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HomeMy WebLinkAboutExhibit 2013/09/26THIS INSTRUMENT PREPARED BY: City of Miami Public Works Department 444 SW 2 Avenue, 8th Floor Miami, Florida 33130 Attn: Nzeribe Ihekwaba, Ph.D., P.E., Director [SPACE ABOVE THIS LINE FOR RECORDING DATA] TEMPORARY CONSTRUCTION EASEMENT THIS TEMPORARY CONSTRUCTION EASEMENT ("Temporary Construction Easement") is made and entered as of , 2013 ("Effective Date"), by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose address is 444 SW 2nd Ave, Miami, Florida 33130, as grantor, ("Grantor"), and BRICKELL CITICENTRE, LLC., a Florida limited liability company, as trustee ("Trustee") under the provisions of that certain Land Trust Agreement (as the same may be modified, amended, restated and supplemented from time to time, the "Trust Agreement") dated as of July 10, 2012 and known as Trust Number BCC- 2012, whose address is c/o Swire Properties, 501 Brickell Key Drive, Suite 600, Miami, Florida 33131, as grantees, ("Grantee"). RECITALS: WHEREAS, the Grantor has certain legal rights, custodial responsibility and interest in the City right-of-way known as SE 6th Street between South Miami Avenue and SE 1st Avenue (the "Right -of -Way") which includes the property legally described in Exhibit "A-1" and as depicted in the sketch on Exhibit "A-2" each attached hereto and by this reference incorporated herein (the "Burdened Property"); and WHEREAS, Grantee is the owner of fee simple title to that certain real property in Miami -Dade County, Florida, as legally described in Exhibit "B-1" and as depicted in the sketch on Exhibit "B-2" each attached hereto and by this reference incorporated hereid(the "Benefited Property") to which this Easement shall be appurtenant; and WHEREAS, the portion of the Benefited Property lying north of the Right -of -Way is hereinafter referred to as the "North Parcel" and the portion of the Benefited Property lying south of the Right -of -Way is hereinafter referred to as the "South Parcel"; as depicted on Exhibit "B- 2"; and WHEREAS, Grantee intends to build a commercial/retail/residential development on the Benefited Property (the "Project") generally contemplated by that certain "Special Area Plan" for Brickell CitiCentre approved on July 29, 2011 by the City of Miami; and WHEREAS, the Grantor desires to grant to Grantee a temporary construction easement described herein for the purpose of constructing a commercially activated above ground {24124641;91Q} 1 transportation corridor, and a below ground transportation corridor with parking in connection with the construction of the Project and non-standard improvements (including street lighting, landscaping, pavers, etc.), in order to ultimately provide, among other things, safe and reasonable access between the North Parcel and the South Parcel, and accommodating the public and users of the Project. NOW, THEREFORE, in consideration of the sum of One Dollar, and other valuable consideration paid and received, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby grants to Grantee (i) a temporary construction easement on, in, under, over, across and through the property legally described on Exhibit "A-1" hereto (the "Easement Area") for purposes of constructing, reconstructing, excavating, grading, sloping, installing, laying, inspecting, erecting, improving, removing, replacing and restoring the Improvements; (ii) the non-exclusive right .to store materialsand equipment on and in the Easement Area, and (iii) a temporary access easement for ingress, egress andaccess in connection with the foregoing (collectively, the "Temporary Construction Easement"). Section 1. Recitals. The above recitals are true and correct, and are incorporated herein by reference. Section 2. Term. The Temporary Construction Easement shall expire upon the completion of the construction of the Project, as evidenced by a final certificate of occupancy for the last phase or improvement of the Project (the "Completion Date"), and no later than December 31, 2015, whichever is earlier. Notice of the expiration of the Temporary Construction Easement shall be filed in the public records by Grantee, with a copy to the Grantor, within five days of Grantee obtaining the final certificate of occupancy or on December 31, 2015, whichever date is earlier. Section 3. Automatic Termination. Should a) the use, need, or transportation purpose for the Temporary Construction Easement be abandoned or cease prior to completion of construction, including but not limited to the elimination of transportation connectivity between the North Parcel and the South Parcel, or b) should the Temporary Construction Easement be peinianently or legally separated in any manner from the Benefited Property to which the Easement appertains, or c) if Grantee fails to pay the compensation required in Section 12 herein, or d) if Grantee fails to correct any other violation of the terms of this Temporary Construction Easement within a reasonable time after written notice of noncompliance has been provided; then upon written notice of termination by the Grantor all rights hereby granted to Grantee shall terminate and Grantee shall forthwith, at its own cost and expense and in a manner reasonably satisfactory to the Grantor, remove all Improvements and restore the Easement Area to the condition previously found prior to the Temporary Construction Easement. In the event that Grantee fails or refuses to do so, after such written notice, then the Grantor may, at its option, remove or cause to be removed such Improvements on the Easement Area and restore same to the condition previously found prior to the Temporary Construction Easement, and Grantee will, in such event, upon bill rendered, pay to the Grantor all costs incurred by it in such removal and restoration. Any rights of Grantor set forth in this Section are in addition to, and exclusive of, any other rights set forth herein or under the law, including the Grantor's rights under the performance bond set forth in Section 8 herein, and shall survive the termination of this Temporary Construction Easement. {24124641;91Q} 2 Section 4. Access Easements; Interference. Nothing herein shall prohibit the Grantor from entering upon the Right -of -Way or Easement Area, for any use which is not inconsistent with the rights conveyed herein. Notwithstanding the foregoing, the Grantor retains, and may exercise any right for traffic regulation, and in the event of an emergency, even if such rights interfere with the Temporary Construction Easement conveyed herein. Section 5. Improvements. Grantee intends to construct, as part of the Project, those improvements as generally depicted in the Special Area Plan, including, without limitation, a (i) commercially active overpass/bridge over and above the Right -of -Way connecting the North Parcel and South Parcel; (ii) portion of a framed structure, fixed and self-supporting to be constructed over and above the Right -of -Way (the "Climate Ribbon" and together with the Bridge, the "Aboveground Improvements"), connecting the various parcels of Brickell CitiCentre and providing protection from the elements to pedestrians; and (iii) underground parking structure, walk -ways, parking spaces, ramps and related infrastructure, under the Right - of -Way connecting the North Parcel and the South Parcel underground (the "Underground Improvements"). No other use will be permitted without the express written consent of Grantor. The term, "Improvements" shall mean the Above ground Improvements and the Underground Improvements and the non-standard improvements (including street lighting, landscaping, pavers etc.). Grantee shall be responsible to pay for any and all repairs or damage to the Right - of -Way resulting from the construction of the Project. Grantor shall be responsible for no cost, claim, or lien resulting from construction of the Project, or the rights conveyed herein, which shall be the sole responsibility of Grantee. Section 6. Utilities/Security. Grantee shall be responsible for relocating, removing, and repairing all utility facilities in the Easement Area as necessary for construction and maintenance of the Project, and Grantor shall have no responsibility therefor. Nothing herein shall be deemed to warrant or guarantee Grantee's ability to relocate or remove such utilities, and all such changes, if any, will be made by separate agreement between the Grantee and the respective utility. Grantee shall bear the cost and expense of all temporary and permanent changes made necessary to any of the utilities located within the Easement Area and Right -of - Way occasioned by the construction of the Project or the use of the Easement Area of Right -of - Way. Grantee is solely responsible for the personal safety of its employees, invitees, or any other person entering the Easement Area, as well as any equipment or personalty installed or brought into the Easement Area. The Grantor assumes no responsibility for the safety of such persons, equipment or personalty. This section survives the termination of this Temporary Construction Easement. Section 7. Commencement of Construction. Prior to any construction in the Easement Area, Grantee shall submit to Grantor for review and approval complete construction plans for any construction, alterations, modifications or improvements to be made in the Easement Area. These plans shall meet the requirements of the City of Miami, County, State of Florida Department of Transportation, and other applicable laws and regulations, including but not limited to the Florida Building Code and the Florida Fire Prevention Code. Grantee specifically agrees that no cost, claim, lien, or other expense shall be incurred by Grantor due to such design, construction, safety procedure, work or operation in the Easement Area. Prior to any construction in the Easement Area, Grantee shall also submit a detailed maintenance of traffic plan to the Grantor, including but not limited to a notation of all proposed barricades, {24124641;914) 3 signage, re-routing, and temporary roads. No construction shall commence in the Easement Area without the prior written consent of Grantor with respect to the construction plans and the maintenance of traffic plan. Grantor's approval of any of the construction plans shall not relieve Grantee of any obligation to file and procure approval of such plans with any department of the City of Miami, the Grantor, or any other governmental authority having jurisdiction over the issuance of building or other permits. Grantee acknowledges that any approval given by Grantor shall not constitute an opinion that the plans are adequate or in compliance with any law, ordinance, or code or other applicable regulations. Grantee shall not rely upon Grantor approval for any such purpose, and Grantor approval shall impose no liability upon Grantor. By its review the Grantor only signifies that the plans satisfy the Grantor's requirements, and the Grantor expressly disclaims all other representations and warranties in connection with the plans, including but not limited to the integrity, suitability or fitness for the intended purpose or whether the improvements are constructed in accordance with the plans. For purposes of this Temporary Construction Easement, "Commencement of Construction" when used in connection with construction of the Improvements shall mean the earlier of the filing of the notice of commencement under Florida Statutes Section 713.13 or the visible start of work on the Improvements, including but not limited to on -site utility, excavation or soil stabilization work. In order to meet the definition of "Commencement of Construction" herein, such filing of notice or visible start of work must occur after Grantee has received a building permit for the particular Improvements or portion thereof on which construction is proposed to commence. Construction Plans shall consist of final plans, drawings, and specifications in the form and with sufficient detail as required to obtain a building permit for such Improvements. In the event of disapproval, Owner shall make the changes to the Construction Plans necessary to meet Grantor's stated grounds for disapproval, and shall resubmit such revisedplans to the Grantor. Such resubmission shall be subject to review and approval, until final approval is received by Grantor. Section 8. Performance Bond. The Parties agree that the Improvements are not public buildings or public works as contemplated under Section 255.05, Florida Statutes (2011). Prior to the Commencement of Construction of the Improvements, Grantee shall deliver, or cause its contractors to deliver, to the Grantor executed performance bonds as contemplated under Section 255.05, Florida Statutes (2011), or their equivalent (including without limitation, the right to deliver alternative security pursuant to Section 713.23, Florida Statutes (2011)), to guarantee the construction of the portion of the Improvements then being constructed by such contractor on the Easement Areas. The amount of such bond shall be equal to the proportionate share of the applicable hard costs of construction of the Improvements then being constructed on the Easement Areas by such contractor. Each bond shall name the Grantor as