III (B) Acceptance of Easement Agreements re: Conveyance of Clarke Road from Silvestri Investment AGENDA 6-18-96
Item III B
FOLEY & LARDNER
ATTORNEYS AT LAW
SUITE 1800
111 NORTH ORANGE AVENUE A MEMBER OF GLOBALEX
WITH
FLORIDA 32801 MEMBER OFFICES IN
BERLIN
JACKSONVILLE TELEPHONE (407) 423-7656 BRUSSELS
TALLAHASSEE
TAMPA FACSIMILE (407) 648-1743 DRESDEN
WEST PALM BEACHANKFURT
MAILING ADDRESS FR LONDON
MPOST OFFICE BOX 2193
MADISON
EE SON PARIS
CHICAGO ORLANDO, FL 32802-2193 SINGAPORE
STUTTGART
WASHINGTON,D.C.
TAIPEI
MEMORANDUM
TO: The Honorable Mayor and City Commissioners of
the City of Ocoee
FROM: Paul E. Rosenthal, Esq. , City Attorney
DATE: June 14 , 1996
RE: Acceptance of Easement Agreements Regarding Conveyance of
Clarke Road from Silvestri Investments
In connection with the dedication of Clarke Road by Silvestri
Investments of Florida, Inc. from A.D. Mims Road north to its
present terminus, the Development Agreement requires that certain
easement agreements be executed. Attached hereto are the following
easement agreements :
(1) Drainage Easement Agreement . This document
grants to Silvestri Investments the joint use of Retention
Ponds A and B which are part of the Clarke Road drainage
system. The right to expand the ponds is also granted.
(2) Drainage and Utility Easement Agreement . This
grants to Silvestri Investments easements for drainage and
utility purposes across that portion of Clarke Road dedicated
to the City by Silvestri Investments .
The above-referenced easements are similar in content to easements
previously approved in connection with the dedication and
acceptance of the portion of Hackney-Prairie Road located adjacent
to the Prairie Lakes PUD.
The attached easement agreements will be executed by the City
concurrent with the dedication of Clarke Road.
The Easement Agreements do not include the legal descriptions
as they are being revised. The final legal descriptions will be
attached to the easement documents at the time of execution.
ESTABLISHED 1 8 4 2 ( �j
The Honorable Mayor and City Commissioners of
the City of Ocoee
June 14, 1996
Page 2
RECOMMENDATION:
It respectfully is recommended that the Mayor and City
Commission approve the proposed Drainage Easement Agreement and the
proposed Drainage and Utility Easement Agreement between the City
and Silvestri Investments of Florida, Inc . and authorize execution
thereof by the Mayor and City Clerk.
PER:dh
encl .
C:\W P51\DOCS\OCOE\EASEAGR.MEM 1 6/14/96 DEBBIEH I PER:dh
THS INSTRUMENT PREPARED BY
AND SHOULD BE RETURNED TO:
Scott M. Clements, Esq.
FOLEY & LARDNER
111 North Orange Avenue, Suite 1800
Post Office Box 2193
Orlando, FL 32802-2193
(407) 423-7656
For Recording Purposes Only
DRAINAGE EASEMENT AGREEMENT
(CLARKE ROAD)
THIS DRAINAGE EASEMENT AGREEMENT (this "Easement Agreement")
is made and entered into this day of , 1996, by and between the CITY OF
OCOEE, a Florida municipal corporation, whose address is 150 North Lakeshore Drive, Ocoee,
Florida 34761 (hereinafter referred to as the "Grantor"), and SILVESTRI INVESTMENTS OF
FLORIDA, INC., a Florida corporation, whose address is 3312 Olde Wharf Run, Winter Park,
Florida 32792 (hereinafter referred to as the "Grantee").
(Wherever used herein the terms "Grantor" and "Grantee" include
all the parties to this instrument and the heirs, legal representatives
and assigns of individuals, and the successors and assigns of
corporations, partnerships [including joint ventures], public bodies
and quasi-public bodies.)
