HomeMy WebLinkAbout21 Grant of Easements
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SA 4.2.2.3
This Instrument Prepared By:
Thomas V. Eagan, P.A.
Steel Hector & Davis u..P
4000 First Union Financial Center
Miami, Florida 33131-2398
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GRANT OF EASEMENTS
EQR
ssm SOlJTH DROP.OFF PARKING AND ACCESS EASEMtNT AGREEMENT
(the "Grant of Easement")
KNOW ALL MEN BY THESE PRESENTS THAT:
WEST SIDE PARTNERS, LTD., a Florida limited partnership ("Grantor" or "West
the Southern Portion of
Side"), as the owner of that certain parcel of real property known asASSDI South and more
particularly described on Exhibit A attached hereto and made a part hereof ("SSm South"), in
consideration of the sum of Ten and No/IOO Dollars ($10.00) and other good and valuable
consideration paid to Grantor by the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal
corporation ("Grantee" or "City"), the mailing address of which is 1700 Convention Center Drive,
Miami Beach, Florida 33139, hereby grants, conveys, bargains and sells to Grantee, its successors
and assigns, for the use of such persons as shall from time to time be designated by Grantee, the
following described easements, for the purposes herein expressed, over and across certain portions
of SSDI South (said easements hereinafter sometimes collectively referred to as the "Easement
Parcel") situated in Miami-Dade County, Florida and more particularly described in Exhibit B-1 (the
"North Easement Area") and Exhibit B-2 (the "South Easement Area") attached hereto and hereby
made a part hereof.
TO HAVE AND TO HOLD the easements hereby granted unto Grantee, and its successors
and assigns, upon and subject to the following terms, conditions and reservations:
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1. The easement hereby granted over and across the North Easement Area shall be for
the purposes of providing to Grantee or its successors or assigns, its invitees, agents, employees,
guests, lessees and licensees (including the Marina Lessee, as hereinafter defined), a permanent,
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irrevocable, non-exclusive way of passage, and access in, to, over, under and across the. North
Easement Area for. (i) drop-off parking; (ii) pedestrian and vehicular access and use; (iii) access
to the baywalk by emergency, law enforcement and repair vehicles; and (iv) the construction,
operation and maintenance of underground utility facilities, fixtures and related equipment (whether
electrical, telephone, teleconununication, including cable television, gas, se~er, water and drainage),
to be installed from time to time; with the right to reconstruct, improve, add to, change the size of
or remove such facilities or any of them; to permit the attachment of conduits, wires or cables of any
other company or utility or person and to cut, trim and keep clear all growth or other obstruction that
might endanger or interfere with said facilities; provided, however, that the above described use of
the North Easement Area shall not unreasonably impede or inhibit the use of the North Easement
Area by the Grantor, or otherwise frustrate the rights reserved by the Grantor under this Grant of
Easement.
2. Notwithstanding the foregoing, Grantor reserves unto itself, its successors and
assigns, the permanent, irrevocable, non-exclusive right and privilege of access in, to, over, under
and across the North Easement Area solely for the following uses and purposes: (i) pedestrian access
and use; (ii) access to the baywalk by emergency, law enforcement and repair vehicles; (iii) the
construction, operation and maintenance of underground utility facilities, fixtures and related
equipment (whether electrical, telephone, teleconununication, including cable television, gas, sewer,
water and drainage), to be installed from time to time; with the right to reconstruct, improve, add to,
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change the size of or remove such facilities or any of them; to permit the attachment of conduits,
wires or cables of any other company or utility or person and to cut, trim and keep clear all growth
or other obstruction that might endanger or interfere with said facilities; and (iv) to install, maintain
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and replace landscaping and planters landscaping (whether constructed or reconstructed or to
decorate or otherwise enhance the appearance of any landscaping, including planters, and any related
site improvements), as may be deemed necessary or appropriate to comply with the concept plan
referenced in the 1986 ssm Documents for the development of ssm North and the undeveloped
portion of ssm South in its current form as last approved by the City, as said plan may be further
amended by the parties and approved by the City, from time to time (the "Concept Plan"); and
further, such use of the North Easement Area by the Grantor shall, subject to the provisions of
Paragraph 6 hereof; include: (i) the use of the subsurface of the North Easement Area for any utility
or drainage purpose or other use or purpose which does not unreasonably interfere with the non-
exclusive rights herein granted to Grantee, or its successors or assigns, and its authorized invitees,
agents, employees, guests, lessees, licensees and contractors, including, without limitation, the right
to construct, install, maintain and operate therein electrical, telephone, telecommunication (including
cable television), gas, sewer, water, and drainage fixtures, related equipment and facilities; (ii) the
right to reconstruct, decorate or otherwise enhance the appearance of any landscaping and site
improvements located on the North Easement Area at any time and from time to time, at Grantor's,
its successors' and assigns', cost and expense, provided such construction, decorations and
enhancements are reasonably acceptable to Grantee and otherwise consistent with the Operating
Standards (as defined hereinbelow), and (iii) to allow for minor encroachments (x) resulting from
settlement of any buildings constructed on the adjacent parcel, and (y) for any underground footings
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or similar support devices; provided, however, that the foregoing rights reserved by the Grantor shall
not unreasonably interfere with the continuous use of the North Easement Area as permitted herein
by the Grantee, or its successors or assignees and its invitees, agents, employees, guests, lessees,
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licensees and contractors, and which will not otherwise frustrate the rights granted said parties
hereunder.
