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Easement Agreement with Jarost Group, LLC 2_0911 -29982 This Instrument Prepared by and return to: Raul J. Aguila, City Attorney City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 SPACE ABOVE THIS LINE FOR PROCESSING DATA Easement Agreement This Easement Agreement ("Agreement") is made this day of , 2020, by and between Jarost Group, LLC, a Florida limited liability company whose address is C/o Robert Wexler 500 Campus Drive, Suite 400, Florham Park, NJ 07932 ("Property Owner") and Venezia Hotel, LLC, a Florida limited liability company whose address is 210-71st Street, Suite 309, Miami Beach, FL 33141 ("Ground Lessee" and together with Owner, collectively "Grantors") and City of Miami Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 ("Grantee") (Grantors or the Grantee or may be referred to herein individually as a "party" or collectively as "parties"). WHEREAS, Property Owner is the owner in fee simple of the real property located in Miami-Dade County, legally described in "Exhibit "A" attached hereto (the "Property"); and WHEREAS, Ground Lessee is the occupant and user of the Property pursuant to that certain Lease Agreement dated the 8th day of November, 1944, by and between Rose Steinman and Jack H. Steinman, husband and wife, and Meier Held and Reba Held, his wife, recorded in Deed Book 2446, at Page 354, as amended by Supplement to Lease dated the 8th day of January, 1947, by and between Rose Steinman and Jack H. Steinman, husband and wife, and Meier Held and Reba Held, his wife, as recorded in Deed Book 2803, at Page 535, and further amended by Amendment to Lease dated the 16th day of July, 1947, by and between Rose Steinman and Jack H. Steinman, her husband and Malabo, Inc., a Florida corporation, as recorded in Deed Book 2890, at Page 190, and Assignment of Lease by Lessor as recorded in Official Records Book 24506, at Page 2409, all of the Public Records of Miami-Dade County, Florida (collectively, the "Ground Lease"), the current expiration date of which is December 31, 2044. WHEREAS, the Property abuts Indian Creek (the "Waterbody") and includes the area containing a seawall that is adjacent to the Waterbody (the "Seawall Area"); and WHEREAS, Grantee is replacing seawalls and elevating roadways along Indian Creek to benefit Grantors and other property owners abutting the Waterbody whose land is subject to inundation during certain tidal events; and 1 WHEREAS, Grantee needs access to and use of the Property in connection with the development of Public Related Uses (As defined in Section 3), which, at minimum, will include the construction of a new seawall ("New Seawall"), as may be upgraded from time to time by Grantee for the protection of the health, safety or welfare of the general public, and the development of a greenway and/or other type of walkway for public use and access (collectively, the "initial City Improvements"); and WHEREAS, Grantors have agreed to grant a perpetual, non-exclusive access and use easement to Grantee in, on, over, through and across the Property, including for public access; and WHEREAS, Grantors request that Grantee, and Grantee hereby agrees to, construct, install and maintain the initial City Improvements,which will include the demolition of the existing seawall; and WHEREAS, the City Manager as referenced in this Agreement shall mean the chief executive officer of the City or such person (the City Manager's designee) as may from time to time be authorized in writing by such administrative official to act for him with respect to any or all matters pertaining to the administration of this Agreement on behalf of the City, except where such authority has been expressly delegated herein to the City Commission. NOW, THEREFORE, for and in consideration of the mutual covenants, benefits and agreements of the parties and the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The above recitals are true and correct and are incorporated herein as part of this Agreement. 