Memorandum RE: Indian Creek Flooding Mitigation Project - 2701 and 2731 Indian Creek z.t,I7- 2-417 y et
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(cr�miamibeachfl.gov
Re: Indian Creek Flooding Mitigation Project—Closing Package
Property Address: 2701 and 2731 Indian Creek Drive, Miami Beach, FL 33140
Folio No. 02-3226-001-0922 and 02-3226-001-0912
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,
qio Araneon,game
me
MIAMIBEACH
Gisela Nanson Torres,
Senior Assistant City Attorney
Tel:305-673-7000 Ext.6955igiselatorres@miamibeachfl.gov
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Suzanne A. Dockerty, P.A.
ATTORNEY AT LAW
`° 110 Merrick Way
, �.i •� Suite 3-B
'1.71 Coral Gables, Florida 33134
agug tiNi k gc,c(0-ty 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. 247174-8.
Grantor: Sydell Indian Creek, LLC
Grantee: City of Miami Beach
Property: 2701/2731 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. 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.
truly yours,
anne A. Dockerty
Enclosures:
Settlement Statement
- Grantee: City of Miami Beach,a Florida municipal corporation
1700 Convention Center Drive, 4t''Floor,Miami Beach,Florida 33139
Grantor: Sydell Indian Creek LLC a Delaware limited liability company
c/o Sydell Group Ltd., 30 West 26th Street, 12t''Floor,New York,NY 10010
Property Location: 2701/2731 Indian Creek Drive, Miami Beach,Florida 33140(See Exhibit A
attached)
May 25, 2017
Date: ,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: $ 500.00
Title Insurance Premium($361,000): $1,880.00
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
Partial Release of Security Agreement: $ 27.00
Wire Transfer Fee/FedEx: $ 75.00
Total Grantee Settlement Fees: $3,623.10
I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief, it is a true
and accurate statement of all receipts and disbursements made on account of this transaction.
Grantee:
City of Miami Bea' , a Florida I nicipal corporation
By:
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Print Name/Title:
csulkittist
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Notre a-d as to form and Language for Execution
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Cit4A orney
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Sydell Indian Creek LLC,a Delaware limited liability company
By: Y=S Hostelta e LLC,a Delaware limited liability company,
Authorize. 4 a e
By:
Joshua gtab6lft,Vice President
•
1
2
(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.assessinents 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 55901
(612)371-1111
**. * *
* 71C By President
* * *
Attest bv--" tda4 i Secretary
SERIAL
OF6-8479895
FORM OF6(rev.12/10)(With Florida Modifications) Page 1 of 5
File Number:247174-8 DoubleTime®7.0.6
Old Republic National Title Insurance Company
OWNER'S POLICY
Schedule A
Policy No.: Date of Policy: Agent's File Reference:
0F6-8479895 June 7,2017 @ 01:58 PM 247174-8
Amount of Insurance: $361,000.00 Premium: $1,880.00
Address Reference: 2701/2731 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. 2017R0322424 in Official Records Book 30564, Page 4373, 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:
ALL THAT LAND LYING WEST OF INDIAN CREEK DRIVE AND BETWEEN THE NORTH LINE
OF LOT 9, OF SAID BLOCK 9, PRODUCED WESTERLY TO THE WATERS OF INDIAN CREEK
AND THE SOUTH LINE OF LOT 12, OF SAID BLOCK 9, PRODUCED WESTERLY TO THE
WATERS OF INDIAN CREEK AS THE SAME IS SHOWN BY THE AMENDED MAP OF THE
OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, ACCORDING
TO THE PLAT THEREOF,RECORDED IN PLAT BOOK 5,AT PAGE 7,OF THE PUBLIC RECORDS
OF DADE COUNTY,FLORIDA NOW KNOWN AS MIAMI-DADE COUNTY,FLORIDA.
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 Signature
Suzanne A.Dockerty
Attorney at Law
8:20120118 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:
0F6-8479895 247174-8
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. Matters 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.
4. Perpetual non-exclusive easement of ingress and egress set forth in Easement Agreement between the City of Miami
Beach and Sydell Indian Creek,LLC recorded on June 7,2017 in O.R.Book 30564,Page 4382,of the Public Records
of Miami-Dade County,Florida.