3. Subject to the rights reserved in Section 2 above, Grantor and Grantee agree that
(i) Grantee shall make the North Easement Area available for use by the lessee of the contiguous
marina property (the "Marina Lessee") and its invitees, agents, employees, lessees and licenses for
marina operations, and any subsequent lessee of the marina property for marina operations, and
(ii) neither the Grantor nor the Grantee shall construct or permit to be constructed upon the North
Easement Area any buildings, structures or other above ground improvements of a similar nature,
except as provided on the Concept Plan or as herein expressly provided,
4. The easement hereby granted over and across the South Easement Area shall be for
the purposes of providing to the Grantee, or its successors or assigns, and the Marina Lessee, and
said parties' invitees, agents, employees, guests, lessees and licensees, a permanent, irrevocable, and
non-exclusive way of passage, and access in, to, over, under and across the South Easement Area
for the following uses and purposes: (i) pedestrian access and use; (ii) access to the baywaik by
emergency, law enforcement and repair vehicles; (iii) the construction, operation and maintenance
of underground utility facilities, fixtures and related equipment (whether electrical, telephone,
telecommunication, including cable television, gas, sewer, water and drainage), to be installed from
time to time; with the right to reconstruct, improve, add to, change the size of or remove such
facilities or any of them; to permit the attachment of conduits, wires or cables of any other company
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or utility or person and to cut, trim and keep clear all growth or other obstruction that might endanger
or interfere with said facilities and (iv) to allow for minor encroachments (x) resulting from
settlement of any buildings constructed on the adjacent parcel, and (y) for any underground footings
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or similar support devices; provided, however, that the above described use of the South Easement
Area shall not unreasonably impede or inhibit the use of the South Easement Area by the Grantor,
or otherwise frustrate the rights reserved by the Grantor under this Grant of Easement.
S. Notwithstanding the foregoing, Grantor reserves unto itself, its successors and
assigns, the permanent, irrevocable, non-exclusive right and privilege of access in, to, over, under
and across the South Easement Area solely for the following uses and purposes: (i) pedestrian access
and use, as well as vehicular access and use in order to have ingress to and egress from the project
to be developed on the southern portion ofSSDI South; (ii) access to the baywalk by emergency, law
enforcement and repair vehicles; (iii) the construction, operation and maintenance of underground
utility facilities, fixtures and related equipment (whether electrical, telephone, telecommunication,
including cable television, gas, sewer, water and drainage), to be installed from time to time; with
the right to reconstruct, improve, add to, change the size of or remove such facilities or any of them;
to permit the attachment of conduits, wires or cables of any other company or utility or person and
to cut, trim and keep clear all growth or other obstruction that might endanger or interfere with said
facilities; and (iv) landscaping (whether constructed or reconstructed or to decorate or otherwise
enhance the appearance of any landscaping, including planters, and any related site improvements),
as may be deemed necessary or appropriate to comply with the Concept Plan, and further, such use
of the South Easement Area by the Grantor shall, subject to the provisions of Paragraph 6 hereof,
include: (i) the use of the subsurface of the South Easement Area for any utility or drainage purpose
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or other use or purpose which does not unreasonably interfere with the non-exclusive rights herein
granted to Grantee, or its successors or assigns, and its authorized invitees, agents, employees,
guests, lessees, licensees and contractors, including, without limitation, the right to construct, install,
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maintain and operate therein electrical, telephone, telecommunication, gas, gasoline, sewer, water,
and drainage fixtures, related equipment and facilities; and (ii) the right to reconstruct, decorate or
otherwise enhance the appearance of any landscaping and site improvements located on the South
Easement Area at any time and from time to time, at Grantor's, its successors' and assigns', cost and
expense, provided such construction, decorations and enhancements are reasonably acceptable to
Grantee and otherwise consistent with the Operating Standards; provided, however, that the
foregoing rights reserved by the Grantor shall not unreasonably interfere with the continuous use of
the South Easement Area as permitted herein by the Grantee, or its successors or assignees and its
invitees, agents, employees, guests, lessees, licensees and contractors, and which will not otherwise
frustrate the rights granted said parties hereunder.
