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Memorandum RE: Indian Creek Flooding Mitigation Project - Closing Package 020/ 7-f2 , 7? ? MIAMI BEACH City of Mlaml Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov OFFICE OF THE CITY ATTORNEY Tel:305-673-7000 Ext 6955 MEMORANDUM Date: March 19, 2019 , To: Rafael E. Granada, City Clerk //�, " From: Gisela Nanson Torres, Senior Assistant City Attorney 0 Ext. 6955/Fax: 305-673-7002/g iselatorres@miamibeachfl.gov Re: Indian Creek Flooding Mitigation Project—Closing Package Property Address: 3120 Collins Ave, Miami Beach, FL 33140 Folio No. 02-3226-001-1350 Dear Clerk, Attached please find the following closing documents in connection with the above referenced transaction: 1. Cover sheet from closing agent; 2. Original Closing Statement; 3. Original title policy; 4. Original Recorded Deed and Easement; and 5. Copy of Closing Affidavit. Best regards, • • 91oefaMandan:Mato MIAMIBEACH Gisela Nanson Torres, Senior Assistant City Attorney Tel:305-673-7000 Ext.6955/aiselatorresna.miamibeachfl.gov k Suzanne A. Dockerty, P.A. ATTORNEY AT LAW I•l E C F I V ED 110 Merrick Way • 1/ U Suite 3-B 17 OCT V 4 Coral Gables, Florida 33134 .. )rl 9: 44 Suzanne A. Dockerty Telerpl( M riliSbIh43S9cw IC:. Telefax (305) 443-9155 September 28, 2017 Gisela Nanson Tones, Senior Assistant City Attorney Office of the City Attorney 1700 Convention Center Drive, Fourth Floor Miami Beach, FL 33139 Our Client File: Our File No. 247174-29 Grantor: Atlantic Princess Condominium Association, Inc. Grantee: City of Miami Beach Property: 3120 Collins Avenue, Miami Beach, FL Dear Gisela: Enclosed are the following documents for the above transaction. 1. Recorded Quit Claim Deed 2. Recorded Easement 3. Partial Release of Mortgage 4. Old Republic National Title Insurance Company Owner's Policy. Please contact me if you have any questions or comments of if I may be of further service to you. p truly yours, dei a'"ernandez,Legal Assistant Su anne A. Dockerty Enclosures: Settlement Statement Grantee: City of Miami Beach, a Florida municipal corporation 1700 Convention Center-Drive,4th Floor,Miami Beach,Florida 33139 Grantor: Atlantic Princess Condominium Association,Inc., a Florida corporation 1430 NW 15 Avenue,Miami, FL 33125 Property Location: 3120 Collins Avenue,Miami Beach,Florida 33140 (See Exhibit A attached) Date: i4uf is/ c22 ,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 Insurance Premium($173;000): $940.00 Settlement Fee: $250.00 Clerk ofCourt Recording Fee: Quit Claim Deed with Easement Agreement: $ 78.00 Documentary Stamp Tax: $ 1.05 Easement Agreement: $ 61:00 Documentary Stamp Tax: . $ 1.05 Partial Release of Mortgage $ 27.00 Certified Copies $ 35.00 ire Transfer Fee/FedEx: $ 100.00 Total Grantee Settlement Fees: $2,853.20 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 Miami :each, a Florid;i,municipal corporation By: \ami \, Print Name/Tit • : Timmy T- Morales. City Manager i ... • -, % to form and Language for Execution ATTEST: � . if 74 ii,a'tau 1 ' ° "' '.I ''' • VBNIED,•Rafael .Granado,City Clerk 1 0)E .... RCH'26 40, - hq. �.d Exhibit A Legal Description That certain strip of land lying to the West of Lots 11 and 12,Block 16, OCEANFRONT PROPERTY of the Miami Beach Improvement Company, as per plat thereof, recorded in Plat Book 5, at Pages 7 and 8 of the Public Records of Miami-Dade County,Florida,which said strip is described as being a strip of land lying between Indian Creek and Indian Creek Drive and between the North lot line of Lot 11 and the South lot line of Lot 12 when said lot lines are projected Westerly to Indian Creek. A.portion of Folio Number 02-3226-040-0001 Settlement Statement Grantee: City of Miami Beach, aFlorida municipal corporation 1700 Convention Center-Drive, 4th Floor,Miami Beach,Florida 33139 Grantor: Atlantic Princess Condominium Association,Inc, a Florida corporation 1430 NW 15 Avenue,Miami,FL 33125 Property Location: 3120 Collins Avenue,Miami Beach, Florida 33140 (See Exhibit A attached) Date: Att31 d8 ,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 Insurance Premium($173,000): $940.00 Settlement Fee: $250.00 Clerk of Court Recording Fee: Quit Claim Deed with Easement Agreement: $ 78.00 Documentary Stamp Tax: $ 1.05 Easement Agreement: $ 61.00 Documentary Stamp Tax: $ 1.05 Partial-Release of Mortgage $ 27.00 Certified Copies $ 35.00 ire Transfer Fee/FedEx: $ 100.00 Total Grantee Settlement Fees: $2,853.20 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. •Beach, a F orida municipal corporation By: Print Nameitle: •11, ,, • u.nager tttt ,1•0: ..• tptl ..Si. to form and Language for Execution ATTE31: �Q': / ✓ 1 0 I g 2A $z\\w/o?P%Q ASE '10 " Rafael E.Granado, CityClerk • ��q'4C H 2`° `` Exhibit A Legal Description That certain strip of land lying to the West of Lots 11 and 12,Block 16,-OCEAN.FRONT PROPERTY of the Miami Beach Improvement Company, as per plat thereof,recorded in Plat Book 5, at Pages 7 and 8 of the Public Records of Miami-Dade County,Florida, which said strip is described as being a strip of land lying between Indian Creek and Indian-Creek Drive and between the North lot line of Lot 11 and the South lot line of Lot 12 when said lot lines are projected Westerly to Indian Creek. A portion of Folio Number 02-3226-040-0001 (American Land Title Association-Owner's Policy Adopted 6/17/2006)(With Florida Modifications) • OWNER'S POLICY OF TITLE INSURANCE OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Florida corporation (the"Company") insures, as of Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title.This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery,fraud,undue influence,duress,incompetency,incapacity,or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered; (iv) failure to perforin those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified,expired,or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law;or (vii)a defective judicial or administrative proceeding. (h) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid. (c) Any encroachment, encumbrance,violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation(including those relating to building and zoning)restricting,regulating,prohibiting,or relating to (a) the occupancy,use,or enjoyment of the Land; (b) the character,dimensions,or location of any improvement erected on the Land; (c) the subdivision of land;or (d) environmental protection if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to the extent of the violation or enforcement referred to in that notice. (Covered Risks continued) In Witness Whereof OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY,has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A,the policy to become valid when countersigned by an authorized signatory of the Company. • • OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stack Company 400 Second Avenue South,Minneapolis,Minnesota 55101 (612)371-1111 '** * * By fAr< ! , �.