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HomeMy WebLinkAboutExhibit - AgreementTEMPORARY EASEMENT AGREEMENT THIS TEMPORARY EASEMENT AGREEMENT ("Easement Agreement") is made as of _, 2018 by THE CITY OF MIAMI, a municipal corporation of the State of Florida ("City"), to and for the benefit of LINDEN AIRPORT SERVICES CORPORATION D/B/A WATSON ISLAND HELIPORT CORPORATION, a Florida corporation, ("Linden"). RECITALS A. City and the Miami Sports and Exhibition Authority ("Authority") entered into that certain Interlocal Agreement dated October 9, 2013 ("Interlocal Agreement"), whereby the City leased to the Authority approximately 5.6 acres of land on a portion of Watson Island in the City of Miami, Miami -Dade County, Florida ("Property') for the purpose of establishing a seaplane and helicopter facility; and B. The Interlocai Agreement provides that a portion of the Property will be used for a public heliport and other related facilities and improvements ("Heliport"),- and C. The Authority and Linden simultaneously with the Interlocal Agreement entered into a Sublease Agreement and Development Agreement (collectively the "Lease Agreements") dated October 9, 2013 for the purpose of managing and operating the heliport on a portion of the Property; and D. The City is the owner in fee simple of certain upland and submerged lands on Watson Island located adjacent thereto, ("Leased Property") all as more particularly described in the Interlocal Agreement; and E. City is also the owner in fee simple of certain other land located on Watson Island; and F. The construction of the Heliport requires that Linden be granted certain easements over, across and upon a portion of Watson Island on a temporary basis for construction, access for fueling, operations and other purposes described herein; and G. City has agreed to grant such easements, all as more particularly described herein. NOW, THEREFORE, in consideration of Ten and No/100 Dollars and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, City and Linden agree as follows: AGREEMENTS 1. Recitals. The foregoing recitals are true and correct and are incorporated herein as if set out in full in the body of this Easement Agreement. 2. Grant of Easements. City hereby grants to Linden and its employees, agents, contractors, subcontractors, invitees and guests. 2.1 Parcel A: a temporary non-exclusive easement over, across and upon approximately .95 acres, as described in Exhibit "A" attached hereto ("Parcel A"), for the limited purpose of constructing, installing, operating, and maintaining a driveway to provide ingress and egress to the heliport for fueling, use of emergency vehicles, and other purposes described herein related to the Project,. 2.2 Parcel B: a temporary non-exclusive easement over, across and upon approximately .33 acres, as described in Exhibit "B" attached hereto (Parcel "B"), for the limited purpose Heliport Easement (Parcels A & B) of providing construction and operations offices related to the Project. Linden shall, upon written notice by City, vacate Parcel B within thirty (30) days and remove any and all personal property, fixtures and equipment and after usage by Linden shall be left in a condition better than its condition when it was delivered to Linden. These parcels may also be used for the placement of permanent utilities, including but not limited to, underground electrical, water, sewer, telephone, and cable lines as well as natural gas and fuel lines which may be for the exclusive use of any one of the City's island tenants. Said authorization for placement of utilities shall be subject to plans submitted to the City Manager for his prior written approval, which approval may be conditioned or withheld in is sole discretion. The above easements are hereby collectively referred to as "Easement Area" and are granted for the limited purposes set forth herein and for no other purpose unless first approved by the City Manager or his designee, in writing, which consent may be withheld or conditioned in his sole discretion. The City reserves the right to use portions of the Easement Area, for itself or others, as it may require, and Linden will not interfere with such shared use and if necessary, will relocate equipment that may be located in the Easement Area and/or make additional alterations, at Linden's sole cost, to provide for such shared use. Linden may implement reasonable security measures provided they are coordinated and approved by the City Manager. 3. Operations. Linden shall, at its sole cost and expense, make any and all improvements required for its use of the Easement Area. Linden shall regulate the installation and its future operations of the Easement Area so as not to conflict or interfere with operations of the City, its tenants, sub -tenants, sub - subtenants, licensees, agents, successors, and assigns and the general public. In the event Linden's use or operations conflicts with the operations of the City, its tenants, licensees, agents, successors or assigns, or the general public, the City, or its successors or assigns, shall have the right to impose reasonable rules and regulations to govern the use of the Easement Area so as to eliminate or minimize such conflicts and/or interference; provided, however, that the City shall, to the extent practicable, afford Linden reasonable access to and use of the Easement Area at all times. Linden shall not encroach beyond the boundaries of the Easement Area. Should the Easement Area be abandoned or discontinued by law or otherwise, said easements shall cease and revert with the right of immediate possession and right of entry to the City or its successors in interest, upon the City providing Linden thirty (30) days' advance written notification of such action, and Linden's failure to reactivate usage of the Easement Area within such thirty (30) day period. 4. Changes and Additions to Easement Area. City reserves the right at any time and from time to time and at its sole cost and expense, to make or permit changes or revisions to the Easement Area, including additions to, subtractions from, rearrangements of, alterations of, and modifications of, the Easement Area. Notwithstanding the rights of City above, in the event the change or revision (i) affects the functionality of the Easement Area, or (ii) materially and adversely affects Linden's use of the Easement Area, Linden's prior written consent to such change or addition shall be required, which consent shall not be unreasonably withheld or delayed. 