Parcel 130
PROJECT: Santa Barbara Boulevard
PARCEL No: 130
FOLIO No(s): 38170000009
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (hereinafter referred to as the "Agreement") is made and
entered into on this {3TH day of OCTß~~.{ ,2005, by and between
COLONNADE ON SANTA BARBARA, llC, a Florida limited liability company, whose
mailing address is 2950 Tamiami Trail North, Suite 16, Naples, FL 34103 (hereinafter
referred to as "Owner"), and COLLIER COUNTY, a political subdivision of the State of
Florida, its successors and assigns, whose mailing address is 3301 Tamiami Trail East,
Naples, Florida 34112 (hereinafter referred to as "Purchaser").
WHEREAS, Purchaser requires a perpetual, non-exclusive Road Right-of-Way,
Drainage and Utility Easement over, 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 Purchaser for the stated
purposes, on the terms and conditions set forth herein; and
WHEREAS, Purchaser 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. 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 Easement to Purchaser for the sum of $525,726.00 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, 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, and all other damages in connection with
conveyance of said Easement to Purchaser, including all attorneys' fees, expert
witness fees and costs as provided for in Chapter 73, Florida Statutes.
3. Prior to Closing, 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. Owner shall cause to
be delivered to Purchaser the items specified herein and the following documents
and instruments duly executed and acknowledged, in recordable form (hereinafter
referred to as "Closing Documents") on or before the date of Closing:
(a) Easement;
(b) Closing Statement;
(c) "Gap", Tax Proration, Owner's and Non-Foreign Affidavit;
(d) W-9 Form; and
(e) 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 Purchaser,
Purchaser's counsel and/or title company.
Page 2
4. Both Owner and Purchaser agree that time is of the essence of this Agreement and
that, therefore, Closing shall occur within sixty (60) days from the date of execution of
this Agreement by the Purchaser; provided, however, that Purchaser shall have the
unilateral right to extend the term of this Agreement pending receipt of such
instruments, properly executed, which either remove or release any and all such
liens, encumbrances or qualifications affecting Purchaser's enjoyment of the
Property. At Closing, Purchaser shall deliver the County Warrant to Owner and
Owner shall deliver the Closing Documents to Purchaser in a form acceptable to
Purchaser.
5. Owner and Purchaser 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 is aware and understands that the "offer" to purchase represented by this
Agreement is subject to acceptance and approval by the Board of County
Commissioners of Collier County, Florida.
7. 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) Purchaser'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 Purchaser 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 Purchaser to such
conveyance, encumbrance, or agreement, which consent may be withheld
by Purchaser 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 Purchaser in writing prior to the
effective date of this Agreement.
(g) Purchaser 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 not to do any act or omit
to perform any act which would change the physical condition of the
Page 3
property underlying the Easement or the governmental ordinances or laws
governing same.
(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 Purchaser; 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 Purchaser,
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. Owner shall indemnify, defend, save and hold harmless the Purchaser against and
from, and reimburse the Purchaser 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 Purchaser 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. Purchaser shall pay all fees to record any curative instruments required to clear title,
all Easement recording fees, and any and all costs and/or fees associated with
securing and recording 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 for
the execution of any release, subordination or satisfaction, 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.
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 trustees, and/or assignees, whenever the
context so requires or admits.
11. 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, 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 Purchaser, 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 Easement by Owner is contingent upon no other provIsions,
conditions, or premises other than those so stated above; 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 consensual
cancellation of this Agreement shall be of any force of effect unless made in writing
and executed and dated by both Owner and Purchaser.
Page 4
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 this
()~ {{ day of OCT () ß ~ ,2005.
AS TO PURCHASER:
DATED: to ( r? ( lc;CJ:;-
ATTEST:
DWIGWr.~: BROCK, Clerk
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AS rb:;ÖWNE'~: 7,
DATED:~
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Witness nature)
Name: ~\'^() ~\œa.s
{Print ~r ~
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Witness (Signature)
Name: tbt lu~
(Print or Type)
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Witness (Signature)
~CI\.. ~'.l1o/IMv
Name: f'(J Y{'
(Print or Type)
Approved as to form and
legal sufficiency:
/~Ve¿~
Ellen T. Chadwell
Assistant County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY: ~W, ~
Fred W. Coyle, Chairman
COLONNADE ON SANTA BARBARA, LLC,
a Florida limited liability company
BY:_~
Athina L. Kyritsis, Managing Member
, ~,
\"" 't...£..¡t) ../
'n~ Member
Item# \~
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~ EXHIBIT
112 ~ p. J of :2
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PROPOSED PERPETUAL. :t:.
~ NON-£XaUSlW: ROAD ~
a R.o. tv., DRAINAGE, AND
~
~ Ul1UTY EAS£MDlT
~ 24460 SQUARE FEET 111. 1 111
~
) ~
~ PROPOSED
R.o. W EASEMENT
~
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-
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350.00' (PLA T)
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~
o 25 50 100 200
GRAPHIC SCALE
N.0078'36"W.
9.16'
~
GOLDEN GA T£ ESTA TES UNIT 30,
PLA T BOOK 7, PAGES 58
SANTA
EAST LINE OF
SECT/ON 29
~
J.EßßL DE$CRIPTlON: SEE SHEET IJOA
, , .
,
,\" J. '.,'
(
... NOT A SURVEY...
LANG r R, P. OFE :4L :$URVEYOR & MAPPER
FLORIDA. /?E.GISTRA '" L~ ./5627
NOT VALlo.IJN¿tsS 'SICNÈD By THE SURVEYOR AND
SEALED 'w/TH'THEUSÛRVÈ'fOR'S EMBOSSED SEAL.
