10/16/2013 Sale-Purchase AgreementAMY REAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
MONROE COUNTY, FLORIDA
DATE: October 22, 2013
TO: Bob Shillinger
County Attorney
ATTN. Kathy Peters
FROM: Vitia Fernandez, D. C.
At the October 16, 2013, Board of County Commissioner's meeting the Board granted approval
and execution of Item T9 Agreement for Sale and Purchase of the property known as Rowell's Marina.
This proposed Agreement for Sale and Purchase is provided to the County by the Sellers, and provides
for a due diligence period for County to assess for the presence of hazardous materials, determine
business plan for property, and examine title. The amount of the sale is $5,000,000. The closing date,
barring any contingencies, is January 31, 2014.
Enclosed is an certified copy of the above -mentioned for your handling. Should you have any
questions, please feel free to contact our office.
cc: County Attorney
Finance
File
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305-295-3130 Fax: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
Doc# 1954755 10/22/2013 11:519M
Filed & Recorded in Officia
MONROE COUNTY l Records of
AMY HEAVILIN
AGREEMENT FOR SALE AND PURCHASE
THIS AGREEMENT is made this Today of October, 2013, between MONROE COUNTY, FLORIDA, a
political subdivision of the State of Florida, as "Purchaser" or "COUNTY", c\o County Administrator, 1100
Simonton Street, Room 2-205, Key West, Florida 33040, and LARGO SUN VISTA ACQUISITION CO.,
LLC, a Florida limited liability company, as "Seller", whose address 7s 550 SW 12th Avenue, Suite 550,
Deerfield Beach, Florida 33442.
1. In consideration of Ten Dollars ($10.00) in hand, paid by the COUNTY, the receipt of which is
hereby acknowledged, the Seller agrees to sell to the COUNTY and the COUNTY agrees to purchase from
Seller those certain lands upon the terms and conditions hereinafter set forth, and for the purchase price of
FIVE MILLION DOLLARS AND NO/CENTS ($5,000,000.00) for all of the lands and other interests,
which lands shall include all tenements, hereditaments, together with all water and other rights,
easements, appurtenances, and any and all of the Seller's rights in or arising by reason of ownership
thereunto belonging, owned by Seller, situate and lying in the County of Monroe, State of Florida, more
particularly described in paragraph 2 below and Exhibit "A" attached hereto.
2. The property which the Seller agrees to sell and the Purchaser agrees to buy pursuant to the terms
of this Agreement is that property situated at 104550 Overseas Highway, Key Largo, Monroe County,
Florida, and more particularly described as: The former Rowell's Marina, Tracts 1 (Alternate Key#
1626015, Parcel ID# 00508200-000000) and Tract 2 (Alternate Key# 1626023, Parcel ID# 00508210-
000000), Highland Shores Subdivision, P133-39 (the "property"), plus adjoining Parcels "A" and "B" (the
"additional property").
The Legal Descriptions of the property and of the additional property are attached hereto and
made a part hereof as Exhibit "A" to this Agreement.
3. If the Seller wishes to proceed with this transaction, the Seller has until October 17, 2013, to sign
and return this Agreement to the County Administrator at:
Mr. Roman Gastesi, County Administrator Doc# 2954755
1100 Simonton Street, Room 2-205 Bk# 2655 Pg# 529
Key West, Florida 33040
Execution of this Agreement by Seller shall serve to warranty that Largo Sun Vista Acquisition
Co., LLC is the sole owner of the property, holds a certificate of good standing with the Florida Division
of Corporations, Florida Department of State, and holds good and sufficient title to the property subject to
those matters set forth in Exhibit "B" to this Agreement.
4. The Seller agrees that it has full right, power and authority to convey, and that it will convey to
the COUNTY the fee simple title to the property, with legal and practical access thereto clear, free and
unencumbered, except subject to the matters set forth in Exhibit "B".