6. The parties agree that in connection with each of their respective rights to install and
maintain utilities in the subsurface of the Easement Parcel pursuant to this Grant of Easement, each
party (i) shall notify the other of its intention to install, repair or otherwise maintain such utilities,
(ii) shall cooperate fully with the other party and take such steps as may be necessary to insure that
any such installation, maintenance or repair of said utilities will not interfere with the use or
functioning of existing utilities, (iii) shall, to the extent feasible, integrate any proposed installation,
maintenance or repair with any proposed work ofa similar nature by the other party, and (iv) shall
not unreasonably interfere with the use of the Easement Parcel by the other party as permitted under
this Grant of Easement.
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7. The parties acknowledge and agree that the Easement Parcel is intended to be used
and maintained in a first-class manner and otherwise consistent with the high standard of the
properties located adjacent to the Easement Parcel which is owned by Grantor and the highest
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standards in the City of Miami Beach. The parties shall reasonably determine standards of use and
maintenance consistent with the foregoing sentence and which at a minimum will include 24-hour
a day security (provided that Grantee shall not be obligated to hire private security and may provide
the requisite security through the City of Miami Beach municipal police force), routine refuse
removal and first-class maintenance and repair. Grantor, Grantee and the Marina Lessee shall have
ninety (90) days form the date offull execution hereof to reasonably prepare, review and approve
written reasonable initial use and maintenance standards. In the event Grantor, Grantee and/or the
Marina Lessee shall disapprove of the proposed standards, any disapproval shall be set forth in
writing and shall specifY the specific written reasons therefor within said 90-day period. In the event
that the standards are not responded to in writing within said 90-day period, the proposed standards
shall be deemed approved. Good faith efforts shall be used to mutually agree upon such standards.
Any dispute as to use and maintenance standards which the parties are unable to resolve within the
45 day period shall, pursuant to paragraph 9.7 of that certain Agreement dated November 7, 1995,
by and among Grantee, the Miami Beach Redevelopment Agency and various Portofino Entities,
including the Grantor, as recorded ill Official Records Book 16987, Page 1197 of the Public Records
of Miami-Dade County, Florida (the "New Development Agreement")be submitted for resolution
to the Circuit Court of the 11th Judicial Circuit, Miami-Dade County, Florida. The parties agree to
use good faith efforts to mutually agree to such standards. The use and maintenance standards,
including rules and regulations, as so promulgated and approved are hereinafter collectively referred
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to as the "Operating Standards." The Marina Lessee shall be responsible, at its sole cost and
expense, for the maintenance of the North Easement Area in accordance with the Operating
Standards, while West Side shall be responsible, at its sole cost and expense for the maintenance of
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the South Easement Area, in accordance with the Operating Standards, provided that the Marina
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Lessee or West Side shall be pennitted to make non-material modifications to such standards
provided such modifications do not materially reduce overall standards of quality established by the
Operating Standards. Any failure by the Marina Lessee and/or West Side to properly maintain the
parcel for which they are responsible in substantial accordance with the Operating Standards shall
be deemed a default hereunder. In connection with the use of the North Easement Area by the
Grantee and/or the Marina Lessee, if there is no Marina Lessee , the City, shall bear all costs and
expenses associated with the use and maintenance of said parcel, and shall comply with all
applicable governmental laws, rules, regulations and codes; provided, however, that if the Marina
Lessee shall be in default beyond any applicable cure periods then either the City and/or the Grantor
may pursue any and all remedies available under Florida law against the Marina Lessee.
8.
8 _ 1 Grantee, or its successors and assigns, shall be liable and responsible, to the
extent permitted by law, for any costs, liabilities, claims or damages, including, without
limitation, reasonable attorneys' fees and disbursements at the trial level and all levels of
appeal, relating to death of or injury to persons, or loss of or damage to property, incurred
by Grantor, its successors and/or assigns in title to the Easement Parcel, and resulting from,
arising out of, or incurred in connection with the use of the Easement Parcel by the public
generally or by Grantee, or its successors or assigns, and their respective invitees, agents,
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employees, guests, lessees or licensees in connection with the easement herein granted or
such use of the Easement Parcel. Grantee, or its successors and assigns shall defend any and
all claims asserted against Grantor, its successors and/or assigns, resulting from, arising out
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of, or incurred in connection with use of the Easement Parcel by the public generally or by
Grantee or Grantee's invitees, agents, employees, guests, lessees or licensees in connection
with the easement herein granted or such use of the Easement Parcel. In such event, Grantee
shall be entitled to select counsel of Grantee's choice to defend the claim; provided,
however, the Grantor shall be permitted, at its cost and expense, to retain independent
counsel to monitor the claim proceeding. Notwithstanding anything contained herein to the
contrary, neither Grantee nor its successors or assigns shall be obligated or liable to Grantor
or any third parties for any costs, liabilities, expenses, losses, claims or damages, including,
without limitation, reasonable attorneys' fees or disbursements at the trial level and all levels
of appeal, in respect of third party claims relating to death of or injury to persons, or loss of,
or damage to, property, and resulting from, arising out of or incurred in connection with the
use of the Easement Parcel by the public generally or by the Grantee, or its successors and
assigns, and their respective invitees, lessees, agents, employees, guests or licensees in
connection with the easement herein granted or the use of the Easement Parcel, for amounts
in excess of those limitations on the statutory waiver of sovereign immunity provided under
Florida Statute ~ 768.28 (or any successor statute thereto), or in respect of claims resulting
from the intentional or negligent acts of Grantor, its officers, invitees, lessees, employees,
agents, guests, licensees or contractors.
