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Memorandum RE: Indian Creek Flooding Mitigation Project - 4021 Indian Creek Drive ...„.......,=_.„ ._dc,, z.i i °` MIAMI BEACH City of Miami 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: May 24, 2019 To:: Rafael E. Granado, City Clerk From: Gisela Nanson Torres, Senior Assistant City Attorney Ext. 6955/Fax: 305-673-7002/giselatorres@rniamibeachfl.gov Re:. . Indian Creek Flooding Mitigation Project-Closing Package . . Property-:Address: 4021 Indian lan Creek Drive, Miami Beach, -FL 33140 Folio No. 02-3226-001-196 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 ee and Easement; and 5. Copy of Closing Affidavit. Best reg •s, , dii / - ii ;/ gbeea Nacn,en gout,' MIAMIBEACH Gisela Nanson Torres, Senior Assistant City Attorney. Tel:305-673-7000 Ext.6955/,giselatorresc miamibeachfl.gov ems:.i] i t:-:_':i ..;',..1__;.::: CZ :i'''., Hci iiZ 1:iiti fi NZ — ,, ,---,4,---,—1 i .,,, ., p ..,rt � it f ,y�r Suzanne A. Dockerty, P.A. n ATTORNEYAT LAW :61 1 10 Merrick W a y ,� Suite 3-B 17 JUL 11 5: 13 Coral Gables, Florida 33134 fs z : AND:6062 crey Telephone (305) 443-9162 Telefax (305) 443-9155 July 13, 2017 Gisela Nanson Torres, 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. 247174-17 Grantor: R&D Inlet Parcel, LLC Grantee: City of Miami Beach Property: 4021 Indian Creek Drive, Miami Beach, FL Dear Gisela: Enclosed are the following documents for the above transaction. 1. Recorded Quit Claim Deed 2. Recorded Easement 3. 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. V dry truly yours, .zanne 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. R&D Inlet Parcel,LLC,a Florida limited liability 1228 Alton Road,Miami Beach,FL 33139 Property Location: 4021 Indian Creek Drive,Miami Beach,Florida 33140(See Exhibit A attached) Date: , \kale 9 ,2017 Settlement Agent: Suzanne A.Dockerty,P.A. 110 Merrick Way,Suite 3B,Coral Gables,Florida 33134 Grantee Settlement Fees: Title Search Reports and Updates: $250.00 Title Insurance Premium($81,600): $469.20 Settlement Fee: $1,000.00 Clerk of Court Recording Fee: Quit Claim Deed with Easement Agreement: $ 78.00 Documentary Stamp Tax: $ 1.05 Easement Agreement: $ 61.00 Documentary Stamp Tax: $ 1.05 Wire Transfer Fee./FedEx: $ 75.00 Total Grantee Settlement Fees: 51,93530 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: r City of Mi.mi Beach,a ' !arida municipal corporation 1 By: Print Nam- itie: ""y L Morales, City Manager wkwomilimilio _�4r'•rj'\ -:GLandi 1114 d Language for Execution AT: 1.- -:?.---. tt— pr ......4\ /OA.' 1 l''' (.01 V7 � : r' zi tt1. %'fit` \ \CO SRA ��.�_ r Rafael 1;, Oranado,City Clerk '�� 1 \ 'r,r ,%4 H ? # R&D Inlet Parcel,LLC,a Florida limited liability By: \\V) Name: -__ g_ad) Title: Me m b e.r 2 Exhibit A That certain unnumbered "out-lot" lying Westerly of and opposite to Lot 18,Block 34,Ocean Front Property of the Miami Beach Improvement Company,according to plat recorded in Plat 5, Page 7, Public Records of Miami-Dade County, Florida, which "out-lot" constitutes a strip of land on the Easterly shore of Indian Creek lying between Indian Creek Drive on the East and Indian Creek on the West and between the North and South lines of said Lot 18 produced Westerly to Indian Creek. Folio Number 02-3226-001-1961 File Number.24717447 DoubleTimeo (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 perform 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. (b) 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 Stock Company 400 Second Avenue South,Minneapolis,Minnesota 55101 (612)371-1111 ** * * •* (It * By President * * * Attest b Secretary SERIAL OF6-8479897 FORM OF6(rev.12/10)(With Florida Modifications) Page 1 of 5 File Number:247174-17 DoubleTime®7.0.6 Old Republic National Title Insurance Company OWNER'S POLICY Schedule A Policy No.: Date of Policy: Agent's File Reference: 0F6-8479897 June 23,2017 @ 11:26 AM 247174-17 Amount of Insurance: $81,600.00 Premium: $469.20 Address Reference: 4021 Indian Creek Drive,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. 2017R0357647 in Official Records Book 30585, Page 3271, 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 unnumbered "out-lot" lying Westerly of and opposite to Lot 18, Block 34, Ocean Front Property of the Miami Beach Improvement Company, according to plat recorded in Plat 5, Page 7, Public Records of Miami-Dade County,Florida,which"out-lot" constitutes a strip of land on the Easterly shore of Indian Creek lying between Indian Creek Drive on the East and Indian Creek on the West and between the North and South lines of said Lot 18 produced Westerly to Indian Creek. Old Republic National Title Insurance Company 400 Second Avenue South,Minneapolis,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 Agent's Signat e B:20l2ous Page 1 of 2 Form OF6-SCH.-A (rev. 12/10)(With Florida Modifications) DoubleTime®7.0.6 Old Republic National Title Insurance Company OWNER'S POLICY Schedule B Policy No.: Agent's File Reference: 0F6-8479897 247174-17 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. Any lien provided by County Ordinance or by Chapter 159, F.S., in favor of any city, town, village or port authority, for unpaid service charges for services by any water systems, sewer systems or gas systems serving the land described herein;and any lien for waste fees in favor of any county or municipality. 3. All matters contained on the Plat of Amended Map of The Ocean Front Property of the Miami Beach Improvement Company,as recorded in Plat Book 5,Page 7,Public Records of Miami-Dade County,Florida. 4. Reservations in favor of the State of Florida,as set forth in Deed No. 126519 dated June 17, 1953 from the Trustees of the Internal Improvement Fund of the State of Florida,recorded in the Public Records of the State of Florida 5. Perpetual non-exclusive easement of ingress and egress set forth in the Easement Agreement between the City of Miami-Beach and R & D Inlet Parcel, LLC, a Florida limited liability company recorded on June 23, 2017, 2017 in O.R.Book 30585,Page 3271,Public Records of Miami-Dade County,Florida. • • Page 2 of 2 Form OF6-SCH.