Backup Documents 06/25/2019 Item #16A11 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 A 1
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1
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.
2. County Attorney Office County Attorney Office
-sada' (p 1 as I iq
3. BCC Office Board of CountyV-V.,,
Commissioners V\-' (� \,9,
4. Minutes and Records Clerk of Court's Office 6(26/4
tt siplei
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 Sonja Stephenson Phone Number 252-5880
Contact/Department /
Agenda Date Item was June 25,2019 Agenda Item Number 16A]. ✓
Approved by the BCC
Type of Document Easement Agreement Number of Original One ,S
Attached Documents Attached
PO number or account
number if document is
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? S-kkwN.Q p K. f IQ 42
2. Does the document need to be sent to another agency for additional signatures? If yes,
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. X
Needs Clerk's attestation
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney. X
4. All handwritten strike-through and revisions have been initialed by the County Attorney's X
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
document or the final negotiated contract date whichever is applicable. X
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's
signature and initials are required. X
7. In most cases(some contracts are an exception),the original document and this routing slip X
should be provided to the County Attorney Office at the time the' em is input into SIRE.
Some documents are time sensitive and require forwarding to llahassee within a certain
time frame or the BCC's actions are nullified. Be aware of our deadlines!
8. The document was approved by the BCC on 6-25-1 nter date)and all changes
made 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 Z It
BCC,all changes directed by the BCC have been made,and the document is ready for the "`
Chairman's signature. /
t
i
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revisedi 11/30/12 '���
16 All
MEMORANDUM
Date: June 27, 2019
To: Sonja Stephenson, Property Acquisition Specialist
Transportation Eng. & Const. Mgmt.
From: Teresa Cannon, Sr. Deputy Clerk
Minutes & Records Department
Re: Easement Agreement— CTS Siena Lakes
Parcel: 124RDUE2 - Folio #00235520009
Attached is a copy of the agreement referenced above, (Agenda Item #16A11) approved
by the Board of County Commissioners on Tuesday, June 25, 2010.
If you have any questions, please feel free to contact me at 252-8411.
Thank you.
Attachment
16A11
PROJECT: CTS — Siena Lakes
PARCEL No(s): 124RDUE2
FOLIO No(s): 00235520009
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (hereinafter referred to as the "Agreement") is made
and entered into on this a S Tlday of , 2019, by and between SIENA
LAKES, LLC, a Maryland limited liability company, whose mailing address is 701 Maiden
Choice Lane, Baltimore, MD 21228 (hereinafter referred to as "Owner"), and COLLIER
COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299
Tamiami Trail East, do the Office of the County Attorney, Suite 800, Naples, Florida 34112
(hereinafter referred to as "County").
WHEREAS, Section 1.3 of Exhibit F to the Siena Lakes CCRC Commercial Planned
Unit Development (CPUD), Ordinance No. 09-65, as amended by Ordinance No. 09-65,
requires that Owner convey to County 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 County for the stated purposes,
on the terms and conditions set forth herein; and
WHEREAS, County has agreed to compensate Owner for conveyance of the
Easement by the issuance of road impact fee credits;
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. RECITALS - 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. PURCHASE PRICE - Owner shall convey the Easement to County in exchange for
road impact fee credits to be exclusively used within the CPUD in accordance with the
Consolidated Impact Fee Ordinance (No. 01-13, as it may be modified or replaced) in
the amount of:
$150,000
(said transaction hereinafter referred to as the "Closing"); provided, however, that in
the event any road impact fee credits remain following issuance of the final CO for the
project, such credits may be assigned to any property within its road impact fee district
or the adjacent road impact fee district without any approvals or consents required from
the County for the assignment. Said road impact fee credits shall be full compensation
16A11
Page 2
for the Easement conveyed, including (if applicable) 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, including but not
limited to the cost to relocate the existing irrigation system and other improvements (if
any), and the cost to cut and cap irrigation lines (if any) extending into the Easement,
and to remove all sprinkler valves and related electrical wiring (if any), and all other
damages in connection with conveyance of said Easement to County, including all
attorneys' fees, expert witness fees and costs as provided for in Chapter 73, Florida
Statutes.
3. CLOSING DOCUMENTS AND CLEAR TITLE - 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.
Prior to Closing and as soon after the execution of this Agreement as is possible,
Owner shall provide County with a copy of any existing title insurance policy and the
following documents and instruments properly executed, witnessed, and notarized
where required, in a form acceptable to County (hereinafter referred to as "Closing
Documents"):
(a) Easement;
(b) Instruments required to remove, release or subordinate any and all liens,
exceptions and/or qualifications affecting County's enjoyment of the
Easement;
(c) Closing Statement;
(d) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit;
(e) W-9 Form; and
(f) 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 County, County's
counsel and/or title company.
