Parcel 705
MEMORANDUM
Date:
December 1, 2005
To:
Joan Smith
Transportation
From:
Heidi R. Rockhold, Deputy Clerk
Minutes & Records Department
Re:
Temporary Construction Easement Agreement
William E. Frank and Collier County
Enclosed please find one (1) copy Agreement, as referenced above,
approved by the Board of County Commissioners on June 14, 2005 (Agenda
Item #16B8)
If you should have any questions, please contact me at 774-8411
Thank you.
Enclosure
-~,_...,._~_.
PROJECT: Goodlette-Frank Road Project #60005
PARCEL No(s): 705
FOLIO No(s): 61941000001
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
THIS TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (hereinafter
referred to as the "Agreement") is made and entered into on this ~ day of
^)/J¡) thuba , 2005, by and between WILLIAM E. FRANK, as Sole Surviving
Successor Trustee of The Lan Trust Agreement dated August 30, 1973, whose
mailing address is .3 4/1l (hereinafter
referred to as "Owner"), and COLLI COUN ,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, the Purchaser requires a Temporary Construction Easement to
maneuver equipment in order to construct a grade-equalizing slope in the Purchaser's
existing right-of-way that is adjacent to the Property 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 "TCE"); and
WHEREAS, the Owner desires to convey the TCE to the Purchaser for the stated
purposes, on. the terms and conditions set forth herein; and
WHEREAS, the Purchaser shall restore the surface of the easement area to its
original condition, upon the completion of the grade-equalizing slope.
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. 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 TCE to Purchaser (said transaction hereinafter referred to
as the "Closing") to County at no cost to the County, unless otherwise stated
herein.
3. Prior to Closing, 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. 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) Temporary Construction Easement;
(b) "Gap", Tax Proration, Owner's and Non-Foreign Affidavit; and
Temporary Construction Easement Agreement
Page 2
(c) 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.
4. Both Owner and Purchaser agree that time is of the essence of this Agreement
and that, therefore, Closing shall occur within ninety (90) 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
TCE.
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 of 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 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) Purchaser'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 Purchaser 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 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 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 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
TCE to change from its existing state on the effective date of this
....
Temporary Construction Easement Agreement
Page 3
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 the governmental ordinances or laws governing
same.
(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 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 TCE 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 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.
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 TCE 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 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
for the execution of any release, subordination or satisfaction, shall be the
responsibility of the Owner.
10. Owner agrees to grant the TCE for the purpose of constructing public facilities
adjacent to this area. This TCE shall expire on December 31, 2007. In the event
that the construction of the public facilities has not been completed by December
31, 2007, the Purchaser reserves the right to record in the Public Records of
Collier County a Notice of Time Extension which shall grant a one (1) year time
extension until December 31,2008 for the completion of said construction. Owner
shall be provided with a copy of the recorded Notice of Time Extension.
11. 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.
12. 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, of the name and address of every
person having a beneficial interest in the property underlying the TCE before the
Temporary Construction Easement Agreement
Page 4
TCE 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.)
13. 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 consensual cancellation of this Agreement shall be of
any force or effect unless made in writing and executed and dated by both Owner
and Purchaser.
14. 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.
15. 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 Temporary
Construction Easement Agreement on this 2 O¡ day of j.)~iJ~~Y- ,2005.
Dated Project/Acquisition Approved by BCC:
Gift and Purchase Resolution No. 2005-223, Agenda Item No. 16(B)8, Date 6/14/05
AS TO PURCHASER:
DATED:, It~fJ;;'tllf, I) 6
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ATTEst: '/
DWI~'HT..Ét BROCK; flerk
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY: ~W ~
Fred W. Coyle, Chairman
Item #
ICD \~~
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Agenda
Date
Temporary Construction Easement Agreement
AS TO OWNER:
DATED:
-
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WITNESSES:
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(7~ \ Ý,YolJy
(Printed Name)
Approved as to form and
legé}1 sufficiency:
f (
;,Iß tY (;t~~-,,-
Ellen 1. Chadwell
Assistant County Attorney
William E. Frank, Sole Surviving Successor
Trustee of The Land Trust Agreement dated
August 30, 1973
_d./a~ ~~A'1_~
(Signature)
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Page 5
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SECTION 27,
TOWNSHIP 49 SOUTH, RANGE 25 EAST
COLLIER COUNTY, FLORIDA
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t&Æ.. BEARINGS ARE BASED ON THE SURVEY BASE:LINE I
ÖF GOo(xnTt FRANK ROAD AS BEING N 00'J9'49" W.
