Backup Documents 09/24/2019 Item #16C 4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO C I)
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATU
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.
3. County A'torney Office
County Attorney Office ()Dia'
to I I 1�1
4. BCC Office Board of County w\--A
Commissioners v/// \a\z\\\=\
5. Minutes and Records �
Clerk of Court's Office f\JO) l _Ql �0 31PRIMARY CONTACT INFORMATION y
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 Jay Malamphy Phone Number 8402
Contact/ Department
Agenda Date Item was September 24,2019 / Agenda Item Number 16C4 1"
Approved by the BCC
Type of Document Agreement for Sale and Purchase Number of Original
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 dccument require the chairman's original signature? . AA/I) 0 t.( N/A
2. Does the document need to be sent to another agency for additional signatures? If yes N/A
provide the Contact Information(Name;Agency; Address; Phone ,a an attac -. eet.
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.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
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 N/A
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip
should be provided to the County Attorney Office at the time the item is input into SIRE. N/A
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on September 24,2019 and all changes �)
made during the meeting have been incorporated in the attached document. The (y/�
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 ra
BCC, all changes directed by the BCC have been made,and the document is ready for - .17
Chairman's signature.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
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Memorandum
TO: Virginia Neet, County Attorney's Office
FROM: Jay Malamphy, Real Property Management
DATE: September 27, 2019
RE: Landfill Optimization
On September 24, 2019 Agenda Item 16C4, the BOCC approved the acquisition of 2.5 acres
in the Resource Recovery Business Park.
Attached, please find the signed Agreement for Sale and Purchase along with the requisite
"pink slip" for routing of the document for the Chairman's signature. Jennifer will have signed
the Agreement and initialed item numbers 3 and 9 on the transmittal slip prior to transmitting
to you.
Please contact me at x8402 with any questions.
Thank you
1 6 C 4
Memorandum
TO: Minutes & Records Management
FROM: Jay Malamphy, Real Property Management
DATE: September 27, 2019
RE: Landfill Optimization
On September 24, 2019, Agenda Item 16C4, the BOCC approved the acquisition of 2.5 acres
in the Resource Recovery Business Park.
Please attest to Commissioner McDaniel's signature as Chairman on the Agreement for Sale
and Purchase ("Agreement"). Once the attestation is complete, please email me a copy of the
fully executed Agreement.
Please contact me at x8402 if you have any questions.
Thank you
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AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made and entered into by and between John I. Sidoti, whose mailing
address is 2501 Royal Pines Circle, Clearwater, FL 33763 (hereinafter referred to as "Seller").
and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is
3335 Tamiami Trail East, Suite 101. Naples, FL 34112 (hereinafter referred to as "Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of that certain parcel of real property. located in Collier County.
State of Florida. and being more particularly described in Exhibit "A" (hereinafter referred to as
the "Property"), attached hereto and made a part hereof by reference.
WHEREAS, Purchaser is desirous of purchasing the Property, subject to the conditions and
other agreements hereinafter set forth, and Seller is agreeable to such sale and to such
conditions and agreements.
NOW. THEREFORE, and for and in consideration of the premises and the respective
undertakings of the parties hereinafter set forth and the sum of Ten Dollars ($10.00), the receipt
and sufficiency of which is hereby acknowledged, it is agreed as follows:
I. AGREEMENT
1.01 In consideration of the purchase price and upon the terms and conditions hereinafter
set forth, Seller shall sell to Purchaser and Purchaser shall purchase from Seller the
Property, described in Exhibit "A".
II. PAYMENT OF PURCHASE PRICE
2.01 The purchase price (the "Purchase Price") for the Property shall be Twenty Thousand
Dollars ($20,000) (U.S. Currency) payable at time of closing.
III. CLOSING
3.01 The Closing (THE "CLOSING DATE", "DATE OF CLOSING", OR "CLOSING") of the
transaction shall be held on or before one hundred and twenty (120) days following
execution of this Agreement by the Purchaser, unless extended by mutual written
agreement of the parties hereto. The Closing shall be held at the Collier County Attorney's
Office, Administration Building, 3299 Tamiami Trail East. Suite 800, Naples, Florida. The
procedure to be followed by the parties in connection with the Closing shall be as follows:
3.011 Seller shall convey a marketable title free of any liens. encumbrances,
exceptions, or qualifications. Marketable title shall be determined according to
applicable title standards adopted by the Florida Bar and in accordance with law. At
the Closing, the Seller shall cause to be delivered to the Purchaser the items specified
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herein and the following documents and instruments duly executed and
acknowledged, in recordable form:
3.0111 Warranty Deed in favor of Purchaser conveying title to the Property, free
and clear of all liens and encumbrances other than:
(a) The lien for current taxes and assessments.