5. Seller shall convey a marketable title to the property to COUNTY subject only to the
aforementioned liens, encumbrances, exceptions or qualifications set forth herein. Marketable title to the
property shall be conveyed by Seller to the COUNTY by a good and sufficient statutory warranty deed
determined according to applicable title standards adopted by authority of the Florida Bar and in
accordance with law. Title to the additional property shall be conveyed by Seller to COUNTY by Quit -Claim
Deed and without representation or warranty.
a. The COUNTY shall have thirty (30) days from the date that the latter of both the Seller and
Agreement for Sale and Purchase Page 1
the COUNTY fully execute this Agreement (the "Effective Date") within which to examine title. If title to
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the property is found to be other than as set forth in Exhibit "B" and if such differences render title to the
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property unmarketable ("defects"), then the COUNTY shall, within the specified time period, notify Seller in
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writing specifying the defect(s) and the Seller will have sixty (60) days from receipt of notice of the defect(s)
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within which to remove the defect(s), failing which the COUNTY shall have the option (to be exercised within
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five (5) days after the expiration of the sixty (60) day cure period) of either accepting the title as it then is or
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terminating this Agreement. If the COUNTY tenninates this Agreement the COUNTY and the Seller shall release
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one another without liability to either party of all further obligations under this Agreement, except those which
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expressly survive the termination or expiration hereof.
b) The Seller will, if title is found defective and unmarketable, use diligent effort to correct
the defect(s) in title within the time provided therefore, excluding the bringing of necessary suits.
6. During the pendency of this Agreement the Seller further agrees not to do, or suffer others to do, any
act by which the value or title to said lands may be diminished or encumbered. It is further agreed that
any loss or damage occurring prior to the vesting of title to the property in the COUNTY by reasons of the
unauthorized cutting or removal of products therefrom, or because of fire, shall be borne by the Seller. In
the event any such loss or damage occurs, the COUNTY may refuse, without liability, to accept
conveyance of said lands by written notice thereof to Seller within ten (10) days of being notified of such loss
or damage, in which event this Agreement shall thereupon terminate and the parties shall be released herefrom
(except for these matters which expressly survive the termination hereof).
7. The Seller further agrees that during the period covered by this Agreement the officers and
accredited agents of the COUNTY shall have at all proper times and with prior notice to Seller the right and
privilege to enter upon said lands for the inspection and examination of said lands and the resources upon
them. COUNTY agrees to pay and be responsible for paying all of the costs and expenses of conducting its
inspection and examination of said land. The COUNTY's agreement to pay such costs and expenses shall
survive the termination hereof and/or the closing hereunder and the making of any payment hereunder.
COUNTY shall make available to Seller upon request, copies of all reports, test results and information
derived from the above -described activities.
8. The Seller will execute and deliver to COUNTY at the closing hereunder a good and sufficient
statutory warranty deed conveying to the COUNTY title to the property of such character as provided for
herein. At closing the Seller shall also execute and deliver to COUNTY a Quit -Claim Deed conveying to
COUNTY whatever right, title and interest (if any) Seller has in and to the additional property.
9. a) Seller has provided to COUNTY a copy of a Phase 1 Environmental Site Assessment of the
Rowell's Marina Facility, prepared by Envirochek, Inc. in March 2005. According to this document a
recommendation was made that the two (2) above ground fuel storage tanks and associated product lines and
dispensers located on site ("AST's") be removed. At least ten (10) days prior to the sale and purchase closing
hereunder Seller shall have removed and disposed of the AST's according to all applicable laws, rules and
regulations which pertain to the removal and disposal thereof and it shall provide written evidence thereof to
COUNTY within such timeframe.
b) At least ten (10) days prior to the sale and purchase closing hereunder Seller shall have removed
and disposed of the four (4) underground storage tanks that were closed in place in March, 1996, together
with the concrete vault in which they were emplaced ("UST's"). Such removal and disposal of the
UST's shall be according to all applicable laws, rules and regulations which pertain to the removal and
disposal thereof, and Seller shall provide written evidence thereof to COUNTY within such timeframe.