beneficiary thereof and shall be issued by a surety reasonably acceptable to Grantor. Grantee shall have the right from time to time to substitute or replace, or cause its contractors to substitute or replace, such bonds as deemed necessary by the Grantee for any portion of the Improvements on the Easement Areas then being done. Any such perfoiinance bonds, or the equivalent, and Grantee's obligations thereunder, shall terminate upon payment of such work as required under the Grantee's construction contract. Notwithstanding anything in the foregoing, the Grantor acknowledges that all of the Improvements are not being constructed on the Easement Area, and that the Project includes the Benefited Property, and therefore, the performance bond shall not be based on the amount of hard construction costs of the entire Improvements or Project or any portion of the Improvements that are not located on the Easement Area. 124124641;410} 4 Section 9. Hazardous Materials. Grantee is responsible for any hazardous materials found in the Easement Area after commencement of this Temporary Construction Easement, except to the extent caused by Grantor. In the event that such hazardous materials are found, the burden of proving that such hazardous materials were caused by the Grantor shall be upon the Grantee. Grantor reserves the right to test the Easement at its own expense for hazardous materials at any time during the term of this Temporary Construction Easement. The teini "hazardous materials" shall mean any and all hazardous or toxic substances, material, waste, solid waste, or debris of any kind as defined by the Environmental Protection Agency and any federal, state, or local laws. Grantee shall, at Grantee's sole cost and expense, promptly and diligently complete any and all audits, assessments, clean-ups, and monitoring of the Easement Areas required by provisions of this section. Grantee shall not permit any vehicle to carry flammable, explosive, or combustible liquids into or onto the Easement Areas. This section survives the termination of this Temporary Construction Easement. Section 10. Maintenance of Improvements; Easements. Except as specifically set forth otherwise in this Temporary Construction Easement, Grantee shall be responsible to maintain and keep the Easement Area in safe condition. Grantee shall have the right to clear and keep the Easement Areas clear of obstruction which might interfere with the purposes for which this Temporary Construction Easement is granted (including, without limitation, all lines, pipes or systems). Neither Grantee nor its contractors, agents or any person acting on its behalf, shall be deemed an agent of the Grantor. Additionally, Grantee shall be responsible to maintain, repair and replace the Right -of -Way in accordance with Grantor specifications. Section 11. Operations. Grantee's development and construction of the Project and its use and operation of the Easement Areas shall not interfere with the Grantor's customary and reasonable operation of the Right -of -Way, unless prior arrangements have been made in writing between the Parties. Section 12. Consideration. As consideration for the granting of the Temporary Construction Easement, Grantee shall pay to the Grantor the sum of $536.310.00 due upon execution of this Temporary Construction Easement by both parties. Section 13. Indemnification. Grantee shall indemnify and hold harmless the Grantor and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the Grantor or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Temporary Construction Easement by the Grantee or its employees, agents, servants, partners principals or subcontractors or from the use of the Temporary Construction Easement. Grantee shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the Grantor, where applicable, including appellate proceedings, and shall pay all reasonable costs, judgments, and attorney's fees which may issue thereon. Grantee expressly understands and agrees that any insurance protection required by this Temporary Construction Easement or otherwise provided by Grantee shall in no way limit the responsibility to indemnify, keep and save harmless and defend the {24124641;91Q} 5 Grantor or its officers, employees, agents and instrumentalities as herein provided. It is understood that Grantor assumes no responsibility for the personal safety of any persons, equipment, or personal property brought into or installed upon the Easement Area, including any loss, theft, damage, or injury. Grantee shall promptly notify the Grantor of any loss, damage, injury or death arising out of or in connection with the Temporary Construction Easement or occurring on the Easement Area. This obligation survives the termination of this Easement. Section 14. Insurance. Grantee shall, at its expense, maintain at all times during the terms of this Temporary Construction Easement and furnish to the Grantor Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: a. Worker's Compensation Insurance for all employees of the Grantee as required by Chapter 440, Florida Statutes. b. Commercial General Liability Insurance, on a comprehensive basis, in an amount not less than $50,000,000 combined single limit per occurrence for bodily injury and property damage. City of Miami must be shown as an additional insured with respect to this coverage. c. Automobile Liability Insurance covering all owned, non -owned and hired vehicles used in conjunction with this Easement in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than "A-" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City Risk Management Department. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days in advance notice to the certificate holder. CERTIFICATE HOLDER MUST READ: CITY OF MIAMI 444 SW 2 AVENUE 10th FLOOR MIAMI, FL 33130 Compliance with the foregoing requirements shall not relieve the Grantee of liability and obligation under this Section or under any other Section of this Temporary Construction Easement. Section 15. Grantee's Right to Transfer. The Easement granted herein may only be conveyed as an easement appurtenant to the Benefited Property and shall not be subdivided or {24124641;41Q} 6 sold separately from the Benefited Property without the prior consent of the Grantor. Grantee Any sale, assignment or transfer of Grantee's interest in this Easement shall be made expressly subject to the terms, covenants and conditions of this Easement, and such transferee shall expressly assume all of the obligations of Grantee under this Easement, and agree to be subject to all conditions and restrictions to which Grantee is subject. In the event of a transfer of Grantee's interests in this Easement, or any part thereof, Grantee shall deliver written notice to Grantor of such transfer, together with a copy of the transfer agreement (if applicable). Upon the transfer by Grantee, Grantee shall be released from future obligations which may occur during the unexpired term of this Easement. However, nothing in this Easement shall abrogate Grantee's obligation to pay any sums due to the Grantor which accrued prior to the effective date of such transfer, or obligations or liabilities occurring prior to the date of transfer, and the Grantor shall always have the right to enforce collection of such sums due and to enforce obligations from Grantee which accrued prior to the transfer and in accordance with the terms of this Easement unless written consent is obtained from the Grantor. Section 16. Representations and Warranties. Grantee hereby represents and warrants to the Grantor that it has full power and authority to enter into this Temporary Construction Easement and perform in accordance with its terms and provisions and that the parties signing this Temporary Construction Easement on behalf of Grantee have the authority to bind Grantee and to enter into this transaction and Grantee has taken all requisite action and steps to legally authorize it to execute, deliver and perfouun pursuant to this Temporary Construction Easement. Grantor neither warrants title to the property conveyed herein nor guarantees the suitability of any of the lands for a particular use. Section 17. Binding Effect. All terms and provisions of this Temporary Construction Easement are binding upon the parties hereto and their respective successors and assigns. Further, all teinis and provisions of this Temporary Construction Easement and all rights, privileges, benefits and burdens created hereunder are covenants running with the lands described herein, binding upon and inuring to the benefit of the parties hereto, their respective heirs, successors, successors -in -title, legal representatives and assigns. Section 18. Construction. Each party hereto hereby acknowledges that all Parties hereto participated equally in the drafting of this Temporary Construction Easement and that, accordingly, no court construing this Temporary Construction Easement shall construe it more stringently against one party than the other. Section 19. Governing Law/Venue. This Temporary Construction Easement shall be governed by and construed under the laws of the State of Florida. Venue for any action arising out of this Temporary Construction Easement shall be Miami -Dade County, Florida. Section 20. Notices. Any notices which may be peinlitted or required hereunder shall be in writing and shall be deemed to have been duly given as of the date and time the same are received at the addressee's address set forth below, whether same are personally delivered, mailed by United States Postal Service, postage prepaid by registered or certified mail, return receipt requested, delivered by Federal Express or other overnight delivery service from which a receipt may be obtained, and addressed as follows: {24124641;9.1Q) 7 To Grantor: To Grantee: With a copy to: City of Miami, a municipal corporation of the State of Florida 444 SW 2 Avenue 8th Floor Miami, Florida 33130 Fax: (305) 416-1278 Attn: Director, Public Works Department Swire Properties 501 Brickell Key, Suite 600 Miami, Florida 33131 Attention Christopher Gandolfo Akerman Senterfitt One SE Third Avenue, 25th Floor Miami, Florida 33131 Attention: Neisen Kasdin, Esq. and T. Spencer Crowley, Esq. or to such other address as either party hereto shall from time to time designate to the other party by notice in writing as herein provided. Section 21. Waiver. No delay in exercising any right or remedy shall constitute a waiver thereof, and. no waiver of the breach of any provision of this Temporary Construction Easement shall be construed as a waiver of any preceding or succeeding breach of the same or any other provision of this Temporary Construction Easement. Section 22. Successors and Assigns. This Temporary Construction Easement runs with the land and shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns. Section 23. Recording. This Temporary Construction Easement shall be recorded among the Public Records of Miami -Dade County, Florida, at the sole cost of Grantee. Section 24. Consents. Whenever in this Temporary Construction Easement the consent or approval of the Grantor is required, such consent or approval, with respect to the Grantor as the Grantor shall be made (so long as the Grantor is City of Miami) by the City Manager or its designee on behalf of the Grantor and: (a) shall not be effective unless it is in writing; and (b) shall apply only to the specific act or transaction so approved or consented to and shall not relieve the Grantee of the obligation of obtaining the Grantor's prior written consent or approval to any future similar act or transaction. Section 25. Grantor's Rights as Sovereign. It is expressly understood that, notwithstanding any provision of this Temporary Construction Easement and Grantor's sovereign status hereunder (if applicable): (a) the Grantor retains all of its sovereign prerogatives and rights as a city under Florida laws and shall not be estopped from withholding or refusing to issue any approvals of and applications for building, zoning, planning or development under present or future laws and regulations of whatever nature applicable to the design, construction and development of the improvements provided for herein, and (b) the {24124641;910) 8 Grantor is not obligated to grant any applications for building, zoning, planning or development under present or future laws and regulations of whatever nature applicable to the design, construction and development of the improvements provided for herein. Section 26. Severability. If any provision of this Easement or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Easement and the application of such provision to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. (24124641;9n} [Remainder of Page Intentionally Blank] 9 IN WITNESS WHEREOF, the Grantor has caused this Temporary Construction Easement to be executed in its name by the City Manager; as authorized by the City of Miami Commission, and the Grantee has caused this Temporary Construction Easement to be executed by its duly authorized representative all as of the Effective Date. CITY OF MIAMI, a GRANTOR Municipal corporation of the State of Florida ATTEST: ( CITY OF MIAMI: By: By: Todd B. Hannon Johnny Martinez City Clerk City Manager APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Julie