(b) Such other easements, restrictions or conditions of record.
3.0112 Combined Purchaser-Seller closing statement.
3.0113 A "Gap," Tax Proration, Owner's and Non-Foreign Affidavit," as required
by Section 1445 of the Internal Revenue Code and as required by the title
insurance underwriter in order to insure the "gap" and issue the policy
contemplated by the title insurance commitment.
3.0114 A W-9 Form, "Request for Taxpayer Identification and Certification" as
required by the Internal Revenue Service.
3.012 At the Closing, the Purchaser, or its assignee, shall cause to be
delivered to the Seller the following:
3.0121 A wire transfer in an amount equal to the Purchase Price, subject to
adjustment for prorations as set forth herein and as stated on the closing
statement. No funds shall be disbursed to Seller until the Title Company verifies
that the state of the title to the Property has not changed adversely since the date
of the last endorsement to the commitment, referenced in Section 4.011 thereto,
and the Title Company is irrevocably committed to pay the Purchase Price to
Seller and to issue the Owner's title policy to Purchaser in accordance with the
commitment immediately after the recording of the deed.
3.02 Each party shall be responsible for payment of its own attorney's fees. Seller, at its
sole cost and expense, shall pay at Closing all documentary stamp taxes due relating to
the recording of the Warranty Deed, in accordance with Chapter 201.01, Florida Statutes,
and the cost of recording any instruments necessary to clear Seller's title to the Property.
The cost of the Owner's Form B Title Policy, issued pursuant to the Commitment provided
for in Section 4.011 below, shall be paid by Purchaser. The cost of the title commitment
shall also be paid by Purchaser.
3.03 Purchaser shall pay for the cost of recording the Warranty Deed. Real Property taxes
shall be prorated based on the current year's tax with due allowance made for maximum
allowable discount, homestead and any other applicable exemptions and paid by Seller. If
Closing occurs at a date which the current year's millage is not fixed, taxes will be prorated
based upon such prior year's millage.
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IV. REQUIREMENTS AND CONDITIONS
4.01 Upon execution of this Agreement by both parties or at such other time as specified
within this Article, Purchaser and/or Seller, as the case may be. shall perform the following
within the times stated, which shall be conditions precedent to the Closing;
4.011 Within thirty (30) days after the date hereof. Purchaser shall obtain as evidence
of title an ALTA Commitment for an Owner's Title Insurance Policy (ALTA Form
B-1970) covering the Property, together with hard copies of all exceptions shown
thereon. Purchaser shall have ten (10) days, following receipt of the title insurance
commitment, to notify Seller in writing of any objection to title other than liens
evidencing monetary obligations, if any. which obligations shall be paid at closing. If
the title commitment contains exceptions that make the title unmarketable, Purchaser
shall deliver to the Seller written notice of its intention to waive the applicable
contingencies or to terminate this Agreement.
4.012 If Purchaser shall fail to advise the Seller in writing of any such objections in
Seller's title in the manner herein required by this Agreement, the title shall be deemed
acceptable. Upon notification of Purchaser's objection to title, Seller shall have fifteen
(15) days to remedy any defects in order to convey good and marketable title, except
for liens or monetary obligations which will be satisfied at Closing. Seller, at its sole
expense, shall use its best efforts to make such title good and marketable. In the event
Seller is unable to cure said objections within said time period. Purchaser, by providing
written notice to Seller within seven (7) days after expiration of said fifteen (15) day
period, may accept title as it then is, waiving any objection; or Purchaser may terminate
the Agreement. A failure by Purchaser to give such written notice of termination within
the time period provided herein shall be deemed an election by Purchaser to accept
the exceptions to title as shown in the title commitment.
4.013 Purchaser shall have the option. at its own expense. to obtain a current survey
of the Property prepared by a surveyor licensed by the State of Florida. No adjustments
to the Purchase Price shall be made based upon any change to the total acreage
referenced in Exhibit "A", if any. Seller agrees to furnish any existing surveys of the
Property, if any, to Purchaser within fifteen (15) days of execution of this Agreement.
V. APPRAISAL PERIOD
5.01 This provision was deleted as an in-house appraisal was obtained per the guidelines
set forth in Section Two(4) of Ordinance 2007-28.
