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E's Store Agmt Parcel 501 & 701 PROJECT: Oil Well Rd. at Immokalee Rd. Intersection Improvements PARCELS: 501 & 701 FOLIO: 64700625608 AGREEMENT THIS AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into on this B cJv day of m~ ' 200~ by and between E'S COUNTRY STORES, LLC, a Florida limited I ability company, whose mailing address is 21246-C Clubside Drive, Boca Raton, Florida 33434 (hereinafter referred to as "Owner"), to 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 "County"). WITNESSETH: WHEREAS, County has requested that Owner convey to County a perpetual, non- exclusive Slope and Utility 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 has requested that County widen the Oil Well Road entrance to Owner's property situated at 14344 Immokalee Road, as more fully depicted in the Construction Plan Sheet marked Exhibit "B", attached hereto and made a part of this Agreement (hereinafter referred to as "the Work"); and WHEREAS, Owner has agreed to grant to County a Temporary Construction Easement over, under, upon and across the lands described in Exhibit "C", which is attached hereto and made a part of this Agreement (hereinafter referred to as "the TCE") in order that County may carry out the Work; and WHEREAS, in recognition of the mutual benefits to be obtained, Owner desires to convey the Easement and the TCE (hereinafter collectively referred to as "the Easements") to County for the stated purposes, and County desires to carry out the Work, on the terms and conditions set forth herein, said terms including that no compensation shall be due and payable for the Easements or for the Work. 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 Easements to County, in a form acceptable to County and at no cost to the County, unless otherwise stated herein. Said conveyance (Owner's delivery to County of properly executed easement instruments) is hereinafter referred to as the "Closing." 3. Prior to Closing, Owner shall obtain from the holders of any liens, exceptions and/or qualifications encumbering the Easements, the execution of such instruments which will rernove, release or subordinate such encumbrances from the Easements upon their recording in the public records of Collier County, Florida. Owner shall provide such instruments, properly executed, to County on or before the date of Closing. 4. This Agreement shall be null and void, and of no further force or effect, unless Closing shall occur within sixty (60) days from the date County executes this Agreement; 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 Agreement Page 2 remove, release or subordinate any and all such liens, encumbrances or qualifications affecting County's enjoyment of the Easements. 5. Owner is aware and understands that this Agreement is subject to the acceptance and approval by the Board of County Commissioners of Collier County, Florida. 6. Owner represents that to the best of its knowledge the property underlying the Easements and all uses of said property have been and presently are in compliance with all Federal, State and Local environmental laws; that to the best of its knowledge no hazardous substances have been generated, stored, treated or transferred on the property underlying the Easements except as specifically disclosed to County; that Owner has no actual knowledge of any spill or environmental law violation on any property contiguous to or in the vicinity of the Easements to be conveyed to County, that the Owner has not received notice and otherwise has no knowledge of a) any spill on the property underlying the Easements, b) any existing or threatened environmental lien against the property underlying the Easements or c) any lawsuit, proceeding or investigation regarding the generation, storage, treatment, spill or transfer of hazardous substances on the property underlying the Easements. This provision shall survive Closing for a period of one year and is not deemed satisfied by conveyance of title. 