O. Bru City Attorney The foregoing was accepted and approved on the day of , 2013, by Resolution No. of the Commission of the City of Miami, Florida, a municipal corporation of the State of Florida. (24124641;41Q} ATTEST: By: Todd B. Hannon City Clerk 10 WITNESSETH: By: signature print name signature print name STATE OF FLORIDA COUNTY OF MIAMI-DADE GRANTEE BRICKELL . CITICENTRE, LLC, A FLORIDA LIMITED LIABILITY COMPANY Name: Title: The foregoing instrument was acknowledged before me this day of ,2012, by , who is personally known to me or and has/has not produced as identification and did/did not take an oath. Notary Public print name Serial Number {24124641;91Q} 11 EXHIBIT "A-1" (TEMPORARY CONSTRUCTION EASEMENT DESCRIPTION) LEGAL DESCRIPTION: A portion of . SE 6th Street, lying directly adjacent to Lots 1 ,through 7, Block 107S, according to the plot thereof, as recorded in Plat Book B at Page 77 and Lots 1 through 6 and a portion of lot 7, Block 108S, S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION, according to the plat thereof, os recorded in Plat Book B at Page 77, all being recorded in the Public Records of Miami —Dade County, Florida, and being more particularly described as follows: Commence at the Northeast corner of Lot 7, of said Block 107S; Thence S 87'47'31" W along the North line of Lots 7, Block 107S for 7.47 feet to the Point of Beginning; thence continue S 87'47'31" W along the North line of Block 107S for 317.50 feet; to a point of curvature; thence Southeasterly along a 25.00 radius curve leading to the left through a central angle of 90'04'08" for an arc distance of 39.30 feet to a point of cusp; thence S 02' 1 6'37" W for 100.00 feet to a point on a circular curve concave to the Northeast and whose radius point bears S 87'43'23" W; thence Northeasterly along a 25.00 radius curve leading to the left through a central angle of 89'55'52" for an arc distance of 39.24 feet to a point of tangency; thence N 87'47'31" W along the Southline of said Block 108S for 317.55, thence 5 02'15'37" E for 5C.00 feet to the Point of Beginning. SURVEYOR'S NOTES: — This site lies in Section 38, Township 54 South, Range 41 East, Mrs. Hogan Donation, City of Miami, Miami —Dade County, Florida. — Bearings hereon are referred to on assumed value of NO2'16'37"W for the East right—of—way line Miami Avenue, and evidenced by two (2) Set 1/2" Pipe & Cop LB3653. — Lands shown hereon were not abstracted for easements and/or rights —of —way of records. — Lands shown hereon by metes cnd bounds method contains 17,395 square feet, or 0.399 ocres, more — This is not a "Boundary Survey" but only a graphic depiction of the description shown hereon. Dimensions shown hereon are bosed on Fortin, Leavy, Skiles, sketch #2012-022. of South or less. SURVEYOR'S CERTIFICATION: I hereby certify that this "Sketch of Description" was made under my responsible charge on April 25, 2013, and meets the applicable codes os set forth in the Florida Administrative Code, pursucnt to Section 472.027, Florida Statutes. "Not valid without the signature and the original raised seal of a Florida Licensed Surveyor and Mapper" FORTIN, LEAVY, SKILES, INC., LB3653 By: Daniel C. Fortin, For The Firm Surveyor and Mapper, LS2853 State of Florida. 4 Drain By oJo LEGAL DESCRIPTION Cad. No. 111096 Ref: Dwe. 2012-022 F ORTIN, LEAVY, S KILES, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS Date 4/25/13 Scale NOT TO SCALE Job. No. 130501 Plotted: 8/22/13 8:27a FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Dwg. No. 1013-038-3 Sheet 1 of 3 J Drawn By Cad. No. EXHIBIT "A-1" (TEMPORARY CONSTRUCTION EASEMENT SKETCH, PAGE 1 OF 2) BLOCK 106A LOT 11 /1 l L POINT OF SE 1st AVENUE I COMMENCEMENT N.E. CORNER oF LOT 7, oCK �7s METRO MOVER CORRIDOR I S02°16'37"E I SE7'47'31"W LOT8 50.00' -1 BLOCK 10ES LOT 7 A=89°55'52" R=25.00' POINT OF LOT BEGINNING L=39.24' i A=90°04'08" I R=25.00' LOT 1 N J LOT 1 ,I� L=39.30'WEST LINE OF WEST LINE OF r C j`- ' a3$ LOT 1, BLOCK 1075 I LOT 1, BLOCK 10ES / v NO2°16'37"1N 100.00' b CENTERLINE OF SOUTH MIAMI AVENUE NO2'16'37"W SOUTH MIAMI AVENUE i I — — — — — —1 — �— (PUBLIC RIGHT-OF-WAY) 1L CITY OF MIAMI MONUMENT LINE oJo SKETCH OF DESCRIPTION 111096 Ref. Dive. 2012-022 .Plotted: 8/22/13 8:27o FORTIN, LEAVY, S KILES, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls tfflssurvey.com Scale Job. No. 4/25/13 130501 Dwg. No. 1013-038-3 Sheet 7 of EXHIBIT "A-1" (TEMPORARY CONSTRUCTION EASEMENT SKETCH, PAGE 2 OF 2) r I i SW 7th STREET -,-- 6th I l I , REST tu ' I 11 1 I 1....:� I LL I 1 I l I 1 I > 1 '_--1_-I, I 1 I 1 r- C r 1 I -1-�� I I 1 1 1. 11 1 _i-_ 4'--I_ V I 1 0 Ee L'1 --r-r i 7 1 I / i / I 1• 1 / 1 1 1 I I r - Drawn By OJO Cad. No. 111096 Ref. Dwg. 2012-022 L OCA T/ON SKETCH FORTIN, LEAVY, S KILES, INC CONSULTING ENGINEERS, SURVEYORS & MAPPERS Date 4/25/13 Scale NOT TO SCALE Job. No. 130 501 Plotted: 8/22/13 8:27o FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Dwg. No. 1013-038-3 Sheet 3 of 3 10 UIMI TEMPORARY i AILERS Olilt 11t;I .i.'.: •l ,i,1i il I ills CONSTRUCTION TRAILER `j Ir,j '-1— STAGING AREA ilil } SPENCER, . atva sty c+PER / ' PLEASE ADVISE IF (�` O.R8. 11810. P :GC• 22M O / WEG TOULD FWAY D y MEM RIGHT OF WAY DED l WHAT WE ARE PLA r I FOR THIS w,,nw:rI In, .I w II EXHIBIT "A-Z" (TEMPORARY CONSTRUCTION EASEMENT) IIH Nll 11 I II.I. P(DISAT rLn 0.R S. 2,161. Pr_liE,56] 1 kg-ING P.TI N10R G I ,krAy CTuf,' 1,M11. r -I Ii;Iaa::I:In fl •I;IIIiiIIPlt CONSTRUCTION TRAILER STAGING AREA II{I�ld .I 4111I c I��IV i --'��-AnaUd eft . ' • CONSTU(, ON 127112 i I r—I! j r— ,VMLUNM� A..(VIL: N8A^.= IiO0t Ill F7 VACANT (NO BUILDINGS) (LANDSCAPED &TREES) TREES LOCATED ORY7712 NOT UPDATED 1127D2 kkk z I ql 1111111111 III ti BUIL[q(iNGLM=O{ U ART ,dE i , SECT CM 5a1 6-6 III, L31 11 { IL IEL IF) C61N. NNYIaS� wugT.2s I'i"nanlrlll:?ItI EXHIBIT "B-1" (BENEFITED PROPERTY, PAGE 1 OF 2) Legal Descriptions Brickell CitvCentre North Squared IBCCN21 LOTS 1 THROUGH 7, IN BLOCK 108 SOUTH, OF S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PARCEL CONVEYED BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 11810, PAGE 2274, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. {26905965;1) 1 EXHIBIT "B-1" (BENEFITED PROPERTY, PAGE 2 OF 2) Legal Descriptions Brickell CityCentre North rBCCNI LOTS 1 THROUGH 6, THE WEST HALF OF LOT 7, AND LOTS 9-14, BLOCK 107S, OF PATTERSON AND OLIVE SUBDIVISION, ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PARCEL CONVEYED BY RIGHT-OF-WAY DEED RECORDS IN OFFICIAL RECORDS BOOK 25161, PAGE 1547, PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. MDT PARCEL Leasehold estate create by, through and under that certain Brickell Parcel A Vacant Land Lease approved April 3, 2012 by the Miami -Dade County Board of County Commissioners, by and between Miami -Dade County; a political subdMsion of the State of Florida, through Miami -Dade Transit, as landlord, and Swire Properties Inc., a Florida corporation, as tenant, as assigned by Assignment and Assumption of Brickell Parcel A Vacant Land Lease dated April 25, 2012 made by Swire Properties Inc. to Brickell CitiCentre North, LLC in the following described lands: PORTIONS OF LOT 7 AND LOT 15, BLOCK 1075, PATTERSON AND OLIVE SUB., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B", PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 7; THENCE S87°48`07"W ALONG THE NORTH LINE OF SAID LOT 7 AND THE SOUTH RIGHT OF WAY LINE OF SOUTHEAST CH STREET, 7.47 FEET TO THE POINT OF BEGINNING; THENCE S02°15'18"E, 299.98 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 15 AND THE NORTH RIGHT OF WAY LINE OF SOUTHEAST 7TH STREET, 42.53 FEET TO THE SOUTHWEST CORNER OF SAID LOT 15; THENCE NO2°15'18"W; ALONG THE WEST LINE OF SAID LOT 15, 149.99 FEET TO THE NORTHWEST CORNER OF SAID NORTH LINE OF SAID LOT 15 AND THE SOUTH LINE OF SAID LOT 7, 25.00 FEET; THENCE NO2'1518"W, 149.99 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 7 AND THE SOUTH RIGHT OF WAY LINE OF SOUTHEAST 6TH STREET; THENCE N87°48'07"E, ALONG THE NORTH LINE OF SAID LOT 7 AND THE SOUTH RIGHT OF WAY LINE OF SOUTHEAST 6`H STREET, 17.53 FEET TO THE POINT OF BEGINNING. SAID LAND LYING IN THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA, CONTAINING 9,009 SQUARE FEET (0.2068 ACRES) MORE OR LESS. {26905943;1} 1 r r . EXHIBIT "B-2" (BENEFITED PROPERTY, PAGE 1 OF 2) UNNUMIIEREt LOCK ,¢ i SI-&J.B.PAUEPSONAND J.F-A9:T,OLYESUBDIVISION S� PLAT ROOKd, PAGE77 I cc S; 4 1r LOCATION $WETCH scae t• a 5tpr riveul.aA4kS.�•}.f��-v�ny "`^•..5wrmi,Wmrr_--''-�,., 3 : . red-?';`..... , }�—... �:am.�...'° .'• ...Ir r:,, j otnr VACANT 1 — zll.^e.v...n' t i£ t / . I anrr „:..I.9TY Q _ ,lh o; fl I d � tSIC2 LOT I 10T5 "ilk;' I Icy \ 4 n"a' t'`- ~ ..kt... f sere. NUT I. Am 1,1 .4i144 I ; "I 'yCjl � 9ucIxt, ,i- t l• caNSttn Fnnnm�a�t I` MOM f sravruAua I > i tt r "J ^* ; j... "`�"''ter 1�a afvc L r, ` ti I „yi ne ..G o,.: 4 s.L €,aarrmrr aT .t;8:rcr.alvE r6AT0U6 PAGE"? BLO K iGE V. G,01.411r, JUnX EF471..xK....VIVEMV,^:�t'�� ter. ,.n • ..ate...».:..r:,;: ... d._........,.,,"...-+r-.- -. a...-. _...— ..4..,.,..«...,..,»�. ,..mOW. ,._±. t r �J a tFa,rrx3rxm fN1MW1,Ff.F?1FIChTO, F...-S;21-.--11 —.,,-,.ae.:•T,- =.,ViT,1. i3" �; ;:.s" ` a,r ... titCKEL E' 1. EXHIBIT "B-2" (BENEFITED PROPERTY, PAGE 2 OF 2) LOT 1 MAMA /02.03 • c_rL crtdrtno 93.41.E o `a N 9 f9 51 0 • LOT ' LOT 2 1 u N'II lES9fOWiFT�— `.'r , r sle LOT2 LOT3 ..w•®.I LOT a Lor4 BLOCKI107S LOTS I LOTS I LOT7 $.L. & J.B- PATTERSbN AND J.F. & B.T. OLIVE SUBDIVISION I1 PUAT BOOK B, PAGE 7/ • SE 6Ih STREET Iclnm ,"- tA"YF QRII ,;j1, :•+a .,• ,can yc ,{PUBLI0,:pIGHT4FY7qi,.'r ,. i. 1`-. •,?3 �P'1+�)q` t:eYta d.; �r4 .• N87,1T316 99.9r•. 'F—°' BLOC[107,S / "— I fi sZ &J.k3. ATTgRSO AN I.F. & U1T.OIfIVE 4TV!S1O1N1 p,,,pLA1 BOOK , PA(pE 77 . L0711 I a LOT112 `7:/ LOT13 L01114 I I 7' 1 1 r.1 I r--I -I-- 11... i-- « ,"«j -+ L—F- q" j -- ------ --- 1- L_J J L�5 a _ /mg OT i+1 I w:: ..r�1---1ws.. a I � r" LOT 15 r* Syr K.owwnars below. Call before you di . ....:. ... ..... r..-i?'.:IgJ1: 'tl=1 ::e • DN71hSSTA90mUS N.:iQadl— �'...m,'SE se - P510W MOP SECTION.N0.871202,5181 1 "mowTe.. m, (PU8U0 RIGHT. FWAY1 \-..... I .. Kf�.Pf 1 Y{ :T .eT,i ;: .a)f ,Oark"' 4 .1, .. ,. #-I .lrf 4�✓ lei pi :it__ LOT 4 LOT `— `LOT LOT 7 - WWI FROM LOCATION SKETCH IrBnl x�eNn <e SCALE 1" = 500' luwE 1 °im.. w oo. inmeln17,14 n' 711;11a,:.n . n.,m gr..17,7 „ 0.. 'v�mmw'm,,47.4.1'".,m.°4;414i,vzi«,"�i *m,'",".o A"r,.wm[m�iwn. SAME ORs MOTE* -N W.... d..7t. 54..38 a m,.',_ ,�'Y.4.l *4*. 0.75 .Im Own. =ILL ry.,`�Na rW. M M M•w+N M ., «N ,iM-M+w e.=.. .noT(110= o3 ,w,...e-,nme ..n•=a.m., e.. aonowF..... a ti.....> d��v o...v ✓ ,..w e. o. _.......i u., .. • MT., T«✓ewy«�"'"i.1:�snno°ice .. IT....I1m. lI oi.i..lp'n , ✓ v.� ::ed•."�ro!.'w.w.1 M M& SINS M. 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" bw 22111, � r.m e.l d.. 15.4 8.aer°�17.rt mlila FAN& mM.ov THIS INSTRUMENT PREPARED BY: City of Miami Public Works Depaituient 444 SW 2 Avenue Miami, Florida 33130 Attn: Nzeribe Ihekwaba, Ph.D., P.E., Director [SPACE ABOVE THIS LINE FOR RECORDING DATA] AERIAL EASEMENT THIS AERIAL EASEMENT ("Easement") is made and entered as of 2012 ("Effective Date"), by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose address is 444 SW 2 Avenue, Miami, Florida 33130, as grantor, ("Grantor"), and BRICKELL CITICENTRE, LLC., a Florida limited liability company, as trustee ("Trustee") under the provisions of that certain Land Trust Agreement (as the same may be modified, amended, restated and supplemented from time to time, the "Trust Agreement") dated as of July 10, 2012 and known as Trust Number BCC-2012, whose address is c/o Swire Properties, 501 Brickell Key Drive, Suite 600, Miami, Florida 33131, as grantees, ("Grantee"). RECITALS: WHEREAS, the Grantor has certain legal rights, custodial responsibility and interest in the City right-of-way known as SE 6th Street between South Miami Avenue and SE 1st Avenue (the "Right -of -Way") which includes the property legally described in Exhibit "A-1" and as depicted in the sketch on Exhibit "A-2" each attached hereto and by this reference incorporated herein (the "Burdened Property); and WHEREAS, Grantee is the owner of fee simple title to that certain real property in Miami -Dade County, Florida, as legally described in Exhibit "B-1" and as depicted in the sketch on Exhibit "B-2" each attached hereto and by this reference incorporated herein (the "Benefited Property") to which this Easement shall be appurtenant; and WHEREAS, the portion of the Benefited Property lying north of the Right -of -Way is hereinafter referred to as the `North Parcel" and the portion of the Benefited Property lying south of the Right -of -Way is hereinafter referred to as the "South Parcel"; as depicted on Exhibit "B- 2,"and 'WHEREAS, the Grantor has granted Grantee a Temporary Construction Easement for the purpose of constructing a commercially activated above ground transportation corridor connecting the East and West Parcels, as recorded in Official Records Book , Page (the "Temporary Construction Easement"); and WHEREAS, Grantee has constructed certain improvements on the Benefited Property that generally conform to that certain "Special Area Plan" for Brickell CitiCentre approved on {24170947;2} PL. / 3 1 July 29, 2011 by the city of Miami during the