10. Current Environmental Site Assessment. The COUNTY, at its own expense, shall have sixty (60)
Agreement for Sale and Purchase Page 2
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days from the Effective Date of this Agreement in which to conduct a current Phase 1 Environmental Site mU
Assessment to determine the existence and extent, if any, of any hazardous materials on the property. For LnN
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material or waste of any kind or any other substance which is regulated by any environmental law.
a. If the Environmental Site assessment ("ESA") identifies the presence of hazardous
materials on the property, the COUNTY shall, within this specified time period, notify Seller in writing of
such findings and it shall with such notice provide a copy of ESA to Seller.
b. The Seller will have the right, but not the obligation to, within sixty (60) days from receipt
of such notice at Seller's sole cost and expense, assess and clean-up the property to the extent necessary to
bring the property into full compliance with any and all applicable federal, state or local laws.
c. If the Seller refuses to act or fails to act to bring the property into full compliance
with any and all applicable federal, state or local environmental laws within such specified time, this
Agreement shall terminate and the COUNTY and the Seller shall release one another of all further
obligations under this Agreement except for those which expressly survive the termination hereof.
11. Closing shall take place on or before January 31, 2014 (the "Closing Date") and provided COUNTY
does not cancel this Agreement on or prior to the expiration of the Inspection Period (as hereinafter defined),
subject only to the extension of the Closing Date to allow for the cure of defect(s) in title or the remediation of
environmental conditions on the property, each as above set forth. In the event that the Closing Date is
extended to account for the cure periods related to title defect(s) or property contamination disclosed by the
ESA, then the Closing Date shall be thirty (30) days after such cures are effected or thirty (30) days after the
COUNTY waives the curing of title defect(s) (environmental conditions requiring remediation by Seller not
being waivable by the COUNTY) and elects to proceed with the transaction, whichever occurs earlier. The
Seller will execute and deliver at closing a good and sufficient statutory warranty deed conveying to the
COUNTY a title to the property of such character as provided for herein. Seller shall also execute and
deliver to COUNTY at closing a Quit -Claim Deed to the additional property. Closing on the property and
additional property may occur prior to that date if all contingencies in this Agreement have been met and
both parties agree in writing to an earlier date for closing.
12. In consideration whereof the COUNTY agrees that it will purchase all of said lands and other
interests of Seller therein at the closing at the purchase price of $5,000,000.00. The COUNTY further
agrees that, upon the preparation, execution and delivery of the deeds, as hereinafter provided, it will cause
to be paid to the Seller the purchase price by a check drawn on the account of the COUNTY or by federal
wire transfer of funds, whichever Seller elects by giving written notice to COUNTY at least five (5) days prior
to closing.
13. The COUNTY shall pay the following expenses associated with the conveyance of the property:
deed recording fees, abstract fees, survey, the COUNTY's attorney's fees, the prorata share of real property
taxes and assessments allocable to the period subsequent to the vesting of title in the COUNTY, or the
effective date of possession of such real property by the same, whichever is earlier, all costs of conducting
its inspections of the property, including the ESA.
14. The Seller shall pay the expenses of documentary stamps to be affixed to the deed, title
examination fees and real estate commissions, if any, to Seller's broker only, title insurance policy to the
COUNTY and for the removal of the AST's and the UST's and the removal and disposal of trash and
debris from the property, if any. Full possession of the premises shall pass to the COUNTY as of the date
payment is made to the Seller subject only to the reservations and exceptions stated in this Agreement.
Agreement for Sale and Purchase Page 3
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15. Seller will pay (i) the full amount of assessment liens that are certified, confirmed and ratified before a o
closing and (ii) the amount of the last estimate of the assessment if any improvement is substantially Na
completed as of the closing but has not resulted in a lien before closing. COUNTY will pay all other amounts. (AW
If special assessments may be paid in installments, COUNTY will pay installments due after closing. "A
16. It is mutually understood and agreed that notice of acceptance of this Agreement shall be given to
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the Seller no later than October 23, 2013, by mail addressed to the Seller at the following address: w
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Largo Sun Vista Acquisition Co., LLC
550 SW 12thAvenue, Suite 550
Deerfield Beach, Florida 33442
and shall be effective upon date of mailing and shall be binding upon the Seller and COUNTY
provided that the notice is mailed by said date.
