Loading...
01/20/2021 Agreement mwy ,�l er;i A�, ,, Kevin Madok, CPA `'° Clerk of the Circuit Court&Comptroller—Monroe County, Florida DATE: January 28, 2021 TO: Kevin G.Wilson, PE Assistant County Administrator Adele V. Stones, P.A. Suzanne Rubio Executive Administrator FROM: Pamela G. Haneoe. SUBJECT: January 20' BOCC Meeting Attached is an electronic copy of the following item for your handling: 03 Resolution No. 033-2021 authorizing a land exchange with Fishermen's Health, Inc. to convey a portion of the property containing the old Marathon Branch Library to Fishermen's in exchange for Fishermen's property at 2855 Overseas Highway in Marathon with a -- - ---15-year-restrictive covenant prohibiting the latter property from any medical use,and authorizing the Mayor to execute any documents necessary to complete exchange. Please advise how you would like to handle the duplicate original that I have here in my office. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 Resolution No. 033 - 2021 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA FINDING THAT A PORTION OF A COUNTY OWNED PARCEL ("PARCEL A") IN THE CITY OF MARATHON LOCATED AT 3251 OVERSEAS HIGHWAY WITH A PARCEL ID NUMBER OF 00102310-000000 AND KNOWN LOCALLY AS THE MARATHON BRANCH LIBRARY WILL NO LONGER BE NEEDED FOR COUNTY PURPOSES AFTER COMPLETION OF A NEW BRANCH LIBRARY AT ANOTHER LOCATION AND THAT SWAPPING THAT PARCEL PURSUANT TO F.S. 125.37 FOR A PARCEL OWNED BY FISHERMEN'S HEALTH, INC. ("PARCEL B") LOCATED AT 2855 OVERSEAS HIGHWAY, MARATHON WITH A PARCEL ID NUMBER OF 00321730-000000 IS IN THE BEST INTERESTS OF MONROE COUNTY; APPROVING THAT EXCHANGE OF REAL PROPERTY; AUTHORIZING THE MAYOR TO EXECUTE ALL DOCUMENTS NECESSARY TO EFFECTUATE SAID EXCHANGE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Monroe County ("the County"), a political subdivision of the State of Florida, pursuant to its home rule powers and F.S. 125.37, has the authority to determine that certain County property is no longer needed for County purposes and to exchange such property for other property which the County may desire to acquire for County purposes; and WHEREAS, the County currently owns in fee simple, a 1.51 acre parcel of land with a 7,210 square foot building that is located at 3251 Overseas Highway, Marathon, Florida, the current location of the Marathon branch library, which has a parcel ID number of 00102310-000000. The County intends to convey a portion of this property, hereinafter referred to as "Parcel A," as more fully described in the purchase and sale agreement incorporated into this Resolution as Exhibit 1; and WHEREAS, the County is currently finishing the construction of a new Marathon branch library building at another location; and WHEREAS, the Board finds that once construction of the new library building is completed in 2021, Parcel A will no longer be useful to the County; and WHEREAS, the Fishermen's Health, Inc., a Florida not-for-profit corporation, owns in fee simple a 0.34 acre parcel of land with a 5,832 square foot building that is located at 2855 Overseas Highway, Marathon, Florida, which has a parcel ID number of 00321730-000000 (hereinafter "Parcel B"), more fully described in Exhibit 1 as Parcel B; and t WHEREAS, Fishermen's Health, Inc. operates Fishermen's Hospital, the only hospital located within the Middle Keys; and WHEREAS, Fishermen's Hospital is part of the Baptist Health Systems network; and WHEREAS, as part of the renovation of Fishermen's Hospital made necessary after that facility was damaged by Hurricane Irma, Fishermen's Health, Inc. desires to expand its facilities to include an office building for physicians and other medical providers; and WHEREAS, Parcel A is adjacent to Fishermen's Hospital; and WHEREAS, Fishermen's Health Inc. has expressed a desire to acquire Parcel A as a site for an office building for physicians and other medical providers; and WHEREAS, the Board finds that a fully functional Fishermen's Hospital complete with an office building for physicians and other medical providers in support of the hospital is necessary for the health, safety, and welfare of residents of the Middle Keys; and WHEREAS, the Board finds that exchanging Parcel A for Parcel B with Fishermen's Health, Inc. is therefore in the best interests of the County, the City of Marathon, and their residents; and WHEREAS, the Board finds that receipt of Parcel B will serve a public purpose by providing office space for Constitutional Officers that is convenient to the Marathon Branch Courthouse and the Marathon Government Center; and WHEREAS, F.S. 125.37 states that "[w]henever, in the opinion of the board of county commissioners, the county holds and possesses any real property, not needed for county purposes, and such property may be to the best interest of the county exchanged for other real property, which the county may desire to acquire for county purposes, the said board of county commissioners of any county is authorized and empowered to make such an exchange. Provided, however, before any exchange of property shall be effected, a notice, setting forth the terms and conditions of any such exchange of property, shall be first published, once a week for at least 2 weeks, in a newspaper of general circulation published in the county, before the adoption by the board of county commissioners of a resolution authorizing the exchange of properties[;]" and WHEREAS, in accordance with F.S. 125.37, the County published a Notice of Exchange of Real Property once a week for two (2) weeks in a newspaper of general circulation, which notice is attached as Exhibit 3 to this Resolution; and WHEREAS, the Board desires to approve and authorize the exchange of Parcel A for Parcel B; and 2 WHEREAS, County staff and representatives of Fishermen's Health, Inc. have negotiated and prepared two reciprocal purchase and sale agreements detailing the exchange described above, which attached as Exhibits 1 (Library to Fishermen's Health) and 2 (Fishermen's building to County); and NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA THAT: 1. The above recitals set forth above are true, accurate, and deemed incorporated herein as though set forth in full hereunder. 2. The Board authorizes the exchange of County Property identified above. 3. The Board approves of the instruments effectuating the exchange, which are incorporated into this Resolution as Exhibits 1 and 2, and authorizes the Mayor or, in the Mayor's absence, the Mayor Pro Tern to execute same. 4. The deeds shall be recorded in the Official Records of Monroe County, Florida. 5. This resolution shall be effective upon adoption. Passed and Adopted by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of the Board held on the 20th day of January, 2021. Mayor Michelle Coldiron Yes 1, ,,, cv Mayor Pro Tern David Rice Yes !-�i , �_ ��g ommissioner Craig Cates Yes 1 'AR lz2 '$'mmissioner Eddie Martinez Yes \."� li eot. missioner Mike Forster Yes � „ fkt : •evin Madok, Clerk Board of County Commissioners of \. --' ,r7,' Monroe County, Florida ,fir,.` fl�� i by: Ca-wL..Q� by: I�ti 411( As Deputy Clerk Michelle Coldiron Mayor of Monroe County Approved as to form and legal sufficiency by o 0 Monroe County Attorney Robert B. Shillinger for :r _- reliance by the Monroe County BOCC only. Ic i olgnaly signed by Robert B. 'C: N Robert B 5ON.M1NB°ge' [n=Robetl nsnlBi°gec L.Z a=Monroe County BCCC MShillingar ^I County Attorney _�b�monrceaounryAga¢oDS j Dale:1021➢I 05 1309 46 05 00' 3 -• Co C Exhibit 1 Purchase and Sale Agreement Conveying County Library Property to Fishermen's Inc. 4 Execution Copy AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT FOR PURCHASE AND SALE (the"Agreement") is made as of the 20th day of January , 2021 by and between FISHERMEN'S HEALTH, INC., a Florida not-for-profit corporation, having its address at 6855 Red Road, Suite 600, Coral Gables, Florida 33143 (hereinafter called "Purchaser"), and MONROE COUNTY, a political subdivision of the State of Florida, having it's address at 1100 Simonton Street Suite 2-216, Key West, Florida 33040 (hereinafter called "Seller"). WITNESSETH: WHEREAS, Seller is the owner of that certain parcel of land comprising approximately 1.51 acres, located at 3251 Overseas Highway, Marathon, Florida 33050, situated, lying and being in Monroe County, Florida, and legally described in Exhibit "A" attached hereto, including the land and all improvements thereto and thereon, all fixtures and equipment affixed or attached thereto, and all easements, rights of way, privileges, appurtenances and other rights pertaining thereto (hereinafter collectively referred to as the "Property"); and WHEREAS, Seller is desirous of selling and conveying and Purchaser is desirous of acquiring Seller's interest in the Property. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell and convey and Purchaser agrees to acquire Seller's interest in the Property upon the terms and conditions hereinafter set forth. 1. SALE-PURCHASE: Seller hereby agrees to sell and convey to Purchaser its fee simple interest in and to the Property, and Purchaser hereby agrees to purchase Seller's fee simple interest in and to the Property, with such conveyance to be subject to and in accordance with the terms, provisions, covenants and conditions more particularly set forth in this Agreement. Seller also agrees to convey to Purchaser at Closing all of Seller's right, title and interest in and to all governmental orders, resolutions, grants, site plans or approved plats, zoning approvals, development rights, resolutions, permits and rights accruing to Seller as a result of its ownership of the Property, and the operation of same, contract rights, easements, covenants, privileges, servitudes, appurtenances, strips of land and roadways adjoining the Property, and other rights relating to the Property (collectively the "Rights and Permits"). 2. PURCHASE PRICE: The purchase price ("Purchase Price") for the Property shall be One Million Four Hundred Sixty Five Thousand and No/100 Dollars ($1,465,000.00), payable by Purchaser in whole to Seller by conveyance to Seller of that certain parcel of real property located at 2855 Overseas Highway, Marathon, Florida 33050, and legally described in Exhibit "B" attached hereto (the "Exchange Property"). The parties agree that for the purposes of this transaction that both the Property and the Exchange Property are equal in value and that each has a fair market value of$1,465,000.00,respectively. Concurrently with the execution of this Agreement, Purchaser and Seller have executed an Agreement for Purchase and Sale of the Exchange Property (the "Exchange Agreement"). At Closing, Seller shall deliver the documents described in Paragraph 9 below for conveyance of the Property to Purchaser and on a future date to be mutually agreed upon prior to the Closing of this property Purchaser shall execute similar documents for conveyance of the Exchange Property to Seller. 3. "AS IS" CONVEYANCE WITH INSPECTION PERIOD: Purchaser is purchasing the Property in its "as-is" physical condition, 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 Seller, except those as otherwise expressly set forth in this Agreement. Purchaser shall have until 5:00 p.m. on the one hundred twentieth (120'11) day following the Effective Date, within which to conduct and complete its inspections and evaluations of the Property and the records relating to the operation thereof (the `Inspection Period"), which may include, but are not limited to, obtaining zoning approval for use of the Property for medical uses, Phase I and Phase II environmental surveys and soil tests. Seller shall provide Purchaser and its employees and agents access to the Property and to any contracts, operating expenses and such other information as the Purchaser may reasonably request regarding the Property and the operation thereof. Seller agrees to give Purchaser and Purchaser's employees and agents reasonable access to the Property for the purposes of conducting such inspections and evaluations as the Purchaser deems necessary. If Purchaser provides Seller with written notice that Purchaser is not satisfied with the Property prior to 5:00 P.M. on the last day of the Inspection Period (the "Termination Notice"), this Agreement shall be deemed to be terminated. To be effective written notice of termination must be sent to Seller in accordance with the provisions of Section 18 below prior to the end of the Inspection Period. If Purchaser terminates this Agreement, it shall, at its cost, repair any damage to the Property resulting from its inspections and evaluations. Purchaser and its agents shall keep the information obtained as a part of the due diligence confidential to the extent permitted by law. Purchaser shall indemnify, defend and hold Seller harmless from and against any and all action, demands, liabilities, loss, damage or expense, including, but not limited to, construction liens and attorneys' fees, arising from or related to any incident, occurrence, damage, personal injury or property damage resulting from Purchaser or Purchaser's agents, contractors, employees, or anyone on Purchaser's behalf, performing Purchaser's examinations, inspections, measurements and testing of and on the Property. Purchaser agrees to give Seller prior reasonable advance notice of any inspections of the Property. Purchaser's indemnity and hold harmless pursuant to this Section shall survive the termination or expiration of this Agreement by Closing or otherwise. Within ten (10) days following the Effective Date, Seller will provide Purchaser with copies of all environmental surveys, soil tests and other studies in the possession of Seller or to which Seller has access, if any, which relate to the Property, and copies of any service contracts, records, documents and notices relating to the Property in Seller's possession or to which Seller has access. Seller acknowledges Purchaser may desire to discuss or otherwise inquire about plans, documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value ("Governmental Records") with various governmental entities and utilities. In this regard, Purchaser is permitted to contact all necessary third parties and discuss with such third parties the Governmental Records. In the event this Agreement is terminated the Exchange Agreement shall also terminate. 