2. Grant of Easement. a. Grantors hereby grant, bargain, sell and convey to Grantee, its successors and assigns, for use by Grantee, its employees, agents and contractors, and representatives and licensees, a perpetual, non-exclusive access and use easement in, on, over, through and across the Property, legally described in Exhibit "A", in connection with the construction, installation, operation, repair, replacement, upgrade and maintenance of City Improvements (as defined in Section 4) and the operation of Public Related Uses (As defined in Section 3), subject to the terms and conditions set forth herein. The easement rights include rights to the upland interest over the shoreline into the Waterbody, together with all other riparian rights,as may be required under applicable Laws and any governmental authority(including the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida) having jurisdiction over the Property or the sovereign lands located adjacent thereto, to construct, install, repair, replace, upgrade or maintain the New Seawall or any future seawall developments. Additionally, the easement rights shall permit Grantee, its employees, agents and contractors and representatives and licensees to survey, mobilize, excavate, demolish, construct, inspect, store materials and equipment, install utilities, and take all other actions on the Property necessary 2 to develop City Improvements or operate Public Related Uses. b. Public Access Easement. Grantors hereby grant, bargain, sell and convey to Grantee, its successors and assigns, for use by members of the general public, a perpetual, non-exclusive access and use easement in, on, over, through and across the Property, in connection with the general public's use of City Improvements or Public Related Uses developed on the Property by City. 3. Public Related Uses. As referred to herein, Public Related Uses shall include, without limitation, a seawall/retaining wall, flood mitigation elements, a greenway, public transportation stops, kiosks bicycle paths, walkways and decks, parks, playgrounds, lighting, utilities or any other improvements and activities associated with the use of the Property by the general public; provided, however, Public Related Uses shall not include an enclosed building, including but not limited to a restroom and further provided that additional Public Related Uses may be included on the Property with the prior written consent of the Grantors. 4. City Improvements. Grantee will have the right to construct, install, operate, repair, replace, upgrade and maintain, at its sole cost and expense, improvements in connection with any Public Related Uses (the "City Improvements"). 5. Grantee Obligations. Grantee will cause plans and specifications to be prepared for any construction work related to the installation of any City Improvements (collectively the "Work") and obtain any and all governmental permits and approvals required in connection with the Work (the "Permits"). Grantee shall provide said plans and specifications to the Grantors in accordance with Section 7 and Section 12 of this Agreement. Grantors shall not withhold, condition or delay the approval of the plans and specifications relating to the Work, provided such plans are consistent with the terms of this Easement Agreement (the "Approved Plans"). Grantee shall provide Grantors with written notice seven (7) days prior to the commencement of Work. Upon completion of the Work, Grantee will accept ownership of the City Improvements, and will assume the sole responsibility to maintain the City Improvements in a good and safe condition and to repair and/or replace same as necessary from time to time, all in accordance with the Permits and any and all applicable regulations of the federal,state, County, City of Miami Beach Code of Ordinances, and any other regulation governing the City Improvements(collectively, the"Laws"). Notwithstanding the foregoing, should either the Property Owner or the Ground Lessee develop a dock or any other marine related use or improvement contiguous to the Seawall Area, then that Party (or the Property Owner after the termination of the Ground Lease) will thereafter assume the sole responsibility to maintain the New Seawall in a good and safe condition and to repair and/or replace same as deemed necessary by Grantee from time to time, all in accordance with the Permits and any and all Laws applicable thereto. 6. Grantee's responsibility with respect to the installation of any City Improvements shall include the construction and installation of such City Improvements in accordance with the Approved Plans and Permits and, upon completion of the City Improvements, the repair, replacement and maintenance of the constructed City Improvements; it being understood and agreed that (i) Grantee makes no warranty regarding the City Improvements, and (ii) Grantors disclaim any and all implied warranties of merchantability and fitness, fitness for a particular purpose, intended use, workmanship or construction respecting the City Improvements imposed by statute, -3 case law or otherwise. Should the City fail to maintain the City Improvements or otherwise comply with any of the terms of this Agreement, after having received thirty (30) days written notice thereof from Grantor and failing to remedy the condition, the Grantor may, but shall be under no obligation to, undertake and perform the City's maintenance obligations hereunder. The City shall reimburse the Grantor for said expense within thirty (30) days from presentment of the invoice. 