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Grant of Easements 05/16/2007DANNY L. KOLHA GE CLERK OF THE CIRCUIT COURT DATE: May 22, 2007 TO: Suzanne A. Hutton County Attorney ATTN.• Kathy Peters Executive Assistant FROM: Pamela G. Han ock Deputy Clerk At the May 16, 2007, Board of County Commissioner's meeting the Board granted approval and ratification of execution by the Mayor of a revised Grant of Easement to be attached to and made a part of the Agreement for Sale and Purchase approved on 04/18/07 between Monroe County and Islander Village, LLC, adding language to ensure restoration and repair of the Easement property due to repair or replacement of sewer and/or utility lines. Enclosed are six duplicate originals of the above -mentioned, executed on behalf of Monroe County, for your handling. Please be sure to return the 'Monroe County Clerk's Office Original" and the 'Monroe County Finance Department's Original" as soon as possible. Should you have any questions please do not hesitate to contact this office. cc: Finance w/o document File ✓ Prepared by and Return to: Spottswood, Spottswood & Spottswood 500 Fleming Street Key West, Florida 33040 GRANT OF EASEMENT THIS GRANT OF EASEMENT is entered into this 1J I- day of 2007 (herein "Agreement") by and between MONROE COUN , apolitical subdivision of the State of Florida, its successors and assigns, whose address is 1100 Simonton Street, Key West, Florida 33040, (herein "Monroe County") and ISLANDER VILLAGE, LLC, a Florida limited liability company, its successors and assigns, whose address is 201 Front Street, Suite lam, Key West, Florida 33040 (herein "Islander Village"), Monroe County and Islander Village shall be collectively referred to herein as "Grantor", and DRIVE-IN, LTD., a Florida limited partnership, its successors and assigns, whose address is 201 Front Street, Suite 107 Key West, Florida 33040 (herein "Drive In" or "Grantee"). RECITALS WHEREAS Monroe County, simultaneously with the execution of this Agreement, has purchased property from Drive -In and is now the owner of said real property located in Monroe County, Florida, which property is described on Exhibit "A" attached hereto and made a part hereof (herein "Affordable Property"); and WHEREAS Drive -In remains the owner of certain real property located in Monroe County, Florida, which property is described on Exhibit "B" attached hereto and made a part hereof (herein "Market Rate Property"), which will be developed into twenty-two (22) market rates units and subsequently sold to individual unit owners; and WHEREAS, simultaneously with the execution of this Agreement, Islander Village and Monroe County entered into a ninety-nine (99) year ground lease (hereinafter "Lease") pursuant to which Islander Village has leased the Affordable Property from Monroe County for the development and subsequent sale of eighty-nine (89) affordable units to individual unit owners; and, WHEREAS, the parties are desirous of entering into this Agreement to provide Drive -In with a non-exclusive perpetual easement over a portion of the Affordable Property for among other things, the construction and maintenance of a roadway, over and across the property more particularly described in the attached Exhibit "C" (hereinafter "Easement Property"), together with a perpetual easement for ingress, egress and passage (both pedestrian and vehicular) over said Easement Property and the roadway constructed thereon in order to facilitate access to the Market Rate Property; and, WHEREAS the parties are also desirous of entering into this Agreement to provide Drive -In with a perpetual non-exclusive easement for access to and use of the sewer lift station located within the Easement Property; and, 1 WHEREAS, the parties are also desirous of entering into this Agreement to provide Drive -In with a perpetual non-exclusive easement in, over, across and under the Easement Property for the installation, repair, maintenance and use of underground utilities; and, WHEREAS, the parties have agreed, under the terms and conditions set forth herein, to grant to Drive -In the right to use the Easement Property for the purposes set forth herein. NOW THEREFORE, in consideration of the mutual covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. The above Recitals are true and correct and are hereby incorporated herein by reference. 2. Each Parry hereto warrants that this grant of easement, and all terms and conditions contained herein, are supported by adequate consideration. 3. Grantor hereby grants, conveys, declares and creates for the benefit of Drive -In, its successors and assigns, a perpetual, non-exclusive easement, in, upon, over and across the Easement Property, more particularly shown on the attached Exhibit "C" in order to facilitate access (both vehicular and pedestrian) to and from the Market Rate Property (including access to construct the twenty-two (22) market rate units). All persons having the right to enter upon the Market Rate Property shall have the right to utilize the Easement Property for ingress and egress purposes (both vehicular and pedestrian), including but not limited to Drive-In's guests, contractors, agents and invitees and the guests, contractors, agents and invitees of the Drive-In's successors and assigns (the individual unit owners of the units located on the Market Rate Property). 4. Drive -In, at Drive-In's sole cost and expense, shall be responsible for the repair and maintenance of the roadway and landscaping within the Easement Property; provided, however, that the access to and from the Affordable Property shall not be unreasonably impaired or otherwise impeded in any manner. Drive -In agrees to provide Islander Village with reasonable notice prior to commencing any repair or maintenance that may interfere or impair the access to the Affordable Property. 5. Grantor and Grantee shall not construct or place any structures on or make changes, alterations or improvements to the Easement Property or do anything inconsistent with the use of the Easement Property by the parties hereto without the prior written consent of the other parties. 6. Grantee agrees to secure and pay the premium for liability insurance with respect to the maintenance, repair and use of the Easement Property in an amount of not less than $1,000,000.00 from an insurer of recognized financial responsibility qualified to do business in Florida which is reasonably acceptable to Grantor. Grantor shall be named as an additional insured. The foregoing amount of insurance must be increased by Grantee as may from time to time be reasonably required by the Grantor. In the event Grantee believes the Grantor's requirement for such additional insurance is unreasonable, the reasonableness of Grantor's 2 demand for an increase in the amount of insurance hereunder shall be determined in accordance with the rules of the American Arbitration Association. Such determination made in arbitration shall be binding on the parties and such insurance shall be carried with the limits as thus determined until such limits shall again be changed pursuant to the provisions of this Paragraph. 