� Nesrdent * * * Attest ,;: 4 Secretary SERIAL OF6-8501806 FORM OF6(rev.12110)(With Florida Modifications) Page 1 of 5 File Number:247174-29 DoubleTime®7.0.6 (Covered Risks continued) • ' 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land,is recorded in the Public Records,but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part,or from a court order providing an alternative remedy,of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws;or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency,or similar creditors'rights laws by reason of the failure of its recording in the Public Records (i) to be timely,or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks I through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs,attomeys'fees,and expenses incurred in defense of any matter insured against by this Policy,but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy,and the Company will not pay loss or damage,costs,attorneys'fees, or expenses that arise by reason of: I. (a)Any law,ordinance,permit, or governmental regulation (including those relating to building and zoning)restricting,regulating,prohibiting, or relating to CO the occupancy,use,or enjoyment of the Land; (ii)the character,dimensions,or location of any improvement erected on the Land; (iii)the subdivision of land;or (iv)environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b)Any governmental police power.This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risk 6. 2.Rights of eminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3.Defects,liens,encumbrances,adverse claims,or other matters (a)created,suffered,assumed,or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy,but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c)resulting in no loss or damage to the Insured Claimant; (d)attaching or created subsequent to Date of Policy;or (e)resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors'rights laws, that the transaction vesting the Title as shown in Schedule A,is (a)a fraudulent conveyance or fraudulent transfer;or (b)a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1.DEFINITION OF TERMS The following terms when used in this policy mean: • (a)"Amount of Insurance":The amount stated in Schedule A,as may be increased or decreased by endorsement to this policy,increased by Section 8(b),or decreased by Sections 10 and 11 of these Conditions. (b)"Date of Policy":The date designated as"Date of Policy"in Schedule A. (c)"Entity":A corporation,partnership,trust,limited liability company,or other similar legal entity. (d)"Insured":The Insured named in Schedule A. (i)the term"Insured"also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives,or next of kin; (B)successors to an Insured by dissolution,merger,consolidation,distribution,or reorganization; (C)successors to an Insured by its conversion to another kind of Entity; (D)a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1)if the stock,shares,memberships,or other equity interests of the grantee are wholly-owned by the named Insured, (2)if the grantee wholly owns the named Insured, FORM OF6(rev.12110)(With Florida Modifications) Page 2 of 5 (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured,provided the affiliated Entity and the named Insured are both • wholly-owned by the same person or Entity,or (4)if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate • planning purposes. (ii)With regard to (A), (B), (C), and (D)reserving,however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e)"Insured Claimant":An Insured claiming loss or damage. (0 "Knowledge" or"Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets,roads, avenues, alleys, lanes,ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h)"Mortgage": Mortgage, deed of trust,trust deed,or other security instrument,including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge.With respect to Covered Risk 5(d),"Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j)"Title":The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease,or lend if there is a contractual condition requiring the delivery of marketable title. 2.CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured,but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title.This policy shall not continue in force in favor of any purchaser from the Insured of either(i)an estate or interest in the Land,or(ii)an obligation secured by a purchase money Mortgage given to the Insured. 3.NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title,as insured,and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4.PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage,the Company may,at its option,require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state,to the extent possible,the basis of calculating the amount of the loss or damage. 5.DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured,and subject to the options contained in Section 7 of these Conditions,the Company,at its own cost and without unreasonable delay,shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured.This obligation is limited to only those stated causes of action alleging matters insured against by this policy.The Company shall have the right to select counsel of its choice(subject to the right of the Insured to object for reasonable cause)to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel.The Company will not pay any fees, costs,or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b)The Company shall have the right,in addition to the options contained in Section 7 of these Conditions,at its own cost,to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title,as insured,or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy,whether or not it shall be liable to the Insured.The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection,it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy,the Company may pursue the litigation to a final determination by a court of competent jurisdiction,and it expressly reserves the right,in its sole discretion,to appeal any adverse judgment or order. 6.DUTY OF INSURED CLAIMANT TO COOPERATE (a)In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals,the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid(i)in securing evidence,obtaining witnesses,prosecuting or defending the action or proceeding,or effecting settlement,and(ii)in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to fumish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b)The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination,inspection,and copying,at such reasonable times and places as may be designated by the authorized representative of the Company,all records,in whatever medium maintained,including books,ledgers,checks,memoranda,correspondence,reports,e-mails,disks, FORM OF6(rev.12/10)(With Florida Modifications) Page 3 of 5 tapes,;and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any . audiorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine,inspect,and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7.OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION OF LIABILITY In case of a claim under this policy,the Company shall have the following additional options: (a)To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs,attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option,all liability and obligations of the Company to the Insured under this policy,other than to make the payment required in this subsection,shall terminate,including any liability or obligation to defend,prosecute,or continue any litigation. (b)To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i)to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition,the Company will pay any costs,attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay;or (ii)to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy,together with any costs,attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections(b)(i)or(ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend,prosecute,or continue any litigation. 