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Parcel #177DE, #177DAE, #177TCE1, #177TCE2, #177ROE DocuSign Envelope ID: 178483F9-8801-4060-8013-482DA10BE346 PROJECT: 60102—Stormwater Improvements for the BCG &CC/CCN Areas PARCEL NO's: 177DE, 177DAE, 177TCEI, 177TCE2, 177ROE FOLIO NO: 61941800007 EASEMENT AGREEMENT Country Club of Naples THIS AGREEMENT(hereinafter referred to as the "Agreement") is made and entered into on this Cl*k_ day of MaY , 2023, by and between THE COUNTRY CLUB OF NAPLES,INC., a Florida not for profit corporation, whose mailing address is 185 Burning Tree Drive, Naples, FL 34105-6308 (hereinafter referred to as "CCN") and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, c/o the Office of the County Attorney, Suite 800,Naples, Florida 34112(hereinafter referred to as "the County"). WITNESSETH: WHEREAS, CCN and the County are desirous of addressing flooding upon certain real property owned by CCN and adjacent lands, as more fully described in this agreement; and WHEREAS, the County will be completing certain Stormwater Improvements for the Big Cypress Golf and Country Club Estates(BCG&CC)/CCN Areas Project No. 60102.12,the Upper Gordon River Channel Improvements Project No. 60102.11, the Solana Road Stormwater Improvements Project No. 60102.7 (collectively the "Stormwater Improvements"), and requires certain easements, as identified on Exhibit A; and WHEREAS, in order to construct the Stonnwater Improvements, the County has requested that CCN convey to the County 1) a perpetual, non-exclusive Drainage Easement with responsibility for maintenance (the"Drainage Easement")over,under, upon and across the lands described in composite Exhibit "B" (Parcel 177DE"); 2) a perpetual, non-exclusive Drainage and Access Easement with the right,but without the responsibility for maintenance(the"Drainage and Access Easement") over, under, upon and across the lands described in composite Exhibit "C" (Parcel 177DAE"); and 3) a Temporary Construction Easement over, under, upon and across the lands described in composite Exhibit "D" ("Parcel 177TCE1"); 4) a Temporary Construction Easement over, under, upon and across the lands described in composite Exhibit "E" ("Parcel 177TCE2"); and a License and Right of Entry over,under,upon and across the lands described in composite Exhibit"F" ("Parcel 177ROE"), all of which exhibits are attached hereto and made a part of this Agreement; and WHEREAS,CCN recognizes the benefit to CCN and desires to convey the Parcels 177DE, 177DAE, 177TCE1, 177TCE2 and 177ROE(collectively,the"Easements")to the County for the stated purposes, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of these premises 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. CAC DocuSign Envelope ID:17B483F9-8801-4060-8013-4820A10BE346 2. PURCHASE PRICE - CCN shall convey the Easements to the County for the sum of $25,000.00. Except as specifically provided for in this agreement, said payment to CCN, payable by County Warrant, and shall be full compensation for the Easements, including all attorneys'fees,expert witness fees and costs as provided for in Chapter 73,Florida Statutes. 3. CLOSING DOCUMENTS AND CLEAR TITLE - CCN shall obtain from the holders of any liens, exceptions and/or qualifications encumbering the property underlying the Easements 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. Within seven (7) days of the Effective Date of this Agreement (the "Closing Date"), CCN shall provide the County with the following documents and instruments properly executed, witnessed, and notarized where required, in a form acceptable to the County(hereinafter referred to as"Closing Documents"): a. Easement instruments substantially in the form of Exhibits"B","C","D"and"E"; b. A Right of Entry instrument substantially in the form of Exhibit"F"; c. Instruments required to remove,release or subordinate any and all liens,exceptions and/or qualifications affecting the County's enjoyment of the Easements; d. Title Work covering the Golf Course; e. W-9 Form; and f. Such evidence of authority and capacity of CCN and its representatives to execute and deliver this agreement and all other documents required to consummate this transaction, as reasonably determined by the County, County's counsel and/or title company. Within seven (7) days of receipt of the above, the County shall notify CCN of any title objections and instruments required pursuant to 3(c) above. Failure by CCN to provide the instruments described in 3(c) by the Closing Date shall not constitute breach of this Agreement. However, CCN shall make reasonable efforts to provide the instruments required in 3(c)as promptly as possible. 