7. Grantor hereby grants, conveys, declares and creates for the benefit of Drive -In, its successors and assigns, a perpetual, non-exclusive easement, in, upon, over, under and across the Easement Property, more particularly shown on the attached Exhibit "C" in order to allow Drive - In, and its successors and assigns, access to and use of the sewage lift station located within the Easement Property. Drive -In shall be responsible for sixty-seven percent (67%) and Islander Village shall be responsible for thirty-three (33%) of the repair, maintenance and replacement (if necessary) of the sewer lift station located within the Easement Property. Drive -In, at Drive - In s sole cost and expense, shall maintain their sewer pipes which benefit the Market Rate Property in good repair and shall have the right of ingress and egress to install, maintain, repair and, if necessary, replace, their sewer lines which are located within the Easement Property. The foregoing right shall include the right to dig up those portions of the Easement Property as necessary to repair or replace Drive-In's sewer lines; and, in such an event, Drive -In shall provide Islander Village with reasonable notice. Further, following the repair or replacement, Drive -In expressly agrees herein to restore the Easement Property to its original condition. Islander Village shall in no way interfere with Drive-In's use of said sewer lines. Drive -In and Islander Village hereby agree that the decisions related to the repair and maintenance of sewage lift station shall be governed by a Master Association, to be formed to govern the Affordable Property and the Market Rate Property. 8. Grantor hereby grants, conveys, declares and creates for the benefit of Drive -In, its successors and assigns, a perpetual, non-exclusive easement, in, upon, under and across the Easement Property for installation, maintenance and repair of underground utilities to service and benefit the Market Rate Property, including but not limited to water and underground electric lines. Drive -In, at Drive-In's sole cost and expense, shall maintain the utilities which benefit the Market Rate Property and are located within the Easement Property in good repair and shall have the right of ingress and egress to maintain, repair and, if necessary, replace, said utility lines. The foregoing right shall include the right to dig up those portions of the Easement Property as necessary to repair or replace Drive-In's utility lines; and, in such an event, Drive -In shall provide Islander Village with reasonable notice. Further, following the repair or replacement, Drive -In expressly agrees herein to restore the Easement Property to its original condition. Islander Village shall in no way interfere with Drive-In's use of said utility lines. 9. Drive -In shall indemnify, protect, defend and hold Monroe County and Islander Village harmless from any and all liability, loss, damage, cost or expense (including but not limited to attorneys' fees and court costs at the trial level and during appellate proceedings) which Monroe County or Islander Village should incur as a result of or in connection with Drive -In, or Drive- In's agents', contractors', successors' and assigns', use, repair and maintenance of the Easement Property. 3 10. Islander Village shall indemnify, protect, defend and hold Monroe County and Drive -In harmless from any and all liability, loss, damage, cost or expense (including but not limited to attorneys' fees and court costs at the trial level and during appellate proceedings) which Monroe County or Drive -In should incur as a result of or in connection with Islander Village's, or Islander Village's agents', contractors', successors' and assigns', use of the Easement Property, unless caused by Drive-In's failure to maintain or repair the roadway located within the Easement Property. 11. Drive -In hereby acknowledges that Islander Village, its successors, assigns, invitees, and contractors retain the right to use the Easement Property for access to the Affordable Property. Additionally, Islander Village, its successors and assigns retain the right to use the sewage lift station, as well as sewer lines servicing the Affordable Property. Notwithstanding anything contained herein to the contrary, Islander Village's rights to use the Easement Property are subject to the terns and conditions set forth in the Lease. Monroe County hereby acknowledges that the grant of the easements set forth herein for the benefit of Drive -In shall survive termination of the Lease with Islander Village. Therefore, the terms of this Agreement shall run with and be appurtenant to the Market Rate Property. Therefore, this easement shall run with the land forever and be binding upon and inure to the benefit of and be enforceable by the parties hereto, their heirs, legal representatives, successors and assigns, including but not limited to the homeowners' associations of the owners of the developments located on the Market Rate Property and Affordable Property. 12. When a transfer of the entire ownership interest in the Affordable Property and Market Rate Property takes place, the transferor shall be released from any and all further liability arising hereunder after such transfer occurs; therefore, the liability under this Agreement arising after said transfer shall automatically terminate as to the transferor and shall be automatically assumed by and become the obligation of the transferee. 13 This Agreement may not be terminated or amended, modified, altered, or changed in any respect whatsoever, except by a further agreement in writing duly executed by the parties (or their successors or assigns) and recorded in Public Records of Monroe County, Florida. No breach of the provisions of this Agreement shall entitle any party to cancel, rescind or otherwise terminate this Agreement, but such limitation shall not affect, in any manner, any other rights or remedies which any party may have by reason of any breach of the provisions of this Agreement. 14. This Agreement may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute one and the same Agreement. 15. Nothing contained in this Access Agreement shall create or shall be deemed to create any easements or use rights in the general public or constitute a public dedication for any public use whatsoever. 16. In the event of any controversy, claim, or dispute relating to this instrument or the breach of it, the prevailing party shall be entitled to recover reasonable expenses, attorneys' fees, and costs. 4 17. If any provision of this Agreement, or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be severable and valid and enforceable to the fullest extent permitted by law. 18. All notices, consents, approvals or other communications hereunder shall be in writing and shall be deemed properly given if sent by United States certified mail, return receipt requested, addressed to the appropriate party or successor -in -interest. 19. This Agreement shall be construed in accordance with the laws of the State of Florida. All parties acknowledge and agree that in the event of any dispute arising under this Agreement, the sole jurisdiction for such dispute shall be in Monroe County, Florida. 20. For the purposes of interpreting any ambiguity arising under this Agreement, no party shall be considered the "drafter" of same. 21. Each party to this Agreement agrees to waive a jury trial on any dispute arising under this Agreement and each party agrees to have any dispute heard by the court without a jury. 22. The undersigned hereby represent and warrant that all action, approvals and consents necessary for the execution of this Agreement have been taken or obtained, and the persons executing this Agreement are authorized and directed to execute this Agreement on behalf of Drive -In, Ltd., Islander Village, LLC and Monroe County. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) (SIGNATURE PAGES TO FOLLOW) 5 SIGNATURE PAGE 1 OF 2 IN WITNESS WHEREOF, the parties have executed this Agreement this �31 day of � bAl — 12007. DRIVE-IN, LTD., a Florida limited partnership By: / Printe ame: E vin O- ITS: el STATE OF FLORIDA COUNTY OF MONROE 1WIOn n (,this of 2007 before me personally appeared c_!J c>�, as e neo a r Q ✓' of Drive -In, Ltd. who is personally known to me, and who acknowledged execution of the for • strumem. print Name:.