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8.2 Grantor and its successors and assigns shall be liable and responsible, to the
extent permitted by law, for any costs, liabilities, claims or damages, including, without
limitation, reasonable attorneys' fees and disbursements at the trial level and all levels of
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appeal, relating to death of or injury to persons, or loss of or damage to property, incurred
by Grantee, its successors and assigns, and resulting from, arising out of or incurred in
connection with, use of the Easement Parcel by Grantor, its successors and/or assigns, and
their respective invitees, lessees, agents, employees, guests, licensees or contractors, or with
respect to a breach of any provision of this Grant of Easement by Grantor or its successors
and assigns, or with respect to the intentional or negligent acts of Grantor, its officers,
invitees, lessees, employees, agents, licensees or contractors. Further, Grantor and/or its
successors or assigns shall defend any and all claims asserted against Grantee, and/or its
successors or assigns, resulting from, arising out of or incurred in connection with, use of the
Easement Parcel by Grantor, its successors and/or assigns, and their respective invitees,
lessees, agents, employees, guests or licensees, to the extent resulting from the inten~i~nal
or negligent acts of Grantor, its officers, invitees, lessees, employees, agents, licensees or .
contractors or a breach of any provision of this Grant of Easement. In such event, Grantor
shall be entitled to select counsel of Grantor's choice to defend the claim, however, Grantee
shall be permitted, at Grantee's cost and expense, to retain independent counsel to monitor
the claim proceeding. Prior to using the Easement Parcel for the purposes described in this
Grant of Easement, West Side shall obtain a liability insurance policy, along with the
appropriate endorsement showing the City and the Marina Lessee as an additional insured
and shall provide a copy of said policy and endorsement to the City and the Marina Lessee,
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and ifand to the extent obtainable by West Side (or its successor or assign), such policy must
be continuously maintained by West Side or replaced with another acceptable policy upon
the expiration of the original policy, and said policy shall provide coverage in connection
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with the use of the Easement Parcel by West Side (its successors and assigns) and their
invitees, agents, employees, lessees and licensees, for such coverage amounts as are
commercially reasonable for similar types offacilities. In the event that West Side fails to
provide proof of renewal for said liability insurance policy or policies to the City the
expiration date of said policy or policies, then the City may renew such liability insurance
policy or policies and West Side or its successor or assign shall promptly reimburse the City
for said premium within thirty (30) days of receipt of written demand for payment from the
City.
8.3 By execution of the Joinder attached hereto, the Marina Lessee agrees to abide
by the terms and conditions of this Grant of Easement and indemnifies West Side and the
City and holds West Side and the City harmless from any costs, expenses (including; but not
limited to attorneys' fees and court costs, at the trial court and any appellate levels) and
damages relating to death of or injury to persons, or loss of or damage to property, including,
but not limited to, any violation by the Marina Lessee, its invitees, agents, employees, guests,
lessees or licensees of any laws, rules, regulations or ordinances regarding hazardous
materials, hazardous wastes, hazardous substances, solid waste or pollution, whether now
existing or hereafter enacted or promulgated, as they may be amended from time to time
("Environmental Laws"), any presence, release, or threat of release of hazardous materials,
hazardous wastes, hazardous substances, solid waste or pollution, at, upon, under, from or
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within the Easement Parcel arising out of the activities of the Marina Lessee, its invitees,
agents, employees, guests, lessees or licensees, the failure of Marina Lessee, its invitees,
agents, employees, guests, lessees or licensees to duly perform any obligations or actions
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required to be taken under any Environmental Laws, including, without limitation, the
imposition by any governmental authority of any lien or so-called ~super priority lien" upon
the Easement Parcel, any clean-up costs, liability for personal injury or property damage or
damage to the environment, and any fines, penalties, and punitive damages, or any fines or
assessments arising out of failure of the Marina Lessee, its invitees, agents, employees,
guests, lessees or licensees to comply with any laws, rules, regulations or ordinances
governing the use of the Easement Parcel, which West Side and/or the City incur as a result
of the Marina Lessee and its invitees, agents, employees, lessees and licensees using the
Easement Parcel, but excluding claims resulting from the intentional or negligent acts of
West Side or the City; provided, however, that the foregoing indemnity will not negate or in
any way abrogate the City's indemnification of the Marina Lessee pursuant to the terms and
conditions of Section 3.12 of the First Amendment to the Marina Lease. The Marina Lessee
shall defend any such claim asserted against West Side, its successors and/or assigns, and/or
the City, its successors and/or assigns, resulting from, arising out of, or incurred in
