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The Estates @ TwinEagles Property Transfer & Construction AgreementPROJECT: 60018 16B 6 PARCEL NOS: 138 / 838 / 538 PROPERTY TRANSFER AND CONSTRUCTION AGREEMENT THIS PROPERTY TRANSFER AND CONSTRUCTIOlAGREEMENT (hereinafterIO referred to as the "Agreement") is made and entered into this ice day of _6LL , 2003, by and between THE ESTATES AT TWINEAGLES, LTD., a Florida limited partnership F/K/A TWINEAGLES DEVELOPMENT COMPANY, LTD., SUCCESSOR BY MERGER TO TALON LAND GROUP, LTD., (hereinafter referred to as "Owner"), and COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assigns (hereinafter referred to as "County"). WITNESSETH: WHEREAS, County requires a fee estate ("Fee Estate"), in that portion of Owner's land described in Exhibit "A" (hereinafter referred to as "Parcel 138"); and WHEREAS, County requires a Perpetual and Non-exclusive, Sidewalk, Drainage and Utility Easement from Owner over, under, upon and across that land described in Exhibit `B" (hereinafter referred to as "Parcel 538"); and WHEREAS, County requires a Temporary Drainage Easement from Owner over, under, upon and across that land described in Exhibit "C" (hereinafter referred to as "Parcel 838" ) for the construction of a storm water retention and treatment pond until such time as Owner develops the Parent Tract property and constructs a lake and water management system into which County may discharge and treat stormwater run-off from Immokalee Road; and WHEREAS, Owner desires to convey Parcel 138 and grant easements over Parcels 538 and 838 to County for the stated purposes; and WHEREAS, Owner intends to develop its property (hereinafter referred to the "Parent Tract"), and to construct a lake and water management system for the Parent Tract which will accommodate stormwater run-off from Immokalee Road; and f WHEREAS, Owner may desire to reclaim and develop those lands to be encumbered by Parcel 838 once the lake and water management system for the Parent Tract is operational, and to provide County with a permanent access and maintenance easement connecting the stormwater discharge structure (located at approximately Station No. 375 + 00 of the plans for the four- laning of Immokalee Road from CR -951 to 43`d Avenue Northeast, Collier County Project No. 60018) to the aforesaid lake and water management system for the Parent Tract; and WHEREAS, County shall have no use for Temporary Drainage Easement Parcel 838, if the permanent drainage easements from the discharge structure at Station 375 + 00 to and encompassing the lake and water management system for the Parent Tract have been conveyed County and accepted thereby; and WHEREAS, Parcels 138, 538, and 838 (legal descriptions of which are attached hereto as Exhibits A, B and C, and made a part hereof) and all improvements located thereon, and the future access and maintenance easement, as well as a future lake and water management system drainage easement are hereinafter collectively referred to as the 'Property"; and WHEREAS, Owner is responsible for the construction of a wildlife crossing under Immokalee Road and across the Cocohatchee Canal running parallel thereto as a condition of Owner's Environmental Resource Permit for the development of the Parent Tract; and WHEREAS, County is able to construct said wildlife crossing in an efficient and cost effective manner during the four-laning of Immokalee Road from CR -951 to 43`d Avenue Northeast, Collier County Project No. 60018, and with minimal disruptions to the traveling public, as compared with Owner's ability to construct said wildlife crossing separate and apart from the public transportation improvement project; and WHEREAS, County desires to construct said wildlife crossing under Immokalee Road as a part of the Immokalee Road four-laning project, in exchange for the Owner's donation of the Property to County; and WHEREAS, Owner desires to convey the Property to County for the stated purposes and without compensation, on the terms and conditions set forth herein; and WHEREAS, County has agreed to the stated terms and conditions. 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. The above recitals are true and correct and are incorporated herein. 2. Owner shall convey the Property to County for no monetary compensation pursuant to the terms of this Agreement. Owner represents that there are no damages resulting to Owner or Owner's land (Parent Tract) as a result of this conveyance. 