VI. INSPECTION PERIOD
6.01 Purchaser shall have ninety (90) days from the date of this Agreement, ("Inspection
Period"), to determine through appropriate investigation that:
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1. Soil tests and engineering studies indicate that the Property can be developed without
any abnormal demucking. soil stabilization or foundations.
2. There are no abnormal drainage or environmental requirements to the development of
the Property.
3. The Property is in compliance with all applicable State and Federal environmental laws
and the Property is free from any pollution or contamination.
4. The Property can be utilized for its intended purpose.
6.02 If Purchaser is not satisfied. for any reason whatsoever. with the results of any
investigation, Purchaser shall deliver to Seller prior to the expiration of the Inspection
Period, written notice of its intention to waive the applicable contingencies or to terminate
this Agreement. If Purchaser fails to notify the Seller in writing of its specific objections as
provided herein within the Inspection Period. it shall be deemed that the Purchaser is
satisfied with the results of its investigations and the contingencies of this Article VI shall
be deemed waived. In the event Purchaser elects to terminate this Agreement because of
the right of inspection, Purchaser shall deliver to Seller copies of all engineering reports
and environmental and soil testing results commissioned by Purchaser with respect to the
Property.
6.03 Purchaser and its agents, employees and servants shall, at their own risk and
expense, have the right to go upon the Property for the purpose of surveying and
conducting site analyses. soil borings and all other necessary investigation. Purchaser
shall, in performing such tests, use due care and shall indemnify Seller on account of any
loss or damages occasioned thereby and against any claim made against Seller as a result
of Purchaser's entry. Seller shall be notified by Purchaser no less than twenty four (24)
hours prior to said inspection of the Property.
VII. INSPECTION
7.01 Seller acknowledges that the Purchaser, or its authorized agents. shall have the right
to inspect the Property at any time prior to the Closing.
VIII. POSSESSION
8.01 Purchaser shall be entitled to full possession of the Property at Closing.
IX. PRORATIONS
9.01 Ad valorem taxes next due and payable. after closing on the Property, shall be
prorated at Closing based upon the gross amount of 2018 taxes, and shall be paid by
Seller.
X. TERMINATION AND REMEDIES
10.01 If Seller shall have failed to perform any of the covenants and/or agreements
contained herein which are to be performed by Seller, within ten (10) days of written
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notification of such failure, Purchaser may, at its option, terminate this Agreement by giving
written notice of termination to Seller. Purchaser shall have the right to seek and enforce
all rights and remedies available at law or in equity to a contract vendee, including the right
to seek specific performance of this Agreement.
10.02 If the Purchaser has not terminated this Agreement pursuant to any of the provisions
authorizing such termination, and Purchaser fails to close the transaction contemplated
hereby or otherwise fails to perform any of the terms, covenants and conditions of this
Agreement as required on the part of Purchaser to be performed, provided Seller is not in
default, then as Seller's sole remedy, Seller shall have the right to terminate and cancel
this Agreement by giving written notice thereof to Purchaser, and neither party shall have
any further liability or obligation to the other except as set for in paragraph 13.01 (Real
Estate Brokers) hereof.
10.03 Should any litigation or other action be commenced between the parties concerning
the Property or this Agreement, the party prevailing in such litigation or other action shall
be entitled, in addition to such relief as may be granted, to a reasonable sum for its
attorney's fees, paralegal charges and all fees and costs for appellate proceedings in such
litigation or other action; which sum may be determined by the court or in a separate action
brought for that purpose.
10.04 The parties acknowledge that the remedies described herein and in the other
provisions of this Agreement provide mutually satisfactory and sufficient remedies to each
of the parties, and take into account the peculiar risks and expenses of each of the parties.
Xl. SELLER'S AND PURCHASER'S REPRESENTATIONS AND WARRANTIES
11.01 Seller and Purchaser represent and warrant the following:
11.011 Seller and Purchaser have full right and authority to enter into and to execute
this Agreement and to undertake all actions and to perform all tasks required of each
hereunder. Seller is not presently the subject of a pending, threatened or contemplated
bankruptcy proceeding.
11.012 Seller has full right, power, and authority to own and operate the Property, and
to execute, deliver, and perform its obligations under this Agreement and the
instruments executed in connection herewith, and to consummate the transaction
contemplated hereby. All necessary authorizations and approvals have been obtained
authorizing Seller and Purchaser to execute and consummate the transaction
contemplated hereby. At Closing, certified copies of such approvals shall be delivered
to Purchaser and/or Seller, if necessary.