connection with said use of the Easement Parcel pursuant to this Grant of Easement. In such
event, the Marina Lessee shall be entitled to select counsel of its choice to defend the claim;
provided, however, that West Side (its successors and assigns) and/or the City (its successors
or assigns), shall be permitted, at its cost and expense, to retain independent counsel to
monitor the claim proceeding. Prior to taking possession of the Easement Parcel, the Marina
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Lessee shall provide to the City and West Side a copy of its liability insurance, along with
the appropriate endorsement showing the City and West Side as additional insureds, which
must be continuously maintained by the Marina Lessee or replaced with another acceptable
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policy prior to the expiration of the original policy, and said policy shall provide insurance
coverage in a commercially reasonable amount for similar type facilities. In the event that
the Marina Lessee fails to provide a copy of the renewal information for said liability
insurance policy or policies to the City and West Side prior to the expiration date of said
policy or policies, then the right to use the Easement Parcel shall cease until such time as a
copy of said renewal information for said liability insurance policy or policies is provided
to the City and West Side. In the event that the Marina Lease expires, or is canceled or
terminated, and a new lease for the Marina is not immediately entered into, then, for the
period of time that there is no Marina Lease or a new lease for the Marina, the City shall be
liable and responsible, to the extent permitted by law, for any costs, liabilities, claims or
damages, including, without limitation, reasonable attorneys' fees and disbursements at the
trial level and all levels of appeal, relating to death of or injury to persons, or loss of or
damage to property, incurred by West Side, its successors and/or assigns to the subject
property, and resulting from, arising out of, or incurred in connection with the use of the
Easement Parcel pursuant to the terms of this Grant of Easement. The City shall defend any
such claim asserted against West Side, its successors and/or assigns, resulting from, arising
out of, or incurred in connection with said use of the Easement Parcel pursuant to this Grant
of Easement. In such event, the City shall be entitled to select counsel of its choice to defend
the claim; provided, however, that West Side (its successors and assigns), shall be permitted,
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at its cost and expense, to retain independent counsel to monitor the claim proceeding.
",.;,"
Notwithstanding anything contained herein to the contrary, the City (without limiting in any
way the liability of the Marina Lessee) shall not be obligated or liable to West Side (its
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successors and assigns) or any third parties for any costs, liabilities, expenses, losses, claims
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or damages, including, without limitation, reasonable attorneys' fees or disbursements at the
trial level and all levels of appeal, in respect of third party claims relating to death of or
injury to persons, or loss of, or damage to, property, and resulting from, arising out of or
incurred in connection with said use of the Easement Parcel pursuant to this Grant of
Easement, for amounts in excess of those limitations on the statutory waiver of sovereign
immunity provided under Florida Statute ~768.28 (or any successor statute thereto), or in
respect of claims resulting from the intentional or negligent acts of West Side (its successors
and assigns), and their respective officers, invitees, lessees, employees, agents, guests,
licensees or contractors.
9. This Grant of Easement shall inure to the benefit of and be binding upon Grantor, and
its successors and assigns, except that Grantor or such successor or assignee in title to the Easement
Parcel, as the case may be, shall be released of all future obligations and liabilities hereunder upon
conveyance of its interest in the property encumbered hereby; provided, however, that any such
transferee of Grantor or its successor or assignee, as the case may be, shall be bound by all such
terms and conditions of this Grant of Easement, and the Grantor shall remain liable for all ofits
obligations and liabilities under this Grant of Easement in connection with any matter that arose or
occurred prior to the conveyance of its interest in the property encumbered hereby. For purposes of
this Grant of Easement, Grantor shall only be permitted to assign Grantor's rights hereunder to (and
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Grantor's successors shall only include) successor developer(s) or mortgage lenders of the
development parcel(s) located adjacent to the Easement Parcel and/or association(s) designated with
the responsibility of maintenance of common areas in connection with the development or operation
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of such adjacent development parcel(s). Grantor's successors and/or assigns shall not include
individual unit owners or individual renters unless such unit owners. or renters are successor
developer(s) and/or association(s) as described above. An assignment of Grantor's rights hereunder
shall only be effective if a specific written assignment (including an acceptance by the successor
developer(s) andlor association(s)) is recorded in the Public Records of Miami-Dade County,
Florida. This Grant of Easement shall be binding upon Grantee and its successors and assigns, and
shall inure to the benefit of Grantee and its successors and assigns.
