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Easement Agreement with Capomar Condominium Association, Inc.cgal=g97(/y This Instrument Prepared by and return to: Raul J. Aguila, City Attomey City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 A portion of Folio No.:02-3226-046-0001 SPACE ABOVE THIS LINE FOR PROCESSING DATA SPACE ABOVE THIS LINE FOR PROCESSING DATA Easement Agreement This Easement Agreement ("Agreement") is made this 3) day of October , 2017, by and between CAPOMAR CONDOMINIUM ASSOCIATION, INC., a "Flori'da not for profit corporation, whose address is 2642 Collins Avenue, Miami Beach, Florida 33140 ("Grantor") and City of Miami Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 ("Grantee") (Grantor or the Grantee or may be referred to herein individually as a "party" or collectively as "parties"); WHEREAS, pursuant to Florida Statutes Section 718.111(10), Grantor has authority to enter into this Agreement and to grant a perpetual, non-exclusive easement appurtenant to the real property located in Miami -Dade County, legally described in Exhibit "A" attached hereto (the "Property"): WHEREAS, the Property abuts Indian Creek (the "Waterbody") and includes the area containing a seawall that is adjacent to the Waterbody (the "Seawall Area"); WHEREAS, Grantee is replacing seawalls and elevating roadways along the Waterbody to benefit Grantor and other property owners abutting Indian Creek whose land is subject to inundation during certain tidal events; and WHEREAS, Grantee needs access to and use of the Property in connection with the development of Public Related Uses (As defined in Section 3), which, at minimum, will include the construction of a new seawall ("New Seawall"), as may be upgraded from time to time by Grantee for the protection of the health, safety or welfare of the general public, and the development of a greenspace area and/or other type of walkway for public access and use; and WHEREAS, the scope of work relating to the installation of the New Seawall may include the removal of the surrounding mangroves and therefore will include the restoration of the wetlands, as may be required, in Grantee's reasonable discretion; and 1 WHEREAS, Grantor has agreed to grant a perpetual, non-exclusive access and use easement to Grantee in, on, over, through and across the Property, including riparian rights and public access; and WHEREAS, Grantor requests that Grantee, and Grantee hereby agrees to, demolish the existing seawall and construct, install and maintain a New Seawall; and WHEREAS, the City Manager as referenced in this 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 the administration of this Agreement on behalf of the City, except where such authority has been expressly delegated herein to the City Commission. NOW, THEREFORE, for and in consideration of the mutual covenants, benefits and agreements of the parties and the sum 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 Agreement. 2. Grant of Easement. a. Grantor hereby grants, bargains, sells and conveys to Grantee, its successors and assigns, for use by Grantee, its employees, agents and contractors, and representatives and licensees, a perpetual, non-exclusive access and use easement in, on, over, through and across the Property, legally described in Exhibit "A", in connection with the construction, installation, operation, repair, replacement, upgrade and maintenance of City Improvements (as defined in Section 4) and the operation of Public Related Uses (As defined in Section 3), subject to the terms and conditions set forth herein. The easement rights include rights to the upland interest over the shoreline into the Waterbody, together with all other riparian rights, as may be required under applicable Laws and any governmental authority (including the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida) having jurisdiction over the Property or the sovereign lands located adjacent thereto, to construct, install, repair, replace, upgrade or maintain the New Seawall or any future seawall developments. Additionally, the easement rights shall permit Grantee, its employees, agents and contractors and representatives and licensees to survey, mobilize, excavate, demolish, construct, inspect, store materials and equipment, install utilities, and take all other actions on the Property necessary to develop any City Improvements or operate any Public Related Uses. Public Access Easement. Grantor hereby grants, bargains, sells and conveys to Grantee, its successors and assigns, for use by members of the general public, a perpetual, non-exclusive access and use easement in, on, over, through and across the Property, in connection with the general public's use of any City Improvement or Public Related Uses developed on the Property. 2 3. Public Related Uses. As referred to herein, Public Related Uses shall include, without limitation, a seawall/retaining wall, flood mitigation elements, a greenway, public transportation stops, kiosks, bicycle paths, walkways and decks, parks, playgrounds, lighting or any other use which Grantee, in its reasonable discretion, deems necessary for the protection of the health, safety or welfare of the general public. 