HomeMy WebLinkAboutexhibit BThis instrument prepared by, or under the
supervision of (and after recording, return to)
Kimberly S. LeCompte, Esq.
Greenberg, Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
EASEMENT AGREEMENT
EXHIBIT ''_� -
to
Resolution
THIS EASEMENT AGREEMENT ("Agreement") is made and entered into as of the _
day of , 2005 (the "Effective Date"), by and between the City of Miami, a municipal
corporation ("Grantor") and City National Bank of Florida, national banking corporation, as
trustee under Land Trust Agreement Number 2401-1863-00 ("Grantee").
RECITALS:
A. Grantor is the owner of that certain parcel of land located in Miami -Dade County,
Florida, more particularly described in Exhibit "A" attached hereto, together with the
improvements located thereon from time to time (the "Grantor's Parcel").
B. Grantee is the owner of that certain parcel of land located in Miami -Dade County,
Florida, more particularly described in Exhibit "B" attached hereto, together with the
improvements located thereon from time to time (the "Grantee's Parcel").
C. Grantor desires to grant to Grantee an easement over and across portions of the
Grantor's Parcel for the purpose of allowing Grantee and any future owners of all or any portion
of the Grantee's Parcel (collectively, the "Owners") and their successors, contractors,
subcontractors, agents, permitted assigns, guests and invitees to use a portion of the Grantor's
Parcel as (a) a temporary construction, staging and/or development area, and (b) a temporary
sales office.
NOW, THEREFORE, in consideration of the premises, agreements and covenants set
forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Grantor and Grantee hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein
as if repeated at length.
2. Grant of Easement. Grantor hereby grants to the Owners a non-exclusive
easement (the "Easement") for a term not to exceed five (5) years from the Effective
Date (the "Term") over, across and upon that certain portion of the Grantor's Parcel more
particularly described on Exhibit "C" attached hereto (the "Easement Area") for the following
purposes: (i) using all or a portion of the Easement Area as a temporary construction, staging
and/or development area, (b) constructing and operating a temporary marketing and sales
office, together with signage and related parking facilities upon all or a portion of the Easement
Area, and (c) using all or a portion of the Easement Area for pedestrian and vehicular ingress
and egress between the Grantee's Parcel and Brickell Avenue. The Easement shall be in favor
of and appurtenant to the Grantee's Parcel and shall be in favor of the following (collectively,
the "Beneficiaries"): (1) Grantee, its successors, contractors, subcontractors, agents and
permitted assigns, and (2) the Owners and their respective tenants, guests and invitees of
same.
3. Operation Maintenance and Repair. Grantee shall be responsible, at Grantee's
expense, to operate, maintain and repair the Easement Area in good condition and in a safe
and orderly manner consistent with the uses permitted under this Agreement.
4. Compliance With Laws: Rules and Regulations. Grantee shall at all times
observe in the use of the Easement all applicable municipal, county, state and federal laws,
ordinances, codes, statutes, rules and regulations.
5. Construction Liens. Grantee shall keep the Easement Parcel (and all portions
thereof) at all times free of mechanics' liens and any other liens for labor, services, supplies,
equipment or materials purchased or procured, directly'or indirectly, by or for Grantee (or any
entity related or affiliated with Grantee). Grantee agrees that it will promptly pay and satisfy all
liens of contractors, subcontractors, mechanics, laborers, materialmen and others of like
character, and will indemnify Grantor against all liabilities, expenses, costs and charges,
including, without limitation, bond payments for release of liens and reasonable attorneys' fees
and costs incurred in and about the defense of any suit in discharging the Easement Parcel (or
any portion thereof) from any liens, judgments or encumbrances, caused or suffered by or
through Grantee. In the event any such liens shall be made or filed, Grantee shall bond against
or discharge same within thirty (30) days after receiving written notice of the filing of same. In
the event that Grantee fails to bond or discharge such liens as provided above, then the Grantor
may give written notice to the Grantee, and the Grantee shall have fifteen (15) days following
the date of receipt of such notice to bond or discharge such liens. In the event that the Grantee
fails to bond or discharge such liens within such fifteen (15) day period, then the Grantor may
bond and/or discharge the same and thereafter, the Grantee shall pay the Grantor for the
reasonable costs incurred by Grantor to bond and/or discharge the Gen within thirty (30) days
following receipt by the Grantor of a reasonably documented invoice for same. Grantee shall not
have any authority to create any liens for labor or material on the Easement Parcel and all
persons contracting with Grantee for the performance of any services, supply of any materials
or provision of any labor for any work done in, on or around the Easement Parcel, and all
materialmen, contractors, suppliers, mechanics and laborers are hereby charged with notice
that they must look solely to Grantee to secure payment of any bill for work done or material
furnished at the request or instruction of Grantee. The provisions of this paragraph 5 shall
survive the termination of this Agreement.