term of the Temporary Construction Easement, pursuant to its terms, which may include improvements such as an overpass/bridge above the Right -of -Way connecting the North Parcel and South Parcel, a climate ribbon, and retail and restaurant uses in the commercially activated transportation corridor (collectively, the "Improvements"); and WHEREAS, the Grantor desires to grant Grantee an aerial easement for the purpose of, among other things as set forth herein, providing and maintaining the commercially activated transportation corridor, and to allow safe and reasonable aerial access between and connecting the North Parcel and the South Parcel, and accommodating users of the Project, including the general public; and - WHEREAS, Grantee's proposed use will not impair the full use of the Right -of -Way for vehicular or pedestrian traffic, or impede the free flow of traffic on the Right -of -Way. NOW, THEREFORE, in consideration of the sum of One Dollar, and other valuable consideration paid and received, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby grants to Grantee an aerial easement in the property legally described in Exhibit A-1, for the purposes of maintaining, operating, restoring and repairing the Improvements and for ingress, egress and access on, in, over and through the Improvements (the "Easement"). Section 1. Recitals. The above recitals are true and correct, and are incorporated herein by reference. Section 2. Easement. This Easement shall exist for the benefit of the Benefited Property and shall be appurtenant thereto. Grantor retains all rights with respect to traffic flow and regulation in the Right -of -Way, and any rights not specifically conveyed herein. Section 3. Term. The Easement shall commence upon the expiration of the Temporary Construction Easement, (within five days of Grantee obtaining the final certificate of occupancy or on December 31, 2015, whichever date is earlier) (the "Commencement Date"). Section 4. Termination. Should a) the use, need, or transportation purpose for the Easement be abandoned or cease, including but not limited to the elimination of the aerial transportation connectivity between the North Parcel and the South Parcel, or b) should the Easement be separated permanently or legally in any manner from the Benefited Property to which the Easement appertains, or c) if Grantee fails to pay the compensation required in Section 7 herein, or d) if Grantee fails to correct a violation of the teiius of this Easement within a reasonable time after written notice of noncompliance has been provided; then upon written notice of termination by the Grantor, all rights hereby granted to Grantee shall terminate and Grantee shall forthwith, at its own cost and expense and in a manner reasonably satisfactory to the Grantor, remove all Improvements and restore the Burdened Property to the condition previously found prior to the Temporary Construction Easement. In the event that Grantee fails or refuses to so remove the Improvements, after such written notice, then the Grantor may, at its option, remove or cause to be removed such Improvements and restore the Burdened Property {24170947;82) 2 to the condition previously found prior to the Temporary Construction Easement, and Grantee will, in such event, upon bill rendered, pay to the Grantor all costs incurred by it in such removal and restoration. Such rights of the Grantor are in addition to, and exclusive of, any other rights set forth herein or under the law and shall survive the termination of this Easement. Section 5. Use. No use or improvements, other than those set forth herein, will be permitted without the express written consent of Grantor. In no event shall Grantee's use of the Easement interfere with the Grantor's operation and use of the Right -of -Way, or impair or impede vehicular or pedestrian traffic on the Right -of -Way in any manner, unless prior arrangements have been made in writing between the parties which agreement may be withheld or granted in Grantor's sole discretion. The Easement shall not be used in any manner to adversely affect the use, safety, appearance, or enjoyment of the Right -of -Way. No signage shall be permitted in the Easement Area unless first approved by the Commission of the City of Miami, and only then, if such signs conform to the requirements, restrictions and prohibitions of the Code of the City of Miami, which shall be determined in the sole discretion of the Public Works Department (or its equivalent department with jurisdiction over signage at the time of the request). In any event, absolutely no signage will be permitted in the Easement Area which is visible to the public traveling along the Right -of -Way (road.) At all times, excepting emergencies or temporary closures for repairs, connectivity for pedestrians traveling between the North Parcel and the South Parcel must be provided within the Easement area. Throughout the term of this Easement, Grantee shall be jointly and severally liable to the Grantor for the maintenance and other obligations set forth herein, and Grantee and its successors and assigns will not alienate the Easement or otherwise interfere with the connectivity between the North Parcel and South Parcel. The Improvements in the Easement area shall be owned by Grantee, subject to the terms set forth herein. Section 6. Obligations. a. Taxes - Grantee shall be responsible for all state, county, city, and local taxes that may be assessed against the Easement area during the term of this Easement, including the airspace and Improvements, and including real property taxes, impact fees, and special assessments, if any. Grantee acknowledges that for purposes of taxation, any portion of the Improvements located in the Easement area utilized for retail, restaurant, or commercial activity shall be taxable in the same manner as a non-exempt leasehold interest, and shall not be exempt from taxation under Florida Statute Section 196.199 or other applicable law, notwithstanding the City's interest in the Easement area. Any Improvements located in the Easement area constructed to be utilized for retail, restaurant, or commercial activity shall be subject to payment of Impact Fees, if applicable, pursuant to Chapter 13 of the City of Miami Code. b. Repairs and Damage - Grantee shall pay for any and all repairs or damage to the Right -of -Way or the Burdened Property as a result of the use of the Easement. The Grantor shall be responsible for no cost, claim, or lien resulting from the use of the Easement. c. Hazardous Materials - Grantee is responsible for any hazardous materials found in the Easement, except to the extent any such hazardous materials are caused by the Grantor. In the event that such hazardous materials are found, the burden of proving that such {24170947;52} 3 hazardous materials are caused by the Grantor shall be upon the Grantee. Grantor reserves the right to test the Easement area at its own expense for hazardous materials at any time, upon written notice. The term "hazardous materials" shall mean any hazardous or toxic substances, material, waste, solid waste, or debris of any kind as defined by the Environmental Protection Agency and any federal, state, or local laws. Grantee shall, at Grantee's sole cost and expense, promptly and diligently complete any and all audits, assessments, clean-ups, and monitoring of the Easement area required by provisions of this section. Grantee shall not permit any vehicle to carry flammable, explosive, or combustible liquids into or onto the Easement area. This section survives the termination of this Easement. d. Maintenance — Except as specifically set forth otherwise in this Easement, Grantee shall be responsible to maintain repair and replace the Improvements, and to maintain and keep in a clean and safe condition the Easement area, including but not limited to a condition free of dirt, rubbish, graffiti, debris, abandoned vehicles, loose building materials, loose surface finishes, and obstructions. Such maintenance will be accomplished in a manner so as not to cause any interference with the operation of the roadway and transportation use of the Right -of -Way and the free flow of pedestrian and vehicular traffic thereon, unless prior arrangements have been made in writing between the parties, which agreement may be granted or withheld in the sole discretion of the Grantor. Any repair shall be at least similar or equal in quality and class to the original work. The Grantor has the right, but not the obligation, to enter the Easement area to inspect the condition of same. In the event that Grantee fails to so maintain or repair the Improvements, the Grantor shall provide notice of such failure to Grantee, and if Grantee fails to cure such maintenance or repair issue within a reasonable period of time (such time frame to be determined in Grantor's discretion), then the Grantor, through its duly authorized representatives, employees, and contractors, has the right but not the obligation to perform such work, and the cost thereof shall be chargeable to Grantee and shall immediately be due and payable to the Grantor upon the performance of such work and Grantee's receipt of an invoice therefor. e. Security - Grantee is solely responsible for the personal safety of its employees, invitees, or any other person entering the Easement area, as well as any equipment or personalty installed or brought into the Easement area. The Grantor assumes no responsibility for the safety of such persons, equipment or personalty. f. Utilities — All costs relating to utilities shall be borne by and shall be the sole responsibility of Grantee. To the extent that the Grantee has outstanding obligations under this Section 6 which accrued prior to the teiniination of this Easement, the provisions of Section 6, as applicable, survive the termination of this Easement. Section 7. Consideration. As consideration for the granting of the Easement, Grantee shall pay to the Grantor the sum of $458.545.05 due upon the Commencement Date. Section 8. Indemnification. Grantee shall indemnify and hold hauiiless the Grantor and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the Grantor or its officers, {24170947;$9} 4 employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Easement by Grantee or its employees, agents, servants, partners, principals or subcontractors, or from the use of the Easement, and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the Grantor, where applicable, including appellate proceedings, and shall pay all reasonable costs, judgments, and attorney's fees which may issue thereon. Grantee expressly understands and agrees that any insurance protection required by this Easement or otherwise provided by Grantee shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Grantor or its officers, employees, agents and instrumentalities as herein provided. It - is understood that Grantor assumes no responsibility for the personal safety of any persons, equipment, or personal property brought into or installed upon the Easement Area, including any loss, theft, damage, or injury. Grantee shall promptly notify the Grantor of any loss, damage, injury or death arising out of or in connection with the Easement or occurring on the Easement area. This obligation survives the termination of this Easement. Section 9. Insurance. Grantee shall, at its expense, maintain at all times during the term of this Easement, and Grantee shall furnish to the Grantor Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: a. Worker's Compensation Insurance for all employees of the Grantee as required by Chapter 440, Florida Statutes. b. Commercial General Liability Insurance, on a comprehensive basis, in an amount not less than $50,000,000 combined single limit per occurrence for bodily injury and property damage. City of Miami must be shown as an additional insured with respect to this coverage. c. Automobile Liability Insurance covering all owned, non -owned and hired vehicles used in conjunction with this Easement in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than "A-" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City Risk Management Department. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days in advance notice to the certificate holder. CERTIFICATE HOLDER MUST READ: CITY OF MIAMI 444 SW 2 AVENUE 10th FLOOR {24170947;9} 5 MIAMI, FL 33130 Compliance with the foregoing requirements shall not relieve the Grantee of liability and obligation under this Section or under any other Section of this Easement. Section 10. Grantee's Right to Transfer. The Easement granted herein may only be conveyed as an easement appurtenant to the Benefited Property and shall not be subdivided or sold separately from the Benefited Property without the prior consent of the Grantor. Any sale, assignment or transfer of Grantee's interest in this Easement shall be made expressly subject to the terms, covenants and conditions of this Easement, and such transferee shall expressly assume all of the obligations of Grantee under this Easement, and agree to be subject to all conditions and restrictions to which Grantee is subject. In the event of a transfer of Grantee's interests in this Easement, or any part thereof, Grantee shall deliver written notice to Grantor of such transfer, together with a copy of the transfer agreement (if applicable). Upon the transfer by Grantee, Grantee shall be released from future obligations which may occur during the unexpired term of this Easement. However, nothing in this Easement shall abrogate Grantee's obligation to pay any sums due to the Grantor which accrued prior to the effective date of such transfer, or obligations or liabilities occurring prior to the date of transfer, and the Grantor shall always have the right to enforce collection of such sums due and to enforce obligations from Grantee which accrued prior to the transfer and in accordance with the terms of this Easement unless written consent is obtained from the Grantor. Section 11. Representations and Warranties. Grantee hereby represents and warrants to the Grantor that it has full power and authority to enter into this Easement and perform in accordance with its terms and provisions and that the parties signing this Easement on behalf of Grantee have the authority to bind Grantee and to enter into this transaction and Grantee has taken all requisite action and steps to legally authorize it to execute, deliver and perform pursuant to this Easement. Grantor neither warrants title to the property conveyed herein nor guarantees the suitability of any of the lands for a particular use. Section 12. Binding Effect/Rights of Occupants. All terms and provisions of this Easement are binding upon the parties hereto and their respective successors and assigns. Further, all terms and provisions of this Easement and all rights, privileges, benefits and burdens created hereunder are covenants running with the lands described herein, binding upon and inuring to the benefit of the parties hereto, their respective heirs, successors, successors -in -title, legal representatives and assigns. Subject to the limitations and conditions set forth herein, Grantee may create such rules and regulations as deemed necessary or appropriate by Grantee, including the right to regulate the hours and days for access to the Easement areas. No independent rights shall be created by this Easement as to any Occupant. For purposes of this Easement, the term "Occupant" shall mean tenants, subtenants, assignees, licensees, invitees, contractors, agents or licensees who, from time to time, is entitled to use or occupy all or any portion of the Easement areas under an agreement, lease, sublease, assignment, concession, license, or other similar agreement with Grantee. {24170947;84} 6 Section 13. Construction of Easement. Each party hereto hereby acknowledges that all parties hereto participated equally in the drafting of this Easement and that, accordingly, no court construing this Easement shall construe it more stringently against one party than the other. Section 14. Governing Law/Venue. This Easement shall be governed by and construed under the laws of the State of Florida. Venue for any action arising out of this Easement shall be Miami -Dade County, Florida. Section 15. Notices. Any notices which may be permitted or required hereunder shall be in writing and shall be. deemed to have been duly given as of the date and time the same are received at the addressee's address set forth below, whether same are personally delivered, mailed by United States Postal Service, postage prepaid by registered or certified mail, return receipt requested, delivered by Federal Express or other overnight delivery service from which a receipt may be obtained, and addressed as follows: To Grantor: To Grantee: With a copy to: City of Miami, a municipal corporation of the State of Florida 444 SW 2 Avenue 8th Floor Miami, Florida 33130 Fax: (305) 416-1278 Attn: Director, Public Works Department Swire Properties 501 Brickell Key, Suite 600 Miami, Florida 33131 Attention Christopher Gandolfo Akerman Senterfitt One SE Third Avenue, 25th Floor Miami, Florida 33131 Attention: Neisen Kasdin, Esq. and T. Spencer Crowley, Esq. or to such other address as either party hereto shall from time to time designate to the other party by notice in writing as herein provided. Should the Easement be sold or transferred, on the date of the closing, Grantee shall identify the party and address to whom such notice shall be provided in the future, and shall record same in the public records. Section 16. Waiver. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver of the breach of any provision of this Easement shall be construed as a waiver of any preceding or succeeding breach of the same or any other provision of this Easement. Section 17. Successors and Assigns. This Easement runs with the land and shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns. {24170947;K) 7 Section 18. Recording. This Easement shall be recorded among the Public Records of Miami -Dade County, Florida, at the sole cost of Grantee. Section 19. Consents. Whenever in this Easement the consent or approval of the Grantor is required, such consent or approval, shall be made (so long as the Grantor is the City of Miami) by the City Manager or its designee on behalf of the Grantor and: (a) shall not be effective unless it is in writing; and (b) shall apply only to the specific act or transaction so approved or consented to and shall not relieve the Grantee of the obligation of obtaining the Grantor's prior written consent or approval to any future similar act or transaction. Section 20. Grantor's Rights as Sovereign. It is expressly understood that, notwithstanding any provision of this Easement and Grantor's sovereign status hereunder (if applicable): (a) the Grantor retains all of its sovereign prerogatives and rights as a city under Florida laws and shall not be estopped from withholding or refusing to issue any approvals of and applications for building, zoning, planning or development under present or future laws and regulations of whatever nature applicable to the design, construction and development of the improvements provided for herein, and (b) the Grantor is not obligated to grant any applications for building, zoning, planning or development under present or future laws and regulations of whatever nature. Section 21. Severabilitv. If any provision of this Easement or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Easement and the application of such provision to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. [Remainder of Page Intentionally Blank] {24170947;82} 8 IN WITNESS WHEREOF, the Grantor has caused this Easement to be executed in its name by the City Manager; as authorized by the City of Miami Commission, and the Grantee has caused this Easement to be executed by its duly authorized representative all as of the Effective Date. CITY OF MIAMI, a Municipal corporation of the State of Florida GRANTOR ATTEST: CITY OF MIAMI By: By: Todd B. Hannon City Clerk Johnny Martinez City Manager APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Julie O. Bru City Attorney The foregoing was accepted and approved on the day of , 2013, by Resolution No. of the Board of City Commission of the City of Miami, Florida, a municipal corporation of the State of Florida. ATTEST: By: Todd B. Hannon City Clerk {24170947;SQ} 9 WITNESSETII: By: signature print name signature print name STATE OF FLORIDA COUNTY OF MIAMI-DADE GRANTEE BRICKELL CITICENTRE, LLC. A FLORIDA LIMITED LIABILITY COMPANY Name: Title: The foregoing instrument was acknowledged before me this day of ,2013, by , the of Brickell CitiCentre, LLC, who is personally known to me or and has/has not produced as identification and did/did not take an oath. Notary Public print name Serial Number {24170947;112} 10 EXHIBIT "A-1" (AERIAL EASEMENT) LEGAL DESCRIPTION: A portion of S.E. 6th Street, lying directly adjacent to Lots 1, 2, 3, 4 and 5, Block 107S and Lots 1, 2, 3, 4 and 5, Block 108S, S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION, according to the plat thereof, as recorded in Plat Book B at Page 77, of the Public Records of Miami —Dade County, Florida, and being more particularly described as follows: Commence at the Southeast corner of said Lot 5, Block 108S; thence S 87'47'31" W along the South line of said Lot 5, Block 108S, also being the North right of way line of said S.E. 6th Street as shown on said plat of S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION for 26.98 feet to the Point of Beginning; thence continue S 87'47'31" W along the South line of said Lots 1, 2, 3, 4 and 5, Block 108S and the North right of way line of said S.E. 6th Street as shown on said plat of S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION for 178.77 feet, the following three (3) courses being at right angles to the previously described course; 1) S 02'12'29" E for 50.00 feet; 2) thence N 87'47'31" E along the North line of said Lots 1, 2, 3, 4 and 5, Block 107S, also being the South right of way line of said S.E. 6th Street as shown on said plat of S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION for 178.77 feet; 3) thence N 02'12'29" W for 50.00 feet to the Point of Beginning. The above described perimetrical boundary being between elevation +25.0 feet and +160.00 feet, relative to the National Geodetic Vertical Datum of 1929. Containing approximately 8,938 square feet. MAP 111096 Ref. Dwg. 2008-114 8/22/13 8:27a LEGAL DESCRIPTION== F ORTIN, LEAVY; • S: KILES, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33 162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Date 8/22/13 Scale NOT TO SCALE Job. No. 130970 Dwg. No. 1 011-069-1D Sheet 1 of 5 EXHIBIT "A-1" (AERIAL EASEMENT) f SURVEYOR'S NOTES: — This site lies in Section 38, Township 54 South, Range 41 East, Mrs. Hagan Donation, City of Miami, Miami —Dade County, Florida. — Bearings hereon are referred to an assumed value of N 02'16'50" W for the City of Miami Monument Line of South Miami Avenue. — Elevations shown hereon are relative to the National Geodetic Vertical Datum of 1929, based on Miami —Dade County Bench Mark No. J-551, Elevation +4.47, located on June 19, 2013 at the intersection of S.W. 1st Avenue and S.W. 1st Avenue Road. — Lands shown hereon were not abstracted for easements and/or rights —of —way of records. — Lands shown hereon containing 8,938 square feet, or 0.205 acres, more or less. — This is not a "Boundary Survey" but only a graphic depiction of the description shown hereon. — Dimensions shown hereon are based on Fortin, Leavy, Skiles, sketch #2008-114. SURVEYOR'S CERTIFICATION: I hereby certify that this "Sketch and Legal Description" was made under my responsible charge on August 22, 2013, and meets the applicable codes as set forth in the Florida Administrative Code, pursuant to Section 472.027, Florida Statutes. "Not valid without the signature and the original raised seal of a Florida Licensed Surveyor and Mapper" FORTIN, LEAVY, SKILES, INC.; LB3653 By. Daniel C. Fortin, For The Firm Surveyor and Mapper, LS2853 State of Florida. Drawn By MAP Cad. No. 111096 Ref. Dwg. 2008-114 Plotted: 8/22/13 8:27a SURVEYORS NOTES & CERTIFICATION FORTIN, LEAVY, S KILES, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Date 8/22/13 Scale NOT TO SCALE Job. No. 130970 Dwg. No. 101 1-069-1 D Sheet 2 of ;1 • EXHIBIT "A-2" (AERIAL EASEMENT) Drawn By L 5.00' 25.0025.00' MAP 1 L - [SOUTH RIGHT OF WAY LINE OF S.E. 5TH STREET WEST UNE OF BLOCK 108S LOT 1 NORTH UNE OF BLOCK 108S LOT 2 S.E. 5TH STREET (2 RIGHT OF WAY) T c LOT 3 S87°47'31 "W 108S LOT 4 POINT OF — BEGINNING S.E. 6TH STREET S02°12'29"E % 50.00' Cad. No. 111096 Ref. Dwg. 2008-114 Plotted: 8/22/13 8:27a 0 LOT 1 S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION PLAT BOOK B PAGE 77 LOT 5 S87'47'31 "W 26.98' 1 SOUTH LINE 1 \ OF BLOCK 10851 178.77'_ CITY OF MIAMI MONUMENT UNE] (SO' PUBLIC RIGHT OF WAY) SOUTH RIGHT OF WAY LINE OF S.E. 6TH STREET PLAT BOOK B PAGE 77 OD m LOT 2 N87°47'31 "E CENTERLINE OF\ S.E. 6TH STREET NORTH LINE OF BLOCK 107S 178.77' J C ( 107$ LOT 3 S.L. & J.. PATTERSON AND J.F. & B.T1 OLIVE SUBDIVISION PLAT BOOK B PAGE 77 LOT 4 LOT 6 LOT 7 POINT OF COMMENCEMENT S.E. CORNER OF LOT 5 BLOCK 108S NORTH RIGHT OF WAY LINE o OF S.E. 6TH STREET N PLAT BOOK B PAGE 77 NO2°12'29"W 50.00' LOT 5 LOT 6 GRAPHIC SCALE 0 25 50 0 0 ,ci o LOT 7 100 ( IN FEET ) 1 inch = 50 ft. SKETCH OF DESCRIPTION FORTIN, LEAVY,.. S KILES, INC. CONSULTING ENGINEERS; SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Date 8/22/13 Scale 1" =50' Job. No: 130970 Dwg. No- 1011-069-1D Sheet 3 of 5 EXHIBIT "A-2" (AERIAL EASEMENT) SW 6th STREET r i cs I I / th STREET 1 I I 1 / 1 l 1 _ J SE 7th STREET ---r-r-7- 1 i l l JtREET U/ 1 / J 11 1 1 11 1 / Z I 1 1 1 --'--1ill I l l / -lam-!, / / r Q I / lL. ,-41 / / J 1 1 I 1 1 _4'-I_ w I l I I 1 / l ..Y. 1 1 1 1 0 1 I 1 �_ CC I 1 CO L_ 1 1 —J J � 1 Drawn By MAP Cad. No. 111096 Ref. Dwg. 2008-114 Plotted: 8/22/13 8:27a LOCATION SKETCH- ORTIN, LEAVY :S KILES, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33 162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Date 8/22/13 Scale NOT TO SCALE Job. No. 130970 Dwg. Na 1011-069-1D Sheet 4 of 5 d • EXHIBIT "A-2" (AERIAL EASEMENT) 5 \ OT \ -Kc\• JABS "�-'�. �9Y .._.