8.DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a)The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i)the Amount of Insurance;or (ii)the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b)If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title,as insured, (i) the Amount of Insurance shall be increased by 10%,and (ii)the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c)In addition to the extent of liability under(a)and(b),the Company will also pay those costs,attorneys'fees,and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9.LIMITATION OF LIABILITY (a)If the Company establishes the Title,or removes the alleged defect, lien,or encumbrance,or cures the lack of a right of access to or from the Land,or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals,it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction,and disposition of all appeals,adverse to the Title,as insured. (c)The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. • 10.REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy,except payments made for costs,attorneys'fees,and expenses,shall reduce the Amount of Insurance by the amount of the payment. 11.LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed,assumed, or taken subject,or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title,and the amount so paid shall be deemed a payment to the Insured under this policy. 12.PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions,the payment shall be made within 30 days. 13.RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a)Whenever the Company shall have settled and paid a claim under this policy,it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies.The Insured Claimant shall permit the Company to sue,compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. FORM OF6(rev.12/10)(With Florida Modifications) Page 4 of 5 If a payment on account of a claim does not fully cover the loss of the Insured Claimant,the Company shall defer the exercise of its right to recover . • until after the Insured Claimant shall have recovered its loss. (b)The Company's right of subrogation includes the rights of the Insured to indemnities,guaranties,other policies of insurance,or bonds,notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14.ARBITRATION Unless prohibited by applicable law, arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association may be demanded if agreed to by both the Company and the Insured at the time of the controversy or claim.Arbitrable matters may include,but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy,and service of the Company in connection with its issuance or,the breach of a policy provision or other obligation. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the Insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys'fees only if the laws of the state in which the Land is located permit a court to award attorneys'fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s)may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15.LIABILITY LIMITED TO THIS POLICY;POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy,this policy shall be construed as a whole. (b)Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim whether or not based on negligence shall be restricted to this policy. (c)Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person,or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not(i)modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii)extend the Date of Policy,or(iv)increase the Amount of Insurance. 16.SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid,but all other provisions shall remain in full force and effect. 17.CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation,rights,remedies,or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b)Choice of Forum: Any-litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18.NOTICES,WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 400 Second Avenue South,Minneapolis,Minnesota 55401-2499,Phone:(612)371-1111. FORM OF6(rev.12/10)(With Florida Modifications) Page 5 of 5 m H N rn 2- yy' O C1 -3 O o O H `O CAtop roe 6f W * * * � ro O_ O ha 19 cam^'lj O 61 * CC VV/ * r V. co n O N m �f0 t7 ** * * ( n n + o < o Q Al N it 0 4-4 0 N -1 Old Republic National Title Insurance Company OWNER'S POLICY Schedule A Policy No.: Date of Policy: Agent's File Reference: 0F6-8501806 September 19,2017 @ 01:41 PM 247174-29 Amount of Insurance: $173,000.00 Premium: $940.00 Address Reference: 3120 Collins Ave,Miami Beach,FL 33140 1. Name of Insured:City of Miami Beach,a Florida municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple as shown by instrument recorded as Document No. 2017R0522861 in Official Records Book 30685, Page 4720, of the Public Records of Miami-Dade County,Florida. 3. Title is vested in: City of Miami Beach,a Florida municipal corporation 4. The Land referred to in this policy is described as follows: That certain strip of land lying to the West of Lots 11 and 12,Block 16, OCEAN FRONT PROPERTY of the Miami Beach Improvement Company, as per plat thereof, recorded in Plat Book 5, at pages 7 and 8 of the Public Records of Miami-Dade County, Florida, which said strip is described as being a strip of land lying between Indian Creek and Indian Creek Drive and between the North lot line of Lot 11 and the South lot line of Lot 12 when said lot Iines are projected Westerly to Indian Creek. Old Republic National Title Insurance Company 400 Second Avenue South,Minneapolis,Minnesota 55401, (612)371-1111 Agent No.: 22264 Issuing Agent: SUZANNE A.DOCKERTY,P.A. 110 Merrick Way Suite 3-B Coral Gables,FL 33134 i Agent's Signature Suzanne A.Dockerty Attorney at Law B:20120118 Page 1 of 2 Form OF6-SCH.-A (rev. 12/I0)(Wit/i Florida Modifications) DoubleTime®7.0.6 Old Republic National Title Insurance Company OWNER'S POLICY Schedule B Policy No.: Agent's File Reference: 0F6-8501806 247174-29 This policy does not insure against loss or damage, and the Company will not pay costs,attorneys'fees,or expenses that arise by reason of: 1. General or special taxes and assessments required to be paid in the year 2017 and subsequent years. 