-B(rev. 12/10)(With Florida Modifications) 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 1 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,attorneys'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: 1. (a)Any law, ordinance,permit,or governmental regulation (including those relating to building and zoning)restricting,regulating,prohibiting, or relating to (i) 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.12/10)(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. (f) "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 f om 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 furnish 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 Mapes, 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 authorized 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 bylaw orgovernmental 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 tenninate,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 anyloss, 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 terns 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 • -11y 0 o ✓ on = 00 y 5' O 0 = ti0 <_. o * * �Ga — 17 � CD f7 * 5 r� O FP �aCQ L 1 Z O 0 M- N Oei 1111111111111111111111111111111111111 lilt Illi CFI," 201 7R10357647 OR BK 30585 P9s 3271-3279 (9P9s) RECORDED 06/23/2017 11=26 4 51 This instrument was prepared by and after DEED DOC TAX $1) 60 SURTAX $0.45 recording should be returned to: HARVEY RUVIN, CLERK OF COURT IIIAHI-DADE COUNTY FLORIDA Raul J.Aguila, City Attorney City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Folio Number:02-3226-001-1961 Reserved for Clerk of Court QUIT-CLAIM DEED AND EASEMENT AGREEMENT THIS QUIT-CLAIM DEED, made as of this 2 day of V h.Ch , 2017 (the Effective Date), by R & D Inlet Parcel, LLC, a Florida limited liability, whose address 1228 Alton Road, Miami Beach, FL 33139 ("First Party"), to the City of Miami Beach, Florida, a Florida municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139("Second Party"): (Wherever used herein the terms First Party and Second Party shall include singular and plural, heirs, legal representatives, and assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires). WHEREAS, First Party wishes to remise, release, and quitclaim the Property, as more particularly described herein,to Second Party,which Property has an adjoining seawall that is in disrepair, and Second Party is authorized to accept title to the Property and undertake the necessary repairs to such seawall, as authorized pursuant to City of Miami Beach Resolution No. 2016-29584. WITNESSETH, that the said First Party, for and in consideration of the sum of Ten Dollars and other good and valuable consideration ($10.00) in hand paid by the said Second Party, the receipt whereof is hereby acknowledged, does hereby remise, release and quit-claim unto the said Second Party forever, all the right,title, interest, claim and demand which the said First Party has, including imposition of association assessments, dues or fees of any kind, whether regular or special, in and to the following described land, situate, lying and being in Miami-Dade County, Florida, (the"Property")and legally described as follows: That certain unnumbered "out-lot" lying Westerly of and opposite to Lot 18, Block 34, Ocean Front Property of the Miami Beach Improvement Company, according to plat recorded in Plat 5, Page 7, Public Records of Miami-Dade County, Florida, which "out- lot"constitutes a strip of land on the Easterly shore of Indian Creek lying between Indian Creek Drive on the East and Indian Creek on the West and between the North and South lines of said Lot 18 produced Westerly to Indian Creek. TO HAVE AND TO HOLD the same together with all the tenements, hereditaments and appurtenances thereunto belonging. The First Party reserves for itself, its successors and assigns a perpetual, non-exclusive easement of ingress and egress upon, over, and across the Property, specifically for the benefit of First Party's property (as defined in the Easement Agreement), pursuant to the terms and 1 • • conditions set forth in the Easement Agreement, incorporated herein by reference and attached hereto as Exhibit"A." IN WITNESS WHEREOF, the said First Party has signed and sealed these presents the day and year first above written. Signed, sealed and delivered in the presence of: R&D Inlet Parcel, LLC, a Florida limited liability esses: 4.: I By: ittikitE GL LK Print Name: Jctiy1e5 �esr1 I CIG Print Name: Title: M h rJ V Print N& e: STATE OF ) ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this -2- day of June. , 2017 by 4 . 1e-S Re-SA i as Wdervitre' , on behalf of R & D Inlet Parcel, LLC, a Florida limited liability, who is personally known to me or who has produced as identification. My Commission Expires: Notary ublic, St a of Florida LYNN W.BERNSTEIN ?r.' `."•= Notary Public-State of Florida :n: 1111 My Comm.Expires Sep 25,2017 -'';4;:ft o?••' Commission#FF 057492 "nun,`` 2 Exhibit"A" Easement Agreement This Easement Agreement is made this'_day of -. - -- , 2017, by and between the City of Miami Beach, a Florida municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City") and R 8 D Inlet Parcel, LLC, a Florida limited liability, whose address 1228 Alton Road, Miami Beach, FL 33139 ("Company") (the City or Company may be referred to herein individually as a"party"or collectively as"parties"); WHEREAS, the City owns that land, situate, lying and being in Miami-Dade County, Florida ("City's Property") legally described as: That certain unnumbered "out-lot" lying Westerly of and opposite to Lot 18, Block 34, Ocean Front Property of the Miami Beach Improvement Company, according to plat recorded in Plat 5, Page 7, Public Records of Miami-Dade County, Florida, which "out- lot"constitutes a strip of land on the Easterly shore of Indian Creek lying between Indian Creek Drive on the East and Indian Creek on the West and between the North and South lines of said Lot 18 produced Westerly to Indian Creek. WHEREAS, in connection with the conveyance from Company to the City of City's Property, the City agreed to grant a perpetual, non-exclusive easement for ingress and egress upon, over and across the City's Property, with the exact location(s)to be determined at a future date, in connection with any future development of any of the Marine Related Uses, as defined in Section 3, which uses are anticipated to be developed adjacent to the seawall of the City's Property, specifically for the benefit of Company's Property; WHEREAS, the City has the authority and capacity to grant the perpetual, non-exclusive easement granted herein pursuant to City of Miami Beach Resolution Number 2017-29749; and WHEREAS, the City Manager as referenced in this Easement Agreement shall mean the chief executive officer of the City or such person (the City Manager's designee)as may from time to time be authorized in writing by such administrative official to act for him/her with respect to any or all matters pertaining to this Easement Agreement. NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. The above recitals are true and correct and are incorporated herein as part of this Easement Agreement. 