4. TIME IS OF THE ESSENCE - Both Owner and County agree that time is of the
essence. Therefore, Closing shall occur within ninety (90) days of the date of execution
of this Agreement or within thirty(30)days of County's receipt of all Closing Documents,
whichever is the later. This agreement shall remain in full force and effect until Closing
shall occur, until and unless it is terminated.
5. MISCELLANEOUS REQUIREMENTS - Owner and County 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.
16A11
Page 3
6. REPRESENTATIONS AND WARRANTIES - Owner agrees, represents and warrants
the following:
(a) Owner has full right, power and authority 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) County's acceptance of the Easement shall 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, except those that
expressly survive closing.
(c) No party or person other than County 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 convey any portion of the property underlying the
Easement, nor enter into any agreements granting any person or entity any
rights with respect to the Easement which may not be released at closing,
without first obtaining the written consent of County to such conveyance,
encumbrance, or agreement, which consent may be withheld by County for
any reason whatsoever.
(e) Owner has not entered into any maintenance, construction, advertising,
management, leasing, employment, service or other contracts affecting the
Easement.
(f) To the best of owners knowledge and actual belief, that there are no suits,
actions or arbitration, administrative or other proceedings and owner has
received no written notice of any 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 will not
be paid at closing.
(g) County is entering into this Agreement based upon Owner's representations
stated in this Agreement and on the understanding that Owner will not directly
cause the physical condition of the property underlying the Easement to
change significantly 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 materially and adversely affect the physical condition of the
property underlying the Easement or its intended use by County.
16A11
Page 4
(h) To the best of Seller's knowledge and actual belief, 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
County; that the Owner has no actual 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 County, that the Owner has not received notice and otherwise
has no actual 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.
7. INDEMNIFICATION - Owner shall indemnify, defend, save and hold harmless the
County against and from, and 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 any of Owner's
representations expressly provided under paragraph 6 above. This provision shall
survive Closing and is not deemed satisfied by conveyance of title.
8. CURATIVE INSTRUMENTS, PROCESSING FEES, TAXES - Owner shall pay all fees
to record any curative instruments required by an institutional title insurance company
to issue title, all Easement instrument recording fees, and all processing fees required
by Owner's lien-holders and/or easement-holders in connection with the execution and
delivery of a Release or Subordination of any mortgage, lien or other encumbrance
recorded against the property underlying the Easement. 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 due to any diminution in the value of its property
right, shall be the responsibility of the Owner. In accordance with the provisions of
Section 201.01, Florida Statutes, concerning payment of documentary stamp taxes by
County, Owner shall further pay all documentary stamp taxes required on the
instrument(s) of transfer.
9. PRIOR YEAR AD VALOREM TAXES - There shall be deducted from the road impact
fee credits all prior year ad valorem taxes and assessments levied against the parent
tract property which remain unpaid as of the date of Closing.
10. EFFECTIVE DATE - 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.
16A11
Page 5
11. PUBLIC DISCLOSURE - Owner shall make a written public disclosure, according to
Chapter 286, Florida Statutes, under oath, subject to the penalties prescribed for
perjury, 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 County. (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. ENTIRE AGREEMENT - Conveyance of the Easement, or any interest in the property
underlying the Easement, by 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 cancellation of this Agreement shall be of any force or
effect unless made in writing and executed and dated by both Owner and County.
13. BREACH AND TERMINATION - If either party fails to perform any of the covenants,
promises or obligations contained in this Agreement, such party will have breached this
Agreement and the other party may provide written notice of said breach to the party
in breach, whereupon the party in breach shall have 15 days from the date of said
notice to remedy said breach. If the party in breach shall have failed to remedy said
breach, the other party may, at its option, terminate this Agreement by giving written
notice of termination to the party in breach and shall have the right to seek and enforce
all rights and remedies available at law or in equity, including the right to seek specific
performance of this Agreement.
14. SEVERABILITY - 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. VENUE - 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
date first above written.
AS TO COUNTY:
DATED:
ATTEST: BOARD OF CO COMMISSIONERS
CRYSTAL K. KIN , Clerk of
COLLIER®q�O i� FLORIDA
cult Court,& emptroller csC�'
k.i
Dept Clerk William cDanie , TT, CH IR A
t�i.c:s
as t raj�tC a!:"Ey n'S
.v.:J
at ir.aonly,
16A11
Page 6
AS TO OWNER:
DATED: bt 't„j SIENA LAKES, LLC,
a Maryland limited liability company
044 81-( e)
Witness (Signature) Naphe: TIF/ /la j ieS< )
S/1 l'itle: ,/ /(L
(�1�t� 1rukit:�` ��•l fes.
Name (Print or Type)
/1- t na
ekiltYLPI
'Wit/less ( ina ure)
(Itz-/X/ A . i l MP.Srt)
Name (Print or Type)
Approved as to form and legality:
EIK
Jennifer Belpedi �`�
Assistant County Attorney
Last Revised:08/1/16
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