3. The County agrees to design and construct, at County's expense, a wildlife crossing in accordance with the constructions plans attached hereto as Exhibit "D," and in compliance with South Florida Water Management District Permit No. 11-01567-P-02. Construction shall be part of the Immokalee Road widening project scheduled for construction in FY 2003 and shall be performed in accordance with the plans attached hereto. The parties hereto expressly acknowledge and agree that the County's performance is not conditioned in any way on the ability of Owner to successfully complete construction of and permit its proposed wildlife crossing and flow -way and the County makes no representations that the improvements depicted in the attached plans will comply with any requirements imposed by the SFWMD for a completed flow -way and wildlife crossing, except as stated above, or function for the particular purpose intended by Owner. The inability of Owner to complete the proposed improvements so that they function as a flow -way and wildlife crossing, or to obtain the necessary permits and approvals for the completed improvements, shall not constitute grounds to avoid, terminate, rescind or reform this agreement, or any portion thereof. Nothing contained in this Agreement shall be construed as imposing any condition or creating any obligation on the County to participate in any efforts by Owner to permit these improvements. All improvements described herein as being constructed by the County shall remain the property of the County. 4. The County shall construct a stormwater retention and treatment pond (designed for the ultimate six-laning of Immokalee Road) covering approximately 3.40 acres (to an elevation of 16.2, NGVD) within Parcel 838 (having a total area of 4.771 acres) designed to receive water from Immokalee Road and treat a drainage area of approximately 15.42 acres. Any fill remaining after the pond is constructed which is not needed for construction of the pond, or any berm designed around the pond, shall be left on the adjoining property of Owner and remain the property of Owner. County will maintain the stormwater retention and treatment pond constructed within Parcel 838 for a period of three years after the completion of construction of the Immokalee Road four-laning improvements or until such time as Owner obtains a surface water management permit from the SFWMD covering both the Temporary Drainage Easement (Parcel 838) and the adjoining property owned by Owner ("Parent Tract"), whichever occurs first. 5. Upon obtaining a surface water management permit from the SFWMD covering both Parcel 838 and the Parent Tract, Owner may construct a lake and water management system on the Parent Tract in such a fashion as to accept the 15.42 acre stormwater discharge from Immokalee Road, and if so constructed, the Temporary Drainage Easement over Parcel 838 shall expire, and Owner will provide to County, in a recordable form, a permanent easement for access and maintenance purposes connecting the stormwater discharge structure (located offset Station No. 375+00 of the construction plans for the four-laning of Immokalee Road from CR -951 to 43`d Avenue Northeast, Collier County Project No. 60018) to Owner's lake and water management system on the Parent Tract; at which time County will release the Temporary Easement and Owner shall thereafter maintain the lake and water management system on the Parent Tract. Owner may elect not to replace the treatment pond within Parcel 838. In that event, the Temporary Easement shall expire, and Owner will provide to County, in a recordable form, (i) a permanent easement over the actual boundaries of the 3.4 acre treatment pond t constructed within Parcel 838 and (ii) a permanent easement for access and maintenance purposes connecting the stormwater discharge structure (located offset Station No. 375+00 of the construction plans for the four-laning of Immokalee Road from CR -951 to 43`d Avenue Northeast, Collier County Project No. 60018) to the 3.4 acre treatment pond located within Parcel 838, at which time County will release the Temporary Easement and Owner shall thereafter maintain the treatment pond on Parcel 838. 