2. the City does hereby grant to Company, its successors and assigns, a perpetual, non- exclusive easement for ingress and egress upon over, and across the City's Property, including over and across any seawall and/or bulkhead,for the benefit of the Company's Property, for the purpose of allowing Company to obtain authorization from any governmental authority (including the Board of Trustees of the Internal Improvement Fund of the State of Florida) having jurisdiction over the City's Property or the sovereign lands located adjacent thereto, in connection with the construction, operation and maintenance of Marine Improvements (as defined in Section 4) in connection with any Marine Related Uses and subject to the terms and conditions set forth herein. 3 3. As referred to herein, Marine Related Uses shall include water transportation stops, wet dockage for pleasure craft, kiosks, walkways and decks, the operation of watercraft rental, and other similar improvements and activities associated with the use of the waterway adjacent to the City's Property known as Indian Creek. 4. Company will have the right to construct, operate, and maintain, at its sole cost and expense, improvements in connection with any Marine Related Uses (the °Marine Improvements"). All Marine Improvements shall require the City Manager's prior written consent,which consent shall not be unreasonably withheld; provided that: (1) Company is in good standing under the terms of this Easement Agreement (including payment of any invoices issued pursuant to Section 6 herein); and (2) the proposed Marine Improvement: (i) does not interfere with the use of the City's Property for a public purpose; (ii) does not pose a public health, safety or welfare risk; or(iii) does not pose a risk of damage to the improvements on the City's Property, which City improvements may include, but are not limited to, the seawall/retaining wall, utilities, or other improvements on the City's Property. Company shall pay any assessments of any kind levied or assessed upon the City's Property (including ad valorem taxes) by reason of this Easement Agreement, including, without limitation, any Marine Improvements constructed, operated or maintained by Company and/or any Marine Related Uses operated by Company. 5. Notwithstanding the City's approval of any Marine Improvements, in its proprietary capacity, Company shall be required to secure and comply with all governmental approvals which may be required in order to construct, operate and maintain the approved Marine Improvements including,without limitation, all applicable regulations of the Federal, State, County, City of Miami Beach Code of Ordinances, and any other regulations governing the Marine Related Use (collectively, "Laws"). The City shall not unreasonably withhold any approval that may be required by Federal, State or County agencies or similar third parties for the construction of any approved Marine Improvements. Following completion of any Marine Improvements, Company, at its sole cost and expense, shall have the sole responsibility for repairing and maintaining the Marine Improvements, including any surrounding area,which may include the seawall or bulkhead. Company shall provide the same level of maintenance for the Easement Area and Marine Improvements as the City currently provides for similar areas and similar improvements, but at minimum, the Marine Improvements shall be maintained and operated in a safe, clean and orderly manner. 6. Should Company fail to maintain the Easement Area or any Marine Improvements constructed in connection with any Marine Related Uses, or otherwise Comply with any of the terms of this Easement Agreement, then, upon receipt of thirty (30) days written notice from the City, and Company's failure to remedy the condition to the City Manager or City Manager's designee's satisfaction, the City may, but without an obligation to do so, undertake Company's obligations hereunder and Company shall reimburse the City for said expense within thirty (30) days from presentment of the invoice. Any unpaid invoices shall accrue interest at the rate of one percent(1%)per month until paid. 7. Subject to the limitations set forth in Section 4, Company shall have the right to access any portion of the City's Property which may be reasonably necessary to grant Company access to the Marine Improvements or in connection with the operation of any of the Marine Related Uses. Upon the City approving a Marine Improvement, the parties shall execute an amendment to this Easement Agreement, attaching a sketch of the Marine Improvements and the legal description of the easement area ("Easement Area"), 4 describing the location of the Marine Improvement and access locations on the City's Property for ingress and egress related to the Marine Improvement or Marine Related Uses. 8. The City shall not withhold or obstruct Company's access to the Easement Area through the installation of a fence or other similar means; except as may be necessary in connection with any repairs or improvements to the City's Property, such as the installation of a new seawall/retaining wall; or as may be necessary for the health, safety, or welfare of the general public. 9. This Easement Agreement may be modified, amended, or released as to any portion of the Easement Area by a written instrument executed by both parties hereto or their successors or assigns, providing that same has been approved by the City Commission. 