7. Grantors Obligations. At all times prior to completion of the Work, Grantors will cooperate and provide support to Grantee in connection with the Work, including, without limitation, executing, or causing to be executed, within ten (10) business days of a request from Grantee, any application or other documentation (in recordable form if necessary) necessary in connection therewith. In furtherance thereof, Grantors hereby grant the Grantee a power of attorney to execute and submit all such applications and documentation required by any governmental authority (including the Board of Trustees of the Internal Improvement Fund of the State of Florida) having jurisdiction over the Property or the sovereign lands,which may be necessary to obtain the Permits and perform the Work in accordance with the Approved Plans. 8. Access. Grantors shall not withhold or obstruct Grantee's access to the Property, City Improvements or Public Related Uses through the installation of a fence or any other means. 9. Amendment. This Agreement may only be modified, amended, terminated or released by a recordable instrument executed by all parties hereto or their successors or assigns, and providing that same is approved by the City Commission. 10. Inspection. It is understood and agreed that any City official has the right to enter and investigate the Property, to verify compliance with the conditions of this Agreement or any applicable Laws. 11. Indemnification. Ground Lessee, and its successors and assigns, expressly agree to save, defend, indemnify and hold harmless Grantee, its employees, agents and contractors (collectively, "Grantee Indemnified Parties"), from and against any and all loss, liability, damages, claims, costs, attorneys' fees and expenses (collectively, "Losses"), arising out of or relating to Grantors' negligent or wrongful act or omission. Following termination of the Ground Lease, the Property Owner, and its successors and assigns, expressly agree to save, defend, indemnify and hold harmless Grantee Indemnified Parties, from and against any and all loss, liability, damages, claims, costs, attorneys' fees and expenses (collectively, "Losses"), arising out of or relating to Property Owner's negligent or wrongful act or omission. In consideration for this Agreement, Grantee, its successors and assigns, to the extent allowable by law, and subject to the limitation on Grantee's liability, as set forth in Section 768.28, Florida Statutes, expressly agrees to save,defend, indemnify and hold harmless Grantors, their employees, agents and contractors (collectively, "Grantors Indemnified Parties"), from and against any and all loss, liability, damages, claims, costs, attorneys' fees and expenses (collectively "Losses"), arising out of or relating to the Grantee's negligent or wrongful act or omission. Additionally, nothing contained in this Agreement shall be deemed a waiver of sovereign immunity by the Grantee. 12. Notices. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by 4 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 Grantors at: Jarost Group, LLC c/o Robert Wexler 500 Campus Dr., Suite 400 Florham Park, NJ 07932 and to Venezia Hotel, LLC 210-71st Street, Suite 309 Miami Beach, FL 33141 With a copy to: Stephen F. Katz, Esq. Greenberg Traurig, P.A. 401 E. Las Olas Blvd., Suite 2000 Fort Lauderdale, FL 33301 And a copy to: Barry T. Shevlin, PA. 111 Kane Concourse, Suite#619 Bay Harbor Islands, FL 33154 If to the Grantee at: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager With a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Attorney Notices personally delivered or sent by overnight courier, or mailed in accordance with the foregoing shall be deemed given upon receipt. The terms of this Section shall survive the termination of this Agreement. For the avoidance of doubt, all consents, notices, and approvals contemplated under this Agreement shall require the assent of both Property Owner and Ground Lessee unless the Ground Lease is terminated. 