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CAT Shelter - Easement (Opthamology Research Foundation) Donation Agreement ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Jennifer A. Belpedio, Esq., Asst. County Attorney County Atty. 2. BCC Office Board of County Commissioners 11•1/5/ 3. Minutes and Records Clerk of Court's Office 01124ii , 3: PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff C.Perry Peeples Phone Number 239-252-8073 Contact/Department Agenda Date Item was February 23,2010 Agenda Item Number 16-B-1 17 Approved by the BCC Resolution 2010-39 Type of Document Easement Number of Original Attached Subordination,Consent&Joinder Documents Attached 2 PO number or account 426-138336-649030-60083 RECORDING FORM number if document is ATTACHED to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? w‘e 0 14N 2. Does the document need to be sent to another agency for as.itional signatures? If y; , I N/A provide the Contact Information(Name;Agency;Address; ' one)on an attache, eet. 3. Original document has been signed/initialed for legal sufficiency. - :: • ents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's CPP signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC as stated above and all changes made CPP during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready fo he Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 PROJECT: CAT SHELTER EASEMENT PARCEL: 3880 Tamiami Trail North FOLIO: 22770160009 DONATION AGREEMENT THIS DONATION AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into by and between THE OPHTHALMOLOGY RESEARCH FOUNDATION, INC., a Florida not for profit corporation (hereinafter referred to as "Owner"), whose mailing address is 1638 NW 10th Avenue, Miami, FL 33136, and COLLIER COUNTY, a political subdivision of the State of Florida, (hereinafter referred to as "County"), whose mailing address is 3335 Tamiami Trail East, Suite 101, Naples, Florida 34112. WITNESSETH: WHEREAS, County has requested that Owner convey to the County a perpetual, non- exclusive easement for the purpose of constructing, operating, maintaining repairing and replacing paving, benches, bicycle racks, trash receptacles, overhead shelter and facilities associated with a bus stop and shelter over, under, upon and across the lands described in Exhibit "A" (hereinafter referred to as the "Property"), which is attached hereto and made a part of this Agreement; and WHEREAS, Owner recognizes the benefit to Owner and desires to convey the Property to the County for the stated purposes, on the terms and conditions set forth herein, said terms including that no compensation shall be due and payable for the Property requested by County. 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. Owner shall convey the Property via an Easement to County at no cost to the County, unless otherwise stated herein. 2. Prior to Closing, Owner shall obtain from the holders of any liens, exceptions and/or qualifications encumbering the Property, the execution of such instruments which will remove, release or subordinate such encumbrances from the Property upon their recording in the public records of Collier County, Florida. Owner shall provide such instruments, properly executed, to County on or before the date of Closing. 3. This Agreement shall be null and void, and of no further force or effect, unless Closing shall occur within sixty (60) days from the date County executes this Agreement; provided, however, that County shall have the unilateral right to extend the term of this Agreement pending receipt of such instruments, properly executed, which either remove, release or subordinate any and all such liens, encumbrances or qualifications affecting County's enjoyment of the Property. 4. Owner is aware and understands that this Agreement is subject to the acceptance and approval by the Board of County Commissioners of Collier County, Florida. 5. Owner represents that the Property and all uses of the 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 except as specifically disclosed to the County; that the Owner has no knowledge of any spill or environmental law violation on any property contiguous to or in the vicinity of the Property to be conveyed to the County, that the Owner has not received notice and otherwise has no 1 knowledge of a) any spill on the Property, b) any existing or threatened environmental lien against the Property or c) any lawsuit, proceeding or investigation regarding the generation, storage, treatment, spill or transfer of hazardous substances on the Property. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 6. Owner shall indemnify, defend, save and hold harmless the County against and from, and to 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 Owner's representation under Section 5. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 7. County shall pay for all costs of recording the conveyance instrument, and recording costs for any curative instruments, in the Public Records of Collier County, Florida. County shall be responsible for paying any costs and/or fees associated with the recording a Subordination, Consent & Joinder of Easement of the mortgage(s) recorded against the Property from the mortgagee(s). All other costs associated with this transaction including but not limited to transfer, documentary and intangible taxes shall be borne and paid by Owner. The cost of a title commitment shall be paid by County. 8. 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 trustees, and/or assignees, whenever the context so requires or admits. 9. Conveyance of the Property by Owner is contingent upon no other provisions, conditions, or premises other than those so stated above; and the 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. 10. Owner shall have the right to paint and maintain the roof of the overhead shelter constructed on the Property to match the color of Owner's buildings. 11. If the Owner holds the Property 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, of the name and address of every person having a beneficial interest in the Property before the Property 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. This Agreement is governed and construed in accordance with the laws of the State of Florida 2 IN WITNESS WHEREOF, the parties have caused these presents to be executed as of the date and year set forth below. AS TO COUNTY: DATE ACQUISITION APPROVED BY BCC: a/13/10 ATTEST: BOARD OF C'" NT COMM • ! S DWIGHT E. BROCK Clerk COLLIER C'd N , • : • t �. !j I / !� BY: ,� � Deft y Clerkr D SOLIS, CHAIRMAN Attest as to Ch �' signore only. AS TO OWNER: DATED: °-1II?v 1 /- WITNESSES: l 1UL*n 4 `� ` � THE OPHTHALMOLOGY RESEARCH Witness (Signature) FOUNDATION, INC., a Florida not for profit corporation Name: Har"erCAASOi (Print) G' , By: Witness (Signatur ) Its: si cier1 t Name: ///y' (965 (Print) Name: EdlitarCIO C. Alfonso (Print or type) Approved as to form and legality: 1 ar r� Jenni er A. Belpedi• Assistant County Atto:, •y `" 3 EXHIBIT .. 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