6. Indemnification; Insurance. Grantee hereby agrees to indemnify, defend and
hold harmless Grantor (and Grantor's officers, employees, successors and assigns) from and
against any and all liabilities, damages, claims, costs or expenses whatsoever (including all
reasonable attorneys' fees and costs whether suit be brought or any appeals be taken
therefrom) arising from, growing out of or connecting in any way with the failure of Grantee to
perform its obligations under this Agreement. Grantee shall also maintain, at Grantee's sole
expense, throughout the term of this Agreement, comprehensive general liability insurance and
automobile insurance with combined single limits of not less than $2,000,000.00, under which
policies Grantor shall be an additional named insured and be entitled to thirty (30) days' written
notice of any cancellation or modification of said policies. The insurance policies shall provide
that they are primary in coverage, regardless of whether or not Grantor has other collectible
insurance. A certificate or duplicate policy(ies) showing such policy(ies) in force shall be
delivered to Grantor and updated or renewed certificates or policies shall be delivered to
Grantor throughout the term of this Agreement. The indemnification provisions of this
paragraph 6 shall survive the termination of this Agreement.
7. Miscellaneous.
(a) Enforcement. The provisions of this Agreement may be enforced by all
appropriate actions at law and in equity (including, without limitation,
injunctive relief) by the respective fee .owners from time to time of the
Grantor's Parcel and Grantee's Parcel, with the prevailing party in any
such action entitled to reimbursement of reasonable attorneys' fees and
costs incurred at trial and all appellate levels.
(b) Counterparts. This 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) Construction. The section headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation
hereof. All of the parties to this Agreement have participated fully in the
negotiation of this Agreement, and accordingly, this Agreement shall not
be more strictly construed against any one of the parties hereto. In
construing this 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.
(d) 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 or three (3) business days after deposit in the United
States mail, by registered or certified mail, return receipt requested,
postage prepaid, and addressed as follows (or to such other address as
either party shall hereafter specify to the other in writing):
If to Grantor:
With copies to:
If to Grantee:
C/o The Related Group of Florida
2828 Coral Way, PH Suite
Miami, Florida 33145
Attn:
With a copy to:
Greenberg, Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Attn: Joel K. Goldman, Esq.
(e) Severability. In the event any term or provision of this 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 Agreement shall be construed in full force and effect.
(f) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the fee owners from time to time of the Grantor's
Parcel, the fee owners from time to time of the Grantee's Parcel, the
Beneficiaries, the parties hereto and their respective successors and
permitted assigns. Neither party shall be permitted to assign its rights
and/or obligations under this Agreement.
(g) Exhibits. All of the Exhibits attached to this Agreement are incorporated
in, and made a part of, this Agreement.
(h) Estoppel Certificates. Each of the parties hereto agree, promptly upon
request from any other party hereto, to furnish from time to time in writing
certificates containing truthful estoppel information and/or confirmations of
the agreements, obligations and easements contained in this Agreement.
(i) Cooperation. Grantor agrees to cooperate with Grantee in connection
with the filing of all required permits and agrees to join in (as owner of the
Grantor's Parcel) any applications if necessary.
