Parcel 392RDUE PROJECT: 60145 — Golden Gate Blvd East
PARCEL No(s): 392RDUE
FOLIO No(s): 40930840002
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (hereinafter referred to as the "Agreement") is made
and entered into on this 22 ( day of ru r7 , 2016, by and between FERMIN
GUERRA AND MARILU GONZALEZ, whose mailing address is 3160 Golden Gate Blvd E.,
Naples, Florida 34120, (hereinafter referred to as "Owner"), and COLLIER COUNTY, a
political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail
East, do the Office of the County Attorney, Suite 800, Naples, Florida 34112 (hereinafter
referred to as "County").
WHEREAS, County requires a perpetual, non-exclusive road right-of-way, drainage,
and utility easementover, under, upon and across the lands described in Exhibit "A", which is
attached hereto and made a part of this Agreement (hereinafter referred to as the
"Easement"); and
WHEREAS, Owner desires to convey the Easement to County for the stated purposes,
on the terms and conditions set forth herein; and
WHEREAS, County has agreed to compensate Owner for conveyance of the
Easement.
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 is
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 Easement to County for the sum of:
$73,100.00
subject to the apportionment and distribution of proceeds pursuant to Paragraph 9 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 the cost to relocate the existing irrigation system and other improvements (if
any), and the cost to cut and cap irrigation lines (if any) extending into the Easement,
and to remove all sprinkler valves and related electrical wiring (if any), 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.
(TA)
Page 2
3. CLOSING DOCUMENTS AND CLEAR TITLE - Owner shall obtain from the holders of
any liens, exceptions and/or qualifications encumbering the Easement, the execution of
such instruments which will remove, release or subordinate such encumbrances from
the Easement 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) 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. IRRIGATION SYSTEM AND MISCELLANEOUS IMPROVEMENTS - Owner agrees to
relocate any existing irrigation system located on the Easement including irrigation lines,
electrical wiring and sprinkler valves, etc. (if any), prior to the construction of the project
without any further notification from County. Owner assumes full responsibility for the
relocation of the irrigation system (if any) on the remainder property and its performance
after relocation. Owner holds County harmless for any and all possible damage to the
irrigation system in the event owner fails to relocate the irrigation system prior to
construction of the project.
If Owner elects to retain improvements and/or landscaping ("Improvements") located on
the Easement (if any), Owner is responsible for their retrieval prior to the construction of
the project without any further notification from County. Owner acknowledges that
County has compensated Owner for the value of all improvements located within the
Easement area, and yet County is willing to permit Owner to salvage said improvements
as long as their retrieval is performed before construction and without interruption or
inconvenience to the County's contractor. All improvements not removed from the
Cq
Page 3
Easement prior to commencement of construction of the project shall be deemed
abandoned by Owner.
This provision shall survive Closing and is not deemed satisfied by conveyance of title.
6. 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.
7. 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 Easement, 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 Easement 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
Easement 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 Easement or any rights therein, nor enter into any agreements
granting any person or entity any rights with respect to the Easement, 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 Easement.
(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 Easement or which adversely affect Owner's ability to perform hereunder;
nor is there any other charge or expense upon or related to the Easement
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 Easement 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 Easement and G
Page 4
not to do any act or omit to perform any act which would adversely affect the
physical condition of the property underlying the Easement or its intended use
by County.
(h) The property underlying the Easement, 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 Easement 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 Easement 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 Easement; b) any existing or threatened environmental lien
against the property underlying the Easement; or c) any lawsuit, proceeding or
investigation regarding the generation, storage, treatment, spill or transfer of
hazardous substances on the property underlying the Easement. This provision
shall survive Closing and is not deemed satisfied by conveyance of title.
8. 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 7(h). This provision shall survive Closing and is not
deemed satisfied by conveyance of title.
9. CURATIVE INSTRUMENTS, PROCESSING FEES, TAXES - County shall pay all fees
to record any curative instruments required to clear title, and all Easement instrument
recording fees. In addition, County may elect to pay reasonable processing fees
required by lien-holders and/or easement-holders 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 Easement; 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.
10. PRIOR YEAR AD VALOREM TAXES - There shall be deducted from the proceeds of
sale all prior year ad valorem taxes and assessments levied against the parent tract
property which remain unpaid as of the date of Closing.
11. 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,
Cq
Page 5
personal representatives, successors, successor trustees, and/or assignees, whenever
the context so requires or admits.
12. PUBLIC DISCLOSURE - If the Owner holds the property underlying the Easement 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 Easement before the Easement held in such capacity is
conveyed to County. (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.)
13. ENTIRE AGREEMENT - Conveyance of the Easement, or any interest in the property
underlying the Easement, by 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.
14. BREACH AND TERMINATION - If either party fails to perform any of the covenants,
promises or obligations contained in this Agreement, such party will have breached this
Agreement and the other party may provide written notice of said breach to the party in
breach, whereupon the party in breach shall have 15 days from the date of said notice to
remedy said breach. If the party in breach shall have failed to remedy said breach, the
other party may, at its option, terminate this Agreement by giving written notice of
termination to the party in breach and shall have the right to seek and enforce all rights
and remedies available at law or in equity, including the right to seek specific
performance of this Agreement.
15. 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.
16. VENUE - This Agreement is governed and construed in accordance with the laws of the
State of Florida.
G
Page 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
AS TO COUNTY:
DATED:
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BR CK, Clerk COLLIER CO TY, FLORI A?�
( BY: e 71.41 :C'.tXdC
Attest as tOthairrnDifputy Clerk Donna Fiala, Chairperson
signature only.
AS TO OWNER:
DATED: `,.1 (P
Witness (Si gnat 9 re) Fermin Guerra
CA,IA 3 ;thy
Name 'rint or •e)
/ y
Witness (Signature)
qr/(
Name (Print or Type)
. '2/7401a
Witness (Signature) Marilu Gonzalez
Odoac5 Apt--.4e
Nam or
Witness (Signature)
/(7, e / AYrte-
Name (Print or Typ p
Approved as to form and legality:
eALud,"-jr,2 _ti
Assistant ount Attorney
Y
Last Revised:06/23/15
Cq