Quit-Claim Deed and Easement Agreement with R & D Inlet Parcel, LLC 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 eserved for Clerk of Court
QUiT-CLAIM DEED AND EASEMENT AGREEMENT
THIS QUIT-CLAIM DEED, made as of this 2- day of \ J e. , 2017 (the
Effective Date), by R&D Inlet Parcel, LLC, a Florida limited liability,whose address 1228 Mon
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 "out-lot" tying 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
ess ss: j
By:
ritik -t G' Print Name: t`1 e5 Pe '1 tck.
Print Name: �} Mao/tiler6//11) LJ n S�-n Title:
jq//-----
Print Na e:
STATE OF )
) ss:
COUNTY OF
1 The foregoing instrument was acknowledged before me this -9- day of
.Juc e. , 2417 by -.ka ne-S Ie-Sr‘1 ck as ry enlirr" , on behalf
of R& D Inlet Parcel, LIZ, a Florida limited liability,who is personally known to me or who has
produced as identification.
N � —
My Commission Expires: Notary ublic, St, e of Florida
o;;;<Y LYNN W.BERNSTEIN
g-.rt Notary Public-State of Florida
�.
0 � u My Comm.Expires Sep 25.201'
�
4 �:
f; Commission ff 057442
2
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 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, tying 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 tion 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 seawalVretaining 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 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
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 day of J( e ,2017.
Signed,sealed and delivered
in the presence of: R&D Inlet Parcel LLC,a Florida limited liability
company
asses:
By: rr
...top—ms C2-14)`( Print Name: Jarrlet5 45Y}1 c c-
nt Name: nbcr
/ _ .� &. ger6S-te-‘4
Trite: f rt'`,•J
Prim t Name.
l
STATE OF )
) ss:
COUNTY OF )
JThe foregoing instrufnent was acknowledged before me this 2- day of
List e_ , 2017 by J, n1Q c t4 as Meth her- , 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: NotaryP lie, State Florida
e,'• LYNN W BERNSTEIN
1
_11 t: Notary Public-State of Florida P
4 %.„, ;,,1 My Comm.Expires Sep 25.2017 p
4 ',E or..tu':.` -Commission N 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