5. Condition of the Property. Linden accepts the Easement Area "as -is", in its present condition and state of repair and without any representation by or on behalf of City, and agrees that City shall, under no circumstances, be liable for any latent, patent or other defects in the Easement Area. Linden, at its sole cost, shall maintain the Easement Area (other than any portions used by others as authorized by the City) in good order and repair at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. Linden shall be responsible for all repairs to the Easement Area required or caused by Linden's use of any part thereof. 6. Expense and Maintenance Responsibilities. Linden shall design, construct, install, maintain and repair any improvements required for its use of the Easement Area, including, but not limited to, all related infrastructure improvements, drainage, lighting, and pavement, at Linden's sole cost and expense. Linden shall keep the Easement Area (other than any portions used by others as authorized by the City) Heliport Easement (Parcels A & B) in a safe, sightly, good and functional condition during the term of this Easement Agreement at Linden's sole cost and expense. All work performed by or on behalf of Linden shall be conducted in a lien -free manner. Not less than thirty (30) days prior to the Effective pate, which may run concurrently with the 30 day notice period provided for in Sections 13 and 22, Linden shall submit plans and specifications for the initial improvements to be constructed or installed within the Easement Area, which pians and specifications shall be subject to the City Manager's prior written approval. Linden shall submit to the City Manager proof of funding and/or its financing plans along with the plans and specifications. For purposes of this Easement Agreement, improvements may include, but not be limited to, construction trailers, building, fencing, barricades, signage, utilities and construction equipment and apparatus. In the event Linden elects to make additional improvements (hereinafter "Alterations"), Linden shall submit plans and specifications for such Alterations, to the City Manager for his prior written approval. The approvals of the City Manager pursuant to this Section 6, shall be made in accordance with the City Manager Procedures; provided, however, that any improvements that will remain on the Easement Area after the expiration of this Easement Agreement shall be subject to the City Manager's prior written approval in his sole discretion. Linden shall be solely responsible for any and all costs associated with any Alteration, including, but not limited to, design, construction, installation and permitting costs. All Alterations to the Easement Area, whether or not by or at the expense of Linden, shall, unless otherwise provided by written agreement of the parties hereto, immediately upon their completion become the property of the City and shall remain surrendered with the Easement Area unless removed by Linden. In the event of an emergency, Linden may reasonably proceed to perform such repair work and shall immediately notify the City of such work. Linden shall provide all construction, maintenance and use of the Easement Area in a manner that will minimize any unreasonable interference with the use and operations of the City, its tenants, sub- tenants, sub -subtenants, licensees, agents, successors, and assigns and the general public. 7. Mechanics' Liens. Linden shall not knowingly suffer or permit any mechanics' liens to be filed against the title to the Easement Area by reason of work, labor, services or materials supplied to Linden or anyone having a right to possession of the Easement Area as a result of an agreement with Linden acting, with or without Linden's consent. Nothing in this Easement Agreement shall be construed as constituting the request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials, for any specific work on the Easement Area nor as giving Linden the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanics' liens against the City's interest in the Easement Area. If any mechanics' lien shall at any time be filed against the Easement Area by reason of work, labor services or materials supplied to Linden, its tenants, subtenants, contractors or subcontractors, Linden shall cause it to be discharged of record (by bonding, notice of bond or otherwise) within thirty (30) days after the date that it has notice of its filing, provided, however, that Linden shall not be required to pay or discharge any mechanics' lien within the thirty (30) day period, so long as Linden shall in good faith proceed to contest the lien by appropriate proceedings or shall furnish reasonably satisfactory evidence that funds are or will be available to pay the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorney's fees to be incurred in connection with it. If Linden does not: i) cause a mechanics lien to be discharged of record within thirty (30) days after the date Linden has notice of the filing of a lien; or ii) in good faith proceed to contest the lien by appropriate proceedings within the thirty (30) day period, then Linden shall be in default of this Easement Agreement. 8. Utilities. Linden shall pay for all utilities, including, but not limited to, electricity, water, stormwater fees, gas, telephone, garbage and sewage disposal used by Linden during its occupancy of the Easement Area pursuant to this Easement Agreement, as well as all costs for installation of any lines and equipment needed by Linden, its tenants, subtenants, contractors or subcontractors. Linden, at its sole cost, shall install all utilities required for its use and install separate utility meters required thereby and shall be billed directly by the applicable utility company for such services. 9. Advertising. Linden shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Easement Area without having first obtained the approval of the City Heliport Easement (Parcels A & B) Manager or his designee in accordance with the City Manager Approval Procedures. Linden shall, at its sole cost and expense, install, provide and maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Linden must further obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Easement Agreement, Linden shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Easement Area subject to Section 10 below. If any part of the Easement Area is in any way damaged by the removal of such items, said damage shall be repaired by Linden at its sole cost and expense. Should Linden fail to repair any damage caused to the Easement Area within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Easement Area to be repaired at the sole cost and expense of Linden. Linden shall pay City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. Linden hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Easement Area an appropriate sign indicating that the City has entered into this Easement Agreement. 