Easement Agreement with Central Florida Investments, Inc. Zcs f l - 2 1 yq
Settlement Statement
Grantee: City of Miami Beach, a Florida municipal corporation
1700 Convention Center Drive,4th Floor,Miami Beach,Florida 33139
Grantor: Central Florida Investments,Inc.,a Florida corporation
5601 Windhover Drive, Orlando,FL 32819
Property Location: 3427 Indian Creek Drive,Miami Beach,Florida 33140(See Exhibit A attached)
Date: August 10, 2021 , 2021
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($320,000): $1,675.00
Settlement Fee Balance Due $1,750.00
Clerk of Court Recording Fee:
Easement Agreement: $ 69.50
Documentary Stamp Tax: $ 4.75
Wire Transfer Fee/FedEx: $ 100.00
Total Grantee Settlement Fees: $4,099.25
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 M. Beach,a Florida municipal corporation
By:
Print e/Title: Alina T. Hudak, City Manager
Approved as to form
,and
dLLanguage
1lfor Execution
By:
�i Attorney
Exhibit"A"
Legal Description
The parcel of land lying West of Indian Creek Drive, lying South of the North boundary of Lot 14,Block
22, extended Westerly to the mean high water line of Indian Creek Canal, and lying North of the South
boundary of Lot 17, Block 22, extended Westerly to the mean high water line of said Indian Creek Canal,
of AMENDED MAP OF THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT
COMPANY, according to the Plat thereof, as recorded in Plat Book 5, Page 7, of the Public Records of
Miami-Dade County,Florida.
Folio No.: 02-3226-001-1470
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
Folio Number: 02-3226-001-1470
SPACE ABOVE THIS LINE FOR PROCESSING DATA
Easement Agreement
This Easement Agreement ("Agreement") is made thisL l day of Av .kis-1( , 2021,'
by and between Central Florida Investments, Inc., a Florida Corporation, whose address is 5601
Windhover Drive, Orlando, FL 32819 ("Grantor") 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") (Grantor or the Grantee
or may be referred to herein individually as a "party" or collectively as "parties").
WHEREAS, Grantor 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, 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 Grantor and other property owners abutting the Waterbody whose land is subject to
inundation during certain tidal events; and
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, Grantor has 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, Grantor requests 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
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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. Grantor hereby grants, bargains, sells and conveys 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 to develop
City Improvements or operate Public Related Uses.
b. Public Access Easement. Grantor hereby grants, bargains, sells and conveys 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.
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, or which, in Grantee's reasonable discretion, are deemed
necessary for the protection of the health, safety or welfare of the general public.
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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"). Grantor will approve said plans and
specifications (the "Approved Plans"). Grantor shall not withhold, condition or delay the
approval of the plans and specifications relating to the 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 Grantor
develop a dock or any other marine related use or improvement contiguous to the
Seawall Area, Grantor 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) Grantor disclaims 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, case law or
otherwise.
7. Grantor Obligations. At all times prior to completion of the Work, Grantor will cooperate
and provide support to Grantee in connection with the Work, including, without limitation,,
executing, or causing to be executed, within five (5) business days of a request from
Grantee, any application or other documentation (in recordable form if necessary)
necessary to connection therewith. In furtherance thereof, Grantor hereby grants 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. Grantor 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.
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9. Amendment. This Agreement may only be modified, amended, terminated or released
by a recordable instrument executed by both 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. Grantor, and its successors and assigns, expressly agrees 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 Grantor'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 Grantor, its employees, agents and contractors (collectively, "Grantor
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
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 Grantor at: David A. Siegel
President
5601 Windhover Drive
Orlando, FL 32819
With a copy to: Greenspoon Marder LLP
Capital Plaza I, Suite 500
201 East Pine Street
Orlando, Florida 32801
Attention Michael Marder
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
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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.
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 of
this Agreement shall be Miami Dade County, Florida. BY ENTERING INTO THIS
AGREEMENT, GRANTOR 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 the subject matter hereof and supersedes all prior agreements,
understandings and arrangements, both oral and written relating to the subject matter
hereof.
16. Grantor Representations. Grantor covenants, warrants and represents (i) that Grantor
has the right, title and capacity to grant the perpetual easements granted herein, and (ii)
there are no lienholders on the Property.
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
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continuing or future waiver. The Grantor agrees 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. rt-ii-
Signed, witnessed, executed and acknowledged this V day of ��I tA
, 2021.