{j) Condominium Form of Ownershi . As portions of the Grantee's Parcel
are submitted to condominium ownership, Grantee's Parcel shall
automatically be deemed to exclude the portion submitted to
condominium ownership.
(k) Waiver of Trial by Jury. THE PARTIES HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THAT
ANY PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER DOCUMENTS EXECUTED IN CONNECTION
HEREWITH, OR IN RESPECT OF ANY COURSE OF CONDUCT,
STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS
OF EITHER PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO
THIS AGREEMENT.
8. Reservations. Grantor hereby reserves all rights of ownership in and to the
Easement Area which are not inconsistent with the Easement, including, without limitation, the
right to grant further easements on, over and across the Easement Area and the right to use
the Easement Area for all uses not interfering with the uses permitted under this Agreement.
9. Amendments! Termination. Subject to the other provisions hereof, this
Agreement may not be amended, modified or terminated except by written agreement of all of
the then fee owners of the Grantor's Parcel and the Grantee's Parcel, and the holders of any
mortgages of record encumbering same. Further, no modification or amendment shall be
effective unless in writing and recorded in the Public Records of Miami -Dade County, Florida.
10, 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, between the parties with respect
thereto.
[The remainder of this page is intentionally left blank.]
EXECUTED as of the date and year first above written.
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
Print Name:
Print Name:
Print Name:
Print Name:
GRANTOR:
CITY OF MIAMI, a municipal corporation
By:^
Name:
Title:
[Corporate Sea]]
GRANTEE:
CITY NATIONAL BANK OF FLORIDA, a
national banking association, as Trustee
under LAND TRUST AGREEMENT
NUMBER 2401-1863-00
William E. Shockett, as Executive
Vice President and Trust Officer
CITY NATIONAL BANK OF FLORIDA
EXECUTES THIS INSTRUMENT SOLELY
AS TRUSTEE UNDER LAND TRUST
AGREEMENT NUMBER 2401-1863-00
AND NOT INDIVIDUALLY AND NO
PERSONAL JUDGMENT SHALL_ EVER BE
SOUGHT OR OBTAINED AGAINST SAID
BANK BY REASON OF THIS
INSTRUMENT.
STATE OF FLORIDA }
) ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this _ day of , 2005,
by as of the City of
Miami, a municipal corporation, on behalf of the corporation and limited partnership. He/She
personally appeared before me and is personally known to me or produced
as identification.
Print Name:
Notary Public, State of Florida
My Commission Expires: [NOTARIAL SEAL]
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this _ day of March, 2005, by
William E. Shockett, as executive Vice President and Trust Officer of Land Trust No. 2401-
1863-00, on behalf of the trust. He personally appeared before me and is personally known to
me or produced as identification.
My Commission Expires:
mia-fs11LECOMPTEKI1625240v0411 hj4z04_.DOC15111/05
Print Name:
Notary Public, State of Florida
[NOTARIAL SEAL]
Exhibit "B"
Park Land
Beginning at a concrete monument at the intersection of the East line of Brickell Avenue
with the Northerly line of S.E. Fifth Street, according to the plat thereof as recorded in
Plat Book 8, at Page 93, of the Public Records of Miami - Dade County, Florida;
Thence run South 76 degrees 39'35" East, along said Northerly line of said S.E. Fifth
Street projected Easterly, for a distance of 233.52 feet to a concrete monument;
Thence Northeasterly along the arc of a curve with a radius of 25.0 feet, through an are of
71 degrees 04'35", for an are distance of 31.01 feet, to a concrete monument;
Thence continue Northeasterly along the arc of a reverse curve with a radius of 40.0 feet,
through an arc of 122 degrees 2340", for a distance of 85.45 feet, to a concrete
monument;
Thence South 76 degrees 39'35" East, for a distance of 321.10 feet, to a point on the U.S.
Harbor line along the West side of Biscayne Bay;
Thence South 5 degrees 37'19" West, along said Harbor Line, for a distance of 171.54.
feet, to the Southeast corner of the tract herein described.