�. S. Monsalvatge % My Commission �p��eg-; i tgission # D0611406 No b is �`/�;y�r . Expires November 23 2010 i 014 ...61,'Fwn mwonaa, me e0oN60c ISLANDER VILLAGE, LLC STATE OF FLORIDA COUNTY OF MONROE On this 0 3 Y��rd-ay of (A)llV '� lip I iE_ personally known to me, and w}Lp My Commission E?-% ssan # DD611406 I= Expires November 23, 2010 snnWT"y F" i�.- 800"B " before me personally appeared Islander Village, LLC, who is ry Public Name: 6 SIGNATURE PAGE 2 OF 2 BOARD OF M( MAY 1 6 2007 COUNTY Mayor MONROE COUNTY ATTORNEY AOAS T FORM: SUSAN M. p ,LEY \ ASSISTANT COUNTY ATTORNEY Date S Z-off N p O O pn� C r. o co a Win:- 3 r r i CD w I— r"n D ;z1 "rn C3 0 lu 0 7 EXHIBIT "A" TO GRANT OF EASEMENT BETWEEN MONROE COUNTY, FLORIDA, ISLANDER VILLAGE, LLC AND DRIVE-IN, LTD. "Affordable Property" LEGAL DESCRIPTION A pmW of lead m dltomdk Lbat, being a pact of Blook 39. 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EXHIBIT "B" TO GRANT OF EASEMENT BETWEEN MONROE COUNTY, FLORIDA, ISLANDER VILLAGE, LLC AND DRIVE-IN, LTD. "Market Rate Property" LEGAL DESCRIPTION Lots 1 ffiru 6, ifchtsim and the West one-half of Lot 7, Block 59. MAiJONEY SUBDIVISION of Stock Island, Monroe County, Florida, as recorded in Plat Book 1 at Page 55 of the Public Records of Monte County, Florida. A pared of bay bottom land in the Straits of Florida being described by metes and bounds as follows: Commence at the intersection of the South line of Fifth St. and the West line of Cross SL s ord mg to said MAWISW SUBDWBION and ran thence West along the South line of said Fifth St. and the South line of Fifth Si. extended, a distance of 1150 ft. to the Point of Beginning; thpwe eoa>time West for a distance of 350 IL to the East edge of Cow Key Channel; thence run S 060 00' W along the Bad edge of the said Cow Key Channel a distance of 700 ft. move or less; t ume, no S 40° 00' E along the Pja edge of the odd Cow Key Channel a distance of 312.08 & more or Iess. to the North boundary of the parcel of land described in Official Record Book 386 at Page 150 of the Public Records of Monroe County, Florida; thence run East along the North boundary of the said parcel of land a distance of 918.58 ft. to the intaseclion of the centerline of Lot 7, Block 59 of the said MALONEY SUBDWISION extended 50uftd3r. thence ruin North along the centerline of the said Lot 7 eattanded, a distance of 650 S. more or less, to the South boundary of the said Block 59; thence Southeastedy and Northeasterly meardming the South and West boundary of the said Block 59, a distance of 1400 R back to the Point of Beginning LESS AND EXCEPT: A pw=l of land on Stock Island, being a part of Block 59, MALONEY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 55, of the Public Re girds of Monroe County, Florids, and adjscent submerged lands, said parcel being more particularly described by metes and bounds as follows: CamQmaxtimg at the W'1y Right -of -Way Liana of Cross Street and the Fly Bight -of -Way Lae of Fifth Ave = and run thence West along the S'ly R%M-of-Way Lim of the said Fifth Avmww far a distance of 450.00 feet to the Point of Beginning; thence eomimue West and aloft die S'ly Right -of --Way Line of the said Fifth Avenue for a distance of 691.45 feet; thence run South for a distance of 79.47 feet; thence run S 3°00'00r' W fur a distance of 88.04 feet to a curve, concave to the Northeast and having for its elnnmurts a radius of 157.0 feet, and a delta of 43000'; thence nm SE'ly along the we of said curve for a distance of 117.83 feet to the end of said curve; thence rum S 40*W'00" E for a distance of 193.23 foot to is curve, concave to time North and having for its ekmerds a radius of 92.0 feet and a dehia of 95°00'; thence run SB'ly and NE'ly along the arc of said curve for a distance of 152.54 feet to the end of said curve; tha= run N 45000100" E for a distance of 406.95 fed' to a curve, concave to the Nm west and havi% for its elmm is a radius of 87.0 feet, and a delta of 11°49'24"; theme rm NE'ly along dw arc of said curve for a distance of 1795 feet; thence rum Past for a distance of 37.33 feat; thence run S 74058' 15" E for a distance of 7232 feet to a poim that is due South of the Point of Bed thahce ran North for a disboee of 139.88 feat back to the S'ly RiSW-of-Way Line of the said .Fifth Avenue and the Point of Beginning. EXHIBIT EXHIBIT "C" TO GRANT OF EASEMENT h BETWEEN MONROE COUNTY, FLORIDA, v ISLANDER VILLAGE, LLC AND DRIVE-IN, LTD. "Easement Property" I . PROPOSED EASEAMVT F'OR ROADWAY AND UTILITIES. A parcel of land on Stock Island, being a part of Z� Block 59, JIALONEY SUBDIVISION, according to the plat dthereof, as recorded in Plat Book 1, at Page 55, of the Public Records of Monroe County, Moride, and adjacent submerged lands, said. parcel being more particularly described by metes and bounds as V follow: Commencing at the W 1y Right -of -Way Line of Cross Street and the S'ly Right -of -Way Line of Fifth Avenue, and- run West along the S'1y Right -of -Way Line of .said Fifth Avenue for a distance of 510.00 feet to the Point of Beginning; thence continue West along the Sly Right -of. -Way Line of the.. said. Fifth. Avenue for a distance of 47.18 feet; thence run South and at right angles for a distance ofi 121.13 feet; thence run East and at right angles for a distance of 37.33 feet to a point on a curve, concave to the Northwest and having for its elements a radius of 12U.0 feet, a delta of Z3.22'28. and a chord bearing of N 11.41 14" E,• thence run NE'ly along are of said - curve-- for a distance of 48.96 feet to the end of said curve; thence run North for a distance of 73.52 feet back to the S'ly Bight -of -Way Line of the said Fifth Avenue and the Point of Beginning. BOUM?ARY SURVEY FOR. Board of County Commissioner Monroe.. County,. F7orida;. Islander Village, LLC; SunTrust Bank of Miami, Chicago 7itte Insurance Compe Spottswood, Spottswood and 5� J 0 L INC. - O'Flynn, PSM-- ---- da Reg. ,�6298 February 25, 2007 Prepared by and Return to: Spottswood, Spottswood & Spottswood 500 Fleming Street Key West, Florida 33040 GRANT OF EASEMENT r THIS GRANT OF EASEMENT is entered into this day of May, 2008 (herein "Agreement"), by and between MONROE COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose address is 1100 Simonton Street, Key West, Florida 33040 (herein "Monroe County"), and ISLANDER VILLAGE, LLC, a Florida limited liability company, its successors and assigns, whose address is 201 Front Street, Suite 224, Key West, Florida 33040 (herein "Islander Village"), collectively referred to herein as "Grantor", and FLORIDA KEYS AQUEDUCT AUTHORITY, a special District of the State of Florida (herein "FKAA"), whose address is 1100 Kennedy Drive, Key West, Florida 33040 and referred to herein as "Grantee." RECITALS WHEREAS Monroe County has purchased property from Drive -In Ltd. and is now the owner of said real property located in Monroe County, Florida, which property is described on Exhibit "A" attached hereto and made a part hereof (herein "Affordable Property"); and, WHEREAS, Islander Village and Monroe County entered into a ninety-nine (99) year ground lease (hereinafter "Lease") recorded at Official Records Book 2301 at Page 365, pursuant to which Islander Village has leased the Affordable Property from Monroe County for the development and subsequent sale of eighty-nine (89) affordable units to individual unit owners (herein the "Project"); and, WHEREAS, the parties are desirous of entering into this Agreement to provide Grantee with a non-exclusive perpetual easement over, in, under and across the Affordable Property for public utility purposes, together with a reasonable right of ingress and egress over said property; and, WHEREAS, Islander Village has requested utility service from Grantee for public utility purposes of the Project; and, WHEREAS, the parties have agreed, under the terms and conditions set forth herein, to grant to Grantee the right to use the Affordable Property for the purposes set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1 I, The above Recitals are true and correct and are hereby incorporated herein by reference. 