Signed, sealed and delivered
in the presence of: Central Florida Investments, Inc., a Florida
corporation
Witness s:
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By:
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0 , I /a David A. Siegel, President
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STATE OF no pi A A. )
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COUNTY OF O'rA. C )
The foregoing instrument was acknowledged before me by means of [physical
presence or [J online notarization, this 6*Pti day of .SLi1� , 2021 David A. Siegel,
as President, on behalf of Central Florida Investments, Inc., a Florida corporation, [ ] who is
personally known 4o me or [ ] who has produced as
identification.
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Signed, witnessed, executed and acknowledged this CI day of c1/445-r , 2021.
Signed, sealed and delivered
in the presence of: City of Miami Beach, Florida
a Florida municipal corporation
Witsses:
iot"\a,/ By:
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Alin4—). Hudak, it nager
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” r'Na tee: Rafael E. Granado, Clerk 3 , -- ,.. ':.
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STATE OF FLORIDA ) 0‘.••• ,
COUNTY OF MIAMI-DADE ) ss: , CFI 26 ,y'
The foregoing instrument was acknowledged before me by means of [physical
presence or L] online notarization, this /7 day of All w s t , 2021 by Alina T. Hudak
and Rafael E. Granado, as City Manager and City Clerk respectively, of the City of Miami
Beach, a Florida municipal corporation, who are personally know to me or who have produced
as identification.
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Atorg/closings/Indian Creek Closings/Deed,sketches,maps/Template/2-1 1-2018/Easement template for C�rac;tp>;�-AS TO
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FORM & LANGUAGE
7
& FOR EXECUTION
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�1 City Attorney Date
Exhibit "A"
Legal Description
The parcel of land lying West of Indian Creek Drive, lying South of the North boundary of Lot 14,
Block 22, extended Westerly to the mean high water line of Indian Creek Canal, and lying North
of the.South boundary of Lot 17, Block 22, extended Westerly to the mean high water line of
said Indian Creek Canal, of AMENDED MAP OF THE OCEAN FRONT PROPERTY OF THE
MIAMI BEACH IMPROVEMENT COMPANY, according to the Plat thereof, as recorded in Plat
Book 5, Page 7, of the Public Records of Miami-Dade County, Florida.
Folio No.: 02-3226-001-1470
8
J:1D OCS\rea115024\5024-4\00111738.DOC.
Leonard Lubart, Partner
�� � ,� PNC Building
Greenspoon 200 East Broward Boulevard,Suite 1800
MarderLLP, Fort Lauderdale,- CELEBRATING FORTY YEARS TOGETHER Florida 33301
�Q�� JUL —$ :yli.s3;5F9IctPhone:954.491.1 120
Fax:954.771.9264
Direct Phone:954.343.6935
L'1 :N�1�� Direct Fax:954.343.6936
Email: leonard.lubart@gmlaw.com
July 6, 2021
VIA FEDEX
Gisela Nanson Torres
Senior Assistant City Attorney
City Attorney's Office
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Re: 3427 Indian Creek Drive — Easement
Dear Gisela:
Attached please find the original, executed documents:
1. Closing Affidavit;
2. Corporate Resolution; and
3. Easement Agreement.
Let me know if you have any questions or comments.
Very truly yours,
GREENSPOON MARDER LLP
0
_11
Leonard Lubart, Partner
cc: Bryon Smith
Lynn Bernstein
Atlanta Boca Raton Chicago Denver Edison Ft.Lauderdale Las Vegas Los Angeles Miami
Naples New York Orlando Portland Scottsdale Tallahassee Tampa West Palm Beach
Closing Affidavit
(Grantor of Easement)
Before me,the undersigned authority,personally appeared the undersigned("Affiant"),who being by me first duly sworn,
on oath,depose(s)and say(s)that:
1. Central Florida Investments,Inc.,a Florida corporation ("Grantor"),is the owner of,or has authority to convey the
easement on the following described property to City of Miami Beach,a Florida municipal corporation ("Grantee"),
to wit:
The parcel of land lying West of Indian Creek Drive, lying South of the North boundary of Lot 14, Block 22,
extended Westerly to the mean high water line of Indian Creek Canal, and lying North of the South boundary of
Lot 17,Block 22,extended Westerly to the mean high water line of said Indian Creek Canal,of AMENDED MAP
OF THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY,according to
the Plat thereof,as recorded in Plat Book 5,Page 7,of the Public Records of Miami-Dade County,Florida.
2. To the best of its knowledge,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 and personal property taxes for the year 2020,which are not yet due and payable.
