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Resolution 2000-069 16 C 1 RESOLUTION NO. 2000- ~ RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AUTHORIZING ITS CHAIRMAN TO SIGN A RELOCATION AND CONSTRUCTION AGREEMENT BETWEEN COLLIER COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA AND BAY COLONY - GATEWAY, INC., FOR THE EXCHANGE OF PROPERTY AND CONSTRUCTION OF A LARGER REPLACEMENT BEACH PARKING LOT AT THE WEST END OF SEAGATE DRIVE WITHIN NAPLES CAY WHEREAS, the Staff of Collier County and representatives of Bay Colony - Gateway, Inc" have negotiated a written Relocation and Construction Agreement ("Agreement") for the exchange of property and construction of a larger replacement motor vehicle parking lot at the west end of Seagate Drive within Naples Cay; and WHEREAS, in accord with Section 125.37, Florida Statutes, this proposed exchange has been advertised two (2) times in the Naples Daily News, a newspaper of general circulation in Collier County; and WHEREAS, the Board of County Commissioners of Collier County, based on the facts and recommendations from Staff, finds that the easement interests in the parcel of land where the existing parking lot is located and other related right-of-way interests, if any, promised therein to be conveyed by the County are no longer needed by the County and these actions are in the public interest provided the County receives fee title to the replacement parking lot and any easements necessary to ensure legal ingress and egress to the replacement parking lot by the public, which shall be used by the County as a public motor vehicle parking lot, and provided the County receives a perpetual easement to ensure pedestrian access from the replacement parking lot to the beach; and WHEREAS, by this Resolution the Board of County Commissioners authorizes its Chairman to execute the Agreement, attached hereto, by and between Collier County, a political subdivision of the State of Florida, and Bay Colony - Gateway, Inc. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that: 1. The Board of County Commissioners of Collier County, Florida, hereby directs and authorizes its Chairman, on behalf of this Board, to execute the Agreement, attached hereto, authorizing the exchange of property and construction of a larger replacement motor vehicle parking lot at the west end of Seagate Drive within Naples Cay. 2. The WHEREAS Clauses are incorporated herein as if fully restated. 3. This Resolution shall take effect immediately upon adoption. ADOPTED this /44day of m~ favoring adoption. , 2000 after motion, second and majority vote ATTEST: DWIGHT E. BROCK, Clerk INE, Chairman ,..,~., J By:.... . '. il.Jtn~ : " . .eputy Clerk ( Attest<:~ to Chair1llall'S \ s.igr.Q,tUl'eon1J. ,'Approved as tp.'form and legal sufficiency: -t~vV' ? vV[~ Thomas C. Palmer, Assistant County Attomey RELOCATION AND CONSTRUCTION AGREEMENT lbu1 THIS RELOCATION AND CONSTRUCTION AGREEMENT (hereinafter referred to as "Agreement") is made and entered into by and between BAY COLONY - GATEWAY, INC., a Florida Corporation (hereinafter referred to as "BCG"), whose mailing address is 24301 Walden Center Drive, Suite 300, Bonita Springs, Florida 34134 and COLLIER COUNTY, a political subdivision of the State of Florida, its successors and assigns (hereinafter referred to as "County") whose mailing address is 3301 Tamiami Trail East, Naples, Florida 34112; WHEREAS, County is owner of that perpetual, non-exclusive parking easement, dated November 3, 1988, conveyed by Naples Cay Master Association, Inc. and recorded in Official Record Book 1411, Page 1013, of the Public Records of Collier County, Florida, better described in Exhibit "A" (hereinafter referred to as the "existing parking lot"), which is attached hereto and made a part of this Agreement; and WHEREAS, Naples Cay Master Association, Inc. (the "Association") is now controlled by BCG; and WHEREAS, the existing parking lot provides for twenty four (24) motor vehicle parking spaces and the County has access to that property pursuant to a perpetual, non-exclusive ingress and egress easement recorded in Official Record Book 1411, Page 1013 of the Public Records of Colr~er County, Florida; and WHEREAS, BCG is requesting fee simple title to the existing parking lot for purposes of constructing an approved residential community project; and WHEREAS, BCG desires to convey to the County a replacement parking lot on that land, (hereinafter referred to as the "replacement parking