Parcel 803
PROJECT: LASIP 511012, 1 B South
PARCEL No(s): 803
FOLIO No(s): a portion of 60782320006
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (hereinafter referred to as the "Agreement") is
made and entered into on this ~u ~ day of , 20 013 ,by and between
CYPRESS-ENCLAVE LLC, a Florida limited liability co oration, whose mailing address is
537 11th Ave South, Naples, Fl 34102, (hereinafter referred to as "Owner"), and COLLIER
COUNTY, a political subdivision of the State of Florida, whose mailing address is 3301
Tamiami Trail East, Naples, Florida 34112 (hereinafter referred to as "Purchaser").
WHEREAS, Purchaser requires a PERPETUAL DRAINAGE, ACCESS, and
MAINTNENANCE 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 Purchaser for the stated
purposes, on the terms and conditions set forth herein; and
WHEREAS, Purchaser has agreed to compensate Owner 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. 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. Owner shall convey the Property to Purchaser for the sum of:
$137,750.00
subject to the apportionment and distribution of proceeds pursuant to Paragraph 9 of
this Agreement (said transaction hereinafter referred to as the "Closing"). County
shall also pay to Roetzel & Andress the amount of $7,342.50, and to Allied
Appraisers and Consultants, Inc. the amount of $3,000.00. Said payments to
Owner, and to Roetzel & Andress and Allied Appraisers and Consultants, Inc.
payable by County Warrant, shall be full compensation for the Property conveyed,
including 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, and the cost to cut and cap
irrigation lines extending into the Property, and to remove all sprinkler valves and
related electrical wiring, and all other damages in connection with conveyance of said
Property to Purchaser, including all attorneys' fees, expert witness fees and costs as
provided for in Chapter 73, Florida Statutes.
3. Prior to Closing, 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. Owner shall cause to
be delivered to Purchaser the items specified herein and the following documents
and instruments, to be provided by the Purchaser, duly executed and acknowledged,
in recordable form (hereinafter referred to as "Closing Documents") on or before the
date of Closing:
(a) Easement;
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(b) Closing Statement;
(c) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit;
(d) Evidence of satisfactory release or subordination of the mortgage between
Kessler-Wheaton, LLC and Paul L. Katz, recorded at OR 3941, PG 1130 et.
seq.;
(e) Evidence of satisfactory release or subordination of the mortgage between
Howard Gamer and American Brokers Conduit Corporation, recorded at OR
4078, PG 2280 et.. seq.;
(f) W-9 Form; and
(g) 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 dftermined by Purchaser,
Purchaser's counsel and/or title company. jv.J HI\\.
4. Both Owner and Purchaser agree that time is o~~e~sence of this Agreement and
that, therefore, Closing shall occur within ninety (~ days from the date of execution
of this Agreement by the Purchaser; provided, however, that Purchaser shall have
the unilateral right to extend the term of this Agreement pending receipt of such
instruments, properly executed, which either remove or release any and all such
liens, encumbrances or qualifications affecting Purchaser's enjoyment of the
Easement. At Closing, payment shall be made to Owner in that amount shown on
the Closing Statement as "Net Cash to Seller," and Owner shall deliver the Closing
Documents to Purchaser in a form acceptable to Purchaser.
5. Owner agrees to relocate any existing irrigation system located on the Property
including irrigation lines, electrical wiring and sprinkler valves, etc., prior to the
construction of the project without any further notification from Purchaser. Owner
assumes full responsibility for the relocation of the irrigation system on the remainder
property and its performance after relocation. Owner holds County harmless for any
and all possible damage to the irrigation system in the event owner fails to relocate
the irrigation system prior to construction of the project.
If Owner elects to retain improvements and/or landscaping ("Improvements") located
on the Property, the Owner is responsible for their retrieval prior to the construction
of the project without any further notification from Purchaser. Owner acknowledges
that Purchaser has compensated Owner for the value of the Improvements and yet
Purchaser is willing to permit Owner to salvage the Improvements as long as their
retrieval is performed before construction and without interruption or inconvenience
to the County's contractor. All Improvements not removed from the Property prior to
construction of the project commences shall be deemed abandoned by Owner.
County shall have the right to enclose the easement area with fencing and gates, at
County's sole expense, in order to limit access to the easement area to County
authorized vehicles, equipment, and personnel.