WITNESSETH:
WHEREAS, Grantor owns fee simple title to certain land located in Orange
County, Florida, said land being more particularly described in Exhibit "A" attached hereto and
by this reference made a part hereof (hereinafter referred to as the "Easement Property"); and
WHEREAS, Grantee owns fee simple title to certain land located in Orange
County, Florida, said land being more particularly described in Exhibit "B" attached hereto and
by this reference made a part hereof (hereinafter referred to as the "Grantee's Land"); and
WHEREAS, Grantor and Grantee have heretofore entered into a certain
Development Agreement, dated June 18, 1991, as recorded in Official Records Book 4352, Page
1655, as amended by First Amendment thereto dated December 13, 1994, as recorded in Official
Records Book 4839, Page 2121 and as further amended by Second Amendment thereto dated
October 3, 1995 as recorded in Official Records Book 4956, Page 4908, all of the Public
Records of Orange County, Florida (hereinafter referred to as the "Development Agreement");
and
WHEREAS, pursuant to the terms of the Development Agreement, the Grantee
has constructed retention ponds on the Easement Property for drainage purposes related to
Clarke Road and the Grantee's Land (hereinafter referred to as the "the Retention Ponds"); and
WHEREAS,pursuant to the terms and conditions of the Development Agreement,
Grantor has agreed to grant and convey to Grantee a drainage easement over, upon and across
the Easement Property for the specific and limited purposes hereinafter set forth and to grant
certain other rights to Grantee.
NOW, THEREFORE, in consideration of the mutual covenants, promises, terms
and conditions set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. The above recitals are true and correct, form a material part of this
Easement Agreement and are incorporated herein by reference.
Section 2. Grantor hereby gives, grants, bargains, sells and conveys to Grantee
a non-exclusive perpetual easement for drainage purposes over, under and upon the Easement
Property (the "Easement"), all subject to the terms, conditions and limitations set forth herein.
Section 3. The Grantee shall have the non-exclusive right, privilege and easement
to enter upon the Easement Property for the purpose of utilizing the Retention Ponds constructed
thereon for stormwater drainage purposes in connection with development of Grantee's Land or
any portion thereof.
Section 4. The Grantee shall have the right and privilege, at its sole cost and
expense, to expand the Retention Ponds in accordance with plans and specifications approved
by the City for development of the Grantee's Land, or any portion thereof, in order to
accommodate the requirements for the development of the Grantee's Land, or any portion
thereof; provided, however, that in connection with any such expansion:
(1) The Grantee shall cooperate and coordinate with the Grantor in regards to
such expansion so as not to interfere with the operation and maintenance of Clarke Road.
(2) The Grantee, its agents, employees, consultants and independent
contractors shall have the right to enter upon the Easement Property for the purpose of
expanding the Retention Ponds in the manner set forth above in accordance with plans
and specifications approved by the Grantor. The Grantee shall assume all risks involved
in entering upon the Easement Property for the performance of such activities and shall
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indemnify and hold the Grantor harmless from and against all loss, liability, costs,
claims, demands, damages, actions, causes of action, suits and expenses arising out of,
related to or caused by Grantee in the exercise of its rights hereunder.
(3) In the exercise of its rights under this Section, the Grantee shall keep the
Easement Property free and clear of all liens and encumbrances and shall hold the
Grantor and the Easement Property harmless from any liens arising out of Grantee's
activity thereon.
(4) Upon completion of the expansion of the Retention Ponds, the Grantee
shall convey to the Grantor the expanded Retention Ponds in the same manner and
subject to the same terms and conditions as with the original conveyance of the Easement
Property under the terms of the Development Agreement, except that the Grantee shall
not be entitled to any Road Impact Fee Credits with respect to such conveyance(s).
(5) Upon completion of the expansion of the Retention Ponds, this Easement
Agreement shall be amended so that the Easement Property will include all of the
expanded Retention Ponds, provided however, that the Grantee shall have first delivered
to Grantor an as-built survey of the expanded Retention Ponds which shall include a
metes and bounds legal description thereof.
