Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Item X2
�s X.2 r`, County of Monroe �y,4 ' �, "tr, BOARD OF COUNTY COMMISSIONERS County �a� Mayor Michelle Coldiron,District 2 �1 nff `ll Mayor Pro Tem David Rice,District 4 -Ile Florida.Keys Craig Cates,District 1 Eddie Martinez,District 3 w � Holly Merrill Raschein,District 5 County Commission Meeting October 203, 2021 Agenda Item Number: X.2 Agenda Item Summary #9747 BULK ITEM: No DEPARTMENT: Waste Water TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292-4441 1:30 PM PUBLIC HEARING AGENDA ITEM WORDING: A Public Hearing to adopt a resolution approving an agreement with the Florida Keys Aqueduct Authority (FKAA) to transfer ownership of the County wastewater assets to FKAA including real property on which the assets are located and approval for the Mayor, Mayor Pro Tem or County Administrator to execute all documents required to implement the agreement. ITEM BACKGROUND: The resolution authorizes execution of the wastewater Asset Purchase Agreement upon approval of the agreement by the Florida Keys Aqueduct Authority (FKAA) at its late October 2021 meeting. The Asset Purchase Agreement transfers ownership to FKAA of all of the assets of the Big Coppitt Regional Wastewater system, the Cudjoe Regional Wastewater system, the Duck Key collection and transmission system, and the East and West Long Key collection and transmission system. From the date of the agreement FKAA will collect all future system development fees. The County will retain the revenue from system development fees assessed prior to the date of the agreement. The agreement also transfers the real property on which system assets are located with a clause reverting the ownership of real property to the County should the asset no longer be used for wastewater systems use. The Agreement also authorizes the County to enter into a bill of sale, easements, assignment and assumption agreements as necessary to assign easements acquired by the County for the system from the County to FKAA, and any other similar documents to effect the sale of the assets. The matter is heard in a public hearing to satisfy the requirements of F.S. 125.3401 and F.S. 125.38, which require the County to hold a public hearing prior to the sale of a wastewater utility or real property. PREVIOUS RELEVANT BOCC ACTION: 06 SEP 2005 BOCC /FKAA enter a general ILA on cooperation in development of wastewater Systems throughout unincorporated Monroe County 06 SEP 2005 BOCC /FKAA entered into a master lease in which the county would lease the necessary assets to FKAA for up to 99 years but retain ownership Packet Pg. 3976 X.2 CONTRACT/AGREEMENT CHANGES: Yes STAFF RECOMMENDATION: Approval. DOCUMENTATION: Resolution approving asset purchase FKAA final (10-1-2021) FKAA Wastewater System Asset Purchase Agreement 9.8.2021 Quitclaim Deed_Bill of Sale WW Utility System Assignment Assumption Agreement BPK FINANCIAL IMPACT: Effective Date: Upon approval Expiration Date: N/A Total Dollar Value of Contract: $1.00 Total Cost to County: None Current Year Portion: $1.00 Budgeted: N/A Source of Funds: N/A CPI: N/A Indirect Costs: staff time Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: Grant: N/A County Match: N/A Insurance Required: N/A Additional Details: N/A N/A REVIEWED BY: Kevin Wilson Completed 10/04/2021 1:46 PM Cynthia Hall Completed 10/04/2021 4:00 PM Purchasing Completed 10/04/2021 4:52 PM Budget and Finance Completed 10/05/2021 11:43 AM Maria Slavik Completed 10/05/2021 11:55 AM Liz Yongue Completed 10/05/2021 12:38 PM Board of County Commissioners Pending 10/20/2021 9:00 AM Packet Pg. 3977 X.2.ai RESOLUTION NO. - 2021 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, APPROVING THE SALE OF THE MONROE COUNTY WASTEWATER SYSTEM TO FLORIDA KEYS AQUEDUCT AUTHORITY; PROVIDING FOR CERTAIN y FINDINGS OF THE BOARD OF COUNTY COMMISSIONERS CONSISTENT WITH THE REQUIREMENTS OF SECTION 125.3401, FLORIDA STATUTES; APPROVING THE ASSET PURCHASE AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Monroe County (hereinafter "County") has the authority pursuant to F.S. 125.38, F.S. 125.3401, and its home rule powers, to determine when real or y personal property owned by the County is no longer needed for county purposes; and WHEREAS, Monroe County has the authority pursuant to F.S. 125.3401 and its c home rule powers, to determine that the sale of a wastewater utility is in the public interest; and WHEREAS, on 9/6/2005, Monroe County (hereinafter "County") and Florida Keys Aqueduct Authority (hereinafter "FKAX) (collectively, "the Parties") entered into an Interlocal Agreement (the "9/6/2005 