10. It is understood and agreed that any City official has the right to enter and investigate the use of the Property, to verify compliance with the conditions of this Easement Agreement or any applicable Laws. 11. Company, its employees, agents, servants, partners, principals or subcontractors (collectively, "Indemnifying Parties") shall indemnify and hold harmless the City, its officers, employees, agents and instrumentalities (collectively, Indemnified Parties") from any and all liability, losses or damages, including the costs of any suits, attorney's fees and other expenses in connection therewith, including trial and appeals therefrom, which the Indemnified Parties may incur as a result of claims, demands, suits, causes of action, or proceedings of any kind or nature arising out of, relating to, or resulting from the negligence of the Indemnifying Parties, use of the Easement Area or any Marine Improvements,or in connection with any of the Marine Related Uses. 12. Insurance. a. Construction Insurance. Upon approval of a Marine Improvement by the City, but no later than the date Company secures all required governmental approvals to commence construction, Company shall purchase insurance, as may be requested by the City Manager or his designee, based upon insurance coverages customary for the construction of the approved Marine Improvement, which may include, without limitation, Builder's Risk insurance; Payment and Performance Bond for the value of the construction of the Marine Improvement and Commercial General Liability insurance for the Contractor, reflecting the City as an additional insured (collectively °Construction Insurance"). b. Upon'completion of the first approved Marine Improvement, Company shall secure and thereafter maintain, at all times, insurance covering the Easement Area and all completed Marine Improvements, as may be requested by the City Manager or his designee, based upon insurance coverages customary for the completed Marine Improvement, but in any event, Company shall maintain the following minimum insurance requirements: 1. Commercial General Liability: $1,000,000 per occurrence; $2,000,000 in the aggregate. 2. Property: Full replacement value for any completed Marine Improvements within the Easement Area. Such insurance policies shall name the City as an additional insured and loss payee 5 thereunder; shall be written by insurance companies licensed to do business in Florida and with general policyholder rating of no less than A-and a financial rating of at least VII; and shall provide for waiver of subrogation. Company shall provide the City with a certificate of insurance evidencing said coverages. Company shall provide the City with written notice of any cancellation of coverage within two(2)days from receipt of any notification of cancellation to: The City of Miami Beach Attention of Risk Manager 1700 Convention Center Drive Miami Beach, Florida 33139 The City reserves the right to modify the insurance requirements, in the City Manager or his designee's reasonable discretion, based upon any change in the type or number of Marine Improvements constructed or type of Marine Related Uses. 13.Any notices required or permitted to be given under this Easement Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express) or mailed by certified or registered, mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the City at: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager With a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Attorney If to Grantee at: R&D Inlet Parcel, LLC 1228 Alton Road Miami Beach, FL 33139 With a copy to: Notices personally delivered or sent by overnight courier, or mailed In accordance with the foregoing shall be deemed given upon receipt. The terms of this Section shall survive the termination of this Easement Agreement. 14.Either party may bring an action, at law or in equity, to enforce the terms and conditions of this Easement Agreement against any party or person violating or attempting to violate any provision of this Easement Agreement, either to restrain violations or to recover damages. 15.This Easement Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms and conditions herein, exclusive venue for the enforcement of same shall be Miami-Dade County, Florida. This Easement Agreement shall be governed by, and 6 construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Easement Agreement shall be Miami Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS EASEMENT AGREEMENT, COMPANY AND THE CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS EASEMENT AGREEMENT. 16.Entire Agreement; This Easement Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written. 17. City Representations. City covenants, warrants and represents (i) that City is the fee simple owner of the City's Property and has the right, title and capacity to grant the perpetual easement granted herein, and (ii) there are no lienholders on the City's Property. 18.Easements and Covenants Run with the Land. Each and all of the easements, covenants, obligations and rights granted or created under the terms of this Easement Agreement are appurtenant to the City's Property. The provisions hereof shall run with the land, shall be binding on the parties hereto, their successors and assigns, and shall Inure to the benefit of Company's Property. [Signature Pages Follow] 7 • • Signed,witnessed, executed and acknowledged this 2. day of v e , 2017. Signed, sealed and delivered in the presence of: R&D Inlet Parcel LLC,a Florida limited -bility company esses: By: • I --/I �` -S N'� Print Name: �e5 "e5n 1 C�lC At�L`l" P'nt Name: ‘er /r Title: �ef'Y1• • . /AA La��l�— Print ame: STATE OF ) ) ss: - COUNTY OF ) The foregoing instrument •s acknowledged before me this 2. day of , 2017 by 'J jy p. 11 rA as M eaf ber , on behalf of R & D Inlet Parcel, LLC, a Florid; limited liability, who is personally known to me or who has produced as identification. My Commission Expires: NotaryP lic, State Florida ;io:a�P►o�<< LYN .BERNSTEIN ,.,,* Notary P blic-State of Florida "sN• jiTi go;. My Co •m.Expires Sep 25,2017 Co mission#FF 057492 • 8 OR Bk 30585 PG 3279 LAST PAGE Signed,witnessed,executed and acknowledged this day of , 2017. Signed, sealed and delivered in the presence of: City of Miami Beach, a Florida municipal corporation Witnesses: By: Jimmy L. Morales, City Manager Print Name: Attest Print Name: Rafael E. Granado, Clerk STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2017 by Jimmy L. Morales and Rafael E. Granado, as City Manager and City