10. Ownership of Improvements. As of the Effective Date and throughout the Term, title to all buildings and improvements on the Easement Area shall be vested in Linden, unless otherwise provided by other written agreement. 11. Removal of Property. In the event of termination of this Easement Agreement, or upon the expiration of the term of this Easement Agreement, Linden shall promptly remove all personal property, fixtures and equipment from the Easement Area, and if the City so requires by written notice to Linden, Linden shall also promptly remove any buildings and other improvements constructed or caused to be constructed by Linden on the Easement Area. In the event Linden fails to remove its personal property, equipment and fixtures, and any such buildings and other improvements so designated by the City from the Easement Area within thirty (30) days period after the termination of this Easement Agreement, said property shall be deemed abandoned and thereupon shall become the sole property of the City. The City, at its sole discretion and without liability, shall remove the same and Linden shall reimburse the City for all reasonable expenses associated with such removal and disposal. Any and all improvements made to the Easement Area, other than those portions used by other parties not under Linden's control, shall be done at the sole cost, expense and risk of Linden. No repayment for investment shall be made to Linden if the Lease Agreements are terminated for Linden's failure to comply with all requirements under the Easement Agreement. Linden has agreed to perform all work in the Easement Area required for its use, at its sole cost and expense. 12. Restoration of Easement Area. Upon termination of this Easement Agreement, Linden, at its sole cost, agrees to repair and restore the Easement Area to a condition better than it was delivered to Linden and in substantial accordance with the Master Plan for the South Side Park to be approved by the City. Such restoration shall be done prior to the expiration of this Easement Agreement. 13. Notices to City Manager. Prior to commencing the initial construction and mobilization of the Easement Area, Linden shall give the City Manager or his designee thirty (30) days' prior written notice, describing the anticipated commencement date(s) and completion date(s) with respect to same. 14. Compliance With Permits and Laws. In connection with the construction, maintenance and use of the Easement Area, Linden shall: (i) obtain and maintain all required permits and approvals from applicable Governmental Authorities having jurisdiction or regulatory authority over same; and (ii) comply with all Applicable Laws with respect to the Easement Area, including, but not limited, to Chapter 713, F.S. 15. Insurance. In connection with the Easement Area, Linden shall obtain and maintain or cause to obtained and maintained throughout the term of this Easement Agreement the types and amounts of insurance coverages set forth in Exhibit C, attached hereto and incorporated herein by this reference. Heliport Easement (Parcels A & 8) 16. Indemnity. Linden shall indemnify, defend and save harmless City and City's successors, permitted assigns, officials, employees and agents (the "City Indemnified Parties") from and against any and all claims, actions, proceedings, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and costs), arising out of, or resulting from, any personal injury, loss of life or damage to property, which shall occur in, on or over the Easement Area in any way connected to, construction, installation, maintenance and repairs which Linden its tenants, subtenants, contractors or subcontractors perform or cause to be performed in the Easement Area and the use of the easements described herein (the "Indemnified Matters"). In case any action or proceeding is brought against City by reason of any of the Indemnified Matters, the indemnifying party, upon sixty (60) days' written notice from City, shall, at the indemnifying party's expense, resist or defend the action or proceeding by counsel reasonably satisfactory to City. City shall also be entitled to appear, defend, or otherwise take part in such action or proceeding, at its election, and at the sole expense of City by counsel located within Miami -Dade County, Florida of its own choosing, provided that: (i) such action by City shall not limit or make void any liability of any insurer of Linden or City with respect to the claim or matter in question; and (ii) City shall not, without Linden's prior written consent, settle any such action or proceeding or interfere with Linden's defense or prosecution of such action or proceeding. The provisions of this Section shall survive the expiration or termination of this Easement Agreement. 17. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by Linden, its officers, agents, employees, contractors, and sub -contractors, Major Subtenants, assigns, invitees or patrons occurring in or about the Easement Area that may be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Easement Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures on the Easement Area, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Easement Area or any person whomsoever whether such damage or injury results from conditions arising upon the Easement. Area or upon other portions of the Easement Area or from other sources. Linden indemnifies the City, its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence (but not gross negligence or willful misconduct) of the City, including any of its employees, agents, or officials so long as they are acting within their scope of employment. Linden acknowledges that, as lawful consideration for being granted the right to utilize and occupy the Easement Area, Linden, on behalf of itself, its agents, invitees, employees, contractors, and sub -contractors does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Linden's use of the Easement Area. Linden further agrees that it shall be responsible for providing security whenever personal property either owned or used by Linden, its employees, agents, contractors, or subcontractors is placed in the Easement Area, including property necessary for set-up and dismantling the construction mobilization, regardless of whether or not the Project is open to the general public. 