2 4. PERMITTED EXCEPTIONS: This sale is being made and Purchaser shall take tide to the Property subject to the following(the "Permitted Exceptions"): A. Taxes and assessments for the years 2021 and thereafter. B. Restrictions, easements, covenants, conditions, limitations and reservations of record,provided that this recital shall not operate to re-impose same. C. Zoning and applicable governmental ordinances. 5. TITLE: (A) Seller represents that it is the owner of the Property and that there is no limitation or restriction upon or against its right to enter into this Agreement and to convey the Property as herein provided. (B) Purchaser shall, promptly after receipt of the Survey and the legal description of the Property, order a commitment for title insurance (the "Title Insurance Commitment") from Chicago Title Insurance Company (the "Title Insurer"). Purchaser, at its own expense, prior to, or upon recording of the deed conveying title to the Property from Seller to Purchaser, shall obtain an owner's policy of title insurance in the amount of the Purchase Price insuring Purchaser's title to the Property and, unless Purchaser consents otherwise, subject only to those liens and encumbrances which shall be discharged by Seller at or before Closing, and the Permitted Exceptions. Purchaser will cause a copy of the Title Insurance Commitment to be delivered to Seller's attorney within three (3)business days of its receipt by Purchaser's attorney. Purchaser, within fifteen (15) days following the date on which Purchaser receives the Title Insurance Commitment, shall deliver to Seller written notice of Purchaser's objections, if any, to any exceptions which render title to the Property unmarketable or unusable for Purchaser's intended uses (the "Title Objections"). If Purchaser fails to deliver such written notice or objection to Seller within such fifteen (15) day period, Purchaser shall be deemed to have waived its right to object. In the event that Purchaser shall provide Seller with any Title Objections, Seller shall promptly notify Purchaser following the date of Purchaser's notice of such objections that either (a) the Title Objection has been, or will be at or prior to Closing, satisfied or cured by Seller, or(b) the Title Objection will not be satisfied or cured. If Seller notifies Purchaser that a Title Objection will not be satisfied or cured,then Purchaser may elect either: (i) to terminate this Agreement and the Exchange Agreement; or (ii) to take title as it then is, subject to any Title Objection which Seller has notified Purchaser it will not satisfy or cure, with the election of section (i) above or this section (ii) to be made within ten (10) business days following receipt of notice from Seller described in Section 5(B)(b) above, provided that if Purchaser fails to make an election within the said ten(10) business day period, Purchaser shall be deemed to have elected(i). 3 If Purchaser receives notice from Seller as described in Section 5(B)(b) above, and makes a timely election of(ii) above,then: (i) Purchaser shall be deemed to have agreed to accept title as it then is, subject to any Title Objection which Seller has notified Purchaser it will not satisfy or cure, without any reduction in the Purchase Price; (ii) all Title Objections described in Purchaser's notice under Section 5(B)(b) above not to be satisfied or cured will thenceforth be deemed Permitted Exceptions; and (iii) this Agreement shall remain in full force and effect. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Insurance Commitment, except that Seller shall pay, discharge or bond off any monetary lien or encumbrance affecting the Property at or prior to Closing, provided such lien or encumbrance is not created by Purchaser. Seller shall, prior to the Closing Date, obtain all resolutions and approvals necessary for Seller to convey title to the Property to Purchaser, and to convey the Rights and Permits to Purchaser. 6. SURVEY: Purchaser may,at its sole cost and expense, order a survey (the"Survey") of e Property prepared by a surveyor licensed to practice in the State of Florida and satisfactory to Purchaser, duly certified to Purchaser, Purchaser's attorney, and to the Title Insurer, The Survey shall show the Property, adjoining streets and roads, including the points of ingress and egress thereto, and shall set forth the exact location of all easements on and upon the Property, together with all rights-of-way and easements relating to the Property, and shall further reflect and certify there are no encroachments either way with respect to the Property. In the event the Survey shows any condition which shall render Seller's fee simple title other than good, marketable and insurable, including, but not limited to, any encroachments, overlaps, gores, gaps, strips or hiatuses (collectively, `Survey Defects"), Purchaser, within ten (10) days after receipt of the Survey, but in no event later than the expiration of the Inspection Period, may deliver to Seller written notice of those Survey Defects to which it objects. If Purchaser fails to deliver to Seller written notice of Purchaser's objections to any Survey Defects within such period, then Purchaser shall be deemed to have waived any right to such an objection and the Survey Defects shall thereafter be deemed Permitted Exceptions. In the event that Purchaser shall so object to a Survey Defect, then it shall be handled in the same manner as that of a Title Objection which is timely objected to as set forth in Section 5(B) above. 7. CLOSING: If all the conditions hereof are met the delivery of the deed, documents, money and other acts necessary to accomplish the transactions provided for in this Agreement (the "Closing") shall take place on the later of(i) thirty (30) days following the end of the Inspection Period, or (ii) thirty (30) days after Seller has completed its new library and has vacated the Property, 4 unless extended in writing by the parties (the "Closing Date"). The Closing shall take place in Monroe County, Florida, or at such other location as may be agreed upon by the parties. The Closing on the purchase and sale of the Property is contingent upon a simultaneous closing on the purchase and sale of the Exchange Property. 8. CLOSING COSTS AND ADJUSTMENTS: At Closing, the following items shall be borne, adjusted, prorated or assumed by or between Seller and Purchaser: (A) Adjustments and Pro-rations: (i) Real Estate Taxes: Seller is a tax exempt entity and there will be no tax pro ration required in the purchase year. (ii) Certified/Pendina Liens: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Seller, provided, however, if there are any improvement district or special taxing district liens or similar assessments which encumber the Property,Purchaser shall assume the obligation to pay any future installments of such liens or assessments affecting the Property which accrue after the Closing Date. Any such liens or assessments for the current payable period shall be prorated up to the Closing Date. Pending liens as of the Closing Date shall be assumed by Purchaser, provided, however, that where the improvement has been substantially completed as of the Closing Date, such pending lien shall be considered as certified, confirmed or ratified and Seller shall, at Closing, be charged an amount equal to the last estimate by the public body, of the assessment for the improvement. (B) Closing Costs: (i) Seller shall pay the following costs and expenses in connection with the Closing: all fees and costs incurred if Seller elects to clear title to the Property, the cost of lien searches, Seller's attorneys' fees, the cost of obtaining and recording any corrective instruments, and the costs of discharging any monetary liens on the Property. (ii) Purchaser shall pay the following costs and expenses in connection with the Closing: documentary stamps on the Deed, the cost of the Purchaser's inspections of the Property,the cost of title searches and title insurance,the cost of recording the Deed, Purchaser's attorneys' fees, the cost of the Survey, if ordered by Purchaser, and the cost of environmental surveys and soils tests of the Property. 9. CLOSING DOCUMENTS: (A) Seller's Documents at Closing: At Closing, Seller shall execute and/or deliver to Purchaser the following: (i) A Statutory Quit Claim Deed pursuant to Florida Statute Section 125.411. 5 (ii) Four (4) executed Closing Statements itemizing the dollar amounts of all financial matters related to the Closing, including the adjustments and pro-rations provided herein; (iii) A certified copy of a Seller resolution authorizing the execution of this Agreement by the Seller, authorizing the sale of the Property to the Purchaser as provided herein, and providing the names and titles of the individuals authorized to execute and deliver the Statutory Quit Claim Deed and other required closing documents; (iv) Seller's executed title affidavit, including mechanic's lien, possession and gap provisions, in form sufficient to enable the Title Insurer to delete the standard exceptions (e.g. the Gap, construction liens and parties in possession) from Purchaser's owner's title insurance policy; (v) Such corrective instruments as may be required to satisfy or cure any Title Objections Seller has elected to satisfy or cure; (vi) An Assignment of Rights and Permits (including zoning and development rights)relating to the Property; and (vii) Any other documents reasonably required under the Title Insurance Commitment or otherwise necessary or advisable to consummate the transactions contemplated hereby. (B) Purchaser's Documents at Closing: At Closing, Purchaser shall execute and/or deliver to Seller the following: (i) Four(4) executed counterparts of the Closing Statement; (ii) Any other documents reasonably necessary or advisable to consummate the transaction contemplated hereby; and (C) Concurrently with the delivery of the foregoing documents the parties shall execute and deliver the Closing documents for the Exchange Property, along with any consideration due in addition to the Exchange Property if applicable. 10. RADON GAS: In accordance with Section 404.056, Florida Statues, Seller hereby notifies Purchaser as follows: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time; levels of radon that exceed federal and state guidelines have been found in buildings in Florida; and additional information regarding radon and radon testing may be obtained from the Miami-Dade County health department. 11. FAILURE OF PERFORMANCE: If Seller fails to perform this Agreement within the times specified, Purchaser may elect to terminate this Agreement and the Exchange Agreement. The waiver by one party of any condition or of any subsequent breach of the same or any other term, covenant, or condition herein contained shall not be deemed to be a waiver of 6 any other condition or of any subsequent breach of the same or any other term, covenant or condition contained herein. 12. ATTORNEY'S FEES: Should Seller and/or Purchaser employ an attorney or attorneys to enforce any of the provisions hereof, or to protect its interest or enforce its rights in any matter arising under this Agreement,the party prevailing shall be entitled to payment by the other party of all reasonable costs, charges and expenses, including reasonable attorneys' fees and costs in all pre-trial, trial and appellate levels, expended or incurred in connection therewith by the prevailing party. 13. AFFIRMATIVE COVENANTS OF SELLER: (A) From and after the Effective Date, Seller will (i) refrain from creating or incurring any mortgage, lien, pledge or other encumbrances in any way affecting the Property or any portion thereof; (ii) observe all laws, ordinances, regulation, and restrictions affecting the Property or any portion thereof and its use until the Closing; (iii) refrain from entering into any leases, easements, covenants or other agreements affecting the Property; and (iv) neither transfer nor remove any fixtures or equipment belonging to the Property, except for purposes of replacement thereof, in which cases such replacements shall be promptly installed prior to Closing and shall be comparable in quality to the items being replaced. (B) Prior to the Closing Date Seller shall cause all leases and other occupancy agreements affecting the Property to be terminated and shall cause all books and furnishings within the Property to be removed. The Property shall be delivered to Purchaser at Closing free of any tenants or occupants and in broom clean condition. 14. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PROPERTY: Seller hereby represents and warrants to Purchaser that, as of the date hereof: (A) No Condemnation, Pending or Threatened: Seller has no knowledge of any pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof. (B) Seller's Authority: Seller has, full right, power and authority to perform this Agreement and doing so will not result in breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance upon the Property or any portion thereof under any agreement or other instrument to which Seller is a party or by which Seller or the Property may be bound. The execution and delivery of this Agreement by Seller, and the consummation by Seller of the transactions contemplated hereby or the performance by Seller of its obligations does not require consent or approval of any governmental authority. Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1954, as amended. (C) Pending Litigation: Seller has not received notice of any legal actions, suits, or other legal or administrative proceedings pending or threatened, which affect or could affect the Property or any portion thereof, and Seller is not aware of any facts which might result in any such action, suit or other proceedings. 