13. Remedies. The terms of this Agreement may be enforced by injunctive relief and any other available remedies. In any action at law or in equity between the parties occasioned by a default hereunder, the Prevailing Party shall be entitled to collect its reasonable attorneys' fees actually incurred in the action from the non-prevailing party at trial and all appellate levels. As used herein, the term "Prevailing Party" shall mean the party who receives substantially the relief sought. 14. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. The exclusive venue for any litigation arising out 5 of this Agreement shall be Miami Dade County, Florida. BY ENTERING INTO THIS AGREEMENT, GRANTORS AND GRANTEE EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 15. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this easement given to the City for the City Improvements and supersedes all prior agreements, understandings and arrangements, both oral and written relating to the subject matter hereof. For the avoidance of doubt,this Agreement does not supersede any private agreements between the Property Owner and the Ground Lessee. 16. Grantors Representations. Grantors covenant, warrant and represent(i) that Grantors have the right, title and capacity to grant the perpetual easements granted herein, and (ii) there are no lienholders on the Property, except for that certain Leasehold Mortgage in favor of Marquis Bank, a Florida Bank ("Mortgagee"). 17. Easements and Covenants Run with the Land. Each and all of the easements, covenants, obligations and rights granted or created under the terms of this Agreement are appurtenant to the Property. The provisions of this Agreement shall constitute covenants running with the land, shall be binding upon the parties hereto, their successors and assigns, and shall inure to the benefit of the Grantee, its successors and/or assigns. 18. Miscellaneous. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The parties to this Agreement have participated in the negotiation of this Agreement and have been represented by legal counsel (or have been afforded the opportunity to do so and have declined). Accordingly, this Agreement shall not be construed more strictly against any one of the parties hereto. The paragraph headings in this Agreement are for convenience only, shall in no way define or limit the scope or content of this Agreement, and shall not be considered in any construction or interpretation of this Agreement or any part hereof. With respect to words used in this Agreement, the singular shall include the plural, the plural the singular and use of any gender in this Agreement shall include all genders. Enforcement of the terms and provisions of this Agreement shall be at the reasonable discretion of the aggrieved party, and no waiver of any of the provisions of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted and any such waiver shall only be applicable to the specific instance in which it relates and shall not be deemed to be a continuing or future waiver. The Grantors agree to execute such further documents as may be reasonably requested by Grantee to carry out the intent and purpose of this Agreement. The invalidation of any one of these covenants or provisions of this Agreement by judgment or court order shall in no way affect any other provisions hereof, which shall remain in full force and effect to the maximum extent possible, consistent with such invalidation. [Signature Pages Follow] 6 Signed, witnessed, executed and acknowledged this ,? day of Ci c�- 'I 2020. Wit �,ses: Jarost Group, LLC, a Florida limited liability 'i i" company # , Ot,'A Rtt cRp57. By: } `eR Print Name: _ Andrea Rudner, Member 24a0m ( a rot) /or►(ei' Print Name: STATE OF AV ) ) ss: COUNTY OF ,ra t-t.-95 ) The foregoing instrument was acknowledged before me by means of[Vf physical presence or[ ] online notarization on this 3 day of r'<<re.1-- '•L_ 2020 Andrea Rudner, as Member of Jarost Group LLC, a Florida limited liability company[ ]who is personally known to me or[,]'who has produced Z----. as identification. 16111,4"'AC My Commission Expires: 7//Z Z Notary Public, State of 7//2Z- ,t/C' ir...;, gsi c„,!-;:;.."1.,'-:::: NOTgRy1. , <= cn�:., ov9LIC �1,... !y 7G 20 077��Z4.