HomeMy WebLinkAboutExhibit COpinion of Title
To: CITY OF MIAMI, a municipal corporation
With the understanding that this Opinion of Title is furnished to CITY OF MIAMI, FLORIDA, in
compliance with Section 55-15 of the Miami City Code and as an inducement for acceptance of a
proposed Vacation and Closure Application (the "Alley Vacation") covering that certain real property
legally described in EXHIBIT "A" attached hereto (the "Property"), it is hereby certified that we have
examined that certain Commitment for Title Insurance issued by Old Republic National Title Insurance
Company having File Number 17093287 and covering the period from the BEGINNING to March 14,
2018 at 2:11 p.m., inclusive (the "Effective Date"), and relating to the Property (the "Title Evidence").
Based solely on our examination of the Title Evidence, and assuming the accuracy of, and
without any independent investigation of, the information contained therein, and subject to the
qualifications contained below, it is our opinion that, as of the Effective Date, fee simple title to the
Property, other than Parcel 5, which consists of the alleys which are to be closed and vacated (the
"Alleys"):
(a) Lerner 2545 NW 3rd Ave., LLC, a Florida limited liability company ("Lerner 2545"),
with either Irving M. Lerner or Esther Lerner, acting alone as Authorized Signatory, authorized to sign on
behalf of Lerner 2545 based on that certain Written Certification and Consent of Managers of Lerner
2545 dated June 9, 2017 (as to Parcel 1);
(b) Lerner 276 NW 26th St., LLC, a Florida limited liability company ("Lerner 276"), with
either Irving M. Lerner or Esther Lerner, acting alone as Authorized Signatory, authorized to sign on
behalf of Lerner 276 based on that certain Written Certification and Consent of Managers of Lerner 276
dated June 9, 2017 (as to Parcel 2);
(c) Wynwood Doors, LLC, a Florida limited liability company, successor by merger to 260
NW 266 Street, LLC, a Florida limited liability company ("Wynwood Doors"), with Marlo S. Courtney,
Authorized Signatory, authorized to sign on behalf of Wynwood Doors based on that certain Resolution
dated June 16, 2017 (as to Parcel 3); and
(d) Miami 26, LLC, a Florida limited liability company, successor by merger with 2516
N.W. 2nd Avenue, LLC, a Florida limited liability company ("Miami 26"), with Marlo S. Courtney,
Authorized Signatory, authorized to sign on behalf of Miami 26 based on that certain Resolution dated
June 16, 2017 (as to Parcel 4).
Lerner 2545, Lerner 276, Wynwood Doors, and Miami 26 are sometimes hereinafter collectively
referred to as the "Owners".
Subject to the following encumbrances, liens and other exceptions:
A. GENERAL EXCEPTIONS:
1. All taxes and assessments for the year in which this opinion is rendered and subsequent
years, not yet payable in full to pending appeal.
2. Rights of persons other than the Owners who are in possession.
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3. Facts, including, without limitation, any encroachment, encumbrance, violation, variation
or adverse circumstance that would be disclosed by an accurate and complete land survey of the
Property.
4. Easements or claims of easements not shown by the public records.
5. Any unrecorded labor, mechanics' or materialmen's' liens.
6. Zoning and other restrictions imposed by governmental authority.
7. Any dispute as to the boundaries of the Property caused by a change in the location of
any water body within or adjacent to the land prior to the Effective Date, and any adverse claim
to all or part of the land that is, as of the Effective Date, or was previously under water.
8. Any minerals or mineral rights leased, granted or retained by current or prior owners.
9. Zoning and other restrictions imposed by governmental authority.
10. Any lien provided by County Ordinance or by Chapter 159, Florida Statutes, in favor of
any city, town, village, or port authority for unpaid service charges for service by any water,
sewer, or gas system supplying the Property, and any other municipal liens.
B. RECORDED MORTGAGES AND SECURITY INSTRUMENTS:
Mortgage and Security Agreement from Miami 26 in favor of TD Bank, N.A., a national banking
association, recorded in Official Records Book 29579, Page 1224, as affected by Subordination,
Non -Disturbance and Attornment Agreements recorded in Official Records Book 29588, Page
4162; Official Records Book 29588, Page 4171; Official Records Book 29588, Page 4180;
Official Records Book 29588, Page 4189; Official Records Book 29588, Page 4198; and Official
Records Book 29588, Page 4207, together with: (i) Assignment of Leases and Rents recorded in
Official Records Book 29579, Page 1269; and (ii) UCC-1 Financing Statement recorded on April
15, 2015 in Official Records Book 29579, Page 1285 (all as to Parcel 4).
C. SPECIAL EXCEPTIONS:
1. All matters contained on the Plat of Northwest 2ND AVENUE COMMERCIAL
SUBDIVISION recorded in Plat Book 16, Page 9.
2. Unity of Title recorded in Official Records Book 10446, Page 951 (as to Lots 27-34).
3. Covenant to Run with the Land recorded in Official Records Book 10571, Page 749 (as
to Lots 28-34).