Section 5. The Grantor hereby agrees, at the Grantor's sole cost and expense,
to maintain the Retention Ponds constructed on the Easement Property or on any expansion
thereof by the Grantee pursuant to Section 4 above; provided, however, that unless otherwise
agreed to by the Grantor and the Grantee, the Grantor shall not be required to maintain any
expanded Retention Ponds which are primarily designed to serve the Grantee's Land rather than
Clarke Road and any such expanded Retention Ponds shall be maintained by the Grantee, at its
sole cost and expense.
Section 6. This Easement Agreement shall not be construed to relieve the
Grantee of Grantee's independent obligations to design, engineer, permit and construct, at
Grantee's sole cost and expense, such on-site collection systems as may be necessary to connect
the Grantee's Land to the Retention Ponds and to convey stormwater from Grantee's Land to
the Retention Ponds or to expand the Retention Ponds if needed for the development of
Grantee's Land.
Section 7. This Easement Agreement is for the exclusive benefit of the Grantee's
Land.
Section 8. Grantor and Grantee mutually agree to abide by all applicable laws,
statutes, ordinances, rules and regulations relating to their respective uses of the Easement
Property, the Retention Ponds and any expansions thereof and any other drainage facilities and
appurtenances related thereto.
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Section 9. Except as expressly set forth herein, the Grantor reserves the right to
utilize the Easement Property for any purpose which does not interfere with the use of the
Easement Property by Grantee for the purposes set forth herein.
Section 10. The Grantee agrees to indemnify and hold harmless the Grantor from
and against any and all claims, actions, causes of action, loss, damages, injury, liability, cost
or expense, including without limitation attorney's fees (whether incurred before, during or after
trial, or upon any appellate level), arising from the Grantee's use of the Easement Property or
the Retention Ponds or any expansions thereof or from the exercise by the Grantee of any rights
granted by this Easement Agreement.
Section 11. This Easement Agreement shall be binding upon and inure to the
benefit of the parties specified herein, their respective legal representatives, successors and
assigns, and the benefits and burdens hereof shall run with the Easement Property and the
Grantee's Land.
Section 12. This Easement Agreement may be modified or amended only upon
the mutual written consent of Grantor and Grantee, or their respective legal representatives,
successors and assigns.
Section 13. The rights and privileges of Grantee hereunder may be assigned by
Grantee to one or more homeowner's associations formed with respect to all or a portion of the
Grantee's Land; provided, however, that any such homeowner's association shall assume all of
the obligations of the Grantee under this Easement Agreement and provided, further, that the
form of any such assignment shall be subject to the prior written approval of the City, which
approval will not unreasonably be withheld.
IN WITNESS WHEREOF, the parties hereto have subscribed their names and
have caused this Easement Agreement to be executed as of the day and year first above written.
GRANTOR:
Signed, sealed and delivered CITY OF OCOEE,
in the presence: a Florida municipal corporation
By:
S. Scott Vandergrift, Mayor
Name:
Attest:
Jean Grafton, City Clerk
Name:
(SEAL)
4
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING
APPROVED AS TO FORM AND HELD ON , 1996
LEGALITY this _ day UNDER AGENDA ITEM NO.
of , 1996.
FOLEY & LARDNER
By:
City Attorney
GRANTEE:
SILVESTRI INVESTMENTS .I
FLORIDA, INC., a orida,
corporation
�! �� B % V
L Gu vo F. Silvestri
Name: -e S,S'e t- 6-2,36,L ' - President
/11/CL a4C,.4i' .1, (CORPORATE SEAL)
l /lger' l03
csv
Name: �GUYS ac
5
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the State
and in the County aforesaid to take acknowledgements, personally appeared S. SCOTT
VANDERGRIFT and JEAN GRAFTON, as Mayor and City Clerk, respectively, of the City
of Ocoee, Florida and that they are personally known to me and they acknowledged that they
executed the foregoing instrument on behalf of the City of Ocoee freely and voluntarily for the
uses and purposes expressed therein.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 1996.
