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Parcel 102TCE Agreement PROJECT: 28th Avenue SE Bridge Construction Project No. 60123 PARCEL: 102TCE FOLIO: 41340200105 TEMPORARY CONSTRUCTION EASEMENT AGREEMENT THIS TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into on this VA day of J , 2014, by and between GOLDEN LAND PARTNERS, LLC, a Florida limited liability company, whose mailing address is do Matthew L. Grabinski, Esq., 20 North Wacker Drive, Suite 1722, Chicago, IL 60606-2904 (hereinafter referred to as "Owner") and COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assigns, whose mailing address is 3299 Tamiami Trail East, c/o the Office of the County Attorney, Suite 800, Naples, Florida 34112 (hereinafter referred to as "County"). WHEREAS, the County requires a Temporary Construction Easement over, under, upon and across the lands described in Exhibit "A" (hereinafter referred to as "TCE"), which is attached hereto and made a part of this Agreement, for the purpose of constructing bridge, roadway, sidewalk, drainage and utility facilities within the public right-of-way immediately adjacent thereto; subject to the restrictions contained herein; and WHEREAS, the Owner desires to convey the TCE to the County for the stated purposes, on the terms and conditions set forth herein; and WHEREAS, the County has agreed to compensate the Owner for conveyance of the TCE. NOW THEREFORE, in consideration of these premises, the sum of Ten Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, it is agreed by and between the parties as follows: 1. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below, and all Exhibits referenced herein are made a part of this Agreement. 2. Owner shall convey the TCE to County for the sum of $1,000.00 subject to the apportionment and distribution of proceeds pursuant to paragraph 8 of this Agreement (said transaction hereinafter referred to as the "Closing"). Said payment to Owner, payable by County Warrant or funds wire transfer, shall be full compensation for the Easement conveyed, including all landscaping, trees, shrubs, improvements, and fixtures located thereon, and shall be in full and final settlement of any damages resulting to Owner's remaining lands, costs to cure, including but CA not limited to the cost to relocate the existing irrigation system and other improvements, and the cost to cut and cap irrigation lines extending into the Easement, and to remove all sprinkler valves and related electrical wiring, and all other damages in connection with conveyance of said Easement to County, including all attorneys' fees, expert witness fees and costs as provided for in Chapter 73, Florida Statutes. 3. Owner shall obtain from the holders of any liens, exceptions and/or qualifications encumbering the TCE, the execution of such instruments which will remove, release or subordinate such encumbrances from the TCE upon their recording in the public records of Collier County, Florida. Prior to Closing and as soon after the execution of this Agreement as is possible, Owner shall provide County with a copy of any existing title insurance policy and the following documents and instruments properly executed, witnessed, and notarized where required, in a form acceptable to County (hereinafter referred to as "Closing Documents"): (a) Temporary Construction Easement; (b) Instruments required to remove, release or subordinate any and all liens, exceptions and/or qualifications affecting County's enjoyment of the Easement; (c) Closing Statement; (d) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit; (e) W-9 Form; and (f) Such evidence of authority and capacity of Owner and its representatives to execute and deliver this agreement and all other documents required to consummate this transaction, as reasonably determined by County, County's counsel and/or title company. 