17. The property shall be delivered at closing free of any tenant or occupancy whatsoever.
Notwithstanding the foregoing, Seller has advised COUNTY that a portion of the property is occupied by
Conch Tree & Landscape Professionals, Inc. ("Licensee") pursuant to a Temporary Non -Exclusive Storage
License Agreement ("License") between Seller, as Licensor therein, and Licensee, a copy of which License
has been provided to COUNTY prior to the Effective Date. On or before thirty (30) days after the Effective
Date, COUNTY shall notify Seller whether or not it elects to have the License assigned to it at closing. If
COUNTY elects to have the License assigned to it at closing, then Seller shall assign the License to COUNTY
at closing and COUNTY shall in writing assume all of the obligations thereunder from and after the closing.
If the License is assigned to and assumed by COUNTY, the License Fee thereunder shall be prorated as of the
closing and COUNTY shall receive a credit for the amount of the "Deposit" held by Seller under the License
Agreement. If the COUNTY elects by thirty (30) days after the Effective Date not to accept assignment of the
License Agreement, then Seller shall terminate the same prior to closing and deliver the property to COUNTY
at closing free and clear of both the License and the occupancy of the property by the Licensee. If COUNTY
refuses or fails to make an election by thirty (30) days after the Effective Date concerning the License, then
such refusal or failure shall be deemed an election to have the License terminated by Seller.
18. As previously set forth, the Effective Date of this Agreement shall be that date when the last one of
the Seller and the COUNTY has signed this Agreement.
19. This Agreement may be executed in counterparts each of which will be deemed an original but all of
which will constitute one and the same instrument. Notwithstanding any provision of this Agreement to the
contrary, the execution and delivery of this Agreement by or before the Effective Date is contingent upon
approval by the Board of County Commissioners by or before the Effective Date.
20. The following additional provisions ("additional provisions") shall be deemed to be an integral part of
this Agreement. In the event of any conflict between the additional provisions and any of the other provisions,
terms and conditions of this Agreement, the additional provisions shall control over those provisions, terms
and conditions with which they are in conflict:
a. COUNTY during the Inspection Period and at its option and at its expense, may have the
property and additional property surveyed at COUNTY's expense. The survey will conform to the
minimum requirements for land surveys as developed and adopted by the Florida Board of Land
Surveyors of the Florida Department of Professional Regulation. If the survey, certified by a registered
Florida surveyor, shows any encroachment on the property or improvements located on the property
encroaching on lands of others, or any other conditions which would render title to the property
unmarketable, same shall be treated as a defect(s). Seller will deliver to COUNTY a copy of the survey
Agreement for Sale and Purchase Page 4
presently in its possession within ten (10) days of the Effective Date.
b. Within thirty (30) days from the Effective Date, COUNTY shall, at Seller's cost and
expense, obtain a title insurance commitment issued by a title insurance company qualified to do
business in the State of Florida (hereinafter, the "Title Insurance Company"), agreeing to issue to
COUNTY upon recording of the deed conveying the property to COUNTY, an owner's title insurance
policy in the amount of the purchase price, insuring the fee simple title in and to the property in the
COUNTY, subject only to the exceptions set forth in Exhibit `B" and those other exceptions which do
not render title to the property unmarketable. COUNTY shall promptly notify Seller of which Title
Insurance Company it has selected, providing to Seller, the name, address and all other contact
information therefor. The title insurance policy premium relating to the issuance of the COUNTY's
Owner's Title Insurance Policy shall be an expense of the Seller and shall be at the lowest promulgated
rate available.
