Prepared by and after recording return to: Lisa Van Dien Cheffy Passidomo, PA 821 Fifth Avenue South, Suite 201 Naples, FL 34102 COST SHARING AND EASEMENT AGREEMENT This Cost Sharing Agreement (the Agreement ) is made as of the day of, 2014, by and between NAPLES SQUARE RESIDENTIAL PROPERTY OWNERS ASSOCIATION, INC., a Florida not for profit corporation, whose address is 3185 Horseshoe Drive S, Naples, FL 34104 (the Association ), and WSR OLD NAPLES, LLC, a Florida limited liability company, whose address is 3185 Horseshoe Drive S, Naples, FL 34104 ( WSR ). RECITALS A. The Association is responsible for the administration of the residential project known as Naples Square located in Collier County, Florida, more particularly described in the Master Declaration of Covenants, Conditions and Restrictions for Naples Square recorded in Official Records Book, Page, Public Records of Collier County, Florida (the "Residential Property"). B. WSR owns certain real property located in Collier County, Florida, more particularly described on the attached Exhibit "A" (the "Adjacent Property"), on which it intends to build commercial and/or retail buildings. The Residential Property and the Adjacent Property (together the "Properties") are in close proximity to one another, and are intended to share certain entry features, roadways, fountains, and the stormwater management system, which are or will be owned by the Association (the Shared Facilities ). C. To facilitate the proper and convenient development and operation of the Properties, the Association and WSR desire to enter into this Agreement whereby the Association grants the Adjacent Property an easement for the use of the Shared Facilities, and the cost of maintenance and upkeep of the Shared Facilities, together with certain other maintenance requirement for the Properties, will be shared by the members of the Association and the owners of the Adjacent Parcel. Now therefore, in consideration of the mutual covenants set forth in this Cost Sharing Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, for themselves, their successors and assigns, agrees as follows: 1. Grant of Easement and Use Rights. The Association hereby grants to WSR, its successors and assigns, an easement and use right in the Shared Facilities. WSR shall exercise the rights conveyed herein in a manner which will not unreasonably interfere with the intended use of the Properties. 2. Maintenance of Shared Facilities. The Association shall be responsible for maintenance, repair and replacement of all of the Shared Facilities, and hereby covenants and agrees to maintain all of the Shared Facilities in good condition and repair, and consistent with the condition of other first-class mixed-use projects in Naples, Florida. 3. Maintenance of Stormwater Drainage Facilities. The Association shall be responsible for 1
maintenance, repair and replacement of any stormwater drainage facilities (the Drainage Facilities ) located on the Adjacent Property that serve the Residential Property and for which the Association has an easement. 4. Maintenance of Linear Park. The Association shall be responsible for maintenance of the Linear Park (the Linear Park ), pursuant to that certain Easement in favor of the City of Naples recorded in Official Records Book, Page, of the Public Records of Collier County, Florida. 5. Cost Sharing. The Adjacent Property shall share all expenses incurred in connection with the use, operation, and maintenance of the Shared Facilities, the Linear Park, the Drainage Facilities, and any improvements or equipment associated therewith as hereafter provided (collectively the Shared Costs ). Such expenses shall include, but not be limited to, ad valorem real property taxes (where applicable), liability and casualty insurance, maintenance, repair and replacement, and reserves for replacement and deferred maintenance. On or before December 1 st of each year, the Association shall prepare and deliver to WSR, a budget (the "Annual Budget") of anticipated expenditures for the Shared Costs for the next calendar year. Beginning with the following January, and continuing quarterly thereafter, WSR shall pay to the Association 40% of the total Annual Budget as its share of expenses attributable to the Shared Costs (the Adjacent Property Expenses ). 6. Lien Rights. The Association shall have the right to record a lien against all or any portion of the Adjacent Property that fails to pay its share of the Adjacent Property Expenses within 15 days after the date due. The Association s lien shall be foreclosable in accordance with Florida law. 7. No Other Benefited Lands. In no event shall any easement granted by this Agreement be construed to serve any property other than the Adjacent Property, and nothing contained in this Agreement shall create any rights to the general public. 8. Number and Gender. The captions and headings are for convenience only and are not intended to be used in construing any provision of this Agreement. Singular and plural shall each include the other where appropriate, and words of any gender shall include other genders when the context so permits. 9. Governing Law. The laws of the State of Florida shall govern this Agreement. 10. Severability. In the event any provision of this Agreement shall be determined to be void, unlawful or otherwise unenforceable, such provision shall be deemed severable from the remainder of this Agreement and such void, unlawful or unenforceable provision shall be replaced automatically by a provision containing terms as nearly as possible to the void, unlawful or unenforceable provision, but which still remains valid and enforceable, and this Agreement as so modified shall continue to be in full force and effect. 11. Reserved Rights of Assignment. The Association shall have the unrestricted right to assign its rights under this Agreement to any condominium or homeowners which shall be a successor to the Association. WSR shall have the unrestricted right to assign its rights under this Agreement in whole or in part to any association or other entity or to any owners of any portion of the Adjacent Property. Any such assignment by either of the parties shall be conditioned upon the assumption of the assigning party's obligations under this Agreement by the applicable assignee. Except as permitted by this paragraph, neither party shall have the right to assign this Agreement to any party without the prior written consent of the other party. 12. Attorneys' Fees. In the event that any party is required to enforce this Agreement by litigation, then the prevailing party in such litigation shall be entitled to collect its costs and reasonable attorneys' fees incurred in connection with such litigation from the non-prevailing party, for pretrial preparation, trial and appeal. 2
13. Amendment. This Agreement shall not be changed, amended, modified or terminated except by an instrument in writing, executed by WSR and the Association or their respective successors or assigns. Signed in the presence of: Witnesses: WSR Old Naples, LLC a Florida limited liability company By: Name: Its: Manager STATE OF FLORIDA COUNTY OF COLLIER I hereby certify that on the day of, 2014, personally appeared before me, as Manager of WSR Old Naples, LLC, a Florida limited liability company, who executed the foregoing in the name and on behalf of the company. He is well known to me or did show as identification. NOTARY PUBLIC Printed Name: My Commission Expires: 3
Signed in the presence of: Witnesses: Naples Square Residential Property Owners Association, Inc., a Florida not for profit Corporation By: Name: Its: President STATE OF FLORIDA COUNTY OF COLLIER I hereby certify that on the day of, 2014, personally appeared before me, as President of Naples Square Residential Property Owners Association, Inc., a Florida not for profit corporation, who executed the foregoing in the name and on behalf of the company. He is well known to me or did show as identification. NOTARY PUBLIC Printed Name: My Commission Expires: 11284-0002, #170 4
EXHIBIT A ADJACENT PROPERTY 5
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