Parcel 110RDUE Easement Agreement PROJECT: 60219 Whippoorwill Lane and Marbella Lakes Drive Connection
PARCELS: 110RDUE
FOLIO NO: A portion of Mariposa common elements
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (hereinafter referred to as the "Agreement") is made and
entered into on this 13+1' day of Qc±o-Lj , 2020, by and between MARIPOSA AT
WHIPPOORWILL CONDOMINIUM ASSOCIATION, INC., a Florida not-for-profit corporation,
whose mailing address is c/o Directors Choice, LLC, 3784 Progress Avenue, Suite 107, Naples,
Florida 34104 (hereinafter referred to as "Seller"), and COLLIER COUNTY, a political
subdivision of the State of Florida, whose mailing address is 3299 Tamiami Trail East, do the
Office of the County Attorney, Suite 800, Naples, FL 34112 (hereinafter referred to as
"Purchaser").
WHEREAS, Purchaser requires a perpetual non-exclusive Road Right-of-Way, Drainage
and Utility Easement (hereinafter referred to as the "Easement") over, under, upon and across
the lands described in Exhibit "A" (hereinafter referred to as the "Property"), which is attached
hereto and made a part of this Agreement; and
WHEREAS, the Seller desires to convey the Easement to the County for the stated
purposes, on the terms and conditions set forth herein; and
WHEREAS, the Purchaser has agreed to compensate the Seller 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. RECITALS - All 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 — The Seller shall convey the Easement to the Purchaser for the sum
of:
$9,000.00
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 the
Seller, payable by the County Warrant or funds wire transfer, shall be full compensation 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 the Seller'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 (-A
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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 the Purchaser, including all attorneys' fees, expert
witness fees and costs as provided for in Chapter 73, Florida Statutes.
3. CLOSING DOCUMENTS AND CLEAR TITLE —the Seller shall obtain from the holders of
any liens, exceptions and/or qualifications encumbering the Property the execution of such
instruments which will remove, release or subordinate such encumbrances from the
Property 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, the Seller shall
provide the Purchaser with a copy of any existing title insurance policy(ies) and the
following documents and instruments properly executed, witnessed, and notarized where
required, in a form acceptable to the County (hereinafter referred to as the "Closing
Documents"):
(a) Road Right of Way, Drainage and Utility Easement;
(b) Instruments required to remove, release or subordinate any and all liens,
exceptions and/or qualifications affecting the Purchaser'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 the Seller and its representatives to
execute and deliver this agreement and all other documents required to
consummate this transaction, as reasonably determined by the Purchaser, the
Purchaser's counsel and/or title company.
4. TIME IS OF THE ESSENCE - Both the Seller and the Purchaser 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 Seller'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 for other cause. At Closing, payment shall be
made to the Seller in that amount shown on the Closing Statement as "Net Cash to the
Seller."
5. IRRIGATION SYSTEM AND MISCELLANEOUS IMPROVEMENTS — the Seller agrees to
relocate any existing irrigation system located on the Property including irrigation lines,
electrical wiring and sprinkler valves, etc. (if any), prior to the construction of the project
without any further notification from the Purchaser. The Purchaser assumes full
responsibility for the relocation of the irrigation system (if any) on the remainder property
and its performance after relocation. The Seller holds the Purchaser harmless for all
possible damage to the irrigation system in the event owner fails to relocate the irrigation
system prior to construction of the project. ; ))
Page 3
If the Seller elects to retain improvements and/or landscaping ("Improvements") located on
the Property (if any), the Seller is responsible for their retrieval prior to the construction of
the project without any further notification from the Purchaser. The Seller acknowledges
that the Purchaser has compensated the Seller for the value of all improvements located
within the Easement areas, and yet the Purchaser is willing to permit the Seller to salvage
said improvements as long as their retrieval is performed before construction and without
interruption or inconvenience to the Purchaser's contractor. All improvements not removed
from the Property prior to commencement of construction of the project shall be deemed
abandoned by the Seller.
This provision shall survive Closing and is not deemed satisfied by conveyance of title.
6. MISCELLANEOUS REQUIREMENTS—The Seller and the Purchaser 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. REPRESENTATIONS AND WARRANTIES —The Seller agrees, represents, and warrants
the following:
(a) The Seller 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 the Seller hereunder and to consummate the transaction contemplated
hereby.