5. 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
(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 orassessments 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 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 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
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
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 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 afpayment 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
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CFN 201780322424
OR BK 30564 Pss 4373-4381 (9Pss)
RECORDED 06/07/2017 13:58:09
This instrument was prepared by and after DEED DOC Tx0.60$0.45suRrax � .4545
recording should be returned to: HARVEY RUVIN► CLERK OF COURT
MIAMI-DADE COUNTY, FLORIDA
Raul J. Aguila, City Attorney
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
A portion of Folio Number:02-3226-001-0910 and 0920 (Reserved for Clerk of Court)
` 100 . 6, 0
QUIT-CLAIM DEED AND EASEMENT AGREEMENT
THIS QUIT-CLAIM DEED, made as of this !U day of Acl , 2017 (the
Effective Date), by Sydell Indian Creek LLC, a Delaware limitedliabilitty company, whose
address is 30 West 26th Street, 12th Floor, New York, NY 10010 ("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, First Party wishes to sell 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 the adjoining seawall, as authorized pursuant to City of Miami Beach Resolution No. 2017-
29749,
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 in and to the following described land, situate, lying and being in Miami-Dade
County, Florida, (the"Property") and legally described as follows:
ALL THAT LAND LYING WEST OF INDIAN CREEK DRIVE AND BETWEEN
THE NORTH LINE OF LOT 9, OF SAID BLOCK 9, PRODUCED WESTERLY TO
THE WATERS OF INDIAN CREEK AND THE SOUTH LINE OF LOT 12, OF
SAID BLOCK 9, PRODUCED WESTERLY TO THE WATERS OF INDIAN
CREEK AS THE SAME IS SHOWN BY THE AMENDED MAP OF THE OCEAN
FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY,
ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 5, AT
PAGE 7, OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA NOW
KNOWN AS MIAMI-DADE COUNTY, FLORIDA.
TO HAVE AND TO HOLD the same together with all the tenements, hereditaments and
appurtenances thereunto belonging.
1
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 in, over, on, and through the Property, specifically for the
benefit of First Party's property (as defined in the Easement Agreement), pursuant to the terms
and 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: Sydell Indian Creek LLC,
a Delaware limited liability company
By: Y-S Hostel Real Estate LLC,
a Delaware limited liability company,
its sole m- oer
Witnesses: 1/
Print Name: P16-"vt c `"C Pr'r ame: Joshua Babbitt
Title:Vice President
/�;
Print Name: I/
rGC 6c11,0
STATE OF NEW YORK )
ss:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this/0 day of/�� , 2017
by Joshua Babbitt, as Vice President of Y-S Hostel Real Estate LLC, on behalf ofll Indian
Creek LLC, a Delaware limited liability company,who is personally known to me.
My Commission Expires: 0,4—,2\ (N•tary Public, State of N-w\ ork
JONATHAN POLANSKY
NOTARY PUBLIC-STATE OF NEW YORK
No.01P06354687
Qualified In Queens County
My Commission Expires 02-21-2021
2
Exhibit"A"
Easement Agreement
This Easement Agreement ("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 Sydell Indian Creek
LLC, a Delaware limited liability company, whose address is 30 West 26th Street, 12th Floor,
New York, NY 10010 ("Sydell LLC") (the City or Sydell LLC 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:
ALL THAT LAND LYING WEST OF INDIAN CREEK DRIVE AND BETWEEN
THE NORTH LINE OF LOT 9, OF SAID BLOCK 9, PRODUCED WESTERLY TO
THE WATERS OF INDIAN CREEK AND THE SOUTH LINE OF LOT 12, OF
SAID BLOCK 9, PRODUCED WESTERLY TO THE WATERS OF INDIAN
CREEK AS THE SAME IS SHOWN BY THE AMENDED MAP OF THE OCEAN
FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY,
ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 5, AT
PAGE 7, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.
WHEREAS, Sydell LLC is the owner of that land, situate, lying and being in Miami-Dade
County, Florida ("Sydell's Property") legally described as:
LOTS 9, 10, 11 AND 12, IN BLOCK 9, AS THE SAME IS SHOWN BY THE
AMENDED MAP OF THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH
IMPROVEMENT COMPANY, ACCORDING TO THE PLAT THEREOF,
RECORDED IN PLAT BOOK 5, AT PAGE 7, OF THE PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA.
WHEREAS, Sydell LLC 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 Sydell's Property;
WHEREAS, the City has the authority and capacity to grant the perpetual, nonexclusive
easement granted herein pursuant to City of Miami Beach Resolution Number 2017-29749; •
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:
3
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 Sydell LLC, its successors and assigns, a perpetual, non-
exclusive easement for ingress and egress in, over, on, and through the City's Property,
including over and across any seawall and/or bulkhead, for the benefit of the Sydell
Property, including securing 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 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.
4. Sydell will have the right to construct, maintain and operate, at its sole cost and
expense, improvements in connection with a Marine Related Use ("Marine
Improvement"). All Marine Improvements shall require the City Manager's prior written
consent, which consent shall not be unreasonably withheld; provided that: (1) Sydell
LLC is 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. Sydell shall be responsible for reimbursing the City for any real estate
taxes (including ad valorem taxes) assessed upon the City's Property as a direct result
of any Marine Improvements constructed, operated or maintained by Sydell and/or any
Marine Related Uses operated by Sydell. The City agrees to cooperate with Sydell
should Sydell choose to appeal any such assessment.
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"). The City shall not unreasonably withhold any approval that
may be required by Federal or State agencies or similar third parties for the construction
of all approved Marine Improvements. following completion of any Marine Improvement,
Sydell LLC, at its sole cost and expense, shall have the sole responsibility for repairing
and maintaining the Marine Improvement and any surrounding area thereto, including,
without limitation, the seawall. Sydell LLC 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 Sydell LLC fail to maintain the Easement Area or any Marine Improvements
constructed in connection with any Marine Related Uses, upon receipt of thirty(30)days
written notice from the City, and Sydell LLC'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 Sydell LLC's repair obligation and Sydell LLC shall
4
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 3, Sydell LLC shall have the right to access
any portion of the City's Property which may be reasonably necessary to grant Sydell
LLC access to the Marine Improvements or in connection with the operation of the
Marine Related Use. Upon the City approving a Marine Improvement, the parties 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 Sydell, LLC'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. 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 City's Property, to verify compliance with the conditions of this Easement
Agreement and any applicable Laws.
11.Sydell LLC, 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 use of the Easement Area or Marine Improvement or in connection with the Marine
Related Use.
12. Insurance.
a. Construction Insurance. Upon approval of the first Marine Improvement by the City,
but no later than the date Sydell LLC secures all required governmental approvals to
commence construction, Sydell LLC shall purchase and thereafter maintain
insurance on the City's Property, during construction, 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, Sydell LLC shall secure
and thereafter maintain, at all times, insurance covering the Easement Area and all
5
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 with the minimum amounts as follows:
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. Sydell LLC shall provide
the City with a certificate of insurance evidencing said coverages.
Sydell, LLC 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:
If to the City at: City of Miami Beach, City Hall
• 1700 Convention Center Drive
. ..,...._. - -
_ - .
. ....-.: _ _. iamr= enc ,;, on'a:: _ . :._.. .- --=- . .-
Attention: City Manager
With a copy to: City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 3313
Attention: City Attorney
If to Grantee at: Sydell Indian Creek, LLC
30 West 26 Street, 12th Floor
New York, NY 10010
Attention: General Counsel
With a copy to: Bilzin Sumberg Baena Price&Axelrod, LLP
1450 Brickell Avenue, 23rd Floor
Miami, Florida, 33131
Attention: Javier F. Avino, Esq.
6
Notices personally delivered or sent by overnight courier shall be deemed given on the
date of delivery and notices mailed in accordance with the foregoing shall be deemed
given three (3) days after deposit in the U.S. mails. 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, SYDELL LLC 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 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
'`---A reement"'are"a urtenant"to'the City's Prof erty: The provisions 'hereof`shall run-'with '
9 pp .
the land, shall be binding on the parties hereto, their successors and assigns, and shall
inure to the benefit of Sydell's Property.
[Signature Pages Follow]
7
Signed, witnessed, executed and acknowledged this /(.-day of , 2017.
Signed, sealed and delivered
in the presence of: Sydell Indian Creek LLC,
a Delaware limited liability company
i 'tnesses: AO
1C
By:-
, ,
l q, tt ( Krrwvt r
Print Namkv\A PriniYAA I iiiiii tt
VICE PSESIDtN1
3avyveorrelit Title:
Print Name:
STATE OFV/, )
) ss:
COUNTY OF (\ ., )
lAte foregoing instrumentas kn�oledged before this lb day of
, 2017 by by 1fb- , as � , on
behalf of Sell Indian Creek LL , a Delaware limited liability company, who is personally
known to a -es-id ' ati .
My Commission Expires: arylublic, State of
../ -14z
JONATHAN POLANSKY
NOTARY PUBLIC-STATE OF NEW YORK
No.01P06354687
Qualified In Queens County
My Commission Expires 02-21-2021 '
8
OR BK 31)564 PG 4381
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:
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 , on
behalf of the City of Miami Beach, a Florida municipal corporation, who is personally known to
me or who has produced as identification.
My Commission Expires: Notary Public, State of Florida
9
11111111111111111111111111111111111111111.1111;=
c:FI4 2017803224-25
OR BK 30564 Pss 4382-4388 (7Pss)
RECORDED 06/07/2017 13:68:09
This instrument was prepared by and after DEED DOC 7SURTAX 45 $0.60
recording should be returned to: HARVEY RUVIN: CLERK OF COURT'
MIAMI-DADE COUNTY? FLORIDA •
Raul J. Aguila, City Attorney
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
A portion of Folio Number:02-3226-001-0910 and 0920 (Reserved for Clerk of Court)
EASEMENT AGREEMENT
This Easement Agreement ("Agreement") is made this 25 day of ri A7 , 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 Sydell Indian Creek
LLC, a Delaware limited liability company, whose address is 30 West 26th Street, 12th Floor,
New York, NY 10010 ("Sydell LLC") (the City or Sydell LLC 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:
ALL THAT LAND LYING WEST OF INDIAN CREEK DRIVE AND BETWEEN THE NORTH
LINE OF LOT 9, OF SAID BLOCK 9, PRODUCED WESTERLY TO THE WATERS OF INDIAN
CREEK AND THE SOUTH LINE OF LOT 12, OF SAID BLOCK 9, PRODUCED WESTERLY TO
THE WATERS OF INDIAN CREEK AS THE SAME IS SHOWN BY THE AMENDED MAP OF
THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY,
ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 5, AT PAGE 7, OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.
WHEREAS, Sydell LLC is the owner of that land, situate, lying and being in Miami-Dade
County, Florida ("Sydell's Property") legally described as:
LOTS 9, 10, 11 AND 12, IN BLOCK 9, AS THE SAME IS SHOWN BY THE AMENDED MAP OF
THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY,
ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 5, AT PAGE 7, OF THE
PUBLIC RECORDS OF MIAMI-DARE COUNTY, FLORIDA.
WHEREAS, Sydell LLC 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 Sydell's Property;
WHEREAS, the City has the authority and capacity to grant the perpetual, nonexclusive
easement granted herein pursuant to City of Miami Beach Resolution Number 2017-29749;
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.
1
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 Sydell LLC, its successors and assigns, a perpetual, non-
exclusive easement for ingress and egress in, over, on, and through the City's Property,
including over and across any seawall and/or bulkhead, for the benefit of the Sydell
Property, including securing 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 thpreto, in
connection with the construction, operation and maintenance of 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.
4. Sydell will have the right to construct, maintain and operate, at its sole cost and
expense, improvements in connection with a Marine Related Use ("Marine
Improvement'). All Marine Improvements shall require the City Manager's prior written
consent, which consent shall not be unreasonably withheld; provided that: (1) Sydell
LLC is 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. Sydell shall be responsible for reimbursing the City for any real estate
taxes (including ad valorem taxes) assessed upon the City's Property as a direct result
of any Marine Improvements constructed, operated or maintained by Sydell and/or any
Marine Related Uses operated by Sydell. The City agrees to cooperate with Sydell
should Sydell choose to appeal any such assessment,
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"). The City shall not unreasonably withhold any approval that •
may be required by Federal or State agencies or similar third parties for the construction
of all approved Marine Improvements. Following completion of any Marine Improvement,
Sydell LLC, at its sole cost and expense, shall have the sole responsibility for repairing
and maintaining the Marine Improvement and any surrounding area thereto, including,
without limitation, the seawall. Sydell LLC 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 Sydell LLC fail to maintain the Easement Area or any Marine Improvements
constructed in connection with any Marine Related Uses, upon receipt of thirty(30) days
2
written notice from the City, and Sydell LLC'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 Sydell LLC's repair obligation and Sydell LLC 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 3, Sydell LLC shall have the right to access
any portion of the City's Property which may be reasonably necessary to grant Sydell
LLC access to the Marine Improvements or in connection with the operation of the
Marine Related Use. Upon the City approving a Marine Improvement, the parties 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 Sydell, LLC'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. 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 City's Property, to verify compliance with the conditions of this Easement
Agreement and any applicable Laws.
11. Sydell LLC, 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 use of the Easement Area or Marine Improvement or in connection with the Marine
Related Use.
12. Insurance.
a. Construction Insurance. Upon approval of the first Marine Improvement by the
City, but no later than the date Sydell LLC secures all required governmental
approvals to commence construction, Sydell LLC shall purchase and thereafter
maintain insurance on the City's Property, during construction, 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
3
insurance for the Contractor, reflecting the City as an additional insured (collectively
"Construction Insurance").
b. Upon completion of the first approved Marine Improvement, Sydell LLC 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 with the minimum amounts as follows:
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. Sydell.LLC shall provide
the City with a certificate of insurance evidencing said coverages.
Sydell, LLC shall provide the City with writtennotice 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:
If to the City at: City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 3313
Attention: City Manager
With a copy to: City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 3313
Attention: City Attorney
If to Grantee at: Sydell Indian Creek, LLC
30 West 26 Street,l 2th Floor _
New York, NY 10010
Attention: General Counsel
4
With a copy to: Bilzin Sumberg Baena Price &Axelrod, LLP
1450 Brickell Avenue, 23rd Floor
Miami, Florida 33131
Attention: Javier F.Avin0, Esq.
Notices personally delivered or sent by overnight courier shall be deemed given on the
date of delivery and notices mailed in accordance with the foregoing shall be deemed
given three (3) days after deposit in the U.S. mails. 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, SYDELL LLC 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 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, their successors and assigns, and shall
inure to the benefit of Sydell's Property.
[Signature Pages-Follow]
5
Signed,witnessed, executed and acknowledged this 14th day of April, 2017.
Signed, sealed and delivered
in the presence of: Sydell Indian Creek LLC,
a Delaware limited liability company
By: Y-S Hostel Real Estate LLC,
a Delaware limited liability company,
its sole memb r
Witnesses: filo/
IS
Print Name: Print Na-.Joshua Babbitt
7,4^.1 Fig-^V .?° c-`'L Title: Vii- President
be-Aga (4) o
Print&,7Name:�� A6c1b00. )
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this /o day of , 2017
by Joshua Babbitt, as Vice President of Y-S Hostel Real Estate LLC, on behalf of Sydel Indian
Creek LLC, a Delaware limited liability company,who is personally known to e. ,
. i4.4-41/frAf '0 My Commission Expires: 0�,al'--a0
a 0 l Ny(ry Public, State of Ne j ork
JONATHAN POLANSKY
NOTARY PUBLIC-STATE OF NEW YORK
No.01P06354687
Qualified In Queens County
My Commission Expires 02-21-2021
6
OR BN. 30564 PG 4388
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 co 'oration
WitnS ,f.,1+�
Rafael E. Granado, Cityr ""I,o jifo '
M .1e�, City Manager
Print ► •
Cle �• "i.'�i—`, m
err— g//; ':INCORp bRA nu
Print s e: �i�,,9 • �4~
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
AI
�The foregoing instrument w s acknowledged before me this O(-5 day of
(Uv'1 , 2017 by S( y . ku012Al 2 C , as Ci� MAMAGe,i , on
behalf o he City of Miami Beach, 8-Florida municipal corpor• ion, whos personally known to
me or who has produced as io tification.
My Commission Expires: Notary Public, State o Florida
A 4AY"y'''• FERNANDA SILVA
fs
s:4 i�• ., MY COMMISSION#FF 155x332
- 6i�
, EXPIRES:August 27,2018 p @:... Bonded Thru Notary Public Undolwrilers
.
APPROVED AS TO
FORM & LANGUAGE
& FQR ECCE TION Z2 `
� � 7
City Attorney ArK Dote
111111111111111111111111111111111111111111111
CFN 201780322426
OR BK 30564 P9s 4389-4392 (4P9s)
RECORDED 06/1)7/2017 13:58:09
This instrument was prepared by HARVEY RUVIN, CLERK OF COURT
and return to: h1IAMI-DADE COUNTY? FLORIDA
Suzanne A. Dockerty,Esq.
Suzanne A. Dockerty, P.A.
110 Merrick Way, 3-B
Coral Gables, FL 33134
PARTIAL RELEASE OF MORTGAGE,ASSIGNMENT OF LEASES
AND RENTS AND SECURITY AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, FREEHAND HOTEL GAP LENDER, LLC, a Delaware limited
liability company (the "Mortgagee"), whose address is 399 Park Avenue, 18th Floor,New York,
NY 10022, is the owner and holder of the documents set forth as follows: (i) Mortgage to NS
Income Opportunity Reit Holdings, LLC, a Delaware limited liability company, mortgagee(s),
recorded under O.R. Book 27955, Page 1426, as Modified in O.R. Book 28434, Page 1425, as
assigned to NSREIT DOR LOAN, LLC., by virtue of the Assignment of Mortgage recorded in
O.R. Book 28509, Page 2899, Public Records of Miami-Dade County, Florida; (ii) UCC
Financing Statement between Sydell Indian Creek LLC, and Nextel South Corp., a Georgia
corporation Income Opportunity Reit Holdings, LLC, as recorded in O.R. Book 27955, Page
1455, as continued in O.R. Book 28109, Page 605, O.R. Book 28434, Page 1456 and assigned in
O.R. Book 28509, Page 2898, Public Records of Miami-Dade County, Florida; (iii) Assignment
of Leases and Rents, filed 01/09/2012, in O.R. Book 27955, Page 1445, as amended and restated
in O.R. Book 28434, Page 1446 and assigned in O.R. Book 28509, Page 2904, Public Records of
Miami-Dade County, (iv) Assignment of Mortgage, Assignment of Leases and Security
Agreement, recorded in O.R. Book 29265, Page 3535, Public Records of Miami-Dade County,
Florida; (v) Notice of Future Advance and Amended and Restated Mortgage, Assignment of
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, recorded
under O.R. Book 29265, Page 3540 (collectively the "Mortgage").
WHEREAS, the said Mortgagor has requested the said Mortgagee to release the
premises hereinafter described, being part of said mortgaged premises, from the lien and
operation of said Mortgage.
NOW, THEREFORE, that the said Mortgagee as well in consideration of the premises
as of the sum of TEN DOLLARS ($10.00) to it paid by the said Mortgagor at the time of the
execution hereof, the receipt whereof is hereby acknowledged, does remise, release, quit-claim,
exonerate and discharge from the lien and operation of said Mortgage unto the said Mortgagor
and its successors or assigns, all that piece, parcel or tract of land, being a part of the premises
conveyed by said Mortgage, to-wit:
See Exhibit"A" attached hereto for legal description (the"Released Property").
TO HAVE AND TO HOLD the same, with the appurtenances, unto the said Mortgagor
and its successors or assigns forever, freed, exonerated and discharged of and from the lien of
said Mortgage and UCC, and every part thereof; Provided always, nevertheless, that nothing
herein contained shall in anywise impair, alter or diminish the effect, lien or encumbrance of the
aforesaid Mortgage and UCC on the remaining part of said mortgaged premises not hereby
released therefrom, or any of the rights and remedies of the holder thereof.
2
IN WITNESS WHEREOF,the said Mortgagee has caused these presents to be executed
as of this "-.-2t day of r(k.tz , 2017.
Signed, sealed and delivered in FREEHAND HOTEL GAP LENDER, LLC, a
the presence of: Delaware limited liability company
BY: � =e
Print-Name: �� r .(--3,- RYAN P DELA Y
07(;(42Z-ifpt,0
PrintName:
Authorized Signatory
Print Name: OA Oa 3 �'��-���2�'itle:
By:
Print Name: Bryan Sather
Title: Authorized Signatory
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On )*AARCkO 2Z , 2017, before me, Sarah E.Frayer , a
Notary Public, personally appeared Ryan Delaney and
Bryan Sather , who proved to me on the basis of satisfactory evidence to be the
persons whose names are subscribed to the within instrument and acknowledged to me that they
executed the same in their authorized capacities, and that by their signatures on the instrument
the persons, or the entity upon behalf of which the persons acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal. SARAH E.PRAYER
: `- Commission•2134934
LCU1/44PdL) ttiCt 'aim; ?! Notary Public-California
z 4% Los Angeles County
�""• Comm.E fres Dec 3,2019 r
Signature of No ryPubl _ _____my___ _ __ _ ____t
OR SK 30564 PG 4392
LAST PAGE
•
EXHIBIT "A"
ALL THAT LAND LYING WEST OF INDIAN CREEK DRIVE AND BETWEEN THE
NORTH LINE OF LOT 9, OF SAID BLOCK 9, PRODUCED WESTERLY TO THE WATERS
OF INDIAN CREEK AND THE SOUTH LINE OF LOT 12, OF SAID BLOCK 9, PRODUCED
WESTERLY TO THE WATERS OF INDIAN CREEK AS THE SAME IS SHOWN BY THE
AMENDED MAP OF THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH
IMPROVEMENT COMPANY, ACCORDING TO THE PLAT THEREOF, RECORDED IN
PLAT BOOK 5, AT PAGE 7, OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA
NOW KNOWN AS MIAMI-DADE COUNTY, FLORIDA.
A portion of Folio Number: 02-3226-001-0910 and 0920
0
Closing Affidavit
(Seller)
Before me,the undersigned authority,personally appeared the undersigned("Affiant"),who being by me first duly sworn,
on oath,de— (s)and say(s)..hat:.
1.• .Sydell Indian Creek.LLC; a Delaware limitedliability 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
ALL THAT LAND LYING WEST OF INDIAN CREEK DRIVE AND BETWEEN THE NORTH
LINE OF LOT 9,OF SAID BLOCK 9,PRODUCED WESTERLY TO THE WATERS OF INDIAN
CREEK AND.THE SOUTH LINE OF LOT 12,OF SAID BLOCK 9,PRODUCED WESTERLY TO.
THE WATERS OF INDIAN CREEK AS.THE SAME IS SHOWN BY THE AMENDED MAP OF
THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY,
ACCORDING TO THE PLAT THEREOF,RECORDED IN PLAT BOOK 5,AT PAGE 7,OF.THE
PUBLIC .RECORDS OF DADE COUNTY, FLORIDA NOW KNOWN AS MIAMI-DADE
COUNTY,FLORIDA.