4. City improvements. Grantee will have the right to construct, install, operate, repair, replace, upgrade and maintain, at its sole cost and expense, improvements in connection with any Public Related Uses (the "City Improvements"). All City Improvements shall require the Grantor's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that: (1) Grantee is in good standing under the terms of this Agreement; and (2) any proposed Public Related Use or City Improvement will not interfere with the use of any existing improvements constructed by Grantor or pose a public health, safety or welfare risk. 5. Grantee Obligations. Grantee will cause plans and specifications to be prepared for any construction work related to the installation of any City Improvements (collectively the "Work") and obtain any and all governmental permits and approvals required in connection with the Work (the "Permits"). Grantor will approve said plans and specifications (the "Approved Plans"). Grantor shall not unreasonably withhold condition or delay any approval that may be required by Federal, State or County agencies or similar third parties for the construction of any approved City Improvements. Upon completion of the Work, Grantee will accept ownership of any City Improvement, and will assume the sole responsibility to maintain any City Improvement in a good and safe condition and to repair and/or replace same as necessary from time to time, all in accordance with the Permits and any and all federal, state and local laws, rules, ordinances, and regulations (collectively, the "Laws") applicable thereto. Notwithstanding the foregoing, should Grantor develop a dock or any other marine related use or improvement contiguous to the Seawall Area, Grantor will be deemed to have accepted ownership of the New Seawall and will thereafter assume the sole responsibility to maintain the New Seawall in a good and safe condition and to repair and/or replace same as necessary from time to time, all in accordance with the Permits and any and all Laws applicable thereto. 6. Grantee's responsibility with respect to the installation of any approved City Improvements shall include the construction and installation of such City Improvements in accordance with the Approved Plans and Permits and, upon completion of the City Improvements, the repair, replacement and maintenance of the constructed City Improvements;. it being understood and agreed that (i) Grantee makes no warranty regarding the City Improvements, and (ii) Grantor disclaims any and all implied warranties of merchantability and fitness, fitness for a particular purpose, intended use, workmanship or construction respecting the City Improvements imposed by statute, case law or otherwise. 7. Grantor Obtioations. At alt times prior to completion of the Work, Grantor will cooperate and provide support to Grantee in connection with the Work, including, without limitation, by executing, or causing to be executed, within five (5) business days of a request from Grantee, any application or other documentation (in recordable form if necessary) necessary to connection therewith. In furtherance thereof, Grantor hereby grants the Grantee a power of attorney to execute and submit all such applications and 3 documentation required by any governmental authority (including the Board of Trustees of the Internal Improvement Fund of the State of Florida) having jurisdiction over the Property or the sovereign lands, which may be necessary to obtain the Permits and perform the Work in accordance with the Approved Plans. 8. Access. Grantor shall not withhold or obstruct Grantee's access to any City Improvements or Public Related Uses through the installation of a fence or other similar means. 9. Amendment. This Agreement may only be modified, amended, terminated or released, by a recordable instrument executed by both parties hereto or their successors or assigns, and approved by the City Commission. 10. Inspection. It is understood and agreed that any City official has the right to enter and investigate the Property, to verify compliance with the conditions of this Agreement or any applicable Laws. 11. Indemnification. Grantor, and its successors and assigns, agrees to save, defend, indemnify and hold harmless Grantee, its employees, agents and contractors (collectively, "Grantee Indemnified Parties"), from and against any and all Toss, liability, damages, claims, costs, attorneys' fees and expenses (collectively, "Losses"), arising out of or relating to Grantor's negligence or willful misconduct. In consideration for this Agreement, Grantee, its successors and assigns, to the extent allowable, and subject to the limitation on its liability, as set forth in Section 76828, Florida Statutes, as may be amended from time to time, expressly agrees to save, defend, indemnify and hold harmless Grantor, its employees, agents and contractors (collectively, "Grantor Indemnified Parties"), from and against any and all loss, liability, damages, claims, costs, attorneys' fees and expenses (collectively "Losses"), arising out of or relating to the Grantee's negligence or willful misconduct. Additionally, nothing contained in this Agreement shall be deemed a waiver of sovereign immunity by the Grantee. 