2. Dedications as shown on the Amended Map of The Ocean Front Property of the Miami Beach Improvement Company, recorded in Plat Book 5,page 7,of the Public Records of Miami-Dade County,Florida. 3. Rights of the United States of America and/or the State of Florida to any portion of said land which has been created by artificial means or has accreted to any such portion as so created. 4. Those portions of the property herein described being artificially filled in land in what was formerly navigable waters, are subject to the right of the United States Government arising by reason of the United States Government control over navigable waters in the interest of navigation and commerce. 5. The rights, if any, of the public to use as a public beach or recreation area any part of the land lying or formerly lying between the body of water abutting the subject property and the natural line of vegetation, bluff, extreme high-water line or other apparent boundary lines separating the publicly used area from the upland private area, as it may have • existed prior to the construction,if any,of sea wall or bulkhead thereon. 6. This policy does not insure any portion of the insured parcel lying waterward of the mean-high water line of Indian Creek. 7. Perpetual non-exclusive easement of ingress and egress set forth in Easement Agreement between the City of Miami Beach and Atlantic Princess Condominium Association, Inc., a Florida not for profit corporation, recorded on September 19,2017 in O.R.Book 30685,Page 4732,of the Public Records of Miami-Dade County,Florida. 8. Riparian and littoral rights are not insured. • Page 2 of 2 Form OF6-SCH.-B(rev. 12/10)(With Florida Modifications) DoubleTime®7.0.6 111111111111110101111111111111111111I111111 C:FN 2017R0522861 OR BK 30685 Pss 4720-4731 (12Pss) RECORDED 09/19/2017 13:41:30 This instrument was prepared by and after DEED DOC TAX $0.60 recordingreturned to: HARVEY RUVIW HARVEY RUVINr CLERK OF COURT NIANI-DADE COUNTY, FLORIDA Raul J. Agulla, City Attorney City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 (Reserved for Clerk of Court) A portion of Folio No.: 02-3226-040-0120 3)00.00 QUIT-CLAIM DEED THIS QUIT-CLAIM DEED, made as of this as day of 41410/2017 (the "Effective Date"), by Atlantic Princess Condominium Association, Inc., a Florida not-for-profit corporation, whose address is do Squire Patton Boggs (US) LLP, 200 South Biscayne Boulevard, Suite 4700, Miami, Florida 33131 ("First Party"), to the City of Miami Beach, a Florida municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 ("Second Party"): (Wherever used herein the terms First Party and Second Party shall include singular and plural, heirs, legal representatives, and assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires). WHEREAS, the First Party has authority pursuant to the Declaration of Condominium for the Atlantic Princess Condominium recorded in Official Records Book 17297, Page 4910, of the Public Records of Miami-Dade County, Florida, as amended (collectively, the "Declaration of Condominium") to convey to the Second Party Out Parcel to Lot 12 and Out Parcel to Lot 11, as legally described on Exhibit A attached hereto and made a part hereof(the "Property"); and WHEREAS, First Party wishes to convey the Property to Second Party in consideration of the Second Party installing a new seawall/retaining wall located on the western boundary of the Property, as authorized pursuant to City of Miami Beach Resolution No. 2017-29749. WITNESSETH That the First Party, for and in consideration of the sum of Ten Dollars in hand paid by the Second Party and other good and valuable consideration, the receipt which is hereby acknowledged, does hereby quit claim, remise, release and transfer the Property unto the Second Party and its successor and assigns forever, all right, title, interest, claim and demand that the First Party has in and to the Property, including the imposition of any association assessments, dues or fees of any kind, whether regular or special, in connection with the Property. Nota Bene: This conveyance is a conveyance of unencumbered real property to the City of Miami Beach, which is not pursuant to a sale, and therefore, pursuant to Chapter 12B- 4.014(2)(b), Florida Administrative Code, only the minimum documentary stamp taxes are required to be paid. 010-8505-6035/6/AMERICAS TO HAVE AND TO HOLD the same together with all the tenements, hereditament, and appurtenances thereunto belonging; provided, however, that the First Party hereby reserves for itself, its successors and assigns a perpetual, non-exclusive easement of ingress and egress in, over, on, and through the Property, specifically for the benefit of the First Party and its successors and assigns, pursuant to the terms and conditions set forth in the easement agreement attached hereto as Exhibit B and made a part hereof(the "Easement Agreement"). IN WITNESS WHEREOF, the First Party has signed and sealed these presents the day and year first above written. Signed, sealed and delivered ATLANTIC PRINCESS CONDOMINIUM in the presence of: ASSOCIATION, INC, a Florida corporation not for profit Witnesses: e' ' int Name: �G l► I , _ Print Na ref ay Title: mrd . ,i r Akaii 'rint Name:Cr i 112i STATE OF FLORIDA § § ss. COUNTY OF MIAMI-DADE § T fore oin instrument w s ac owled ed efore me this day of r CCT , 2017 by bbhwt� L-40,40,14 as VIIGe, &S I of ATLANTIC PRINCESS CONDOMINIUM ASSOCIATION,INC., a Florida corporation not for profit, on behalf of the corporation. He/she is personally known to me or who has produced as identification. 7 tn Name frOiAG�re -CD;Sl n 1 NOTARY PUBLIC r�' COMMISSION NO. c 14 My Commission Expires: (NOTARY SEAL) einft, FRANCINE TAYLOR ORSINI .; Commission#FF 198366 Pill Expires May 12,2019 Thu TrayFS I,ennca 8003854019 2 010-8505-6035/6/AMERICAS JOINDER AND CONSENT G 3120 Collins, LLC, a Florida limited liability company, as the owner of all of the Units described in the Declaration of Condominium for Atlantic Princess Condominium, as recorded in Official Records Book 17297, Page 4910, of the Public Records of Miami-Dade County, Florida, as amended pursuant to that certain First Amendment to Declaration of Condominium, recorded in Official Records Book 17831, Page 3064, of the Public Records of Miami-Dade County, Florida, that certain Second Amendment to Declaration of Condominium, recorded in Official Records Book 19582, Page 1157, of the Public Records of Miami-Dade County, Florida, and that certain Third Amendment to Declaration of Condominium, recorded in Official Records Book 30649, Page 3318, of the Public Records of Miami-Dade County, Florida, does hereby join in and consent to the conveyance of V Proper( to the City of Miami Beach pursuant to the foregoing Quit Claim Deed , thisoaol day of 1,106"x' 2017. G 3120 Collins, LLC, a Florida limited liability company By: G 3120 Collins Holdings, Inc., a Florida corporation pp ` t J By: II Ol� V. Name: '[gyp c V sj Its: V ict 1-1/n l4 c, t STATE OF FLORIDA § § SS: COUNTY OF MIAMI-DADE § The foregoing instrument was acknowledged before me this dol day of/-�G(� qCk 2017 by <V. I iri ', as V I ae PI/851pG 3120 Collins Holdings, Inc., a Florida corporation, the Manager of G 3120 COLLINS, LLC, a Florida limited liability company, on behalf of the company. He/she is personally known to me or who has produced as identification. � uU l Name: COnC 1'fl9._TCL(.1 Lin N i n t NOTARY PUBLIC I COMMISSION NO. �r I -I ?.3(4 4 My Commission Expires: �.