Closing Certificate 1 � �� 111111111111111111111111111111111111111111111
CFN 2019R0765271
OR BK 31720 P9s 4947-4949 (3P9s)
RECORDED 12/10/2019 15:43:44
Prepared by and when recorded return to: HARVEY RUVINv CLERK OF COURT
MIAMI-DADE COM-11"Yc FLORIDA
Raul J.Aguila, City Attorney
City of Miami Beach
1700 Convention Center Drive,4th Floor
Miami Beach, Florida 33139
(Space for Clerk)
CLOSING CERTIFICATE
This CLOSING CERTIFICATE (this "Certificate") is made effective as of December
/b , 2019, by the CITY OF MIAMI BEACH, a Florida municipal corporation, with an
address of 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City") to and in
favor of 7450 OCEAN TERRACE LLC, a Delaware limited liability company, 7436 OCEAN
TERRACE LLC, a Delaware limited liability company, 7420 OCEAN TERRACE
INVESTMENT, LLC, a Florida limited liability company, 7410 OCEAN TERRACE LLC, a
Delaware limited liability company, 7400 OCEAN TERRACE, LLC, a Florida limited liability
company, 7409 COLLINS AVE INVESTMENT, LLC, a Florida limited liability company, 7421
COLLINS AVE INVESTMENT, LLC, a Florida limited liability company, 7433 COLLINS
AVE INVESTMENT, LLC, a Florida limited liability company, 7439 COLLINS AVE
INVESTMENT LLC, a Florida limited liability company, and 7441 COLLINS AVE
INVESTMENT, LLC, a Delaware limited liability company, each having its respective
principal place of business at 1035 North Miami Avenue, Suite 201, Miami, Florida 33136
(collectively, the "Developer"), and FIRST AMERICAN TITLE INSURANCE COMPANY
("FATIC").
RECITALS
A. On July 31, 2019, the City approved Resolution No. 2019-30927 (the
"Resolution"), authorizing the vacation of the City's beneficial and legal interest in certain right-
of-way parcels in 74th Street, 75th Street, and Ocean Terrace (the "Street Vacation") to enable
Developer and its affiliates to redevelop their property and construct certain park and streetscape
improvements within and about the vacated right-of-way parcels, in accordance with that certain
Development Agreement between the City and the Developer dated July 31, 2019, recorded in
Book 31563, Page 1201 of the Public Records of Miami-Dade County, Florida (the
"Development Agreement"), as affected by a certain Letter Agreement between the City and
the Developer dated December !b , 2019 (the"Letter Agreement").
B. The Resolution conditions the effectiveness of the Street Vacation upon the City
Commission's approval of, and the Developer's satisfaction of, certain terms and conditions set
forth in the Development Agreement, including the requirement that the Developer (1) grant to
the City a perpetual easement over, across and under the vacated right-of-way areas for utilities
and public vehicular, pedestrian, and recreational use and access; and (2) develop, design, and
construct, at the Developer's sole cost and expense (except for the payment of certain City fees),
certain public park and streetscape improvements in the vicinity of Ocean Terrace, between 73rd
50900236;2
Street and 75th Street, with such public improvements having a value of approximately Fourteen
Million Eight Hundred Thousand Dollars ($14,800,000.00).
C. The specific conditions precedent to the effectiveness of the Street Vacation are
memorialized in Section 5 of the Development Agreement, as affected by the Letter Agreement.
D. With the delivery of the items noted in Section 2 of this Certificate, the Developer
has satisfied all of the conditions precedent in the Resolution and in the Development Agreement
for the Street Vacation to become valid and effective, and that the City now wishes to certify the
validity and effectiveness of the Street Vacation.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City
hereby certifies as follows:
•
CERTIFICATION
1. Recitals. The above recitals are true and correct and by this reference are hereby
incorporated into the body of this Certificate as if fully set forth herein.
2. Certification. The Developer (i) has delivered to the City a certain perpetual
easement over, across, and under the vacated city right-of-way areas for utilities and public
vehicular, pedestrian, and recreational use and access, to be recorded in the Public Records of
Miami-Dade County, Florida, (ii) has delivered to the City a certain Irrevocable Standby Letter of
Credit from City National Bank in the amount of Fourteen Million Eight Hundred Thousand
Dollars ($14,800,000.00)to secure the Developer's commitment to develop,design,and construct the
public park and streetscape improvements required by the Development Agreement, and (iii) has
satisfied all other terms and conditions of Section 5 of the Development Agreement, as affected by
the Letter Agreement. Accordingly, the City hereby certifies and confirms to the Developer and
FATIC that the Developer has satisfied, completed, and discharged all of the conditions precedent
in the Resolution and in the Development Agreement for the Street Vacation to become valid and
effective, and that the Street Vacation is in fact valid and effective as of the date of this Certificate.
3. Ratification. Except for the terms and conditions certified as having been satisfied,
completed, and discharged as provided above,this Certificate does not modify any provision of, nor
does it constitute a consent to or a waiver of any noncompliance with the provisions of, the
Development Agreement, and the Development Agreement remains in full force and effect in
accordance with its terms.
4. Effective Date. The foregoing certifications are true and correct and are made as
of the date of this Certificate.
[Signatures follow]
2
OR BK. 31720 PG 4949
(LAST PAGE
Executed as of the date first above written.
CITY OF MIAMI BEACH,
a Florida municipal corporation
Attest:
•
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Rafael E. Granado Dan Gelber
City Clerk Mayor
Approved as to form and legal sufficiency: Pn!. .....
1'r` 's IHCOAP ORATED,•'
Raul J. Aguila 6.-L.�D "�4�•H•
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City Attorney If ",
STATE OF FLORIDA )
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COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this 16 f'lliay of December 2019,
by Dan Gelber, as Mayor of the City of Miami Beach, a Florida municipal corporation. He is
personally known to me or has produced as identification and who did/did
not take an oath.
NOT RY PURUC
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