Signature of Notary
Name of Notary (Typed,Printed or Stamped)
Commission Number(if not legible on seal):
My Commission Expires(if not legible on seal):
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the State
and in the County aforesaid to take acknowledgements, personally appeared GUSTAVO F.
SILVESTRI as Vice President of SILVESTRI INVESTMENTS OF FLORIDA, INC., a
Florida corporation, who M is personally known to me, or [ J who produced
Ili A as identification, and he acknowledged that he
executed the foregoin instrument on behalf of said corporation freely and voluntarily for the
uses and purposes expressed therein and that the seal affixed thereto is the true corporate seal
of said corporation.
WITNESS my hand and official seal in the County and State last aforesaid this
day of rnIy , 1996.
1
Ii
filature o Notary
NU1y1j COMMISSION
E.GRAHAM
��/
2.: 1 11 •CC255643 EXPIRES
Febniary 11.1997
IOICCa Thai 1710r OM inain410t,IAG.
Name of Notary (Typed.Printed or Stamped)
Commission Number(if not legible on seal):
My Commission Expires(if not legible on seal):
A:\CLARKE.RD\DRAINAGE.EAS1529/961SILVESCRt-CLARKE OW)ISMC:dp
6
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THIS INSTRUMENT PREPARED BY
AND SHOULD BE RETURNED TO:
Scott M. Clements, Esq.
FOLEY & LARDNER
111 North Orange Avenue, Suite 1800
Post Office Box 2193
Orlando, FL 32802-2193
(407)423-7656
For Recording Purposes Only
DRAINAGE AND UTILITY EASEMENT AGREEMENT
(CLARKE RoAD)
THIS DRAINAGE AND UTILITY EASEMENT AGREEMENT (this
"Easement Agreement") is made and entered into this day of , 1996,
by and between the CITY OF OCOEE, a Florida municipal corporation, whose address is 150
North Lakeshore Drive, Ocoee, Florida 34761 (hereinafter referred to as the "Grantor"), and
SILVESTRI INVESTMENTS OF FLORIDA, INC., a Florida corporation, whose address is
3312 Olde Wharf Run, Winter Park, Florida 32792 (hereinafter referred to as the "Grantee").
(Wherever used herein the terms "Grantor" and "Grantee" include
all the parties to this instrument and the heirs, legal representatives
and assigns of individuals, and the successors and assigns of
corporations, partnerships [including joint ventures], public bodies
and quasi-public bodies.)
WITNESSETH:
WHEREAS, Grantor owns fee simple title to certain land located in Orange
County, Florida, said land being more particularly described in Exhibit "A" attached hereto and
by this reference made a part hereof (hereinafter referred to as the "Roadway Land"); and
WHEREAS, the Roadway Land constitutes a portion of Clarke Road; and
WHEREAS, Grantee owns fee simple title to certain land located in Orange
County, Florida, said land being more particularly described in Exhibit "B" attached hereto and
by this reference made a part hereof (hereinafter referred to as the "Grantee's Land"); and
WHEREAS, Grantor and Grantee have heretofore entered into a certain
Development Agreement, dated June 18, 1991, as recorded in Official Records Book 4352, Page
1655, as amended by First Amendment thereto dated December 13, 1994, as recorded in Official
Records Book 4839, Page 2121 and as further amended by Second Amendment thereto dated
October 3, 1995, as recorded in Official Records Book 4956, Page 4908, all of the Public
Records of Orange County, Florida (hereinafter referred to as the "Development Agreement");
and
WHEREAS,pursuant to the terms and conditions of the Development Agreement,
Grantor has agreed to grant and convey to Grantee a drainage and utility easement over, upon
and across the Roadway Land for the specific and limited purposes hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants, promises, terms
and conditions set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. The above recitals are true and correct, form a material part of this
Easement Agreement and are incorporated herein by reference.
Section 2. Grantor hereby gives, grants, bargains, sells and conveys to Grantee
a non-exclusive perpetual easement for drainage and utility purposes over, under and upon the
Roadway Land for the exclusive purpose of providing drainage and utility services, including
but not limited to electric, gas, cable television, telephone, water and sewer for the benefit of
the Grantee's Land (the "Easement"), all subject to the terms, conditions and limitations set forth
herein.