18. Safety. Linden and each of its employees, agents, officers, contractors and subcontractors shall allow the City inspectors, agents or representatives the ability to monitor compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. Linden and each of its employees, agents, officers, contractors and subcontractors shall have no recourse against the City, its agents or representatives from the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the Effective Date, Linden shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). 19. Americans With Disabilities Act. Linden and each of its employees, agents, officers, contractors and subcontractors shall affirmatively comply with all applicable provisions of the Americans Heliport Easement (Parcels A & B) with Disabilities Act ("ADA"), including Titles i and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Linden and each of its employees, agents, officers, contractors and subcontractors shall take affirmative steps to ensure nondiscrimination in the employment of disabled persons. 20. Taxes. Linden covenants and agrees to pay all taxes of whatsoever nature lawfully levied or assessed against the Easement Area other than those portions used by other parties that are not under Linden's control and improvements, property, sales, rents or operations thereon, including but not limited to, ad valorem taxes but only as applicable to the term of this Easement Agreement. City shall provide to Linden any tax bills received within fifteen (15) days of receipt. Payment thereof shall commence with and shall include taxes, if any assessed for then current year. Linden further covenants and agrees to pay all of the said taxes, if any, lawfully assessed, on such dates as they become due and payable. In the event Linden fails to pay the real property taxes by April 15Y of each year, Linden shall be responsible to pay the City a late fee equal to 5% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs the City will incur by reason of late payment by Linden. Acceptance of such late charge by the City shall not constitute a waiver of Linden's default with respect to such delinquent amount, nor prevent the City from exercising any of its other rights and remedies or at law or in equity. Any real property taxes not paid by April 1St of each year shall bear interest at the rate of 12% per annum, commencing on April 1. Linden shall pay such interest to the City. Payment of such interest shall not excuse or cure any default by Linden under this Easement Agreement. In the event that Linden becomes delinquent in the payment of real property taxes, the City, upon providing written notice to Linden, may require either of the following, at its sole option: (1) Linden to escrow monthly to the City an amount equal to one -twelfth of the amount billed for ad valorem taxes, without discounts, during the previous calendar year plus 5% to cover estimated annual tax increases. Said amount shall be paid on the first day of each month. In the event the amount escrowed is not sufficient to pay the full amount of taxes due, Linden shall pay the difference to the City for remittance to the County within fifteen (15) days of receipt of notice from the City of the amount of such deficiency. In the event the amount of monies escrowed are in excess of the taxes due, the balance shall be applied to the following year's tax payment; or (2) Linden shall enroll in the Dade County Ad Valorem Tax Payment Plan. Failure of Linden to pay the real property taxes when due and any late fees in connection therewith, to pay a monthly real estate tax escrow to the City, or to enroll in the Dade County Ad Valorem Tax Payment Plan as aforesaid shall constitute an event(s) of default under this Easement Agreement. Notwithstanding the foregoing, Linden shall have the right to appeal or contest the imposition of any taxes and/or the assessed values in accordance with applicable law. 21. Eminent Domain. In the event the whole or any part of the Easement Area is taken by right of eminent domain or any similar authority of law (a "Taking"), the entire award for the value of the land and improvements so taken shall belong to the City, and Linden shall not have a right to claim any portion of such award by virtue of any interest created by this Easement Agreement. Linden may, however, file a collateral claim with the condemning authority over and above the value of the land being so taken to the extent of any damage suffered by Linden resulting from the severance of the land or improvements so taken if such claim shall not operate to reduce the award allocable to the City of the Taking. In the event a portion of Parcel A is subject to a Taking, the City shall use reasonable efforts to identify and facilitate alternative staging areas. 22. Term. Linden shall provide the City Manager with no less than thirty (30) days' prior written notice of the date on which Linden requires to commence utilizing the Easement Area (hereinafter the "Effective Date"). The term of this Easement Agreement shall expire on the earlier of: (1) the date the Heliport has obtained receipt of a Certificate of Occupancy in accordance with the Construction Documents and all "punch list" items have been corrected; or (2) such earlier date as is mutually agreed upon by the parties; provided, however, that this Easement Agreement shall sooner terminate if the Lease Agreements are terminated or expires in accordance with its terms (whereupon the easements Heliport Easement (Parceis A & B) granted herein shall be deemed automatically terminated and of no further force or effect). Upon termination of this Easement Agreement, all rights and privileges derived from, and all duties and obligations created and imposed by the provisions of this Easement Agreement, shall terminate and have no further force or effect; provided, however, that the termination of this Easement Agreement shall not limit or affect any remedy at law or in equity that either party may have against any other parties with respect to any liability or obligation arising or to be performed under this Easement Agreement prior to the date of such termination. 