7 (D) Possession: There are no leases, subleases, licenses or occupancy agreements (written or verbal) which affect or relate to the Property. (E) Compliance with Laws: To Seller's knowledge, Seller has not received any notice that the Property and/or the present use thereof is not in compliance with applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property and to the best of Seller's knowledge, there are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving Seller which could have a material or adverse effect on the Property or the use,condition or operation thereof. (F) No Violation of Zoning Laws: To Seller's knowledge, no zoning, building or similar law, ordinance or regulation is, as of the Effective Date, being violated by the continued maintenance, operation or use of any buildings, improvements or structures presently erected on the Property. To Seller's knowledge, there are no uncured violations of federal, state or municipal laws (including, without limitation, sales tax laws, ordinances, orders, regulations or requirements)affecting any portion of the Property. (G) No Hazardous Materials: To Seller's knowledge, the Property is not contaminated with any chemical, material or substance to which exposure is prohibited, limited or regulated by any federal, state, county, local or regional authority or which is known to pose a hazard to health and safety; and Seller has no knowledge that the Property has ever been used for a landfill, dump site, underground improvements, storage of hazardous or regulated substances, or by a manufacturer of any product or for any other industrial. (H) Underlying Structure: Seller has no knowledge of sinkholes, caverns, faults, conduits, voids, mines, or other geological anomalies which could affect the development of the Property. (I) Special Assessments: There are no special assessments affecting the Property. Seller agrees that the foregoing representations and warranties shall survive the Closing for a period of one year. 15. BROKERAGE: Seller and Purchaser represent and warrant to each other that no brokers have been engaged to represent them in connection with the negotiations of this Agreement and/or the consummation of the purchase and sale contemplated hereby. Seller and Purchaser each hereby agrees to indemnify and hold the other harmless from all loss, cost, damage or expense (including reasonable attorneys' fees) incurred by the other as a result of any claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission, finder's fee or similar compensation made by any broker, finder or any party who claims to have dealt with such party. The representations, warranties and indemnities contained in this Section shall survive the Closing. 16. RISK OF LOSS: In the event of damage or destruction to the Property or any portion thereof prior to the Closing, Purchaser and Seller shall consummate this Agreement, 8 provided that Seller shall assign to Purchaser its right under all insurance policies covering such damage or destruction. 17. NOTICES: Any and all notices, requests, demands, consents, approvals or other communications hereunder shall be in writing and sent addressed to the parties as follows: As to Seller: Monroe County, Florida Kevin G. Wilson ACA 1100 Simonton St Suite 206 Key West, FL 33040 Tel: (305) 292 4529 Email:Wilson-Kevin@MonroeCounty-FL.Gov With a copy to: Adele V. Stones Oropeza,Stones& Cardenas 221 Simonton Street Key West, FL 33040 Tel: (305) 849 2352 Email:Ginny@keyslaw.net As to Purchaser: Kathleen S. Moorman, Vice President _. ._._ Baptist Health Enterprises, Inc. 6855 Red Road, Suite 600 Coral Gables, Florida 33143 Tel: (786) 662-7386 Email: kathleenmo@baptisthealth.net And with a copy to: Kyle R. Saxon, Esq. Saxon& Fink, LLP 2121 Ponce De Leon Boulevard, Suite 740 Coral Gables, Florida 33134 Tel: 305-371-9575 Email: kylesaxon@saxonfink.com Any such notices shall be either (a) sent by certified mail, return receipt requested, in which case notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the U.S. mail, or (b) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after being deposited during business hours with such courier, or (c) sent on a business day by email followed by a copy sent first class mail, postage prepaid, deposited in the U.S. Mail on the same day that the email is sent, in which case notice shall be deemed delivered on the day the email is sent. The above addresses may be changed by written notice to the other party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. 18. INTERPRETATIONS: This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been 9 prepared by counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed to the preparation of this Agreement. 19. CAPTIONS AND HEADINGS: Captions and Article headings contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement nor the intent of any provision hereof. 20. NO WAIVER: No waiver of any provision of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted and any such written waiver shall only be applicable to the specific instance to which it related and shall not be deemed to be a continuing or future waiver. 21. COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. An electronic or PDF signature of an executed counterpart shall have the same validity as an original signature. 22. BINDING EFFECT: This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns. 23. GOVERNING LAW: This Agreement shall be construed and interpreted according to the internal laws of the State of Florida. 24. INTERPRETATION: Wherever used in this Agreement, "any" means "any and all"; "include" and "including" each are without limitation; "may not" and other negative forms of the verb "may" each are prohibitory; and "will", "must", and "should" each are mandatory. Unless this Agreement expressly or necessarily requires otherwise (i) any time period measured in "days" (and not "business days") means consecutive calendar days, except that the expiration of any time period measured in days that expires on a Saturday, Sunday or legal holiday automatically will be extended to the next day so that it is not a Saturday, Sunday or legal holiday; (ii) any action is at the sole expense of the party required to take it; and(iii)the scope of any indemnity includes any costs and expenses, including reasonable attorneys' fees incurred through all appellate levels, whether suit be instituted or not, incurred in defending any indemnified claim, or in enforcing the indemnity, or both. 25. NO RECORDING: Neither Purchaser nor Seller shall record this Agreement or any memorandum thereof. 26. TIME OF THE ESSENCE: Purchaser and Seller mutually agree that time is of the essence throughout the term of this Agreement and every provision hereof in which time is an element. No extension of time for performance of any obligations or acts shall be deemed an extension of time for performance of any other obligations or acts. If any date for performance of any terms, conditions or provisions hereof shall fall on a Saturday, Sunday or legal holiday, then the time of such performance shall be extended to the next business day thereafter. 27. ENTIRE AGREEMENT: This Agreement and the Exhibits attached hereto contain the entire agreement between the parties. There are no promises, agreements, conditions, undertakings, warranties, or representations, oral or written, express or implied, 10 between the parties other than as herein set forth. No amendment or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement or any other agreement referred to herein shall be valid unless in writing and signed by the party against whom enforcement is sought. 28. POST CLOSING PERFORMANCE: Seller and Purchaser agree to cooperate with each other after the Closing and to execute and deliver any documents reasonably necessary to effect the terms and conditions of this Agreement, including permitting and other approvals. 29. WAIVER OF TRIAL BY JURY: Seller and Purchaser, to the extent they may legally do so, hereby expressly waive any right to trial by jury of any claim, demand, action, cause of action, or proceeding arising under or with respect to this Agreement, or in any way connected with, or related to, or incidental to, the dealings of the parties hereto with respect to this Agreement or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To the extent they may legally do so, Seller and Purchaser hereby agree that any such claim, demand, action, cause of action, or proceeding shall be decided by a court trial without a jury and that any party hereto may file an original counterpart or a copy of this Section with any court as written evidence to the consent of the other party or parties hereto to waiver of its or their right to trial by jury. 30. TIME FOR ACCEPTANCE: This Agreement, when duly executed by all of the parties hereto, shall be binding upon the parties hereto, their heirs, representatives, successors and assigns. In the event this Agreement and the Exchange Agreement have not been duly and fully executed by Purchaser and Seller and duly executed counterparts delivered to Purchaser and Seller by the tenth (le) business day following an Affirmative Vote of the Board of County Commissioners approving the Agreement and the Exchange Agreement, then the offers herewith made by Purchaser and Seller shall terminate and this Agreement and the Exchange Agreement shall be null and void. 31. APPROVAL OF BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH FLORIDA, INC.: Notwithstanding anything to the contrary contained herein, this Agreement and the Exchange Agreement are subject to and contingent upon approval by the Board of Trustees of Baptist Health South Florida, Inc. If the Board of Trustees of Baptist Health South Florida, Inc. does not approve the purchase of the Property prior to 5:00 p.m. on the last day of the Inspection Period (or such later date as may be agreed to in writing by the parties hereto), then this Agreement and the Exchange Agreement shall be deemed to be terminated and of no further force or effect. Purchaser shall promptly notify Seller of the action taken by the Board of Trustees regarding this Agreement and the Exchange Agreement. SIGNATURES ARE ON THE NEXT PAGE 11 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year written below their respective signatures. SELLER: /9 y3 4 , � MONROE COUNTY, a political subdivision of the State of Florida P N" N K,CLERK 9 ( / r /1 . 1 I OT d_ Lin D CLERK Name: Michelle Coldiron Title: Mayor Dated: January 20, , 2021 PURCHASER: FISHERMEN'S HEALTH,INC., a Florida not-for-profit corporation By:£6%fExecutffl� j o Dated: January If , 2021 Y '-r. rc_J C_ Z ti E MONROE C A NEE MPR ORM RT B.BMWNGER,JR. 12 Execution Copy EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY A parcel of land lying in Section 9, Township 66 South, Range 32 East, Marathon, Monroe County, State of Florida, and being more particularly described by metes and bounds as follows, to-wit: Commencing at the intersection of the Northeasterly right of way line of 30th Street, also known as Marathon Avenue, according to the recorded plat of Sombrero Subdivision No. 6, as recorded in Plat book 2 at page 93 of the public records of Monroe county, and the Southeasterly right of way line of U.S. Highway No. 1, also known as Overseas Highway, said point also being the Northwest corner of lot Bl, according to said plat of Sombrero Subdivision No. 6, thence N73°53'03"E along the Southeasterly right of way line of said U.S. Highway No. 1 for a distance of 352.00 feet to the Point of Beginning of the parcel of land hereinafter described; thence N73°53'03"E continuing along the said Southeasterly right of way line of U.S. Highway No. 1 for a distance of 108.00 feet to the Northwest corner of the lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence S 16°06'57"E along the Southwesterly boundary line of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida, for a distance of 400.00 feet to the Southwest corner of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence N73°53'03"E along the Southeasterly boundary line of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida, for a distance of 100.00 feet to the Southeast corner of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence S16°06'57"E along the Southwesterly boundary line of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida, for a distance of 115.00 feet to the Southwest corner of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence S73°53'03"W for a distance of 197.00 feet to a point; thence N16°06'57"W for a distance of 160.50 feet to a point; thence N61°06'57"W for a distance of 28.28 feet to a point; thence N16°06'57"W for a distance of 137.00 feet to a point; thence N73°53'03"E for a distance of 20.00 feet to a point; thence N16°06'57"W for a distance of 98.00 feet to a point; thence S73°53'03"W for distance of 13.50 feet to a point; thence N16°06'57"W for a distance of 67.50 feet to a point; thence N73°53'03"E for a distance of 2.50 feet to a point; thence N16°06'57"W for a distance of 32.00 feet back to the Point of Beginning. Said parcel of land contains 65,658.25 Square Feet or 1.51 Acres, more or less. EXHIBIT "B" LEGAL DESCRIPTION OF THE EXCHANGE PROPERTY Lots A-4, B-4 and D-14, of SOMBRERO SUBDIVISION NO. 6, according to the Plat thereof as recorded in Plat Book 2, Page 93, of the Public Records of Monroe County, Florida. Parcel ID#00321730-000000 14 Exhibit 2 Purchase and Sale Agreement Conveying Fishermen's Property to County 5 Execution Copy AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT FOR PURCHASE AND SALE (the "Agreement") is made as of the 20th day of January , 2021 by and between MONROE COUNTY, a political subdivision of the State of Florida, having it's address at 1100 Simonton Street, Suite 2- 216, Key West, Florida 33040 (hereinafter called "Purchaser"), and FISHERMEN'S HEALTH, INC., a Florida not-for-profit corporation, having its address at 6855 Red Road, Suite 600, Coral Gables, Florida 33143 (hereinafter called "Seller"). WITNESSETH: WHEREAS, Seller is the owner of that certain parcel of land comprising 0.34+/- acres, located at 2855 Overseas Highway, Marathon, Florida 33050, situated, lying and being in Monroe County, Florida, and legally described in Exhibit "A" attached hereto, including the land and all improvements thereto and thereon, all fixtures and equipment affixed or attached thereto, and all easements, rights of way, privileges, appurtenances and other rights pertaining thereto(hereinafter collectively referred to as the "Property"); and WHEREAS, Seller is desirous of selling and conveying and Purchaser is desirous of acquiring Seller's interest in the Property. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell and convey and Purchaser agrees to acquire Seller's interest in the Property upon the terms and conditions hereinafter set forth. 