C. Except as otherwise provided herein, the closing of title shall take place on the Closing
Date, provided that COUNTY has not elected to cancel this Agreement on or before the expiration of the
Inspection Period. The closing of title shall take place at the Title Insurance Company's offices in Monroe
County, Florida, or at such other place in Monroe County as COUNTY and Seller may agree upon not later
than seven (7) days prior to the Closing Date. The closing of title shall be accomplished "in escrow", in
accordance with the customs and practices generally followed in Florida for such closings and may be a
"mail away" closing. The Title Insurance Company, directly or through its agent, is hereby appointed to
act as the closing and disbursing agent (hereinafter the "Closing Agent"). All closing documents in respect
to the property and closing monies shall be delivered to the Closing Agent on or before the Closing Date,
with instructions to record all recordable documents, update abstracts through such recording, and if no
lien or encumbrance or other matter (other than those subject to which COUNTY has agreed to accept title
to the property) is shown, to effect distribution of closing documents and closing funds promptly upon
completion of updated examination of the title to the property or, if a lien or encumbrance or other matters
(other than those subject to which COUNTY has agreed to accept the property) shall be shown, to
promptly notify COUNTY and Seller and await further instruction, unless the provisions hereof otherwise
direct. The Title Insurance Company shall insure against the "gap" under F.S. 627.7841, in which event
the foregoing procedure shall not apply and the documents shall be recorded and funds disbursed on the
Closing Date.
d. If COUNTY defaults in its performance hereunder, the Seller shall have the right to pursue
those remedies which may be available to it in law and/or equity. If Seller defaults in its performance
hereunder, the COUNTY shall have the right to pursue those remedies which may be available to it in law
and/or equity.
e. Seller shall be responsible to pay any real estate broker retained by Seller and COUNTY
shall be responsible to pay any real estate broker retained by COUNTY. This Agreement shall survive the
closing hereunder.
f. Seller agrees, from time to time and at any time, including but not limited to the Closing
Date, following a reasonable request therefor by COUNTY or the Title Insurance Company, to execute and
deliver to COUNTY such further documents and instruments in form and substance reasonably satisfactory
to the Title Insurance Company or COUNTY, as applicable, as may be necessary to confirm and/or
effectuate the obligations of Seller hereunder and the consummation of the transactions contemplated
hereby. COUNTY agrees, from time to time and at any time, including but not limited to the Closing
Date, following a request therefor by Seller, or the title Insurance Company, to execute and deliver to
Seller or the Title Insurance Company such further documents and instruments in form and substance
Agreement for Sale and Purchase Page 5
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reasonably satisfactory to Seller or the Title Insurance Company, or applicable, as may be necessary to
confirm and/or effectuate the obligations of County hereunder and the consummation of the transactions
contemplated hereby. The provisions of this Article shall survive the closing of title.
g. Notwithstanding anything contained herein to the contrary, the COUNTY may cancel this
Agreement in its sole and absolute discretion at any time prior to 5:00 p.m. on that date which is ninety
(90) days subsequent to the Effective Date ("Inspection Period"). During such Inspection Period,
COUNTY shall have the right to inspect the property and additional property and all aspects thereof to
determine if same is suitable to COUNTY in its sole and absolute discretion. Such inspections may
include, without limitation, the preparation of, presentation to and approval by the Monroe County Board
of County Commissioners of a business plan for the post -closing improvement and use of the property and
additional property. In the event the COUNTY does not deliver written notice of its election to cancel this
Agreement to Seller and Escrow Agent on or before 5:00 p.m. on the last day of the Inspection Period,
then, in that event and except as otherwise provided for in this Agreement, COUNTY shall be deemed to
have waived the right of cancellation set forth in this paragraph and shall proceed with the sale and
purchase transaction as provided herein. In the event the COUNTY does timely deliver written notice of
its election to cancel this Agreement, then this Agreement shall be deemed cancelled and of no further
force or effect whatsoever except for those provisions hereof which expressly survive the cancellation or
termination hereof. COUNTY's failure or refusal to cancel this Agreement by the expiration of the
Inspection Period shall be deemed to further evidence the approval hereof and the sale and purchase
provided for herein by the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS.