11.013 The warranties set forth in this Article shall be true on the date of this Agreement
and as of the date of Closing. Purchaser's acceptance of a deed to the said Property
shall not be deemed to be full performance and discharge of every agreement and
5
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obligation on the part of the Seller to be performed pursuant to the provisions of this
Agreement.
11.014 Seller represents that it has no knowledge of any actions, suits, claims,
proceedings, litigation or investigations pending or threatened against Seller, at law,
equity or in arbitration before or by any federal, state, municipal or other governmental
instrumentality that relate to this agreement or any other property that could, if
continued, adversely affect Seller's ability to sell the Property to Purchaser according
to the terms of this Agreement.
11.015 No party or person other than Purchaser has any right or option to acquire the
Property or any portion thereof.
11.016 Until the date fixed for Closing, so long as this Agreement remains in force and
effect, Seller shall not encumber or convey any portion of the Property or any rights
therein, nor enter into any agreements granting any person or entity any rights with
respect to the Property or any part thereof, 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.
11.017 To the best of Seller's knowledge, there are no incinerators, septic tanks or
cesspools on the Property; all waste, if any, is discharged into a public sanitary sewer
system; Seller has no knowledge that any pollutants are or have been discharged from
the Property, directly or indirectly into any body of water. Seller has no knowledge the
Property has not been used for the production, handling, storage, transportation,
manufacture or disposal of hazardous or toxic substances or wastes, as such terms
are defined in applicable laws and regulations, or any other activity that would have
toxic results. and no such hazardous or toxic substances are currently used in
connection with the operation of the Property. and there is no proceeding or inquiry by
any authority with respect thereto. Seller has no knowledge that there is ground water
contamination on the Property or potential of ground water contamination from
neighboring properties. Seller has no knowledge of storage tanks for gasoline or any
other substances are or were located on the Property at any time during or prior to
Seller's ownership thereof. Seller represents none of the Property has been used as a
sanitary landfill.
11.018 Seller has no knowledge that the Property and Seller's operations concerning
the Property are in violation of any applicable Federal, State or local statute, law or
regulation, or of any notice from any governmental body has been served upon Seller
claiming any violation of any law, ordinance, code or regulation or requiring or calling
attention to the need for any work. repairs, construction, alterations or installation on or
in connection with the Property in order to comply with any laws, ordinances, codes or
regulation with which Seller has not complied.
11.019 There are no unrecorded restrictions, easements or rights of way (other than
existing zoning regulations) that restrict or affect the use of the Property, and there are
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no maintenance, construction, advertising, management, leasing. employment, service
or other contracts affecting the Property.
11.020 Seller has no knowledge that there are any suits, actions or arbitration, bond
issuances or proposals therefor, proposals for public improvement assessments,
pay-back agreements, paving agreements, road expansion or improvement
agreements, utility moratoriums, use moratoriums, improvement moratoriums,
administrative or other proceedings or governmental investigations or requirements,
formal or informal, existing or pending or threatened which affects the Property or which
adversely affects Seller's ability to perform hereunder; nor is there any other charge or
expense upon or related to the Property which has not been disclosed to Purchaser in
writing prior to the effective date of this Agreement.
11.021 Seller acknowledges and agrees that Purchaser is entering into this Agreement
based upon Seller's representations stated above and on the understanding that Seller
will not cause the zoning or physical condition of the Property to change from its existing
state on the effective date of this Agreement up to and including the Date of Closing.
Therefore, Seller agrees not to enter into any contracts or agreements pertaining to or
affecting the Property and not to do any act or omit to perform any act which would
change the zoning or physical condition of the Property or the governmental ordinances
or laws governing same. Seller also agrees to notify Purchaser promptly of any change
in the facts contained in the foregoing representations and of any notice or proposed
change in the zoning, or any other action or notice, that may be proposed or
promulgated by any third parties or any governmental authorities having jurisdiction of
the development of the property which may restrict or change any other condition of
the Property.
11.022 At the Closing, Seller shall deliver to Purchaser a statement (hereinafter called
the "Closing Representative Statement") reasserting the foregoing representations as
of the Date of Closing, which provisions shall survive the Closing.
11.023 Any loss and/or damage to the Property between the date of this Agreement
and the date of Closing shall be Seller's sole risk and expense.
