Loading...
HomeMy WebLinkAboutR-2025-042 Easement to FEC RR Near Sheridan Street Railroad TracksRESOLUTION NO. 2025-042 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN EASEMENT AGREEMENT OVER A PORTION OF SHERIDAN STREET BY THE RAILROAD TRACKS, WHICH IS CITY OWNED PROPERTY ALLOWING FLORIDA EAST COAST RAILWAY, LLC TO INSTALL A SIGNAL HOUSE; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Dania Beach owns land by the railroad tracks at Sheridan Street, which parcel is identified in Exhibit A to the Easement Agreement, which document is incorporated by reference and attached hereto, and WHEREAS, Florida East Coast Railway, LLC , a Florida limited liability company, is seeking to install a signal house, which will encroach on the City’s property, and requires the execution of an easement; and WHEREAS, City Administration is requesting that the appropriate City officials execute an easement agreement over City property with Florida East Coast Railway, LLC. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the above “Whereas” clauses are ratified and confirmed, and they are made a part of and incorporated into this Resolution by this reference. Section 2. That the proper City officials are authorized to execute the easement agreement over the City’s property in favor of the Florida East Coast Railway, LLC, as provided for in Exhibit A. Section 3. That the City Manager and City Attorney are authorized to make minor revisions to the services Agreement as are deemed necessary and proper and in the best interest of the City. Section 4. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 5. That this Resolution shall be effective 10 days after passage. 2 RESOLUTION #2025-042 PASSED AND ADOPTED on March 31, , 2025. Motion by Vice Mayor Salvino, second by Commissioner Lewellen FINAL VOTE ON ADOPTION: Unanimous X Yes No Commissioner Lori Lewellen ____ ____ Commissioner Luis Rimoli ____ ____ Commissioner Archibald J. Ryan IV ____ ____ Vice Mayor Marco Salvino ____ ____ Mayor Joyce L. Davis ____ ____ ATTEST: ELORA RIERA, MMC JOYCE L. DAVIS CITY CLERK MAYOR APPROVED AS TO FORM AND CORRECTNESS: EVE A. BOUTSIS CITY ATTORNEY After Recordation Return this instrument to: Ambarina A. Perez, Esq. Florida East Coast Industries P.O. Box 164739 Miami, FL 33116 (Space Above for Recorder’s Use Only) Folio Numbers: GRANT OF EASEMENT THIS INDENTURE (“Grant of Easement”), made this _____ day of ______________, 2024, between THE CITY OF DANIA BEACH, a municipal corporation of the State of Florida, (hereinafter called “GRANTOR”), and FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company, with an address at 7150 Philips Highway, Jacksonville, FL 32256 (hereinafter called “GRANTEE”). WHEREAS, GRANTOR is the owner of the land located at ______________ (Folio number: _______________) which lies and is situated in the City of Dania Beach, Broward County, Florida, (hereinafter called “Property”). W I T N E S S E T H: 1. Grant of Easement. THAT the GRANTOR, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged by the GRANTOR, has granted and does hereby grant to the GRANTEE, its successors and assigns, forever, the right and privilege of the 2 following: (i) an exclusive, perpetual and permanent easement (“Facilities Easement”) on a portion of the Property of the GRANTOR, shown and described on EXHIBIT “A” attached hereto and made a part hereof, (hereinafter called the “Facilities Easement Area”) for railroad purposes, including to operate signal equipment which exists for the benefit of public safety and to access (including, without limitation, pedestrian and vehicular ingress and egress), install, place, construct, use, maintain, alter, repair, replace and/or remove a railroad signal house, ancillary support equipment, foundation and fixture connections, including, without limitation such conduit and cables required for power, communications and connectivity lines for and to the equipment located upon the Facilities Easement Area (collectively, the “Facilities”), and (ii) a non-exclusive, perpetual and permanent easement for pedestrian and vehicular ingress, egress and access on, over, across and upon such portions of the Property as reasonably necessary to access the Facilities Easement Area (hereinafter called the “Maintenance Easement Area", and together with the Facilities Easement Area, collectively referred to herein as the “Easement Areas”) (for the purpose having access to the Facilities Easement Area for performing such maintenance, alteration, repair, replacement and/or removal of the Facilities within the Facilities Easement Area (the “Maintenance Easement”, and together with the Facilities Easement, collectively referred to herein as the “Easements”). The GRANTEE shall regulate the installation and future operations of the Facilities so as not to unreasonably interfere with normal operations of the GRANTOR on the Property (other than the Easement Areas); however, the GRANTEE shall have full right to enter upon the Easement Areas at any time when normal operations or emergency repairs of the Facilities are required. 