HomeMy WebLinkAboutExhibit 1 10-8-09GRANT OF EASEMENT
THIS GRANT OF EASEMENT (the "Easement Agreement") is made and entered into this
day of , 2009, by and between the MIAMI WOMAN'S CLUB, a non-
profit Florida corporation (the "Grantor"), and the CITY OF MIAMI, a municipal corporation of the
State of Florida (the "City"):
RECITALS:
A. The Grantor is the owner in fee simple of the land located at 1737 North Bayshore
Drive, Miami, Florida, (the "Property").
B. The Grantor and the OMNI REDEVELOPMENT DISTRICT COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section
163.356, Florida Statutes (the "CRA") entered into that certain Grant Agreement dated
(the "Grant Agreement"). As a condition of the Grant Agreement, Grantor is required to grant the
City, in perpetuity, 23 -foot wide pedestrian easement running over the entire length of the Property,
as more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Baywalk
Easement Area").
C. Grantor desires to grant the City an easement over and across the Baywalk Easement
Area, as hereinafter provided.
NOW, THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and other
good and valuable consideration, the receipt of which is hereby acknowledged, Grantor and the City
hereby agree as follows:
1. Recitals. The Recitals to this Easement Agreement are true, correct and incorporated
herein by reference.
2. Grant of Pedestrian Baywalk Easement. Grantor does hereby grant, give and convey
to the City, its successors and assigns, a perpetual easement for any appropriate public purposes,
including but not limited to, pedestrian ingress, egress and access over and across the Baywalk
Easement Area (the "Baywalk Easement").
3. Design and Construction of Ba uMalk. The City shall have the right, but not the
obligation, to design, construct a baywalk, landscaping and related improvements (collectively, the
"Improvements") within the Baywalk Easement Area. The City shall have the right to remove any
improvements currently located within the Baywalk Easement Area, including, but not limited to the
existing fence.
4. Rights Reserved by Grantor. Grantor hereby reserves unto itself, its successors and
assigns as follows:
(a) the right of ingress and egress across, the Baywalk Easement Area by Grantor, its
successors, assigns and guests, invitees and persons doing business with Grantor, including
the use of the waterfront abutting the Baywalk Easement Area for permissible marina and
other purposes, public and private, in accordance with all applicable laws, provided such uses
do not interfere with the use of the Baywalk Easement by the public; and
(b) the right to install and maintain underground facilities for utilities within the
Baywalk Easement Area, provided Grantor promptly repairs any damage to the
Improvements resulting from the insulation and/or repair of underground facilities.
5. Maintenance of Baywalk. Upon completion of construction of the Improvements by
the City, the completed Improvements shall be perpetually maintained by the Grantor in good, clean
and first-class condition. "First Class Condition" shall require, at a minimum, that the replacement
materials used on the Improvements shall be of better or equal quality than that used in its initial
construction.
6. Insurance: Indemnity and Hold Harmless.
(a) Insurance. Prior to commencing the construction of the Improvements, the
City shall obtain the insurance required by the City's Risk Management Administrator and
provide the Grantor with evidence, consisting of certificates or policies of insurance and
bonds issued by Florida insurers and/or sureties rated B:VII or better per A.M. Best's Key
Rating Guide, latest edition, of: (a) builder's risk insurance for the full replacement cost of
the Improvements, and (b) general liability insurance in such form and amounts as may be
reasonably required by the City's Risk Management Administrator. The amount of insurance
coverage required will not be less than the amounts set forth in Exhibit "B", "Insurance
Requirements," attached hereto. Said insurance policies shall name the Grantor as an
additional insured. The foregoing insurance coverage shall be maintained in effect by City
from the commencement of construction of the Improvements until completion of the
Improvements. The Grantor shall be given at least 30 days prior written notice of any
cancellation, lapse, or material modification of said insurance coverage.
(b) Insurance for Maintenance. The Grantor shall provide the City's Risk
Management Administrator with evidence of general liability insurance in such form and
amounts as may be reasonably required by the City's Risk Management Administrator, and
in amounts not less than the amounts set forth in Exhibit "B-1". Evidence shall consist of
certificates or policies of insurance issued by Florida insurers rated B:VII or better per A.M.
Best's Key Rating Guide, latest edition. Said insurance policies shall name the City as an
additional insured. The foregoing insurance coverage shall be maintained continuously in
effect. The City shall be given at least 30 days prior written notice of any cancellation, lapse,
or material modification of said insurance coverage.
(c) Hold Harmless and Indemnify. Grantor, its successors and assigns, hereby
covenant not to sue, hold harmless, indemnify, and defend the City, the CRA and their
respective officers or employees in any and all actions, claims, demands, costs, expenses,
liabilities or damages arising or accruing by virtue of acts of omissions of Grantor, its
agents, servants, representatives, successors and assigns. This hold harmless, indemnity and
covenant not to sue includes, without limitation, any and all claims for personal injury,
wrongful death, damage to or loss of property, violation of applicable laws, codes, rules,
construction, architectural, or design decisions, actions or omissions. The duty to defend
may be complied with, at the option of the City Attorney, by either paying reasonable
attorney's fees for the cost incurred by the City in its defense, or by selecting defense
counsel, the cost of which shall be borne by Grantor. The obligations under this section
shall survive the expiration or cancellation of this Easement Agreement.