�:i.?rG".,. .FRANCINE TAYLOR ORSINI •t A "A Commission#FF 198366 ;:�'1 ' Expires May 12,2019 '',�$,PftI;C" 9oeme Muymy Fein tmaance 900395-1019 010-8505-6035/6/AMERICAS Exhibit A Legal Description for Out Parcel to Lot 12 and Out Parcel to Lot 11 (the "Property") That certain strip of land lying to the West of Lots 11 and 12, Block 16, of Amended Map of the Ocean Front Property of the Miami Beach Improvement Company as per Plat thereof, recorded in Plat Book 5, at Page 7, of the Public Records of Miami-Dade County, Florida, which said strip is described as being a strip of land lying between Indian Creek and Indian Creek Drive and between the North lot line of Lot 11 and the South lot line of Lot 12 when said lot lines are projected Westerly to Indian Creek. 010-8505-6035/6/AMERICAS Exhibit B Easement Agreement This Easement Agreement ("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 Atlantic Princess Condominium Association, Inc., a Florida not-for-profit corporation, whose address is do Squire Patton Boggs (US) LLP, 200 South Biscayne Boulevard, Suite 4700, Miami, Florida 33131 (the "Association") and its successors and assigns. WHEREAS, the City is the owner of the Out Parcel to Lot 12 and Out Parcel to Lot 11 more particularly described in Exhibit A.attached hereto and made a part hereof (the "City's Property"), situate, lying and being in Miami-Dade County, Florida; and WHEREAS, Association desires to preserve a perpetual, non-exclusive easement for ingress and egress on, in and over the City's Property, with the exact location(s) to be determined at a future date, in connection with any future development of Marine Related Uses, as defined in Section 3, which uses are anticipated to be developed adjacent to or near the seawall adjacent to the City's Property, specifically for the benefit of the Association and its successors and assigns; and 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 Association, and its successors and assigns a perpetual, non-exclusive easement for ingress and egress in, over, on, and through the City's Property, for the benefit of the Association, and its successors and assigns in connection with the construction, operation and maintenance of Marine Related Uses and subject to the terms and conditions set forth herein; provided, however, that the Association and its successors and assigns shall have no right to use this Easement Agreement nor shall the Association and its successors and assigns have any liability or obligations hereunder, unless and until the Association or its successors and assigns secures the appropriate consents, approvals and/or permits from the 010-8505-6035/6/AMERICAS Department of Environmental Protection, the Trustees of the Internal Improvement Fund and any other state or county governmental agencies in order to construct, operate and maintain any Marine Improvements on the City's Property, as well as the City Manager's written consent, which consent shall not be unreasonably withheld (collectively, the "Government Approvals"). 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. 4. After securing the Government Approvals, the Association will have the right to construct, maintain and operate, at its sole cost and expense, improvements in connection with a Marine Related Use ("Marine Improvements"). All Marine Improvements shall require the City Manager's prior written consent, which consent shall not be unreasonably withheld; provided that: (1) Association or its successors and assigns are in good standing under the terms of this Easement (including payment of any invoices issued pursuant to Section 6 herein); and (2) the proposed Marine Improvement (i) does not interfere with the use of the City's Property for a public purpose; (ii) does not pose a public health, safety or welfare risk; or (iii) does not pose a risk of damage to the improvements at the City's Property, which City Improvements may include, but are not limited to, the seawall/retaining wall, utilities, or other City Improvements. Upon securing the Governmental Approvals in order to construct, maintain and operate, at its sole cost and expense, any Marine Improvements the Association or its successors and assigns shall be obligated to maintain any such Marine Improvements, and to pay any taxes associated with the Association's operation or use of such Marine Improvements; provided, however, until the Association or its successors and assigns has secured all required Governmental Approvals to construct any Marine Improvements, the Association or its successors and assigns shall have no obligation to pay any costs and expenses in connection with this Easement Agreement, nor shall the Association or its successors and assigns in have any liability or obligations hereunder. 5. All approved Marine Improvements shall be constructed, operated and maintained in compliance with 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"). Following completion of any Marine Improvement, the Association, or its successors and assigns at its sole cost and expense, shall have the sole responsibility for repairing and maintaining the Easement Area and the Marine Improvements, including any surrounding area, which may include the seawall, if applicable. The Association or its successors and assigns 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. 010-8505-6035/6/AMERICAS 6. Should the Association or its successors and assigns secure the Government Approvals and thereafter fail to maintain the Easement Area, including any Marine Improvements constructed in connection with any Marine Related Uses, then upon receipt of thirty (30) days written notice from the City, and the Association or its successors and assigns fail 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 the Association or its successors and assigns repair obligation and the Association or its successors and assigns 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, the Association or its successors and assigns shall have the right to access any portion of the City's Property which may be reasonably necessary to grant the Association or its successors and assigns access to the Marine Improvements or in connection with the operation of the Marine Related Use, after the Association or its successors and assigns has secured the Governmental Approvals. Upon the City approving a Marine Improvement, the parties hereto shall execute an amendment to this Easement Agreement, attaching a sketch of the Marine Improvement and the legal description of the easement area ("Easement Area"), describing the location of the Marine Improvement and access locations at the City's Property for ingress and egress related to the Marine Improvement or Marine Related Use. 8. The City shall not withhold or obstruct the Association or its successors and assigns 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. The Easement may be modified, amended, or released as to any portion of the Easement 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. The Association or its successors and assigns, their 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, attorneys' 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 in connection with the use of the Easement 010-8505-6035/6/AMERICAS Area, including any Marine Improvement, after the Association or its successors and assigns has secured the Governmental Approvals. 