2. s grant of Each conta contained herein, are supported byladeq ate consideration. and all terms and conditions 3. Islander Village and Monroe County hereby grant, convey, declare and create for the benefit of FKAA, a perpetual, non-exclusive easement as reasonably necessary in, upon, over and across the Affordable Property for the management, op maintenance and construction of public utilities, together with the reasonable right of ingress and egress over said property so as to afford FKAA reasonable use and enjoyment of this easement for the purposes of providing utility service to the Project; provided, however, any future installation will be subject to the approval of Islander Village. Additionally, Islander Village and Monroe County grant to FKAA the right to construct, reconstruct, lay, install, operate, maintain, relocate, repair, replace, improve, remove and inspect water distribution facilities and all appurtenances thereto within the Affordable Property provide the foregoing rights do not unreasonably interfere with the rights of the residential owners in regard to their units. Furthermore, Islander Village, its successors, assigns or designees reserve the right at any time in the future, and from time to time, to relocate any existing water distribution facilities and/or appurtenances thereto located within the Affordable Property provided Islander Village shall bear the cost of any relocation or modification of said facilities when the change is necessitated by Islander Village. q, FKAA shall indemnify, protect, defend and hold Grantor harmless from any and all liability, loss, damage, cost or expense (including but not limited to attorneys' fees and court costs at the trial level and during appellate proceedings) in which Grantor should incur as a result of or in connection with FKAA's use of the Affordable Property. 5, FKAA hereby acknowledges that Islander Village, its invitees, and contractors retain the right to use the Affordable Property. Monroe County hereby acknowledges that the grant of the easements set forth herein which encumbers the Affordable Property shall survive termination of the Lease with Islander Village. This easement shall run with the Affordable Property forever and be binding upon and inure to the benefit of and be enforceable by the parties hereto, their heirs, legal representatives, successors and assigns, including but not limited to the homeowners' associations of the owners of the developments located on the Affordable Property. 6. This Agreement may not be terminated or amended, modified, altered, or changed in any respect whatsoever, except by a further agreement in writing duly executed by the parties (or their successors or assigns) and recorded in Public Records of Monroe cancel, Florida. No breach of the provisions of this Agreement shall entitle any party t rescind or otherwise terminate this Agreement, but such limitation shall not affect, in any manner, any other rights or remedies which any party may have by reason of any breach of the provisions of this Agreement. 2 7. This nt may be executed in couerparts, each of which original, but alllttakenetogether shall constitute one all constitute an and the same Agreement. 8. Nothing contained in this Easement Agreement shall create or shall be deemed to create any easements or use rights in the general public or constitute a public dedication for any public use whatsoever. 9. In the event of any controversy, claim, or dispute relating to this instrument or the breach of it, the prevailing party shall be entitled to recover reasonable expenses, attorneys' fees, and costs. 10. If any provision of this Agreement, or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than whichthose as to it is invalid or p os vision of th Agreementsunenforceable, shall hall be severable and d and enforceable to the fullest extent permitted by law. 11. All notices, consents, approvals or other communications hereunder shall be in writing and shall be deemed properly given if sent by United States certified mail, return receipt requested, addressed to the appropriate party or successor -in -interest. 12. This Agreement shall be construed in accordance with the laws of the State of Florida. All parties acknowledge and agree that in the event of any dispute arising under this Agreement, the sole jurisdiction for such dispute shall be in Monroe County, Florida. 13. For the purposes of interpreting any ambiguity arising under this Agreement, no party shall be considered the "drafter" of same. 14. Each party to this Agreement agrees to waive a jury trial on any dispute arising under this Agreement and each party agrees to have any dispute heard by the court without a jury. 15. The undersigned hereby represent and warrant that all action, approvals and consents necessary for the execution of this Agreement have been taken or obtained, and the persons executing this Agreement are authorized and directed to execute this Agreement. 16. This easement shall temninate if at any time its use is discontinued for one (1) year. IN WITNESS WHEREOF, the parties have executed this Agreement this,/ day of May, 2008. BALANCE OF PAGE INTENTIONALLY LEFT BLANK 3 Witnesses Print Name:_ t Print Name: Y I,Ertl-' ISLANDER VILLAGE, LLC By:: �G' Edwin O. Swift III, Manager STATE OF FLORIDA COUNTY OF MONROE � z''��tay of May, 2008. before me personally appeared Edwin O. Swift III, as On this Manager of Islander Village, LLC, who is personally known to me, and who acknowledged execution of the foregoing instrument, i t I41 L v �k fit w?LW., iftAr'"'' HopocasaNotary Public ;s 08 (SEAL) �q•., �:.X>'Yee .iuly 21, 20 a,a F1�• IIbMINI TIOv Faln InWRM�.IM. �o-� Attest: DAI KOLH E, Clerk B Deputy Clerk MAY 2 1 200E Witnesses: j� 2� Print Name: G 1 � , Print Name: Two. STATE OF FLORIDA BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTYYLORIDA Mayors MAY 2 1 2008 FLORIDA KEYS AQU> DUB i AUTHORITY, a spec i$k tact of the State of F1000A M. ,fPi l e I) C,{I__ COUNTY OF MONROE On this of day of May, 2008. before me personally appeared ,fQ yh es e Q s , Executive Director of Florida Keys Aqueduct Authority, a special District of the State of Florida, who is personally knownto me, and who acknowledged execution of the foregoing instrument. G/,('7 Notary Public (SEAL) MONHU. UNTI' A:fTORNEY SPAW pp�tlb APPPO„'Ci AS TO FORM: �; Epp aag.ptMna to.2oW f •/ _ x eel, SlON M. GRIMS EY 4 ASSISTANT COUNTY„OTTORNEY Date G. -.d EXHIBIT A LEGAL DESCRIPTION asrecordedlinnd on St Plat Book rding to the Plat thereof, oc,I,sland being a Page 55, of theaPublirt of BRecords of Molock 59, nroe a CountyEY , said and ad acent submerged lands, said parcel being more particularly described by metes and bounds as follows: Commencing at the W'ly Right -of -Way Line of Cross Street and the S'ly Right -of --Way Line of Fifth Avenue and run ie said Fifth Avenue for a distance of 450.00 feet thence west along healsoyb might he NW'lyLine of of LINCOLN GARDENS NO. 2 SUBDIVISION, Ia the corPoint to Beginning, point Plat Right -of -Way ok5, at Line aof the said Fifth IAvenic eue for a d cords of stance of 691.45 feet whence run South for a distance aof 79.47long efeet; thence run S 3 degrees 00' 00" W for a distance of 88.04 feet to a curve, concave to the Northeast and having for its hence run S o{� le7 83 fre�ettto the end ofesaid eurveta of 43 dethence rurt�Se40 detgrces 00' OOEE for oa distance ofng the arc of s183 23 feeaid curve t to ar a tcurve, concave to the North and having for its elements a radius of 92.0 feet and a delta of curve; degrees run thence run SE' 0' and NE'ly along the arc of said curve for a distance of 152.54 feet to the end of said curve; thence run N 45 degrees 00' radius of 87.0 f et andra distance of 406.95 I I degrees 49 C24' ; thencecurve, run NE'ly along he arc of said and curve or afor distance of 17.95. feet; thence run East for a distance of 37.33 feet; thence run S 74 degrees 58'. 