4. CURATIVE INSTRUMENTS AND PROCESSING FEES -The County shall pay all fees to record any curative instruments required to clear title, and all Easement instrument recording fees. In addition, the County shall 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. The Easements are being acquired under threat of condemnation and are accordingly exempt from the payment of documentary stamp taxes. Page 2 of 7 CAO DocuSign Envelope ID: 17B483F9-8801.4080-8013-482DA1OBE346 5. DURATION OF'TCE'S- a. PARCEL 177TCE1 - The term of Parcel 177TCE1 shall commence upon the Effective Date of this Agreement and shall terminate on July 31,2023. b. PARCEL 177TCE2 - The term of Parcel 177TCE2 shall commence upon the Effective Date of this Agreement and shall terminate on December 31,2024. c. PARCEL 177TCE1A- The term of Parcel 177TCE1A shall commence upon the Effective Date of this Agreement and shall automatically terminate four years therefrom. 6. CONSTRUCTION TIMELINE FOR LAKE INTERCONNECTS FOR PROJECT 60102.12- The County understands and agrees that construction of the lake interconnects for Project 60102.12 shall be coordinated with CCN to occur during golf course closure and that construction of the lake interconnects shall not conflict with operation of the golf course. The lake interconnect for Lake 11 shall be completed no later than July 15, 2023. The lake interconnect for Lake 10 shall be completed no later than July 1, 2023. The lake interconnect for Lake 9 shall be completed no later than June 15, 2023. The lake interconnect for Lake 8 shall be completed no later than June 1, 2023. These timeframes may be extended by mutual agreement of the Parties. 7. RESTORATION WORK- Notwithstanding the deadlines provided for in paragraph 6, should construction of the lake interconnects for Lakes 8, 9, 10,and 11 fail to be completed by August 1, 2023, then the County shall be responsible for repairing, fixing, or restoring any damaged seeded areas with new sod, the type of which shall be approved by CCN. The Parties understand and agree that restoration of seeded areas shall not be required if the County completes the lake interconnects by the deadlines provided for in paragraph 6. 8. FUTURE CONSTRUCTION- Should the County need to complete additional earthwork for the Stormwater Improvements at a future date, the County shall coordinate with CCN for timing of such earthwork., The County shall be permitted to conduct non-earthwork construction within its easement areas from October ls'through May 31s1.Notwithstanding, the County may conduct earthwork construction in easements 177TCE2, 177DE4, 177TCE1A, 177DE2 at any time,This section shall not be construed to prohibit the County from exercising its maintenance obligations and/or permanent easement rights at any time. 9. SECURITY FOR PARCEL 177TCE2-Parcel 177TCE2 contains a security gate for the golf course which shall not be disturbed by the County.The County shall coordinate security of the golf course with CCN during the course of construction of the Stormwater Improvements, including closure and locking of the gate. 10. LANDSCAPING OF PARCEL 177TCE1A-The County shall,at its sole cost and expense, install a single row of 48" high Cocoplum shrubs along Parcel 177TCE1A for the Upper Gordon River Channel Improvements Project No. 60102.11. CCN shall, at its sole cost and expense,maintain these shrubs upon termination of the TCE, Page 3 of 7 CAO DocuSign Envelope ID: 17B483F9-8801-4060-8013-482DA10BE346 l 1. STORAGE OF MATERIALS-CCN acknowledges and agrees that materials may be stored on the golf course during the course of the County's construction of the Stormwater Improvements. Such storage shall not conflict with operation of the golf course. 12. MAINTENANCE AND REPAIR— The Shared System, as identified in Exhibit A, shall include all stormwater ponds, control structures, drainage structures and pipe conveyance system within the boundaries,as shown in Exhibit A". CCN shall be responsible, at its sole cost and expense and in perpetuity,to maintain the Shared System.Notwithstanding CCN's sole maintenance responsibility, the parties acknowledge that, in an emergency or natural disaster, or if maintenance of the Shared System presents a threat to public safety, Parcel 177DAE shall allow the County to do whatever it deems necessary to repair or maintain the Shared System. The County shall be granted access to the Shared System at all times, however, the County shall notify CCN if it is accessing the Shared System for non- emergency or non-natural disaster purposes. Should CCN fail to maintain the Shared System, the County may provide notice to CCN in writing, specifying the nature of the