23. Compliance with Environmental Laws. Linden represents and warrants that during the term of this Easement Agreement, it will not use or employ the Easement Area, or any other City -owned property, to handle, transport, store or dispose of any Hazardous Materials and that it will not conduct any activity on Easement Area or City -owned property in violation of any applicable environmental laws. Notwithstanding the foregoing, Linden may handle, transport, store or dispose of Hazardous Materials as necessary for Linden's Project on the Easement Area as long as such handling, transportation, storage and disposal is performed in strict compliance with all applicable laws and regulations. Linden hereby indemnifies and holds harmless the City and their respective officers, employees and agents, from and against all actions and liabilities relating to Linden's handling, transportation, storage and disposal of Hazardous Materials on or about the Easement Area or City -owned property. The requirements of this paragraph shall survive the cancellation, revocation, termination or expiration of this Easement Agreement. 24. Hazardous Materials. In connection with its activities hereunder, Linden shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules rulings, policies, orders and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. In connection with its activities hereunder, Linden shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Easement Area or required for Linden's use of any hazardous materials in or about the Easement Area in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon cancellation, revocation, termination or expiration of this Easement Agreement, Linden shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Easement Area by Linden or at Linden's direction, to be removed from the Easement Area and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. Linden may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this paragraph shall survive the cancellation, revocation, termination or expiration of this Easement Agreement. The City represents that: (i) To the best of its knowledge, there are no environmental violations, whether under federal, state, or local laws, existing on the Easement Area; (ii) To the best of its knowledge, there are no Hazardous Materials presently existing on the Easement Area. 25. Default. If, Linden in any manner defaults in the performance of this Easement Agreement and/or his Lease Agreements with the Miami Sports and Exhibition Authority that will affect the Easement Agreement, the City Manager may give written notice to Linden of such default. If Linden fails to cure such default within fifteen (15) days after written notice is given to Linden (or such longer period as may be reasonably necessary to cure such default), the City may elect to: (i) terminate this Easement Heliport Easement (Parcels A & B) Agreement: (ii) proceed to enforce the performance bond(s) obtained in connection with this Easement Agreement; or (iii) pursue any other remedy available at law or in equity. 26. Notices. All notices and other communications which shall or may be given pursuant to this Easement Agreement shall be in writing and shall be delivered by personal service or by certified mail addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by certified mail, on the fifth (5th) day after being posted or the date of actual receipt, whichever is earlier. NOTICE TO THE CITY NOTICE TO THE TENANT City of Miami Watson Island Airport Corporation 444 SW 2nd Avenue, 10th Floor 1020 MacArthur Causeway Miami, Florida 33130 Miami, Florida 33132 Attn: City Manager Attn: Paul P. Dudley, President City of Miami Office of the City Attorney 444 SW 2nd Avenue, 91h Floor Miami, Florida 33130 Attn: City Attorney City of Miami Dept. of Real Estate and Asset Management 444 SW 2"d Avenue, 31d Floor Miami, Florida 33130 Attn: Director of Department of Real Estate and Asset Management 27. Assiqnment; Binding Effect. This Easement Agreement may not be assigned, pledged, transferred or encumbered except in connection with any such assignment, pledge, transfer or encumbrance of the Easement Agreement as is permitted by the terms of the Easement Agreement. This Easement Agreement shall be binding upon and inure to the benefit of City and Linden and their respective successors and permitted assigns. Every agreement, covenant, promise, undertaking, condition, easement, right, privilege, option and restriction made, granted or assumed, as the case may be, by any party to this Easement Agreement shall run with the land and constitute an equitable servitude on the Easement Area, for the benefit of the Project as provided herein. Any transferee of any part of the Easement Area shall automatically be deemed, by acceptance of the title to any portion of the Easement Area, as the case may be, to have assumed all obligations of this Easement Agreement. 28. Headings. The captions and headings contained in this Easement Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Easement Agreement. 29 Non -Dedication. Nothing contained in this Easement Agreement shall be deemed to be a gift or dedication of any portion of the Easement Area to Linden, it being the intention of the parties hereto and their successors and assigns that nothing in this Easement Agreement, expressed or implied, shall confer upon any person other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Easement Agreement. 30. Severability. Any provision of this Easement Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision beyond such extent or in any other jurisdiction. It is the intention of the parties to this Easement Agreement that if any provision of this Easement Agreement is capable of two Heliport Easement (Parcels A & B) constructions, one of which would render the provision void and the other of which would render the provision valid, the provision shall have the meaning which renders it valid. 31. Responsibility. Notwithstanding anything to the contrary contained in this Easement Agreement, each party to this Easement Agreement shall be liable and responsible for the obligations, covenants, agreements, and responsibilities created by this Easement Agreement and for any judgment rendered hereon only to the extent of its respective interest in the Easement Area and the improvements thereon. 