3. There have been no improvements, alterations, or repairs since acquisition by the Grantor to the above described
property for which the costs thereof remain unpaid, that there are no claims for labor or material furnished for repairing
or improving the same, which remain unpaid since the acquisition by Grantor, and that there are no mechanic's,
materialmen's,or laborer's liens since acquisition by Grantor against the above described property.
4. To the best of Grantor's knowledge, there have been no documents recorded in the Public Records of Miami-Dade
County, Florida subsequent to May 21, 2021, which affect title to the Property and Grantor 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 Grantor has no knowledge of any matter affecting title to the
Property.
5. The Grantor knows of no violations of Municipal or County Ordinances pertaining to the above described property.No
judgment or decree has been entered in any court in this State or the United States against said Grantor which remains
unsatisfied.There are no persons other than Grantor in possession of the above described property.
6. To the best of its knowledge, there are no matters pending against the Grantor 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. Grantor
has not and will not execute any instruments that would adversely affect the interest to be insured.
7. Grantor's title to, and possession and enjoyment of,the property have been open, notorious, peaceable and undisturbed,
and have never been disputed nor questioned.
8. To the best of its knowledge, there are no disputes concerning the boundary lines of the property, and the operation of
any buildings on said property has been in compliance with the applicable building codes,ordinances and statutes.
9. Affiant has received no notice of any public hearing regarding assessment for improvements or changes in applicable
zoning laws concerning said property within the past ninety(90)days.
10. There are no actions or proceedings now pending in any State or Federal Court to which the Grantor is a party,including
but not limited to, proceedings in bankruptcy, receivership or insolvency, nor are there any judgments, bankruptcies,
liens or executions of any nature which constitute or could constitute a charge or lien upon said property.
11. To the best of Grantor's knowledge,there are no unrecorded easements,claims of easement or rights-of-way affecting all
or any portion of the property.
12. 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
File Number:«Closing» DoubleTime®
Insurance Company to issue title insurance on the subject property for the easement,with the knowledge that said title
companies are relying upon the statements set forth herein. Grantor 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", "Grantor" and "Grantee" include singular or plural as
context so requires or admits. Grantor further states that Grantor 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. Grantor further certifies that Grantor has read, or heard read, the full facts of this Affidavit
and understands its context.
Under penalties of perjury,I declare that I have read the foregoing Affidavit and that the facts stated in it are true.
Central Florida Investments,Inc.,a Florida
corporation
By:
David A. 'eget,President
State of Fllomdek
County of Q reuell e
The foregoing instrument was swo and subscribed before by means of[ ysical presence or[_] online notarization,
this 4 414. day of 2021 David A. Siegel, as President of Central Florida
Investments, Inc., a Florida corporation. Who [y s personally known to me or [ ]has produced a driver's license as
identification.
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[Notary Seal] eYPt/e, MARIA E SANTIAGO Notary Public
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Closing Affidavit(Seller)-Page 2
File Number:«Closing» DoubleTime®
CORPORATE RESOLUTION OF
CENTRAL FLORIDA INVESTMENTS, INC.,
A FLORIDA CORPORATION
The undersigned certifies that at a meeting of all of the directors of Central Florida
Investments, Inc., a Florida corporation held on 1U. t4 (4 :LO al , 2021, 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 David A. Siegel, as President of Central Florida Investments, Inc., a
Florida corporation is hereby authorized and directed to execute and deliver any and all such
instruments, agreements, and such other documents and take such other action on behalf of Central
Florida Investments, Inc. as may be necessary or appropriate to close on the conveyance of the
property described in Exhibit A hereto and made a part hereof, and to otherwise carry out the transaction
contemplated by or to be taken by Central Florida Investments, Inc. All documents shall be in such
form as is deemed in the best interest of Central Florida Investments, Inc. in the opinion of David A.
Siegel,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 Central Florida Investments, Inc.
CERTIFIED TO this .v day of I I 2021.
Central Florida Investments,Inc., a Florida
rpo ' n
q(' `bk By:
Witness Name: Nt ({M�j �(1,i,�Qalo Dav d A. Siegel, President
Witness Name: barer.[) t cCgto4; 11
Exhibit "A"
The parcel of land lying West of Indian Creek Drive, lying South of the North boundary of Lot
14, Block 22, extended Westerly to the mean high water line of Indian Creek Canal, and lying
North of the South boundary of Lot 17, Block 22, extended Westerly to the mean high water line
of said Indian Creek Canal, of AMENDED MAP OF THE OCEAN FRONT PROPERTY OF
THE MIAMI BEACH IMPROVEMENT COMPANY, according to the Plat thereof, as recorded
in Plat Book 5, Page 7, of the Public Records of Miami-Dade County, Florida.