2. Indemnity. (a) By acceptance of this instrument, the GRANTEE agrees to indemnify, defend, and its sole cost and expense, save and hold harmless the GRANTOR from and against all third-party suits, claims, judgments, and all third-party loss, damage, costs or charges, including reasonable attorney’s fees and court costs (collectively, the “Claims”) asserted against the GRANTOR to the extent arising directly from or caused by the GRANTEE’S or its employee’s installation, maintenance, repair, or use of the Facilities 3 within the Easement Areas; provided, however, in no event shall GRANTEE be required to indemnify GRANTOR for any Claim to the extent resulting from the negligence or willful misconduct of GRANTOR, its employees, agents or contractors. This indemnification shall survive any cancellation of this Agreement. (b) GRANTEE shall cause any contractor engaged by GRANTEE in connection with activities undertaken upon the Easement Areas to: (1) indemnify, save, hold harmless and defend the GRANTOR and the GRANTEE for the negligent acts or omissions of such contractor and its subcontractor(s) in connection with any activities undertaken on the Easement Areas and (2) obtain and provide to GRANTOR a certificate of insurance in accordance to EXHIBIT B. 3. Facilities and Reservation of Rights. The GRANTOR expressly approves the Facilities existing in the Facilities Easement Area as of the date of this Grant of Easement. It is further understood and agreed by and between the parties hereto that GRANTOR reserves itself, its heirs and assigns, all other rights not specifically granted herein, including but not limited to the right to construct streets, cross and recross said Easement Areas, and the right to erect light or telephone lines or any other improvements which do not unreasonably interfere with the safe operation of the Facilities by the GRANTEE and the use of the Easement Areas in accordance with this Grant of Easement on an ongoing basis. 4. Damage to Property. The GRANTEE shall be held responsible for any damage to Property (other than the Facilities Easement Area) caused by the GRANTEE as a result of the installation and operation of the Facilities, and further, shall restore asphalt pavement, concrete sidewalks, curb and gutter, and grass and landscaping to a condition to be the same or better than the existing condition. 5. Termination. The GRANTEE during the course of the operation of the Facilities and any future alteration and or replacement of the Facilities, shall not encroach beyond the boundaries of the Facilities Easement Area or any other easement that may be 4 granted by the GRANTOR. Should the EASEMENTS be (i) abandoned by the GRANTEE or (ii) discontinued by law or otherwise, or (ii) no longer of use for the purposes provided herein, in each case for a period of three (3) consecutive years or if the GRANTEE does not comply with any term, covenant or condition of this instrument, provided that GRANTEE shall have first received written notice of such failure to comply and fails to cure such failure within thirty (30) days of receipt of such notice (or such longer period as is reasonable if compliance cannot reasonably be achieved in 30 days) the Grant of Easement will terminate and the use of said EASEMENTS shall cease. Notwithstanding anything herein to the contrary, the EASEMENT herein shall not be considered abandoned or discontinued, unless the GRANTOR first provides GRANTEE written notice in accordance with Section 7 hereof that it believes the GRANTEE has abandoned or discontinued the EASEMENTS, and GRANTEE fails to respond in writing to GRANTOR advising GRANTOR that the EASEMENTS have not been abandoned or discontinued by GRANTEE. 6. “As Is” Condition. The GRANTOR does hereby affirm that it has full power and authority to grant these EASEMENTS and GRANTEE accepts in “as is” condition. 7. Notices. All notices, requests, consents and other communications required or permitted under this Grant of Easement shall be in writing (including telex and telegraphic communications) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, telecommunicated, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, or sent by any form of overnight mail, addressed to: TO GRANTEE: FLORIDA EAST COAST RAILWAY, L.L.C. 7150 Philips Highway Jacksonville, FL 32256 Attn: Robert Ledoux, General Counsel 5 WITH COPIES TO: Brightline Trains Florida LLC 350 NW 1st Avenue, Suite 200 Miami, FL 33128 Attn: General Counsel TO GRANTOR: CITY OF DANIA BEACH 100 W. Dania Beach Blvd. Dania Beach, FL 33004 Attn: Ana M. Garcia, City Manager WITH A COPY TO: City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, FL 33004 Attn: Eve A. Boutsis, City Attorney or to such other address as any party may designate by notice complying with the terms of this paragraph. Each such notice shall be deemed delivered (1) on the date delivered if by personal delivery; (2) on the date telecommunicated if by telegraph; (3) on the date of transmission with confirmed receipt if by telex, telefax or other telegraphic method; (4) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed; and (5) one day after mailing by any form of overnight mail service. 