32. Attorneys' Fees. In the event of any litigation or arbitration between the parties, all expenses, including reasonable attorneys' fees and court costs at both the trial and appellate levels, incurred by the prevailing party, shall be paid by the non -prevailing party. The term "attorneys' fees" shall be deemed to include, without limitation, any paraprofessional fees, investigative fees, administrative costs and other charges billed by the attorney to the prevailing party (including any fees and costs associated with collecting such amounts). The provisions of this Easement Agreement shall survive the expiration or termination of this Easement Agreement. 33. Waiver of Jury Trial. The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Easement Agreement or any amendment or modification of this Easement Agreement or any other agreement executed by and between the parties in connection with this Lease, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for City and Linden to enter into this Easement Agreement. 34. Arbitration. Any dispute arising under this Easement Agreement shall be submitted to binding arbitration in the manner set forth in Section 25.6 of the Sublease Agreement. 35. No Third Party Beneficiaries. Nothing in this Easement Agreement shall confer upon any person, other than the parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Easement Agreement. 36. Construction. Both parties substantially contributed to the preparation and negotiation of this Easement Agreement. Accordingly, this Easement Agreement shall not be construed against the party responsible for preparing it. 37. Governing Law. This Easement Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without application of its conflict of law principles. 38. Entire Easement Agreement. This Easement Agreement embodies and constitutes the entire understanding between City and Linden concerning the Easement Area, and all prior or contemporaneous agreements, understandings, representations, and statements, oral or written, with respect thereto are merged therein. Nothing in this Easement Agreement shall be construed to make the parties hereto partners or joint venturers or render either of said parties liable for the debts or obligations of the other. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Easement Agreement that are not contained in this Easement Agreement, and that this Easement Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Easement Agreement shall be of no force or effect. This Easement Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives. The City Manager is authorized to amend or modify this Easement Agreement as needed. Heliport Easement (Parceds A & B) 39. City Manager Approvals. The approvals of the City Manager pursuant to this Easement Agreement shall be made in accordance with the Approvals and Consents provided in Section 25.18 of the Sublease Agreement; provided, however, that: (i) any improvements that will remain on the Easement Area after the expiration of this Easement Agreement shall be subject to the City Manager's prior written approval at the City Manager's discretion; and (ii) the period for the City's initial response to a request for approval of any construction plans and specifications for all Easement Areas shall be the same as for Constructfon Plans and Specifications. 40. Counterparts. This Easement Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party hereto may execute this Easement Agreement by signing any such counterpart. 41. Performance Bond. To be provided by City's Legal Department, Exhibit "D". IN WITNESS WHEREOF, City and Linden have executed this Easement Agreement as of the date set forth above. ATTEST: THE CITY OF MIAMI, a municipal corporation of the State of Florida By: Todd B. Hannon City Clerk APPROVED AS TO RISK REQUIREMENTS By: By: Emilio T. Gonzalez City Manager APPROVED AS TO FORM AND CORRECTNESS By: Ann -Marie Sharpe, Director Victoria Mendez Department of Risk Manager City Attorney STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of 20_, by , as the City Manager of the City of Miami, a municipal corporation of the State of Florida, on behalf of the City. Personally Known Produced Identification Type of Identification Produced Heliport Easement (Parcels A & B) or Signature: Name: [Print or type] Title: Notary Public Serial No., if any: My commission expires Witness: By: Signature Print Name By: Signature Print Name LINDEN AIRPORT SERVICES CORPORATION D/B/A WATSON ISLAND HELIPORT CORPORATION, (pro forma), a Florida corporation, STATE OF COUNTY OF LINDEN AIRPORT SERVICES CORPORATION, d/b/a Watson Island Heliport Corporation, (pro forma), A Florida Corporation By: Paul P. Dudley, President The foregoing instrument was acknowledged before me this day of , 20, by , Paul P. Dudley, as the sole and managing member of Linden Airport Services Corporation, d/b/a Watson Island Heliport Corporation, (pro forma), a Florida Corporation. Personally Known Produced Identification Type of Identification Produced Heliport Easement (Parcels A & B) or Signature: Name: [Print or type]_ Title: Notary Public Serial No., if any: My commission expires Exhibit A Parcel A Property Legal Description and Sketch Heliport Easement (Parcels A & B) STONER & ASSOCIATES, INC. 4341 S.W. 62nd Avenue SURVEYORS - MAPPERS Florida Licensed Survey Tel. (954) 585-0997 Davie, Florida 33314 and Mapping Business No. 6633 Fax (954) 585-3927 LEGAL DESCRIPTION OF PARCEL "A", ACCESS EASEMENT WATSON ISLAND HELIPORT CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA LEGAL DESCRIPTION: AN ACCESS EASEMENT BEING A PORTION OF TRACT 'D", WATSON ISLAND SOUTHWEST AS RECORDED 1N PLAT BOOK 166, PAGE 11, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, SAID ACCESS EASEMENT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID TRACT 'D';• THENCE S.17'1221"E., ALONG THE SOUTHWESTERLY LINE OF SAID TRACT 'D", A DISTANCE OF 367.59 FEET TO THE POINT OF CURVATURE OF A TANGENT CURVE CONCAVE TO THE NORTHEAST, THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT. HAVING A RADIUS OF 300.00 FEET, A CENTRAL ANGLE OF 4746'15", FOR AN ARC DISTANCE OF 250.13 FEET TO A POINT ON A LINE TANGENT TO THE LAST DESCRIBED CURVE,: THENCE 5.645836"E., ALONG SAID LINE, A DISTANCE OF 720.93 FEET (THE PREVIOUS THREE COURSES BEING COINCIDENT WITH THE SOUTHWESTERLY LINE OF SAID TRACT "D"), TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED ACCESS EASEMENT, THENCE N.25'01'24'E., A DISTANCE OF 250.91 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID TRACT 'D'; THENCE S.8338'08"E., ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 157.51 FEET TO A POINT OF CURVATURE OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 227.50 FEET, A CENTRAL ANGLE OF 00-12'16", FOR AN ARC DISTANCE OF 0.81 FEET TO A POINT ON A NON—TANGENT LINE; THENCE S.25'01'24"W., A DISTANCE OF 301.56 FEET, TO A POINT ON THE SOUTHWESTERLY LINE OF SAID TRACT 'D'; THENCE N.64'58'36"W, ALONG SAID SOUTHWESTERLY LINE A DISTANCE OF 150.00 FEET, TO THE POINT OF BEGINNING; SAID LANDS BEING SITUATE WITHIN THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA, CONTAINING 0.95 ACRES (41,436 SQUARE FEET), MORE OR LESS. NOTES: 1. THE PROPERTY SHOWN HEREON WAS NOT ABSTRACTED FOR OWNERSHIP, RIGHTS-OF-WAY, EASEMENTS OR OTHER MATTERS OF RECORD. 