2 IS" E fora distancethence72.32 feet run Northlo a point and alongltheat ts on W'ly the W'ly boundary line of the said LINCOLN GARDENS NO. 2 SUBDIVISION- IS[ON; bound line a the said id LI Avenue OLN and the GARDENS NOf 2 SUBDIVISION for a distance of 139.68 fat back to S'ly right- Prepared by and Return to: Spottswood, Spottswood & Spottswood 500 Fleming Street Key West, Florida 33040 GRANT OF EASEMENT THIS GRANT OF EASEMENT is entered into this I day of May, 2008 (herein "Agreement"I, by and between MONROE COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose address is 1100 Simonton Street , Key West, Florida 3304.0 (herein "Monroe County"), and ISLANDER VILLAGE, LLC, a Florida limited liability company, its successors and assigns, whose address is 201 Front Street, Suite 224, Key West, Florida 33040 (herein "Islander Village"), collectively referred to herein as "Grantor", and, COMCAST OF CALIFORNIA/COLORADO/FLORIDA/OREGON, INC. referred to herein as "Grantee." RECITALS WHEREAS Monroe County has purchased property from Drive -In, Ltd. and is now the owner of said real property located in Monroe County, Florida, which property is described on Exhibit "A" attached hereto and made a part hereof (herein "Affordable Property"); and, WHEREAS, Islander Village and Monroe County entered into a ninety-nine (99) year ground lease (hereinafter "Lease") recorded at Official Records Book 2301 at Page 365, pursuant to which Islander Village has leased the Affordable Property from Monroe County for the development and subsequent sale of eighty-nine (89) affordable units to individual unit owners (herein the "Project"); and, WHEREAS, the parties are desirous of entering into this Agreement to provide Grantee with a non- exclusive perpetual easement over, in, under and across the Affordable Property for to provide broadband services, together with a reasonable right of ingress and egress over said property; and, WHEREAS, Islander Village has requested broadband services from Grantee; and, WHEREAS, the parties have agreed, under the terms and conditions set forth herein, to grant to Grantee the right to use the Affordable Property for the purposes set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: The above Recitals are true and correct and are hereby incorporated herein by reference. 2. Each Party hereto warrants that this grant of easement, and all terms and conditions contained herein, are supported by adequate consideration. 3. Islander Village and Monroe County hereby grant, convey, declare and create for the benefit of Grantee, a perpetual, non-exclusive easement, in, upon, over and across the Affordable Property for broadband services, together with the reasonable right of ingress and egress over said property so as to afford Grantee reasonable use and enjoyment of this easement for the purposes of providing utility service broadband services to the Project; provided, however, any future installation will be subject to the approval of Islander Village. Islander Village and Monroe County grant to Grantee the right to construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove at any time, and from time to time, a broadband communications system, (hereafter referred to as the "System") consisting of wires, underground conduits, cables, pedestals, vaults, and including but not limited to above ground enclosures, markers and concrete pads or other appurtenant fixtures and equipment necessary or useful for distributing broadband services and other like communications, in, on, over, under, across and along the Affordable Property provided, however, any future installations shall be subject to Islander Village's approval or that of its successors or assigns. Islander Village and Monroe County agree that the System on the Affordable Property shall be and remain the personal property of Grantee and may not be altered, obstructed, or removed with the express written consent of Grantee. Additionally, Islander Village and Monroe County grant to Grantee the right to cut and trim, from time to time, trees, brush, overhanging branches and other natural obstructions on the property, which may injure or unreasonably interfere with the full and complete use of the easement described herein, provided the foregoing rights do not unreasonably interfere with the rights of the residential unit owners in regard to their units. 4. Grantee shall indemnify, protect, defend and hold Grantor harmless from any and all liability, loss, damage, cost or expense (including but not limited to attorneys' fees and court costs at the trial level and during appellate proceedings) in which Grantor should incur as a result of or in connection with Grantee's construction, use, maintenance, operation, alteration, repair, replacement, reconstruction, inspection and removal of the System. 5. Grantee hereby acknowledges that Islander Village, its invitees, and contractors retain the right to use the Affordable Property. Monroe County hereby acknowledges that the grant of the easement set forth herein which encumbers the Affordable Property shall survive termination of the Lease with Islander Village. This easement shall run with the Affordable Property forever and be binding upon and inure to the benefit of and be enforceable by the parties hereto, their heirs, legal representatives, successors and assigns, including but not limited to the homeowners' association of the owners of the development located on the Affordable Property. 6. This Agreement may not be terminated or amended, modified, altered, or changed in any respect whatsoever, except by a further agreement in writing duly executed by the parties (or their successors or assigns) and recorded in Public Records of Monroe County, Florida. No breach of the provisions of this Agreement shall entitle any party to cancel, rescind or otherwise terminate this Agreement, but such limitation shall not affect, in any manner, any other rights or remedies which any party may have by reason of any breach of the provisions of this Agreement. 7. This Agreement may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute one and the same Agreement. B. Nothing contained in this Agreement shall create or shall be deemed to create any easements or use rights in the general public or constitute a public dedication for any public use whatsoever. 9. In the event of any controversy, claim, or dispute relating to this instrument or the breach of it, the prevailing party shall be entitled to recover reasonable expenses, attorneys' fees, and costs. 10. If any provision of this Agreement, or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be severable and valid and enforceable to the fullest extent permitted by law. 11. All notices, consents, approvals or other communications hereunder shall be in writing and shall be deemed properly given if sent by United States certified mail, return receipt requested, addressed to the appropriate party or successor -in -interest. 