CONSENT ACTION BY THE BOARD OF DIRECTORS OF VENETO IN MIRAMAR CONDOMINIUM ASSOCIATION, INC. The undersigned, being all of the members of the Board of Directors of Veneto in Miramar Condominium Association, Inc., a Florida not-for-profit corporation (the Association ), do hereby consent in writing to the adoption of the following resolutions, waiving all formal requirements of notice and the necessity of holding a formal or informal meeting and taking said actions in lieu of a meeting of the board of directors: WHEREAS, Miramar Lake, LLC, a Florida limited liability company ( Miramar Lake ), was the developer of Veneto in Miramar Condominium, the condominium development in Miramar, Florida operated by the Association; and WHEREAS, Miramar Lake is the owner of the parcel of property to the south of Veneto in Miramar Condominium (the Miramar Lake Parcel ), which parcel was contemplated to be developed as phase 2 of Veneto in Miramar Condominium; and WHEREAS, rather than develop the Miramar Lake Parcel, Miramar Lake entered into a contract to sell the Miramar Lake Parcel to Gold Coast Premier Properties V, LLC, a Florida limited liability company ( Gold Coast ), which anticipates building a hotel on the Miramar Lake Property; and WHEREAS, in connection with the development of the Miramar Lake Parcel, Gold Coast is required to obtain an access easement across the roadways of the Association and has offered to provide the Association with a cross access easement across the roadways of the Miramar Lake Parcel; and WHEREAS, the Association considers it to be in the best interests of the Association and all owners of condominium units within the Veneto in Miramar Condominium to grant to Gold Coast, and its successors and assigns, a cross access easement over its roadways; and WHEREAS, the Association acknowledges that Alejandro Remos, a member of the Board of Directors of the Association, is a beneficial owner of Miramar Lake and will benefit by the sale of the Miramar Lake Parcel to Gold Coast; and WHEREAS, pursuant to Florida Statute 718.3027, the Association acknowledges that it was apprised of the possible conflict of interest by Alejandro Remos and that Alejandro Remos did not participate in the Association s approval and/or ratification of this Consent Action and the Cross Access Easement Agreement; NOW, THEREFORE, BE IT RESOLVED, that the Association is hereby authorized and empowered to enter into and deliver the Cross Access Easement Agreement, in substantially the form which
is attached hereto as Exhibit A, and such other agreements, assignments, certificates, documents and instruments to be executed in connection therewith (collectively, the Easement Documents ); and be it FURTHER RESOLVED, that to effectuate the preceding resolution,, the President of the Association, be and he is hereby authorized, empowered and directed, in the name of and on behalf of the Association, to execute and deliver the Easement Documents, and such other certificates, assignments, instruments, documents and agreements as he shall deem necessary or appropriate to accomplish the foregoing, or as otherwise required in connection with any of the Easement Documents, all in such form as he shall approve, as evidenced conclusively by his execution thereof. The actions contained herein shall be effective as of the 18 th day of August, 2017. This Consent may be executed in counterparts, each of which shall be deemed an original, but all of which together, when filed in the Association s records, shall be deemed one instrument. IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Association, have signed this Consent for the purposes herein expressed. DIRECTORS: Miguel Fernandez, Jr. Ruddy A. Valdes 2
EXHIBIT A This instrument prepared by: Jorge E. Otero, Esq. Jorge E. Otero & Associates, P.A. 75 Valencia Avenue, Suite 400 Coral Gables, Florida 33134 CROSS ACCESS EASEMENT AGREEMENT THIS CROSS ACCESS EASEMENT AGREEMENT ( Agreement ) is executed as of the 31 st day of May, 2017, by and between VENETO IN MIRAMAR CONDOMINIUM ASSOCIATION, INC., a Florida not for profit corporation ( VENETO ), having its principal place of business located at 18503 Pines Boulevard, Suite 211, Pembroke Pines, Florida 33029 and GOLD COAST PREMIER PROPERTIES V, LLC, a Florida limited liability company ( GCPP ), having its principal place of business located at 16155 SW 117 Avenue, Unit B-2, Miami, Florida 33177. WITNESSETH: WHEREAS, VENETO operates the condominium association known as Veneto in Miramar Condominium Association, including the common elements of the condominium association located in the City of Miramar, County of Broward, State of Florida and which are more particularly described in Exhibit A attached hereto and made apart hereof ( Veneto Property ); and WHEREAS, GCPP is the owner of certain real property located in the City of Miramar, County of Broward, State of Florida and which is more particularly described in Exhibit B attached hereto and made apart hereof ( GCPP Property ); and WHEREAS, the Veneto Property is located immediately adjacent to the northern boundary of the GCPP Property and the GCPP Property is located immediately adjacent to the southern boundary of the Veneto Property (the Veneto Property and the GCPP Property are sometimes hereinafter referred to as the Properties ); and WHEREAS, VENETO wishes to grant unto GCPP, its successors and assigns, a perpetual, nonexclusive access easement for pedestrian and vehicular ingress and egress over the Veneto Property for the benefit of the GCPP Property; and WHEREAS, GCPP wishes to grant unto VENETO, its successors and assigns, a perpetual, nonexclusive access easement for pedestrian and vehicular ingress and egress over the GCPP Property for the benefit of the Veneto Property; NOW, THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, VENETO and GCPP, intending to be legally bound, do hereby agree as follows: 3
1. Recitations. The recitations set forth hereinabove are true and correct and are incorporated herein by this reference. 2. Grant of Easements. VENETO hereby grants and conveys to GCPP, its successors and assigns, a perpetual, non-exclusive access easement in, on, over and through the roadways on the Veneto Property for ingress and egress of vehicular and pedestrian traffic. GCPP hereby grants and conveys to VENETO, its successors and assigns, a perpetual, non-exclusive access easement in, on, over and through the roadways on the GCPP Property for ingress and egress of vehicular and pedestrian traffic. The easements shall not be used for parking or any other use. Each party may modify the roadways on its respective property at any time and from time to time without notice to or consent of the other party. 3. Duration. The access easements granted herein shall be perpetual in duration and may only be altered or canceled by written instrument executed by VENETO and GCPP, or their successors or assigns. 4. No Dedication. Nothing contained herein shall be construed as a dedication for the benefit of the general public or any other person or entity. No prescriptive right shall be established regardless of the nature, duration or use of the Properties or any portion thereof pursuant to this Agreement. 5. No Third Party Beneficiary. The provisions of this Agreement are for the exclusive benefit of the parties, their successors, grantees and assigns, except as otherwise provided herein, and not for the benefit of any third person, nor shall this Agreement be deemed to have conferred any rights, express or implied, upon any third person. 6. Successors and Assigns. The access easements contained herein shall be binding upon the parties hereto, their successors and assigns, mortgagees, lessees and all other persons acquiring any interest in any of the Properties, or any portion thereof, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the owners of the respective Properties and their respective successors and assigns, mortgagees and lessees. All of the provisions herein shall constitute covenants running with the land pursuant to Florida Law. 7. Default. In the event either party ( Defaulting Party ) fails to properly fulfill its obligations hereunder, including but not limited to improving and maintaining its respective Easement Area by the party obligated to do so hereunder ( Default ), then the other party ( Non-Defaulting Party ) shall have the right to deliver written notice ( Default Notice ) of such Default to the Defaulting Party setting forth the nature of the deficiency and shall have the further right to make demand upon the Defaulting Party to perform the obligations required under this Agreement. If the Defaulting Party does not cure the Default within thirty (30) days of receipt of the Default Notice (or commence to cure the Default within such thirty (30) days, if the Default is not reasonably capable of being cured within thirty (30) days, and continue with due diligence to cure such Default to completion), the Non-Defaulting Party shall have the right to cure such Default and seek reimbursement upon demand from the Defaulting Party for the costs of such work. 8. Enforcement. In the event of a breach of any of the covenants or agreements set forth in this Agreement, the parties shall be entitled to any and all remedies available under this Agreement, at law or in equity, including, but not limited to, the equitable remedies of specific performance or mandatory or prohibitory injunction issued by a court of appropriate jurisdiction. The parties hereto agree that in the event it becomes necessary for one party to defend or institute legal proceedings as a result of the failure by the other party to comply with the terms, covenants, agreements and/or conditions of this Agreement, it is understood and agreed that the prevailing party in such litigation shall be entitled to be reimbursed by the 4