2.. The above described property is free and clear of all liens, taxes,encumbrances and claims of every kind,nature and
description of record whatsoever,except for mortgage or mortgages, if any, described in the Deed and except for.real
estate andpersonal property taxes for the year 2017,which are not yet due and payable.
3. There have been no improvements,alterations,or repairs since acquisition by the Sellerto the above described property
for which the costs thereof remain unpaid, that thereare no claims for labor or material furnished for repairingor
improving the same,which remain unpaid since the acquisition by Seller,and that there arc no mechanic's,materialmen's,
or laborer's liens since acquisition by Seller against the above described property
4. There have been nodocuments recorded in the Public Records of Miami-Dade County, Florida subsequent to .
February 26, 2017, which affect title to.the Property and Seller has not entered into any contracts for the sale,
disposition or leasing of the Property since said date except as may have been disclosed to SUZANNE A.DOCKERTY,
P.A.in writing,and Seller has no knowledge of any matter affecting title to the Property.
5. The personal property contained in the building on said property,or onthe said premises,and which,if any,is being sold
free and clear of all liens, encumbrances, claims and demands whatsoever. The Seller knows of noviolations of i
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 the above described property to said buyers,then a
new proration and a.correct and proper adjustment will be made upon demand;
7. There are no matters pending against the Seller that could give rise to a lien that would attach to the property between the
effective date of commitment,and the recording of the interest to be insured. Seller has not and will not execute any
instruments that would adversely affect the interest to be insured:
•
8. Seller's title to,and possession and enjoyment of,the property have been open,notorious,peaceable and undisturbed,and
have never been disputed nor questioned.
9. There are no disputes concerning the boundary lines of the property,and:the operation of any buildings on said property
has been in compliance with the applicable buildingcodes,ordinances and statutes.
10.-Affiant has received no noticeof any public hearing regarding assessment for improvements or changes in
zoninglaws concerning said property within the past ninety(90)days.
rile.Number.247174-8 boubleTimes •
C
I t, There are no actions or proceedings-ttout.psndine in_any State-nr-fed eiletis-a-party;int:l
) t not pdtn,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.
13. Sellerunderstands that Section 1445 of the Internal Revenue Code provides that a Buyer of a United States real property
interest must withhold tax if the Seller is a foreign person.To inform the Buyerthat withholding of tax'is not required.
upon purchase of the above described property,Seller certifies the following:
a. Seller is not a nonresident alien individual,foreign corporation,foreign partnership,foreign trust or foreign estate for
purposes of United States federal income taxation.
b. Seller's:U.S.Taxpayer Identification Number is 80-0748316.
c. Seller's address.is:30 W.26th St#12,New York,NY 10010.
d. No other persons or entities have an ownership interest in the above described property:
Sellerunderstands the Buyer of the described property intends to rely on the foregoing representations in connection with
the United States Foreign Investment in Real Property Tax Act.(FIRPTA).Seller understands this certification may be
disclosed to the Internal Revenue Service by the Buyer and that any false statements contained in this certification may be
punished by fine,imprisonment or both. Seller has the authority to sign this affidavit as either individual Seller or on
behalf of an entity Seller.Under penalties of perjury,Seller states that this declaration was carefully read and is true and
correct.
•
14. This affidavit is given for the purpose of clearing any possible question or objection to the title to the above referenced
property and, for the purpose of inducing SUZANNE A. DOCKERTY, P.A. and Old Republic National Title.
Insurance Company to issue title insurance on the subject property,with the knowledge that said title companies are
relying upon the statements set forth herein.Seller hereby holds SUZANNE A.DOCKERTY,P.A.and Old Republic
National Title Insurance Company harmless and fully indemnifies same(including but not limited to attorneys' fees,
whether suit be brought or not,and at trial and all appellate levels,and court costs and other litigation expenses)with
respect to the matters set forth herein."Affiant","Seller"and"Buyer'include singular or plural as context so requires or
admits, Seller further states that he/she is familiar with the nature of an oath and with the penalties as provided by the
laws of the United States and the State of Florida for falsely swearing to statements made in an instrument of this nature.
Seller further certifies that he/she has read,or heard read,the full facts of this Affidavit and understands Its context.
Underpenalties of perjury,I declare that I have read the foregoing Affidavit and that the facts stated in it are true.
Sydell Indian Creek LLC,.a Delawarelimited liability company
By:Y-S Hostel Real Es L ' elaware limited liability company
Authorized na r
By:
Josh a Ice President
•
Closing Affidavitgelled-Page 2
Fite Number.247174-8 noubfoTimem
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
r/�
The foregoing instrument was sworn to and subscribed before me this/D• day of 2017 by '
Joshua Babbitt,as Vice President of Y-S Hostel Real Estate LLC,.a Delaware limited liability-come on behalf of the
company, ] who is. personally known to .. me or [ ]. who has produced
as identification.