4. Both Owner and County agree that time is of the essence. Therefore, Closing shall occur within ninety (90) days of the date of execution of this Agreement or within thirty (30) days of County's receipt of all Closing Documents, whichever is the later. This agreement shall remain in full force and effect until Closing shall occur, until and unless it is terminated for other cause. At Closing, payment shall be made to Owner in that amount shown on the Closing Statement as "Net Cash to the Seller". 5. Owner and County agree to do all things which may be required to give effect to this Agreement immediately as such requirement is made known to them or they are requested to do so, whichever is the earlier. 6. Owner agrees, represents and warrants the following: CA (a) Owner has full right, power and authority to own and operate the property underlying the TCE, to enter into and to execute this Agreement, to execute, deliver and perform its obligations under this Agreement and the instruments executed in connection herewith, to undertake all actions and to perform all tasks required of Owner hereunder and to consummate the transaction contemplated hereby. (b) County's acceptance of the TCE shall not be deemed to be full performance and discharge of every agreement and obligation on the part of Owner to be performed pursuant to the provisions of this Agreement. (c) No party or person other than County has any right or option to acquire the TCE or any portion thereof. (d) Until the date fixed for Closing, so long as this Agreement remains in force and effect, Owner shall not encumber or convey any portion of the property underlying the TCE or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to the TCE, without first obtaining the written consent of County to such conveyance, encumbrance, or agreement, which consent may be withheld by County for any reason whatsoever. (e) There are no maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the TCE. (f) Owner has no knowledge that there are any suits, actions or arbitration, administrative or other proceedings or governmental investigations or requirements, formal or informal, existing or pending or threatened which affect the TCE or which adversely affect Owner's ability to perform hereunder; nor is there any other charge or expense upon or related to the TCE which has not been disclosed to County in writing prior to the effective date of this Agreement. (g) County is entering into this Agreement based upon Owner's representations stated in this Agreement and on the understanding that Owner will not cause the physical condition of the property underlying the TCE to change from its existing state on the effective date of this Agreement up to and including the date of Closing. Therefore, Owner agrees not to enter into any contracts or agreements pertaining to or affecting the property underlying the TCE and not to do any act or omit to perform any act which would change the physical condition of the property underlying the TCE or its intended use by County. (h) The property underlying the TCE, and all uses of the said property, have been and presently are in compliance with all Federal, State and Local CA environmental laws; that no hazardous substances have been generated, stored, treated or transferred on the property underlying the TCE except as specifically disclosed to the County; that the Owner has no knowledge of any spill or environmental law violation on the property contiguous to or in the vicinity of the TCE to be sold to the County, that the Owner has not received notice and otherwise has no knowledge of: a) any spill on the property underlying the TCE; b) any existing or threatened environmental lien against the property underlying the TCE; or c) any lawsuit, proceeding or investigation regarding the generation, storage, treatment, spill or transfer of hazardous substances on the property underlying the TCE. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 7. Owner shall indemnify, defend, save and hold harmless the County against and from, and reimburse the County with respect to, any and all damages, claims, liabilities, laws, costs and expenses (including without limitation reasonable paralegal and attorney fees and expenses whether in court, out of court, in bankruptcy or administrative proceedings or on appeal), penalties or fines incurred by or asserted against the County by reason or arising out of the breach of any of Owner's representations under paragraph 6(h). This provision shall survive Closing and is not deemed satisfied by conveyance of title. 8. County shall pay all fees to record any curative instruments required to clear title, and all TCE recording fees. In addition, County may elect to pay reasonable processing fees required by mortgagees in connection with the execution and delivery of a Release or Subordination of any mortgage, lien or other encumbrance recorded against the property underlying the TCE; provided, however, that any apportionment and distribution of the full compensation amount in Paragraph 2 which may be required by any mortgagee, lien-holder or other encumbrance-holder for the protection of its security interest, or as consideration due to any diminution in the value of its property right, shall be the responsibility of the Owner, and shall be deducted on the Closing Statement from the compensation payable to the Owner per paragraph 2. County shall have sole discretion as to what constitutes "reasonable processing fees." 9. The term of the TCE shall commence upon the issuance of Grantee's official Notice to Proceed to its contractor for the construction of the 28th Avenue Southeast Bridge Construction Project No. 60123, and shall automatically terminate 730 days therefrom. 10. This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustee, and/or assignees, whenever the context so requires or admits. CA 11. If the Owner holds the property underlying the TCE in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Owner shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, subject to the penalties prescribed for perjury, of the name and address of every person having a beneficial interest in the property underlying the TCE before the TCE held in such capacity is conveyed to County, its successors and assigns. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 12. Conveyance of the TCE, or any interest in the property underlying the TCE, by the Owner is contingent upon no other provisions, conditions, or premises other than those so stated herein; and this written Agreement, including all exhibits attached hereto, shall constitute the entire agreement and understanding of the parties, and there are no other prior or contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants not contained herein. No modification, amendment or cancellation of this Agreement shall be of any force or effect unless made in writing and executed and dated by both Owner and County. 13. Should any part of this Agreement be found to be invalid, then such invalid part shall be severed from the Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and not be affected by such invalidity. 14. This Agreement is governed and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. AS TO COUNTY:DATED:c )\ 2o(q ATTEST: x . BOARD OF CO NTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER OU I Y, FLORIDA I -MILK BY: ._ I+ -st as to Chat p ut. �•- TO HENNING, Chair► an irman s signature only. AS TO OWNER: GOLDEN LAND PARTNERS, LLC a Florida limited liability company DATED: Lo ( "1 20I j By: 6L-1 ess (Sign ture) Gary V. Chensoff. Mana,=049 Member avi.chfyL.