Parcel 158TAE PROJECT: Solana Road Stormwater Improvements/RPGC Drainage Easement
PARCEL: 88888-158TAE
FOLIO: 13800027005
TEMPORARY ACCESS EASEMENT AGREEMENT
TOIS TEMPORARY ACCESS EASEMENT AGREEMENT ("Agreement") is entered into this OZ 4
day of U116, 2022, by and between ROYAL POINCIANA GOLF CLUB, INC., a Florida non-profit
corporation, whose mailing address is 1600 Solana Road, Naples, Florida 34105 ("Owner"), and COLLIER
COUNTY, a political subdivision of the State of Florida,whose mailing address is 3299 Tamiami Trail East, do
County Attorney's Office, Suite 800, Naples, Florida 34112 (the "County").
Recitals:
A. Owner owns certain real property located at 1600 Solana Road, Naples, Collier County, Florida
(the"Property").
B. The County desires to obtain a temporary access easement(the"Easement")over, under,upon
and across the portions of the Property depicted and described on Exhibit"A"attached hereto(the"Easement
Parcel").
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby mutually acknowledged, the parties agree as follows:
1. AGREEMENT TO CONVEY. Owner hereby agrees to convey the Easement to the County, and
the County hereby agrees to accept the Easement from Owner, on the terms and conditions set forth in this
Agreement.
2. CLOSING DATE. Owner's conveyance of the Easement to the County(the"Closing")shall occur
within thirty (30) days of the County's receipt of all properly executed Closing Documents (defined below).
Notwithstanding anything herein to the contrary, the County's execution of this Agreement and acceptance of
the Easement is subject to the approval of the County Attorney's office and the Collier County Board of County
Commissioners.
3. CLOSING DOCUMENTS. As soon after the parties' execution of this Agreement as is possible,
Owner shall provide the County with a copy of Owner's existing title insurance policy for the Property (if any).
At or prior to Closing, Owner shall deliver the following additional documents to the County, properly executed
and in a form approved by the County Attorney's Office (the"Closing Documents"):
(a) Temporary Access Easement, to effectuate Owner's conveyance of the Easement to the
County;
(b) evidence of legal authority and capacity of Owner and Owner's representatives to execute and
deliver this Agreement and the Closing Documents;
(c) Recordable subordination instrument from the holder of each existing mortgage or easement
encumbering the Easement Parcel, to subordinate the mortgage and existing easement to the
Easement;
(d) such other documents as the County or title company determines are necessary or appropriate
to clear title to the Easement Parcel.
Following the Closing, Owner shall execute any and all additional documents as may be requested by the
County or title company to correct clerical errors, clear title, or otherwise carry out the intent of the parties.
4. CLOSING COSTS. At Closing, the County shall pay (i) the recording fees to record the
conveyance instrument(s) and any curative instruments required to clear title, and (ii) reasonable costs and/or
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processing fees required by lienholders and/or easement holders in connection with the execution and delivery
of a subordination of any mortgage, easement, or other lien or encumbrance against the Property; provided,
however,that the County shall have sole discretion as to what constitutes"reasonable costs and/or processing
fees.
5. TERM OF EASEMENT. The term of this Easement shall commence upon the issuance of
County's official Notice to Proceed to its contractor for the phase of construction of the Solana Road
Stormwater Improvement Project (the"Project") that includes the underground pipe on Royal Poinciana Drive
and will automatically terminate one year therefrom.
6. CONSTRUCTION REQUIREMENTS. No construction shall take place on Royal Poinciana Drive
from January 1st through Easter of any calendar year. Upon completion of the Project phase, the Temporary
Access Easement area will be restored to the same as or better than condition as it was prior to the start of
the Project phase.
7. REPRESENTATIONS AND WARRANTIES. Owner makes the following representations and
warranties on the cate of Owner's execution of this Agreement, and shall be deemed to have repeated the
same at Closing, all of which shall survive the Closing:
(a) Owner is the sole owner of fee simple title to the Property and has full right, power and authority
to own and operate the Property, to execute this Agreement, and to fulfill Owner's obligations
under this Agreement and the Closing Documents.
(b) No other party has any right or option to acquire the Property or to occupy the Easement Parcel.
(c) Owner's title to the Property is free and clear of all mortgages and other liens and encumbrances,
except as may be disclosed on the title insurance commitment, title report, or title attorney
opinion obtained or to be obtained by the County prior to the Closing.