Thence North 76 degrees 39'35" West, parallel with and 141.08 feet distance from the
said Northerly line of said S.E. Fifth Street projected Easterly, for a distance of 670.29
feet to a concrete monument on the Easterly line of Brickell Avenue;
Thence North 13 degrees 20'55" East, along said Easterly line of said Brickell Avenue,
for a distance of 141.08 feet, to the Point of Beginning.
LESS AND EXCEPT:
A portion of "BRICKELL PARK", according to a Plat thereof, as recorded in Plat Book
15, at Page 39 and a portion of Deed Book 323, Page 298, as shown on "BRICKELL,
POINT", according to a Plat thereof, as recorded in Plat Book 8, at Page 34, both of the
Public Records of Miami -Dade County, Florida, lying and being in the City of Miami,
Miami -Dade County, Florida, being more particularly described as follows:
Begin at the intersection of the Easterly extension of the North line of Southeast 5th
Street with the East right-of-way line of Brickell Avenue as shown on said plat of
"BRICKELL POINT" recorded in Plat Book 8 at Page 34; thence South 76°39'35" East,
along the North line of the PRIVATE DRIVE as shown on said "BRICKELL POINT" for
62.36 feet; thence South 13°20'25" West for 17.93 feet; thence South 88°07'25" West for
49.35 feet to a point of curvature; thence southwesterly along a 20.00 foot radius curve,
leading to the left, through a central angle of 74°46'30" for an arc distance of 26.10 feet
to a point of cusp, said point lying on said right of way line of Brickell Avenue; thence
North 13120'55" East along said East right of way line for 50.18 feet to the Point of
Beginning.
LESS AND EXCEPT:
A portion of "BRICKELL PARK", according to a Plat thereof, as recorded in Plat Book
15, at Page 39 and a portion of Deed Book 323, Page 298, as shown on "BRICKELL,
POINT", according to a Plat thereof, as recorded in Plat Book 8, at Page 34, both of the
Public Records of Miami -Dade County, Florida, lying and being in the City of Miami,
Miami -Dade County, Florida, being more particularly described as follows:
Commence at the intersection of the Easterly extension of the North line of Southeast 5th
Street with the East right-of-way line of Brickell Avenue as shown on said plat of
"BRICKELL POINT" recorded in Plat Book 8 at Page 34; thence run South 76°39'35"
East, along the North line of the PRIVATE DRIVE as shown on said "BRICKELL
POINT", for 62.36 feet to the Point of Beginning of the hereinafter described parcel of
land; thence continue South 76°39'35" East for 65.92 feet to Reference Point "A"; thence
South 8800725" West for 68.31 feet; thence North 13°20'25" East for 17.93 feet to the
Point of Beginning of the hereinafter described parcel of land.
AND
Commence at said Reference Point "A"; thence South 76039'35" East along said North
line of the Private Drive as shown on said BRICKELL POINT for 105.24 feet to a point
of curvature; thence Northeasterly along a 25.00 foot radius curve, leading to the left,
through a central angle of 28125'34" for an arc distance of 12.40 feet to the Point of
Beginning of the hereinafter described parcel of land; thence continue along said circular
curve, leading to the left, through a central angle of 42°39'01" for an are distance of 18.61
feet to a point of reverse curvature; thence Northeasterly and Southeasterly, along a
circular curve to the right, concave to the South, having a radius of 40 feet, through a
central angle of 122°23'40", for an arc distance of 85.45 feet to a point on a non -tangent
line; thence South 76°39'35" East for 284.60 feet; thence South 08°49'52" West for 20.06
feet; thence North 76°39'35" West for 286.23 feet; thence North 63°46'58" West for
45.61 feet; thence North 77°43'17" West for 10.49 feet; thence South 5708'37" West for
14.11 feet; thence South 83°4728" West for 17.02 feet to the Point of Beginning of the
hereinafter described parcel of land.
As further set forth on the drawing attached hereto.
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