h. At the Effective Date there may be located on the water portion of the property and/or
additional property "floating docks" which have been abandoned by an unknown third party. Prior to the
expiration of the first thirty(30) days of the Inspection Period, the COUNTY will notify Seller in writing as
to whether or not it elects to have the "floating docks" which at the time of such election are located on the
property and/or additional property, remain on the property and/or additional property as of and after the
Closing Date. If the COUNTY elects to have the floating docks, if any, remain on the property and/or
additional property, as of and after the Closing Date, then Seller shall by quit -claim assignment transfer to
COUNTY whatever right, title and interest Seller may have in such floating docks. If COUNTY elects
during such period to have the floating docks removed from the property and/or additional property, or
fails or refuses to make an election, then Seller shall have the floating docks removed from the property
and/or additional property at Seller's expense and by the Closing Date. Prior to the expiration of the first
thirty (30) days of the Inspection Period, Seller will be endeavoring to have the "floating docks" removed
from the property and/or additional property so that the election COUNTY makes (or fails or refuses to
make) shall apply only to the floating docks which remain or for which arrangements have not been made
to remove prior to the Closing Date.
i. This Agreement integrates and supersedes all other agreements and understandings of every
character of the parties and comprises the entire agreement between them. This Agreement may not be
changed except in writing signed by both of the parties. Except as expressly provided for herein, no
waiver of any rights or obligations hereunder shall be deemed to have occurred unless in writing signed by
the parties against whom such waiver is asserted and no waiver shall be deemed a waiver of any other or
subsequent rights or obligations.
j. Words used herein in the singular shall include the plural and words in the masculine shall
include words in the feminine or neuter gender where the text of this Agreement so requires.
k. The terms, covenants and conditions of this Agreement shall apply to, be binding upon,
inure to the benefit of, and be enforceable against the parties hereto and their respective successors and
Agreement for Sale and Purchase Page 6
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permitted assigns, and legal representatives. This Agreement shall not be assignable without the prior wo
written consent of the other party hereto, which may be granted or withheld in such other parties' a no
reasonable discretion. a
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1. In connection with any litigation arising out of this Agreement, the prevailing party shall be u,�
entitled to recover all costs incurred, including reasonable attorney's fees and costs at all levels of ,-
proceedings. a
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in. This Agreement shall not become effective and binding until fully executed by both
COUNTY and Seller, the date the last party fully executed this Agreement being the "Effective Date"
hereof.
n. This Agreement shall be governed by and construed in accordance with the laws of the State
of Florida.
o. Any headings inserted at the beginning of any article are for convenience of reference only
and shall not limit or otherwise affect or be used in the construction of any of the terms or provisions
hereof.
p. This Agreement shall not be construed more strongly against either party regardless of who
is responsible for its preparation.
q. All Exhibits attached hereto are incorporated herein by reference and made a part hereof as
if fully rewritten or reproduced herein.
IN WITNESS WHEREOF, the Seller has hereunto signed this Agreement as of the date below written
and the Seller for and in consideration of the Ten Dollars ($10.00) hereinabove acknowledges as
received, has and does hereby grant unto the COUNTY or its authorized representative, or any other
office or agent of the COUNTY authorized to purchase said lands, the right to enter into this Agreement
by or before October 23, 2013, and to purchase said lands as herein provided. Execution hereof by the
COUNTY by or before October 23, 2013, shall be deemed to evidence approval hereof by the MONROE
COUNTY BOARD OF COUNTY COMMISSIONERS.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING.
SELLER:
LARGO SUN VISTA ACQgair
By=
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Pri t Name
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Print Title
PURCHASER/COUNTY:
AMY HEAVILIN, Clerk
By:-41W 0,10
Deputy Clerk
U:WgreementForSate&Purchase.MonroeCounty-La
Agreement for Sale and Purchase
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Date
(954) 418-0208
Phone Number
7.