Clerk, respectively, of the City of Miami Beach, a Florida municipal corporation, who are personally known to me or who have produced as identification. My Commission Expires: Notary Public, State of Florida • Quit Claim Deed with Reservation of Easement 5-2017 9 111111111111111111111111111111111111111111111 CFN 201780357643 OR 8Y. 30585 P9s 3280-3286 (7P9s) RECORDED 06/23/2017 11°26:51 DEED DOC TAX $0.60 This instrument was prepared by and after SURTAX $0.45 recording should be returned to: HARVEY RUVIN, CLERK OF COURT nIAMI-DADE COUNTY, FLORIDA Raul J.Aguila, City Attorney City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 Folio No.:02-3226-001-1961 Reserved for Clerk of Court • EASEMENT AGREEMENT This Easement Agreement is made this L day of % L(,/1 , 2017, by and between the City of Miami Beach, a Florida municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City") and R & D Inlet Parcel, LLC, a Florida limited liability, whose address 1228 Mon Road,Miami Beach, FL 33139 ("Company")(the City or Company may be referred to herein individually as a"party°or collectively as"parties"); WHEREAS, the City owns that land, situate, lying and being in Miami-Dade County, Florida ("City's Property") legally described as: That certain unnumbered "out-lot" lying Westerly of and opposite to Lot 18, Block 34, Ocean Front Property of the Miami Beach Improvement Company, according to plat recorded in Plat 5, Page 7, Public Records of Miami-Dade County, Florida, which "out- lot"constitutes a strip of land on the Easterly shore of Indian Creek lying between Indian Creek Drive on the East and Indian Creek on the West and between the North and South lines of said Lot 18 produced Westerly to Indian Creek. WHEREAS, in connection with the conveyance from Company to the City of City's Property, the City agreed to grant a perpetual, non-exclusive easement for ingress and egress upon, over and across the City's Property,with the exact location(s)to be determined at a future date, in connection with any future development of any of the Marine Related Uses, as defined in Section 3, which uses are anticipated to be developed adjacent to the seawall of the City's Property, specifically for the benefit of Company's Property; WHEREAS,the City has the authority and capacity to grant the perpetual, non-exclusive easement granted herein pursuant to City of Miami Beach Resolution Number 2017-29749;and WHEREAS, the City Manager as referenced in this Easement Agreement shall mean the chief executive officer of the City or such person(the City Manager's designee)as may from time to time be authorized in writing by such administrative official to act for him/her with respect to any or all matters pertaining to this Easement Agreement. NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. The above recitals are true and correct and are incorporated herein as part of this Easement Agreement. 1 1 2. the City does hereby grant to Company, its successors and assigns, a perpetual, non- exclusive easement for ingress and egress upon over, and across the City's Property, including over and across any seawall and/or bulkhead,for the benefit of the Company's Property, for the purpose of allowing Company to obtain authorization from any governmental authority (including the Board of Trustees of the internal Improvement Fund of the State of Florida) having jurisdiction over the City's Property or the sovereign lands located adjacent thereto, in connection with the construction, operation and maintenance of Marine Improvements (as defined in Section 4) in connection with any Marine Related Uses and subject to the terms and conditions set forth herein. 3. As referred to herein, Marine Related Uses shall include water transportation stops, wet dockage for pleasure craft, kiosks, walkways and decks, the operation of watercraft rental, and other similar improvements and activities associated with the use of the waterway adjacent to the City's Property known as Indian Creek. 4. Company will have the right to construct, operate, and maintain, at its sole cost and expense, improvements in connection with any Marine Related Uses (the "Marine Improvements"). All Marine Improvements shall require the City Manager's prior written consent,which consent shall not be unreasonably withheld; provided that: (1) Company is in good standing under the terms of this Easement Agreement (including payment of any invoices issued pursuant to Section 6 herein); and (2) the proposed Marine Improvement: (i) does not interfere with the use of the City's Property for a public purpose; (ii) does not pose a public health, safety or welfare risk; or(iii) does not pose a risk of damage to the improvements on the City's Property, which City improvements may include, but are not limited to, the seawall/retaining wall, utilities, or other improvements on the City's Property. Company shall pay any assessments of any kind levied or assessed upon the City's Property (including ad valorem taxes) by reason of this Easement Agreement, including, without limitation, any Marine Improvements constructed, operated or maintained by Company and/or any Marine Related Uses operated by Company. 5. Notwithstanding the City's approval of any Marine Improvements, in its proprietary capacity, Company shall be required to secure and comply with all governmental approvals which may be required in order to construct, operate and maintain the approved Marine Improvements including, without limitation, all applicable regulations of the Federal, State, County, City of Miami Beach Code of Ordinances, and any other regulations governing the Marine Related Use (collectively, "Laws"). The City shall not unreasonably withhold any approval that may be required by Federal, State or County agencies or similar third parties for the construction of any approved Marine Improvements. Following completion of any Marine Improvements, Company, at its sole cost and expense, shall have the sole responsibility for repairing and maintaining the Marine Improvements, including any surrounding area, which may include the seawall or bulkhead. Company shall provide the same level of maintenance for the Easement Area and Marine Improvements as the City currently provides for similar areas and similar improvements, but at minimum, the Marine Improvements shall be maintained and operated in a safe, clean and orderly manner. 