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HomeMy WebLinkAboutexhibit EThis 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_.'._„.,,. 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 diens. 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 lien 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. G. 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) clays' written notice of any cancellation or modification of said policies. The insurance policies shall provide that they are primary in coverage, regardless of whether o insurance. A certificate or duplicate policy(ies) showing delivered to Grantor and updated or renewed certificates Grantor throughout the term of this Agreement. The paragraph 6 shall survive the termination of this Agreement. 7. Miscellaneous. r not Grantor has other collectible such policy(les) in force shall be or policies shall be delivered to indemnification provisions of this (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 As_ siQns. 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 Ownership. 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 Seal] GRANTEE: CITY NATIONAL BANK OF FLORIDA, a national banking association, as Trustee under LAND TRUST AGREEMENT NUMBER 2401-1863-00 By: 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 of the , 20y05, by , as 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-f911LECOMPTEK1162524ovo411 hj4zD4_.Q0C15/11105 Print Name: Notary Public, State of Florida [NOTARIAL SEAL]