12. Insurance. a. Construction Insurance. After the Association or its successors and assigns secures the Governmental Approvals, and prior to commencing construction, the Association or its successors and assigns 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, Builders 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, the Association or its successors and assigns 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, the Association or its successors and assigns shall maintain the following minimum insurance requirements: 1. Commercial General Liability: $1,000,000 per occurrence; $2,000,000 in the aggregate. 2. Property Full replacement value for any completed Marine Improvements within the Easement Area. Such insurance policies shall name the City as an additional insured and loss payee thereunder, shall be written by insurance companies licensed to do business in Florida and with general policyholder rating of no less than A- and a financial rating of at least VII; and shall provide for waiver of subrogation. The Association or its successors and assigns shall provide the City with a certificate of insurance evidencing said coverages. The Association or its successors and assigns 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. 010-8505-6035/6/AMERICAS 13. Any notices required or permitted to be given under this Easement 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 33135 Attention: City Manager With a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33131 Attention: City Attorney If to Grantee at: Atlantic Princess Condominium Association, Inc. do Squire Patton Boggs (US) LLP 200 South Biscayne Boulevard, Suite 4700 Miami. FL 33131 Attention: Thomas V. Eagan, Esq. Notices personally delivered or sent by overnight courier shall be deemed given on the date of delivery and notices malted in accordance with the foregoing shall be deemed given three (3) days after deposit in the U.S. mail. 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 actionis 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, THE ASSOCIATION OR ITS SUCCESSORS AND ASSIGNS 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. 010-8505-6035/6/AMERICAS 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, non-exclusive easement granted herein, and (ii) there are no lienholders on the Easement 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 and their successors and assigns. Signed, witnessed, executed and acknowledged this day of 2017. Signed, sealed and delivered City of Miami Beach, a Florida municipal in the presence of: corporation Witnesses: By: Jimmy L. Morales, City Manager Attest: Print Name: Rafael E. Granado, Clerk Print Name: 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 010-8505-6035/6/AMERICAS Signed, sealed and delivered ATLANTIC PRINCESS CONDOMINIUM in the presence of: ASSOCIATION, INC, a Florida corporation not for profit Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA § § ss. COUNTY OF MIAMI-DADE § The foregoing instrument was acknowledged before me this _day of , 2017 by , as of Atlantic Princess Condominium Association, Inc., a Florida corporation not for profit, on behalf of the corporation. He/she is personally known to me or who has produced as identification. • Name: NOTARY PUBLIC COMMISSION NO. My Commission Expires: (NOTARY SEAL) 010-8505-6035/6/AMERICAS OR Bk 30685 PG 4731 LAST PAGE Exhibit A Legal Description for Out Parcel to Lot 12 and Out Parcel to Lot 11 That certain strip of land lying to the West of Lots 11 and 12, Block 16, of Amended Map of the Ocean Front Property of the Miami Beach Improvement Company as per Plat thereof, recorded in Plat Book 5, at Page 7, of the Public Records of Miami-Dade County, Florida, which said strip is described as being a strip of land lying between Indian Creek and Indian Creek Drive and between the North lot line of Lot 11 and the South lot line of Lot 12 when said lot lines are projected Westerly to Indian Creek. 010-8505-6035/6/AMERICAS I I11111911111111111111111111E119111911VI IHI CEN 2017R0522862 OR BK 30685 Pss 4732-4739 (8Pss) RECORDED 09/19/2017 13:41:30 DEED DOC TAX $0.60 Easement Agreement SURTAX $0.45 HARVEY RUVINr CLERK OF COURT I IAII DAD�UNTY, FLORIDA This Easement Agreement ("Easement Agreement") is mace this ay o ii wit , 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 Atlantic Princess Condominium Association,Inc.,a Florida not-for-profit corporation, whose address is do Squire Patton Boggs (US) LLP, 200 South Biscayne Boulevard, Suite 4700, Miami, Florida 33131 (the "Association") and its successors and assigns. WHEREAS, the City is the owner of the Out Parcel to Lot 12 and Out Parcel to Lot 11 more particularly described in Exhibit A attached hereto and made a part hereof (the "City's Property"), situate, lying and being in Miami-Dade County, Florida; and WHEREAS, Association desires to preserve a perpetual, non-exclusive easement for ingress and egress on, in and over the City's Property, with the exact location(s) to be determined at a future date, in connection with any future development of Marine Related Uses, as defined in Section 3, which uses are anticipated to be developed adjacent to or near the seawall adjacent to the City's Property,specifically for the benefit of the Association and its successors and assigns; and WHEREAS, the City has the authority and capacity to g ;ant 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 Association, and its successors and assigns a perpetual, non-exclusive easement for ingress and egress in, over, on, and through the City's Property, for the benefit of the Association, and its successors and assigns in connection with the construction, operation and maintenance of Marine Related Uses and subject to the terms and conditions set forth herein; provided, however, that the Association and its successors and assigns shall have no right to use this Easement Agreement nor shall the Association and its successors and assigns have any liability or obligations hereunder, unless and until the Association or its successors and assigns secures the appropriate consents, approvals and/or permits from the Department of Environmental Protection, the Trustees of the Internal Improvement Fund and any other state or county governmental agencies in order to construct, operate and maintain any Marine Improvements on the City's Property, as well as the City Manager's written 010-8520-1085/1/AMERICAS consent, which consent shall not be unreasonably withheld (collectively, the "Government Approvals"). 