6. Should Company fail to maintain the Easement Area or any Marine Improvements constructed in connection with any Marine Related Uses, or otherwise comply with any of the terms of this Easement Agreement, then, upon receipt of thirty (30) days written notice from the City, and Company's failure to remedy the condition to the City Manager or City Manager's designee's satisfaction, the City may, but without an obligation to do 2 so, undertake Company's obligations hereunder and Company shall reimburse the City for said expense within thirty (30) days from presentment of the invoice. Any unpaid invoices shall accrue interest at the rate of one percent(1%)per month until paid. 7. Subject to the limitations set forth in Section 4, Company shall have the right to access any portion of the City's Property which may be reasonably necessary to grant Company access to the Marine Improvements or in connection with the operation of any of the Marine Related Uses. Upon the City approving a Marine Improvement, the parties shall execute an amendment to this Easement Agreement, attaching a sketch of the Marine Improvements and the legal description of the easement area ("Easement Area"), describing the location of the Marine Improvement and access locations on the City's Property for ingress and egress related to the Marine Improvement or Marine Related Uses. 8. The City shall not withhold or obstruct Company's access to the Easement Area through the installation of a fence or other similar means; except as may be necessary in connection with any repairs or improvements to the City's Property, such as the installation of a new seawall/retaining wall; or as may be necessary for the health, safety, or welfare of the general public. 9. This Easement Agreement may be modified, amended, or released as to any portion of the Easement Area by a written instrument executed by both parties hereto or their successors or assigns, providing that same has been approved by the City Commission. 10. It is understood and agreed that any City official has the right to enter and investigate the use of the Property,to verify compliance with the conditions of this Easement Agreement or any applicable Laws. 11. Company, its employees, agents, servants, partners, principals or subcontractors (collectively, °Indemnifying Parties") shall indemnify and hold harmless the City, its officers, employees, agents and instrumentalities (collectively, "Indemnified Parties") from any and all liability, losses or damages, including the costs of any suits, attorney's fees and other expenses in connection therewith, including trial and appeals therefrom, which the Indemnified Parties may incur as a result of claims, demands, suits, causes of action, or proceedings of any kind or nature arising out of, relating to, or resulting from the negligence of the Indemnifying Parties, use of the Easement Area or any Marine Improvements, or in connection with any of the Marine Related Uses. 12. Insurance. a. Construction Insurance. Upon approval of a Marine Improvement by the City, but no later than the date Company secures all required governmental approvals to commence construction, Company shall purchase insurance, as may be requested by the City Manager or his designee, based upon insurance coverages customary for the construction of the approved Marine Improvement, which may include, without limitation, Builder's Risk insurance; Payment and Performance Bond for the value of the construction of the Marine Improvement and Commercial General Liability insurance for the Contractor, reflecting the City as an additional insured (collectively "Construction Insurance"). b. Upon completion of the first approved Marine Improvement, Company shall secure and thereafter maintain, at all times, insurance covering the Easement Area and all completed Marine Improvements, as may be requested by the City Manager or his 3 designee, based upon insurance coverages customary for the completed Marine Improvement, but in any event, Company 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. Company shall provide the City with a certificate of insurance evidencing said coverages. Company shall provide the City with written notice of any cancellation of coverage within two(2)days from receipt of any notification of cancellation to: The City of Miami Beach Attention of Risk Manager 1700 Convention Center Drive Miami Beach, Florida 33139 The City reserves the right to modify the insurance requirements, in the City Manager or his designee's reasonable discretion, based upon any change in the type or number of Marine Improvements constructed or type of Marine Related Uses. 13.Any notices required or permitted to be given under this Easement Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the City at: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager With a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Attorney If to Grantee at: R&D Inlet Parcel, LLC 1228 Alton Road Miami Beach, FL 33139 Wdh a copy to: Notices personally delivered or sent by overnight courier, or mailed in accordance with the foregoing shall be deemed given upon receipt. The terms of this Section shall survive the termination of this Easement Agreement. 4 14. Either party may bring an action, at law or in equity, to enforce the terms and conditions of this Easement Agreement against any party or person violating or attempting to violate any provision of this Easement Agreement, either to restrain violations or to recover damages. 15.This Easement Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms and conditions herein, exclusive venue for the enforcement of same shall be Miami-Dade County, Florida. This Easement Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Easement Agreement shall be Miami Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS EASEMENT AGREEMENT, COMPANY AND THE CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS EASEMENT AGREEMENT. 16. Entire Agreement. This Easement Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and arrangements, both oral and written. 17.City Representations. City covenants, warrants and represents (i) that City is the fee simple owner of the City's Property and has the right, title and capacity to grant the perpetual easement granted herein, and (ii) there are no lienholders on the City's Property. 