10. The parties hereto agree that West Side or its successors or assigns shall pay all real
estate taxes assessed against the Easement Parcel; provided, however, that West Side or its
successors or assigns shall be reimbursed by the Marina Lessee, or if there is no lessee of the
contiguous marina property, the City, for real estate taxes assessed against the North Easement Area;
said reimbursement to be paid to West Side within 30 days after West Side delivers to Marina Lessee
(with a copy to the City) or if there is no lessee of the contiguous marina property, the City, written
demand for said payment, along with a copy of the current tax bill. West Side shall try to secure a
separate tax folio number for the land encumbered by the North Easement Area.
11. In the event of a default hereunder, the non-defaulting party shall be entitled to seek
all remedies available at law or in equity, except for rescission, revocation or termination of this
Grant of Easement.
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12. Notwithstanding anything to the contrary set forth herein, this Grant of Easement shall
be perpetual.
13. The parties hereto have agreed thatthe Grantor and its successors and assigns shall
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be permitted to include the North Easement Area and the South Easement Area in any zoning or
planning calculations, including, without limitation, set backs, floor area ratio, lot size and/or
frontage, as though this Grant of Easement did not exist.
. 14. This Grant of Easement constitutes the entire agreement between the parties hereto
relative to the easement hereby granted, and any agreement or representation which is not expressly
set forth herein and covered hereby is null and void. Except as set forth herein, there are no
promises, representations, or understandings between the parties of any kind or nature whatsoever.
Any amendment, modification, or supplement to this Grant of Easement must be in writing and
executed by both Grantor and Grantee. Waiver of any breach of any term or provision hereof shall
not be deemed a waiver of any subsequent breach of the same or any other term or provision hereof.
IS. This instrument may be executed in any number of counterparts, each of which shall
be deemed an original for all purposes and all of which shall be one and the same document.
16. If any provision or portion thereof of this Grant of Easement is declared or found by
any court of competent jurisdiction to be unenforceable or null and void, such provision or portions
thereof shall be deemed stricken and severed from this Grant of Easement, and the remaining
provisions and portions thereof shall continue in full force and effect. If a portion is so stricken, it
is the intention of the parties that the court give such provision its nearest valid and legal meaning.
17. This Grant of Easement shall be construed and governed in accordance with the laws
of the State of Florida without application of the conflict oflaw principles. All of the parties to this
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Grant of Easement have participated fully in the negotiation and preparation hereof; and,
accordingly, this Grant of Easement shall not be more strictly construed against anyone of the parties
hereto.
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18. Any notices required or permitted to be given under this Grant of Easement shall be
in writing and sha1l be deemed to have been given if delivered by hand, sent by recognized overnight
courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested,
in a postage prepaid envelope, and addressed as follows:
If to the Grantee
at:
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager
With copies to:
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Attorney
and
Steel Hector & Davis LLP
4000 First Union Financial Center
Miami, FL 33131
Attn: Thomas V. Eagan, PA
If to West Side:
404Washin~onAvenue
Miami Beach, Florida 33139
Attn: Margaret Nee
With a copy to:
Greenberg, Traurig, PA
1221 Brickell Avenue
Miami, Florida 33131
Attn: Matthew B. Gorson, Esq.
If to Marina Lessee:
Miami Beach Marina Associates, Ltd.
Miami Beach Marina
300 Alton Road
Miami Beach, FL 33139
Attn: Robert W. Christoph
.1A'lTIX&Vt......l .- UI.OVl~1AS
17
......
. ,
With copy to:
Carter McDowell, Esquire
Bilzin Sumberg Dunn & Axelrod LLP
2500 First Union Financial Center
Miami, Florida 33 13 I
Notices personally delivered or sent by overnight courier shall be deemed given on the date
of delivery and notices mailed in accordance with the foregoing shall be dl:emed given three (3) days
after deposit in the U.S. mails. A party may change its address by sending a notice of such change
in accordance with the provision of this Paragraph.
19. Time is of the essence in this Grant of Easement, and no extension of time shall be
deemed granted unless made in writing and executed by both Grantor and Grantee.
IN WITNESS WHEREOF, Grantor and Grantee have caused this Grant of Easement to be
executed in its name by its undersigned duly authorized officers and its corporate seal to be hereunto
~
affixed, as ofthe~ day Of~ 19~.
Signed, sealed and delivered WEST SIDE PARTNERS, LTD., a Florida limited
in the presence of: partnership
By:
N
Title:
a Florida
By:
Name:
Title: Mayor
Attest: _~~ ftU~
BEACH, FLORIDA,
ation
N e:
R<r.
