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Parcel 133RDUE PROJECT: 68056 PARCEL No: 133RDUE FOLlO No: 379947B0005 EASEMENT AGREEMENT THIS EASEMENTi:GREEM . T (hJmilinafter referred to as the "Agreement") is made and entered into on this i ;.I , 2009, by and between CAROL E. NELSON, a single woman, and OJEWSKI, a single woman as joint tenants with full rights ofsurvivorship, whose mailing address is 330 Wilson Boulevard South, Naples, Fl 34117- 9364, (hereinafter collectively 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, nqn-exclusive right-of-way, drainage aDd easement to el'lter upon and to install and maintain roadway. bike path and . improvements, draini:lge structures, including but n swales, earthen berms, rip- rap and retaining wall systems, underground . ateI' control stru,ctures, the right to remove and use any and all excavated ma~filriaJ, and any and all manner of public and private utiilty facilitIes , upon.and across the following described lands located in Collier County, Florida, and 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 Easement to Purchaser for the total sum Qf $134,QOO.00 payable to Bella Patel Trust Account. The Purchase Price shall be subject to the apportionment and dlstribution of proceeds pursuant to Paragraph ~of this Agreement (said transaction hereinafter referred to as the "Closing"), The tO.lal payment of $134,OQO.OO shall be full compensation for the Easement conveyed. including all landscaping, trees, shn,lbs, improvements, l,Ind fixtures at;1dshall pein full ;md final settlement of any damages resulting to including but not limited to the cost to relocate the existing irrigati08 system and other improvements, and the cost to cut and cap irrigation lines Easement, and to remove all sprinkler va,lves and related electrical wiri ages in connection with conveyance of said Easement to Purchaser, ineluqing 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 wilt remove, release or subordinate suCh encumbrances from t upon their recording in the public records of Collier County, Florida. At or prior sing, Owner shall provide Purchaser with a copy of any existing prior title insurance. policies. Owner shall cause to be delivered to purchaser the items specified herein and the followi and instruments duly executed and acknowledged. in recordable form (herei referred to as "Closing Documents') on or before the date of Closing: (a) Easement; (b) Closing Statement; (0) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit; Page 2 (d) W-9 Form; and (e) Such evidence of authority and capacity of Owner and its representatives to exec.ute and deliver this agreement and all other documents reqLiired 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. 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 6f the Easement At Closing, payment shall be made to Owner in that amount shown on the Closing Statement as " Owner shall deliver the Closing Documents to Purchaser in a form ac to Purchaser. 5. Owner agrees to relocate any existing irrigation system Ibcated o.n the Easement including irrigation lines, electrical wiring and sprinkler valves, etc., prior to the construction of the project without <ilny further notification from Purchaser. Owner assumes full responsibility for the relocation of the irrigation system on the remainder pr and its performance after relocation. Owner holds County harmless for any and aU Ie 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 ("Improvement$") located on the Ea$ement, the Owner is responsible for their retrieval prior to the construction of the project without any further notjflcation from PU hat Purchaser has compensated Owner for the value of the Improvements and y r is willing to permit e the Improvements as long as their retrieval is performed before without interruption or inconvenience to the CounWs contractor. All Improvements not removed from the Property prior to commencement of construction of the project shall be deemed abandoned by Owner. This prOVision shall survive Closing and is not deemed $atisfjedby c'Onveyanc;e of title, 6. Owner and Purchaser agree to do all things which may be required to give effect to this Agreement immediately as stich requirement is made known to them Or they are requested to do $0, whichever i$ the earlier. 