\ l. -z.r. �..... --Qn 't'� . \ j��� Cb O�\ -'�"-ems " \ •' '1--- s -_ - o ce s- ' .o O < -o - - AERIAL EASEMENT OVER S.E. 6TH STREET IOJ, sq nsF`/ ��GG �( 00 ,cam .l - !oT s 0 T_, TOP ELEVATION +160.0 FEET (NGVD) s>. cam\\ O� \ \ i �' \ " i !o2: LOW ELEVATION +25.0 FEET (NGVD) - \ -- Ac� \ 'Fi \ • •>' \ \ o Drawn By MAP Cad. No. 111096 Ref. Dwg. 2008-114 Plotted: 8/22/13 8:27a J SKETCH OF DESCRIPTION F ORTIN, LEAVYi .,SKILES, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Date 8/22/13 Scale NOT TO SCALE Job. No. 130970 Dwg. No. 101 1 —069-1 D Sheet 5 5 EXHIBIT "B-1" (BENEFITED PROPERTY, PAGE 1 OF 2) Legal Descriptions Brickell CityCentre North Squared (BCCN21 LOTS 1 THROUGH 7, IN BLOCK 108 SOUTH, OF S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 77, OF THE PUBLIC RECORDS OF MIAM1-DADE COUNTY, FLORIDA; LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PARCEL CONVEYED BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 11810, PAGE 2274, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. {26905965;1) 1 EXHIBIT "B-1" (BENEFITED PROPERTY, PAGE 2 OF 2) Legal Descriptions Brickell CitvCentre North FBCCN1 LOTS 1 THROUGH 6, THE WEST HALF OF LOT 7, AND LOTS 9-14, BLOCK 107S, OF PATTERSON AND OLIVE SUBDIVISION, ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUh1TY, FLORIDA. LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PARCEL CONVEYED BY RIGHT-OF-WAY DEED RECORDS IN OFFICIAL RECORDS BOOK 25161, PAGE 1547, PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. MDT PARCEL Leasehold estate create by, through and under that certain Brickell Parcel A Vacant Land Lease approved April 3, 2012 by the Miami -Dade County Board of County Commissioners, by and between Miami -Dade County, a political subdivision of the State of Florida, through Miami -Dade Transit, as landlord, and Swire Properties Inc., a Florida corporation, as tenant, as assigned by Assignment and Assumption of Brickell Parcel A Vacant Land Lease dated April 25, 2012 made by Swire Properties Inc. to Brickell CitiCentre North, LLC in the following described lands: PORTIONS OF LOT 7 AND LOT 15, BLOCK 107S, PATTERSON AND OLIVE SUB., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B", PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 7; THENCE S87°48'07"W ALONG THE NORTH LINE OF SAID LOT 7 AND THE SOUTH RIGHT OF WAY LINE OF SOUTHEAST 6TH STREET, 7.47 FEET TO THE POINT OF BEGINNING; THENCE S02°15'18"E, 299.98 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 15 AND THE NORTH RIGHT OF WAY LINE OF SOUTHEAST 7TH STREET, 42.53 FEET TO THE SOUTHWEST CORNER OF SAID LOT 15; THENCE NO2°15'18"W, ALONG THE WEST LINE OF SAID LOT 15, 149.99 FEET TO THE NORTHWEST CORNER OF SAID NORTH LINE OF SAID LOT 15 AND THE SOUTH LINE OF SAID LOT 7, 25.00 FEET; THENCE NO2°15'18"W, 149.99 FEET TO A POINT ON THE NORTH. LINE OF SAID LOT 7 AND THE SOUTH RIGHT OF WAY LINE OF SOUTHEAST 6TH STREET; THENCE N87°48'07"E, ALONG THE NORTH LINE OF SAID LOT 7 AND THE SOUTH RIGHT OF WAY LINE OF SOUTHEAST 6TH STREET, 17.53 FEET TO THE POINT OF BEGINNING. SAID LAND LYING 1N THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA, CONTAINING 9,009 SQUARE FEET (0.2068 ACRES) MORE OR LESS. {26905943;1) 1 nn LOCATION SKETCH EXHIBIT "B-2" (BENEFITED PROPERTY, PAGE 1 OF 2) . • UNNUMBMED i3 WCK S.L & JJl PATTERSON AND IF. & G:T. CN.t`JE SUBDIVISION PLATGOL'IK PACE'? n.4`11"•�.- ".`_--•�I� W r.a i-,'.•t;-- :�M y _ e—gym_ MU`""L- DIRT 9.tGJA_t9C7Qi�OJ:f.taB.t.Cx.R'e KAT PTli2 1 Sii!i_1t. \ - at}-1t1 1)ACANF _J xd�_ _m ;^: Lrai4 1„...D&r .l...T C+ 1 �t:Trr.marn 1lj �t...z '"4". r 1 �-r :a • omuawrtpuaq ,., . s -L+- r s,una �x 0" tea,.i' !.t •..a• :,‘ yp 11 T /'fit' `^ ,,r. ,..r r - ..E.iti�ir. 'f n- + FE: ixy,,.. C ,LLl�Pi{B.1';', • A.�yRj •i�ilai i.11. w4tt1 & � fii i' gSitS cy� s J�hh �i ti ,... , . t ' y` .' - �3 .�._.��,.- % mW'n` yc'rt.l� .4 y.. ..tee d+. XtiKw.-rnl!..! a� �. .J • . ; ,r t;l y>-J. £M" '• M�,t�'kss/irfi ai Lt-.^ ^!f-.r ... ..mot Pai kow LTg!,,..ruft "r�i.—t n' t• "_�s--' w- Ii•w :.t�..Wi1, a. • }}-V '"�.�..tw ,,y'Ite trei+"iLL • tt —x�__1—: 1'- 4 " + w o ; K 41,. C J E- �=`,�#i:�•=�—r._ /, ,-4rF•-�''�•74gt_�Ti (Sane MIOnioncft hYAc Fqr 1JE v0 43# nr.e,rvw, .f+✓",owa[=t�b•>t n�`.u� yai� �nrc��.YMnt�iYlra�u � d�3wY ty, tir.� � s� N a,n Ihnlvelonsumat -*anY Cv .W.• +a mxaec R+s `.•,-A•n•�A-�. - on *Anna moan. In Pn nom onna n, ran one..., o.n.o. "on, • V.XW.M.TX:Z h• ti.Mr"e "a ti Ln .w-w-." -, -.. ,-- _• EXHIBIT "B-2" (BENEFITED PROPERTY, PAGE 2 OF 2) LYOr s a" Y4 0 CRVOC 9nN9® r !� —f 9 LOTI I •• LOT 2 I LOT3 I LOT4 I LOT5 I LOT6 I LOT7 I BLOCK:107S �•I- & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION Ik I I ate... •.2'r J ae) ¢ -A ap ±k- r e,on _ _ • "_•__H _ _ ors w°� ± toe SE 61h STREET r..¢rw • so • q ! w �+. f?. . j' ,.. ...r•.: r PJG AIftR-0FiVAti7 ,I j•�,`nw ¢ D• %{ (.d• n9 �i„f4* �Na-d .''L{ .' rt�f• j4 I I uarardt•E I]9nvr t a 1 nm.nr a K rl,., los'se�e b /▪ w• a�i+mnn c"® C� 11 e � I `. LOT 2 ; 1_I—ems— I I I ?" I II 1 I z PLAT BOOK B PAGE Ti d wy r LOT3 1 -e---I —^"i LOT 7,Z1V LOTS r--, 1, r -+-----• --- +- L� J+- 1 AI I L_J I OS FI �,= of BLOC 107,S w RSOfTll1b1.AB O-IVE3t�6Q1VISTO7f1' �PLAIr BOOK PA 1 E Tr . a L0T112 ,*/ j LOT 13 j Lo1j 14 I T I I I r:� i 'ai .+—= � --T- Ili -F--'�"'r----F•- ,"�! L�J L_J m I 11 011.0 Is I __Le I L{ ---- f So -erne. gfr'"'Ne Ii .-.. '�' i — :i4T14117W US.= I I 7 27IR{TEt CJ. rotu� ir, WI 'it/ Oh pit 1k1T6 frl I LOT 15 LOT Kn wm$..rs below. Call before you dg. • `R ..'� ;'CL^e ?.. T::.::.:g a':-�d"`�. C. .-. .r..•.q tow pa ,a.,ax. aC:,: .;..':. A':'7ww, $E 71h STREET Le mt. 9Nu 1..e .� �j _ _ wl 75TATEROADN0-911�5, Nct=d1 ,r' I - f PL13"iA1Ap$f-CTIONNy.6T120213) lt \� _ — — — I — 1 suc uoxTva.waq ^1: �. 1 .""" n•y.., ,n[r•`^`- , Y "''•`"'� � 4..+..�. p5,. �;°0!."'" � � ia,•ammrm, �t v.' . , _ _. .1 e=d I tran,.l..a i 1 LOT1 LOT2 :'a'�; : @toil LOT3 LOT 1 1 ` I i I i •w LOT 5 I, 11.0T 6 I, LOT 7 gIF yi(. Lr 1 1 i! LOCATION SKETCH i£ON.OE'9CNr1107C SCALE: 1" = 500' i`wa 11 `.'�,•..- . d rt"oma0o w vw rea 'nee n: a ra fi4M'ENO11,1001EE: .. h• h.... f....,.4 ¢4 fYs f... 41 ....y . We. N..-e* o-.., n.w h,.1rro e. Y....." a.:.,� gr'0""w, r+o-.n -m.�e ar . Yent‘llorro *MY I* YIN le Po INN by. of INY-Oato ORAL 00m ¢- 00.011 Ny- e.,Yon, hont.n,.... .Nl.sY Y...• b. h.e�.a...[m 9 b N M1.1 -.•Y µN./. • ... 031/ "me Y t 1,4..... ram or.a. - ....-. e, Y.......• oar* Yams m......MNNO/ ..-....—NOY.. toolv• ool ANY/ km NARY bogy or** IN w4✓M. *Is N. .4 . tor, tors OY .f .Y. rerhr .M.n Y...Y.wcws¢ _,.-44. MY. e,.Lowy, 0 a.. • ... 0 .. 2.3 30 o... .so. - /yore,YYr. NY, Oyml ea MO 2.0.4...e.,.... re to Cettenettgnlde •_L-- ..4.. ... 'w.:.. .. ...n:..,.�,.�,.. M m,.4 a��•r•s a.mYYorc.rnnrinuneet 0.4 11.021.. tbYln ......,.. Y .,hm. ,+...'30 .n n.".. n. 0 . tom.. 12211 8...16 ems. 12.1 acres � f1.711 > . 1..,,..b1LL THIS INSTRUMENT PREPARED BY: City of Miami Public Works Department 444 SW 2 Avenue Miami, Florida 33130 Attn: Nzeribe Ihekwaba, Ph.D., P.E., Director [SPACE ABOVE THIS LINE FOR RECORDING DATA] SUBSURFACE AND MAINTENANCE EASEMENT THIS SUBSURFACE AND MAINTENANCE EASEMENT ("Easement") is made and entered as of , 2013 ("Effective Date"), by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose address is 444 SW 2 Avenue, Miami, Florida 33130, as grantor, ("Grantor"), and BRICKELL CITICENTRE, LLC., a Florida limited liability company, as trustee ("Trustee") under the provisions of that certain Land Trust Agreement (as the same may be modified, amended, restated and supplemented from time to time, the "Trust Agreement") dated as of July 10, 2012 and known as Trust Number BCC- 2012, whose address is c/o Swire Properties, 501 Brickell Key Drive, Suite 600, Miami, Florida 33131, as grantees, ("Grantee"). RECITALS: WHEREAS, the Grantor has certain legal rights, custodial responsibility and interest in the City right-of-way known as SE 6th Street between South Miami Avenue and SE 1sc Avenue (the "Right -of -Way") which includes the property legally described in Exhibit "A-1" and as depicted in the sketch on Exhibit "A-2" each attached hereto and by this reference incorporated herein (the "Burdened Property); and WHEREAS, Grantee is the owner of fee simple title to that certain real property in Miami -Dade County, Florida, as legally described in Exhibit "B-1" and as depicted in the sketch on Exhibit "B-2" each attached hereto and by this reference incorporated herein (the "Benefited Property") to which this Easement shall be appurtenant; and WHEREAS, the portion of the Benefited Property lying north of the Right -of -Way is hereinafter referred to as the "North Parcel" and the portion of the Benefited Property lying south of the Right -of -Way is hereinafter referred to as the "South Parcel"; as depicted on Exhibit "B- 2,"and WHEREAS, the Grantor has granted Grantee a Temporary Construction Easement for the purpose of . constructing a subsurface transportation corridor with ancillary parking connecting the North and South Parcels, as recorded in Official Records Book , Page (the "Temporary Construction Easement"); and {24170947;52} 1 Sri i-rq .s'i WHEREAS, Grantee has constructed certain improvements on the Benefited Property that generally conform to that certain "Special Area Plan" for Brickell CitiCentre approved on July 29, 2011 by the city of Miami during the term of the Temporary Construction Easement, pursuant to its terms, which may include improvements such as a subsurface transportation corridor including attendant parking (collectively, the "Improvements"); and WHEREAS, the Grantor desires to grant Grantee a subsurface easement for the purpose of, among other things as set forth herein, providing and maintaining the transportation corridor, and to allow safe and reasonable subsurface access between and connecting the North Parcel and the South Parcel, providing parking, and accommodating users of the Project, including the general public; and WHEREAS, Grantor desires to grant Grantee a maintenance. and access easement for the limited purpose of maintaining and repairing the Right -of -Way; and WHEREAS, Grantee's proposed use will not impair the full use of the Right -of -Way for vehicular or pedestrian traffic, or impede the free flow of traffic on the Right -of -Way. NOW, THEREFORE, in consideration of the sum of One Dollar, and other valuable consideration paid and received, the receipt and sufficiency of which are hereby acknowledged, the Grantor hereby grants to Grantee an a subsurface easement in the Burdened Property legally described in Exhibit A-1, for the purposes of maintaining, operating, restoring and repairing the Improvements and for ingress, egress and access on, in, over and through the Improvements (the "Easement"). Grantor further grants to Grantee an easement in the Right -of -Way for the limited purpose of maintaining and repairing the Right -of -Way and any improvements (such as street lighting, landscaping, etc.) constructed thereon pursuant to the terms of the Temporary Construction Easement, including access thereto for such purposes. Section 1. Recitals. The above recitals are true and correct, and are incorporated• herein by reference. Section 2. Easement. This Easement shall exist for the benefit of the Benefited Property and shall be appurtenant thereto. Grantor retains all rights with respect to traffic flow and regulation in the Right -of -Way, and any rights not specifically conveyed herein. Section 3. Term. The Easement shall commence upon the expiration of the Temporary Construction Easement, (within five days of Grantee obtaining the final certificate of occupancy or on December 31, 2015, whichever date is earlier) (the "Commencement Date"). Section 4. Termination. Should a) the use, need, or transportation purpose for the Easement be abandoned or cease, including but not limited to the elimination of the underground transportation connectivity between the North Parcel and the South Parcel, or b) should the Easement be separated permanently or legally in any manner from the Benefited Property to which the Easement appertains, or c) if Grantee fails to pay the compensation required in Section 7 herein, or d) if Grantee fails to correct a violation of the terms of this Easement within a reasonable time after written notice of noncompliance has been provided; then upon written notice of termination by the Grantor, all rights hereby granted to Grantee shall {24170947;SQ} 2 terminate and Grantee shall forthwith, at its own cost and expense and in a manner reasonably satisfactory to the Grantor, remove all Improvements and restore the Burdened Property to the condition previously found prior to the Temporary Construction Easement. In the event that Grantee fails or refuses to so, after such written notice, then the Grantor may, at its option, remove or cause to be removed such Improvements on the Easement area and restore the Burdened Property to the condition previously found prior to the Temporary Construction Easement, and Grantee will, in such event, upon bill rendered, pay to the Grantor all costs incurred by it in such removal and restoration. In the event of termination, any improvements made to the Right -of -Way outside of the easement area (landscaping, street lighting, etc.), shall not be removed absent specific written request by Grantor, provided that upon such request, the same provisions set forth in this Section shall apply regarding removal and payment therefor. Any rights of the Grantor set forth in this Section are in addition to, and exclusive of, any other rights set forth herein