lot") described in Exhibit "B", which is attached and made a part of this Agreement; and WHEREAS, the replacement parking lot shall provide a minimum of thirty-eight (38) motor vehicle parking spaces for the public's uses related to access to the County beach; and WHEREAS, County agrees it is in the public's best interests to exchange the existing parking lot for the replacement parking lot. NOW, THEREFORE, it is agreed by and between the parties as follows: 1. BCG shall, at its sole cost and expense, replace the existing County parking lot by constructing a new parking lot on land currently owned and controlled by BCG, which will serve as the replacement parking lot. When completed, the replacement parking lot shall have not less than thirty-eight (38) motor vehicle parking spaces and, at a minimum, shall be built to the current standards for existing County beach parking facilities. All construction, landscaping and signage shall be built and/or installed by BCG in accordance with plans to be submitted to and approved by the County. 2. BCG, at no cost to County, shall construct the replacement parking lot in two (2) phases. Phase I shall provide for the construction of twenty-four (24) parking spaces at the replacement parking lot. The County's existing parking lot shall remain fully functional until the Phase I replacement parking lot becomes fully functional. This shall occur and be prerequisite to the commencement of construction of BCG's planned residential project. Phase II shall provide for the construction of the additional fourteen (14) parking spaces and should be completed within six (6) months of BCG's receipt of a final Certificate of Occupancy for BCG's planned residential tower. 3. BCG, at no cost to County, shall landscape and install appropriate signage and pavement markings for both phases of the replacement parking lot. BCG, it successors or assigns, shall provide or shall cause the Association to provide, in perpetuity, water that shall serve the irrigation system for the landscaping to be planted within the replacement parking lot. BCG shall maintain both phases of the replacement parking lot until such time as a final Certificate of Occupancy is obtained for BCG's final 16[;1 Page 2 residential community project, currently known as "The Seasons at Naples Cay." Landscape and general maintenance shall be provided to a level equivalent or better than that of other BCG properties. Upon receipt of the final Certificate of Occupancy, the County shall assume perpetual maintenance of the replacement parking lot. 4. BCG, at its sole cost and expense, shall install a potable water drinking fountain within the replacement parking lot to serve the public. BCG shall provide, or cause the Association to provide, in perpetuity, free potable water that will serve the potable drinking fountain. 5. Within sixty (60) days upon confirmation by the County as to the completion of Phase I and II or upon written request by the County, BOG, for no monetary compensation, shall convey (or by then have conveyed) to the County marketable record title to the replacement parking lot and any easements necessary to ensure legal ingress and egress to the replacement parking lot by the public, including a ten (10') foot wide perpetual, non-exclusive, access easement to provide for a public pedestrian walkway from the replacement parking lot to the existing twenty (20') foot utility, drainage and access easement, as recorded in Plat Book 12, Pages 39 and 40 of the Public Records of Collier County, Florida, to provide public pedestrian access to and from the public beach. BCG shall obtain any such instruments, properly executed, which will remove or release any encumbrance from the replacement parking lot upon their recording in the public records of Collier County, Florida, and any other documents necessary, on or before the expiration of the sixty (60) day period. 6. Upon formal acceptance by the County of the replacement parking lot, BCG shall have no further duties or responsibilities with regard thereto other than to provide free water for landscaping as noted in Paragraph 3 and free potable water to the replacement parking lot as noted above in Paragraph 4. 