18. Easements and Covenants Run with the Land. Each and all of the easements, covenants, obligations and rights granted or created under the terms of this Easement Agreement are appurtenant to the City's Property. The provisions hereof shall run with the land, shall be binding on the parties hereto, their successors and assigns, and shall inure to the benefit of Company's Property. [Signature Pages Follow] 5 Signed,witnessed,executed and acknowledged this 3,_,_day of vw'1�. , 2017. Signed, sealed and delivered in the presence of: R & D Inlet Parcel, LLC, a Florida limited liability company i ftnesses: AIM' By: -0 Print Name: � e�� �2s ill \k\.. rint Name: dAt......4-- Print Title: MO/b-e.r L- nn VIA Berns4eeLHr Print Name: STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this 2 day of l lune- , 2017 by 44 o-nevez Resnick... as Mein be- , on behalf of R & D Inlet Parcel, LLC, a Florida limited liability company, [ ] who is personally known to me or[ ]who has produced as iden ''cation. , My Commission Expires: Notary ublic, State f Florida 1 J��, 'P, ' ;=at` ` LYNN W.BERNSTEIN 1 .__ Notary Public-State of Florida 1 ( i". lin ., My Comm.Expires Sep 25,2017 1 ",,,e,,S1" Commission #FF 057492 1 ��IIII�� • 6 OR BK 30585 PG 3286 • • LAST PAGE Signed,witnessed, executed and acknowledged this 9 day of - "49- , 2017. Signed, sealed and delivered in the presence of: City of Miami Beach, a Florida unicipal co ',ration Witnesses: By: l,111888li1111117 S Jimm' L. Morale-, ity Manager – ; r-'- Prin 0.+ Attest: ...B 1E.q 4 �4% gig I-) .••• Print Name: Rafael E. Granado,Clerk 5 • �.. i - • i i i .INCORP ORATED lcy STATE OF FLORIDA ) • 47,;•.. • r� COUNTY OF MIAMI-DADE ) ss: 9iss a CH-? � liVet .0" The foregoing instrument was acknowledged before me this . , day of %tirnC , 2017 by Jimmy L. Morales and Rafael E. Granado, as City Manager and City Clerk, respectively, of the City of Miami Beach, a Florida municipal corporation, who are personally known to me or who have produced as identification. My Commission Expires: No ary Public, State of Florida 14:110%I QY'p'•,, LIUA CARDILLO oia�'ii. MY COMMISSION N FF 155322 o' EXPIRES:August 27;2018 Bonded Tara Notary Public Underwriters 8f�fh' APPROVED AS TO FORM & LANGUAGE & FOR EXEUTION s.L.7. City Attorney + Date Easement 5-2017 7 Closing Affidavit (Seller) Before me,the undersigned authority,personally appeared the undersigned("Affiant"),who being by me first duly sworn, on oath,depose(s)and say(s)that: 1 R& D Inlet Parcel,LLC,a Florida limited liability company("Seller"),is the owner of and is selling the following described property to City of Miami Beach,a Florida municipal corporation ("Buyer"),to wit: That certain unnumbered"out-lot`lying Westerly of and opposite to.Lot 18,Block 34,Ocean Front. Property of the.Miami Beach Improvement Company,according to plat recorded is Plat 5,Page 7, Public Records of Miami-Dade County, Floridn, which "out-lot" constitutes a strip of land on the Easterly shore of Indian Creek lying between Indian Creek Drive on the East and Indian Creek on the West and between the North and South lines ofsaid Lot lS produced Westerly to Indian Creek. 2. The above describedproperty is free and clear of all liens,taxes, encumbrances and claims of every kind, nature and description of record whatsoever, except for mortgage or mortgages, if any, described in the Deed and except for real estate and personal property taxes for the year 2017,which are notyet dueand payable. 3. There have been no improvements,alterations,or repairs since acquisition by the Seller to the above described property for which the costs thereof remain unpaid,that there are no claims for labor or material furnished for repairing or improving the same,which remain unpaid since the acquisition by Seller,and that there are no mechanic's,materialmen's, or laborer's liens since acquisition by Seller against the above described property. 4. There havebeen no documents recorded in the Public Records of Miami-Dade County,Florida subsequent to March 28,2017,which affect title to the Property and Seller has not entered into any contracts for the sale,disposition or leasing of the Property since said date except asmay have been disclosed to SUZANNE A.DOCKERTY,P.A.in writing,and Seller has no knowledge of any matter affecting title to the Property. 5. The personal property contained in the building on said property,or on the said premises,and which,if any,is being sold free and clear ofall liens; encumbrances, claims and demands whatsoever. The Sellerknows 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 Seller which remains unsatisfied.There are no persons other than Seller in possession of the above described property. 6. Seller:agrees that in the event the current real estate or personal property taxes vary in amount from the figures used in making the proration used in closing the transfer and conveyance of theabove described property to said buyers,then a new proration and a correct and proper adjustment will be made upon demand. 7. There arenomatters.pending against the Seller that could give rise to a lien that would attach to the property between the. effective date of commitment and the recording of the interest to be insured. Seller has not and will not execute any instruments that would adversely affect the interest to be insured. 8. Seller's title to,and possession and enjoyment of,the property have been open,notorious,peaceable and undisturbed,and have never been disputed nor questioned. 9. There are no disputes concerning the boundary lines of the property,and the operation of any buildings on said property has been in compliance with the applicable building codes,ordinances and statutes. 10. Affiant has received no notice of any public hearing regarding assessment for improvements or changes in applicable zoning laws concerning said property within the past ninety(90)days. 11. There are no actions or proceedings now pending in any State or Federal Court to which the Seller is a party,including but not limited to,proceedings in bankruptcy,receivership or insolvency,nor are there any judgments,bankruptcies,liens or executions of any nature which constitute or could constitute a charge or-lien upon said property. 