Name:
I
18
'....TfOlUV1.-_1 .-.....~.._.....
'\A~_l ..,.'q:l"'-u....W
19
Name: .Jl.,; {J t1t r f /t-U lI-UfL
Title: City Clerk
.
APPROVED AS TO
FORM & LANGUAGE .
& FOR EXECUTION
s~~
Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI- DADE )
THE MIAMI BEACH REDEVELOPMENT
AGENCY, a public agency organized and existing
pursuant to the Community Redevelopment Act of
1969, as amended, Chapter 163, Part III Florida
:";~ ft!J{ .
The foregoing instrument was acknowledged before me this IZft day of AfrJ '
1991, by 1ho.ne-, j;zw.-- ,asJAlW of West Side Partners, Inc., a Florida
corporation, General Partner of West Side Partners, Ltd., a Florida limited partnership,
on behalf of the corporation and partnership. ~she personally appeared before me, is personally
known to me or produced as i e
[NOTARIAL SEAL]
OFFICIAL NarARY SEAL
STEVEN M HELFMAN
NarARY PUBUC srATE OF FLORIDA
COMMISSION NO. CC726651
MY COMMISSION EXP. APR. 14.2002
'IATt'lX&YI....._ .- ._.._l1li
Notary:
Print Name:
Notary Public, te of Florida
My Commisso n Expires:
Commission Number:
APPROVED /fS 10
FORM & LANGUAGE
& FOR EXECUnON
:l:!1.&!(lL W~f
op Agency Date
Genoml Counsel
20
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instru~ent was acknowledged before me this~ay of f1 t&<j .
199.1. by ~;, 1st.> O. K./l.ctit,J. as HUfqy- of City of Miami Beach,.Florida, a municipal
corporation, on behalf of the municipal corporation. He/sill personally appeared before me, is
p~rsonal1y known to me or produced as ident}fication.
[NOTARIAL SEAL]
~
Notary' tA "j
. Print Name: .. ;;::dtl$
Notary Public, State of Florida
My Commission Expires: c;-~- 'Z-CO"2-
Commission Number: ce) J")>.J, 7:n..-
OFACIAL NOTARY SEAL
LILLIAN BEAUCHAMP
NOTARY pUBLIC STATE OF FLORIDA
COMMISSION NO. cC738372
MY COMMISSION EXP. APR. 29 2002
STATE OF FLORIDA
)
) SS:
)
COUNTY OF MIAMI-DADE
!he fore~oing !nstrument was. acknowledged before me this~ay of J.i64f ,1911
by Ak,IP~ D. 'rfJJ.df") as ~/rM q,J of The Miami Beach Redevelopment Agency, a
,public agency organized and existing pursuant to the Community Redevelopment Act of 1969, as
amended, Chapter 163, Part ill Florida Statutes. HeI~personal1y appeared before me, is personally
~own to me nr produced - .. as identification. -
[NOTARIAL SEAL]
~~~z/t:fI:~~
Notary Public, State of Fun'elL
My commission expires: I{- 7J;- z.co~
~~F1CIAL ~~lfcr&\1i
OT."~~CSTATEOFFLORIDA
N "" NO CC73B37l
MY ~~~i~g;\ EXP APR. 29,2002
'",fIOdIIUllIl'I'cr' _UClftlD&AlI
21
JOINDER
The undersigned, MIAMI BEACH MARINA ASSOCIATES, LTD., a Florida limited
partnership, as the Marina Lessee, hereby joins in the foregoing Grant ofEas"ment for purposes of
confirming its agreement to the provisions thereof and for the purpose of submitting itself to the
jurisdiction of the Court in order to resolve any disputes arising out of establishing the Operating
Standards, as described in Paragraph 7 in the foregoing Grant of Easement.
MIAMI BEACH MARINA ASSOCIATES, LTD., a
Florida limited partnership
By: SoBe Marine, Inc., a Florida corporation,
general partner
Name:
STATE OF$;:O A. )
) SS:
COUNTY 0 )
The foregoing instrument was acknowledged before me t~~f /7 .0; 1911
by Robert W. Christoph as President of SoBe Marine, Inc., a Florida corpora~is the
general partner of Miami Beach Marina Associates, Ltd., a Florida limited partnership, on behalf of
the corporation and tl)e .p~eJshe personally a~pem:ed b7fore me, is personally known to
me or produce~ as Identlficauon.
