Parcel 163DE PROJECT: 88888 Stormwater Misc.
PARCEL: 163DE
FOLIO: 46371440007
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (hereinafter referred to as the "Agreement") is made
and entered into on this IL day of /VA , 2022, by and between
KEITH M. LELLINGER and ANNE C. LELLINGER, husband and wife, whose mailing
address is 30W250 Maple Tree Lane, Wayne, IL 60184 (hereinafter collectively referred to
as "Seller"), 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, FL 34112 (hereinafter referred to as "Purchaser").
WHEREAS, Purchaser requires a drainage easement (hereinafter referred to as the
"Easement") over, under, upon and across the lands described in Exhibit "A" (hereinafter
referred to as the "Property"), which is attached hereto and made a part of this Agreement;
and
WHEREAS, Seller desires to convey the Easement to County for the stated purposes,
on the terms and conditions set forth herein; and
WHEREAS, Purchaser has agreed to compensate Seller 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. 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 - Seller shall convey the Easement to Purchaser for the sum of:
$10,200.00
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 Seller, payable by County Warrant, shall be full compensation 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 Seller'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 Purchaser.
GAO
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3. CLOSING DOCUMENTS AND CLEAR TITLE - Seller 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. Prior
to Closing and as soon after the execution of this Agreement as is possible, Seller shall
provide Purchaser 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) Drainage Easement;
(b) Instruments required to remove, release or subordinate any and all liens,
exceptions and/or qualifications affecting Purchaser's enjoyment of the
Easement;
(c) Closing Statement;
(d) Title Affidavit;
(e) W-9 Form; and
(f) Such evidence of authority and capacity of Seller 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. TIME IS OF THE ESSENCE - Both Seller and Purchaser 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 Seller'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 for other cause. At Closing, payment shall
be made to Seller in that amount shown on the Closing Statement as "Net Cash to the
Seller."
5. IRRIGATION SYSTEM AND MISCELLANEOUS IMPROVEMENTS - Seller agrees to
relocate any existing irrigation system located on the Property including irrigation lines,
electrical wiring, and sprinkler valves, etc. (if any), prior to the construction of the project
without any further notification from Purchaser. Purchaser assumes full responsibility
for the relocation of the irrigation system (if any) on the remainder property and its
performance after relocation. Seller holds Purchaser harmless for any and all possible
damage to the irrigation system in the event Seller fails to relocate the irrigation system
prior to construction of the project.
If Seller elects to retain improvements and/or landscaping ("Improvements") located on
the Property (if any), Seller is responsible for their retrieval prior to the construction of
the project without any further notification from Purchaser. Seller acknowledges that
Purchaser has compensated Seller for the value of all improvements located within the
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Easement area, and yet Purchaser is willing to permit Seller to salvage said
improvements as long as their retrieval is performed before construction and without
interruption or inconvenience to the Purchaser's contractor. All improvements not
removed from the Property prior to commencement of construction of the project shall
be deemed abandoned by Seller.
This provision shall survive Closing and is not deemed satisfied by conveyance of title.
6. MISCELLANEOUS REQUIREMENTS - Seller 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.
7. REPRESENTATIONS AND WARRANTIES - Seller agrees, represents, and warrants
the following:
(a) Seller 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 Seller 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
Seller 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
Property or any portion thereof.
(d) 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, 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 Property.
(f) Seller 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 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.
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(g) Purchaser is entering into this Agreement based upon Seller's representations
stated in this Agreement and on the understanding that Seller will not cause
the 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 adversely affect the physical condition of the Property or
its intended use by Purchaser.
(h) The Property, 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 except as specifically disclosed to the Purchaser; that the Seller
has no knowledge of any spill or environmental law violation on the property
contiguous to or in the vicinity of the Easement Property to be sold to the
Purchaser, that the Seller 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.
8. INDEMNIFICATION - Seller 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
Seller's representations under paragraph 7(h). This provision shall survive Closing and
is not deemed satisfied by conveyance of title.
9. CURATIVE INSTRUMENTS, PROCESSING FEES, TAXES - Purchaser shall pay all
fees to record any curative instruments required to clear title, and all Easement
instrument recording fees. In addition, Purchaser may elect to pay reasonable costs
and/or processing fees required by 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 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 due to any diminution in the value
of its property right, shall be the responsibility of the Seller, and shall be deducted on
the Closing Statement from the compensation payable to the Seller per Paragraph 2.
Purchaser shall have sole discretion as to what constitutes "reasonable costs and/or
processing fees." In accordance with the provisions of Section 201.01, Florida Statutes,
concerning payment of documentary stamp taxes by Purchaser, Seller shall further pay
all documentary stamp taxes required on the instrument(s) of transfer, unless the
Easement is acquired under threat of condemnation.
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10. PRIOR YEAR AD VALOREM TAXES - There shall be deducted from the proceeds of
sale all prior year ad valorem taxes and assessments levied against the parent tract
property which remain unpaid as of the date of Closing.
11. 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.
12. ENTIRE AGREEMENT - Conveyance of the Easement, or any interest in the Property,
by Seller 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 Seller and Purchaser.
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.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
AS TO PURCHASER:
DATED: 6- iI41/zZ,
ATTEST:��,
CRYSTAL t iKINZEL, Clerk of the BOARD OF �: . • OMMISSIONERS
Circu,t Co .rt, ;Cornptrgller CO LI•• • •I r
t,
BY: C)::1 6 n, l 1 BY: .►:'"=
'�; -rk WI /IAM L. McDANIEL, Jr., Chairman
Attest as.,Q.! + •
signaiditirhe
AS TO SELLER:
DATED: 5-1 CF-1 old a�
fi (Signature)�tness
KEITH M. LELLINGER
I-WCI-tTDA A- .60w.:r-
Name (Print or Type)
�-- Th q C U();
Witness (Signature) ANNE C. L LLINGER
Name (Print or Type)
Ap• oved as to form and legality:
/ .-&1 . i __.,..
Derek D. Perry ikt1%
Assistant County Attor .�,7 \V
4:11
OVD