12. There are no unrecorded easements,claims of easement or rights-of-way affecting all or any portion of the property. File Number 247174-17 Doubl.Tim.. • 13. Seller understands that Section 1445 of the internal Revenue Code'provides.that a Buyer of a United States real property interest must withhold tax if the Seller is a foreign person.To infonn.the Buyer that withholding of tax is not required upon purchase of the above described property,.Seller certifies the following: a. Seller is not a nonresident alien individual,foreign corporation,foreign partnership,foreign trust or foreign estate for purposes of United Statesfederal income taxation. b. .Seller's U.S.Taxpayer Identification Number is 82-1513045 c. Seller's address is:1228 Afton Road,Miami Beach,FL 33139. d. No other persons or anodes have an ownership interest in the above described property. Seller understands the Buyer of the described propertyintends to rely on the foregoing representations in connection with the United,States Foreign investment in Real Property Tax Act.(FIRPTA).Seller understands this certification may be disclosed to the Internal Revenue Service by the Buyer and that any false statements contained in this certification may be punished by fine,imprisonment or both. Seller has the authority to sign this affidavit as either individual Seller or on behalf of an entity Seller.Under penalties of perjury,Seller states that this declaration was carefully read.and is true and correct.. 14. This affidavit is given for the purpose of clearing any possible question or objection to the title to the above referenced property and, for the purpose of inducing SUZANNE A. DOCKERTY, P.A. and Old Republic National Title Insurance Company to issue title insurance on the subject property,with the knowledge that said tide companies are relying upon the statements set forth herein.Seller hereby holds SUZANNE A. DOCKERTY,P.A.and Old Republic National Title Insurance Company harmless and fully indemnifies same(including but not limited to attorneys'fees,, whether suit be brought or not,and at trial and all ttppeliate kvels,.and court costs and other litigation expenses)with respect to the matters set forth herein."Affiant","Seller"and"Buyer"include singular or plural as context so requires or admits.:Seller further states that he/she is familiar with the nature of an oath and with the penalties as provided by the laws of the linked States and the State of Florida for falsely swearing to statements made in an instrwnent of this nature. Seller further certifies that he/shehas read,or heard read,the full facts of this Affidavit and understands its context. Under penalties of perjury,I declare that I have read the foregoing Affidavit and that the facts staled in itare true. R&D Inlet Parcel,LLC, Florida limited liability company By:. � . Print Name: N Ci,triiNe,S eS { Title: Me-r C/ostagA„(/ s(Belk,)-Pigg 2 DoublaTIrmis Eine Number.247174-17. • State of Lctrj 6E4, County of i^�.d C The f ing&cp instrument was sworn to and subscribed before me. this 2.- day of April, 2017 by s i1esf1'ck as Piernbee of It & D Inlet Parcel, LLC. a Florida limited liability company,on behalf of the corporation. He/she U is personally known to or[ 1 has produced a driver's license as identification. [Notary Seal] Notary PubG --.4f1. .—.-..."_— Printed Name:. 9nn W.'BQrnS1r2 My Commission Expires: t'. Z 5(2 U l 7 ,.;!ppY et45N,, LYNN W..BERNSTEIN � . _ Notary Public-State ot-Florida i.li ' ,`*a.;My Comm.Expires Sep 25,2017 1 A ;;Fed" ; Commission#FF 057492 I Closing,(ffW vtt(Seller)-Page 3 . Fite Number 247174.17 Doubteilrno. • EXHIBIT A (Resolution) • LIMITED UABIUTY COMPANY AFFIDAVIT STATE OF ) COUNTY OF BEFORE ME, ,the undersigned authority, personally appeared (AJY\P 5 Qsni Ck ("Afflant"),who, being first by me duly sworn,depose and say: 1. THAT Affiant is the Authorized Manager of R.& D Inlet Parcel,:LLC, a Florida . limited liability,(the"Company"). 2. THAT,as of the date of this Affidavit,the Company is active and in good standing under the laws of the State of Florida. 3. THAT the Affiant has full,power and authority to sign and deliver to The City of Miami Beach (the "Grantee') on behalf of.the Company, all documentation required by the Grantee in connection with the conveyance by the Company, including without limitation a Quit Claim Deed, Easement Agreement, Closing Affidavit, Settlement Statement (collectively,the"Conveyance Documents"), as so authorized pursuant to the resolution attached hereto as Exhibit A. 4. •THAT the conveyance is in furtherance of the Company's business and consistent with the Company's constituent documents. . . . 5. THAT the Company is member managed and the officers authorized to bind the company and their respective titles are set forth on Exhibit B hereto. 6. THAT neither the.Company, nor any officer authorized to execute the Conveyance. Documents, have ever been the subject of a bankruptcy proceeding. 7. THAT the Company is not one of a family or group of entities. 8. THAT the Grantee, Old Republic Title Insurance Company ("Title Company') and Suzanne A. Dockerty, P.A.as agent for Title Company,shall be fully protected in relying on this Affidavit,and shall be indemnified for any claims,_expenses, or lossresulting from the honoring of any signaturehereby certified,or refusing to honor any signature not so certified. Affiants further state that they are familiar with the nature of an oath and what the penalties provided by the laws of the State of Florida are for falsely swearing to statements made in an instrument of this nature, and Affiants further certify that they have read, or have heard read to them,the full facts of this Affidavit and understand its contents. (NO FURTHER TEXT/SIGNATURE PAGE FOLLOWS] R&D InletParce a Florida limited liability 9y: Name 2esn r r-/c_ Title:. Member . SW ORN and SUBSCRlBED,to before me this 2 day of `J U4')e , 2017, by .t leS 12e nttck_ as, Mciillner' of.R & D inlet Parcel,:L :C,a Florida limited.liability. Who.(4is personally!mown to me or( )has produced as identification. ak„ 41-•• Notary P lic, of loricl4 at Large. My Commission Expires: 0.066311Y4'. ., LYNN W BERNSTEIN Y. = Notary Public-State ot-Florioa '1 4 �3 My Comm.Expires Sep 25;201i '.nosaQ!• Commission#FF 057492 2 EXHIBIT B R.&D.Inlet Parcel, LLC,a Florida limited liability Name: Title: Signature: —14-0/165 flick I�ernl ur