ILA") for overall cooperation with regard to a wastewater system throughout the unincorporated areas of Monroe County ("System"), with the exception of(a)wastewater assets owned separately by FKAA and (b)the area covered by the Key Largo Wastewater Treatment District, which has its separate authority and responsibility for sewering that area; and WHEREAS, the 9/6/2005 ILA set forth the fact that Monroe County would be the owner of the land and infrastructure of the wastewater treatment system owned prior to, or acquired or constructed after execution of the 9/6/2005 ILA; that the County would y lease the necessary assets to the FKAA; and that the FKAA would be responsible for design, construction, operation and maintenance of the wastewater system once constructed; and WHEREAS, on 9/6/2005, the Parties also entered into a master lease ("Lease Agreement"), by which Monroe County, as owner of the System, would lease the necessary assets to FKAA for a period of not to exceed ninety-nine (99) years; and WHEREAS, substantial completion of the System has been achieved; and c WHEREAS, F.S. 125.3401 provides that a county may sell a water, sewer, or wastewater reuse utility only after the governing body of the county has held a hearing on the sale and has made a determination that the sale is in the public interest, after considering certain factors enumerated in the statute ("public interest factors"); and WHEREAS, F.S. 125.38 permits a political subdivision of the State of Florida to apply to the board of county commissioners for conveyance of real property owned 1 Packet Pg. 3978 X.2.ai by the county. If the board of county commissioners is satisfied that the property is required for such use and is not needed for county purposes, then the board may convey the property for a nominal price, regardless of the actual of such property, after a public hearing. The fact of the application, the purpose for which the property will be used, and the price shall be set forth in a resolution adopted by the board; and 0) WHEREAS, FKAA is a political subdivision of the State of Florida; and WHEREAS, the County believes that it is in the best interests of the County and the citizens of the County to sell the assets covered by this Agreement to FKAA, because the y sale of the assets to FKAA will consolidate the ownership of the assets under the entity best equipped to own and manage the wastewater utility; and WHEREAS, in accordance with F.S. 125.3401, the County published notice of the public hearing for adoption of this resolution in a newspaper of general circulation, which notice is attached as Exhibit B to this Resolution; and WHEREAS, FKAA, in reliance upon the representations, warranties and covenants of the County, desires to purchase and acquire from the County, and the County desires to sell, transfer and convey all of the Acquired Assets (defined below) including easements to FKAA as a going concern at Closing, and in connection therewith, FKAA has agreed to assume certain ongoing obligations and liabilities of the County, all on the terms and conditions set forth in this Agreement; and N WHEREAS, the Board desires to approve the sale and transfer of the Acquired Assets as that term is defined in the Asset Purchase Agreement and on the terms W indicated in the Asset Purchase Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, AS FOLLOWS: 1. The recitals set forth above are true, accurate, and deemed incorporated as though fully set forth herein. 2. The Board of County Commissioners hereby finds that the sale of the Acquired Assets to FKAA serves a public purpose, is in the public's interest, is to the public's benefit, and accordingly, is approved and authorized. FKAA ownership of the Acquired Assets will provide an opportunity for FKAA to: a. further develop a regional approach to the proper collection, treatment and disposal of wastewater; b. achieve economies of scale relative to utility operations, maintenance, customer service and management; c. provide current and future users of the Acquired Assets with cost efficient services at reasonable rates; z Packet Pg. 3979 X.2.ai d. ensure that the operation and maintenance of the Acquired Assets is done in a proactive and environmentally responsible manner; e. stabilize rates over the long term, reduce inefficient expansion and optimize public infrastructure capacity investments; N f. focus on the appropriate expansion and interconnection of existing y facilities and the construction of future facilities in a coordinated and uniform manner which ensures full regulatory compliance and improvements of environmental conditions in a fragile watershed area; and g. coordinate the expansion and extension of facilities in a manner consistent with local government comprehensive planning. 