8. Disputes. Any disputes between the parties under this instrument will be resolved in accordance with the Florida Governmental Conflict Resolution Act, Ch. 164, Fla. Stat., as amended from time to time. 6 9. Third Party Beneficiary. Brightline Trains Florida LLC, a Delaware limited liability company, its successors and assigns (collectively, “Brightline”), as the owner of the permanent, perpetual and exclusive rights, privileges and easements for Passenger Railroad Service (as defined in the Passenger Easement) in the rail corridor known as the Florida East Coast rail corridor pursuant to that certain Corrective Second Amended and Restated Grant of Passenger Service Easement (Miami to West Palm Beach) dated October 5, 2017 and recorded as Instrument # 114651582 of the Public Records of Broward County, Florida (the “Passenger Easement”), is a third party beneficiary to this Grant of Easement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it was a party to this Grant of Easement. 10. Counterparts/Electronic Signatures. This Grant of Easement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Grant of Easement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the Party whose name is contained therein. Any Party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Grant of Easement upon request. 11. Running With The Land. It is the intention of the parties hereto that the rights and easements herein established shall run with, and be appurtenant to, the Property, including the Easement Area, and shall be burdens upon those parcels upon which they are imposed, shall run with each of said parcels and shall bind and benefit the Property and the owner or holder of rights to said parcel and their successors, assigns, successors-in-title, and mortgagees. 12. Recording. This Grant of Easement may be recorded by the Grantee in the Public Records of Broward County, Florida. [Signatures appear on next page] 7 IN WITNESS WHEREOF, the Grantor herein has caused these presents to be executed in its name on the day and year first above written. Attestation of this GRANT OF EASEMENT by the City Clerk shall constitute evidence of approval by the City of Dania Beach. CITY OF DANIA BEACH, a municipal corporation of the State of Florida By:___________________________________ Ana M. Garcia, ICMA-CM , City Manager ATTEST: ____________________________ Elora Riera, MMC City Clerk APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: ____________________________ ____________________________ Eve A. Boutsis __________, Risk Management Director City Attorney Risk Management Department 8 IN WITNESS WHEREOF, the Grantee herein has caused these presents to be executed in its name on the day and year first above written. WITNESSETH: GRANTEE FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company By: ______ Print Name: Name:___________________________ Title:____________________________ Print Name: State of Florida County of ___________ The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this ______ day of _______________, 2025, by ___________________, as ____________________________ of Florida East Coast Railway, L.L.C., a Florida limited liability company, on behalf of the company. (Seal) ________________________________________ Signature of Notary) (Printed, Typed, or Stamped Name of Notary) [ ] Personally Known OR [ ] Produced Identification Type of Identification*___________________ EXHIBIT A Facilities Easement Area [see attached legal description and sketch] EXHIBIT B INSURANCE REQUIREMENTS- FECR / BRIGHTLINE SIGNAL HOUSE I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Dania Beach, Florida East Coast Railway, L.L.C. (“FECR”) and Brightline Trains Florida LLC (“Brightline”) listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Railroad Protective Liability with liability limits of $2,000,000 per occurrence, $6,000,000 aggregate II. 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 Dania Beach, FECR and Brightline listed as an Additional Insured Worker’s Compensation 2 Limits of Liability Statutory-State of Florida Waiver of subrogation Employer’s 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 IV. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 5,000,000 Aggregate $ 5,000,000 City of Dania Beach, FECR and Brightline listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. V. Contractor’s Professional & Pollution Liability Each Occurrence $1,000,000 Policy Aggregate $1,000,000 Retro Date Included City of Dania Beach,FECR and Brightline listed as an additional insured with respect to the pollution. The above policies shall provide the City of Dania Beach with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. 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 “A-” as to management, and no less than “Class V” as to Financial Strength, by the latest edition of Best’s Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.