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MONROE COUNTY ATTORNEY Page 7
A PRO EC AS TO FOR .7
NATILEENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
Date 10 — f9F'�.�/
EXHIBIT "A"
(Legal Descriptions)
Doca 1954755
BkO 2655 Pg# 536
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Agreement for Sale and Purchase Page 8
Doc# 1954755
BkO 2655 Pgp 537
Exhibit "A"
(Legal Description)
Marina Parcel: "property":
Tracts 1 and 2, HIGHLAND SHORES, according to the map or plat thereof recorded in Plat Book 3,
Page 39, of the Public Records of Monroe County, Florida.
Sovereign Lands Parcel: "additional property":
PARCEL "A"
A PARCEL OF SOVEREIGN LAND LYING WESTERLY OF AND ADJACENT TO TRACT 1,
HIGHLAND SHORES ON KEY LARGO, ACCORDING TO THE PLAT THEREOF, RECORDED IN
PLAT BOOK 3, AT PAGE 39 OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA.
SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY OF
STATE ROAD NUMBER 5, U.S. HIGHWAY NO. 1, AND THE NORTHERLY PROPERTY LINE OF
TRACT 1 ACCORDING TO SAID PLAT, RUN S89°04'36' W, 773.50 FEET MORE OR LESS TO A
POINT ON THE ORIGINAL SHORELINE OF BLACKWATER SOUND, SAID POINT BEING THE
POINT OF BEGINNING OF THE DESCRIPTION OF PARCEL A. FROM SAID POINT OF
BEGINNING, RUN N72051'52"W, 9.95 FEET ALONG THE SOUTHERLY BOUNDARY OF THE
TRUSTEES OF THE INTERNAL IMPROVEMENT FUND DEED NUMBER 22,017. THENCE
FOLLOW THE BOUNDARY OF SAID PARCEL A FOR THE FOLLOWING TWENTY-SEVEN (27)
COURSES:
LINE BEARING LENGTH LINE BEARNG LENGTH
Li S36°50'26"W 6.57' L15 S21010'20' W 44,38'
L2 N89020'05"W 22.43' L16 S23030'36'W 40.93'
L3 S89°11'08"W 22.50' L17 S20014'24"W 30.32'
L4 N88034'06"W 18.95' L18 S68026'51"E 12.54'
L5 S73011'30"E 8.52' L19 N27028'42'E 29.75'
L6 S09035'30"W 14.12' L20 N25000'38'E 27.93'
L7 N87052'46"W 12.08' L21 N21026'38'E 28.28'
L8 S65011'57"W 31.82' L22 N2005P41"E 37.60'
L9 S57030'44"W 10.71' L23 N24017'59"E 44.80'
L10 S83049'08"W 10.38' L24 N58059'02"E 11.60'
L l l S29052' 36"W 7.20' L25 N31 °59' 59"E 16.09'
L12 S25031'37"E 11.07' L26 S57047'25"E 39.79'
L13 S16022'44"W 25.33' L27 S59040'35"E 22.86'
L14 S23038' 17"W 26.70'
THENCE CONTINUE N28008'57"E ALONG THE ORIGINAL SHORELINE FOR 84.59 FEET TO
THE SAID POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL A.
PARCEL "B„
A PARCEL OF SOVEREIGN LAND LYING WESTERLY OF AND ADJACENT TO TRACT 2,
HIGHLAND SHORES ON KEY LARGO, ACCORDING TO THE PLAT THEREOF, RECORDED IN
PLAT BOOK 3, AT PAGE 39 OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA.
SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY OF
STATE ROAD NUMBER 5, U.S. HIGHWAY NO. 1, AND THE SOUTHERLY PROPERTY LINE OF
TRACT 2 ACCORDING TO SAID PLAT, RUN S89°13'53"W, 617.10 FEET MORE OR LESS TO A
POINT ON THE ORIGINAL SHORELINE OF BLACKWATER SOUND, SAID POINT BEING THE
POINT OF BEGINNING OF THE DESCRIPTION OF PARCEL A. FROM SAID POINT OF
Agreement for Sale and Purchase
m4
Doca 1954755
Bka 2655 Pga 538
BEGINNING, PROCEED N67038'25"W, 9.95 FEET ALONG A RIPARIAN LINE 46.11 FEET TO A
POINT ON THE EXISTING SHORELINE OF BLACKWATER SOUND, THENCE FOLLOW THE
BOUNDARY OF PARCEL B FOR THE FOLLOWING SEVENTEEN G 7) COURSES:
LINE
BEARING
LENGTH
LINE
BEARNG
LENGTH
Ll
N36013'50"E
4.89'
L10
S57034'12"E
12.71'
L2
N17047'06"E
24.30'
1.11
S24037'06"W
61.58'
L3
N13001'1T'W
23.43'
L12
S26026'40'W
55.16'
L4
N42006'23'W
23.00'
L13
S24015'51"W
28.84'
L5
N14035'1FV
21.14'
L14
S01000'47'T
14.56'
L6
N23046'18"E
38.89'
L15
S49034'20"E
18.26'
L7
S87013'20E
9.09,
L16
S75038'49E
21.66'
L8
N23047'03"E
58.87'
L17
S83004'34"E
32.42'
L9
N22000' 56"E
52.45'
THENCE CONTINUE S20036'26'E, 73.17 ' ALONG NE ORIGINAL SHORELINE OF
BLACKWATER SOUND TO THE SAID POINT OF BEGINNING OF THE HEREIN DESCRIBED
PARCEL B.
Agreement for Sale and Purchase
EXHIBIT "B"
DocO 1954755
Bk# 2655 Pgp 539
(Exceptions to Title)
1. Taxes and assessments for the year of closing and subsequent years, not yet due and payable.
2. Any lien provided by Chapter 159, Florida Statutes, in favor of any city, town, village or port
authority for unpaid service charges for service by any water, sewer or gas system supplying the
insured property.
3. The rights of the State of Florida in and to the property based on the doctrine of the state's sovereign
ownership of lands lying below the mean high water line of any navigable or tidally influenced
waters. NOTE: See below *.
4. Rights, if any, of the public to use as a public beach or recreation area any part of the property lying
between the body of water abutting the subject property and the natural line of vegetation, bluff,
extreme high water line, or other apparent boundary line separating the publicly used area from the
upland private area. NOTE: See below *.
5. Any part of the property which is artificially filled land in what was formerly navigable waters is
subject to the rights of the United States government arising by said government s control over
navigable waters involving navigation and commerce. NOTE: See below *.
6. The nature, extent or existence of riparian rights.
7. Right of Conch Tree & Landscape Professionals, Inc. as Licensee in possession of a portion of the
propertx pursuant to that certain unrecorded Temporary Non -Exclusive Storage License Agreement
Fthe "License") between said Licensee and Seller LARGO SUN VISTA ACQUISITION CO., LLC,
as Licensor. NOTE: This exception will be deleted from the deed of conveyance executed and
delivered at closing in the event the COUNTY elects not to accept an assignment of the License
from Seller as provided for in the Agreement.
8. The existence of "floating docks" on a portion of the property. NOTE: This exception will be
deleted from the deed of conveyance in the event the "floating docks" are removed from the property
as provided for in the Agreement.
9. Overhead wires power poles, guy wires and anchors located throughout the property without the
benefit of a recorded easement and the concrete slab which encroaches beyond the south boundary of
the property. NOTE: See below*.
*NOTE: The exceptions to title set forth in paragraphs 3, 4, 5 and 9 above may be modified or
deleted in the deed of conveyance based on a final survey of the property and the title insurance
commitment and policy for the property to be obtained by the COUNTY pursuant to the Agreement.
MONROE COUNTY
OFFICIAL RECORDS
Agreement for Sale and Purchase Page 9