3. The Board makes the following legislative findings with respect to this transaction: a. FKAA has indicated a desire to accept the Acquired Assets for the 0. purpose of operating the central wastewater system in the unincorporated County. b. The Asset Purchase Agreement provides that the Acquired Assets will revert to the County should the assets not be necessary for the operation of the wastewater system. N c. The sale of the Acquired Assets to FKAA is in the public interest. FKAA has extensive knowledge of the system, having been the designer-builder- W operator under the terms of the Lease and multiple interlocal agreements with the County since 2005. The County has considered each of the factors from F.S. 125.3401, listed in Exhibit C to this Resolution. d. The sale of the Acquired Assets to FKAA serves a paramount public y purpose and is in the best interests of the health, safety, and welfare of the rate payers and inhabitants of the County served by the Acquired Assets. The Board authorizes the sale and transfer of the County property on the terms set forth in the Asset Purchase Agreement. y 4. The Asset Purchase Agreement is hereby approved in substantially the form attached hereto as Exhibit A. 5. The Mayor or, in the Mayor's absence, the Mayor Pro Tem, is hereby authorized to execute any and all documents related to the County's sale of the Acquired Assets on behalf of the Board of County Commissioners, including but not limited to a bill of sale, deeds, and any other necessary instruments. Monroe County staff is hereby authorized to perform any and all other lawful acts necessary to the closing of the sale. The Mayor and County Administrator are authorized to execute additional documents as necessary to transfer any and all assets of the system to FKAA, including but not limited to later-discovered assets not currently enumerated within the Asset Purchase Agreement. 3 Packet Pg. 3980 X.2.ai 6. The bill of sale and deeds shall be recorded in the Official Records of Monroe County. 7. This resolution is effective upon adoption by the Board of County Commissioners. 0 N PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of the Board held on October , 2021. Mayor Michelle Coldiron Mayor Pro Tern David Rice Commissioner Craig Cates Commissioner Mike Forster Commissioner Holly Merrill Raschein (Attest) BOARD OF COUNTY COMMISSIONERS 0. KEVIN MADOK, CLERK OF THE COURT OF MONROE COUNTY, FLORIDA 0 By: By: As Deputy Clerk Mayor c 4 Packet Pg. 3981 X.2.ai Exhibit A Asset Purchase Agreement 0 N 2 2 0 N N 2 c 5 Packet Pg. 3982 X.2.ai Exhibit B Proof of Publication 0 N 2 2 0 N CD CD c U 6 Packet Pg. 3983 X.2.ai Exhibit C Public Interest Statement Pursuant to Section 125.3401, Florida Statutes 0 N Pursuant to F.S. 125.3401, in reaching the decision to enter into the Asset Purchase y Agreement by which Monroe County will sell the wastewater system ("Wastewater System") in unincorporated Monroe County to Florida Keys Aqueduct Authority ("FKAX) (identified as "Acquired Assets" in the Asset Purchase Agreement), the County has considered, at a minimum, the following factors: (1) The most recent available income and expense statement for the utility. Attached are the pages from the Monroe County, Florida Comprehensive Annual 2 Financial Report ("CAFR") for the fiscal year ending September 30, 2020, for the Big Coppitt Wastewater Capital Project fund, Cudjoe Regional Wastewater System Capital Project Fund, Duck Key Wastewater Capital Project fund, and Long Key Wastewater Capital Project Fund. Reserves on hand are not being transferred to FKAA as part of this transaction. (2) The most recent available balance sheet for the utility, listing assets and liabilities and clearly showing the amount of contributions-in-aid-of-construction and the accumulated depreciation thereon. Please see (1), above. (3) A statement of the existing rate base of the utility for regulatory purposes. There is no existing rate base for the Wastewater System because Monroe County is not subject to the jurisdiction of the Florida Public Service Commission. The term If rate base," as referenced in Section 125.3401(3), Florida Statutes, applies only 2 to private, investor-owned utilities that are subject to the jurisdiction of the Florida Public Service Commission. (4) The physical condition of the utility facilities being purchased, sold, or subject to a wastewater facility privatization contract. 