12. This Agreement shall be construed in accordance with the laws of the State of Florida. All parties acknowledge and agree that in the event of any dispute arising under this Agreement, the sole jurisdiction for such dispute shall be in Monroe County, Florida. 13. For the purposes of interpreting any ambiguity arising under this Agreement, no party shall be considered the "drafter" of same. 14. Each party to this Agreement agrees to waive a jury trial on any dispute arising under this Agreement and each party agrees to have any dispute heard by the court without a jury. 15. The undersigned hereby represent and warrant that all action, approvals and consents necessary for the execution of this Agreement have been taken or obtained, and the persons executing this Agreement are authorized and directed to execute this Agreement. ** SPACE BELOW INTENTIONALLY LEFT BLANK ** IN WTINESS WHEREOF, the parties have executed this Agreement this day of May, 2008. Witnesses: 1 PrintName:��, Print Name: Are I ISLAN LLC LS Edwin O. Swift III, Manager STATE OF FLORIDA COUNTY OF MONROE On this "+(- day of May, 2008. before me personally appeared Edwin O. Swift III, as Manager of Islander Village, LLC, who is personally _known to me, and who acknowledged execution of the foregoing instrument. (SE Marion Hope Callas Notary Public A� Ca ommission # DD326W2 : Expires July 21, 2008 Jj �9qET9yF�n Nnnnn.IK l9P105•r019 BOARD OF COUNTY COMMISSIONE Clerk Deputy Clerk JUL 1 6 2008 Witnesses- — GWb1-\ Print Name: l 1 —j-190 Print Name: -; U ki rc.r a •=D OF MONROE COUNTY, FLORIDA By: Mayor Mario DiGe aro JUL-1 6 2008 COMCAST OF CALIFORNIA/ COLORADO/FLORIDA/OREGON, INC. By:: Printed Name: Its: 10M AUrA AM VP a Was 18801 NW 2nd 1v, Miami, FI eag9 STATE OF fE (3 m) 770. M COUNTY OF MTV/ ,Aid On this _LQh+ day of (.u1 2008. before me personally appeared I as 61&a of Comcast of Cali fomia/Colorado/Florida/Oregon, Inc., who is personally known to me, and who acknowledged execution of the foregoing instrument. , r _ . A,_ _ , (SEAL) NotaryWublic ELIZABETH M HECHT WM FEB 2e., ans exuwndnauylrn�9mtrls uenmf 4 EXHIBIT A LEGAL DESCRIPTION A parcel of land on Stock Island, being a part of Block 59, MALONEY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book I, Page 55, of the Public Records of Monroe County, Florida, and adjacent submerged lands, said parcel being more particularly described by metes and bounds as follows: Commencing at the W'ly Right -of -Way Line of Cross Street and the S'ly Right -of -Way Line of Fifth Avenue and run thence West along the S'ly Right -of -Way Line of the said Fifth Avenue for a distance of 450.00 feet to the Point of Beginning, said point also being the NW ly comer of LINCOLN GARDENS NO. 2 SUBDIVISION, as recorded in Plat Book 5, at Page 90, of the Public Records of Monroe County, Florida; thence continue West and along the S'ly Right -of -Way Line of the said Fifth Avenue for a distance of 691.45 feet; thence run South for a distance of 79.47 feet; thence run S :1 degrees 00' 00" W for a distance of 88,04 feet to a curve, concave to the Northeast and having for its elements a radius of 157.0 feet, and a delta of 43 degrees 00'; then" run SE'ly along the arc of said curve for a distance of 117.83 feet to the end of said curve•, thence run S 40 degrees 00' 00" E for a distance of 183.23 feet to a curve, concave to the North and having for its elements a radius of 92.0 feet and a delta of 95 degrees 00; thence run SE'ly and NE'ly along the are of said curve for a distance of 152.54 feet to the end of said curve; thence run N 45 degrees 00' 00" E for a distance of 406.95 feet to a curve, concave to the Northwest and having for its elements a radius of 87.0 feet, and a delta of I I degrees 49' 24"; thence run NE'ly along the arc of said curve for a distance of 17.95 feet; thence run East for a distance of 37.33 feet; thence run S 74 degrees 58' 15" E for a distance of 72.32 feet to a point that is on the W'ly boundary line of the said LINCOLN GARDENS NO. 2 SUBDIVISION; thence run North and along the W ly boundary line of the said LINCOLN GARDENS NO. 2 SUBDIVISION for a distance of 139.98 feet back to S'ly right- of-way line of the said Fifth Avenue and the Point of Beginning. Prepared by and Return to Spottswood, Spottswood & Spottswood 2008 SEP 2 6 Atli 10: 10 500 Fleming Street Key West, Florida 33040 C,M•fi,iv L. GRANT OF EASEMENT THIS GRANT OF EASEMENT is entered into this t7i' day of uJ, 2008 ! (herein "Agreement'), by and between MONROE COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose address is 1100 Simonton Street, Key West, Florida 33040 (herein "Monroe County"), and ISLANDER VILLAGE, LLC, a Florida limited liability company, its successors and assigns, whose address is 201 Front Street, Suite 224, Key West, Florida 33040 (herein "Islander Village"), collectively referred to herein as "Grantor", and, BELLSOUTH TELECOMMUNICATIONS, INC., d/b/a AT&T FLORIDA, whose address is 650 United Street, Key West, Florida 33040, (herein "AT&T") referred to herein as "Grantee." RECITALS WHEREAS Monroe County has purchased property from Drive -In, Ltd. and is now the owner of said real property located in Monroe County, Florida, which property is described on Exhibit "A" attached hereto and made a part hereof (herein "Affordable Property" or `Basement Area"); and, WHEREAS, Islander Village and Monroe County entered into a ninety-nine (99) year ground lease (hereinafter "Lease") recorded at Official Records Book 2301 at Page 365, pursuant to which Islander Village has leased the Affordable Property from Monroe County for the development and subsequent sale of eighty-nine (89) affordable units to individual unit owners (herein the "Project'); and, WHEREAS, the parties are desirous of entering into this Agreement to provide Grantee with a non-exclusive perpetual easement over, in, under and across the Affordable Property for communications purposes, together with a reasonable right of ingress and egress over said property; and, WHEREAS, Islander Village has requested service from Grantee for communications purposes of the Project; and, WHEREAS, the parties have agreed, under the terms and conditions set forth herein, to grant to Grantee the right to use the Affordable Property for the purposes set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. The above Recitals are true and correct and are hereby incorporated herein by reference. 2. Each Party hereto warrants that this grant of easement, and all terms and conditions contained herein, are supported by adequate consideration. 3. Islander Village and Monroe County hereby grant, convey, declare and create for the benefit of Grantee, a perpetual, non-exclusive easement, in, upon, over and across the Affordable Property for public utility purposes, together with the reasonable right of ingress and egress over said property so as to afford Grantee reasonable use and enjoyment of this easement for the purposes of facilities for communications services; provided, however, any future significant installation by AT&T of new facilities in the Easement Area or modification by AT&T of existing facilities in the Easement Area will be subject to the approval of Islander Village, except for any emergency work for service restoration. It is understood and agreed that the initial installation by AT&T of facilities in the Easement Area shall not require such approval. 