12. Notices. Any notices required or permitted to be given under this 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 Grantor at: With a copy to: Capomar Condominium Association, Inc. Attention: President 2642 Collins Avenue Miami Beach, Florida 33140 ,4.)d Clodde 600 NW5 , ' -leer SUrTe 5 b `.b o/2 L , Fc , 33112. 4 If to the Grantee at: With a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Attorney 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 Agreement. 13. Remedies. The terms of this Agreement may be enforced by injunctive relief and any other available remedies. In any action at law or in equity between the parties occasioned by a default hereunder, the Prevailing Party shall be entitled to collect its reasonable attorneys' fees actually incurred in the action from the non -prevailing party at trial and all appellate levels. As used herein, the term "Prevailing Party" shall mean the party who receives substantially the relief sought. 14. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. The exclusive venue for any litigation arising out of this Agreement shall be Miami Dade County, Florida. BY ENTERING INTO THIS AGREEMENT, GRANTOR AND GRANTEE EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 15. Entire Agreement. This 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 relating to the subject matter hereof. 16. Grantor Representations. Grantor covenants, warrants and represents (1) that Grantor has the authority to grant the perpetual easement granted herein, and (ii) there are no lienholders on the Property. 17. 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 Agreement are appurtenant to the Property. The provisions of this Agreement shall constitute covenants running with the land, shall be binding upon the parties hereto, their successors and assigns, and shall inure to the benefit of the Grantee, its successors and/or assigns, having or hereinafter acquiring any right title or interest in the Property. 18. Miscellaneous. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The parties to this Agreement have participated in the negotiation of this Agreement and have been represented by legal counsel (or have been afforded the opportunity to do so and have declined). Accordingly, this Agreement shall not be construed more strictly against any one of the parties hereto The paragraph headings in this Agreement are for convenience only, shall in no way define or limit the scope or content of this Agreement, and shall not be considered in any construction or interpretation of this Agreement or any part hereof. With respect to words used in this Agreement, the singular shall include the plural, the plural the singular and use of any gender in this Agreement shall include all genders. Enforcement of the terms and provisions of this Agreement shall be at the reasonable discretion of the aggrieved party, and no waiver of any of the provisions of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted and any such waiver shall only be applicable to the specific instance in which it relates and shall not be deemed to be a continuing or future waiver. The Grantor agrees to execute such further documents as may be reasonably requested by Grantee to carry out the intent and purpose of this Agreement. The invalidation of any one of these covenants or provisions of this Agreement by judgment or court order shall in no way affect any other provisions hereof, which shall remain in full force and effect to the maximum extent possible, consistent with such invalidation. 19. Priority of Easement. This Agreement shall rernain superior in dignity to the lien, provisions, operation and effect of all mortgages teases or other security instruments which may now or hereafter encumber the Property (collectively, "Mortgages"). Upon the request of Grantee, Grantor agrees to secure either a release or subordination agreement in connection with any Mortgages encumbering the Property. [Signature Pages Follow] 6 Signed, witnessed, executed and acknowledged this day of 21b -(T017. Signed, sealed and delivered in the presence of: Capomar Condominium Association, Inc., a Florida not for profit corporation By: Piedra Ricardo, President ) ss: The foregoing instrument was acknowledged before me this / day of 2017 by Piedra Ricardo, as President on behalf of Capomar Condominium Ass•ciation, Inc, a FI riga not for profit corporation, E,Jho is person Ily known to me or [ ] who f has produced , b. .L.J1LL L I ' as identifi ion. 111 I I, Public, St te of Flo a My Commission Expires: 7 LISET SANTANA MY COMMISSION FF 089827 EXPIRES: February 4, 201& Bonded Thru Notary Patio Undenwiters ANMEMPRIMMAAW*).41.4.