deficiency. Within five working days following receipt of such notice, CCN shall commence and diligently pursue the completion of the appropriate repairs or cure to be affected. Should damage to, or failure to maintain the Shared System result in a risk to public safety, 1) CCN shall affect the repairs within twenty-four hours of receipt of the County's written notice, or 2) the County may, at its option, effect the repairs without the need for prior notice to CCN and will promptly bill CCN for all actual costs incurred in effecting the repairs. CCN shall reimburse the County for such costs within thirty days of receipt of the County's bill. Five years after completion of construction of the Shared System and every five years thereafter, CCN shall perform an inspection by a certified engineer to assess the condition of the Shared System. The inspection report shall be forwarded to the County for monitoring. 13. REPRESENTATIONS AND WARRANTIES - CCN agrees, represents and warrants the following: a. CCN has full right,power and authority to own and operate the property underlying the Easements, 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 CCN hereunder and to consummate the transaction contemplated hereby. b. No party or person other than the County has any right or option to acquire the Easements or any portion thereof. c. Until the date fixed for Closing, so long as this Agreement remains in force and effect, CCN shall not encumber or convey any portion of the property underlying the Easements or any rights therein, nor enter into any agreements granting any person or entity any rights with respect to such property,without first obtaining the written consent of the County to such conveyance, encumbrance, or agreement, which consent shall not be unreasonably withheld. Page 4 of 7 CAO DocuSign Envelope ID 17B483F9-8801-4060-8013-482DA10BE346 d. CCN has no actual 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 Easements or which adversely affect CCN's ability to perform hereunder; nor is there any other charge or expense upon or related to the property underlying the Easements that has not been disclosed to the County in writing prior to the effective date of this Agreement. e. The property underlying the Easements,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 said property except as specifically disclosed to the County;that the CCN has no actual knowledge of any spill or environmental law violation on the property contiguous to or in the vicinity of the Easements to be conveyed to the County, that CCN has not received notice and otherwise has no actual 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. f. CCN 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 sections a-e. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 14. INDEMNIFICATIONS-CCN 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 CCN's representations under paragraph 12,and against any and all claims and demands and causes of action that may arise as a result of maintenance of the Shared System. This provision shall survive Closing and is not deemed satisfied by conveyance of title. To the extent permitted by Florida law and subject to the statutory limitations set forth in Florida Statutes, Section 768.28, County shall indemnify, defend, save and hold harmless CNN 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 CNN and against any and all claims and demands and causes of action that may arise as a result of the design and construction of the Shared System. This indemnification is Page 5 of 7 CAO DocuSign Envelope ID:17B483F9-8B01.4060-8013-482DA10BE346 contingent upon CCN complying fully with its obligation to maintain the Shared System. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 15. 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. 16. ENTIRE AGREEMENT - Conveyance of the Easements by CCN is contingent upon no other provisions, conditions, or premises other than those so stated above; 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. 17. 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: ATTEST: BOARD OF COUNTY COMMISSIONERS CRYSTAL K. KINZEL,Clerk of the COLLIER COUNTY,FLORIDA Circuit C &Comptroller By: By: Clerk+fittest as to Chairman's eputy RICK LOCASTRO, Chairman • signature only • ApprI •s to fonn and legality: OPP.11, all 4, s. ar,Assistant County AttorneyVr.cPP- Page 6 of 7 Cq0 DocuSign Envelope ID:17B483F9-8801-4060-8013-482DA106E346 AS TO CCN: THE COUNTRY CLUB OF NAPLES, INC., s (Signature) a Florida not for profit corporation f-641 e-s2u a- Noi44z- Name(Print y e .+'�"�� Docuslgnea by: BP ii Witness Si nature ( g ) XVItYWEIF,President Name(Print or Type) Page 7 of 7 C,q©