[NOTARIAL SEAL]
,---~
Notary Public, State of
My commission expires:
22
OFFlC1AL NOfARY SEAL
DIANNE CAPESTANY
NOTARY PUBUC STATE OF FLORIDA
COMMISSION NO. CC/,lll1ffl
MY COMMISSIQ.N EXP. AUG. 12 1
,IATflIItM-_o.."--,.4C>I1rt.W
CONSENT AND SUBORDINATION
The undersigned, ORlX USA CORPORATION, a Delaware corporation, as the holder of
the leasehold mortgage encumbering the Marina Lease, and recorded in Official Records Book
17673, Page 2862 of the Public Records of Miami- Dade County, Florida, hereby consents to the
foregoing Grant of Easement -and subordinates the lien of said mortgage to the rights granted in
said Grp.nt of Easement.
ORlX USA CORPORATION, a Delaware
corporation
~:~~\~
~.
Name: .P. ::.s-o,.q C).J ).A-,.
f.'
b~ft
STATE OF FL
)
COUNTY OF PO f:::::rDr-J
) SS:
)
foregoing instrument was acknowledged before me this ~day of 'b.P: ,19i?
by S/<:: IV , as t/ie.. r=:......EkG IJ f.' I\. of ORlX
USA CORPORA ION, a Delaware corporation, on behalf of the corporation. He/she personally
appeared before me, is personally known to me or produced as
identification.
[NOTARIAL SEAL]
NO~~~V
Print Name: -0 1tJ?l-r-
Notary Public, State of
My commission expires:
NotarY PubliC. FuROR county. Georgia
Mr eo...mIIIlon ElcpIr8a JIIioJ 28. 2001
-- -
J'\A~I.~otTIllU"'$
23
CONSENT AND SUBORDINATION
The undersigned, CITY NATIONAL BANK OF FLORIDA, a national banking
association, as the holder of that certain Mortgage recorded in Official Records
Book 17913 ,Page 2522 , of the Public Records of Miami-Dade County,
Florida, which encumbers a portion of SSDI South, hereby consents to the
execution and recordation of the foregoing Grant of Easements and
subordinates the lien of said Mortgage to the Grant of Easements as defined
therein.
CITY NATIONAL BANK OF FLORIDA,
a national banking corporatjon
By:~h
Name:
~~/.r /2... (~
Title:
~~~-~
Name: Glol2<:..... PeJ.o...e....i..--C;...hovLt'
)'VP
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE)
The fore~g instrumel}l as a knowledge~ be~ore m~ ~ day of
April,1999,bY'(3AR~, as~ ~ of
CITY NATIONAL BANK F FLORIDA, a national banking association, on behalf
of the bank. He/she personally appeared before me, is personally known to me
or produced as identification. -
')
[Notarial Seal]
~AV~tI .
o ..(. EIio A. I<odnguez
~ ~~COMMISSlON N" cc 660410
~ '.. EXP, JUNe 15.2001
..~ .R BONDED lHIlU
0, ,,0 WESTERN SURE1V COMPANY
EXHIBIT "A"
SOUTHERN PORTION OF SSDI SOUTH
Lots 1 through 7, inclusive, and Southeasterly 30.00 feet of Lot 8, the northwesterly line
of said 30.00 feet being parallel to the common line between Lots 7 and 8, in Block 111,
of OCEAN BEACH FLORIDA ADDITION NO.3, according to the Plat thereof, as
recorded in Plat Book 2, at Page 81, of the Public Records of Dade County, Florida,
together with the accretions thereto;
ALSO:
That part of Bisoayne Street (also known as Biscayne Avenue) as shown on said Plat of
OCEAN BEACH FLORIDA ADDITION NO.3, lying westerly of the southerly
projection of the west Right of Way line of Jefferson Avenue as shown on said Plat and
being bounded on the west by Biscayne Bay, together with the accretions thereto;
ALSO:
All that part of the North 132.0 feet of Section 10, Township 54 South, Range 42 East,
described as: Beginning at a point on the Northern boundary of said Section 10, which is
intersected by the Easterly boundary of Jefferson Avenue extended Southerly across
Biscayne Street as a point or place of beginning; thence Southerly continuing the
Easterly boundary of Jefferson Avenue extended for a distance of 132.0 feet to a point;
thence Westerly 208.1 feet more or less along a line parallel to and 132.0 feet Southerly
from the Northern line of said Section 10 to Biscayne Bay; thence Northwesterly
meandering the Bay to the intersection of the Northern line of Section 10; thence
Easterly along the Northern line of Section 10, 285.0 feet more or less to the point or
place of beginning (the Northerly boundary of said Section 10 being common with the
Southerly boundary of Biscayne Street); Also described as: All of that part of the North
132.0 feet of Section 10, Township 54 South, Range 42 East, known as Tract A or the
Smith Company Bay Front Tract, more particularly described as follows, to wit:
Bounded on the North by the Northern line of said Section 10; bounded on the East by
the East line of Jefferson Avenue extended; bounded on the South by a line parallel to
and distant 132.0 feet South of the Northern line of said Section 10, and bounded on the
West by Biscayne Bay, together with the accretions thereto.
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