7. BCG agrees, at no cost to the County, to provide County upon request a complete set of "as-builts" for the replacement parking lot. 8. The County, for no monetary compensation, agrees to execute appropriate documentation to BCG to terminate (or convey) any and all of its interests therein, including access, to the existing parking lot. BCG agrees to accept the existing parking lot "as is", specifically and expressly without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from or on behalf of the County. All Deeds from the County shall in the form specified in Section 125.411, F.S. 9. No person or entity associated with BCG shall have any rights to the replacement parking lot other than as members of the general public. 10. BCG represents that the replacement parking lot and all uses of the replacement parking lot have been and presently are in compliance with all Federal, State and Local environmental laws; that, to BCG's knowledge, no hazardous substances have been generated, in excess of levels permitted by applicable law, stored, treated or transferred on the replacement parking lot except as specifically disclosed herein to the County; that BCG has no knowledge of any spill or environmental law violation on any property contiguous to or in the vicinity of the replacement parking lot to be conveyed to the County; that BCG has not received notice and otherwise has no knowledge of (a) any spill on the replacement parking lot, (b) any existing or threatened environmental lien against the replacement parking lot or (c) any lawsuit, proceeding or investigation regarding the generation, storage, treatment, spill or transfer of hazardous substances on the replacement parking lot. This provision shall survive all transfer of title from BCG to County and is not deemed satisfied by conveyance of title. 11. BCG shall indemnify, defend, save and hold the County harmless against and 16C1 Page 3 from, and shall reimburse the County with respect to any and all damages, claims, liabilities, laws, costs and expenses (including without limitation reasonable paralegal and expert witness 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 BCG's representation under Section 10. This provision shall survive the transfer of title from BCG to County and is not deemed satisfied by conveyance of title. 12. BCG shall pay for all costs associated with the exchange of the existing parking lot with the replacement parking lot. Costs shall include but not be limited to recording costs (for conveyance and curative instruments), transfer, documentary and intangible taxes, and the cost of any title commitment. 13. BCG, in consideration of Ten Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, shall indemnify, defend and hold harmless the County, its agents and employees, from and against any and all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs, interest and expenses (including, but not limited to, attorneys' fees and disbursements both at trial and appellate levels) arising, directly or indirectly, from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to (a) BCG's use of the existing and/or replacement parking lots; (b) any work or thing whatsoever done, or any condition created (other than by County, its employees, agents or contractors) by or on behalf of BCG in or about the existing or replacement parking lots; (c) any condition of the existing or replacement parking lots due to or resulting from any default by BCG in the performance of BCG' obligations under this Agreement; or (d) any act, omission or negligence of BCG or its agents, contractors, employees, subtenants, licensees or invitees. In case any action or proceeding is brought against County by reason of any such thing, BCG shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if County shall so request, at BCG's expense, by counsel reasonably satisfactory to County. 14. The County shall not be liable for any injury or damage to any person or any property caused by the elements or by other persons within the existing or replacement parking lots, or from the street or sub-surface, or from any other place, or for any interference caused by operations by or for a governmental authority in construction of any public or quasi-public works. 15. As a result of this agreement, the County shall not be liable for any damages to or loss of any property, including loss due to petty theft, occurring on the existing or replacement parking lots, and BCG agrees to hold the County harmless from any claims for damages, except where such damage or injury is the result of the gross negligence or willful misconduct of the County or its employees. 