non-prevailing party for all costs incurred or expended in connection therewith, including, but not limited to, reasonable attorney s fees (including appellate fees) and court costs. 9. Intentionally deleted. 10. Notices. All notices, demands, requests and other communications required or permitted hereunder will be in writing, hand-delivered or sent via certified mail or Federal Express (or a comparable express delivery service) and will be deemed to be delivered when actually received or delivery is refused, addressed to the address at which the then current tax bill will be delivered, or such other address as any party may have specified by notice delivered in accordance with this paragraph and actually received by the addressee. 11. Amendment. This Agreement may not be altered, modified, amended or terminated without the prior written approval of the then owners of the Veneto Property and the GCPP Property who are benefited and/or burdened by the provisions of any amendment to this Agreement. 12. Binding Effect. The provisions of this Agreement, including but not limited to the indemnity provisions herein, shall be binding on the parties hereto and their respective successors and assigns as a covenant running with and binding upon the Properties. 13. Captions. The captions and paragraph headings contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement nor any provisions hereof. 14. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, there being no oral and/or implied agreements not specifically set forth herein. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without regard to principles of conflicts of law. Venue with respect to any litigation shall be in Broward County, Florida. 16. Remedies. All remedies available to either party, under this Agreement, at law or in equity shall be cumulative to and in additional to one another. 17. Waiver. 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 written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver. 18. Mortgage Protection. No breach or violation of any provisions of this Agreement will defeat or render invalid the lien of any mortgage executed by any party hereto; provided that all of the provisions of this Agreement will be binding upon and effective against the holder of any mortgage or subsequent owner ( Owner-Mortgagee ) whose title is acquired by foreclosure, whether judicially or by power of sale, trustee s sale, deed in lieu of foreclosure or otherwise pursuant to such lien right; provided further, that any such Owner-Mortgagee will take title free and clear of any breaches of this instrument by all predecessors occurring prior to any such transfer of title INTENTIONALLY LEFT BLANK-SIGNATURES TO FOLLOW ON SEPARATE PAGE 5
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. Signed, sealed and delivered in the presence of: Signature VENETO: Veneto in Miramar Condominium Association, Inc., a Florida not for profit corporation By: Name: Title: Printed Name Signature Printed Name GCPP: Gold Coast Premier Properties V, LLC, a Florida limited liability company Signature By: Name: Title: Printed Name Signature Printed Name 7
STATE OF FLORIDA ) ) COUNTY OF BROWARD ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgements, the foregoing instrument was acknowledged before me by, as President of Veneto in Miramar Condominium Association, Inc., a Florida not for profit corporation. He/she is personally known to me or who has produced as identification. 2017. WITNESS my hand and official seal in the County and State last aforesaid this day of May, Notary Public My Commission Expires: Typed, printed or stamped name of Notary Public STATE OF FLORIDA ) ) COUNTY OF ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgements, the foregoing instrument was acknowledged before me by, as of Gold Coast Premier Properties V, LLC, a Florida limited liability company. He/she is personally known to me or who has produced as identification. 2017. WITNESS my hand and official seal in the County and State last aforesaid this day of May, Notary Public My Commission Expires: Typed, printed or stamped name of Notary Public 8