(b) The Purchaser's acceptance of the Easement shall not be deemed to be full
performance and discharge of every agreement and obligation on the part of the
Seller to be performed pursuant to the provisions of this Agreement.
(c) No party or person other than the Purchaser has any right or option to acquire the
Property or any portion thereof.
(d) Until the date fixed for Closing, so long as this Agreement remains in force and
effect, Seller shall not encumber or convey any portion of the Property or any
rights therein, nor enter into any agreements granting any person or entity any
rights with respect to the Property, without first obtaining the written consent of the
Purchaser to such conveyance, encumbrance, or agreement, which consent may
be withheld by the Purchaser for any reason whatsoever.
(e) There are no maintenance, construction, advertising, management, leasing,
employment, service, or other contracts affecting the Property.
(f) The Seller 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 the Seller's ability to perform hereunder; nor
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is there any other charge or expense upon or related to the Property which has not
been disclosed to the Purchaser in writing prior to the effective date of this
Agreement.
(g) The Purchaser is entering into this Agreement based upon the Seller's
representations stated in this Agreement and on the understanding that the Seller
will not cause the physical condition of the Property to change from its existing
state on the effective date of this Agreement up to and including the date of
Closing. Therefore, the Seller agrees not to enter into any contracts or agreements
pertaining to or affecting the Property and not to do any act or omit to perform any
act which would adversely affect the physical condition of the Property or its
intended use by the Purchaser.
(h) The Property, 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 except as specifically disclosed to the Purchaser; that the Seller has no
knowledge of any spill or environmental law violation on the property contiguous
to or in the vicinity of the Easement Property to be sold to the Purchaser, that the
Seller has not received notice and otherwise has no knowledge of: a) any spill on
the Property; b) any existing or threatened environmental lien against the Property
; or c) any lawsuit, proceeding or investigation regarding the generation, storage,
treatment, spill or transfer of hazardous substances on the Property. This
provision shall survive Closing and is not deemed satisfied by conveyance of title.
8. INDEMNIFICATION — The Seller 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 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 Purchaser by reason or arising out of the breach of any of Seller's
representations under paragraph 7(h). This provision shall survive Closing and is not
deemed satisfied by conveyance of title.
9. CURATIVE INSTRUMENTS, PROCESSING FEES, TAXES —The Purchaser shall pay all
fees to record any curative instruments required to clear title, and all the Easement
instrument recording fees. In addition, the Purchaser may elect to pay reasonable
processing fees required by 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 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 Seller, and shall be deducted on the Closing Statement from the
compensation payable to the Seller per Paragraph 2. The Purchaser shall have sole
discretion as to what constitutes "reasonable processing fees."
GQ,O
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10. PRIOR YEAR AD VALOREM TAXES - 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.
11. 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.
12. PUBLIC DISCLOSURE - If the Seller holds the Property in the form of a partnership, limited
partnership, corporation, trust or any form of representative capacity whatsoever for others,
the 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 before the Easement
held in such capacity are conveyed to the Purchaser. (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. ENTIRE AGREEMENT - Conveyance of the Easement, or any interest in the Property, by
the Seller 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 the Seller and the Purchaser.
14. 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.
15. 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.
16. VENUE - This Agreement is governed and construed in accordance with the laws of the
State of Florida.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
AS TO PURCHASER:
DATED: (o• l3 )O
ATTEST:
CRYSTAL K. KINZEL, Clerk of the BOARD OF COUNTY COMMISSIONERS
Circuit Court & Comptroller COLLIER UNTY, FLORIDA
BY:
�-��•�
Jerk BURT L. SAUNDERS, Chairman
esf as t: firma s
ilOottire.only.