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. 4. After securing the Government Approvals, the Association will have the right to construct, maintain and operate, at its sole cost and expense, improvements in connection with a Marine Related Use ("Marine Improvements"). All Marine Improvements shall require the City Manager's prior written consent, which consent shall not be unreasonably withheld;provided that: (1)Association or its successors and assigns are in good standing under the terms of this Easement (including payment of any invoices issued pursuant to Section 6 herein); and (2) the proposed Marine Improvement (i) does not interfere with the use of the City's Property for a public purpose; (ii) does not pose a public health, safety or welfare risk; or(iii) does not pose a risk of damage to the improvements at the City's Property,which City Improvements may include, but are not limited to, the seawall/retaining wall, utilities, or other City Improvements. Upon securing the Governmental Approvals in order to construct, maintain and operate, at its sole cost and expense, any Marine Improvements the Association or its successors and assigns shall be obligated to maintain any such Marine Improvements, and to pay any taxes associated with the Association's operation or use ' of such Marine Improvements; provided, however, until the Association or its successors and assigns has secured all required Governmental Approvals to construct any Marine Improvements, the Association or its successors and assigns shall have no obligation to pay any costs and expenses in connection with this Easement Agreement, nor shall the Association or its successors and assigns in have any liability or obligations hereunder. 5. All approved Marine Improvements shall be constructed, operated and maintained in compliance with 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"). Following completion of any Marine Improvement,the Association,or its successors and assigns at its sole cost and expense, shall have the sole responsibility for repairing and maintaining the Easement Area and the Marine Improvements, including any surrounding area, which may include the seawall, if applicable. The Association or its successors and assigns 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 the Association or its successors and assigns secure the Government Approvals and thereafter fail to maintain the Easement Area, including any Marine Improvements constructed in connection with any Marine Related Uses, then upon receipt of thirty (30) days written notice from the City, and the Association or its 010-8520-1085/1/AMERICAS successors and assigns fail 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 the Association or its successors and assigns repair obligation and the Association or its successors and assigns 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, the Association or its successors and assigns shall have the right to access any portion of the City's Property which may be reasonably necessary to grant the Association or its successors and assigns access to the Marine Improvements or in connection with the operation of the Marine Related Use, after the Association or its successors and assigns has secured the Governmental Approvals. Upon the City approving a Marine Improvement, the parties hereto shall execute an amendment to this Easement Agreement, attaching a sketch of the Marine Improvement and the legal description of the easement area ("Easement Area"), describing the location of the Marine Improvement and access locations at the City's Property for ingress and egress related to the Marine Improvement or Marine Related Use. 8. The City shall not withhold or obstruct the Association or its successors and assigns 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. The Easement may be modified,amended,or released as to any portion of the Easement 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. The Association or its successors and assigns, their 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, attorneys' 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 in connection with the use of the Easement Area, including any Marine Improvement, after the Association or its successors and assigns has secured the Governmental Approvals. 010-8520-1085/1/AMERICAS 12. Insurance. a. Construction Insurance. After the Association or its successors and assigns secures the Governmental Approvals, and prior to commencing construction, the Association or its successors and assigns 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, Builders 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, the Association or its successors and assigns 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, the Association or its successors and assigns shall maintain the following minimum insurance requirements: 1. Commercial General Liability: $1,000,000 per occurrence; $2,000,000 in the aggregate. 2. Property Full replacement value for any completed Marine Improvements within the Easement Area. Such insurance policies shall name the City as an additional insured and loss payee thereunder, shall be written by insurance companies licensed to do business in Florida and with general policyholder rating of no less than A- and a financial rating of at least VII; and shall provide for waiver of subrogation. The Association or its successors and assigns shall provide the City with a certificate of insurance evidencing said coverages. The Association or its successors and assigns shall provide the City with written notice of any cancellation of coverage within two (2) days from receipt of any notification of cancellation to: The City of Miami Beach Attention of Risk Manager 1700 Convention Center Drive Miami Beach, Florida 33139 The City reserves the right to modify the insurance requirements, in the City Manager or his designee's reasonable discretion, based upon any change in the type or number of Marine Improvements constructed. 13. Any notices required or permitted to be given under this Easement 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: 010-8520-1085/1/AMERICAS If to the City at: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 3313S Attention: City Manager With a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33131 Attention: City Attorney If to Grantee at: Atlantic Princess Condominium Association, Inc. c/o Squire Patton Boggs (US) LLP 200 South Biscayne Boulevard, Suite 4700 Miami. FL 33131 Attention: Thomas V. Eagan, Esq. Notices personally delivered or sent by overnight courier shall be deemed given on the date of delivery and notices malted in accordance with the foregoing shall be deemed given three (3) days after deposit in the U.S. mail. 