EXHIBIT A to Cross Access Easement Agreement VENETO PROPERTY Parcel A The North 274.63 feet of Parcel 9, INTERCHANGE PARK, according to the Plat thereof as recorded in Plat Book 145, at Page 10, of the Public Records of Broward County, Florida: Less: The East 197.50 feet thereof. Parcel B The South 157.36 feet of the North 431.99 feet of Parcel 9, INTERCHANGE PARK, according to the Plat thereof, as recorded in Plat Book 145, at Page 10, of the Public Records of Broward County, Florida; Less: The East 197.50 feet thereof. Parcel C Parcel 9, INTERCHANGE PARK, according to the Plat thereof as recorded in Plat Book 145, Page 10, of the Public Records of Broward County, Florida less the North 431.99 feet thereof and the East 197.50 feet thereof. TOGETHER WITH: A portion of said Parcel 9 being described as follows Commence at the intersection of the South line of the North 431.99 feet with the West line of the East 197.50 feet of said Parcel 9; thence South 01 degrees 45 minutes 40 seconds East, parallel to the East line of said Parcel 9, for 26.53 feet to a point of curvature and the point of beginning; thence Southeasterly along a circular curve to the left having a radius of 67.67 feet and a central angle of 89 degrees 55 minutes 35 seconds for an arc distance of 106.21 feet to the point of tangency; thence North 88 degrees 18 minutes 45 seconds East for 19.92 feet; thence South 1 degree 45 minutes 40 seconds East, parallel to the East line of said Parcel 9, for 128.02 feet; thence South 88 degrees 57 minutes 58 seconds West, along the most Northerly South line of said Parcel 9, for 87.51 feet; thence North 1 degree 45 minutes 40 seconds West along the West line of the East 197.50 feet of said Parcel 9 for 194.61 feet to the POINT OF BEGINNING. ALSO TOGETHER WITH: Parcel D A portion of Parcel 11, INTERCHANGE PARK, according to the Plat thereof, as recorded in Plat Book 145, at Page 10, of the Public Records of Broward County, Florida. Being more particularly described as follows: Begin at the Southwest corner of Parcel 8, as shown on said Plat of INTERCHANGE PARK ; thence South 01 degrees 45 minutes 40 seconds East, along an Easterly boundary line of said Parcel 11, for 23.08 feet; thence South 88 degrees 14 minutes 20 seconds West, along a boundary line of said Parcel 11, for 150.00 feet to a point to be hereinafter referred to as Point A ; said last described course also being coincident in part with the boundary line of Parcel 9, as shown on the said Plat of INTERCHANGE PARK ; thence North 82 degrees 21 minutes 29 seconds East for 50.26 feet; thence North 77 degrees 05 minutes 40 seconds East for 50.96 feet; thence North 53 degrees 04 minutes 13 seconds East for 23.93 feet; thence North 56 degrees 25 minutes 13 seconds East for 10.92 feet; thence South 57 degrees 59 minutes 40 seconds East for 14.19 feet; thence South 70 degrees 53 minutes 37 seconds East for 10.02 feet to the POINT OF BEGINNING. ALSO TOGETHER WITH: Begin at the aforementioned Point A ; thence South 88 degrees 14 minutes 20 seconds West, along a boundary line of aforesaid Parcel 11, for 150.00 feet to the most Westerly Northwest corner of aforesaid Parcel 9; said last described course also being coincident in part with a boundary line of said Parcel 9; thence North 01 degrees 45 minutes 40 seconds West, along a line that is parallel with and 300.00 feet West of, as measured at right angles to, the 9
aforementioned East boundary line of said Parcel 11, for 5.36 feet; said last described course being the Northerly prolongation of a common boundary line of said Parcels 9 & 11; thence North 80 degrees 00 minutes 18 seconds East for 10.21 feet; thence North 61 degrees 26 minutes 42 seconds East for 33.61 feet; thence South 67 degrees 37 minutes 43 seconds East for 54.79 feet; thence North 89 degrees 23 minutes 05 seconds East for 50.01 feet to the POINT OF BEGINNING. ALL LYING AND BEING IN SECTION 25, TOWNSHIP 51 SOUTH, RANGE 40 EAST, CITY OF MIRAMAR, BROWARD COUNTY, FLORIDA. 10
EXHIBIT B to Cross Access Easement Agreement GCPP Property A portion of Parcel 9, "INTERCHANGE PARK", according to the plat thereof, as recorded in Plat Book 145 at Page 10, of the Public Records of Broward County, Florida, being more particularly described as. follows: Commence at the Southeast corner of said Parcel 9; thence run South 88 degrees 14 minutes 20 seconds West for 28.50 feet; thence North 78 degrees 54 minutes 16 seconds West for 95.11 feet; thence North 11 degrees 05 minutes 44 seconds East for 50.44 feet; thence North 01 degrees 45 minutes 40 seconds West for 201.10 feet to the Point of Beginning; thence run South 88 degrees 57 minutes 58 seconds West for 430.03 feet; thence North 01 degrees 45 minutes 40 seconds West for 312.98 feet (last mentioned six courses being coincident (in part) with portions of the boundary lines of said Parcel 9); thence North 88 degrees 14 minutes 20 seconds East for 135.93 feet; thence South 01 degrees 45 minutes 40 seconds East for 41.51 feet; thence North 88 degrees 14 minutes 20 seconds East for 206.57 feet; thence South 01 degrees 45 minutes 40 seconds East for 81.21' to the point of curvature of a circular curve concave northeasterly; thence Southeasterly along said circular curve to the left having a central angle of 89 degrees 55 minutes 35 seconds and a radius of 67.67 feet for an arc distance of 106.21 feet to a point of tangency; thence North 88 degrees 18 minutes 45 seconds East for a distance of 19.92 feet; thence South 01 degrees 45 minutes 40 seconds East for a distance of 128.02 feet to the POINT OF BEGINNING. 11