Section 3. The exercise by Grantee of its rights and privileges hereunder shall
be compatible with and consistent with the use by Grantor of the Roadway Land for roadway
purposes as contemplated by the Development Agreement.
Section 4. This Easement Agreement is for the exclusive benefit of the Grantee's
Land.
Section 5. Grantee agrees to abide by all applicable laws, statutes, ordinances,
rules and regulations relating to its use of the Roadway Land, including but not limited to the
provisions of Article I of Chapter 153 of the Code of Ordinances of the City of Ocoee relating
to Right-of-Way Utilization Permitting.
Section 6. The Grantee agrees to indemnify and hold harmless the Grantor from
and against any and all claims, actions, causes of action, loss, damages, injury, liability, cost
or expense, including without limitation attorney's fees (whether incurred before, during or after
trial, or upon any appellate level), arising from the Grantee's use of the Roadway Land or from
the exercise by the Grantee of any rights granted by this Easement Agreement.
2
Section 7. This Easement Agreement shall be binding upon and inure to the
benefit of the parties specified herein, their respective legal representatives, successors and
assigns, and the benefits and burdens hereof shall run with the Roadway Land and the Grantee's
Land.
Section 8. This Easement Agreement may be modified or amended only upon
the mutual written consent of Grantor and Grantee, or their respective legal representatives,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have subscribed their names and
have caused this Easement Agreement to be executed as of the day and year first above written.
GRANTOR:
Signed, sealed and delivered CITY OF OCOEE,
in the presence: a Florida municipal corporation
By:
S. Scott Vandergrift, Mayor
Name:
Attest:
Jean Grafton, City Clerk
Name:
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING
APPROVED AS TO FORM AND HELD ON , 1996
LEGALITY this _ day UNDER AGENDA ITEM NO.
of , 1996.
FOLEY & LARDNER
By:
City Attorney
3
GRANTEE:
SILVESTRI INVESTMENTS OF
FLORIDA, INC., a Florida
corporation
/4, By: 4 — .
Gus "F. Silvestri
.1xe 6:.e.i6/A4Vice President
a. i 1 I 1 (CORPORATE SEAL)
Name T O \O
4
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the State
and in the County aforesaid to take acknowledgements, personally appeared S. SCOTT
VANDERGRIFT and JEAN GRAFTON, as Mayor and City Clerk, respectively, of the City
of Ocoee, Florida and that they are personally known to me and they acknowledged that they
executed the foregoing instrument on behalf of the City of Ocoee freely and voluntarily for the
uses and purposes expressed therein.
WITNESS my hand and official seal in the County and State last aforesaid this
day of , 1996.
Signature of Notary
Name of Notary (Typed,Printed or Stamped)
Commission Number(if not legible on seal):
My Commission Expires(if not legible on seal):
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the State
and in the County aforesaid to take acknowledgements, personally appeared GUSTAVO F.
SILVESTRI, as Vice President, of SILVESTRI INVESTMENTS OF FLORIDA, INC., a
Florida corporation, who [X] is personally known to me, or [ ] who produced
N'A as identification, and he acknowledged that he
executed the foregoing instrument on behalf of said corporation freely and voluntarily for the
uses and purposes expressed therein and that the seal affixed thereto is the true corporate seal
of said corporation.
WITNESS my hand and official seal in the County and State last aforesaid this 30
day of , 1996. /
Wnature of otary
/ tiy.�,
M JESSE E.GRAHAM
l• uny COMt`1JSSION J1 CC255843 EXPIRES
%','i; _%iS•o 7 r v z u4!!rSURANCE.INC.
Name of Notary (Typed,Printed or Stamped)
Commission Ntgt ec,,(if not legib ata
gXela
My Commissi • g,
•,���oc
February 11.1997
, ;` eoNOED rum may YAa4I SUPUNCE,IIC.
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