(70WAMI Signed, witnessed, executed and acknowledged this 31 day ofarz(4C11 , 2017. Signed, sealed and delivered in the presence of: City of Miami Beach, a Florida mu j icipal corpo :tion Li art //v Pri Name: Print Name: STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) ty Manager Attest: Rafael E. Granado, Clerk The foregoing instrument was acknowledged before me this I r day of ober, 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: 8 Notary Public, State of Florida LILIACARDILLO •'0h?'P�a%. �n *_ MY COMMISSION # FE 155322 EXPIRES: August 27, 2018 Bonded 7hru Notary Public Underwriters APPROVED AS TO FORM & LANGUAGE & FOR XEGUTION f0�J1'�7 City Attorney Exhibit "A" Legal Description That strip of land which lies West of Indian Creek Drive and is bounded on the North by the North line of Lot 9, Block 7, Amended Map of Ocean Front Property of the Miami Beach Improvement Company, recorded in Plat Book 5, Page 7, Public Records of Miami -Dade County, Florida, extended Westerly to the waters of Indian Creek and is bounded on the South by a line which is parallel to and is 100 feet South of the North line of the aforesaid Lot 9, and bounded on the East by Indian Creek Drive and on the West by the waters of Indian Creek, Public Records of Miami -Dade County, Florida. 9 Settlement Statement Grantee: City of Miami Beach, a Florida municipal corporation 1700 Convention Center Drive, 4th Floor, Miami Beach, Florida 33139 Grantor: Capomar Condominium Association, Inc., a Florida not for profit corporation CIO J & M Condo Management 9600 NW 25 St., #5-D, Doral, FL 33172 Property Location: 2642 Collins Avenue, Miami Beach, Florida 33140 (See Exhibit A attached) Date: October 31 , 2017 Settlement Agent: Suzanne A. Dockerty, P.A. 110 Merrick Way, Suite 3B, Coral Gables, Florida 33134 Consideration Amount $10.00 Grantee Settlement Fees: Title Search Reports and Updates: (POC $250.00) $ 0 Title Insurance Premium ($173,000): $940.00 Settlement Fee: (POC $250.00) $250.00 Clerk of Court Recording Fee: Quit Claim Deed with Easement Agreement: Documentary Stamp Tax: Easement Agreement: Documentary Stamp Tax: Certified Copies: Wire Transfer Fee/FedEx: Total Grantee Settlement Fees: $ 78.00 $ 1.05 $ 61.00 $ 1.05 $ 25.00 $ 100.00 $1,456.10 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. unicipal corporation Approved as o form an age for Execution By: City Attorney to j3% (%7 Settlement Statement Grantee: City of Miami Beach, a Florida municipal corporation 1700 Convention Center Drive, 4th Floor, Miami Beach, Florida 33139 Grantor: Capomar Condominium Association, Inc., a Florida not for profit corporation C/O J & M Condo Management 9600 NW 25 St., #5-D, Doral, FL 33172 Property Location: 2642 Collins Avenue, Miami Beach, Florida 33140 (See Exhibit A attached) Date: October. 31, 2017 ,2017 Settlement Agent: Suzanne A. Dockerty, P.A. 110 Merrick Way, Suite 3B, Coral (fables, Florida 33134 Consideration Amount $10.00 Grantee Settlement Fees: Title Search Reports and Updates: (POC $250.00) $ 0 Tittle Insurance Premium ($173,000): $940.00 Settlement Fee: (POC $250.00) $250.00 Clerk of Court Recording Fee: Quit Claim Deed with Easement Agreement: Documentary Stamp Tax: Easement Agreement: Documentary Stamp Tax: Certified Copies: Wire Transfer Fee/FedEx: Total Grantee Settlement Fees: 78.00 $ 1.05 $ 61.00 $ 1.05 $ 25.00 $ 100.00 $1,456.10 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 Mi By: Print Na i Beach a . '+aanmicipal corporation ATTEST. itle: Approved as to form and g age for Execution rn)3'('/ Settlement Statement Grantee: City of Miami Beach, a Florida municipal corporation 1700 Convention Center Drive, 4 ` Floor, Miami Beach, Florida 33139 Grantor: Capomar. Condominium Association, Inc., a Florida not for profit corporation C/O J & M Condo Management 9600 NW 25 St., #5-D, Doral, FL 33172 Property Location: 2642 Collins Avenue, Miami Beach, Florida 33140 (See Exhibit A attached) Date: October 31, 2017 , 2017 Settlement Agent: Suzanne A. Dockerty, P.A. 110 Merrick Way, Suite 3B, Coral Gables, Florida 33134 Consideration Amount $10.00 Grantee Settlement Fees: Title Search Reports and Updates: (POC $250.00) $ 0 Title Tnsurance Premium: ($173,000): $940.00 Settlement Fee: (POC $250.00) $250.00 Clerk of Court Recording Fee: Quit Claim Deed with Easement Agreement: Documentary Stamp Tax: Easement Agreement: Documentary Stamp Tax: Certified Copies: Wire Transfer Fee/FedEx: Total Grantee Settlement Fees: $ 78.00 $ 1.05 $ 61.00 $ 1.05 $ 25.00 $ 100.00 $1,456.10 1 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. Beacl ,,a:F ro a. r is al corporation ATTEST: Approved as o forman g ge for Execution )Citttorney Rafael E, Granath:), Ci 7 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. Capomar Condominium Association, Inc., a Florida not for profit corporation ("Grantor"), is the owner of or is authorized by the required number of unit owners for the following described property to City of Miami Beach, a Florida municipal corporation ("Grantee"), to wit: That strip of land which lies West of Indian Creek Drive and is bounded on the North by the North line of Lot 9, Block 7, Amended Map of Ocean Front Property of the Miami Beach Improvement Company, recorded in Plat Book 5, Page 7, Public Records of Miami -Dade County, Florida, extended Westerly to the waters of Indian Creek and is bounded on the South by a line which is parallel to and is 100 feet South of the North line of the aforesaid Lot 9, and bounded on the East by Indian Creek Drive and on the West by the waters of Indian Creek, Public Records of Miami -Dade County, Florida. 