1. SALE-PURCHASE: Seller hereby agrees to sell and convey to Purchaser its fee simple interest in and to the Property, and Purchaser hereby agrees to purchase Seller's fee simple interest in and to the Property, with such conveyance to be subject to and in accordance with the terms, provisions, covenants and conditions more particularly set forth in this Agreement. Seller also agrees to convey to Purchaser at Closing all of Seller's right, title and interest in and to all governmental orders, resolutions, grants, site plans or approved plats, zoning approvals, development rights, resolutions, permits and rights accruing to Seller as a result of its ownership of the Property, and the operation of same, contract rights, easements, covenants, privileges, servitudes, appurtenances, strips of land and roadways adjoining the Property, and other rights relating to the Property(collectively the "Rights and Permits"). 2. PURCHASE PRICE: The purchase price ("Purchase Price") for the Property shall be One Million Four Hundred Sixty Five Thousand and No/100 Dollars ($1,465,000.00), payable by Purchaser to Seller by conveyance to Seller of that certain parcel of real property located at 3251 Overseas Highway, Marathon, Florida 33050, and legally described in Exhibit "B" attached hereto (the "Exchange Property"). The parties agree that for the purposes of this transaction that both the Property and the Exchange Property are equal in value and that each has a fair market value of $1,465,000.00. Concurrently with the execution of this Agreement, Purchaser and Seller have executed an Agreement for Purchase and Sale of the Exchange Property (the "Exchange Agreement"). At Closing, Seller shall deliver the documents described in Paragraph 9 below for conveyance of the Property to Purchaser and Purchaser shall execute similar documents for conveyance of the Exchange Property to Seller. 3. "AS IS" CONVEYANCE WITH INSPECTION PERIOD: Purchaser is purchasing the Property in its "as-is" physical condition, 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 Seller, except those as otherwise expressly set forth in this Agreement. Purchaser shall have until 5:00 p.m. on the one hundred twentieth (120t) day following the Effective Date, within which to conduct and complete its inspections and evaluations of the Property and the records relating to the operation thereof (the "Inspection Period"), which may include, but are not limited to, Phase I and Phase II environmental surveys and soil tests. Seller shall provide Purchaser and its employees and agents access to the Property and to any contracts, operating expenses and such other information as the Purchaser may reasonably request regarding the Property and the operation thereof. Seller agrees to give Purchaser and Purchaser's employees and agents reasonable access to the Property for the purposes of conducting such inspections and evaluations as the Purchaser deems necessary. If Purchaser provides Seller with written notice that Purchaser is not satisfied with the Property prior to 5:00 P.M. on the last day of the Inspection Period (the "Termination Notice"), this Agreement shall be deemed to be terminated. To be effective written notice of termination must be sent to Seller in accordance with the provisions of Section 18 below prior to the end of the Inspection Period. If Purchaser terminates this Agreement, it shall, at its cost, repair any damage to the Property resulting from its inspections and evaluations. Purchaser and its agents shall keep the information obtained as a part of the due diligence confidential to the extent permitted by law. Purchaser shall indemnify, defend and hold Seller harmless from and against any and all action, demands, liabilities, loss, damage or expense, including, but not limited to, construction liens and attorneys' fees, arising from or related to any incident, occurrence, damage, personal injury or property damage resulting from Purchaser or Purchaser's agents, contractors, employees, or anyone on Purchaser's behalf, performing Purchaser's examinations, inspections, measurements and testing of and on the Property. Purchaser agrees to give Seller prior reasonable advance notice of any inspections of the Property. Purchaser's indemnity and hold harmless pursuant to this Section shall survive the termination or expiration of this Agreement by Closing or otherwise. Within ten (10) days following the Effective Date, Seller will provide Purchaser with copies of all environmental surveys, soil tests and other studies in the possession of Seller or to which Seller has access, if any, which relate to the Property, and copies of any service contracts, records, documents and notices relating to the Property in Seller's possession or to which Seller has access. Seller acknowledges Purchaser may desire to discuss or otherwise inquire about plans, documents, agreements and other records of various governmental entities, districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value("Governmental Records") with various governmental entities and utilities. In this regard, Purchaser is permitted to contact all necessary third parties and discuss with such third parties the Governmental Records. In the event this Agreement is terminated the Exchange Agreement shall also terminate. 4. PERMITTED EXCEPTIONS: This sale is being made and Purchaser shall take title to the Property subject to the following(the "Permitted Exceptions"): 2 A. Taxes and assessments for the years 2021 and thereafter. B. Restrictions, easements, covenants, conditions, limitations and reservations of record,provided that this recital shall not operate to re-impose same. C. Zoning and applicable governmental ordinances. 5. TITLE: (A) Seller represents that it is the owner of the Property and that there is no limitation or restriction upon or against its right to enter into this Agreement and to convey the Property as herein provided. (B) Purchaser may, at its discretion and expense, order a commitment for title insurance (the "Title Insurance Commitment") from Chicago Title Insurance Company (the "Title Insurer"). Purchaser, at its own expense, upon recording of the deed conveying title to the Property from Seller to Purchaser, may obtain an owner's policy of title insurance in the amount of the Purchase Price insuring Purchaser's title to the Property and, unless Purchaser consents otherwise, subject only to those liens and encumbrances which shall be discharged by Seller at or before Closing and the Permitted Exceptions. Purchaser will cause a copy of the Title Insurance Commitment to be delivered to Seller's attorney within three (3) business days of its receipt by Purchaser's attorney. Purchaser, within fifteen (15) days following the date on which Purchaser receives the Title Insurance Commitment, shall deliver to Seller written notice of--Purchaser's objections, if any, to any exceptions which render title to the Property unmarketable or unusable for Purchaser's intended uses (the "Title Objections"). If Purchaser fails to deliver such written notice or objection to Seller within such fifteen (15) day period, Purchaser shall be deemed to have waived its right to object. In the event that Purchaser shall provide Seller with any Title Objections, Seller shall promptly notify Purchaser following the date of Purchaser's notice of such objections that either (a) the Title Objection has been, or will be at or prior to Closing, satisfied or cured by Seller, or (b) the Title Objection will not be satisfied or cured. If Seller notifies Purchaser that a Title Objection will not be satisfied or cured,then Purchaser may elect either: CO to terminate this Agreement and the Exchange Agreement; or (ii) to take title as it then is, subject to any Title Objection which Seller has notified Purchaser it will not satisfy or cure, with the election of section (i) above or this section (ii) to be made within ten (10) business days following receipt of notice from Seller described in Section 5(B)(b) above, provided that if Purchaser fails to make an election within the said ten(10) business day period, Purchaser shall be deemed to have elected(i). If Purchaser receives notice from Seller as described in Section 5(B)(b) above, and makes a timely election of(ii)above,then: 3 (i) Purchaser shall be deemed to have agreed to accept title as it then is, subject to any Title Objection which Seller has notified Purchaser it will not satisfy or cure, without any reduction in the Purchase Price; (ii) all Title Objections described in Purchaser's notice under Section 5(B)(b) above not to be satisfied or cured will thenceforth be deemed Permitted Exceptions; and (iii) this Agreement shall remain in full force and effect. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Insurance Commitment, except that Seller shall pay, discharge or bond off any monetary lien or encumbrance affecting the Property at or prior to Closing, provided such lien or encumbrance is not created by Purchaser. Seller shall, prior to the Closing Date, obtain all resolutions and approvals necessary for Seller to convey title to the Property to Purchaser, and to convey the Rights and Permits to Purchaser. 6. SURVEY: Purchaser may, at its sole cost and expense, order a survey (the"Survey") of the Property prepared by a surveyor licensed to practice in the State of Florida and satisfactory to Purchaser, duly certified to Purchaser, Purchaser's attorney, and to the Title Insurer. The Survey shall show the Property, adjoining streets and roads, including the points of ingress and egress thereto, and shall set forth the exact location of all easements on and upon the Property, together with all rights-of-way and easements relating to the Property, and shall further reflect and certify there are no encroachments either way with respect to the Property. In the event the Survey shows any condition which shall render Seller's fee simple title other than good, marketable and insurable, including, but not limited to, any encroachments, overlaps, gores, gaps, strips or hiatuses (collectively, "Survey Defects"), Purchaser, within ten (10) days after receipt of the Survey, but in no event later than the expiration of the Inspection Period, may deliver to Seller written notice of those Survey Defects to which it objects. If Purchaser fails to deliver to Seller written notice of Purchaser's objections to any Survey Defects within such period, then Purchaser shall be deemed to have waived any right to such an objection and the Survey Defects shall thereafter be deemed Permitted Exceptions. In the event that Purchaser shall so object to a Survey Defect, then it shall be handled in the same manner as that of a Title Objection which is timely objected to as set forth in Section 5(B) above. 7. CLOSING: If all the conditions hereof are met the delivery of the deed, documents, money and other acts necessary to accomplish the transactions provided for in this Agreement (the "Closing") shall take place on the later of(i) thirty (30) days following the end of the Inspection Period, or (ii) thirty (30) days after Seller has completed its new library and has vacated the Exchange Property, unless extended in writing by the parties (the "Closing Date"). The Closing shall take place in Monroe County, Florida, or at such other location as may be agreed upon by the parties. 4 The Closing on the purchase and sale of the Property is contingent upon a simultaneous closing on the purchase and sale of the Exchange Property. 8. CLOSING COSTS AND ADJUSTMENTS: At Closing, the following items shall be borne, adjusted, prorated or assumed by or between Seller and Purchaser: (A) Adjustments and Pro-rations: (i) Real Estate Taxes: Taxes and assessments on the Property shall be prorated through the Closing Date based on the 2020 ad valorem tax bill(s), with due allowance made for the maximum allowable discount. Seller shall pay to Purchaser, at Closing, the amount of the prorated taxes for the period of January 1, 2021 to the Closing. (ii) Certified/Pending Liens: Certified, confirmed and ratified governmental liens as of the Closing Date and the outstanding balance on the wastewater special assessment shall be paid by Seller. Any such liens or assessments for the current payable period shall be prorated up to the Closing Date. Pending liens as of the Closing Date shall be assumed by Purchaser, provided, however, that where the improvement has been substantially completed as of the Closing Date, such pending lien shall be considered as certified, confirmed or ratified and Seller shall, at Closing, be charged an amount equal to the last estimate by the public body, of the assessment for the improvement. (B) Closing Costs: (i) Seller shall pay the following costs and expenses in connection with the Closing: documentary stamps on the deed, all fees and costs incurred if Seller elects to clear title to the Property, the cost of lien searches, Seller's attorneys' fees, the cost of obtaining and recording any corrective instruments, and the costs of discharging any monetary liens on the Property. (ii) Purchaser shall pay the following costs and expenses in connection with the Closing: the cost of the Purchaser's inspections of the Property, the cost of title searches and title insurance, the cost of recording the Deed, Purchaser's attorneys' fees, the cost of the Survey, if ordered by Purchaser, and the cost of environmental surveys and soils tests of the Property. 9. DECLARATION OF RESTRICTIONS. At Closing Purchaser and Seller shall execute a Declaration of Restrictions in the form of Exhibit"C" attached hereto (the "Declaration"), which shall be recorded in the Public Records of Monroe County, Florida, at the time of Closing. 10. CLOSING DOCUMENTS: (A) Seller's Documents at Closing: At Closing, Seller shall execute and/or deliver to Purchaser the following: 5 (i) A Special Warranty Deed (the "Deed"), subject only to the Permitted Exceptions; (ii) Four(4) executed Closing Statements itemizing the dollar amounts of all financial matters related to the Closing, including the adjustments and pro-rations provided herein; (iii) A FIRPTA Withholding Certificate or non-foreign certification satisfactory in form and substance to avoid transferee liability under Section 1445, Internal Revenue Code of 1954, as amended; (iv) A certified copy of a Seller resolution authorizing the execution of this Agreement by the Seller, authorizing the sale of the Property to the Purchaser as provided herein, and providing the names and titles of the individuals authorized to execute and deliver the Special Warranty Deed and other required closing documents; (v) Seller's executed title affidavit, including mechanic's lien, possession and gap provisions, all in form sufficient to enable the Title Insurer to delete the standard exceptions (e.g. the Gap, construction liens and parties in possession) from Purchaser's owner's title insurance policy; (vi) Such corrective instruments as may be required to satisfy or cure any Title Objections Seller has elected to satisfy or cure; (vii) An Assignment of Rights and Permits (including zoning and development rights) relating to the Property; and (viii) Any other documents reasonably required under the Title Insurance Commitment or otherwise necessary or advisable to consummate the transactions contemplated hereby. (B) Purchaser's Documents at Closing: At Closing, Purchaser shall execute and/or deliver to Seller the following: (i) Four(4)executed counterparts of the Closing Statement; (ii) Any other documents reasonably necessary or advisable to consummate the transaction contemplated hereby. (C) Concurrently with the delivery of the foregoing documents the parties shall execute and deliver the Closing documents for the Exchange Property and Purchaser shall execute and deliver the Declaration to Seller for recording. 