
endorsement is issued stating the name of the proposed insured mortgagee. The Company reserves the
right to make additional requirements,including but not limited to,review of additional documentation
regarding the proposed insured purchaser.
Form CF6-Schedule 13-1 continucd(icy.1211(1)
Page 3 of 4
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
COMMITMENT
Schedule B-II
Fund File Number. Agent's File Reference:
434523 247174-17
II. 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:
I. 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,variation,or adverse circumstance that would be disclosed by
an inspection or an accurate and complete land survey 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&ate of Florida by right of sovereignry 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. All matters contained on the Plat of Amended Map of The Ocean Front Property of the Miami Beach
Improvement Company, as recorded in Plat Book 5, Page 7, Public Records of Miami-Dade County,
Florida.
6. Reservations in favor of the State of Florida,as set forth in Deed No.20413 dated lune 17, 1953 from the
Trustees of the Internal Improvement Fund of the State of Florida,recorded in the Public Records of the
State of Florida
7. Perpetual non-exclusive easement of ingress and egress set forth in the Easement Agreement between the
City of Miami-Beach and R & D Inlet Parcel, LLC, a Florida limited liability company recorded on
, 2017 in O.R. Book , Page , Public Records of Miami-Dade
County,Florida.
8. Rights of the lessees under unrecorded leases.
Form CF6-SCH.-B-I1(rev. 12/10)
Page 4 of 4
Closing Affidavit
(Seller)
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. R& D Inlet Parcel,LLC,a Florida limited liability company("Seller"), is the owner of and is selling the following
described property to City of Miami Beach,a Florida municipal corporation ("Buyer"),to wit:
That certain unnumbered "out-lot"lying Westerly of and opposite to Lot 18,Block 34,Ocean Front
Property of the Miami Beach Improvement Company,according to plat recorded in Plat 5,Page 7,
Public Records of Miami-Dade County, Florida, which "out-lot" constitutes a strip of land on the
Easterly shore of Indian Creek lying between Indian Creek Drive on the East and Indian Creek on
the West and between the North and South lines of said Lot 18 produced Westerly to Indian Creek.
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.
3. There have been no improvements,alterations,or repairs since acquisition by the Seller 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 Seller,and that there are no mechanic's,materialmen's,
or laborer's liens since acquisition by Seller against the above described property.
4. There have been no documents recorded in the Public Records of Miami-Dade County, Florida subsequent to March
28,2017,which affect title to the Property and Seller 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
Seller has no knowledge of any matter affecting title to the Property.
5. The personal property contained in the building on said property,or on the said premises,and which,if any,is being sold
free and clear of all liens, encumbrances, claims and demands whatsoever. The Seller 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 this State or the United States against said Seiler which remains unsatisfied.There are no persons other than
Seller in possession of the above described property.
6. Seller agrees that in the event the current real estate or personal property taxes vary in amount from the figures used in
making the proration used in closing the transfer and conveyance of the above described property to said buyers,then a
new proration and a correct and proper adjustment will be made upon demand.
7. There are no matters pending against the Seller 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. Seller has not and will not execute any
instruments that would adversely affect the interest to be insured.
8. Seller's title to,and possession and enjoyment of,the property have been open,notorious,peaceable and undisturbed,and
have never been disputed nor questioned.
9. There are no disputes concerning the boundary lines of the property,and the operation of any buildings on said property
has been in compliance with the applicable building codes,ordinances and statutes.
10. 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.
11. There are no actions or proceedings now pending in any State or Federal Court to which the Seller 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.
12. There are no unrecorded easements,claims of easement or rights-of-way affecting all or any portion of the property.
File Number.247174-17 DoubloTimee
13. Seller understands that Section 1445 of the Internal Revenue Code provides that a Buyer of a United States real property
interest must withhold tax if the Seller is a foreign person. To inform the Buyer that withholding of tax is not required
upon purchase of the above described property,Seller certifies the following:
a. Seller is not a nonresident alien individual,foreign corporation,foreign partnership,foreign trust or foreign estate for
purposes of United States federal income taxation.
b. Seller's U.S.Taxpayer Identification Number is 82-1513045
c. Seller's address is: 1228 Alton Road,Miami Beach,FL 33139.
d. No other persons or entities have an ownership interest in the above described property.