16. Prior to conveyance of the existing parking lot to BCG and/or prior to conveyance of the replacement parking lot to County, BCG shall provide and maintain, for both sites, general liability and property liability insurance policy(ies) approved by the Collier County Risk Management Department, for coverage not less than One Million Dollars and No/Cents ($1,000,000.00) combined single limits during the entire existence of replacement parking lot. In addition, BCG shall provide and maintain Worker's Compensation Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage shall include Employer's Liability with a minimum limit of One Million Dollars and No/100 Cents ($1,000,000.00) each accident. Such insurance policy(ies) shall list Collier County as an additional insured thereon. Evidence of such insurance shall be provided to the Collier County Risk Management Department, 3301 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval prior to the commencement of Phase I as described above; and shall include a provision requiring ten (10)days prior written Page 4 notice to Collier County c/o County Risk Management Department in the event of cancellation or any changes in policy(ies) coverage. County reserves the right to reasonably amend the insurance requirements by issuance of notice in writing to BCG specifying articulated reason(s) for the need for such modified coverage, whereupon receipt of such notice BCG shall have thirty (30) days in which to obtain such additional insurance. 17. 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 successors, subsequent purchasers, heirs, executors, personal representatives, successors, successor trustees, and/or assignees, whenever the context so requires or admits. 18. 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 this j/-/ day of ,/'V~.P.~.,2000. Date Property acquisition approved by BCC: AS TO BCG: DATED: Witnes{L~Signature) N~me: .~ (Prinl r Type)_~ at. ure) or Type) G~o!ge~ P~, VSeni~-~ President AS TO COUNTY: ATTEST: .,DWI~,HT,E. BROCK, Clerk " ' ~ /~'..L'- :" " '¥;'::App~o~d as to form and legal suff~ieocy Thomas C. Palmer Assistant County Attorney BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: ,"" TIMOTHY J);/~ONSTANTINE, Chairman that. pa~t of ~)venme~t Lot 1, hction 16, Tovn~ip 49 ~outh, ~ 25 ~t, ~llier ~U, ~ori~..ki~ 2~ ~ti~ly duui~ u foll~t ~ct~ at ~ 8~t ~ of ~t ~ ~ ~e north line of ~te Drive ~ sh~. on ~e' ~t of ~it 'b, ~te ~ivisi~ u record~ in Pht ~ 3, ~ ~h~e .~uth 0°-~'~20' b~ 18.~ f~t to t~ ~. OF B~ Of the ~rcel h~ein/deSeri.~; ~h~e~ con~i~e ~u~ 0~-35'k20' .~t 21.00 f~ ~o a line vhi~ 'li~ ~8 feet .nor~rly:-of ~d ~lel vith ~e south line of ~id Gove~en~ ~ 1; '~ ~d...'~r~el li~ ~uth 890-2~'~0" V~t ~0.~ feet; 0~-~-~" V~t 24..~ ~t; bt ~.~ [~t to the Point o[ ~~ o[ the ;- oE.'.=ecord; .... or l~s. vtth the Professional's seal. d' county &cce~s esmt rev. 5-3-88) EXHIBIT._ __ ~HIBrT~ Oo'1' I u.o'.t 0'1:6 . OR'iBOOK PAGE' Legal descript£on of part of Government Section 16, Township 49 South, ltan~e 25 Collier County, Florida (County Parking Parcels (Naples All that part of Government Lot i. Section 16, Township 49 Sou~, ..~ ~ange 25 hs~, ~lier ~un=y, Florida ~ing more par~i~l~ly ... descr~e~ ~ fo11~s~ ~nning at the sourest co~er of ~t 88 on ~e no~ !ine of -~..-' Seagate ~ive ~ sho~ on ~e plat of Unit ~e, Seagate .~ubdivision as r~o=d~ in Plat ~ 3, page 85, Collier Coun=y .'[.' ~enc~ a~ng a l~ne which lies 70.00 feet no=~e=ly m~s~ed at righ= angles to) ~ parole1 wi~ ~e sou~ Xlne o~ sa~d ~vemn~ ~t I and ~e ~u~a~ of ~a~ land as des~i~ in O.a. ~k 246, page 477, ~Xl~er ~un~y ~iZc Re~rds, CoXlie= ~n~, F1ori~ Sou~ 89e-24'-40*' ~8~ 572.10 fee= ~ ~e ~X~ OF B~X~G o~ Pa~el UA* (~e ~irst of =we p~cels herein ~oncm ~u~ 0~-35~-20~ R~ 18.00 ~nce ~ Uge-24*-40~ b8~ 99.00 ~t; .. ~o~e ~r~ 0°-35'-20" NosC 18.00 feet/ " ~ence No~ 89~-24'-40' hs~ 99.00 ~ee= bgi~i~ of Parcel 'A' herin descried; ~ence ~u~ 0~-35'-20' hs~ 42.00 ~ee~ ~o ~e POI~ OF BEG~H~G ' O~ P~cel 'B' (~e 2rid of ~ p~e~8 heFei&. described); ~ence ~=~h 890-24'-40~ Eas~ 27.00 ~ence No~ 0e-35'-20" ~e~ 18.00 ~ee~; ' Parcel "A" con~alnSng ~782 s~e ~ee~ ~=e o= ~ess; ....~ ~ceZ "B" con~aLning 2268 .s~=e ~ more o= less; s~jlc~ ~ e~n~s and =es~=tc~$ons o~ ~co=d. ~ON~ ~L~ ~N~ seLL & PEEK~ INC. ~t. vaZid. u~ess-'~ossed vl~ ~e P~essional"s sea1. W.O* 2~730 .b~: 4~406 (~:kd county-a-b) : g Recor~:l Bncl VeXed in OIf~r~al Rece~.~ ~f COLLIER COUN'rY. FLORIDA JAM~.~,~ C. GILLS, CLERK ,09 00'0~ 3,,0~,g£.00 $ A4 ,,O~,g£,00 N / / / / / / / (Clef' 'Ocl 'OgZ l '8'0) I N3~I3SV3 NOISIA3131 378VD QNV ~- 32: O~ ~ 0 0 ~ ~ ~ Z~.~ Z lhllllll ~ ~ : ~ IIIIIIIII ~ ~ ~ -- IIIIIIIII EXHIBIT_~ Pain--of, ~