2 The Wastewater System consists primarily of wastewater treatment plants, lift stations, and pipes, casings, fitting, valves, and meters. The original cost was approximately $260 million. The age of the system ranges from less than one year to approximately 18 years depending on when the portion of the system was constructed. FKAA, as the designer-builder-operator of the system pursuant to the Lease Agreement between Monroe County and Florida Keys Aqueduct Authority dated September 6, 2005, as amended ('Lease Agreement"), and the Interlocal Agreement between Monroe County and Florida Keys Aqueduct Authority, also dated September 6, 2005, as amended Packet Pg. 3984 X.2.ai ("Interlocal Agreement"), is in the best position to determine the overall condition of the utilities facilities being purchased and sold in this transaction. (5) The reasonableness of the sales price and terms. F.S. 125.38 allows for the sale of a wastewater system by a county to another governmental entity for a nominal price. The nominal sales price in this instance ($1) is reasonable. Imposition of any higher price would simply put an unnecessary financial burden on FKAA's existing ratepaying customers. The nominal sales price will allow FKAA to conserve its financial assets for future necessary construction, repair, and y maintenance. The remainingterms of the Asset Purchase Agreement with respect to the sale and g p � purchase of the Wastewater System are consistent with those involving the sale of wastewater utilities between governmental entities. Therefore, they are considered reasonable. 76 (6) The impacts of the purchase, sale, or wastewater facility privatization contract on utility customers, both positive and negative. The impact of the contract and ultimately the sale of the Wastewater System on utility 0 customers is expected to be neutral or positive. By entering into the Lease Agreement and the Interlocal Agreement, Monroe County accomplished its primary purpose, which N was, to secure funding for the Wastewater System. It was necessary at the time for Monroe County to own the system so that it was able to obtain loans, use its infrastructure surtax monies, and collect and use non-ad valorem special assessments W to obtain the funds necessary to complete the wastewater projects. However, with construction on all wastewater projects complete or nearly complete, it is no longer necessary for the County to own the system. The County will continue to use infrastructure surtax monies and non-ad valorem special assessments to pay down long-term debt incurred in the construction of the system but the sale of the Wastewater System, as well as completion of the system, will allow the County to free up infrastructure surtax monies for other capital projects. The benefits of implementing the plan to transfer the system to the FKAA include: • Ownership by a public entity with a singular focus on water and wastewater utilities. 2 • Seasoned utility management and operational expertise. • Proven capabilities to carry out needed capital improvements when required. • Utility with resources to address capital needs not previously contemplated. 0 Existing utility customers will continue to receive wastewater services from FKAA on the same terms as currently exist. g Packet Pg. 3985 X.2.ai (7)(a) Any additional investment required and the ability and willingness of the purchaser, or the private firm under a wastewater facility privatization contract, to make that investment, whether the purchaser is the county or the entity purchasing the utility from the county. N The County is not aware of any capital expenditures required at this time. To the extent y that future investment is required, FKAA's enabling legislation grants to it, among other things, the authority to issue revenue bonds, collect and impose non-ad valorem assessments, and take other steps to borrow money, in addition to its continuing revenue stream from existing rates. Therefore, FKAA has the present and future financial capability necessary to make any required investments. — (8) The alternatives to the sale and the potential impact on utility customers if the sale of the Wastewater System is not made. The alternative to the sale would be that Monroe County would continue to own the Wastewater System. Continued ownership has no benefit to County citizens. > 2 0. (9)(a) The ability of the purchaser to provide and maintain high-quality and cost- effective utility service. FKAA has been in the business of operating sewer systems for more than 50 years. FKAA currently provides central wastewater services to seven regions of the Keys utilizing advanced technologies to maximize nutrient and pollutant removal from wastewater discharges. Four of the seven areas consist of systems owned by Monroe County, with the remainder owned as well as operated by FKAA. In two of the areas, W the effluent is further disinfected, allowing FKAA to provide valuable reclaimed water to the residents. FKAA employs not only professional engineers but also a professional operations and maintenance staff, which provides high quality and cost-effective service in accordance with applicable standards and practices. As required, its personnel have numerous certifications to operate the wastewater system as well as its water system. 