PARCEL NO. 705
PROPERTY OWNER:
REFERENCE:
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SCALE: 1 "
= 60'
PARCEL 105
PROPOSED R. O. W.
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196.54
P,O.C,
NORTHERLY LINE OF THE NATlON'MDE HEALTH PRÒPERTY
AS RECORDED IN Ö.R. 221J, pt;. 1256
P.O.C.
P.O.8.
R.O.W.
= POINT OF COMMENCMENT
= POINT OF BEGINNING
= RIGHT-OF-WAY
NOT A SURVEY
LEGAL DESCRIPTION AND SKËTCH SHEET 1 OF 2
DESCRIPTION: PARCEL 705
CLIENT: COLLIER COUNTY T
THIS lEGAL DESCRIPTION ANÖ SKETCH PREPARED BY:
.....
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:::::: RUNDAGE,lNc.
Professional engineers, plannenr, cIc land surveyoMl
Cow.. Couat,r. IIuIt.o 100, 7400 T...._ TraU, NorUa, N.pl00, n. MIDI (01)117-11 II
Le. Co_v: IIuIt.o 101, III1 .....", 1Itnot., 'on lip..., PI. Iltol (08)U4-U71
CorUtlcot.o of 4uthorl.oUo.. NOI. UI _ .... IØ 8884 '0: (OI)MI-IIOI
BY:
KNEY, Þ.S.M. NO. 5606
SCALE: DA TE: AUG. 3D. 20Q5
MAWN BY: GWH PROJECT NO.:8081-GR
ACAÖ NO: 9116-SD705 FILE NO: 9116
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SECTION 27, TOWNSHIP 49 SOUTH, RANGE 25 EAST
COLLIER COUNTY, FLORIDA
EXHIBIT A
Page a of ~
LEGAL DESCRIPTION OF PARCEL 705
A PARCH OF LAND LYING IN SECTION 27, TOWNSHIP 49 SOUTH, RANGE 25
EAST, COLLIER COUNTY, FLORIDA, BEING MORE PARTlCULARL Y DESCRIBED AS
FOLLOWS;
COMMENCING A T THE INTERSECTION OF THE NORTHERLY LINE OF A PARCEL
OF LAND AS DESCRIBED IN OFFICIAL RECORDS BOOK 2213, PAGE 1256 AND
EASTfRL Y RIGHT OF WA Y LINE OF GOODLETTE FRANK ROAD (CR. 851) (170'
R.O. W.); THENCE NORTH 00"39'49" WEST ALONG SAID EASTERLY RIGHT OF
WA Y LINE A DISTANCE OF 706.35 FEET TO THE POINT OF BEGINNING OF
THE PARCEL HEREIN BEING DESCRIBED;
THENCE CONTINUING NORTH 00'39'49" WEST ALONG SAID RIGHT OF WAY
LINE A DISTANCE OF 125.00 FEET;
THENCE LEAVING SAID LINE NORTH 89"20'11" EAST A DISTANCE OF 2.00
FEET;
THENCE SOUTH 00"39'49" EAST ALONG A LINE 2.00 FEET EASTERL Y OF AND
PARALLEL WITH SAID RIGHT OF WAY LINE A DISTANCE OF 125.00 FEET;
THENCE SOUTH 89'20'11" WEST A DISTANCE OF 2.00 FEET TO SAID
EA$TfRL Y RIGHT OF WAY LINE AND TO THE POINT OF BEGINNING OF THE
PARCEL HEREIN DESCRIBED;
CONTAINING 250 SQUARE FEET OF LAND, MORE OR LESS;
SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD.
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:::::: RUNDAGE,IIIC.
Professional engineers, planners, c!c land surveyors
ColUor Coua"" lIuIu 100. ,4G0 ToaIoaI Troll. Horu.: Hoploo, ¡I¡, ..101 (111)1"-1111
Loa Co...."" lIuIu 101. tea& øoat1%7 _to rort ~, PI. 11101 (al)l..-tnl
Corunaou af AuU.ar1.oUa. Hoo. UI ... ea" D I'" r.,,, (al)Me-1101
NOT A SURVEY
LEGAL DESCRIPTION AND SKETCH SHEET 2 OF 2
DESCRIPTION: PARCEL 705
CLIENT: COlliER COUNTY TRA SP
8Y:
THIS LEGAL ÖESCRIPTION AND SKETCH PREPARED BY:
EY, P.S.M. NO. 5606
DA TE: AUG. .30. 2005
DRAWN BY: GWH PROJECT NO.: 8081-GR
ACAD NO:9116 SD705 FILE NO: 9116