-/ '''1111)1.1 tttttttttttt 7 CJD Signed, witnessed, executed and acknowledged this day of OC--{"o9-e-I , 2020. Signed, sealed and delivered in the presence of: Witney e- 01-6/{.' Jarost Group, LLC, a Florida limited liability et 4. companyy� There sa- 15 C�1 v:\ e11 Print Name: Ja ob Steinman, Trustee of the (7 I/k/,\ Elizabeth Steinman Revocable Trust under Agreement dated August 3,2005, +'J C__ \-srfs,\ - c Member Print Name: STATE OF pi 0iiCket— ss: COUNTY OF A (�c./A-ae,-- The foregoing instrument was acknowledged before me by means of[v4physical presence or [ ] online notarization on this, " day of Odok, r , 2020 Jacob Steinman, Trustee of the Elizabeth Steinman Revocable Trust under Agreement dated August 3,2005, as Member of Jarost Group LLC, a Florida limited liability company[ ]'who is personally known to me or[ ] who has produced as identification. My Commission Expires: /-3�_ J�f Notary Public, St of F/0_0 eq., Notary Public Stale of Florida 71 Maxine J Adams My m an CoExpires 01!3112021mlasionGG 036909 8 Signed, witnessed, executed and acknowledged this (I day of 0 C4- . , 2020. Signed, sealed and delivered in the presence of: A[40,i ('a "..* d0 \ \ �� j t 1 Venezia Hotel, LLC, a Florida limited liability Witnesses: ,_ tY company Print Name: 0 r . idyl 'u'n t • By: i r Print Name: WIHaim Yehezkel, M er Print Name: Is 1 l' /i I ,i By:Llitalliar Print Na e: 40 ri r 1WI0L4✓] • . • , i.saffi, Manager . >,L Q-Q.(-Q,' STATE OF rt ) n ) ss: COUNTY OF��/n/I/1 /A7�� ) The foregoing i strument was acknow dged before me by means of[ ] physical presence or[ ] online notarization on this day of , 2020 Haim Yehezkel, as Manager of Venezia Hotel, LLC, a Florida limited liability mpany who i ers pally known to me or[ ]who has produced as identification. `"P-" ORT MIMOUN "-'- :,: MY COMMISSION#GG 162406 +r�'^`� EXPIRES:December 14,2021 N�l - Public State ofi My Commission Expires: •e'°,f eona�dTr,n,riorary Public Underwriters rY 1 l_ STATE OF FL__ ) t �) ss: COUNTY OF /�- < i 4/ 0NC) The foregoing i strument was acknowledged before me by means of[ ] physical presence or [ ] online notarization on this day r 2020 Roy Mussaffi, as Manager of Venezia Hotel, LLC, a Florida limited liability co pany who is personally known to me or[ ]who has produced as identification. ;yr► ORIT MIMOUN G My Commission Expires: & , , -''• MY COMMISSION#GG 162406N\ ary Public, tate of t•..,t,�,.,;: EXPIRES:December 14,2021 •''•dor ec° Bonded Thru NoWY Public Undowitare 9 Signed, witnessed, executed and acknowledged this day of , 2020. Signed, sealed and delivered in : presence of: 4116 AM/ Venezia Hotel, LLC, a Florida limited liability � ►f company r► l 'it a e: I Se��T By: G &A Miami, LLC, a Florid- imited Print Name) liability„ anfiger B . % ..fi�► Abraham Kramer Managin• ember Print Name: By: Print Name: Gidon Goeta, Managing Member STATE 04144,eA c ) y\AN ) ss: COUNTY ON \ ► ) The fore• •• instrumen (�. .c • ledged before me by means of[\'physical presence or [ ] online notarization on thi VP day of �. . �, ', 2020 Abraham Kramer, as anaging of G &A Miami, LLC, a Florida limited liab ity, as Manager of V- e - otel, LLC, a Florida limited liabi' company [ ]who is personally known to me or[ ]who has produced as identification. :ti''ps"r�., JOSEFINAA.MENDEZ z°•��.`: Notary Public-State of Florida 1 jr•� Commission#GG 308467Notary Publi to My Commission Expires: P; '•.i'oF�.o. My Comm.Expires Jun 3,2023 Bonded through National Notary Assn. 0 STATE OF ) ) ss: COUNTY OF The foregoing instrument was acknowledged before me by means of[ ] physical presence or [ ] online notarization on this day of ,2020 Gidon Goeta, as Managing Member of G&A Miami, LLC, a Florida limited liability company, as Manager of Venezia Hotel, LLC, a Florida limited liability company[ ]who is personally known to me or[ ]who has produced as identification. My Commission Expires: Notary Public, State of 10 Signed, witnessed, executed and acknowledged this day of , 2020. Signed, sealed and delivered in the presence of: Venezia Hotel, LLC, a Florida limited liability company Print Name: By: G &A Miami, LLC, a Florida limited Print Name: liability, Manager Com Q s kro By: Abraham Kramer, Managing Member Print Na�rie: ya-kn. O._ By: Print Name: Gido anaging Member STATE OF t' 3 r A`G1 ss: COUNTY OF The foregoing instrument was acknowledged before me by means of[ ] physical presence or[ ] online notarization on this a ) day of o , 2020 Abraham Kramer, as Managing of G &A Miami, LLC, a Florida limited liability, as Manager of Venezia Hotel, LLC, a Florida limited liability company [ ]who is personally known to me or[ ]who has produced as identification. My Commission Expires: Notary Public, State of STATE OF i S rQ e l ss: COUNTY OF 314 ti / - I s rival ) The foregoing instrument was acknowledged before me by means of[ ] physical presence or [ ] online notarization on this Q% day of ,p �► 2020 Gidon Goeta,as Managing Member of G&A Miami, LLC, a Florida limited liability company, as Manager of Venezia Hotel, LLC, a florida limited liability company [ ]who is personally known to me or[ ]who has produced O ,' B as identification. 