CERFlF¡ICATE oFAÙ.THORllATION # LB-43
BfARINCS ARf BASEO ON NOR7H
AIJf:RtCAN OA TU4I (N.A,O) 198J-199O
A(MJSTMfNT STA TC PLANt COOI101NA Tf
SYSTCM (GRIO) FOR FLORIDA fAST IONf,
LEGEND:
~ ~ ~ ~ ~ ~ "\ ~ ~~b~~N~ASEMENT
~ PROPOSED
R.O.W. EASEMENT
R.O. W. = RIGHT OF WA Y
P.o.B. = POINT OF BEGINNING
P.O.C. = POINT OF COMMENCEMENT
ORB. = OFFICIAL RECORDS BOOK
PROJECT NO.: 62081 PARCEL NO, : 130
WiIs;nMilleï"~~
Planners . Err¡jne«', " ëcologløt, . S1rveyor, . LandlcSþð Architect, " Tr,nsporlatJon COI1IIlitlll1t,
WiI80nM/7/er, Inc.
IiI¡iu " Fa1//yn . Saruol, . IhdMIon" T""",
3200 BsJey LIM, 86.200 " NIp/eI. FbI'dt 34K15-8507 . ~ 94t~ "fIX 94t-W-5716 "W«>-&!e _IIio:>mJor.CDIII
CLIENT: COLUER COUNTY TRANSPORTA 71ON,
ENGINEERING It CONSTRUC71ON MANAGEMENT DIVISION
TITLE: SKETCH OF DESCRIP710N
BEING PART OF TRACT 112.
GOLDEN GA TE ESTA TES UNIT 30. PLA T BOOK 7, PAGE 58,
COLLIER COUNTY. FLORIDA
CATE:
04/2002
PROJECT NO.: SHEET NUIoABER: FILE NO.:
N6022-002-010- TDHWP 130 OF XXX 2GG-203
Nov 1.3, 2002 - 11; 29: 0.3 LMILLERIX: \SUR\N6022\Sketch Of Descriptions\Submitted\2gg203s1.30,dwg
, 1 .
~L DESCRIPTlON
ALL THA T PART OF TRACT 112, GOWEN GA TE ESTA TES UNIT 30, PLA T BOOK 1, PAGE 58, COLLIER COUNTY,
FLORIDA, AND BONG MORE PARTlCULARL Y DESCRIBED AS FOLLOWS;
COMMENCING A T THE NORTHEAST CORNER OF SAID TRACT 112, A POINT ON THE EAST LINE OF SECTION 29,
TOWNSHIP 49 SOUTH, RANGE 26 EAST, COLLIER COUNTY, FLORIDA;
THENCE ALONG THE NORTH LINE OF SAID TRACT SOUTH 89'31'51" WEST 97.00 FEET TO THE POINT OF
BEGINNING;
THENCE LEA VING SAID NORTH TRACT LINE SOUTH 00'07'35" EAST 277.50 FEET,'
THENCE SOUTH 89'31'51" WEST 752.42 FEET TO THE WEST LINE OF SAID TRACT,'
THENCE ALONG SAID WEST TRACT LINE NORTH 00'28'36" WEST 9.16 FEET,'
THENCE LEA VING SAID WEST TRACT LINE NORTH 89'31 '37" EAST 618.02 FEET;
THENCE NORTH 35'04'00" EAST 113.57 FEET,'
THENCE NORTH 00'07'35" WEST 175.88 FEET TO THE NORTH LINE OF SAID TRACT,'
THENCE ALONG SAID NORTH TRACT LINE NORTH 89'31'51" EAST 69.00 FEET TO THE POINT OF BEGINNING.
CONTAINING 28,450 SQUARE FEET MORE OR LESS.
SUBJECT TO EASEMENTS & RESTRICTIONS OF RECORD.
EXHIBIT
Pa~ :J..
A
of 2.
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..
LANCT 'ß, P {Jf;,E, J1L ßljRVErOR &- MAPPER
FLOR!D~ßECISTRA LS. #5627 .'
NOT VA~/Ô 'ÙN¿'(SS SlGlViO; BY. fHE SURVEYOR AND
SEALED mTH:TH~iŠ~~VEtOR'S EMBOSSED SEAL.
CERFfFfCAT[ OF, AUTHORIZA TlON # LB-4J
PROJECT NO,: 62081 PARCEL NO. : 130
Wil.Milleï···~'-
PIaMer, ' Er>çjneen . Ecologist, " S<.rveyor, " UndICIpfI Archllect, . TraTl8pcrtalion ConIlilanls
WilsonMiller, InC.
/lapis, . Fcrf I/tfl . SvuoII . Ihddnlat . T""",
3200 8IJey Lw, M,200 "IIIP/et, Fà1da 34KJ5-B507 . Ff!œs 94~" Fu 941*5716 "w.ø-s,¡, _~CCIII
MARlNCS AR{ 8ASfO ON NORTH
AIJ£RICAN OA rw (N.A,O) /983-1990
AO.AJSTIIENT STA 1£ PLANE COOROINA TE
SYS1£II (CRlD) FOR FlORIOA {AST ION£.
... NOT A SURVEY...
Nov 13. 2002 - 11: 39: 34 LMILLERlx: \SUR\N6022\Sketch Of Descrip\ions\Submilted\2gg203s130A,dwg
CLIENT: COLUER COUNTY TRANSPORTA l1ON,
ENGINEERING ct: CONSTRUCl1ON MANAGEMENT DIVISION
TITLE: LEGAL DESCRIPl10N
BElNC PART OF TRACT //2,
COLDEN CA TE ESTA TES UNIT 30. PLA T BOOK 7, PACE 58,
COLLIER COUNTY, FLORIDA
DATE: PROJECT NO.: SHEET NUMBER: FILE NO.:
04/2002 N6022-002-0TO- TOHWP /30A OF XXX 2GG-203