20 Grantor is authorized to execute and deliver the Easement Agreement for hte above described property in favor of the City of Miami Beach 3. To the best of affiants knowledge, 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 real estate and personal property taxes for the year 2017, which are not yet due and payable. 4. 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 Grantor against the above described property. 5. There have been no documents recorded by the Grantor in the Public Records of Miami -Dade County, Florida subsequent to August 1, 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 matter affecting title to the Property, 6. 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 this State or the United States against said Grantor which remains unsatisfied. Except for unauthorized persons, there are no persons other than Grantor in possession of the above described property. 7. To the best of its knowledge, 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. 8. 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. 9. To the best of its knowledge, there are no disputes concerning the boundary lines of the property. 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 its knowledge, there are no unrecorded easements, claims of easement or rights-of-way affecting all or any portion of the property. File Number. 247174-25 Double 1meo 12. 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 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", "Grantor" and "Grantee" include singular or plural as context so requires or admits. Grantor 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. Grantor further certifies that he/she has read, or heard read, the full facts of this Affidavit and understands its context. Under penalties of perjury, 1 declare that 1 have read the foregoing Affidavit and that the facts stated in it are true. Capomar Condominium Association, a Florida not for profit corporation By. %te, Piedra Ricardo. President (Corporate Seal) ('/h / The foregoing instrument was sworn to and subscribed before me this , day + f L � � y1G>7. C 2017 by Piedra Ricardo, President of Capomar Condominium Associatio Inc., on beha of the corporation. Who is personally known to me or [ ] has produced a driver's license as identificat'� [Notary Seal] Notary Po Printed N My Cpnthission Expires: USE SANTANA :` MY COMMISSION ff FF 089527 EXPIRES: February 4, 2018 Bonded 7hru Notary Public Under ri;e r Closing Affidavit (Seller) . Page 2 File Number- 247174-25 t3oubteTtmea CORPORATE RESOLUTION OF CAPOMAR CONDOMINIUM ASSOCIATION, INC., A FLORIDA NOT FOR PROFIT CORPORATION The undersigned certifies that at a meeting of all of the directors of Capomar Condominium Association, Inc., a Florida not for profit corporation held on 2017, the following resolution was duly adopted and voted, and it is in full force and effect and has not been rescinded or countermanded as of the date hereof: RESOLVED, that Piedra Ricardo, as President of Capomar Condominium Association, Inc., a Florida not for profit corporation is hereby authorized and directed to execute and deliver any and all such instruments, agreements, deed, and such other documents and take such other action on behalf of Capomar Condominium Association, Inc. as may be necessary or appropriate to close on the conveyance of a portion of 2642 Collins Avenue, Miami Beach, FL 33140 all as described in the Quit Claim Deed and that certain Easement Agreement attached hereto and made a part hereof and to otherwise carry out the transaction contemplated by or to be taken by Capomar Condominium Association, Inc. All documents shall be in such form as is deemed in the best interest of Capomar Condominium Association, Inc. in the opinion of Piedra Ricardo, whose determination thereof shall be conclusive and final. RESOLVED, that (i) Association has obtained approval of the required number of the Condominium Unit owners authorizing the Board of Directors of the Association to convey the Property to the City; (ii) The Property does not constitute all or substantially all of the assets of the Association; (iii) Association is duly organized, validly existing, and in good standing under the laws of the State of Florida; (iv) The conveyance of the Property to the City does not violate any of the terms of the Association's articles of incorporation or bylaws. FURTHER RESOLVED, that the Conveyance described herein does not constitute all or substantially all of the assets of Capomar Condominium Association, Inc. CER1'1hIED TO this day of ,i---2017. Capomar Condominium Association, Inc., a Florida not root corporation By: 1 Print Name: 1 Title: (2 n F ' (!._%t e cf Ai 7-