11. RADON GAS: In accordance with Section 404.056, Florida Statues, Seller hereby notifies Purchaser as follows: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time; levels of radon that exceed federal and state guidelines have been 6 found in buildings in Florida; and additional information regarding radon and radon testing may be obtained from the Miami-Dade County health department. 12. FAILURE OF PERFORMANCE: If Seller fails to perform this Agreement within the times specified, Purchaser may elect to terminate this Agreement and the Exchange Agreement. The waiver by one party of any condition or of any subsequent breach of the same or any other term, covenant, or condition herein contained shall not be deemed to be a waiver of any other condition or of any subsequent breach of the same or any other term, covenant or condition contained herein. 13. ATTORNEY'S FEES: Should Seller and/or Purchaser employ an attorney or attorneys to enforce any of the provisions hereof, or to protect its interest or enforce its rights in any matter arising under this Agreement, the party prevailing shall be entitled to payment by the other party of all reasonable costs, charges and expenses, including reasonable attorneys' fees and costs in all pre-trial, trial and appellate levels, expended or incurred in connection therewith by the prevailing party. 14. AFFIRMATIVE COVENANTS OF SELLER: (A) From and after the Effective Date, Seller will (i) refrain from creating or incurring any mortgage, lien, pledge or other encumbrances in any way affecting the Property or any portion thereof; (ii) observe all laws, ordinances, regulation, and restrictions affecting the Property or any portion thereof and its use until the Closing; (iii) refrain from entering into any leases, easements, covenants or other agreements affecting the Property; and (iv) neither transfer nor remove any fixtures or equipment belonging to the Property, except for purposes of replacement thereof, in which cases such replacements shall be promptly installed prior to Closing and shall be comparable in quality to the items being replaced. (B) Prior to the Closing Date Seller shall cause all leases and other occupancy agreements affecting the Property to be terminated and shall cause all furnishings within the Property to be removed. The Property shall be delivered to Purchaser at Closing free of any tenants or occupants and in broom clean condition. 15. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PROPERTY: Seller hereby represents and warrants to Purchaser that, as of the date hereof: (A) No Condemnation, Pending or Threatened: Seller has no knowledge of any pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof. (B) Seller's Authority: Seller has, full right, power and authority to perform this Agreement and doing so will not result in breach of, or constitute any default under, or result in the imposition of, any lien or encumbrance upon the Property or any portion thereof under any agreement or other instrument to which Seller is a party or by which Seller or the Property may be bound. The execution and delivery of this Agreement by Seller, and the consummation by Seller of the transactions contemplated hereby or the performance by Seller of its obligations does not require consent or approval of any governmental authority. Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1954, as amended. 7 (C) Pending Litigation: Seller has not received notice of any legal actions, suits, or other legal or administrative proceedings pending or threatened, which affect or could affect the Property or any portion thereof, and Seller is not aware of any facts which might result in any such action, suit or other proceedings. (D) Possession: There are no leases, subleases, licenses or occupancy agreements (written or verbal)which affect or relate to the Property. (E) Compliance with Laws: To Seller's knowledge, Seller has not received any notice that the Property and/or the present use thereof is not in compliance with applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property and to the best of Seller's knowledge, there are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving Seller which could have a material or adverse effect on the Property or the use,condition or operation thereof. (F) No Violation of Zoning Laws: To Seller's knowledge, no zoning, building or similar law, ordinance or regulation is, as of the Effective Date, being violated by the continued maintenance, operation or use of any buildings, improvements or structures presently erected on the Property. To Seller's knowledge, there are no uncured violations of federal, state or municipal laws (including, without limitation, sales tax laws, ordinances, orders, regulations or requirements) affecting any portion of the Property. (G) No Hazardous Materials: To Seller's knowledge, the Property is not contaminated with any chemical, material or substance to which exposure is prohibited, limited or regulated by any federal, state, county, local or regional authority or which is known to pose a hazard to health and safety; and Seller has no knowledge that the Property has ever been used for a landfill, dump site, underground improvements, storage of hazardous or regulated substances, or by a manufacturer of any product or for any other industrial. (H) Underlying Structure: Seller has no knowledge of sinkholes, caverns, faults, conduits, voids, mines, or other geological anomalies which could affect the development of the Property. (I) Special Assessments: There are no special assessments affecting the Property. Seller agrees that the foregoing representations and warranties shall survive the Closing for a period of one year. 16. BROKERAGE: Seller and Purchaser represent and warrant to each other that no brokers have been engaged to represent them in connection with the negotiations of this Agreement and/or the consummation of the purchase and sale contemplated hereby. Seller and Purchaser each hereby agrees to indemnify and hold the other harmless from all loss, cost, damage or expense (including reasonable attorneys' fees) incurred by the other as a result of any claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission, finder's fee or similar compensation made by any broker, finder or any party who claims to have 8 dealt with such party. The representations, warranties and indemnities contained in this Section shall survive the Closing. 17. RISK OF LOSS: In the event of damage or destruction to the Property or any portion thereof prior to the Closing, Purchaser and Seller shall consummate this Agreement, provided that Seller shall assign to Purchaser its right under all insurance policies covering such damage or destruction. 18. CONDEMNATION OR EMINENT DOMAIN: In the event of any condemnation or eminent domain proceedings for any public or quasi-public purposes at any time prior to Closing, resulting in a taking of any part or all of the Property, Purchaser shall have the option (i) to cancel this Agreement, in which event this Agreement shall be of no further force and effect; or (ii) to close the transaction contemplated by this Agreement, in which event the Purchase Price shall not be adjusted, provided, however, that Seller shall pay over or assign any condemnation or eminent domain award to Purchaser in respect to any condemnation or eminent domain proceeding subsequent to the Effective Date. Seller agrees not to enter into any settlement of any condemnation proceedings or eminent domain award without the prior written consent of Purchaser. NOTICES: Any and all notices, requests, demands, consents, approvals or other communications hereunder shall be in writing and sent addressed to the parties as follows: As to Purchaser: Monroe County, Florida Kevin G. Wilson, ACA 1100 Simonton Street, Suite 206 Key West, Florida 33040 Tel: (305)292-4529 Email: Wilson-Kevin@MonroeCountyFL.Gov Adele V. Stones With a copy to: Oropeza, Stones& Cardenas 221 Simonton Street Key West, Florida 33040 Tel: (305) 849-2352 Email: Ginny@keyslaw.net As to Seller: Kathleen S. Moorman, Vice President Baptist Health Enterprises, Inc. 6855 Red Road, Suite 600 Coral Gables, Florida 33143 Tel: (786)662-7386 Email: kathleenmo@baptisthealth.net 9 With a copy to: Kyle R. Saxon, Esq. Saxon &Fink, LLP 2121 Ponce De Leon Boulevard, Suite 740 Coral Gables, Florida 33134 Tel: 305-371-9575 Email: kylesaxon@saxonfink.com Any such notices shall be either(a) sent by certified mail, return receipt requested, in which case notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the U.S. mail, or (b) sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after being deposited during business hours with such courier, or (c) sent on a business day by email followed by a copy sent first class mail, postage prepaid, deposited in the U.S. Mail on the same day that the email is sent, in which case notice shall be deemed delivered on the day the email is sent. The above addresses may be changed by written notice to the other party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. 19. INTERPRETATIONS: This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed to the preparation of this Agreement. 20. CAPTIONS AND HEADINGS: Captions and Article headings contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement nor the intent of any provision hereof. 21. NO WAIVER: No waiver of any provision of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted and any such written waiver shall only be applicable to the specific instance to which it related and shall not be deemed to be a continuing or future waiver. 22. COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. An electronic or PDF signature of an executed counterpart shall have the same validity as an original signature. 23. BINDING EFFECT: This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns. 24. GOVERNING LAW: This Agreement shall be construed and interpreted according to the internal laws of the State of Florida. 25. INTERPRETATION: Wherever used in this Agreement, "any" means "any and all"; "include" and "including" each are without limitation; "may not" and other negative forms of the verb "may" each are prohibitory; and "will", "must", and "should" each are mandatory. Unless this Agreement expressly or necessarily requires otherwise (i) any time period measured in "days" (and not"business days") means consecutive calendar days, except that the expiration 10 of any time period measured in days that expires on a Saturday, Sunday or legal holiday automatically will be extended to the next day so that it is not a Saturday, Sunday or legal holiday; (ii) any action is at the sole expense of the party required to take it; and (iii)the scope of any indemnity includes any costs and expenses, including reasonable attorneys' fees incurred through all appellate levels, whether suit be instituted or not, incurred in defending any indemnified claim, or in enforcing the indemnity, or both. 26. NO RECORDING: Neither Purchaser nor Seller shall record this Agreement or any memorandum thereof. 27. TIME OF THE ESSENCE: Purchaser and Seller mutually agree that time is of the essence throughout the term of this Agreement and every provision hereof in which time is an element. No extension of time for performance of any obligations or acts shall be deemed an extension of time for performance of any other obligations or acts. If any date for performance of any terms, conditions or provisions hereof shall fall on a Saturday, Sunday or legal holiday, then the time of such performance shall be extended to the next business day thereafter. 28. ENTIRE AGREEMENT: This Agreement and the Exhibits attached hereto contain the entire agreement between the parties. There are no promises,agreements, conditions, undertakings, warranties, or representations, oral or written, express or implied, between the parties other than as herein set forth. No amendment or modification of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement or any other agreement referred to herein shall be valid unless in writingand signed by the party against whom enforcement is sought. 29. POST CLOSING PERFORMANCE: Seller and Purchaser agree to cooperate with each other after the Closing and to execute and deliver any documents reasonably necessary to effect the terms and conditions of this Agreement. 30. WAIVER OF TRIAL BY JURY: Seller and Purchaser, to the extent they may legally do so, hereby expressly waive any right to trial by jury of any claim, demand, action, cause of action, or proceeding arising under or with respect to this Agreement, or in any way connected with, or related to, or incidental to, the dealings of the parties hereto with respect to this Agreement or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To the extent they may legally do so, Seller and Purchaser hereby agree that any such claim, demand, action, cause of action, or proceeding shall be decided by a court trial without a jury and that any party hereto may file an original counterpart or a copy of this Section with any court as written evidence to the consent of the other party or parties hereto to waiver of its or their right to trial by jury. 31. TIME FOR ACCEPTANCE: This Agreement, when duly executed by all of the parties hereto, shall be binding upon the parties hereto,their heirs, representatives, successors and assigns. In the event this Agreement and the Exchange Agreement have not been duly and fully executed by Purchaser and Seller and duly executed counterparts delivered to Purchaser and Seller by the tenth (10t') business day following an Affirmative Vote of the Board of County Commissioners approving the Agreement and the Exchange Agreement, then the offers herewith 11 made by Purchaser and Seller shall terminate and this Agreement and the Exchange Agreement shall be null and void. 32. APPROVAL OF BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH FLORIDA, INC.: Notwithstanding anything to the contrary contained herein, this Agreement and the Exchange Agreement are subject to and contingent upon approval by the Board of Trustees of Baptist Health South Florida, Inc. If the Board of Trustees of Baptist Health South Florida, Inc. does not approve the purchase of the Property prior to 5:00 p.m. on the last day of the Inspection Period (or such later date as may be agreed to in writing by the parties hereto), then this Agreement and the Exchange Agreement shall be deemed to be terminated and of no further force or effect. Seller shall promptly notify Purchaser of the action taken by the Board of Trustees regarding this Agreement and the Exchange Agreement. SIGNATURES ARE ON THE NEXT PAGE 12 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of •- and year written below their respective signatures. „��� 'b SELLER: /(1e" ; cl • - FISHERMEN'S HEALTH,INC., A� !kit , �.;: a Florida not-for-profit corporation M . .K.CLERK BY, By: OE- CLERK Ri Free , hief Execuf icer Dated: January // , 2021 PURCHASER: — MONROE COUNTY,a political subdivision of the = State of Florida C E By I`l t41-4 EQ ( d.PA Name: Michelle Coldiron c c Title: Mayor — c L Dated: January 20, , 2021 Metmee ROB AnORNEY 13 Execution Copy EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Lots A-4, B-4 and D-14, of SOMBRERO SUBDIVISION NO. 6, according to the Plat thereof as recorded in Plat Book 2, Page 93, of the Public Records of Monroe County, Florida. Parcel ID #00321730-000000 EXHIBIT "B" LEGAL DESCRIPTION OF THE EXCHANGE PROPERTY A parcel of land lying in Section 9, Township 66 South, Range 32 East, Marathon, Monroe County, State of Florida, and being more particularly described by metes and bounds as follows, to-wit: Commencing at the intersection of the Northeasterly right of way line of 30th Street, also known as Marathon Avenue, according to the recorded plat of Sombrero Subdivision No. 6, as recorded in Plat book 2 at page 93 of the public records of Monroe county, and the Southeasterly right of way line of U.S. Highway No. 1, also known as Overseas Highway, said point also being the Northwest corner of lot B1, according to said plat of Sombrero Subdivision No. 6, thence N73°53'03"E along the Southeasterly right of way line of said U.S. Highway No. 1 for a distance of 352.00 feet to the Point of Beginning of the parcel of land hereinafter described; thence N73°53'03"E continuing along the said Southeasterly right of way line of U.S. Highway No. 1 for a distance of 108.00 feet to the Northwest corner of the lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence S16°06'57"E along the Southwesterly boundary line of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida, for a distance of 400.00 feet to the Southwest corner of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence N73°53'03"E along the Southeasterly boundary line of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida, for a distance of 100.00 feet to the Southeast corner of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence S16°06'57"E along the Southwesterly boundary line of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida, for a distance of 115.00 feet to the Southwest corner of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence S73°53'03"W for a distance of 197.00 feet to a point; thence N16°06'57"W for a distance of 160.50 feet to a point; thence N61°06'57"W for a distance of 28.28 feet to a point; thence N16°06'57"W for a distance of 137.00 feet to a point; thence N73°53'03"E for a distance of 20.00 feet to a point; thence N16°06'57"W for a distance of 98.00 feet to a point; thence S73°53'03"W for distance of 13.50 feet to a point; thence N16°06'57"W for a distance of 67.50 feet to a point; thence N73°53'03"E for a distance of 2.50 feet to a point; thence N16°06'57"W for a distance of 32.00 feet back to the Point of Beginning. Said parcel of land contains 65,658.25 Square Feet or 1.51 Acres,more or less. 15 EXHIBIT "C" DECLARATION OF RESTRICTONS This instrument was prepared by: Name: Kyle R. Saxon, Esq. Address: Saxon&Fink, LLP 2121 Ponce De Leon Blvd., Suite 740 Coral Gables, Florida 33134 DECLARATION OF RESTRICTIONS THIS DECLARATION OF RESTRICTIONS (the "Declaration") is made and entered into as of the day of , 2021, by FISHERMEN'S HEALTH, INC., a Florida not-for-profit corporation (hereafter referred to as "Fishermen's") and MONROE COUNTY, a political subdivision of the State of Florida (hereafter referred to as "Monroe County"). WITNESSETH THAT: WHEREAS, Fishermen's is the owner of the developed real property legally described in Exhibit"A" attached hereto(the "Property"), and WHEREAS, Fishermen's has agreed to sell the Property to Monroe County, and WHEREAS, a condition of Fishermen's selling the Property to Monroe County is the execution and recording of this Declaration, NOW, THEREFORE, in consideration of Fishermen's selling the Property to Monroe County and other valuable considerations, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. The foregoing recitals are true, correct and are incorporated herein by this reference as if set forth in their entirety. 2. Neither Monroe County nor any successor owner of the Property shall develop or utilize the Property for medical offices or medical related uses, including, but not limited to a day hospital or short-term hospital, an outpatient or urgent care facility, a free standing emergency department, a dedicated emergency department, an ambulatory surgery facility or other type of facility that provides outpatient surgery, or an endoscopy facility (collectively "Medical Uses"), or permit any tenant, lessee or assignee to utilize the Property for Medical Uses. 16 3. The limitations, covenants and restrictions contained in this Declaration shall be for the benefit Fishermen's. This Declaration shall be recorded in the Public Records of Monroe County, Florida, shall constitute a covenant running with the land and shall remain in full force and effect and be binding on the owners of the Property until such time as this Declaration is modified or terminated. 4. This Declaration shall be binding on the owners on the Property for a period of fifteen (15) years from the date this Declaration is recorded in the Public Records of Monroe County, Florida, after which time this Declaration shall terminate and be of no further force or effect. 5. Fishermen's, and its successor, if applicable, shall have the right to enforce the terms and conditions of this Declaration, at law or in equity, to prevent the occurrence or continuance of any violation of any provision of this Declaration. In the event enforcement of the terms of this Declaration becomes necessary, the party violating the terms or conditions of this Declaration shall be liable to Fishermen's or its successor for all costs and fees incurred by Fishermen's or its successor in enforcing the terms of this Declaration, including reasonable attorneys' fees at the trial and appellate levels. -- 6. This Declaration may be modified or amended only upon written agreement executed by Fishermen's and Monroe County, or their successors, if applicable. 7. The invalidation of any one of the limitations, covenants or restrictions contained herein shall not affect or invalidate any of the remaining limitations, covenants and restrictions, which shall remain in full force and effect. 8. This Declaration shall not restrict Monroe County or any successor owner of the Property from selling, assigning or conveying its interest in the Property or placing a mortgage on the Property. 9. The failure of Fishermen's, or its successor, if applicable, to insist upon strict performance of-any of the terms or conditions of this Declaration shall not be deemed to be a waiver of any rights that Fishermen's, or its successor, if applicable, may have hereunder or at law or equity and shall not be deemed a waiver of any subsequent breach or violation. 10. This Declaration shall be binding on Fishermen's and Monroe County and their respective successors and assigns and upon any successor owners of the Property. 17 11. The invalidation of any provision of this Declaration by judgment or court order shall in no way affect any other provisions of this Declaration. 12. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the Property to the general public or for the general public or for any public purpose whatsoever. 13. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida. Venue for any action arising out of, or in any way connected with this Agreement, shall be in the Circuit Court in Monroe County, Florida. IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be executed by their authorized representatives as of the day and year first above written (Signatures are on the next pages) 18 Signed, sealed and delivered In the presence of: MONROE COUNTY, a political subdivision of the State of Florida Name: Name: By: Name: Title: STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me by means of physical presence or online notarization, this day of , 2021, by , as _ of MONROE COUNTY, a political subdivision of the State of Florida. He/she is personally known to me or has produced as identification and did not take an oath. Notary Public, State of Florida My Commission Expires: MONROE CO , OgNl1' - APPR O iIVgRM ERT q. HITLLJNs6ER.JR ow W�}/1�1Jy0 19 Signed, sealed and delivered In the presence of: FISHERMEN'S HEALTH,INC., a Florida not-for-profit corporation Name: Name: By: Name: Title: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of physical presence or online notarization, this day of , 2021, by , the of FISHERMEN'S HEALTH, INC., a Florida not-for-profit corporation. He is personally known to me or has produced as identification and did not take an oath. Notary Public, State of Florida My Commission Expires: 20 EXHIBIT "A" TO DECLARATION LEGAL DESCRIPTION OF THE PROPERTY Lots A-4, B-4 and D-14, of SOMBRERO SUBDIVISION NO. 6, according to the Plat thereof as recorded in Plat Book 2, Page 93, of the Public Records of Monroe County, Florida. Parcel ID#00321730-000000 21 Exhibit 3 Published Notice of Intent to Exchange County Property 6 .1„,„,NEsT iiiiic The Florida Keys Only Daily Newspaper, Est. 1876 FO Box 1800,Key West FL 33041 P:(305)292-AA ext 219 F-(305)2958025 legals@keysnews.corn MONROE CO ATTORNEY 1111 12TH ST SUITE 408 KEY WEST FL 33040 Account: 137379 Ticket: 373661 PUBLISHER'S AFFIDAVIT STATE OF FLORIDA COUNTY OF MONROE Hunt OF PROPERTY alongSubdivision l rig thenSoutheaserly ght ofOwaay line of said U.S.Highway No. 1 for a NOTE IS HEREBY GNEN PURSUANT distance of 35200 feet to the Point of appeared TO S.125.37 that the Board of Count Beginning of the parcel of land here- Before the untlersig0ed authority personally ty Commissioners of Monroe County, inafter described;thence N73153'031E Florida shall meet on January 20,2021, continuing along the said Southeast- IO I L F ' ���'S at 900 a.m.at the Marathon Govern- ery right of way line of U.S.Highway who on oath says that he or she is mein Center,2798 Overseas Highway, No I for a distance of 108.00 feet to Marathon, Fonda. or as soon there- the Northwest corner of the lands de- ` �M Lucy- `7 after as may be heard to(cashier the scribed in Official Records Book 2862, (sl`s P of the Key West Citizen,a daily news- adoption of a etiolation authorizing at Page 1081 of the Public Records the exchange of a portion of real prop- of Monroe County Florida; thence paper published in Key West,in Monroe County, Florida;that the attached copy rty owned by Monica Cunty, Flee 516106157•E along the Southwester. of advertisment,being a legal notice in theExchange Properly matter of Notice to Pro art wa located at 3251 Overseas HO- y boundary line of the said lands de- Y Marathon,Florida(Parcel A)for scribed in Official Records Book 2862, was published in said newspaper in the issues of: real property owned by Fishermen's at Page 1081 of the Public Records of Health,Inc.looted at 2455 Overseas Monroe County,Florida,for a distance Highway,marathon,Florida(Parcel 8). of 400.00 feet to the Southwest corner Wednesday,January 6,2021 The purpose bese ofr the health careexchange an iistolpro- Recordste said dck 2862, at ine lOffio081 oal f Wednesday,January 13,2021 for the citizens of Monroe County and the Public Records of Monnrroe County, to provide for additional office space Florida;thence N73153'03'6 along the for Constitutional Officers and County Southeasterly boundary line of the said Departments. lands described in Official Records Book ARant further says that the Key West Citizen is a newspaper published in Key Due to COVID precautions, the public 2862, at Page 1081 of the Publk Re. West,in said Monroe County,Florida and that the said newspapers has hereto- can participate in the meeting via the cards of Monroe County Florida for a fore been continuously published in said Monroe County,Florida every day,and Zoom pia by: distance rof WeOUands dtsebe in Southeast R ec he Bo lands describedatI101 Of- has been entered as periodicals matter at the post office in Key West in said Telephone:. Dial prompted, a or rfithe Recordsffith` Boor Records of o Page lm1 Monroe County,Florida,for a period of 1 year next preceding the first publication Webinarlwho"0168691 691 followedllor by y,theridb;thence16Monroe Court- Monroe We Xke, en]9 to bfi by ry, Florida; rlyoundarylie along of the r paid et copy ofd advertisement;and or further says that heun or she has the a key,then*9 to be recognized by the Sands es i boundary line ofrs neither paid nor promised an elson,firm or corporation any discount,rebate, the host when item is called. said mods,describede in 10810 official Records Bookcommission or refund for tRecords 2e62,at Page of the Public rpOSe of securing this advertisement for publics- Video Ccounti via loom link:bttoJ( n of Monroe County,feet Florida,for ti in the id new8pe menroecounty fl oovlBp2Mee0no- a distance of 115.00 feet to the South- - tdrn220 en tor. . wein st cornerof the said laonasadescribed e address and name. When the item is 1081 of the PublicRecords of Monr Ill oe ($ nature O(AMant — called, select the 'Raised