XII. NOTICES
12.01 Any notice, request, demand, instruction or other communication to be given to
either party hereunder shall be in writing, sent by registered. or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Purchaser: Real Property Management
Administration Building
3335 Tamiami Trail East - Suite 101
Naples. Florida 34112
With a copy to: Office of the County Attorney
✓f ,
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Administration Building
3299 Tamiami Trail East - Suite 800
Naples, Florida 34112
If to Seller: John I. Sidoti
2501 Royal Pines Circle
Clearwater, FL 33763
With a copy to:
12.02 The addressees and addresses for the purpose of this Article may be changed by
either party by giving written notice of such change to the other party in the manner
provided herein. For the purpose of changing such addresses or addressees only, unless
and until such written notice is received. the last addressee and respective address stated
herein shall be deemed to continue in effect for all purposes.
XIII. REAL ESTATE BROKERS
13.01 Any and all brokerage commissions or fees shall be the sole responsibility of the
Seller. Seller shall indemnify Purchaser and hold Purchaser harmless from and against
any claim or liability for commission or fees to any broker or any other person or party
claiming to have been engaged by Seller as a real estate broker, salesman or
representative, in connection with this Agreement. Seller agrees to pay any and all
commissions or fees at closing pursuant to the terms of a separate agreement, if any.
XIV. MISCELLANEOUS
14.01 This Agreement may be executed in any manner of counterparts which together
shall constitute the agreement of the parties.
14.02 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 assignees whenever the context so requires or admits.
14.03 Any amendment to this Agreement shall not bind any of the parties hereof unless
such amendment is in writing and executed and dated by Purchaser and Seller. Any
amendment to this Agreement shall be binding upon Purchaser and Seller as soon as it
has been executed by both parties.
14.04 Captions and section headings contained in this Agreement are for convenience and
reference only; in no way do they define, describe, extend or limit the scope or intent of
this Agreement or any provisions hereof.
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14.05 All terms and words used in this Agreement, regardless of the number and gender
in which used, shall be deemed to include any other gender or number as the context or
the use thereof may require.
14.06 No waiver of any provision of this Agreement shall be effective unless it is in writing
signed by the party against whom it is asserted, and any waiver of any provision of this
Agreement shall be applicable only to the specific instance to which it is related and shall
not be deemed to be a continuing or future waiver as to such provision or a waiver as to
any other provision.
14.07 If any date specified in this Agreement falls on a Saturday, Sunday or legal holiday,
then the date to which such reference is made shall be extended to the next succeeding
business day.
14.08 Seller 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.
14.09 If the Seller holds the Property in the form of a partnership, limited partnership,
corporation, trust or any form of representative capacity whatsoever for others, Seller 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
Property held in such capacity is conveyed to Collier 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.)
14.10 This Agreement is governed and construed in accordance with the laws of the State
of Florida.
XV. ENTIRE AGREEMENT
15.01 This Agreement and the exhibits attached hereto contain the entire agreement
between the parties, and no promise, representation, warranty or covenant not included in
this Agreement or any such referenced agreements has been or is being relied upon by
either party. No modification or amendment of this Agreement shall be of any force or
effect unless made in writing and executed and dated by both Purchaser and Seller. Time
is of the essence of this Agreement.
(signatures on next page)
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IN WITNESS WHEREOF, the parties hereto have signed below.
Dated Project/Acquisition Approved by
BCC:C:24- j lienn lout
AS TO PURCHASER:
DATED: q-04-49
ATTEST: BOARD OF C , , • . • MISSIONERS
�ay,J,lok, , Cleric CO IWCi7 ) , FLOR Abh
gr. RI
if , Litt - .`nom! BY: r.+� .
A It a3 to Chairman 5 -: ,,DeWi 'am L. McDaniel, Jr., Chairman
signature only..
AS TO SELLER:
LiL3
DATED: 8/2.3 1 g BY: L
J n I. Sidoti
WITNESSES:
/& U A<
(Signature)
Y(DLA- V ITA-CE
(Printed Name)
(Signature)
L Co Le .Lk7 f D
(Printed Name)
Approved as to form and legality:
Jen r A. Belpedio, istant County Attorney
1C
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EXHIBIT "A"
PID #': 00291120003
The Southeast 1/4 of the Southeast 1/4 of the Northwest 1/4 of the Southeast '/a of
Section 25, Township 49 South, Range 26 East, Collier County, Florida, with the
North 30' subject to road and utility easement.