7. Owner shall indemnify, defend, save and hold harmless County against and from, and reimburse 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 County by reason or arising out of the breach of Owner's representation under Section 6. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 8. County 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 Easements; provided, however, that any compensation, costs and/or fees required to secure and record releases or satisfactions, shall be the responsibility of the Owner. 9. County shall carry out the Work at its own expense as part of the construction of Oil Well Road at Immokalee Road Intersection Improvements (Collier County Project No. 60016) (hereinafter referred to as "the Project") and within the confines of the Temporary Construction Easement. County shall pay the permitting fees and the construction costs for the Work. 10. County shall not close Owner's existing driveway onto Oil Well Road without alternative access to Oil Well Road, acceptable to Owner (which consent shall not be unreasonably withheld), first having been provided further to the east, and Owner shall grant the necessary right of entry onto its property to allow such alternative access (driveway connection) to be constructed by others at no cost or expense to Owner. 11. To the fullest extent permitted by law, County shall indemnify, defend, save and hold harmless Owner, Owner's officers, agents, invitees, guests, and/or employees from and against any construction liens, suits, demands, claims, liability, losses, penalties, damages, judgments, orders, decrees, and costs and expenses (including attorneys' fees and all costs of litigation) for property damage, construction lien, liability, or death which may result from or arise out of any willful misconduct or negligent act of County which occurred or is alleged to have occurred with respect to County's use of the Easements. This indemnification provision shall not he construed as a waiver of sovereign immunity or any limitation of liability to which County may be entitled under Section 768.28, Fla. Stat. This provision shall survive Closing and shall not be deemed satisfied upon conveyance of title. 12. County or its agents will provide Owner with at least ten days' advance, written notice of commencement of the Work, which notice shall identify the work to be done and the estimated number of weeks to complete the Work. Agreement Page 3 13. 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. 14. Conveyance of the Easements by Owner 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. 15. This Agreement is governed and construed in accordance with the laws of the State of Florida IN WITNESS WHEREOF, the parties have caused these presents to be executed the date and year first above written. AS TO COUNTY: DATED: 5/S/.;J..oo'- I I Ir,.;':',,,,\'''''\:'-. .::}.i-. . v AFT-EST: '<"; ...... oWlGHT EiBROCK., Clerk . . ~'~.'~\'. -,: . ~~At~~=r~c. . ,t9llItuN,o;wl. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: ~~ --::3.:7 ____ AS TO OWNER: WITNESSES: E'S COUNTRY STORES, LLC, a Florida limited liability company RJAtr;~ Witness (Signature) Name:~P68'r R4:~es (Print) ~ \"~/A-4"'-' ~ignature) Name:~t\.i<.. L~~~<<-f' (Print) Approved as to form and legal sufficiency: k t/ U~,..-<- Ellen T. Chadwell Assistant County Attorney EXHIBIT A page.