2. THIS SKETCH AND DESCRIPTION 15 "NOT VALID" WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER. 3.THE BEARINGS SHOWN HEREON ARE BASED ON A PLAT BEARING OF N.64758'36"E., ALONG THE SOUTHWESTERLY LINE OF TRACT "D", AS SHOWN ON THE PLAT OF WATSON ISLAND SOUTHWEST, RECORDED 1N PLAT BOOK 166, PAGE 11, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. 4. THIS SKETCH DOES NOT REPRESENT A FIELD SURVEY (THIS IS NOT A SURVEY). 5. THIS SKETCH OF DESCRIPTION WAS PREPARED BY THIS FIRM WITHOUT THE BENEFIT OF A TIRE SEARCH. THE LEGAL DESCRIP77ON SHOWN HEREON WAS AUTHORED BY STONER & ASSOCIATES, INC. 6. SEE SHEET 2 OF 2 FOR A GRAPHIC DEPIC77ON (SKETCH) OF THE PROPERTY DESCRIBED HEREON. 7. THE DASHED AREA 1S FOR FUTURE CODE COMPLIANT FUEL HANDLING, CONTAINMENT, SECURITY AND CANOPY AREA, SIZE AND SHAPE IS APPROXIMATE. B. THE EASEMENT SHOWN HEREON INCLUDES ACCESS TO UTILITIES. DATE: Jan 31, 2018 - 2:34prr EST Uttt I II-IL;AI t: THIS IS TO CERTIFY THAT THE SKETCH AND LFCAL DESCRIPTION SHOWN HEREON ;S ACCURATE AND CORRECT TO THE BEST OF MY KNOWEFOCF AND BELIEF I FURTHER CERTIFY THAT THIS SKETCH AND LEGAL DESCRIPTION MEETS THE STANDARDS OF PRACTICE SET FORM BY THE FLORIDA BOARD OF PROFESSIONAL SURVEYORS AND MAPPERS IN CHAPTER 5J-17, FLORIDA ADMINISTRATIVE CODE, PURSUANT TO SECTION 472.07, FLORIDA STATUTES. DATE: Jan 31, 2018 REVISIONS BATE BY JAMES D. STONER PROFESSIONAL SURVEYOR AND MAPPER NO. 4039 - STATE OF FLORIDA SEAL NOT VALID UNLESS SEALED HERE WITH AN EMBOSSED SURVEYOR'S SEAL SOCIATES, INC. AND SHALL NOT BE REPRODUCED W WHOLE OR I DATE OF SKETCH. I DRAWN BY CHECKED BY FIELD BOOK PART" ART WITHOUT PERMISSION OF STONER & ASSOCIATES, INC. 1 31 18 JD LSG N A 'Y 0(G 2016 / / / SHEET 1 OF 2 U U Q Q J Lv U a f O C5 to z 00 U I Y STONER & ASSOCIATES, INC. SURVEYORS - MAPPERS 4341 S.W. 62nd AVE. Florida Licensed Survey Davie, Florida 33314 5 and Mapping Business No. 6633 SCALE: 1" = 60' 0 15 30 60 120 GRAPHIC SCALE SKETCH OF DESCRIPTION PARCEL "A", ACCESS EASEMENT WATSON ISLAND HELIPORT CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA Tel. (954) 585-0997 Fax (954) 585-3927 N. F. UNE SOU rH &. LINE & GENERAL ISLAND ^ " DOUGLASMAC l5LAND D WATSDN M AM� AD OK 166 pA 1 t RIGHT—OF—WAY VARIES IN D ilSEi�ia i� aClNTY REGOI?DSTH S 0• � POINT OF COMMENCEMENT 5 0 -Go POINT OF BEGINNING to, Q .... . MIAMI-DADE COUNTY RECORDS R ................. ti N �qO boo4�V� ARC LENCTH CA. .. ... 4 r ..BREAK fN LINE SCALE CL ........ , O Cs 9�\\ �LA �� o0w2a o. sr �2p9�, ho Te, QQ. P.O. B D,�D� �r/N �4�p•40 < Np h RE 1 Ilk 6 . . �Sf .0. A6. RgYL LEGEND: P.O.0... . .......... POINT OF COMMENCEMENT P'O.B... .......... POINT OF BEGINNING M.D.C.R....... .... . MIAMI-DADE COUNTY RECORDS R ................. RADIUS A ............. ARC LENCTH CA. .. ... .... CENTRAL ANGLE -� ........... ..BREAK fN LINE SCALE CL ........ , ... CENTERLINE FILE: F:\Draw\KIMILEY—HORN\2015\15-8320 Watson Island Heliport \01-0rowing\Easerrenls\l5-9320 Partel A 157.51' A=0,81' R=227.50' A=71.26' CA=0072'16" R=227.50' CA=1758'49" 1 A wvw4 ep T lb ry Q'� ee Q� �Q rO• V� q av 0 NO TE: SEE SHEET 1 OF 2 FOR THE LEGAL DESCRIP77ON OF THE PROPERTY SHOWN GRAPHICALLY HEREON. SHEET 2 OF 21 SKETCH N0. 15-8230 PARCEL "A" Exhibit B Parcel B Property Legal Description and Sketch Heliport Easement (Parcels A & B) STONER & ASSOCIATES, INC. SURVEYORS - MAPPERS Tel. (954) 585-0997 4341 S.W. 62nd Avenue Florida Licensed Survey Davie, Florida 33314 and Mapping Business No. 6633 Fax (954) 585-3927 PARCEL "B", TEMPORARY TRAILER EASEMENT WATSON ISLAND HELIPORT LEGAL DESCRIPTION: CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA A TEMPORARY TRAILER EASEMENT BEING A PORTION OF TRACT 'Ll", WATSON ISLAND SOUTHWEST, AS RECORDED 1N PLAT BOOK 166, PAGE 11, OF THE PUBLIC RECORDS OF MIAMI—DADE COUNTY, FLORIDA, SAID TEMPORARY TRAILER EASEMENT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCE AT THE NORTHWEST CORNER OF SAID TRACT 'D THENCE S.17'12'21"E., ALONG THE SOUTHWESTERLY LINE OF SAID TRACT 'T)", A DISTANCE OF 367.59 FEET TO THE POINT OF CURVATURE OF A TANGENT CURVE CONCAVE TO THE NORTHEAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 300.00 FEET, A CENTRAL ANGLE OF 4746'15'; FOR AN ARC DISTANCE OF 250.13 FEET TO A POINT ON A LINE TANGENT TO THE LAST DESCRIBED CURVE; THENCE S.6458'36"E., ALONG SAID LINE, A DISTANCE OF 720.93 FEET (THE PREWOUS THREE COURSES BEING COINCIDENT WITH THE SOUTHWESTERLY LINE OF SAID TRACT 'D"); THENCE N.25'01'24'E, A DISTANCE OF 250.91 FEET TO A POINT ON THE NORTHEASTERLY LINE OF SAID TRACT 'D"; THENCE 5.8338'08"E., ALONG SAID NORTHEASTERLY LINE, A DISTANCE OF 157.51 FEET TO A POINT OF CURVATURE OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 227.50 FEET, A CENTRAL ANGLE OF 00'12'16 ", FOR AN ARC DISTANCE OF 0.81 FEET, TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TEMPORARY TRAILER EASEMENT; THENCE CONTINUE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 227.50 FEET, A CENTRAL ANGLE OF 17'56'49", FOR AN ARC DISTANCE OF 71.26 FEET TO A POINT ON A NDN—TANGENT LINE; THENCE S.25'01'24"W, A DISTANCE OF 209.25 FEET TO A POINT ON A LINE 104.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID TRACT 'D'; THENCE N.6458'36"W., ALONG SAID PARALLEL LINE A DISTANCE OF 70.00 FEET - THENCE N.2501'24"E., A DISTANCE OF 197.56 FEET, TO THE POINT OF BEGINNING. SAID LANDS BEING SITUATE WITHIN THE CITY OF MIAMI, MIAMI—DADE COUNTY, FLORIDA, CONTAINING 0.33 ACRES (14,371 SQUARE FEET), MORE OR LESS. NOTES: 1. THE PROPERTY SHOWN HEREON WAS NOT ABSTRACTED FOR OWNERSHIP, RIGHTS—OF—WAY, EASEMENTS OR OTHER MATTERS OF RECORD. 2. THIS SKETCH AND DESCRIPTION IS "NOT VALID" WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER. 3.THE BEARINGS SHOWN HEREON ARE BASED ON A PLAT BEARING OF N.64758'36"E., ALONG THE SOUTHWESTERLY LINE OF TRACT "0", AS SHOWN ON THE PLAT OF WATSON ISLAND SOUTHWEST, RECORDED IN PLAT ROOK 166, PAGE 11, OF THE PU13LIC RECORDS OF MIAMI—DADE COUNTY, FLORIDA. 4. THIS SKETCH DOES NOT REPRESENT A FIELD SURVEY (THIS IS NOT A SURVEY), 5. THIS SKETCH OF DESCRIPTION WAS PREPARED BY THIS FIRM WITHOUT THE BENEFIT OF A TITLE SEARCH. THE LEGAL DESCRIPTION J SHOWN HEREON WAS AUTHORED BY STONER & ASSOCIATES, INC. 6, SEE SHEET 2 OF 2 FOR A GRAPHIC DEPICTION (SKETCH) OF THE PROPERTY DESCRIBED HEREON. CL 7. THE DASHED AREA 1S FOR FUTURE CODE COMPLIANT FUEL HANDLING, CONTAINMENT, SECURITY AND CANOPY AREA, SIZE AND W SHAPE IS APPROXIMATE. Ld B. THE EASEMENT SHOWN HEREON INCLUDES ACCESS TO UTILITIES. m DATE`. Jan 31, 2018 — 2:35pm EST ^ ALE: F:\Cruw\KIMLEY—HORN\2015\15-8320 Watson Island Heli ort Ol—Drowin Easements 15-8320 Parcel B temp Trailer—€smt.dw J CERTIFICATE: v THIS IS r0 CERTIFY THAT THE SKETCH AND LEGAL DESCRIP77ON SHOWN HEREON IS ACCURATE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF, 1 FURTHER CERTIFY THAT THIS SKETCH AND LEGAL DESCRIPTION MEETS THE STANDARDS OF PRACTICE SET FORTH BY THE FLORIDA BOARD OF PROFESSIONAL SURVEYORS AND MAPPERS IN CHAPTER SJ -17, FLORIDA ADMINISTRATIVE CODE, PURSLIANT TO SECTION 472.07, FLORIDA SEAL Q STATUTES. DATE: Jan 31, 2018 REVISIONS DATE BY NOT VALID UNLESS I JAMES D. STONER SEALED HERE WrrH AN EMBOSSED [-J V') p z CV PROFESSIONAL SURVEYOR AND MAPPER NO. 4039 — STATE OF FLORIDA A SURVEYOR'S SEAL IML ASSOCIATES, INC. AND SHALL NOT BE REPRODUCED IN WHOLE OR DATE OF SKETCH: DRAWN BY CHECKED BY FIELD BOOK x00 v I 2016 PERMISSION OF STONER & AssocrATEs, INC. 1/31/16 JD LSG N/A 1 I SHEET 1 OF 2 COPYRIGHT STONER & ASSOCIATES, INC. SURVEYORS -MAPPERS 4341 S.W. 62nd AVE. Florida Licensed Survey Davie, Florida 33314 5 and Mapping Business No. 6633 PARC SCALE: 1" = 60' 0 15 30 60 120 GRAPHIC SCALE LEGEND: SKETCH OF DESCRIPTION 'L "B" TEMPORARY TRAILER EASEMENT WATSON ISLAND HELIPORT CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA Tel. (954) 585-0997 Fax (954) 585-3927 N. F. UNE 7RA C� RIW UNE j, GEIVER PER LA ISLAND D" WArSON AL DOUGLAS MACAR1 uj? M1AM�DAOEOOK CpUN6Y AG S1 RIGH 7— OF --WAY VARIES IN �p AUSEW RECORDS y A Y '7 =Q��� o��q•�oO 64 ?S8. 4pf 6�0�U�4�e� . VO ,pFca asF 90 L"! 78`08 E 157.51' ~� A=0.81' R=227.50' CA=0072'16" P.O.B If A=71.26' R=227.50' CA=17 56'49" A \� 4,,,,A � F e rF[ P.O.0.............. POINT OF COMMENCEMENT P.O.B..... ........ POINT OF SE&NNING M.D.C.R.. . MIAMI-DADE COUNTY RECORDS V 2 A ................ N6s._000" CA .. ............. CENTRAL ANGLE A \� 4,,,,A � F e rF[ P.O.0.............. POINT OF COMMENCEMENT P.O.B..... ........ POINT OF SE&NNING M.D.C.R.. . MIAMI-DADE COUNTY RECORDS R ........... ..... RADIUS A ................ ARC LENGTH CA .. ............. CENTRAL ANGLE � .............. BREAK IN LINE SCALE ............ .. CENTERLINE FILE: F:\Draw\KIVLEY—HORN\2015\15-8320 Watson Island Heliport\01—Drowing\Easernents\U Parcel B SKETCH N0. ND TE: SEE SHEET 1 OF 2 FOR THE LEGAL DESCRIPTION OF THE PROPERTY SHOWN GRAPHICALLY HEREON, SHEET 2 OF 21 Exhibit C Insurance Requirements Linden agrees to have the following policies of insurance in effect and will provide duly authorized certificates of insurance to the Risk Manager for the City of Miami to confirm the existence of such policies of insurance to gain physical access to the parcel(s) of land owned by the City of Miami located on Watson Island which are described in this Easement Agreement. Such policies of insurance are to be in effect no later than the date of physical access to such parcels of land by Linden, its contractors and subcontractors pursuant to this Easement Agreement, except as otherwise noted in this Easement Agreement. Commercial General Liability subject to limits and endorsements as shown below: A. Limits of Liability: Bodily injury and property damage liability each occurrence: $1,000,000 General aggregate limit: $2,000,000 Prod uctslcompleted operations: $1,000,000 Personal and advertising injury: $1,000,000 B. Endorsements required: City of Miami included as additional insured Employees included as insured Independent contractor's coverage Waiver of subrogation Explosion, Collapse and underground hazard Owners Contractors Protective: A. Limits of Liability: Bodily injury and property damage liability each occurrence: $1,000,000 Aggregate limit: $2,000,000 B. City of Miami included as named insured and general contractor as contractor III. Business Automobile Liability A. Limits of Liability (*) Bodily injury and property damage liability combined single limit Any auto, including hired, borrowed, or non -owned autos any one accident: $1,000,000 B. Endorsements required City of Miami included as an additional insured IV. Workers compensation Limits of liability Statutory -State of Florida Waiver of subrogation V. Employers Liability (*) A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Heliport Easement (Parceis A & B) VI. Umbrella/excess liability A. Limit of Liability: $1,000,000 per occurrence and $1,000,000 aggregate B. City of Miami included as an additional insured. (*) Limits on these policies are acceptable at $500,000 as long as supplemented by Umbrella limit of $1,000,000 VII. Builders risk Where applicable, Linden or its contractor agrees to obtain a builders risk insurance policy (comparable to that described in Section 11.1(b) of the Ground Lease), prior to the commencement of construction of certain structures commonly subject to builders risk insurance including but not limited to site administration building and sales center building. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A2 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. Bests Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Notwithstanding the foregoing, Linden may cause its independent contractors to provide some or all of the foregoing insurance coverages, and to the extent that such independent contractors carry such coverages, Linden shall not be required to carry such coverages, so long as the coverages obtained by Linden and such independent contractors together satisfy the requirements of this Easement Agreement Heliport Easement (Parcels A & B) Exhibit D Performance Bond (FORM TO BE PREPARED BY THE LEGAL DEPARTMENT) Heliport Easement (Parcels A & B) Exhibit E Linden Corporate Resolution (To be included prior to Execution) Heliport Easement (Parcels A & 8)