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 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, THE ASSOCIATION OR ITS SUCCESSORS AND ASSIGNS 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,non- 010-8520-1085/1/AMERICAS exclusive easement granted herein, and (ii) there are no lienholders on the Easement 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 and their successors and assigns. Signed, witnessed, executed and acknowledged this Zssday of A'uc..n7 2017. Signed, sealed and delivered City of iami Beac a Florida municipal in the presence of: corporA ion Witnesses: By: Jd my L. Morales, City Manager —•t S r& Attest: Pri i -: / 1t Rafae . Grams o, '�� C,* —YAj,-n l L. J'4&Qs \�.:. ' ti Print Name: • p 4(`•INCORP,ORATED; STATE OF FLORIDA § pi .• ' '0) § SS. 141nt26_= COUNTY OF MIAMI-DADE § '` .‘q The foregoing instrument was acknowledged before me this 22 day of fill 1.45f , 2017 by Jimmy L. Morales and Rafael E. Granado, as City Manager and City Clerl respectively, of the City of Miami Beach, a Florida municipal corporation, who are personally known to me or who have produced as identification. �jZfiG/�. 4a My Commission Expires: Notary Public, State of Florida rza ' LILIACARDILLO kitMY COMMISSION#FF 155322 itt EXPIRES:August 27,2018 ... •',R`,�15?`' Banded Thru Notary PubfC Underwriters APPROVED AS TO FORM k94±E & LANGUAGE EXECUTION Z f 1 010-8520-1085/ AMERICAS Date Signed, sealed and delivered ATLANTIC PRINCESS CONDOMINIUM in the presence of: ASSOCIATION, INC, a Florida corporation not for profit Witnesses: �1 � • . By: /. � Print Name: •wt.( Print N. /o ,. ._ I - i . Title: t nag Print Name:;Ise, irv.� STATE OF FLORIDA § § ss. COUNTY OF MIAMI-DADE § l� r, The forego instrument was acknowledged before me thisaa day of 46C2O17 by 1)gOuU ��ta� Qg, as V (ca JMC toilet-if-of Atlantic Princess Con omin' m Association, Inc., a Florida corporation not for profit, on behalf of the corporation. He/she is personally to me or who has produced as identific 'on. Lin Name: Artci 4HLOC 0(s1{1 NOTARY PUBLIC / COMMISSION NO. -R' I q nub My Commission Expires: (NOTARY SEAL) Aps/Pr,�.;, FRANCINE TAYLOR ORSINI Commission#FF 198366 =s1 Expires May 12,2019 %.Rf,.11'' Bendel Tiw Troy Fon Imam.8000b5i01g 010-8520-1085/1/AMERICAS OR BK. 30685 PG 4739 LAST PAGE Exhibit A Legal Description for Out Parcel to Lot 12 and Out Parcel to Lot 11 That certain strip of land lying to the West of Lots 11 and 12, Block 16, of Amended Map of the Ocean Front Property of the Miami Beach Improvement Company as per Plat thereof, recorded in Plat Book 5, at Page 7, of the Public Records of Miami-Dade County, Florida, which said strip is described as being a strip of land lying between Indian Creek and Indian Creek Drive and between the North lot line of Lot 11 and the South lot line of Lot 12 when said lot lines are projected Westerly to Indian Creek. 010-8520-1085/1/AMERICAS • CLOSING AFFIDAVIT (ATLANTIC PRINCESS CONDOMINIUM ASSQCIATION) BEFORE ME, the undersigned authority, on this ? daydd �1of5 , 2017, personally appeared Thomas V. Eagan, the Vice President of the Atl ntic Princess Condominium Association, Inc., a Florida not-for-profit corporation (the "Association"), on behalf of the Association, and being duly sworn, deposes and says as follows: 1. Out-Parcel to Lot 12 and Out-Parcel to Lot 11 are more particularly described in Exhibit A attached hereto and made a part hereof (the "Property"). '2. The Third Amendment to Declaration of Condominium of Atlantic Princess Condominium, as recorded in Official Records Book 30649, Page 3318 of the Public Records of Miami-Dade County, Florida, allows the Association to convey the Property to the City of Miami Beach. 3. The Association has not made any improvements, alterations or repairs to the Property, within the last 90 day period for which there remain any outstanding and unpaid bills for labor, materials or supplies for which a lien or liens may be claimed, the costs of which remain unpaid, and there are no persons who claim or could claim mechanics', materialmen's or laborer's liens against the Property for work performed prior to June 30, 2017. 4. There are no matters pending against the Association which could give rise to a lien that would attach'to the Property between July 16, 2017 at 11:00 PM and the recording of the Quit-Claim Deed dated August 17, 2017 and executed by the Association in favor of the City of Miami Beach, and that the Association has not executed and will not execute any instrument which will adversely affect the interest in the Property being conveyed to the City of Miami Beach pursuant to said Quit Claim Deed. • 5. There are no parties in possession of the Property. 6. No judgment or decree has been entered against the Association in any • court of this State or of the United States which could affect the title to the Property. • 7. This Affidavit is being given to the City of Miami Beach in order to confirm certain matters regarding the title to the Property being conveyed to the City of Miami Beach pursuant to the Quit-Claim Deed dated August 17, 2017. Under penalties of perjury, affiant hereby declares on behalf of the Association that affiant has examined this Affidavit and affiant further declares, to the best of affiants knowledge and belief, that the statements contained in this Affidavit are true and correct. 010-8519-4276/2/AMERICAS Further affiant sayeth naught. Atlantic Princess Condominium Association, Inc., a Florida not-for-profit corporation By: ,teCL,1/ /!�� Name: Nomas V. Eagan Title: Vice President STATE OF [IDA ) ss: COUNTY OF'!` rics\N'�a� �9 ) The foregoing instrument was acknowledged before me this,2(ol cay of August, 2017, by Thomas V. Eagan, the Vice President of the Atlantic Princess Condominium Association, Inc., a Florida not-for-profit corporation, on behalf of said corporation, who is personally known to me or who produced as identification. �nc) WITNESS my hand and official seal in the County and State last aforesaid this Darday of August 2017. 41.-01.14C2-4 Pan Notary Public, Stale ofloridF a Name:4)( rt Li&Cal ki,C- l� Commission No.:4=P9) 31.0 fa My Commission Expires5 i I (NOTARY SEAL) :kyi. `.4 Commission#AFF 19FRANCINE 83O681NII W F •', Expires May 12,2019 .' Pj,:e Bandy!inn Troy Fenlnunee 80485TS,i -2 - 010-8519-4276/2/AMERICAS / EXHIBIT A Legal Description for Out Parcel to Lot 12 and Out Parcel to Lot 11 (the "Property") That certain strip of land lying to the West of Lots 11 and 12, Block 16, of Amended Map of the Ocean Front Property of the Miami Beach Improvement Company as per Plat thereof, recorded in Plat Book 5, at Page 7, of the Public Records of Miami-Dade County, Florida, which said strip is described as being a strip of land lying between Indian Creek and Indian Creek Drive and between the North lot line of Lot 11 and the South lot line of Lot 12 when said lot lines are projected Westerly to Indian Creek. 010-8519-4276/2/AMERICAS