4. AT&T shall indemnify, protect, defend and hold Grantor harmless from any and all liability, loss, damage, cost or expense (including but not limited to attorneys' fees and court costs at the trial level and during appellate proceedings) in which Grantor should incur as a result of or in connection with AT&T's use of the Affordable Property hereunder. 5. Grantee hereby acknowledges that Islander Village, its invitees, and contractors retain the right to use the Affordable Property. Monroe County hereby acknowledges that the grant of the easement set forth herein which encumbers the Affordable Property shall survive termination of the Lease with Islander Village. This easement shall run with the Affordable Property forever and be binding upon and inure to the benefit of and be enforceable by the parties hereto, their heirs, legal representatives, successors and assigns, including but not limited to the homeowners' association of the owners of the development located on the Affordable Property. 6. This Agreement may not be terminated or amended, modified, altered, or changed in any respect whatsoever, except by a further agreement in writing duly executed by the parties (or their successors or assigns) and recorded in Public Records of Monroe County, Florida, provided that Islander Village shall not be deemed such a party after termination of the Lease. No breach of the provisions of this Agreement shall entitle any party to cancel, rescind or otherwise terminate this Agreement, but such limitation shall not affect, in any manner, any other rights or remedies which any party may have by reason of any breach of the provisions of this Agreement. 7. This Agreement may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute one and the same Agreement. 8. Nothing contained in this Easement Agreement shall create or shall be deemed to create any easements or use rights in the general public or constitute a public dedication for any public use whatsoever. 2 9. In the event of any controversy, claim, or dispute relating to this instrument or the breach of it, the prevailing party shall be entitled to recover reasonable expenses, attorneys' fees, and costs. 10. If any provision of this Agreement, or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be severable and valid and enforceable to the fullest extent permitted by law. 11. All notices, consents, approvals or other communications hereunder shall be in writing and shall be deemed properly given if sent by United States certified mail, return receipt requested, addressed to the appropriate party or successor -in -interest. All notices for Monroe County shall be sent to: Board of County Commissioners 1100 Simonton Street Key West, FL 33040 Attn: Office of the County Attorney All notices for Islander Village, LLC shall be sent to: Edwin O. Swift III, Manager Islander Village, LLC 201 Front Street, Suite 224 Key West, FL 33040 All notices for AT&T shall be sent to: BellSouth Telecommunications, Inc. 9101 SW 24`h Street Miami, FL 33165 Attn: Director, Network Services 12. This Agreement shall be construed in accordance with the laws of the State of Florida. All parties acknowledge and agree that in the event of any dispute arising under this Agreement, the sole jurisdiction for such dispute shall be in Monroe County, Florida. 13. For the purposes of interpreting any ambiguity arising under this Agreement, no party shall be considered the "drafter" of same. 14. Each party to this Agreement agrees to waive a jury trial on any dispute arising under this Agreement and each party agrees to have any dispute heard by the court without a jury. 15. The undersigned hereby represent and warrant that all action, approvals and consents necessary for the execution of this Agreement have been taken or obtained, and the persons executing this Agreement are authorized and directed to execute this Agreement. 3 IN WITNESS WHEREOF, the parties have executed this Agreement this _ day of '2008. Witnesses: ISLANDER VILLAGE, LLC By' Print Name: dlym Edwin O. Swift III, Manager Print Name: PP;, tG �i e1 STATE OF FLORIDA COUNTY OF MONROE On this day of 4 /2 , 2008. before me personally appeared Edwin O. Swift III, as Manager of Islander Village, LLC, who is personally known to me, and who acknowledged execution of the foregoing instrumen . hi Marion Hope Cases No ryPublic - (SEALX !M Commission # D0325052 c Expires July 21, 2008 Pon<M Tm, Fain - InNnanta. Ik. IMM-7019 Attest: DANNY L. KOLHAGE, Clerk H . , Deputy Clerk Witnesses: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLOWRA t Mayor Mar*W$$3armvNTY ATTORNEY APPROV q_F.00R�M SUSAN NA MSLEY I ASSISTANT COUNTY ATTORNEY Date 7 - / BELL SOUTH t STATE OF FL9 BA(2�¢)pCO:G. COUNTY OF moNR@Em- + , On this Z day of 2008. before me personally appeared �\ Z -Z i_!V-. 2 Z- , as I (A of BELL SOUTH El TELECOMMUNICATIONS, INC., who is personally known to me, and who acknowledged execution of the foregoing instrument. `�jI harjwu6" y Public Notary Public Gwinnctt County, Gcorgia My Commission Expires Aug. 27, 20U8 (SEAL) 1xran,3r�� LEGAL DESCRIPTION A parcel of land on Stock Island, being a pan of Block 59, MALONEY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book I, Page 55, of the Public Records of Monroe County, Florida, and adjacent submerged lands, said parcel being more particularly described by metes and bounds as follows: Commencing at the W'ly Right -of -Way Line of Cross Street and the S'ly Right -of -Way Line of Fifth Avenue and run thence West along the Fly Right -of -Way Line of the said Fifth Avenue for a distance of 450.00 feet to the Point of Beginning, said point also being the NW'ly comer of LINCOLN GARDENS NO. 2 SUBDIVISION, as recorded in Plat Book 5, at Page 90, of the Public Records of Monroe County, Florida; thence continue West and along the S'ly Right -of -Way Line of the said Fifth Avenue for a distance of 691.45 fat; thence run South for a distance of 79.47 feet; thence run S 3 degrees W 00" W for a distance of 88.04 feet to a curve, concave to the Northeast and having for its elements a radius of 157.0 feet, and a delta of 43 degrees 00; then" run SE'ly along the arc of said curve for a distance of 117.83 feet to the and of said curve; thence run S 40 degrees 00' 00" E for a distance of 163.23 fat to a curve, concave to the North and having for its elements a radius of 92.0 feet and a delta or 95 degrees 00; thence run SE'ly and NE'ly along the are of said curve for a distance of 152.54 feet to the end of said curve; thence run N 45 degrees 00' 00" E for a distance of 406.95 feet to a curve, concave to the Northwest and having for its elements a radius of 87.0 feet, and a delta of I 1 degrees 49' 24"; thence run NE'ly along the arc of said curve for a distance of 17.95 feet; thence run East for a distance of 37.33 feet; thence root S 74 degrees 58' IS" E for a distance of 72.32 feet to a point that is on the W'ly boundary line of the said LINCOLN GARDENS NO. 2 SUBDIVISION; thence tun North and along the W ly boundary line of the said LINCOLN GARDENS NO. 2 SUBDIVISION for a distance of 139.88 feet back to S'ly right- of-way line of the said Fifth Avenue and the Point of Beginning. Prepared by and Return to: Spottswood, Spottswood & Spottswood 500 Fleming Street Key West, Florida 33040 GRANT OF EASEMENT THIS GRANT OF EASEMENT is entered into thisc vAay of 2008 (herein "Agreement'), by and between MONROE COUNTY, a political su division of the State of Florida, its successors and assigns, whose address is 1100 Simonton Street, Key West, Florida 33040 (herein "Monroe County"), and ISLANDER VILLAGE, LLC, a Florida limited liability company, its successors and assigns, whose address is 201 Front Street, Suite 224, Key