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Parcel 205DAME~ , \ PROJECT: 51101 LASIP PARCEL No(s): 205 DAME FOLIO No(s): portion of 00444320003 EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (herein er referred to as the "Agreement") is made and entered into on this / U day of , 20fl, by and between MITZI H. FRANCIS, as Trustee of the Mitzi H. Fr cis Living Trust u/ald November 23, 1994, and PHILLIP M. FRANCIS, SR., as Trustee of the Phillip M. Francis, Sr. Living Trust u/ald November 23, 1994, whose mailing address is 256 Aqua Court, Naples, Florida 34102-7552, (hereinafter referred to as "Owner"), 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 "County"). WHEREAS, County requires perpetual, non-exclusive drainage, access and maintenance 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 County for the stated purposes, on the terms and conditions set forth herein; and WHEREAS, County 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 County for the sum of: $6,946.00 subject 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 or funds wire transfer, 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 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 Easement, and to remove all sprinkler valves and related electrical wiring, and all other damages in connection with conveyance of said Easement to County, 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. At or prior to Closing, Owner shall provide County with a copy of any existing prior title insurance r""ides. Owner shall cause to be delivered to County the items specified herein \y following documents and instruments duly executed and aCknOWle" ':J \" ~~)~' ~ /"""""\. r-'\ Page 2 recordable form (hereinafter referred to as "Closing Documents") on or before the date of Closing: (a) 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 County, County's counsel and/or title company. 4. Both Owner and County 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 County; provided, however, that County 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 County's enjoyment of the Easement. Such right to extend may be exercised by the County Manager or his designee for an additional term not exceeding ninety (90) days without further Board action. All additional extensions must be Board approved. At Closing, payment shall be made to Owner in that amount shown on the Closing Statement as "Net Cash to the Seller," and Owner shall deliver the Closing Documents to County in a form acceptable to County. 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 County. 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 County. Owner acknowledges that County has compensated Owner for the value of the Improvements and yet County 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 commencement of construction of the project shall be deemed abandoned by Owner. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 6. Owner and County 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) County'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 County 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 County to such conveyance, encumbrance, or agreement, which consent may be withheld by County 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 County in writing prior to the effective date of this Agreement. (g) County 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 County. (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 County; 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 County, 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 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 Owner's representations under paragraph 7(h). This provision shall survive Closing and is not deemed satisfied by conveyance of title. . ....._____~~ County shall pay all fees to record any curative instruments required to clE l(S ~ and all Easement instrument recording fees. In addition, County may elec ~' \1' "i. . 1\ 9. /-"\ Page 4 reasonable processing fees required by mortgagees in connection with the execution and delivery of 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 due to any diminution in the value of its property right, 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. 10. There shall be deducted from the proceeds of sale all prior year ad valorem taxes and assessments levied against the parent tract property which remain unpaid as of the date of Closing. Furthermore, in accordance with the exemptions provided for in Section 201.01, Florida Statutes, concerning payment of documentary stamp taxes by County, Owner shall pay all documentary stamp taxes required on the instrument(s) of transfer. 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, subject to the penalties prescribed for perjury, 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 County. (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 County. 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. ,~\k ----- ~~ 9J l\ \- ~ AS TO COUNTY: .-.. O. 10 II D~;P~B~;. d1J ;;,,' f..? c;? ~~.?,..:~~.......~.~ ~'~~T~.'i~.'. >/,., . STJ':;:d,..",,,..... 'b.,}'" r:7\/ ,'--' _~ -"'," ~--~;{r-;':':I^;;:,~;;;;::J-__-., ,';''(__:,,~,::c_., /'-"~9fft:~2~RQq~..~t~k "~. ':::-J . '"""\c, ::< . -; At ..>/.!~~tt\t:' tJ 1vP:atUf"t"O'h<t., . . AS TO OWNER:~(. l DATED: if { ~ tt,(~ Witness (Signature) ... ~V\ lAte {).A. ~dlV\ Name (Print or Type) ) W t ss (Signature) l Y;J}J !J1/~ 8-LE}( Name (Print or Type) Approved as to form and legal sufficiency: Last Revised: 10/15/10 ,~ Page 5 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: ~W. ~ FRED W. COYLE, Chairm MITZI CIS, as ustee of the Mitzi H. Francis Living Trust u/a/d November 23, 1994 --- ~t A\' ~5 Co> "'Ide:;, h!! ~NN ~sg~ .. 'l;; 'Q( 'r~g ~l,r!., ~5B o C -< .:u )> o )> "U in ?: .j>. 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Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Otlice only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines # 1 through #4 as appropriate for additional signatures, dates, and/or infonnation needed. If the document is already complete with the e~ 'on of the Chairman's si , draw a line . lines #1 thro #4, com lete the checklist, and forward to Sue Filson ine #5 . Office Initials Date 1. cA-O Board of County Commissioners 2. 3. 4. 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primaIy contact is the holder of the original document pending BCC approval. Nonnally the primary contact is the person who created/prepared the executive summary, Primary contact informati ed in the event one of the addressees above, including Sue Filson, need to contact stafffor additional or missing infonnation. All original documentsl1eed' the BCC Chainnan's sign are to be delivered to the BCC office only after the BCC has acted to approve the item. Name of Primary Staff Contact Agenda Date Item was A roved b the BCC Type of Document Attached Phone Number 61/ If) Agenda Item Number . _ -7 Number of Original ~ Documents Attached INSTRU ONS & CHECKLIST Initial the Yes column or IlUlI'k "N! A" in the Not Applicable column, whichever is a r 'ate. l. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chainnan, with the exception of most lettel'S, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and ssibl State Officials.) 2. All handwritten strike-through and revisions have been initialed by the County Attorney's Office and all other arties exce t the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date ofBCC approval of the document or the final ne otiated contract date whichever is a licable. "Sign here" tabs are placed on the appropriate pages indicating where the Chainnan's si and initials are r uired. 5. In most cases (some contracts are an exception), the original document and this routing slip should be provided to the BCC office within 24 hours ofBCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of oUt'deadlines! 6. The document was approved by the BCC on '} .;1 J.. - II (enter date) and all changes made during the meeting have been incorporated in the attached document. The Coun Attorne 's Office has reviewed the chan es, if a liable. PLEASE scan under I in the BMR Real ProJF1Y Folder, Thank you.1v ~~, ~.;l1 ~M>>1f, W4 ~~ 1/"'0- cK~r6~ ./tbJ.v<<- 4.