(d) Between the date of Owner's execution of this Agreement and the Closing, Owner shall not do
anything to encumber the title to the Easement Parcel, or convey the Easement Parcel to a third
party, or grant to any third party any rights of any kind with respect to the Easement Parcel, or
do anything to change or permit to be changed the physical condition of the Easement Parcel,
without in each instance obtaining the County's prior written consent, which may be granted or
withheld in the County's sole discretion.
(e) There are no maintenance, construction, advertising, management, leasing, employment,
service or other contracts affecting the Easement Parcel that would impair Owner's conveyance
of the Easement to the County or the County's exercise of its rights under the easement
instrument, and until the Closing Owner shall not enter into any such contracts with third parties.
(f) There are no governmental proceedings or investigations of any kind, formal or informal,
pending or threatened,that may affect the Property or adversely affect Owner's ability to perform
Owner's obligations under this Agreement.
(g) To the best of Owner's actual knowledge, the Property is in compliance with all federal, state
and local laws, including without limitation environmental laws; no hazardous substances have
been used, generated, stored, treated, or removed from the Property, nor is there any lawsuit,
proceeding, or investigation regarding same; to the best of Owner's knowledge there has been
no spill, contamination, or violation of environmental laws pertaining to any contiguous property;
and Owner has not received notice and otherwise has no knowledge of any existing or
threatened environmental lien against the Property.
8. DEFAULT; REMEDIES. If either party fails to perform any of its obligations under this Agreement
and fails to cure such failure within fifteen(15)days after receiving written notice thereof from the non-defaulting
party, the non-defaulting party shall have the right to terminate this Agreement by giving written notice of
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21-ECM-02664 Gp`�
termination to the defaulting party, and thereafter neither party shall have any further rights or remedies
hereunder.
9. NOTICES. All notices given by either party to the other under this Agreement shall be in writing,
and shall be personally delivered, or mailed by U.S. regular or certified mail, or delivered by a recognized
courier service, to the parties at their respective addresses set forth in the introductory paragraph of this
Agreement, or such other address as may be specified by either party from time to time by written notice to
the other party. Notices shall be deemed given on the date of receipt if personally delivered or delivered by
courier, or three (3) days after depositing the notice in the U.S. mail. Notices may also be sent to the parties
at their designa:ed email address and shall be deemed given on the date on which the recipient confirms
receipt thereof.
10. GENERAL PROVISIONS.
(A) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
parties and the:-respective heirs, executors, personal representatives, successors, and assigns.
(B) Assignment. Neither party shall assign any rights or obligations under this Agreement to a third
party without the prior written consent of the other party hereto.
(C) Entire Agreement. This Agreement constitutes the entire agreement of the parties as pertains
to the subject matter hereof, and there are no prior or contemporaneous written or oral agreements,
undertakings, promises, warranties, or covenants not contained herein.
(D) Amendments. All amendments to this Agreement must be in writing and signed by both parties.
(E) Survival. All provisions of this Agreement that are not, or by their nature cannot be, performed
prior to the Closing, including without limitation Owner's representations and warranties and indemnity
obligations, if any, shall survive the Closing.
(F) Severability. If any provision of this Agreement is determined to be legally invalid or
unenforceable, such provision shall be severed from this Agreement, and the remaining provisions of this
Agreement shall remain in full force and effect.
(G) Governing Law; Venue. This Agreement shall be governed and construed in accordance with
the laws of the State of Florida. All disputes arising under this Agreement shall be brought solely in the courts
in Collier County, Florida, and the parties hereby agree to said venue.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below,
effective as of the date first above written.
Date Vh e. dep
, 2022 OWNER:
WITNESSES: ROYAL POINCIANA GOLF CLUB, INC.
a . a n -profit corporation
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Sign re en . Thom , President
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Print Name
Date: 50 LI I , 2022 THE COUNTY:
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF CO I JA :•,Li SSIONERS
Circuit Court& Comptroller COLLIER 0 r, FLORIDA
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BY
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•
!'q. fI�-a`'', g Willi. L. McDaniel, Jr., Chairman
„31tes ;as iO °�,
i1ature • `,`
Ap oved as to form and legalit •
D
Derek D. Perry
Assistant County Attorney 511112422
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