My Commission Expires: ,Notary Public,State of New Y rk
JONATHAN .POLANSKY
NOTARY PUBLIC-STATE OF NEW.YORK
No.01P06354887
Qualified In Queens County
My Commission Expires 02-21=2021
•
Closing Affidavit(Seller).Page 3
File Number 247174.8 DoublaTimes
•
LIMITED LIABILITY COMPANY AFFIDAVIT
STATE OF NEW YORK )
COUNTY OF NEW YORK )
BEFORE ME, the undersigned authority, personally appeared Y-S Hostel Real Estate,
LLC("Affiant"),who, being first by me duly sworn,depose and say:
1. THAT Affiant is the Authorized Manager of Sydell Indian Creek LLC, a Delaware
limited liability company(the"Company").
2. THAT, as of the:dateof this Affidavit, the Company is active and in good standing under
thelawsof the State of Delaware.
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 authorizedpursuant 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, . .
6. THAT.the Company is membermanaged and the officers authorized to bind the
company and their respective titles are set forth on Exhibit B hereto.
•
6. THAT the Company has never been the subject of a bankruptcy proceeding.
7. THAT the Grantee, Old Republic Title Insurance Company ("Title Company") and
Suzanne A. Dockerty, P.A.as agent for Title Company, shall be fully protected in relying •
on this Affidavit,and shall be indemnified for any claims,expenses,or loss resulting from • I
the honoring of any signature hereby certified, or refusing to honor any signature not so
certified.
Affiants further state that they are familiar with the nature of an oath and what the.
penalties provided by the laws of the State of Florida are for falsely swearing to statements
made In an Instrument of this nature, and:Affiants further certify that they have read, or have.
heard read to them,the full facts of this Affidavit and understand its contents.
[NO.FURTHER TEXT/SIGNATURE PAGE FOLLOWS]
C•
Y-S Hostel Real Estate LLC, a ■- - are limited liability company
Authorized Manager
4Ij
By:
��
Joshua B-•batt, ce President
SWORN and SUBSCRIBED to before me this ` t/ day of if ,2017,
by Joshua Babbitt as,yse President of Y S Hostel Real Estate LLC, a D law re limited liability
company. Who • ,r). Is personally known to me or
( has produced
as identification.
Notary`Public, State of New York ✓ .
My Commission.Expires: 0.0/,--,2 /- O (
JONATHAN POLANSKY
NOTARY PUBLIC-STATE OF NEW YORK
No.01P06354687
Qualified In Queens County
My Commission Expires 02-21-2021
2
• _ C
EXHIBIT A
(Resolution)
CORPORATE RESOLUTION OF
Y-S HOSTEL REAL ESTATE LLC
The undersignedcertifies that at a meeting of al of tihe(�rectors of Y-S Hostel Real Estate
LLC,a Delaware limited liability company held on frt 4I /1. ,2017, the following
resolution was duly adopted and voted,and it is in full force and:effect and has not been rescinded or
countermanded as of the date hereof;.
RESOLVED, that Joshua Babbitt, as Vice President of Y-S Hostel Real Estate LLC, a
Delaware limitedliability company is hereby authorized and directed to execute and deliver any and
all such instruments, agreements,deed,and such other documentsand take such other action on behalf
of Y-S Hostel Real Estate LLC, a Delaware limited liability company as may be necessary or
appropriate to close on the conveyance of a portion of 2731 Indian.Creek Drive, Miami Beach, FL
33139 and easement all as described in the Quit Claim Deed.and Easement.Agreement attached hereto
and made a part hereof,and to otherwise carry out the transaction contemplated by or to be taken byY-S
Hostel Real Estate LLC,a Delaware limited liability company.. All documents shall be in such form
as is deemed in the best interest of Y-S Hostel Real Estate LLC, a Delaware limited liability
company in the opinion of Joshua Babbitt,whose determination thereof shall be conclusive and final:
•
FURTHER RESOLVED, That the Conveyance described herein:does not.constitute all or
substantially all of the assets of Y-S Hostel Real Estate LLC,a Delaware limited liability company.
CERTIFIED TO this )D ' day of 2017.
Y-S Hostel Re, a.tate LLC,a Delaware
limited liabi ty - any
6(4,, / By: �Oi •
Witness Name:
Print N (:
-
s � '• �
•
itnesd NarrZe: r K h A tai rim Title'
- o
9
EXHIBIT B.
Y-S Hostel Real Estate LLC
a Delaware limited liability company
Na a; Title:
•
*AA A4
►