Donation Agreement - Arboretum/Folio #61836480008 PROJECT Arboretum-PS 304 01
TAX ID NO 61836480008
Accepted by BCC pursuant to Resolution 2010-39
DONATION AGREEMENT
THIS DONATION AGREEMENT (hereinafter referred to as the "Agreement") is made and
entered into by and between MATTAMY TAMPA/SARASOTA LLC, a Delaware limited
liability company, as successor by merger with MATTAMY NAPLES LLC, a Delaware
limited liability company, (hereinafter referred to as "Owner"), whose mailing address is 4901
Vineland Road, Suite 450, Orlando, FL 32811, and the BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF
COLLIER COUNTY AND AS EX-OFFICIO THE GOVERNING BOARD OF THE COLLIER
COUNTY WATER-SEWER DISTRICT, (hereinafter referred to as "County"), whose post office
address is 3335 Tamiami Trail East, Suite 101, Naples, FL 34112.
WITNESSETH.
WHEREAS, County has requested that Owner convey to the County a perpetual, non-
exclusive easement for the purpose of utility and maintenance, over, under, upon and across
the lands described in Exhibit "A" (said easement hereinafter referred to as the "Property"),
which is attached hereto and made a part of this Agreement;
WHEREAS, Owner desires to convey the Property to County for the stated purposes, on
the terms and conditions set forth herein; 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;
and
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.
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5. To the best of Owner's knowledge, 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.
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. The 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 securing and
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. 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.)
11. This Agreement is governed and construed in accordance with the laws of the State of
Florida.
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IN WITNESS WHEREOF, the Grantor has caused these presents to be executed the
date and year first above written.
DATE ACQUISITION APPROVED BY BCC: a a.3 r20 w 7-(--)I0 -39
AS TO COUNTY: DATED: 67,
- I
ATTEST: BOARD OF COUNTY COMMISSIONERS
CRYSTAL K. KINZEL, Clerk COLLIER COUNTY, FLORIDA,AS THE
GOVERNING BODY OF COLLIER
. ,•' �'°,F�•,§ COUNTY AND AS EX-OFFICIO THE
GOVERNINGa- - a QF THE COLLIER
COUNTY W •
ISTRICT
Mir
BY: --.000--_ ,=—'41111"
�u +.,1131101105Sy Clerk WIL AM L. MCDANIEL, JR., Chairman
signature only.':
Approved as to form and legality:
)C. 4\21;\
Jenni eer A.Belpedio,Assssytli'nt County Attorney W'
AS TO OWNER: DATED: .5 JIM J?f i cl
WITNESSES:
MATTAMY TAMPA/SARASOTA LLC, a
noes 91(signature) Delaware limited liability company, as
successor by merger with MATTAMY
17itJ 6 t,-1•"( NAPLES LLC
Witness 01(Print Name)
BY: MATTAMY FLORIDA LLC, a
Delaware limited liability company, its
manager
BY: CALBEN (FLORIDA) CORPORATION,
a Florida_prporation, its manager
WCtnes, gnature)
C r/ c// - .
Witness/2(Print Name) Matthew O' end Ice President
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