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Parcel 124RDUE2 PROJECT: CTS — Siena Lakes PARCEL No(s): 124RDUE2 FOLIO No(s): 00235520009 EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (h reinafter referred to as the "Agreement") is made and entered into on this R.STiday of , 2019, by and between SIENA LAKES, LLC, a Maryland limited liability company, whose mailing address is 701 Maiden Choice Lane, Baltimore, MD 21228 (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, Section 1.3 of Exhibit F to the Siena Lakes CCRC Commercial Planned Unit Development (CPUD), Ordinance No. 09-65, as amended by Ordinance No. 09-65, requires that Owner convey to County a perpetual non-exclusive Road Right-of-Way, Drainage 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 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 by the issuance of road impact fee credits; 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 . RECITALS - 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. PURCHASE PRICE - Owner shall convey the Easement to County in exchange for road impact fee credits to be exclusively used within the CPUD in accordance with the Consolidated Impact Fee Ordinance (No. 01-13, as it may be modified or replaced) in the amount of: $150,000 (said transaction hereinafter referred to as the "Closing"); provided, however, that in the event any road impact fee credits remain following issuance of the final CO for the project, such credits may be assigned to any property within its road impact fee district or the adjacent road impact fee district without any approvals or consents required from the County for the assignment. Said road impact fee credits shall be full compensation Page 2 for the Easement conveyed, including (if applicable) 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 (if any), and the cost to cut and cap irrigation lines (if any) extending into the Easement, and to remove all sprinkler valves and related electrical wiring (if any), 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. CLOSING DOCUMENTS AND CLEAR TITLE - 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. Prior to Closing and as soon after the execution of this Agreement as is possible, Owner shall provide County with a copy of any existing title insurance policy and the following documents and instruments properly executed, witnessed, and notarized where required, in a form acceptable to County (hereinafter referred to as "Closing Documents"): (a) Easement; (b) Instruments required to remove, release or subordinate any and all liens, exceptions and/or qualifications affecting County's enjoyment of the Easement; (c) Closing Statement; (d) Grantor's Non-Foreign, Taxpayer Identification and "Gap" Affidavit; (e) W-9 Form; and (f) 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. TIME IS OF THE ESSENCE - Both Owner and County agree that time is of the essence. Therefore, Closing shall occur within ninety (90) days of the date of execution of this Agreement or within thirty(30) days of County's receipt of all Closing Documents, whichever is the later. This agreement shall remain in full force and effect until Closing shall occur, until and unless it is terminated. 5. MISCELLANEOUS REQUIREMENTS - 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. Page 3 6. REPRESENTATIONS AND WARRANTIES - Owner agrees, represents and warrants the following: (a) Owner has full right, power and authority 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. (b) County's acceptance of the Easement shall 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, except those that expressly survive closing. (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 convey any portion of the property underlying the Easement, nor enter into any agreements granting any person or entity any rights with respect to the Easement which may not be released at closing, 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) Owner has not entered into any maintenance, construction, advertising, management, leasing, employment, service or other contracts affecting the Easement. (f) To the best of owners knowledge and actual belief, that there are no suits, actions or arbitration, administrative or other proceedings and owner has received no written notice of any 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 will not be paid at closing. (g) County is entering into this Agreement based upon Owner's representations stated in this Agreement and on the understanding that Owner will not directly cause the physical condition of the property underlying the Easement to change significantly 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 materially and adversely affect the physical condition of the property underlying the Easement or its intended use by County. Page 4 (h) To the best of Seller's knowledge and actual belief, 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 actual 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 actual 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. 7. INDEMNIFICATION - 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 expressly provided under paragraph 6 above. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 8. CURATIVE INSTRUMENTS, PROCESSING FEES, TAXES - Owner shall pay all fees to record any curative instruments required by an institutional title insurance company to issue title, all Easement instrument recording fees, and all processing fees required by Owner's lien-holders and/or easement-holders 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. 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. In accordance with the provisions of Section 201 .01 , Florida Statutes, concerning payment of documentary stamp taxes by County, Owner shall further pay all documentary stamp taxes required on the instrument(s) of transfer. 9. PRIOR YEAR AD VALOREM TAXES - There shall be deducted from the road impact fee credits all prior year ad valorem taxes and assessments levied against the parent tract property which remain unpaid as of the date of Closing. 10. EFFECTIVE DATE - 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. Page 5 11. PUBLIC DISCLOSURE - 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.) 12. ENTIRE AGREEMENT - 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. 13. BREACH AND TERMINATION - If either party fails to perform any of the covenants, promises or obligations contained in this Agreement, such party will have breached this Agreement and the other party may provide written notice of said breach to the party in breach, whereupon the party in breach shall have 15 days from the date of said notice to remedy said breach. If the party in breach shall have failed to remedy said breach, the other party may, at its option, terminate this Agreement by giving written notice of termination to the party in breach and shall have the right to seek and enforce all rights and remedies available at law or in equity, including the right to seek specific performance of this Agreement. 14. SEVERABILITY - 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. VENUE - 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 COUNTY: DATED: Co I a S Iq ATTEST: BOARD OF CO . __COMMISSIONERS CRYSTAL K. KIN7 , Clerk of COLLIER 04 if FLORIDA `,cuit Court •mptrolle . Depu Clerk. William cDanie;CHAIR A Page 6 AS TO OWNER: DATED: /14/ /t , 4bI1 SIENA LAKES, LLC, a Maryland limited liability company aid �r�• Witness (Signature) Orr e: Nei, /Cs` W f5 0, Shau.) itle: ��i /ritip /eta NamePrin ( t or Type) daiiity‘Are"Wiessna f ,C ,MP. d Name (Print or Type) Approved as to form and legality: Jennifer Belpedi p‘ � Assistant County Attorney `' Last Revised:08/1/16 0 ___ _ 74XHIEVT: 61 _,__, .,1ge. 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