--Lot 2. SECTION 23, TOWNSHIP 48 SOUTH, RANGE 27 EAST COLLIER COUNTY, FLORIDA LEGAL DESCRIPTION OF SLOPE AND UTILITY EASEMENT (PARCEL NO. 501) ALL THAT PARCEL OF LAND SITUATE IN SECTION 23, TOWNSHIP 48 SOUTH, RANGE 27 EAST, COLLIER COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE NORTH 10 FEET OF THE EAST 355 FEET OF THE WEST 380 FEET OF PARCEL 1, ORANGE TREE UNIT THREE, CITRUS GREENS SECTION, PHASE 1-A, ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 14, PAGE 121, OF THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, LESS AND EXCEPT THAT CERTAIN PARCEL OF RIGHT-OF-WAY DESIGNATED AS "PARCEL NO. 188", MORE PARTICULARLY DESCRIBED IN THAT CERTAIN ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 3111, PAGE 557 ET SEa., PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. o <( o a: ....J ....J W $: ....J o EXHIBIT A Page 2. of 2... LEGAL DESCRIPTION AND SKETCH SLOPE AND UTILITY EASEMENT (PARCEL NO. 501) 1( Z . E'S COUNTRY STORES, LLC PROPOSED 10 - FT. SLOPE AND UTILITY EASEMENT (NOT TO SCALE) IMMOKALEE ROAD ....:..,..:. ,,','... . ~:.e " t..,. I . ." . 8 T"-t u- 7i 0 I"1 ',-::." ;,,-, N ~;:] I o~ 0'" "', o:il ~~. O.J~ :Ju... <i :::> 0 -, ~~ ~~~ ~~ iii ~j~~~ ~ - ,~ .w q ~ 01 , : : i. 11. ,:.:"'"' 'lI bI ~ mu~~ >-oE- <~ r_' ;;l:: :::!l ........~~ O::>[J) 05::< Cl~ Eo-< C/J>-oZ 0::0 (f)~~ . 00:: ~c...o :::!lE- ~[J) E-~ 0:: i:x:I 0:::; o E--< (f) (f) i:x:I .-CO(/) CO'<l'E-< oncoz co r.l , ci ;:;! 0:: . r.l 0.':::-1:; ......00:: QC3~ <0::- ~r.l13 ::l~e:: [.iI~~ ~~fQ ....:i2!~ OE-<~ ~ < ~ [Q< ... ~8 ~ eo::"f! " CI.100< ; !ici~~~~ 11\ ~ ~~~l:Jt;' l>i:~"'~1!. ~Z"'~~~ z::>~-<g~ g8~~~~ u o~,)~ [:;ei~~~~ Q3S~ ~ ~o ~ ou u III " OO+6~~ " '''' "to:Ol c;oO(:/OVo~ 5MP"l3l:J01S S3\MOi:J\331,!,~' ~.;-( " OO+8~~ ~ 103 ill IV OVO~ 113M 110\C;O.U\sUO!paSJOilUj\Slllrml..-l A1fMn'l(()>:i'\woal. u5Isam:r; ;gl o ~I \ POC VALENCIA ~ 100' R/W 1 I o -0;:0 )>CIJ 00 .f'10 ^ <O(.N ON NN CXl n-o :::::j)> ;:0;:0 en (/)fTl r o ;:o~ -0 fTl . rnfTlo , Z;:o (/))> ~ Z ..po. g:j ,,) -on~ o::!;:o OfTl ~zfTl N' .~ -o~ I- )>--l (/)--l fTlI ~;:o I~ )>. -'- I 30,010, N02'1 6 'b6" W (/) CXl 'I .po. CXl 0, ~ CXl o o o I "tll > ~I gal --11 o ....\ S02'16'~6" 30.0~( I I \ I : ~ \ I~r- I I \ I 1 I :j I ~I I~ 1 1 I I 1 I I I \ I I 1 \ I 1 I J / ,/ - - / SCALE: l' = 50' ~~~ NOTES 1, BEARINGS ARE BASED ON THE SOUTH RIGHT-OF-WAY LINE OF OIL WELL ROAD AS BEING S 87'48'10" W ESTABliSHED FROM STATE PLANE COORDINATES FLORIDA EAST ZONE AND 83/99 ADJUSTMENT. 2, THIS PROPERTY IS SUBJECT TO ANY FACTS THAT MAY BE REVEALED WITH A FULL AND ACCURATE TITLE SEARCH, z CXl 'I .po. ~ ~ 0, fTl CXl o o o POB 3, SUBJECT TO EASEMENTS, RESERVATIONS AND RESTRICTIONS OF RECORD, 4, ALL DIMENSIONS ARE IN FEET AND DECIMALS THEREOF, UNLESS OTHERWISE NOTED, 1 LEGAL DESCRIPTION A PORTION OF PARCEL 1, ORANGETREE UNIT THREE, CITRUS GREENS SECTION, PHASE 1 -A, AS RECORDED IN PLAT BOOK 14, PAGE 121 OF THE PUBLIC RECORDS OF COLliER COUNTY, FLORIDA. BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, COMMENCING AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY liNE OF OIL WELL ROAD AND THE CENTERLINE OF VALENCIA DRIVE AS SHOWN ON, ORANGETREE UNIT THREE, CITRUS GREENS SECTION, PHASE 1 -A, AS RECORDED IN PLAT BOOK 14, PAGE 121 OF THE PUBliC RECORDS OF COLliER COUNTY, FLORIDA.; THENCE ALONG SAID SOUTH RIGHT-OF-WAY liNE S,87'48'10"W., A DISTANCE OF 390,06 FEET TO THE POINT OF BEGINNING; THENCE S,02'16'06" E" A DISTANCE OF 30.00 FEET; THENCE S,87'48'10"W" A DISTANCE OF 80,00 FEET; THENCE N,02'16'06"W" A DISTANCE OF 30.00 FEET TO ITS INTERSECTION WITH SAID SOUTH RIGHT -OF-WAY liNE; THENCE N,87'48'10"E, ALONG SAID SOUTH RIGHT-OF-WAY liNE, A DISTANCE OF 80,00 FEET TO THE POINT OF BEGINNING, o r o~ Orrl 'r ;:or ~IAJ o )> o z CXl 'I .po. CXl 0, IfTl (.N <0 I~ o en CONTAINING 2,400,00 SQUARE FEET OR 0,0551 ACRES, MORE OR LESS. LEGEND R/W = RIGHT -OF -WAY ct = CENTERLINE U,E. UTiliTY EASEMENT POC POINT OF COMMENCEMENT POB POINT OF BEGINNING P.B, PLAT BOOK PG PAGE SURVEYOR'S CERTIFICATE FOR THE EXCLUSIVE USE OF: COLliER COUNTY TRANSPORTATION DIVISION PARCEL 701 AVID J, H n, P FLA. L1C, 0, 5834 NOT VALID WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER This is NOT a Survey. Wil.Miller -~~~.. PIonwJ . fiutW<<I . EcoIoQ/oII . &noycn . I.ondtcopo Ar_ . T,_"", """"""" W"~ Inc, -lloIoy....-JOO.__3oII:lHO>7.___.Fa__._ ___ PRCWECr NO: SHEEr N6037-001-000 1 OF 1 DMWINO laX NO: 1 GG-36 REV: Oct 10, 2005 - 09:05: 12 TOSBORNEIX:\SUR\n6037\ 1 GG-36,dwg