Hand" fea. County, Florida; thence 573°S3'031W Lure that appears at the bottom of the for a distance of 197.00 feet to a screen to be recognized by the host, point thence N16106'9"W for a dis- Affirmed and sub (bed before me this BM day of January 2021 tance of 160.50 feet to a point:thence To report problems with the broadcast N61°06'5 -W for a distance of 26.28 orparticipation in the Zoom webinar feet to a point, thence N16°069"W please call 1305)872-de31. for a distance of 137.00 feet to point; thence N73'53'031E far a Ms- (No dry Public ignature) COUNTY PROPERTY(Parcel A) Once of 20.00 feet to a point;thence /s 1s I 1 ,, 1 N16106'57"W for a distance of 98.00 L' Y 5 ' e I / & /N The County property is the current Mar. feet to a point thence 573153'033W r I l L ]rV/ Vt/ tl-VVVaar nn, athon branch library,which has a street for distance of 13.50 feet to ( platy Public Pn tetl Name) (Notary Seal) Marathon, • of 3251 Overseas Highway, point;thence N16m6'57"W for a dis- marathon,Florida and a portion of the lance of 67.50 feet to a point thence Q � ' , ^�� parcel with ID number of 00102310. N73°53'03'E for ence NIanceof 2.50feet My commission expires Lo 0WW0. The County intends to con- to a point;thence NI6°06S7'w for a vey a portion of that property(Parcel distance of 3200 feet back to the Point A)that has a legal description as far- of Beginning.Said parcel of land con- lows:A parcel of land lying in Section tarns 65658.25 Square Feet or 1.51 Personally Known X Produced Identification 9.Township 66 South. Range 32 East Acre;more or less. Marathon, Monroe County, State of Florida,and being more particularly de- THE FISHERMEN'S HEALTH,INC. Type of Identification Produced scribed by metes and bounds follows PROPERTY(Parcel B) to-wit;Commencing9 at the intersection The Fishermen's Heath, Inc. property of the Northeasterly right of way line is located at 2855 Overseas Highway, NeXery Pubic Sin of Monde of 30th Street. alsoknown as Mara- Marathon,Florida and has a parcel ID MOW CS"laeeA than Avenue,according to the record. number of 00321730-000000.The legal • • M.pyW aeio HIS gMSJt ed plat of sombrero 50001V131on No.6, delcrlp00o IS as follows; LOb Ad,8-4 y J My ca gm110NH • recorded in Hat Book 2 at Page 93 and 0-14,of SOMBRERO SUBDIVISION sr of the Public Records of Monroe Cairn- NO.6,according to the Plat thereof as N.Florida and the Southeasterly right recorded in Plat Book 2. Page 93, of kf way line of U.S.Highway No.1,also the Public Records of Monroe County, nown as Overseas Highway,said point Florida. also being the Nmlhwest corner of Lot B1,according to said plat of Sombrero TERMS AND CONDMONS OF PROPOSED EXCHANGE The County and Fishermen's Health, Inc.agree t0 convey t0 each other ti- tle to their respective parcels by good and sufficient deeds, free and dear of all liens and encumbrances,except that Parcel B will be encumbered by a restrictive covenant prohibiting the County or any successors In interest from developing or utilizing Parcel B for medical offices or medical related uses for a period of 15 years. Fisher- men's Heakh,Inc will pay off a sew- er assessment lien on Parcel B in the amount of 57.981.82, Fishermen's Health,Inc.will pay any and all docu- mentary stamp fees required to be paid on both properties. The closing shall take place on the latter of thirty(30) days after the end of the 120 day in- spection period or after the County has completed its new library and vacated Parcel A,unless extended in writing by the parties The closing on each proper- ty is contingent on simukaneme clos- ing on the other property. Both prop- erties are being conveyed as is"with respect to physical condition. Copies of the proposed Resolution and supporting documentation may be ob- tained from the County Attorneys Of- fice, 1111 12th Street Suite 408, Key West, FL 33000 or online at: bttodl monroecountvfl ion12 cum/CitirenslDe- tail Meetinnasox'iD=1131 ADA ASSISTANCE If you are a person with a disability who needs spmalac- mmodat/ans to participate,contact (305)292-11a1,between the hours of 8:30a.m.-5:00p.nu,prior to the stied- died meeting;If you are hearing or voice-impaired,call31F•. Dated at Key West Florida,this 30th day of December,2020. KEVIN MADOK, Clerk of the Circuit Court and ex officio Cleric of the Board of County Commissioners of Monroe County,Florida (SEAL) 1/6/2181/13/21 Key West Citizen Nona tanninv- Poke 011 d alNe{a.1 +tea i � m.�. WEEKL fearer t � t q a tbdrxha Published Weekly ay P ONli� tBOKrIP '; Marathon,Monroe County,Florida a hAa 01044Slco STEaIagB*_,. r .. YOCSTE . ply , PROOF OF PUBLICATION 0' �' a ppd • p'" .113 .ww� Py�4.c`e.p.: 00000PtaWtAmkuSsf.ac 'Ott" *x bya. dad d �7 M a9 >•-'s2r;t �dW.c o.c»STATE OF FLORIDA � � +m of P� COUNTY OF MONROE `'°°y fir, J. Before the undersigned authority * ' F N personally appeared JASON KOLER who �"' on oath, says that he is PUBLISHER of ^: +4 rek v1Mta, �+ 4 k, ay Y n +.k the WEEKLY NEWSPAPERS, a weekly newspaper published in Marathon, in 1+dam fre , • y ' ' Monroe County, Florida: that the attached copy of advertisement was published in said newspaper in the k issues of:(date(s)of publication) TT m4Etm! y,r3nrna�y '7 AG ,'1l , .� - p41'- 4 ' ,,, lI i rcB0.N it6,91o3 • • ➢H the . . 1t ', .m,Nq,,etG. In Affiant further says that the said WEEKLY ppae i .- «ttw w. NEWSPAPERS is a newspaper published ',did. „r} `- 'e^` y • at Marathon,t in said Mnews peCor 'Ofpe vas C +e Lhb=> .:a Florida,and that the said newspaper has ��� • heretofore been continuously published seeaskrine 'p. In said Monroe County, Florida, once mall andtomE, ea itOt **S each week(on Thursday)and has been � �w iPPaWB quaked as a s ...,,u class mall matter at the post office in Marathon,In Monroe sdantobe a-5 • Tftt County,Florida,for a period of one year ° next preceding the first publication of the attached copy of advertisement The affiant further says that he has neither i;a h..,,rwa 5^7" sr. a` paid nor promised any person,firm,or OrIeC a nm corporation any discount, rebate, µ^ commission or refund for the purpose of securing this advertisement for publication in the said newspaper(s)and A that The Weekly Newcoaoers is N full compliance with Chanter 50 of the Florida State Statutes on I egal and Official Advertisements, Surat IOS tr.4it� , akibe. haliAxlig ++i yaY{9kI Sworn to and subscribed before me ptMrteyylCaraltl*; this YI'lay of TA ,2(12t. fetae t .. dsa (SEAL) m bgena run 'a its A eW8 al has a Notary 93d of Allomearattlirecla amid*Saillualirbritht Nix lads.aoStragalla TEMPA1TERSON . Lfy COINAISNONIOOi2a91e I FIPRES:peamtar LT,2@i YIIAU itio ...°x..,.' amda Nu Nobly New Unseal.) of .•M`fr,_414 bry WEEKL seettO = °dwrrad3#ipplubapad b"taggsa/.r drl Ross ndewi>i1NPkR NOIIIISIeE F.S OVEN olliniUrsXfr�. aatwimlewfbe EuRSIPNfTOES12s3) thence Wesa aterermdai eeankeMMaf1gthe Published Weekly MaaraleaaComty alesgte me aversePaldikq Pain Marathon,Monroe County,Florida CrrMa4ws*Moame ryadwa&Rtadal, Crebaresuraaash Charue�%yF3kQddaadmerap Nisi badisuweel iweafrm r se =N Le ic t fl.kj Naarwest a r♦7.Pea_WRdw PROOF OF PUBLICATION aehaNaea lisairchtlisokaSwat e '` ' r,� • ae W MYalbanibH,amsaan iaatatle ENHkxemds P :s7 � sv*`. STATE OF FLORIDA ® hr 1 a { s rt pm,, ,''* .'#" COUNTY OF MONROE >r tht�wa ray. a ., n e Before the undersigned authorty Hof> � *'ti` '{• 't '" ° '�' personally appeared JASON KOLER who tv*I r32S1 w;-r-3n-a .y s'^.r on oath, says that he is PUBLLSHER of aiRedit b le sees d thlay the WEEKLY NEWSPAPERS, a weekly tidemark Me1agM�sefdfiedaie a4 newspaper published in Marathon, m wtnpdukpaaRe SOS O' ' gedi 4or Monroe County, Florida: that the bbearrmra ': ? trig weld ' attached copy of advertisement was afar l fl i , fyeWAsilra h published in said newspaper in the graissyaedad re . ' - w Thee issues of:(date(s)of publication) tdaea.Casiagrrdi>picdde ettail Wds h for addipre ttwr ASd ele Oa Reeves lootal62,r atkadeikeperly. Janu MRW ary I/ 2021 tdatll Pipette d srd Pipee ear w a keig 1 pwysbmsae .. a of h v;: y srPM>a m�W�"psem ."cons -"ss ' Affiant further says that the said WEEKLY ,frky RemNbeook • ,. s^"'° NEWSPAPERS is a newspaperes si69B65 t6RaXye r 1 %'y published of thin aSlfl f; jii at Marathon, in said Monroe County, a iea51at16'31'tE '+» .. .. Florida,and that the said newspaper has low snow atheist) - -fit ls. Math heretofore been continuously published #:µ , Men . fdss eaa . "" ma '. In said Monroe County, Florida, once ae�>��B�yw� RrSo¢ad., -C each week(on Thursday)and has been Seise r Zoom a SUS O IO " e qualified as a second class mail matter atins �a1OfM1'raf� 5paq/acaylisnalkee the post office in Marathon, In Monroe wd tle fPag. l hprtlppYCtelwtpp County, eips Florida,foraperiod of one + KNw for 29Netist m year J.,wo §..... �. t661d �4-„ iyllwA, fo next preceding the first publication of won' v.e tlwe M0d0s bagaiR dRAMrd a the attached copy of advertisement.The ys,N.,- R3 r a gty 9avoYt affiant further says that he has nether p(>risile Fbadaaik Weser W94 ha i'dbI o paid nor promised any person,firm, or them elbNr�a' h -} t9M.TR'b>BSMred p' �aaae corporation any discount, rebate, """""` �1Obi apoletthaire aoSltCOwtad asse commission or refund for the purposewimw,Oila NlPae.tttoa trine/ iCoaemW.rsa. tofr iOPXiY qpts�elN NfARyrmamisC Minot, securing this advertisement for ReC4nb�Isati , t]aadysballa publication in the said newspaper(s)and ga,xwmgow NIPOSSIVEficasbnixed mairsto ode that She Weekly Newsoaoers is in full adarrdlft Odheas �a *MNe rmmollance with Chanter SO of the a d�p- 133fldwaapoletiliea Florida State Statutes on Leeal and netsdaa1e2s ,o6 s1YR>adahnced Official Advertisements. Ike O3UMhapahttese paint N9'sertEreredbtlnoeaf Seder sort metsfeetbahbthe Met f Swornrie to and subscribed before me eePn , 6. MSS�dkad this Flay of a-It'd ,2021. rN psaohM r Ap4loeor Int (SEAL) d raanridbmnds latpWRRIAENTHEAOHaK. att. ewitGaeledell illan.r&e sd�I!mpls wg1a& thamoispaparykbehadi Notary -3010. A e s l alos ss ^.'+eK Ks4 hPtdrrpl"akas r Teo Lahti x a ni4 babf,R .. "^' IERRYpATTEFI ..g.: MY OOOSISSION R OGf3C IMMO � x Et➢IREA;Ognwrf1,t02f i °� awrmtNa Nary Rdk Wiauarawe � '� � Te .,n � ha�idoyd a rb fi f Marathon•Sunshme KB B Pine Kerrie Name KB Link,Midtlle&Big Torch KB Ramrod K0 Summerland KB Cud oe KeySu arloaf I Key.Big Y' Y' _ A Y' Y' Y' I 9 Key i st ' sill 791. S 11016-4, t. r f f ritr. 4 . „ ! t ,hc2Id ak �' 3 4J 30330 Overseas Highway P.O. Box 431639 Big Pine Key, FL 33043 Phone: 305-872-0106 Fax: 305-515-2939 AFFIDAVIT OF PUBLICATION STATE OF FLORIDA COUNTY OF MONROE Before the undersigned authority personally appeared Steve Estes, who on oath says that he is the Publisher for the News-Barometer, a weekly newspaper published each Friday in Big Pine Key, Monroe County, Florida; that the attached copy of advertisement, being a legal notice in the matter of: LEGAL NOTICE: NOTICE OF INTENT TO EXCHANGE COUNTY PROPERTY: MONROE COUNTY PROJECT MANAGEMENT, 1100 SIMONTON STREET, ROOM 2-216, KEY WEST, FL 33040 waspublished-in said newspaper in the issue(s) of: JANUARY 8 & 15, 2021 Affiant further says that the News-Barometer is a weekly newspaper published in Big Pine Key, in said Monroe County, Florida and that said newspaper has heretofore been continuously published in said Monroe County, Florida each week and has been entered as first-class mail matter at the post office in Big Pine Key, in said Monroe County, Florida, for a period of 1 year next proceeding the first publication of the attached copy of advertisement; and affiant further says that she has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the pur- pose of securing this advertisement for publication in said newspaper. Signature of Affiant _ Sworn and subscribed before me this 19TH day of JANUARY, 2021 cue- �`� Signature of Notary Printed Name of Notary Expires Personally Known x Produced Identification Type of Identification Produced k ARE V 1 C lIEsin ■�y�// AIr�n1�"F ,OMJ_r •n/V VN/.N/ Mvu Aaagl'E0i1 News-Barometer - Pala 11 NOTICE OF INTENT TO EXCHANGE COUNTY PROPERTY _ICONIC NOTICE IS HEREBY GIVEN PURSUANT TO ES.125.37 that the Board of County Commissioners of Monroe County.Florida shall from Pagel meet on January 20,2021,at 9:00 a.m.at the Marathon Government Center,2798 Overseas Highway,Marathon,Florida. soonfourd land on the water- thereafter as may be heard to consider the adoption of a resolution authorizing the exchange of a portion of real property owned by !m t ofh of the lodge Monroe County,Florida,located at 3251 Overseas Highway,Marathon,Florida(Parcel A)for real property owned by Fishermen's ° l Health,Inc.,located at 2855 Overseas Highway,Marathon,Florida(Parcel By The purpose of the exchange is to provide for better The US property eventually health care and facilities for the citizens of Monroe County and to prvide for additional office space for Constitutional Officers and becameerRefuge the new orN Centerent Key County Departments. Deer Visitor s a Due to COVID precautions,the public can participate in the meeting via the Zoom platform by: rustiche lodge'scamping a'singmnre remained ce get Telephone: Dial 1646)518-9805 or(66919006833. WhenThenew owners, to the plan p prompted,enter the Webinar IDN 913 1111fi Rfi91 followed by to take the alcta tu the next the key.Ihen'91D be recognized by the host when item is called MacRVWrn. ViWhen Conferencevia Zoom dress/ , the tee led, n20. nectionsElectric water and se wer con- Warn prompted, youremail berre. and name. When the hem is called,select the"Raised(land"feature that apwill be added to the able pea at the bottom of the screen to be recognized by the host tic mmp siteso make the usable for Rvs- No new silo will be To report problems with the broadcast or participation in the Zoom webinar,please call(3051872-8831. added. "What this will do is make the facil0y similar to what RV COUNTY PROPERTY(Parcel A) campers will had at Blue Water The County property is the current Marathon branch library which has a street address of 3251 Overseas Highway Marathon Florida and a RV on Sugarloaf ate b said Mec re 'll will cater both e portion of the marl with s: parcel of 0la W2Ast in 0000 The ow County intends So to convey a portionof Marl on, oV(Parcel Althat has a the current visitors who use the legal description ben as fore A parcel of land lyingy Sectionn 9 nds ashes 66 South Ranee 32 Eastcin Marathon,irateetiMonroe Countyetithe of park and to u more upscale RV Florright o and being more tparticularly described Marathonb and nue ac o ding to m-wce Qemmat of S mt re o Subdivun oRM1e 6 roc rd- snte dgM Plat B way lioka atf