7. Owner agree$, represents and warrants the following: (a) Owner has full right, power and authority to own and operate the property underly' t, to enter into and to execute this Agreement, to execute; deliver perform its obligations under this Agreement and the instruments executed in connection herewith, to undertake all actions and to perform all tasks required of Owner hereunder and to con$ummate the transaction contemplated hereby. (b) Purchaser's acceptance of the Easement shall not b~ deemed to be full performance and discharge of every t and obligation on the part of Owner to be performed pursuant to the prov of this Agreement. Purchaser ha$ any right or option to acquire the thereof. (d) Until the date fixed for Closing, so long as this Agreement remains in force and effect, Owner shall not encumber or Gonvey any portion of the property underlying the Easement or any rights therein, nor enter into any granting any person or entity any rights with respect to the Easeme{1t, obtaining the written consent of Purchaser to stich 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 govemmental 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 . .. " Page 3 charge or expeose 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 at~ of this Agreement up to and including the date of 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 Eiasement, and all uses ofthe said property, have been and presently are in complianceHwith all Federal, State ahd 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 t,he 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 pn:>perty underlying the Easement; b) any existing or threatened environmental lien against the property . the Easement; or c) any lawsuit, proceeding or investigation regarding ent, spill or transfer of hazardous substances on the property underlying ent. This proviSion snail 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 eXPElnses (including without limitation reasonable paralegal and attorney fees and expenses whether in court, out of court, in bankruptcy or administrative proceedings or on or fines incurred by or asserted againstthe Purchaser by reason or arising breach of any of Owner's representations u 7(h). This prOVision shall survive Closing and is not deemed satisfied by con 9. 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 orSuborc(ination 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 cirother encumbrance-holder for the protection of its security interest or a$ 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, Florida Statutes" related to the exemptionsagainstpayment of documentary stamp taxes by Purchaser, Owner shaH further pay all documentary stamp on the instrument(s) of transfer, unless the Easement is acquired under threat 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, succe$sors, 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, trustor 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. nveyed to Purchaser. (If the corporation is registered with the Federal Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose s.tock 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, mises other than those so. stated herein; and this written Agreement, including allat.tached 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 . Page 4 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. ,:}'-!<;:,,""''-~ . Ir'rYVlrNEssyv~~"E::OF, the parties hereto have executed this Agreement on the date first above",wr~~t}'l;' ... ..r,;t,,~.,; .. < 'v -l l(j' ~ ."~"Y~.PU,RCH~~); \ ',;':,: &oAl'~~lJ3.'" '" \~~~~{~~t~ , ~~J~','/:":;;': ;;.-'<" '~o:~,;;,';~:: ; ~<, ',1"'-':, ..:. :', '. i.:...~";_~:,,, ';Y-:"" .:'~\ ..,~~(- ". BY: DONNA ~eS~Signature) Name (Print or Type ~_Ju'1~f\.{~ t.lJ(ltQ'a.CP Witness (Signature) bJo f"Wla k '\ \/da.tlace Na e (Print or Type) - ~G.~ ,.i.CAROL E. NELSON CQ t...n~ '. ,,'" u-- If s:' ~ "- .' VAlORIE K. lOJEWSKI () Witness (Signatur~, . ~'1{A C::1Y -e 8 U5 Name (Print or Type) O-.)-'\)( MALL ~ ( .t.~ Witness (Signature) NtJ C-vV\{;t l. v~t ( CUJi Name (Print or Type) - ~t ... ,~~- ~ .. ' ~ " g :ft 9 tI R '" N 8 t(- ~ ~ , . '14 I I w E 17 I I I CUELLAR I OR 3960/290 I OR '" DFFlCIAL 1'<((;ORO$ ~ PROPOSEO ROADWAY. DRAiNAGE, AND, UTILITY rLZ.l. EXISTING RIGHT OF WAY DEDICATEp io lUtf'l1: . :...A OF THE "UBLIC PER PLAT BOOK 7, FAGE 17 s 15Q .f i! f ~. ~ & if: Iii n, I" I[ 'N :;; ~ ~ ~ ,JONES OR :18$0/276 (ROUE) L USE lEGAL DESCRIPTION FOR PARCEL 133RDUE -1 1 I I ! ! , I 1.27 i I I I I I j I ~T- 1 ~~~ .~~ I +- - ! 43+oc 1- -j I I I f _J Cl ~ .::> ~ RJ CD w ;;:; ~ EXHIBIT._ Pap r. tt4......!.-- lO 38 0 -I- i I I CONTAINING 4.500 SQUARE MORE OR: LESS. 40 8U lea ".::..::J o SKETCH & DESCRIPTlON ONLY I NOT A BOUNDARY SURVEY FOR: COUNTY GOVERNMENT BOARO COLLIER BOULEVARD SKETCH & PESCRIPTlON OF: PROPOSED RIGHT OF WAY PARCEL 133RDUE COLLIER COUNTY, FLORIDA sellE: 1":80'