7. Miscellaneous.
(a) Enforcement. The provisions of this Easement Agreement may be enforced
by all appropriate actions in law and in equity by any party to this Easement Agreement. In
order to expedite the conclusion of the actions brought pursuant to this Easement Agreement,
the parties, their successors and assigns will not demand jury trial nor file permissive
counterclaims outside the bounds of this Easement Agreement in such actions. The parties
expressly waive the right to a jury trial in connection with any matter arising under this
Easement Agreement.
(b) Counterparts. This Easement Agreement may be executed in any number of
counterparts and by the separate parties hereto in separate counterparts, each of which when
taken together shall be deemed to be one and the same instrument.
(c) The City Officials. The "City" is a municipal corporation, and the City
Manager as its Chief Administrative Officer, is empowered to make all decisions with regard
to this Easement Agreement on behalf of the City, unless otherwise provided by law or by
resolution of the City Commission.
(d) Successors and Assigns. This Easement Agreement shall inure to the benefit
of and be binding upon the Grantor and its successors and assigns.
(e) Construction. The section headings contained in this Easement Agreement
are for reference purposes only and shall not affect the meaning or interpretation hereof. All
of the parties to this Easement Agreement have participated fully in the negotiation of this
Easement Agreement, and accordingly, this Easement Agreement shall not be more strictly
construed against any one of the parties hereto. In construing this Easement Agreement, the
singular shall be held to include the plural, the plural shall be held to include the singular, and
reference to any particular gender shall be held to include every other and all genders.
(f) Notices. Any and all notices required or desired to be given hereunder shall
be in writing and shall be deemed to have been duly given when delivered by hand (including
recognized overnight courier services, such as Federal Express) or three (3) business days
after deposit in the United States mail, by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the recipient at the address for such party set
forth in the introductory paragraph to this Easement Agreement (or to such other address as
any party hereunder shall hereafter specify to the other in writing).
City of Miami: City of Miami
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130
Attn: Pedro G. Hernandez
City Manager
With a copy to: Office of the City Attorney
444 S.W. 2nd Avenue, Suite 945
Miami, Florida 33130
Attn: Julie O. Bru
City Attorney
Grantor: Miami Woman's Club
1737 North Bayshore Drive
Miami, Florida 33132
Attn: Noreen Timoney
President
(g) Severability. In the event any term or provision of this Easement Agreement
is determined by appropriate judicial authority to be illegal or otherwise invalid, such
provision shall be given its nearest legal meaning or be construed as deleted as such authority
determines, and the remainder of this Easement Agreement shall be construed in full force
and effect.
(h) Exhibits. All of the Exhibits attached to this Easement Agreement are
incorporated in, and made a part of, this Easement Agreement.
(i) Amendments Termination. This Easement Agreement may not be amended,
modified or terminated except by written agreement of the parties hereto.
S. Covenants Running with the Land. It is intended that the terms, conditions,
covenants, rights, obligations and burdens set forth in this Easement Agreement shall constitute
covenants running with the title to the Property.
9. Entire Agreement. This Easement 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, between the parties with respect thereto.
10. Governing Law. This Easement Agreement shall be construed in accordance with,
and governed by, the laws of the State of Florida. Venue for all actions under this Easement
Agreement shall be in Miami -Dade County, Florida.
11. Third Party Beneficiaries. Neither the City nor Grantor intends to directly or
substantially benefit a third party by this Easement Agreement. Therefore, the parties agree there are
no third parry beneficiaries to this Easement Agreement and that no third party shall be entitled to
assert a claim against either of them based upon this Easement Agreement.
[SIGNATURE AND ACKNOWLEDGEMENT ON FOLLOWING PAGE]
IN WITNESS WHEREOF, GRANTOR has caused this Easement to be signed the day and
year first above written.
GRANTOR:
THE MIAMI WOMAN'S CLUB,
a Florida non-profit corporation
By:
Print Name:
Print Name:
STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )
Noreen L. Timoney, President
The foregoing instrument was acknowledged before me this day of June, 2008, by Noreen L.
Timoney, as President of the Miami Woman's Club, on behalf of the corporation, who is personally
known ( ) or produced identification O. Type of identification produced
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
ATTEST:
Priscilla A. Thompson, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS
ME
LeeAnn Brehm, Director
Risk Management
CITY OF MIAMI, a municipal corporation
of the State of Florida
U01 a
Pedro G. Hernandez, City Manager
APPROVED AS TO FORM AND
CORRECTNESS
Julie O. Bra
City Attorney
EXHIBIT "A"
DESCRIPTION OF BAYWALK EASEMENT AREA
The East twenty three (23) feet of the following described parcel:
Lot 3, less the South 20 feet thereof that lies East of the West 250 feet thereof and on the
eastern twenty three (23) feet of all of Lot 4, Amended Plat of Miramar Plaza, according to
the plat thereof as recorded in Plat Book 33, Page 18, Public records of Miami -Dade County,
Florida.