6. Owner shall have sole discretion over the location and configuration of its lake and water management system as long as it does not affect the intended function of the pond and meets the conditions of the County's Environmental Resource Permit. Owner will not discharge into Parcel 838 unless approved as part of Owner's surface water management permit. It is the parties' intent that the Owner may replace the Temporary Drainage Easement over Parcel 838, by constructing a discharge conveyance system from the point of Immokalee Road stormwater discharge to Owner's lake and water management system, whether via underground pipe or via open swale, and if so replaced, the County will have such rights of access from the location of the Immokalee Road stormwater discharge structure to Owner's future lake and water management system as are necessary to ensure the lake and water management system's ability to accept and to treat the 15.42 acre area stormwater discharge, and to maintain the stormwater conveyance system, irrespective of whether Owner has assumed maintenance responsibilities per this provision. 7. Upon the replacement of Temporary Drainage Easement over Parcel 838 with the permanent lake and water management system on the Parent Tract, Owner shall remove Drainage Structure "OCS-4" as shown on County's construction plans for the four-laning of Immokalee Road from CR -951 to 43`d Avenue Northeast, Collier County Project No. 60018, offset from Station 370+00, and shall cap the 48 -inch pipe to which said Drainage Structure was attached to prevent errant stormwater discharge into the Cocohatchee Canal. 8. 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 Sidewalk, Drainage and Utility Easement and Temporary Drainage Easement, and remove or release such encumbrance from the Fee Estate, 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. 9. 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 the instruments required by paragraph 8 above. At Closing, Owner shall deliver to County (i) a Warranty Deed for the Road Right -of -Way, (ii) a Temporary Drainage Easement and (iii) a Sidewalk, Drainage and Utility Easement, in forms reasonably acceptable to County. 10. Conveyance of the Property by Owner is contingent upon no other provisions, conditions, or premises other than those so stated herein; 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. 11. Owner is aware and understands that the "offer" to transfer property represented by this Agreement is subject to acceptance and approval by the Board of County Commissioners of Collier County, Florida. 12. 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 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. 13. 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 12. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 14. County shall pay for all costs associated with this transaction including but not limited to recording costs, transfer, documentary and intangible taxes, except that recording costs for any curative instruments shall be borne and paid by Owner. Owner shall be responsible for paying any costs and/or fees associated with securing from mortgagee(s), and recording in the public records of Collier County, Florida, such full or partial release(s), satisfaction(s) or subordinations(s) as are necessary to convey a clear and marketable title to the Property. The cost of a title commitment and title policy shall be paid by County. The Owner will be responsible for its own attorney's fees, expert fees and all other costs incurred as a result of the County's acquisition of the Property. 15. 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. 16. 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.) 17. 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 day and year first above written. Date Property acquisition approved by BCC: November 27, 2001 N 11 4 - 0)A76I I' 'JOAC I C Clerk iy Uerk— s i 4no 4- 'Y AS TO OWNER: (1) Sig re Cynthia L MeskKokes Printed/Typed Name Signature c Printed/Typed Name Ap vs t fors 1 sufficiency 00, Assistant County Attorney Ellen T. Chadwell BOARD OF4TY NTY C MMIS S IONERS COLLIER CJ:� A BY: TOM HENNING, Chairman 3�,.5 = 0 3 THE ESTATES AT TWINEAGLES, LTD., a Florida limited partnership, et al., By: RCP/TE Management LLC, General Partner By: Resource Conservation Properties, Inc., as anagiMe er By: � K � 6 David H. Gfraham, Vice President (Corporate Seal) all �II En W 16B 6---EXHIMTAPow -1-of- 100' R/W ±n. NORTH LINE OF SECTION 29 --ADS.R. 846 ,Wt4EAGLES DEVELOPMENT COMPANY, L'M O.R. 2315, PG. 2035 NOT TO SCALE: Notes: 1. This is not a survey. 