Parcel 147TDRE
PROJECT:
PARCEL:
FOLIO No:
99999
147TDRE
36431120002
AGREEMENT
THIS TORE AGRqEMENT (her after referred to as t( "Agreement") is made and
entered into on this day of , 20 tl ,by and between C. DEAN
COPLEN AND HELEN I. COPl ,as Trustees of The Coplen Family Trust dated
11/12/2001 AND SANDRA S. HOLDEMAN, whose mailing address is c/o Bella Y. Patel,
Attorney at Law, 13026 Waterford Run Drive, Riverview, Florida 33569, (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 is expanding Santa Barbara Boulevard and making access
improvements to Owner's property and to 29th Place SW, as part of the Santa Barbara
Boulevard expansion project; and
WHEREAS, as part of the above-referenced project, Purchaser has agreed to
construct improvements on Owner's property pursuant to the terms of this Agreement; and
WHEREAS, Owner's southerly driveway on Santa Barbara Boulevard will be closed;
and
WHEREAS, Purchaser requires a Temporary Driveway Restoration 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") in order to
construct the improvements; 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 agrees to install the drain in the driveway and reconstruct the
driveway in accordance with the plans attached hereto as Exhibit "B".
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 Easement to Purchaser for the sum of:
$10,000.00
sut/ect 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 Owner, payable by County Warrant, shall be full compensation for the
Easement conveyed, including all landscaping, trees, shrubs, improvements, and
fixtures located thereon, and shall be in full and final settlement of any and all
damages resulting to Owner's remaining lands, and costs to cure, in connection with
conveyance of said Easement to Purchaser. Furthe!'n1ore, Purchaser shall pay
attorney fees to Bella Y. Patel, P.A., in the amount of $10,000; engineering fees to
the firm of PEE.R in the amount of $2,725; land planning fees to the firm of Diaz-
Pearson in the amount of $3,970; and real estate appraisal fees to the firm of Integra
Rea/ty Resources in the amount of $1,226.50.
Page 2
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 duly executed and acknowledged, in recordable form (hereinafter
referred to as "Closing Documents") on or before the date of Closing:
(a) Temporary Driveway Restoration Easement;
(b) Closing Statement;
(c) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit;
(d) W-9 Form; and
(e) 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 determined by Purchaser,
Purchaser's counsel and/or title company.
4. Both Owner and Purchaser agree that time is of the essence of this Agreement and
that, therefore, Closing shall occur within ninety (90) 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 Easement
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 Easement, 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 Easement prior
to construction of the project commencement of shall be deemed abandoned by
Owner.
This provision shall survive Closing and is not deemed satisfied by conveyance of
title.
6. Owner ana Purcnaser 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
perform all tasks required of Owner hereunder and to consummate the
transaction contemplated hereby.
Page 3
(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 re8.son 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 anv act which would adversp.ly affect the phys;cal corditio!" af 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 aq8.inst and
fiO,n, and i'diillOUrse 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.
9. By the execution hereof, Owner hereby releases Purchaser from any and all claims
arising in connection with the Santa Barbara Boulevard expansion project, including
but not limited to claims of compensation for, or damages relating to:
a. Access both to and/or from either Santa Barbara Boulevard or 29th Place
Southwest;
Page 4
b. Parking; and
c. Drainage.
10. Purchaser shall pay all fees to record any curative instruments required to clear title,
all Easement recording fees, and any and all costs and/or fees associated with
securing and recording a Release or Subordination of any mortgage, lien or other
encumbrance recorded against the property underlying the Easement; 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 for
the execution of any release, subordination or satisfaction, shall be the responsibility
of the Owner, and shall be deducted on the Closing Statement from the
compensation payable to the Owner per Paragraph 2. In accordance with the
provisions of Section 201.01, i=lorida Statutes, relatee: to the exem;:,tions against
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.
11. 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. 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.)
13. 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.
14. 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. 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: q ...9., t? C/
BOAR~OF OUNTY COMMISSIONERS
COLLIER OUNT LORIDA
.
BY:
TOM HENNING, Chairman
ignature)
C~ /.-,ow~
(Print e)
;I~ t~:J;';
Wi ness (Signlifure)
f;h04-li) .:T iV!,,~~O
(Print Name)
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tZ- ~
.,~[~
ness (Signature)
I ~'l(~ f.-.hV.e....
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L~de~~
"K. 0 JUJ i/ .:r ;0.. i1~
Name (Print or Type)
Approved as to form and
legal ufficiency:
L
Heidi F. shton-Cicko
Assistant County Attorney
Last Revised: 4/1108
Page 5
C. DEAN COPLEN, Ind' Iduaily and as
Co-Trustee of The Coplen Family Trust
dated 11/12/2001
-&~l~
HELEN I. COPLEN, IndiVidually and as
Co-Trustee of The Coplen Family Trust
dated 11/12/2001
~A Nlunw
/SANDRAS.HOLDEMAN
Exhibit "A"
The North 30 feet of the West 30 feet of the following
described property:
Lot 28, Block 230, Golden Gate Unit 7, according to the plat
thereof recorded in the public records of Collier County,
Florida, in Plat Book 5, Pages 135 through 146,
TOGETHER WITH the South 10 feet of the 20 foot wide
platted alleyway vacated by Collier County via Resolution
No. 95-155, recorded in the public records of Collier County,
Florida, in OR Book 2035, Pages 1367 through 1372,
located immediately adjacent to the north line of said Lot 28.
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