Pag&reef alsthe ublc ec rd oM AMonroe C anry,Floridao¢ta and the Sded ateryomhrero Say line of S 4 as y o The [unite plansicall for the edmPHn na2 ates sea9HHig the Public RoinoNso(Mg the Conroy,wFrnand the HI Southeasterlysaid way fSofbrr Highway No Possible installation of outdoor also knowne7353'03" alone eth said pointfly viallso the line ln of U of Lot ighwa No. Iaccording for disc platf 5 0bfeeot Sto the Point kvidal s sitsdndergareas for closei ti inch- No No 6inningoftheoarcel nlonethe Sother descr ri dofwen saidliono[ LLSHighway Nthes ia d nceofice Wfeet to the Point hs asites thradetinendoirri of Beginning of the parrel of land hereinafter described'thence N]3°5]'03"E continuing along the said Southeasterlycordsright of way line of huts,another amenity that mirrors U.S.Highway No. I fora distance of 108 oil feet to the Northwest corner of the lands described in Official Records Book 2862 at Page parts of Blue Water RV. 1081 of the Public Records of Monroe County Florida-thence 516'0657"E alone the Southwesterly boundary line of the said lands He said that despite rumors to described in Official Records Book 2862 at Page 1081 of the Public Records Of Monroe County Florida for a distance of 4(10 IN feet to the contrary, die areabu inton has no the Southwest corner of the said lands described in Official Records Book 2862 at Page 1081 of the Public Records of Monroeplans to turn the hotelsu tPagN ra gated rocabunremulcvmmu- F0I.o4',thence ke-Rec'rds of Monroe SoutheasterlyFlorida for dl rds cris of ofIeCo feetnty Florida'reaothen corner lands describedtrn 'They are very experienced sin MetallineRecords Book 186 at esce 1081 of the PublicRecords ds k 2ra Pa Counts( 4lf thence SRecords o Monroe alone Cou Floridaormaly plyyse typestoof properties and sitor for adary distance of of 15 said lands to dthe South in Official of the Book s2862 at Page 1081 of Publicrd Records of atPag a County1of he xrang hmth the prove- Rrordstofo115.00 Cfeet tothd5omhwe t 573'53 said3"We lands described97 in Official to Records Book 28621 at Page for 1o[thePofbc menfirhe with the improve 160.50set Monroe County Florida'thence foradii0t"W for v.distance of l pent'feet to a p 6©065M1enceol a°d6Ace f 1a.i0meeeo[ Ie;' la well f 1o0.SOfenceN to a 3' 3'03"E thence a distanceof20.zdieet to pf int-8 feeet nce o aNI tetmgthence W distance"of for a Ger to ooint-00 n ton The Gcontemplating ye sale o, po57353'03" Mradiista"c for 1350 fen to a0AOfee mNpeI 6°06e7" fora d'Pac for a 50 distance of 98 porn n9a thenceNim- began perty after to theszleon SAance "W for a distance of 50 feet to a point'thence NI tance S1"W a distance acktoof ho 50 t of to Bea point thence reel of'0nd for a thesuffered property from the devastation n distance of 2.50 feet to a point-thence N16°06'S]"W fore distance of 32.00 feet back the Point of Beginning.Said teasel land con- it Hurricane Irma in tams 65 658.25 Souare Feet or 1 51 Acres,more or less. -BIZ "The storm did aloof damage out there and it took them some THE FISHERMEN'S HEALTH,MC.PROPERTY(Parcel B) time to recover and get back fully operational. I mink that the idea The Fishermen's Health,Inc.property is located at Overseas Highway,Marathon.Florida and has a parcel ID number of 00321730- of going through another storm 000000. The legal description is as follows- Lots A-4,B-4 and D-I4,of SOMBRERO SUBDIVISION NO.6,according to the Plat thereof like that just didn't appeal to them as recorded in Plat Book 2,Page 93,of the Public Records of Monroe County.Florida. anymore,"he added. Local residents had been upset TERMS AND CONDITIONS OF PROPOSED EXCHANGE when the new buyers tiled an application to change the rustic The County and Fishermen's Health,Inc agree to convey to each other title to their respective parcels by good and sufficient deeds,free camp area from itserrent Tier and clear of all liens and encumbrances,except that Parcel B will be encumbered by a restrictive covenant prohibiting the County or any One land designation to a Tier interest from developing or utilizing Parcel B for medical offices or medical related uses for a period of 15 years. Thee, believing it might be the Fishermen'ssHealth,Inc will pay off a sewer assessment lien on Parcel B in the amount of S7,981.82. Fishermen's Health,Inc.will pay start to the gatedde vacationpmem of a any and all documentary stamp fees required to be paid on both properties. The closing shall take place on the latter of thirty(30)days waterfront rental after the end of 120 day inspection period or after the County has completed its new library and vacated Parcel A,unless extended in community. writing by the panics.The closing on propertyachcontinent on simultaneous on the other as a Of the USPWSred property 6 closing Property Both properties are being and a commegmted Tier conveyed-as is"with respectto physical condition.is One, as ciel opera- tion after the trade of properties, Copies of the proposed Resolution and supporting documentation may be obtained from the County Nmmey's Office, 111112th Street, that designation no longer Suite 408,Key West,FL 33040 or online at imp:lmonroecountyfligm_.coMGtFmnseDetail Meeting.aspx"ID=113I applied,"said Maclaren .'Once it was decided that the ADA ASSISTANCE: If you a personcontact a disability who needs special accommodations to participate,coct poll 29244n, area didn't need a Tier change to between the hours ofe:30a.m.1 5:00p.m.,prior ro the scheduled meeting;if you are hearing or voice-impaired,call"112^. add the additional 'infrastructure. the request was dropped,' said Dated at Key West,Florida,this 30th day of December,2020. Mndaren. "Phis was simply a plan to add KEVIN MADOK,Clerk of the Circuit Court and utilities to what are currently dry c(SEAL) x officio Clerk of the Board of County Commissioners amp attractive toetaasft eregm R of Monroe County,Florida said w wider rannge off RV campers,"si MacLaren. Jaan15,2011 News-Barometer Nail NOTICE OF INTENT TO EXCHANGE COUNTY PROPERTY —MAPS NOTICE IS HEREBY GIVEN PURSUANT TO F.S.125.37 that the Board of County Commissioners of Monroe County.Florida shall from Page 5 meet on January 20,2021,at 9:00 am.at the Marathon Government Center,2798 Overseas Highway,Marathon,Florida,or as soon thereafter as may be heard to consider the adoption of a resolution authorizing the exchange of a portion of real property owned by vabOn Monroe County,Florida,located at 3251 Overseas Highway,Marathon,Florida(Parcel A)for real proper owned by Fishermen'sFlood insurancerated based Health,Inc,locatedOverseasHighway,Marathon,Florida(Parcel B). The purpose of the exchange vi N provide tar better on distance aboves base flood, health careand facilities for citizens oft Monroe County and to provide for additional office space for Constitutional Officers and with the best rates occurring at County Depanments plus-three feet. Due to COV ID precautions,the public can participate in the meeting via the Zoom platform by: But the new role maps have lowered the elevation of almost Telephone: Dial(646)518.9805 or(669)900,6833. When prompted,enter the Webinar ID#913 1016 8691 followed by eVN nroetlGvnrysubase Hood then key,then*9 to be recognized by the host when item is called elevations today are based on Video Conference via Zoom link' IntpImonroecounty-D_gov/BoceMeelin 1an20. date from nearly bet years ago. g FEMA spent the better part tof o When the bolt corer your email address and name. When the item is called,select the"Raise)Hand"feature hat ap three years updating Dec data r. pears at he bottom of the screen to be recognized by the host. what o was releasedca . in December. In s,property moved To report problems with the broadcast or participation in the Zoom wgbinvq please call(305)8R-8831. from the At asefl usually aboutabout eight ualyum flood,ormore VE COUNTY PROPERTY(Parcel A) usually ar feet or more. using Insurance carriers have been The County propene is he current Marathon branch librarywhich has a street address of 3251 Overseas Ili Away Marathon Florida and a sing the proposed flood data for portion of the parcel with ID number of 00102310-000000 The County intends to convey a portion of that properly(Parcel Al that has a asewyears cod ins rancehghe legal description as follows'A parcel of land loin Section 9 Township 66 South.Range 32 East Marathon Monroe County Stara of costr. of newflood insurancehhi , ym es'For some ground level homes, Florida.of way lineg om0feDareet.also known as by Marathon and nue s as accodioowsJe-redordehthtat of Sattheintersection bdiv of the Northeasterly the newr proposed the push right n Nat Book al Page 93 3olf althe oublicn ec Records sof roeue un Flogm the recorded olanefyomhrero Say lineofU,ision 0 High ay No thousands ofdrslnmNg . of Id n g aversea9HigwaPsaid Monroeointalsof Countythwst corer of the Southeasterlyrighto said way f Sofbr.r.Highway NFuMA is required rttogpo also1 knownceas Overseas E aHlone yh Southeasterly rlyieit ofMylieof said U. of Lot 91 accN . I for distance of 32.00 Sombrero to the Subdivision FEMAmpsinrcdmptauh- No 6 ofBBinning N)hearceof land theeiafer descrbed'hence Boccimi" continuing oS HiuhwavNe said Southeasterly feet ylieof rate beefs in le actuawopo- HighwaoNo. parceladist herof108ft0reet to the Northwest wN9corner ofthe lains ee the Sal wayRecordsvookt of 8 page pees twice before the corn- U.S. ofthe No_1 for rs of Merl 1 CaUO[eFuohe thence 51°0meroflM lands descnbed @bounlRecone (the 2862 atmom and appeals'tperiod done, des1iethe Public Rec Records s Book 82County P Florida'1heheeu1lic R'ec"rd along thea Southwesterly boundary frra doe ocehosaid lands and that hit is yet been done, desthe OfficialSouthwest heorneof thesBookdsd2ctbed ioflMcorsRecords2fMonme 1051 County FloridaPuscosaoirds of oonroe00 County tm although itmad it will the Southwest corner of the said lands described in Official Records Book 2862 at Page 1081 of the Public Records of Monroe County happen very cal nu Florida thence N73°53'03"E alone the Southeasterly boundary line of the said lands described in Official Records Book 2862 at Page Governmental l entities and po- +081 f he Public Rum&of Monroe county Florida for a distance of 100.00feet to the Southeast corner of the said lands described in vale individuals will have a Official Records Book 2862 at Page 1081 of the Public Records of Monroe County Florida'thence SI 60657"E along the Southwesterly chance nofter that,hl comment for boundary Ilne of the said lands described in Official Records nook 2862 al Pare 1081 of the Public Records of Monroe County Florida cocommen afterw e no appealsaccepted. or Is Cu ls for eo distance Monroe Co feett to the thence 57393 of the said lands deof 97.00 feet to Records Bek28606' Pape 1081 distance Public Monroe County officials have R160ordeof MonroeCouetny Fce lorida thence foraSdistt°W foof 8.28cfeeeofl point'thence aI&06'57'thence ol a°dlitancefor 7.i0taeeeof already lrng theh some of the po050 feetthento a ce 3't07 . a °Oa of 20. 0feettoe of t8 erset Inine thence d°0ane'of frodieettoe pint'tp@a to a assumptions innew been 573°point' '03"W for r a distance iista"c for 13.50distanceet oto aO W feet to point'&06'57'e aId for a 50 distance of as of trenn a N739 thence plain dmaps, but have been dJ4ance0of2. 0 to agent th feet 0a 6'5point: ormeNt of"W for a distance of 6 oo feet to a Point thenceid of't n coma them. by FEMA on each of ditains s 65 6l2ID feetFeel or thence Nsfi°o6re o for a distance of 3200 feet back to the Point of Beginning.Said parcel of land coo IhWe rafi565R25 Square Feet or 1.51 Acres more or less. WC missionBwM of County Commissionersfor THE FISHERMEN'S HEALTH,INC.PROPERTY(Parcel BI expected to authorize formal challenges to once plain map assumThe Fishermen's Health.Inc property is located at 2855 Overseas Highway,Marathon,Florida and has a parcel ID number of 00321730- period pensns the appeal 0(10000. The legal description is as follows: Lots A-4,B-4 and D.14,of SOMBRERO SUBDIVISION NO.6,according to the Plat thereof P opens. as recorded in Plat Book 2.Page 93,of the Public Records of Monroe County,Florida. For those propertieseflood who don't currently have B vo i In the best way toe sums consider- TERMSAND CONDITIONS OF PROPOSED EXCHANGE ably higherapremiums is to pur- chase The County and Fishermen's Health,Inc.agree to convey to each other title to their respective parcels by good and sufficient deeds.free Policiestexrsdie policy beige the and clear of all lien and encumbrances,except that Parcel B will be encumbered by a covenant prohibiting the County or any new flood plain maps offi- successors in immest from developing or utilizing Parcel B for medical offices or medical relatedu esfor a period of 15 years. cially ushered in, probably late Fishermen's Health.Inc.will pay off a sewer assessment lien on Parcel B In the amount of S7,981.82 Fishermen's Health,Inc.will pay 2022.will have rate protections any and all documentary stamp fees required to be paid on both properties. The closing shall take place on the latter of thirty(30)days limiting the premium increase to after the end of the 120 day inspection period or alter the County has completed its new library and vacated Parcel A,unless extended In 18 percent per year. writing by the parties.The closing on each property is contingent on simultaneous closing on the other property. Roth properties are being Thosebat increasesaccording Il continue conveyed"as is''with respect to physical condition. umNmetl_ according to FEMA officials. until the rates have Copies of the proposed Resolution and supporting documentation maybe obtained from the County Attorneys Office, reached -actuarially officials. how- Pt: 8 12th Street, ft nnuhow- Suitee 40a,Key West.FL 33p40 or online al'.bolo:ifmgnmemunryff.iqm-ceMCilizenslDetail Mttlmg.espxPIR1131 haveamountsevernot yet announced be ADA ASSISTANCE: Ifyore are a person with a disability who needs l accommodations to Havingwhat thosecualminwiy special participate, 92-q41. at should huuldnteoo means between the hours JB:Jda.m.-S:Uapm.,prior to the scheduled meeting;if you are hearing or voice-impaired,ra(('9II". that even ,tflood owner selln the tansf r. epolicy can Dated at Key West,Florida,this 30th day of December,2010. be transferredlapsto the new owner with no lapse in higher that KEV N MADOK,Clerk Comtmis wdlmga poliyelaps or ratey (SEAL) officiox Clerk of the Board of County Commissioners Shoreasould howevericy, lapse for why of Monroe County,Florida ben, and qNe old rate will be goneand the n rates will See MAPS on Page 15