or under the law and shall survive the termination of this Easement. Section 5. Use. No use or improvements, other than those set forth herein, will be permitted without the express written consent of Grantor. In no event shall Grantee's use of the Easement interfere with the Grantor's operation and use of the Right -of -Way, or impair or impede vehicular or pedestrian traffic on the Right -of -Way in any manner, unless prior arrangements have been made in writing between the parties, which agreement may be withheld or granted in Grantor's sole discretion. The Easement shall not be used in any manner to adversely affect the use, safety, appearance, or enjoyment of the Right -of -Way. No signage shall be permitted in the Easement Area unless first approved by the Commission of the City of - Miami, and only then, if such signs conform to the requirements, restrictions and prohibitions of the Code of the City of Miami, which shall be determined in the sole discretion of the Public Works Department (or its equivalent department with jurisdiction over signage at the time of the request). In any event, absolutely no signage will be pennitted in the Easement Area which is visible to the public traveling along the Right -of -Way (road.) At all times, excepting emergencies or temporary closures for repairs, connectivity for vehicular and pedestrians traveling between the North Parcel and the South Parcel must be provided within the Easement area. Throughout the term of this Easement, Grantee shall be jointly and severally liable to the Grantor for the maintenance and other obligations set forth herein, and Grantee and its successors and assigns will not alienate the Easement or otherwise interfere with the connectivity between the North Parcel and South Parcel. The Improvements made in the Easement area shall be owned by Grantee, subject to the terms set forth herein; provided however that any improvements made to the Right -of -Way, outside of the easement area, shall be owned by Grantor. Section 6. Obligations. a. Taxes - Grantee shall be responsible for all state, county, city, and local taxes that may be assessed against the Easement area during the term of this Easement, including the subsurface airspace and Improvements, and including real property taxes, impact fees, and special assessments, if any. Grantee acknowledges that for purposes of taxation, any portion of the Improvements located in the Easement area utilized for retail or commercial activity shall be taxable in the same manner as a non-exempt leasehold interest, and shall not be exempt from taxation under Florida Statute Section 196.199 or other applicable law, notwithstanding the City's interest in the Easement area. Any Improvements located in the {24170947;59} 3 Easement area constructed to be utilized for retail, restaurant, or commercial activity shall be subject to payment of Impact Fees, if applicable, pursuant to Chapter 13 of the City of Miami Code. b. Repairs and Damage - Grantee shall pay for any and all repairs or damage to the Right -of -Way or the Burdened Property as a result of the use of the Easement. The Grantor shall be responsible for no cost, claim, or lien resulting from the use of the Easement. c. Hazardous Materials - Grantee is responsible for any hazardous materials found in the Easement, except to the extent any such hazardous materials are caused by the Grantor. In the event that such hazardous materials are found, the burden of proving that such hazardous materials are caused by the Grantor shall be upon the Grantee. Grantor reserves the right to test the Easement area at its own expense for hazardous materials at any time, upon written notice. The teiiu "hazardous materials" shall mean any hazardous or toxic substances, material, waste, solid waste, or debris of any kind as defined by the Environmental Protection Agency and any federal, state, or local laws. Grantee shall, at Grantee's sole cost and expense, promptly and diligently complete any and all audits, assessments, clean-ups, and monitoring of the Easement area required by provisions of this section. Grantee shall not permit any vehicle to carry flanunable, explosive, or combustible liquids into or onto the Easement area. This section survives the termination of this Easement. d. Maintenance — Except as specifically set forth otherwise in this Easement, Grantee shall be responsible to maintain, repair and replace the Improvements, and to maintain and keep in a clean and safe condition the Easement area, including but not limited to a condition free of dirt, rubbish, graffiti, debris, abandoned vehicles, loose building materials, loose surface finishes, and obstructions. Additionally, Grantee shall be responsible for maintaining and repairing the Right -of -Way, including but not limited to drainage, lighting, curb and gutter, sidewalks, pavement, pavement marking, and all those structural elements necessary to support the integrity of the Right -of -Way. Such maintenance will be accomplished in a manner so as not to cause any interference with the operation of the roadway and transportation use of the Right -of -Way and the free flow of pedestrian and vehicular traffic thereon, unless prior arrangements have been made in writing between the parties, which agreement may be granted or withheld in the sole discretion of the Grantor. Any repair shall be at least similar or equal, in quality and class to the original work. The Grantor has the right, but not the obligation, to enter the Easement area to inspect the condition of same. In the event that Grantee fails to so maintain or repair the Right -of Way or the Improvements, the Grantor shall provide notice of such failure to Grantee, and if Grantee fails to cure such maintenance or repair issue within a reasonable period of time (such time frame to be determined in Grantor's discretion), then the Grantor, through its duly authorized representatives, employees, and contractors, has the right but not the obligation to perform such work, and the cost thereof shall be chargeable to Grantee and shall immediately be due and payable to the Grantor upon the performance of such work and Grantee's receipt of an invoice therefor. e. Security - Grantee is solely responsible for the personal safety of its employees, invitees, or any other person entering the Easement area, as well as any equipment or personalty installed or brought into the Easement area. The Grantor assumes no responsibility for the safety of such persons, equipment or personalty. {24170947;89} 4 f. Utilities — All costs relating to utilities shall be borne by and shall be the sole responsibility of Grantee. To the extent that the Grantee has outstanding obligations under this Section 6 which accrued prior to the termination of this Easement, the provisions of Section 6, as applicable, survive the termination of this Easement. Section 7. Consideration. As consideration for the granting of the Easement, Grantee shall pay to the Grantor the sum of $312.999.60 due upon the Commencement Date. Section 8. Indemnification. Grantee shall indemnify and hold harmless the Grantor and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees- and • costs of defense, which the Grantor or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Easement by Grantee or its employees, agents, servants, partners, principals or subcontractors, or from the use of the Easement, and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the Grantor, where applicable, including appellate proceedings, and shall pay all reasonable costs, judgments, and attorney's fees which may issue thereon. Grantee expressly understands and agrees that any insurance protection required by this Easement or otherwise provided by Grantee shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Grantor or its officers, employees, agents and instrumentalities as herein provided. It is understood that Grantor assumes no responsibility for the personal safety of any persons, equipment, or personal property brought into or installed upon the Easement Area, including any loss, theft, damage, or injury. Grantee shall promptly notify the Grantor of any loss, damage, injury or death arising out of or in connection with the Easement or occurring on the Easement area. This obligation survives the termination of this Easement. Section 9. Insurance. Grantee shall, at its expense, maintain at all times during the term of this Easement, and Grantee shall furnish to the Grantor Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: a. Worker's Compensation Insurance for all employees of the Grantee as required by Chapter 440, Florida Statutes. b. Commercial General Liability Insurance, on a comprehensive basis, in an amount not less than $50,000,000 combined single limit per occurrence for bodily injury and property damage. City of Miami must be shown as an additional insured with respect to this coverage. c. Automobile Liability Insurance covering all owned, non -owned and hired vehicles used in conjunction with this Easement in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: {24170947;52} 5 The company must be rated no less than "A-" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City Risk Management Department. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days in advance notice to the certificate holder. CERTIFICATE HOLDER MUST READ: CITY OF MIAMI 444 SW 2 AVENUE 10th FLOOR MIAMI, FL 33130 Compliance with the foregoing requirements shall not relieve the Grantee of liability and obligation under this Section or under any other Section of this Easement. Section 10. Grantee's Right to Transfer. The Easement granted herein may only be conveyed as an easement appurtenant to the Benefited Property and shall not be subdivided or sold separately from the Benefited Property without the prior consent of the Grantor. Any sale, assignment or transfer of Grantee's interest in this Easement shall be made expressly subject to the terms, covenants and conditions of this Easement, and such transferee shall expressly assume all of the obligations of Grantee under this Easement, and agree to be subject to all conditions and restrictions to which Grantee is subject. In the event of a transfer of Grantee's interests in this Easement, or any part thereof, Grantee shall deliver written notice to Grantor of such transfer, together with a copy of the transfer agreement (if applicable). Upon the transfer by Grantee, Grantee shall be released from future obligations which may occur during the unexpired term of this Easement. However, nothing in this Easement shall abrogate Grantee's obligation to pay any sums due to the Grantor which accrued prior to the effective date of such transfer, or obligations or liabilities occurring prior to the date of transfer, and the Grantor shall always have the right to enforce collection of such sums due and to enforce obligations from Grantee which accrued prior to the transfer and in accordance with the terms of this Easement unless written consent is obtained from the Grantor. Section 11. Representations and Warranties. Grantee hereby represents and warrants to the Grantor that it has full power and authority to enter into this Easement and perfoiin in accordance with its terms and provisions and that the parties signing this Easement on behalf of Grantee have the authority to bind Grantee and to enter into this transaction and Grantee has taken all requisite action and steps to legally authorize it to execute, deliver and perform pursuant to this Easement. Grantor neither warrants title to the property conveyed herein nor guarantees the suitability of any of the lands for a particular use. Section 12. Binding Effect/Rights of Occupants. All terms and provisions of this Easement are binding upon the parties hereto and their respective successors and assigns. Further, all terms and provisions of this Easement and all rights, privileges, benefits and burdens {24170947;9) 6 created hereunder are covenants running with the lands described herein, binding upon and inuring to the benefit of the parties hereto, their respective heirs, successors, successors -in -title, legal representatives and assigns. Subject to the limitations and conditions set forth herein, Grantee may create such rules and regulations as deemed necessary or appropriate by Grantee, including the right to regulate the hours and days for access to the Easement areas. No independent rights shall be created by this Easement as to any Occupant. For purposes of this Easement, the term "Occupant" shall mean tenants, subtenants, assignees, licensees, invitees, contractors, agents or licensees who, from time to time, is entitled to use or occupy all or any portion of the Easement areas under an agreement, lease, sublease, assignment, concession, license, or other similar agreement with Grantee. Section 13. Construction of Easement. Each party hereto hereby acknowledges that all parties hereto participated equally in the drafting of this Easement and that, accordingly, no court construing this Easement shall construe it more stringently against one party than the other. Section 14. Governing Law/Venue. This Easement shall be governed by and construed under the laws of the State of Florida. Venue for any action arising out of this Easement shall be Miami -Dade County, Florida. Section 15. Notices. Any notices which may be permitted or required hereunder shall be in writing and shall be deemed to have been duly given as of the date and time the salve are received at the addressee's address set forth below, whether same are personally delivered, mailed by United States Postal Service, postage prepaid by registered or certified mail, return receipt requested, delivered by Federal Express or other overnight delivery service from which a receipt may be obtained, and addressed as follows: To Grantor: To Grantee: With a copy to: City of Miami, a municipal corporatioJn of the State of Florida 444 SW 2 Avenue 8th Floor Miami, Florida 33130 Fax: (305) 416-1278 Attn: Director, Public Works Department Swire Properties 501 Brickell Key, Suite 600 Miami, Florida 33131 Attention Christopher Gandolfo Akerman Senterfitt One SE Third Avenue, 25th Floor Miami, Florida 33131 Attention: Neisen Kasdin, Esq. and T. Spencer Crowley, Esq. or to such other address as either party hereto shall from time to time designate to the other party by notice in writing as herein provided. Should the Easement be sold or transferred, on the date of the closing, Grantee shall identify the party and address to whom such notice shall be provided in the future, and shall record same in the public records. (24170947;89} 7 Section 16. Waiver. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver of the breach of any provision of this Easement shall be construed as a waiver of any preceding or succeeding breach of the same or any other provision of this Easement. Section 17. Successors and Assigns. This Easement runs with the land and shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns. Section 18. Recording. This Easement shall be recorded among the Public Records of Miami -Dade County, Florida, at the sole cost of Grantee. Section 19. Consents. Whenever in this Easement the consent or approval of the Grantor is required, such consent or approval, shall be made (so long as the Grantor is the City of Miami) by the City Manager or its designee on behalf of the Grantor and: (a) shall not be effective unless it is in writing; and (b) shall apply only to the specific act or transaction so approved or consented to and shall not relieve the Grantee of the obligation of obtaining the Grantor's prior written consent or approval to any future similar act or transaction. Section 20. Grantor's Rights as Sovereign. It is expressly understood that, notwithstanding any provision of this Easement and Grantor's sovereign status hereunder (if applicable): (a) the Grantor retains all of its sovereign prerogatives and rights as a city under Florida laws and shall not be estopped from withholding or refusing to issue any approvals of and applications for building, zoning, planning or development under present or future laws and regulations of whatever nature applicable to the design, construction and development of the improvements provided for herein, and (b) the Grantor is not obligated to grant any applications for building, zoning, planning or development under present or future laws and regulations of whatever nature. Section 21. Severability. If any provision of this Easement or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Easement and the application of such provision to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. [Remainder of Page Intentionally Blank] {24170947;89} 8 IN WITNESS WHEREOF, the Grantor has caused this Easement to be executed in its name by the City Manager; as authorized by the City of Miami Commission, and the Grantee has caused this Easement to be executed by its duly authorized representative all as of the Effective Date. CITY OF MIAMI, a Municipal corporation of the State of Florida GRANTOR ATTEST: CITY OF MIAMI By: By: Todd B. Hannon Johnny Martinez City Clerk City Manager APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Julie O. Bru City Attorney The foregoing was accepted and approved on the day of , 2013, by Resolution No. of the Board of City Commission of the City of Miami, Florida, a municipal corporation of the State of Florida. ATTEST: By: Todd B. Hannon City Clerk {24170947;59} 9 WITNESSETH: GRANTEE BRICKELL CITICENTRE, LLC. A FLORIDA LIMITED LIABILITY COMPANY By: signature Name: Title: print name signature print name STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of ,2013, by , the of Brickell CitiCentre, LLC, who is personally known to me or and has/has not produced as identification and did/did not take an oath. Notary Public print name Serial Number {24170947;89} 10 EXHIBIT "A-1" (SUBSURFACE AND MAINTENANCE EASEMENT) LEGAL DESCRIPTION: A portion of S.E. 6th Street, lying directly adjacent to Lots 1, 2, 3, 4, 5, 6 and 7, Block 107S and Lots 1, 2, 3, 4, 5, 6 and 7, Block 108S, S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION, according to the plat thereof, as recorded in Plat Book B at Page 77, of the Public Records of Miami —Dade County, Florida,. and being more particularly described as follows: Begin at the . Southeast corner of said Lot 5, Block 108S; thence S 87'47'31" W along the South line of said Lots 1, 2, 3, 4 and 5, Block 108S, also being the North right of way line of said S.E. 6th Street as shown on plat of S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION for 202.33 feet, the following four (4) courses being at right angles to the previously described course; 1) S 02'12'29" E for 50.00 feet; 2) thence N 87'47'31" E along the North line of said Lots 1, 2, 3, 4, 5, 6 and 7, Block 107S, also being the South right of way line of said S.E. 6th Street as shown on said plat of S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION for 268.90 feet; 3) thence N 02'12'29" W for 50.00 feet; 4) thence S 87'47'31" W along the South line of said Lots 6 and 7, Block 108S and the North right of way line of said S.E. 6th Street as shown on plat of S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION for 66.57 feet to the Point of Beginning. The above described perimetrical boundary being between elevation —3.0 feet and —100.00 feet, relative to the National Geodetic Vertical Datum of 1929. Containing approximately 13,445 square feet. Drawn By Cad. No. 111096 Ref. Dwg. 2008-114 Plotted: 8/22/13 8:27a LEGAL 'DESCRIPTION F ORTIN, LEAVY S KILES, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Date 8/22/13 Scale NOT TO SCALE Job. No. 130970 Dwg. No. 101 1-069-10 Sheet 1 of EXHIBIT "A-1" (SUBSURFACE AND MAINTENANCE EASEMENT) SURVEYOR'S NOTES: — This site lies in Section 38, Township 54 South, Range 41 East, Mrs. Hagan Donation, City of Miami, Miami —Dade County, Florida. — Bearings hereon are referred to an assumed value of N 02'16'50" W for the City of Miami Monument Line of South Miami Avenue. 1 — Elevations shown hereon are relative to the National Geodetic Vertical Datum of 1929, based on Miami —Dade County Bench Mark No. J-551, Elevation +4.47, located on June 19, 2013 at the intersection of S.W. 1st Avenue and S.W. 1st Avenue Road. — Lands shown hereon were not abstracted for easements and/or rights —of —way of records. — Lands shown hereon containing 13,445 square feet, or 0.309 acres, more or less. — This is not a "Boundary Survey" but only a graphic depiction of the description shown — Dimensions shown hereon are based on -Fortin, Leavy, Skiles, sketch #2008-114. SURVEYOR'S CERTIFICATION: hereon. I hereby certify that this "Sketch and Legal Description" was made under my responsible charge on August 22, 2013, and meets the applicable codes as set forth in the Florida Administrative Code, pursuant to Section 472.027, Florida Statutes. "Not valid without the signature and the original raised seal of a Florida Licensed Surveyor and Mapper" FORTIN, LEAVY, SKILES, INC., LB3653 By. Daniel C. Fortin, For The Firm Surveyor and Mapper, LS2853 State of Florida. Drawn By MAP Cad. No. 111'096 Ref. Dwg. 2008-114 Plotted: 8/22/13 8:27a SURVEYORS NOTES &: CERTIFICATION FORTIN, LEAVY,- S KILES, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Date 8/22/13 Scale NOT TO SCALE Job. No. 130970 Dwg. No. 1011-069-1C Sheet 2 of 5 EXHIBIT "A-2" (SUBSURFACE AND MAINTENANCE EASEMENT) n w X0 wQ drn 0r 00 0 0 co m J 0 z Drawn By WEST UNE OF BLOCK 108S LOT 1 L__ 5.00' 25.00' MAP 1 1 SOUTH RIGHT OF WAY LINE OF S.E. 5TH STREET NORTH UNE OF BLOCK 1085 LOT 2 _ S.E. 5TH STREET (2 RIGHT OF WAY) LOT 3 S87°47'31 "W ( 1088 S.E: 6TH STREET: S02°12'29"E / 50.00' Cad. No. 111096 Ref. Dwg. 2008-114 Plotted: 8/22/13 8:27a SOUTH RIGHT OF WAY LINE OF S.E. 6TH STREET PLAT BOOK B PAGE 77 BD LOT 2 LOT 4 SOUTH UNE OF BLOCK 108S ---- • CENTERLINE OF S.L. & PATTERSONi AND J.F. & B.T. OLIVE SUBDIVISION PLAT BOOK B PAGE 77 LOT 5 202.33' LOT 6 LOT 7 POINT OF BEGINNING S.E. CORNER OF LOT 5 BLOCK 108S S87°47'31 "W ; 66.57' CITY OF MIAMI LNORTH RIGHT OF WAY LINE MONUMENT UNE OF S.E. 6TH STREET PLAT BOOK B PAGE 77 S.E...6TH..STREET 0 —$ N87°47'31 "E NORTH LINE-1 OF BLOCK 107S c ( 107 LOT 3 S.L. & J.. PATTERSONi AND J.F. & B.T1 OLIVE SUBDIVISION PLAT BOOK B PAGE 77 7 LOT 4 SKETCH. OF DESCRIPTION 268.90' LOT 5 NO2° 12'29"W 50.00' LOT 6 GRAPHIC SCALE 25 50 J (IN FEET ) 1 inch = 50 ft. FORTIN, LEAVY, ,S,KILES, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Date 8/22/13 Scale 1 "=50' Job. No. 130970 Dwg. No. 1 011-069-1 C Sheet 3 of 5 Drawn By Cad. No. 111096 Ref. Dwg. 2008-114 Plotted: 8/22/13 8:27a EXHIBIT "A-2" (SUBSURFACE AND MAINTENANCE EASEMENT) I I I I I I I I I I I I I SE 7th STREET I I I I I I I I I _ LOCATION SKETCH FORTIN, LEAVY,:S KILES, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Scale NOT TO SCALE Job. No. 130970 Dwg. No. 1011-069-1 C Sheet EXHIBIT "A-2" (SUBSURFACE AND MAINTENANCE EASEMENT) .--` '4- •-•..- ... 'P4' ..,..'"`, \ r� ti i. s \�4, 4i \ cf..- F s ram. s N.,'FFG TOP ELEVATION -3.0 FEET (NGVD) SUBSURFACE AND MAINTENANCE EASEMENT UNDER S.E. 6TH STREET Drawn By Cad. No. 111096 Ref. Dwg. 2008-114 Plotted: 8/22/13 8:27a SKETCH OF DESCRIPTION FORTIN, LEAVY, .S KILE S, INC. CONSULTING ENGINEERS, SURVEYORS & MAPPERS FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653 180 Northeast 168th Street / North Miami Beach, Florida 33162 Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com Date 8/22/13 Scale NOT TO SCALE Job. No. 130970 Dwg. No. 101 1-069-1 C Sheet of EXHIBIT "B-1" (BENEFITED PROPERTY, PAGE 1 OF 2) Legal Descriptions Brickell CityCentre North Squared [BCCN21 LOTS 1 THROUGH 7, IN BLOCK 108 SOUTH, OF S.L. & J.B. PATTERSON AND J.F. & B.T. OLIVE SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 77, OF THE PUBLIC RECORDS OF MIAM1-DADE COUNTY, FLORIDA; LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PARCEL CONVEYED BY ORDER OF TAKING RECORDED 1N OFFICIAL RECORDS BOOK 11810, PAGE 2274, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. (26905965;1} 1 EXHIBIT "B-1" (BENEFITED PROPERTY, PAGE 2 OF 2) Legal Descriptions Brickell CitvCentre North [BCCN1 . LOTS 1 THROUGH 6, THE WEST HALF OF LOT 7, AND LOTS 9-14, BLOCK 107S, OF PATTERSON AND OLIVE SUBDIVISION, ACCORDING TO THE MAP OR PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. LESS AND EXCEPT THAT PORTION OF THE ABOVE DESCRIBED PARCEL CONVEYED BY RIGHT-OF-WAY DEED RECORDS IN OFFICIAL RECORDS BOOK 25161, PAGE 1547, PUBLIC RECORDS' OF MIAMI-DADE COUNTY, FLORIDA. MDT PARCEL Leasehold estate create by, through and under that certain Brickell Parcel A Vacant Land Lease approved April 3, 2012 by the Miami -Dade County Board of County Commissioners, by and between Miami -Dade County, a political subdivision of the State of Florida, through Miami -Dade Transit, as landlord, and Swire Properties Inc., a Florida corporation, as tenant, as assigned by Assignment and Assumption of Brickell Parcel A Vacant Land Lease dated April 25, 2012 made by Swire Properties Inc. to Brickell CitiCentre North, LLC in the following described lands: PORTIONS OF LOT 7 AND LOT 15, BLOCK 1075, PATTERSON AND OLIVE SUB., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B", PAGE 77, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 7; THENCE S87°48'07"W ALONG THE NORTH LINE OF SAID LOT 7 AND THE SOUTH RIGHT OF WAY LINE OF SOUTHEAST 6TH STREET, 7.47 FEET TO THE POINT OF BEGINNING; THENCE S02°15'18"E, 299.98 FEET TO A POINT ON THE SOUTH LINE .OF. SAID LOT 15 AND THE NORTH RIGHT OF WAY LINE OF SOUTHEAST 7T STREET, 42.53 FEET TO THE SOUTHWEST CORNER OF SAID LOT 15; THENCE NO2°15'18"W, ALONG THE WEST LINE OF SAID LOT 15, 149.99 FEET TO THE NORTHWEST CORNER OF SAID NORTH LINE OF SAID LOT 15 AND THE SOUTH LINE OF SAID LOT 7, 25.00 FEET; THENCE NO2°15`18"W, 149.99 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 7 AND THE SOUTH RIGHT OF WAY LINE OF SOUTHEAST 6'h STREET; THENCE N87°48'07"E, ALONG THE NORTH LINE OF SAID LOT 7 AND THE SOUTH RIGHT OF WAY LINE OF SOUTHEAST 6TH STREET, 17.53 FEET TO THE POINT OF BEGINNING. SAID LAND LYING IN THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA, CONTAINING 9,009 SQUARE FEET (0.206SACRES) MORE OR LESS. {26905943;1) 1 1. LOCATION SKETCH , scam l 500' 7 VACANT .�. udramomt{ LCf Ti1.7'gMDY}itatFl)5 EXHIBIT "B-2" (BENEFITED PROPERTY, PAGE 1 OF 2) IAT I�j-pp! atrium:v.10mA - Y"• d?l6tfurl�yi uf i SfA6143 /ifA tia 1 UNNUMBERED BLOCK S•L & J.B. PAsTTERSO N AND J.F. & B,T.OLIVE SUBDIVISION PLAT b'OOE( B. 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