- f. To. Name (Print or Type) Witness (Signature) Vet Name (Print or Type) Approved as to form and legality: Oil • • AALA Ira° Assistant County Attorney NOTES: a 1. BEARINGS SHOWN HEREON ARE BASED ON THE NORTH LINE OF TRACT 5 AS SHOWN ON THE GOLDEN GATE ESTATES, UNIT NO 88 0 ° °� EXHIBIT "A" SUBDIVISION AS RECORDED IN PLAT BOOK, 5 PAGE 27, BEING S 89'40'50" E. 0 15' 30' 60' `^ L.,2. DIMENSIONS SHOWN HEREON ARE IN U.S. SURVEY FEET AND SCALE: 1" = 30' R gi DECIMALS THEREOF. ° o 3. THIS SKETCH & DESCRIPTION IS NOT VALID WITHOUT THE THIS PLAN MAY HAVE BEEN ENLARGED S SIGNATURE AND ORIGINAL RAISED SEAL OF A LICENSED FLORIDA OR REDUCED FROM INTENDED DISPLAY ;$ SURVEYOR AND MAPPER. NO ADDITIONS OR DELETIONS TO THIS SCALE FOR REPRODUCTION REASONS PLAN ARE PERMITTED WITHOUT THE EXPRESSED WRITTEN CONSENT I- OF THE SIGNING PARTY. Z 4. REVISED PER COUNTY COMMENTS, 15 JULY 2013. w ~ V) A PORTION OF TRACT 6 w W 6 GOLDEN GATE ESTATES, UNIT NO. 88 o N CC W PB 5, PG 27 °'`° Z� W O LANDS NOW OR FORMERLY OF orq O 0 OW g2 c,0 OPPORTUNITIES REAL OR 4600, PG 2D584LLP z.4.- ? a 0.11--,- H O o� c7 ° 00Z� -- ---F- _0 tea -- Q 0 • = 0)1- vi a, 0 W 0 Zc'Z LLi szc O�o z .e Z coZ>-a0 28th AVENUE SE W a Z N N U V J �Z Q v °�00 3 / I H Z W o I- }�Za o � �O q o Q S 89'40'50" E (BEARING BASIS - NORTH LINE OF TRACT 5) W; °c 3 IZ ceQ M c.DO,� CO pO g� O r Z 0m' 3 V kJ U.i S 89°40'50"E 142.76' 4 N - W W -_w P.O.B. F- N 00 N 89°40'50"W 122.86' co 00 6 CO oo ro r c-, S 45°48'45"W M e °t'' s °co PROPOSED . 0_J,- G°` cu o tiZ z 14.27' TEMPORARY °O Cz >- ..0 2c°' ' 8 o W� S 1°18'20"w CONSTRUCTION ° O z � s o F S `) 10.00' o W N 89°40'50"W EASEMENT C N 0 I-C <0 o a m w WAN 10.00' pia L< m c . m cp A PORTION OF TRACT 5 I O O a ,I = I Q a GOLDEN GATE ESTATES, UNIT NO. 88 z N it 0 0 0 2 "' C ° t`r 'EC P8 5, PG 27 °Wm �g I c W I I--,,. D! D_ 0 .� Cl N ct) 4,(3a LANDS NOW OR FORMERLY OF eL 0 N w cam`, n • 2 GOLDEN LAND PARTNERS, LLC <z °°w d 3 o PARCEL 21 - OR 4724, PG 2086 o g°C 8 -LE)° FOLIO NO. 41340200105 p < co °cc 0 0 C c;V1 i0c1C, C0 O 0 a "0 • am PROPERTY DESCRIPTION ro �, o A TEMPORARY CONSTRUCTION EASEMENT LYING IN SECTION 30, TOWNSHIP 3 N 49 SOUTH, RANGE 28 EAST, COLLIER COUNTY FLORIDA, BEING MORE ? 3 PARTICULARLY DESCRIBED AS FOLLOWS; rr ! n 3 w COMMENCING AT THE NORTHEAST CORNER OF THE LANDS DESCRIBED AS © c N PARCEL 21 IN OFFICIAL RECORDS BOOK 4724, PAGE 2086 OF THE �y C :---4 w PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, THENCE RUN ALONG THE �T o EAST LINE OF SAID LANDS, SOUTH 00'19'07" WEST FOR A DISTANCE OF O CO l� ;, ;g 30.00 FEET TO A POINT ON THE SOUTH LINE OF THE 60' WIDE ROADWAY w p AS SHOWN ON THE GOLDEN GATE ESTATES, UNIT NO. 88 SUBDIVISION, N . '.O RECORDED IN PLAT BOOK 5, PAGE 27 OF THE PUBLIC RECORDS OF 1 M rn COLLIER COUNTY, FLORIDA; THENCE RUN ALONG SAID SOUTH LINE, NORTH C'\I 89'40'50" WEST FOR A DISTANCE OF 5.80 FEET TO THE POINT OF 0 J Ct m o c' I F.BEGINNING OF THE HEREIN DESCRIBED TEMPORARY CONSTRUCTION w �-I a) = N v EASEMENT; I- - =m G j THENCE RUN IN AND THROUGH SAID PARCEL 21 AS DESCRIBED IN OFFICIAL ❑ RECORDS BOOK 4724, PAGE 2086, SOUTH 00'44'12" WEST FOR A W < (0 0 N DISTANCE OF 10.00 FEET; THENCE NORTH 89'40'50" WEST FOR A DISTANCE ' ' OF 122.86 FEET; THENCE SOUTH 45'48'45" WEST FOR A DISTANCE OF V j m 14.27 FEET; THENCE SOUTH 01'18'20" WEST FOR A DISTANCE OF 10.00 ce FEET; THENCE NORTH 89'40'50" WEST FOR A DISTANCE OF 10.00 FEET TO coil A POINT ON THE EAST LINE OF THE 95 FOOT WIDE DRAINAGE EASEMENT f- AS SHOWN ON THE GOLDEN GATE ESTATES, UNIT NO. 88 SUBDIVISION, LEGEND c- RECORDED IN PLAT BOOK 5, PAGE 27 OF THE PUBLIC RECORDS OF POC OINT OF COMMENCEMENT < 8 s ` c o - o COLLIER COUNTY, FLORIDA; THENCE RUN ALONG SAID EAST LINE, NORTH P08 OINT OF BEGINNING a u ° > 4 D' 01'18'20" EAST FOR A DISTANCE OF 30.00 FEET TO THE INTERSECTION PB LAT BOOK N j WITH THE SOUTH LINE OF SAID 60' WIDE ROADWAY AS SHOWN ON THE PG AGE . Q GOLDEN GATE ESTATES, UNIT NO. 88 SUBDIVISION; THENCE RUN ALONG OR FACIAL RECORDS BOOK m u.a LB ICENSED BUSINESS > ' wo SAID SOUTH LINE, SOUTH 89'40'50" EAST FOR A DISTANCE OF 142.76 m o FEET TO THE POINT OF BEGINNING; PSM ROFESSIONAL SURVEYOR AND MAPPER Z Y O .. NO. NUMBER < = m c6 a w 1"- CONTAINING 1,678 SQUARE FEET, MORE OR LESS. o ° CO o LL CO j CP