Seller understands the Buyer 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). Seller understands this certification may be
disclosed to the Internal Revenue Service by the Buyer and that any false statements contained in this certification may be
punished by fine, imprisonment or both. Seller has the authority to sign this affidavit as either individual Seller or on
behalf of an entity Seller. Under penalties of perjury,Seller states that this declaration was carefully read and is true and
correct.
14. 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 tide insurance on the subject property, with the knowledge that said title companies are
relying upon the statements set forth herein. Seller hereby holds SUZANNE A. DOCKERTY,P.A.and Old Republic
National Title Insurance Company harmless and fully indemnifies same(including but not limited to attorneys'fees,
whether suit be brought or not, and at trial and all appellate levels, and court costs and other litigation expenses)with
respect to the matters set forth herein."Affiant","Seller"and"Buyer"include singular or plural as context so requires or
admits. Seller further states that he/she 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_
Seller further certifies that he,she 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.
R&D Inlet Parcel,LLC,a Florida limited liability company
By: \\
Print Name: 'J/Ci,.m`c 'Kes111 ck.
Title: R eKkle3 e r
Closing Affidavit(Seller)-Page 2
File Number.237174-17 DoubleTimeo
State of Ift ('c� l
County of ��,c( Of4,
e
The foreoing instrument was sworn to and subscribed before me this 9- day of April, 2017 by
`kl Cc fl s Rest);c- as µej-nber of R & D Inlet Parcel, LLC, a
Florida limited liability company,on behalf of the corporation. He/she U is personally known to me or[ )has produced a
driver's license as identification.
[Notary Seal] Notary Publi 1- -
Printed Name: on I•Berns- �4"3
t. 2 5 �D)7
a �c'a LYNN W. BERNSTEIN My Commission Expires:
I `�"�'
::-� __ Notary Public -State of Florida
ins My Comm.Expires Sep 25,2017
-%;Fa� o,
Zo?, Commission#FF 057492
•
Closing Affidavit(Seller)-Page 3
File Number.247174-17 DoubteTime•
EXHIBIT A
(Resolution)
LIMITED LIABILITY COMPANY AFFIDAVIT
STATE OF )
COUNTY OF )
BEFORE ME, Ithe undersigned authority, personally appeared
-Arkin e5 Re-snick ("Affiant"),who, being first by me duly sworn, depose
and say:
1. THAT Affiant is the Authorized Manager of R & D Inlet Parcel, LLC, a Florida
limited liability, (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 Affiant 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 by the Company, including without limitation
a Quit Claim Deed, Easement Agreement, Closing Affidavit, Settlement Statement
(collectively, the "Conveyance Documents), as so authorized pursuant to the resolution
attached hereto as Exhibit A.
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 B 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]
R &D Inlet Parcel , C, a Florida limited liability
By: ',
Name: -.1C4.enel 'e.sn i c-k,.
Title: M ern bet—
SWOR41 and SUBSCRIBED,to before me this 2- day of v e , 2017,
by C& Yt e S Qesn t cC as, M Cm her of R & D Inlet
Parcel, LLC, a Florida limited liability. Who (✓) is personally known to me or( ) has produced
as identification.
Notary P blic, Stat of ii-16nid4 at
Large
My Commission Expires:
;=o`�aYP�B; LYNN W BERNSTEIN
♦n:
,�
i , +A Notary Public•State of Florida
;x^91 Fns My Comm. Expires Sep 25,201:
',,;,oFFCommission # FF 057492
2
EXHIBIT B
R& D Inlet Parcel, LLC, a Florida limited liability
Name: Title: Signature:
- ries RocAck Kember