2. Basis of bearing is N/A. 3. Subject to easements, reservations and restrictions of record. N DESCRIPTION: The Northerly 55.00 feet, of the West 1/2 of the West 1/2 of Section 29, Township 48 South, Range 27 East, Less the North 100 feet for road right—of—way purposes and LESS the West 30 feet thereof for road right—of—way purposes, Collier County, Florida. Containing 1.586 acres more or less. 66"66 0 100 200 300 SCALE: 1 "=200 REVISED 2/12/03 Fab 12, 2003 — 13:44:58 MLAMURE : survdw 1mmoka1aa Road 00-01E PROJECT NO.: 60018 PARCEL N0.: 138 W11Md fills i ~` PYrrwi • &O)ws • Eocb9' 1 • &'MY" • L141M Mlftcr . 7rwmrwyrm Carrdhnb WhorAdbr ha • aaaoewrLrx eW am AVW 'Fat ' aw.ron • ""p' N4* Pau ; •Rau NftN41a • DO y4 • ft -ft a *=A r'= Au DAVID J. ATT, .S.M. (FOR THE FIRM) FLA. UC. 0. 5 34 NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER COLLIER COUNTY DEPARTMENT OF TRANSPORTATION SKETCH AND DESCRIPTION 04014-000-000—ecool 1 1 of 1 y_ 10 1 � o<*"� G � O� NOT TO SCALE: Notes: 1. This is not a survey. 2. Basis of bearing is N/A. 3. Subject to easements, reservations and restrictions of record. N DESCRIPTION: The Northerly 55.00 feet, of the West 1/2 of the West 1/2 of Section 29, Township 48 South, Range 27 East, Less the North 100 feet for road right—of—way purposes and LESS the West 30 feet thereof for road right—of—way purposes, Collier County, Florida. Containing 1.586 acres more or less. 66"66 0 100 200 300 SCALE: 1 "=200 REVISED 2/12/03 Fab 12, 2003 — 13:44:58 MLAMURE : survdw 1mmoka1aa Road 00-01E PROJECT NO.: 60018 PARCEL N0.: 138 W11Md fills i ~` PYrrwi • &O)ws • Eocb9' 1 • &'MY" • L141M Mlftcr . 7rwmrwyrm Carrdhnb WhorAdbr ha • aaaoewrLrx eW am AVW 'Fat ' aw.ron • ""p' N4* Pau ; •Rau NftN41a • DO y4 • ft -ft a *=A r'= Au DAVID J. ATT, .S.M. (FOR THE FIRM) FLA. UC. 0. 5 34 NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER COLLIER COUNTY DEPARTMENT OF TRANSPORTATION SKETCH AND DESCRIPTION 04014-000-000—ecool 1 1 of 1 y_ 10 N at W � IN n� EXHIPIT..�B pa"--I--Of R W F SECTION 2916B=i00'� NORTH LINE 0 _ 9 - - - - IMMOKALEE ROAD_____- - - - -- - S.R. 846 'g $ :0 N r 1 TWINEAGLES DEVELOPMENT COMPANY, LTO O.R. 2366. PG. 2035 NOT TO SCALE: • •• •• DESCRIPTION: Notes: 1. This is not a survey. 2. Basis of bearing is N/A. 3. Subject to easements, reservations and restrictions of record. The Southerly 23.00 feet of the Northerly 78.00 feet, of the West 1/2 of the West 1/2 of Section 29, Township 48 South, Range 27 East, Less the North 100 feet for road right—of—way purposes and LESS the West 30 feet thereof for road right—of—way purposes, Collier County, Florida. Containing 0.663 acres more or less. REVISED 2/26/03 Fab 26. 2003 — 14:09:24 MLAMUR wurvdw 1mmaka1e* Roa 00-011 PROJECT No.: 60018 PARCEL NO. : 538 wils NMiller a_R� rrm" . &G w o • @ooMpiir • e—mv • LA140pe. a..ut" ha �e+rL•narmo• Nqu • �' • ar��ii' - 1141.1 Radt aas+lm • rtiar Ntsrolp • Rq r `awls • ft -ft wRiaA1hrmro c DAVID ATT, (FOR THE FIRM) FLA. LICJi NO. 5 4 NOT VAUD WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER COLLIER COUNTY DEPARTMENT OF TRANSPORTATION SKETCH AND DESCRIPTION anc l nuMULK; FILE NO.: 04014-000-000—BG001 1 of 1 I 1H-10 EXHpBIT� paw-L"! t681, 100' R/W NORTH LINE OF SECTION 29 - - IMMO_KAL= ROAD .......... S.R. S46 R yy 'b U3U, _ V DVAL.CPMENT COMPANY, LM O.R. 2365. PG. 2036 NOT TO SCALE: Notes: 1. This is not a survey. 2. Basis of bearing is N/A. 3. Subject to easements, reservations and restrictions of record. N DESCRIPTION: The Southerly 370.45 feet, of the Northerly 548.45 feet, of the Easterly 560.58 feet, of the West 1/2 of the West 1/2 of Section 29, Township 48 South, Range 27 East, Collier County, Florida. Containing 4.771 acres more or less. 6�� 0 100 200 300 REVISED 2/26/03 REVISED 2/12/03 rob 26. 2003 — 14.12:50 MLAMUR nurvdw ImmokaN* Road 00-01! °RWECr NO.: 60018 1 wutcEL NO. : 838 WilOffiller Rwu>aa ftowr' B'pl""' ' Eook • ermm • i..rr�rnp.Andr.a� • A.Mvararm a P-0-161 aaV"T1^ 8*AV • r4r.► =• z.-*raoa•" r•=oar • rwab M06WAN . DAVID J. H TT, n FLA. LIC. 58 4 (FOR THE FIRM) NOT VAU WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER COLLIER COUNTY DEPARTMENT OF TRANSPORTATION SKETCH AND DESCRIPTION PROJECT NO.: �SHEWUMBER: FlLE NO.:02/03 o4o�s-000-000-ecoorv 1H-1 D �..■ EXHMIT n Page -- W—1 .. 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