AS TO SELLt17k: MARIPOSA AT WHIPPOORWILL
CONDOMINIUM ASSOCIATION, INC.,
DATED: a Florida not-for-profit corporation
J-6,6W/L a L By:y
Witness (Signature) RONALD SM TH, Vice President
FaVc A
Name (Print or Type)
Wi Hess (Signature)
vd, t)4 ((
Name (Print or Type)
Approved as to form and legality:
(?v
Jennifer A. Belpedio
Assistant County Attorney
*** THIS IS NOT A SURVEY ***
PARCEL 110 RDUE EXHIBIT
SKETCH
A PORTION OF SECTION 18 TWN 49 RNG 26 E Peigitundmm
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GUSTO BELLA VITA
CONDOMINIUM
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NIGHTHAWK DRIVE
N 89 36'26" E N 89°36'26" E
40.04' 56.00'
ANDALUCIA POC 00'25'05" E
POB 30.00'
_ _ I S 89'36'26" W
- - - N 00°25'05" W 26.00'
60.NI'
S 44°35'41" W
42.42'
TE - Rb MARIPOSA
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JUL 2 4 /O20 PARCEL 110 RDUE
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a LEGEND:
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RDUE - ROADWAY DRAINAGE UTILITY EASEMENT
P.O.C. - POINT OF COMMENCEMENT
P.O.B. - POINT OF BEGINNING
I CERTIFY THAT THIS MAP WAS MADE UNDER MY DIRECTION AND THAT IT
MEETS THE MINIMUM TECHNICAL STANDARDS SET FORTH BY THE BOARD OF
THIS MAP IS NOT VALID WITHOUT THE ORIGINAL PROFESSIONAL LAND SURVEYORS IN CHAPTER 5J-17.050 THROUGH .052, FLORIDA
SIGNATURE AND RAISED SEAL OF THE FLORIDA ADMINISTRATIVE CODE, PURSUANT TO CHAPTER 472.027, FLORIDA STATUTES.
LICENSED SURVEYOR AND MAPPER. MARK D. McCLEARY, PSM
FLORIDA REGISTRATION No. 655
FOR COLLIER COUNTY p L 7
DATE SIGNED:
BOARD OF COUNTY COMMISSIONERS TITLE
COLLIER COUNTY, FLORIDA PARCEL 110 RDUE
TRANSPORTATION ENGINEERING DIVISION
2085 SOUTH HORSESHOE DRIVE
NAPLES,FLORIDA 34104(230)262-8182 DATE PROJ No. SHEET 1 of 2 FILE:
*** THIS IS NOT A SURVEY *** EXHIBIT
PARCEL 110 RDUE of
DESCRIPTION
A PORTION OF SECTION 18 TWN 49 RNG 26 E
DESCRIPTION:
A PARCEL OF LAND LYING IN SECTION 18,TOWNSHIP 49 SOUTH,RANGE 26 EAST,
COLLIER COUNTY,FLORIDA,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SAID SECTION18.
THENCE N 89°36'26"E ALONG THE NORTH LINE OF THE NORTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SAID SECTION 18 A DISTANCE OF 40.00'TO THE POINT OF
BEGINING;
THENCE CONTINUE N 89°36'26"E ALONG SAID LINE A DISTANCE OF 56.00';
THENCE S 00°25'05"E A DISTANCE OF 30.00';
THENCE S 89°36'26" W A DISTANCE OF 26.00';
THENCE S 44°35'41"W A DISTANCE OF 42.42'TO A POINT ON THE EASTERN RIGHT OF WAY
LINE OF WHIPPOORWILL LANE;
THENCE N 00°25'05" W ALONG SAID RIGHT OF WAY LINE A DISTANCE OF 60.00';
WHICH IS THE POINT OF BEGINNING,
HAVING AN AREA OF 2130 SQUARE FEET, 0.049 ACRES MORE OR LESS.
BASIS OF BEARING: WEST LINE OF THE SOUTHEAST QUARTER OF SECTION 18 BEARS
N 00°25'05" W.
LTE - ROW .
JUL 2 4 2020
I CERTIFY THAT THIS MAP WAS MADE UNDER MY DIRECTION AND THAT IT
MEETS THE MINIMUM TECHNICAL STANDARDS SET FORTH BY THE BOARD OF
THIS MAP IS NOT VALID WITHOUT THE ORIGINAL PROFESSIONAL LAND SURVEYORS IN CHAPTER 5J-17.050 THROUGH .052, FLORIDA
SIGNATURE AND RAISED SEAL OF THE FLORIDA ADMINISTRATIVE CODE, PURSUANT TO CHAPTER 472.027, FLORIDA STATUTES.
LICENSED SURVEYOR AND MAPPER. MARK D. McCLEARY, PSM
FLORIDA REGISTRATION No. 6557 �,��
D C COUNTY
ATE SIGN D: g J 7/ /ZD ZC
BOARD OF COUNTY COMMISSIONERS TITLE
COLLIER COUNTY, FLORIDA PARCEL 110 RDUE
TRANSPORTATION ENGINEERING-DIVISION
2885 SOUTH HORSESHOE DRIVE
NAPLES,FLORIDA 34104(239)252-819E DATE PROJ No. SHEET 2 of 2 FILE: