Parcel 122TCE PROJECT: 66066 Bridge Repairs — White & Cypress
PARCEL No(s): 122RDUE
FOLIO No(s): 37340920004
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
THIS TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (hereinafter
referred to as the "Agreement") is made and entered into on this '3't _ day of
aloI,", _ , 2015, by and between MICHAEL K. SCOFIELD AND LYNNA G.
SCOFIELD, husband and wife, whose mailing address is 3161 White Boulevard,
Naples, FL 34117 (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 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. RECITALS - 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. PURCHASE PRICE - Owner shall convey the TCE to County for the sum of:
$1,700.00
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 (if applicable) 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 not limited to (if applicable), 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. CLOSING DOCUMENTS AND CLEAR TITLE - 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. TIME IS OF THE ESSENCE - 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. MISCELLANEOUS REQUIREMENTS - 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. REPRESENTATIONS AND WARRANTIES - Owner agrees, represents and
warrants the following:
(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
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. INDEMNIFICATION - 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.
1. CURRATIVE INSTRUMENTS, PROCESSING FEES, TAXES - 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." In accordance with the provisions of
Section 201.01, Florida Statutes, concerning payment of documentary stamp
taxes by County, Owner shall further pay all documentary stamp taxes required on
the instrument(s) of transfer, unless the Easement is acquired under threat of
condemnation.
8. TERM OF EASEMENT - The term of the TCE shall commence upon the issuance
of Grantee's official Notice to Proceed to its roadway contractor for the
construction of the Bridge Repair — White Boulevard and Cypress Canal Project
66066, and shall automatically terminate 1,095 days therefrom.
9. EFFECTIVE DATE - 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.
10. PUBLIC DISCLOSURE - 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.)
11. ENTIRE AGREEMENT - 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.
12. SEVERABILITY - 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.
13. VENUE - 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: )01/3)d
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK; Clerk COLLIER COUNTY, FLORIDA
-s�
D C , BY /
Q`'Clerk TIM NANCE, Chairman
Attest as to - rm 's
signatureonly.
AS TO OWNER:
DATED: L `l a—)-Jl5
i 447//jel,
Witness (Signature) MICHAEL K. SCOFIE
Name (Print or Type)
ness (Signature) LY NA G. SCOFI LD
( g )
Name (Print or Type)
Approved as to form and legality:
elk H Apo .
CI�Y1 i I t• . 170171
Assistant County Attorney
Last Revised: 12/10/2014
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