This provision shall survive Closing and is not deemed satisfied by conveyance of
title.
6. Owner 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. Owner agrees, represents and warrants the following:
(a) Owner 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
Page 3
perform all tasks required of Owner 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
Owner 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 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 encumber or convey any portion of the property
underlying the Easement or any rights therein, nor enter into any agreements
granting any person or entity any rights with respect to the Easement,
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 Easement.
(f) Owner 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 Owner's ability to perform
hereunder; nor is there any other charge or expense upon or related to the
Easement which has not been disclosed to Purchaser in writing prior to the
effective date of this Agreement.
(g) Purchaser is entering into this Agreement based upon Owner's
representations stated in this Agreement and on the understanding that
Owner will not cause the physical condition of the property underlying the
Easement to change 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 adversely affect the physical condition of the
property underlying the Easement or its intended use by Purchaser.
(h) 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 Purchaser; that the Owner has no
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 Purchaser,
that the Owner has not received notice and otherwise has no 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.
8. Owner 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 Owner's
representations under paragraph 7(h). This provision shall survive Closing and is not
deemed satisfied by conveyance of title.
Page 4
9. Purchaser shall pay all fees to record any curative instruments required to clear title,
and all Easement recording fees. Any and all costs and/or fees associated with
securing a Release or Subordination of any mortgage, lien or other encumbrance
recorded against the property underlying the Easement shall be paid by Purchaser.
In accordance with the provisions of Section 201.01, Florida Statutes, concerning
payment of documentary stamp taxes by Purchaser, Owner shall further pay all
documentary stamp taxes required on the instrument(s) of transfer, unless the
Easement is acquired under threat of condemnation.
10. 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.
11. If the Owner holds the property underlying the Easement in the form of a partnership,
limited partnership, corporation, trust or any form of representative capacity
whatsoever for others, Owner 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 underlying the Easement before the
Easement held in such capacity is conveyed to Purchaser. (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. 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 Purchaser.
13. 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.
14. 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 PURCHASER:
DATED:_~1.l \'\ 2.-<,"~
ATTEST' . 'Of,"" .
<,'t'......::.'J'.."K' '
DWIG' E. BR~~~~ 1c
_ ,'Pe~ty Clerk
~. ~.:' _ ^ J l-'
Atttn; uw..Clit;t,.... ,
~ 1 Qnat\lrec! roo});:'
BOA~D 0 OUN
COLLI OUN
BY:
Chairman
COMMISSIONERS
LORID~
Page 5
AS TO OWNER:
CYPRESS-ENCLAVE LLC
DATED:
By: ~ /I
A
V~fv) .P~
WitnesvSignature)
-r;..rr-j M. r.-. Ehe-
Name (Print or Type)
MAtt. A. Itvo",o~S./_{
(Printed Name)
f1 f'NM.. ,\/(0 /vf~friL
(TITLE)
Approved as to form and
legal sufficiency:
Ul A ()to
Heidi Asnton-Cicko
Assistant County Attorney
.'
EXHIBIT If A \I
Page \ of l
LEGAL DESCRIPTION & SKETCH
(NOT A SURVEY)
PROJECT NO. 511012
PROJECT PARCEL NO. 803
FOLIO NO. 60782320006
A PARCEL OF LAND
MORE PARTICULARLY DESCRIBED AS FOLLWS:
THE WEST 30 FEET OF LOT 1, BLOCK "C," MYRTLE COVE ACRES,
ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 3,
PAGE 38, OF THE PUBLIC RECORDS OF COLLIER COUNTY,
FLORIDA
30 FEET
LOT 1
/\
( BLOCK "C" )
N
SKETCH NOT TO SCALE
Collier County Transportation Engineering and Construction Management Department
01103/083;50 PM
MEMORANDUM
Date:
February 27,2008
To:
Paul Young
Right-of- Way Property Acquisition Specialist
From:
Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re:
Easement Agreement - LASIP 511012, 1 B South
Enclosed please find one (1) copy of the document as referenced above,
(Agenda Item #10E), approved by the Board of County Commissioners on
Tuesday, June 8, 2004.
The Minutes & Records Department has retained the original document for the
Official Records.
If you have any questions, please feel free to contact me at 252-8411.
Thank you.
Enclosure