West, Florida 33040 (herein "Islander Village"), collectively referred to herein as "Grantor", and, BELLSOUTH TELECOMMUNICATIONS, INC., d/b/a AT&T FLORIDA, whose address is 650 United Street, Key West, Florida 33040, (herein "AT&T") referred to herein as "Grantee." RECITALS WHEREAS Monroe County has purchased property from Drive -In, Ltd. and is now the owner of said real property located in Monroe County, Florida, which property is described on Exhibit "A" attached hereto and made a part hereof (herein "Affordable Property" or `Basement Area"); and, WHEREAS, Islander Village and Monroe County entered into a ninety-nine (99) year ground lease (hereinafter "Lease") recorded at Official Records Book 2301 at Page 365, pursuant to which Islander Village has leased the Affordable Property from Monroe County for the development and subsequent sale of eighty-nine (89) affordable units to individual unit owners (herein the "Project'); and, WHEREAS, the parties are desirous of entering into this Agreement to provide Grantee with a non-exclusive perpetual easement over, in, under and across the Affordable Property for communications purposes, together with a reasonable right of ingress and egress over said property; and, WHEREAS, Islander Village has requested service from Grantee for communications purposes of the Project; and, WHEREAS, the parties have agreed, under the terms and conditions set forth herein, to grant to Grantee the right to use the Affordable Property for the purposes set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1 The above Recitals are true and correct and are hereby incorporated herein by reference. 2. Each Party hereto warrants that this grant of easement, and all terms and conditions contained herein, are supported by adequate consideration. 3. Islander Village and Monroe County hereby grant, convey, declare and create for the benefit of Grantee, a perpetual, non-exclusive easement, in, upon, over and across the Affordable Property for public utility purposes, together with the reasonable right of ingress and egress over said property so as to afford Grantee reasonable use and enjoyment of this easement for the purposes of facilities for communications services; provided, however, any future significant installation by AT&T of new facilities in the Easement Area or modification by AT&T of existing facilities in the Easement Area will be subject to the approval of Islander Village, except for any emergency work for service restoration. It is understood and agreed that the initial installation by AT&T of facilities in the Easement Area shall not require such approval. 4. AT&T shall indemnify, protect, defend and hold Grantor harmless from any and all liability, loss, damage, cost or expense (including but not limited to attorneys' fees and court costs at the trial level and during appellate proceedings) in which Grantor should incur as a result of or in connection with AT&T's use of the Affordable Property hereunder. 5. Grantee hereby acknowledges that Islander Village, its invitees, and contractors retain the right to use the Affordable Property. Monroe County hereby acknowledges that the grant of the easement set forth herein which encumbers the Affordable Property shall survive termination of the Lease with Islander Village. This easement shall run with the Affordable Property forever and be binding upon and inure to the benefit of and be enforceable by the parties hereto, their heirs, legal representatives, successors and assigns, including but not limited to the homeowners' association of the owners of the development located on the Affordable Property. 6. This Agreement may not be terminated or amended, modified, altered, or changed in any respect whatsoever, except by a further agreement in writing duly executed by the parties (or their successors or assigns) and recorded in Public Records of Monroe County, Florida, provided that Islander Village shall not be deemed such a party after termination of the Lease. No breach of the provisions of this Agreement shall entitle any party to cancel, rescind or otherwise terminate this Agreement, but such limitation shall not affect, in any manner, any other rights or remedies which any party may have by reason of any breach of the provisions of this Agreement. 7. This Agreement may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute one and the same Agreement. 8. Nothing contained in this Easement Agreement shall create or shall be deemed to create any easements or use rights in the general public or constitute a public dedication for any public use whatsoever. 2 9. In the event of any controversy, claim, or dispute relating to this instrument or the breach of it, the prevailing party shall be entitled to recover reasonable expenses, attorneys' fees, and costs. 10. If any provision of this Agreement, or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be severable and valid and enforceable to the fullest extent permitted by law. 11. All notices, consents, approvals or other communications hereunder shall be in writing and shall be deemed properly given if sent by United States certified mail, return receipt requested, addressed to the appropriate party or successor -in -interest. All notices for Monroe County shall be sent to: Board of County Commissioners 1100 Simonton Street Key West, FL 33040 Attn: Office of the County Attorney All notices for Islander Village, LLC shall be sent to: Edwin O. Swift III, Manager Islander Village, LLC 201 Front Street, Suite 224 Key West, FL 33040 All notices for AT&T shall be sent to: BellSouth Telecommunications, Inc. 9101 SW 24`h Street Miami, FL 33165 Attn: Director, Network Services 12. This Agreement shall be construed in accordance with the laws of the State of Florida. All parties acknowledge and agree that in the event of any dispute arising under this Agreement, the sole jurisdiction for such dispute shall be in Monroe County, Florida. 13. For the purposes of interpreting any ambiguity arising under this Agreement, no party shall be considered the "drafter" of same. 14. Each party to this Agreement agrees to waive a jury trial on any dispute arising under this Agreement and each party agrees to have any dispute heard by the court without a jury. 15. The undersigned hereby represent and warrant that all action, approvals and consents necessary for the execution of this Agreement have been taken or obtained, and the persons executing this Agreement are authorized and directed to execute this Agreement. 3 IN WITNESS WHEREOF, the parties have executed this Agreement this _ day of 12008. Witnesses: Sp^ ISLANDER VILLAGE, LLC _--- Edwin O. Swift III, Manager STATE OF FLORIDA COUNTY OF MONROE On this day of b /1 , 2008. before me personally appeared Edwin O. Swift III, as Manager of Islander Village, LLC, who is personally known to me, and who acknowledged execution of the foregoing instrumen .��"/� FUIr1A q "".tr�l Marlon Hope Cases No azy Public 4 (SEAL ,a,' t Commission # 0325= *•.,, Expires July 21, 2008 „ • BonME Toy F.M ft !0 =-7019 Attest: DANNY L. KOLHAGE, Clerk By: _ Deputy Clerk Witnesses: _ BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA In Mayor Marip(DiftE1191 01 N TY ATTO R N EY APPROV 4S FORM: SUSAN M 041AASLEY ASSISTANT COUNTY ATTORNEY Data 7 ` / i— Uf BELLSOUTH i STATE OF Fl A 9 e q� � l� COUNTY OF M6NR9ElL ` r� On this Z• day of ,J �, 2008. before me personally appeared r k -SAc r2z I as � i r J Dt, ' i4e of BELL SOUTH Aft TELECOMMUNICATIONS, INC., who is personally known to me, and who acknowledged execution of the foregoing instrument. JtRryPublic Notary Public (SEAL) Gwinnett County, Georgia My Commission Expires Aug. 27, 2u08