111►iQ %/410Pe My Commission Expires: Notary Public, Striate"tn 9808036/54. 54 ! ' ; AaKvhah. c( k) cold hotgrj 10 protranslating a BIG Language company CERTIFICATE OF ACCURACY The undersigned, Luis R.de la Vega,President of Protranslating, appearing on behalf of Protranslating, an ISO 9001 and 17100 certified company, hereby states,to the best of his knowledge and belief, that the foregoing is an accurate translation from Hebrew into English of the document(s)titled: - Hebrew Notary Stamp Luis R.de la Vega President of Protranslating State of Florida Miami Dade County The foregoing certificate was acknowledged before me on November 24, 2020 by Luis R.de la Vega, President of Protranslating, a Florida corporation, on behalf of the corporation. He is personally known to me. moi► Notary blic My commission expires: '.et ANGELAc.ZARAGOOZA MrCOWlSSION/00916430 EXPIRES:March 2,2024 .112M.112Mgif Bonded Thu Pig*urduw0u. 2850 Douglas Rd.Coral Gables,Fl 33134 Ph:305.371.7887 Fax 305.371.4816 www.protranslating.com Signed, witnessed, executed and acknowledged this e, day of F3131-'-aly2021 Signed, sealed and delivered in the presence of: City of Miami Beach,Florida a Florida municipal corporation Witnesses: 4to.,,,,c,_ y. `< Raul J. Aguila, Interim City Manager e:..! t! y Print N- / „..4. _ - Attest: All b /-[ aate./0 IP,1 B 8,, Print Name: Rafael E. Granado, Clerk ''' .fr'i r r�A�M� S STATE OF for ) I ItiCORi' ORATED` COUNTY OF Ad t '�f�—, Mt ) "q-4....,..-26M.�°�- The foregoing instrument was acknowledged before me by means ofphysical presence or [ ] online \((/ notarization on this 3/ 1 day off (4 , 2021 by Raul J.Aguila and Rafael E. Granado, as Interim City Manager and City Clerk, respectively, 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 /0V)` v Charles J.DAgostin tf �: NOTARY PUBLIC o = ff- STATE OF FLORIDA „..,. , Comm#GG168171 S'4 E 1'1' Expires 12/14/2021 11 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION�� /q111,kvl IWtt TI21:3/20a/ City Attorneyt Date Exhibit"A" Legal Description That strip of land lying between Indian Creek Drive and Indian Creek which lies opposite or adjacent to Lots 24 and 25, and the North 20 feet of Lot 23,Block 30, Amended Map of Ocean Front Property of the Miami Beach Improvement Company,recorded in Plat Book 5,Page 7, Public Records of Miami- Dade County,Florida A portion of Folio No.: 02-3226-001-1840 12 Mortgagee Joinder and Consent To Easement Agreement Professional Bank, a Florida banking corporation, successor by merger to Marquis Bank, ("Mortgagee"), the owner and holder of that certain Leasehold Real Estate Mortgage, Assignment and Security Agreement dated November 14, 2013, executed and delivered by Venezia Hotel, LLC, a Florida limited liability company, in favor of Landmark Bank of Florida recorded in Official Records Book 28949 at Page 3220, of the Public Records of Miami-Dade County, Florida, as assigned to Marquis Bank, a Florida banking corporation by Assignment of Mortgage executed by Centennial Bank, as successor by merger to Landmark Bank, N.A. a/k/a Landmark Bank of Florida recorded in Official Records Book 31428 Page 818 of the Public Records of Miami-Dade County, Florida, as amended by that certain Modification of Leasehold Real Estate Mortgage, Assignment and Security Agreement and Future Advance Agreement by and between Venezia Hotel, LLC, a Florida limited liability company ("Mortgagor") and Marquis Bank, recorded on May 3, 2019 in Official Records Book 31428, Page 824, of the Public Records of Miami-Dade County, Florida (collectively the "Mortgage"), hereby joins in and consents to the granting of an easement in favor of the City of Miami Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida, all in accordance with the terms and conditions set forth in this Easement Agreement. Witnesses Professional Bank, a Florida banking corporation, successor by er to Marquis Bank • By: .UNr► B Print N e: • !.Amur, Print Name: David E. DiMuro IOW alb By: Title:Executive Vice President wJ Print Name: LOa QCU 13 State of Florida County of Miami-Dade The foregoing instrument was acknowledged before me by means of[vi physical presence or [ ] online notarization on this c( ''day of Jc J U , 2021 By David E. DiMuro -- • as an Executive Vice President. on behalf of Professional Bank, a Florida banking corporation, successor by merger to, Marquis Bank. He or h is [personally known to me or, [ ] roduced_as identification. l- C=;UL--' otary Pu is-State of Florida At Large Print Name: \\\\\\`���w Ro Aim nission Expires: 31 11 v-oZ il0 `�' ; s *i :*= Z• #GG 187557 O y'9' oy°aded0,oca ' �9if moi,,' - Fair laastz��• •G3g-.i,. 14