4. Agreement for Water and Sanitary Sewage Facilities Between Miami -Dade County and
Miami 26, LLC recorded in Official Records Book 26439, Page 870; as affected by Addendum
Number One to Agreement for Water and Sanitary Sewage Facilities Between Miami -Dade
County and Miami 26, LLC, recorded in Official Records Book 26762, Page 2192 (as to Lots 18-
26).
5. Unity of Title recorded in Official Records Book 30173, Page 3568 (as to Lots 8-13).
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Therefore, subject to the terms, conditions and qualifications set forth in this opinion, it is our
opinion that, as of the Effective Date, and based solely on our examination of the Title Evidence, and
assuming the accuracy of, and without any independent investigation of, the information contained
therein, the following parties would need to join in the re -platting of the Property in order to effectuate the
Alley Vacation.
Name
Miami 26, LLC,
a Florida limited liability company
Wynwood Doors, LLC,
a Florida limited liability company
Lerner 276 NW 26th St., LLC,
a Florida limited liability company
Lerner 2545 NW 3rd Ave., LLC,
a Florida limited liability company
Interest
Fee Simple Title Holder
Fee Simple Title Holder
Fee Simple Title Holder
Fee Simple Title Holder
TD Bank, N.A., a national banking
association Mortgagee
All of the recording information contained herein refers to the Public Records of Miami -Dade
County, Florida
With respect to the reversionary rights in and to the Alleys, we have examined Section 177.085,
F.S. (the "Statute"), which reads as follows:
(1)
When any owner of land subdivides the land and dedicates streets, other roadways, alleys
or similar strips on the map or plat, and the dedication contains a provision that the
reversionary interest in the street, roadway, alley or other similar strip is reserved unto the
dedicator or his or her heirs, successors, assigns, or legal representative, or similar
language, and thereafter conveys abutting lots or tracts, the conveyance shall carry the
reversionary interest in the abutting street to the centerline or other appropriate boundary,
unless the owner clearly provides otherwise in the conveyance.
(2) As to all plats of subdivided lots heretofore recorded in the public records of each county,
the holder of any interest in any reversionary rights in streets in such plats, other than the
owners of abutting lots, shall have 1 year from July 1, 1972, to institute suit in a court of
competent jurisdiction in this state to establish or enforce the right, and failure to institute
the action within the time shall bar any right, title or interest, and all right of forfeiture or
reversion shall thereupon cease and determine, and become unenforceable.
Based solely upon our examination of the Statute and the Title Evidence, and assuming the
accuracy of, and without any independent investigation of, the information contained therein, and subject
to the qualifications contained herein, it is our opinion that: (a) as of the Effective Date, such reversionary
interests in the Alleys were vested in the Owners (as to various portions of the Alleys); and (b) upon the
proper vacation and abandonment of record of the Alleys by Resolution of the City of Miami, in
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accordance with the provisions of the City Charter, including, but not limited to, proper public notice and
public hearing, fee simple title to the Alleys will be vested in the Owners (as to various portions of the
Alleys).
I, the undersigned, further certify that I am an Attorney at Law duly admitted to practice in the
State of Florida, and am a member in good standing of the Florida Bar.
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Respectfully submitted this day of March, 2018.
SHUTTS & BOWEN LLP
By:-�(� _�"�►
Name: David J. Coviello
200 South Biscayne Blvd.
Suite 4100
Miami, Florida 33131
Florida Bar No.: 11825
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of March, 2018, by David J.
Coviello, who is personally known to me or has produced a Flor)da Driver's License as identification.
Publib
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EXHIBIT "A"
Legal Description of Property
Parcel 1
Lots 1 - 5, Block 1 of NORTHWEST 2ND AVENUE COMMERCIAL SUBDIVISION, according to the
Plat thereof, recorded in Plat Book 16, Page 9, of the Public Records of Miami -Dade County, Florida.
Parcel 2
Lots 6 - 7, Block 1 of NORTHWEST 2ND AVENUE COMMERCIAL SUBDIVISION, according to the
Plat thereof, recorded in Plat Book 16, Page 9, of the Public Records of Miami -Dade County, Florida.
Parcel 3
Lots 8 - 17, Block 1 of NORTHWEST 2ND AVENUE COMMERCIAL SUBDIVISION, according to
the Plat thereof, recorded in Plat Book 16, Page 9, of the Public Records of Miami -Dade County, Florida.
Parcel 4
Lots 18 - 26, and
Lot 27 less the East 5 feet thereof,
Lots 28 and 29 less the East 5 feet thereof,
Lot 30 less the East 5 feet and the South 10 feet thereof,
Lots 31, 32, 33 and 34 less the South 10 feet thereof,
All in Block 1, of NORTHWEST 2ND AVENUE COMMERCIAL SUBDIVISION, according to the Plat
thereof, recorded in Plat Book 16, Page 9, of the Public Records of Miami -Dade County, Florida.
Less and except from the above the property conveyed to City of Miami in Official Records Book 27516,
Page 1834.
Parcel 5
The ALLEYS, as shown on the Plat of NORTHWEST 2ND AVENUE COMMERCIAL SUBDIVISION,
according to the Plat thereof, recorded in Plat Book 16, Page 9, of the Public Records of Miami -Dade
County, Florida.
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