2 c 9 Packet Pg. 3986 PREPARED BY: Cynthia L. Hall, Esq. Assistant County Attorney Monroe County Attorney's Office 1111 12th St., Suite 408 Key West, FL 33040 0 c N WHEN RECORDED, RETURN TO: Robert T. Feldman, Esq. Florida Keys Aqueduct Authority 1100 Kennedy Dr. Key West, FL 33040-4021 Parcel Identification Nos. 00122070-000700 and 00115410-000200 0 [Space above this line for Recorder's use] 76 QUITCLAIM DEED AND BILL OF SALE 0 THIS DEED, made this day of 2021, between MONROE COUNTY, FLORIDA,party of the first part(hereinafter referred to as "Grantor"), and the FLORIDA KEYS E AQUEDUCT AUTHORITY, its successors and assigns, party of the second part (hereinafter W referred to as "Grantee"). U' WITNESSETH: That said Grantor, for and in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration to said Grantor in hand paid by said Grantee,the receipt whereof is hereby acknowledged,has granted,bargained and sold to the said Grantee, and Grantee's heirs, successors U) and assigns forever, all rights, title and interest in the wastewater utility facilities and/or system(s) 0 or portion(s) thereof lying in, on, over and under the following described land, for operation, relocation, installation,repair and/or maintenance of said facilities, system(s)or portion(s)thereof, all situated and lying and being in Monroe County, Florida(the "Property"), to wit: E Exhibit A -- List of Acquired Assets Exhibit B -- List of Easements Being Conveyed Exhibit C — Sketch or other graphic representation that depicts the physical location of the utility systems being conveyed E Exhibit D —Legal Description of Real Property Being Conveyed Page 1 of 9 Packet Pg. 3987 SUBJECT, HOWEVER, TO THE FOLLOWING: 1. Zoning and other regulatory laws and ordinances imposed by governmental authority affecting the Property; and 2. Conditions, restrictions, limitations, easements, rights, licenses and any and all other matters of record,provided, however,that this provision shall not serve to reimpose any of 0 the same. For the purposes of this conveyance, the utility facilities, system(s) and/or portion(s) thereof conveyed herein shall not be deemed to convey any of the lands described in the above-referenced exhibits, with the exception of the items shown on Exhibit D. As to those items, title to the real property underlying the system is conveyed. TO HAVE AND TO HOLD the same unto the Grantee and its assigns, together with all and singular the appurtenances thereto belonging or in anywise appertaining and all the estate, right, title, interest, lien, equity and claim whatsoever of Grantor either in law or in equity, for the use, benefit and profit of the said Grantee forever. 0 IN WITNESS WHEREOF, Grantor has caused these presents to be executed in its name by its Board of County Commissioners acting by the Chair or Vice Chair by said board,the day and year 2 aforesaid. 0 (OFFICIAL SEAL) E ATTEST: Kevin Madok, CPA, Clerk MONROE COUNTY BOARD OF COUNTY y COMMISSIONERS U' By: By: As Deputy Clerk Mayor 4- 0 i Page 2 of 9 Packet Pg. 3988 Exhibit A List of Acquired Assets 1. Big Coppitt: a. Big Coppitt Wastewater Treatment Plant("WWTP"): Site Survey. Parcel "A" only is being conveyed. c 0 N b. Big Coppitt As-builts: y i. Big Coppitt Key WWTP_130469_4002-00. ii. Big Coppitt_Rockland_Force Main_Reclaimed_061052_Record by Others iii. Big Coppitt WW_Contract 1_4002-00_Record iv. Big Coppitt_WW_Contract 3_4002-00_Record v. Geiger Key_WW_Contract 2B_4002-00_2207-04_Record vi. Rockland Key_WW_Contract 2A-4002-00_Record vii. Shark Key_WW_Contract 4_4002-00_Record 0 2. Cudjoe Regional Wastewater System: E a. Cudjoe Regional WWTP: Survey with WWTP, deep well area, and additional 0) area that FKAA wants (gas point). The portion to be conveyed will not include U' access roads, easements (south side of property, also easement on main access road from Blimp Rd.), rest of portion of unused cell (which the County will keep for storm debris), or anything on the outside of the perimeter road. b. Cudjoe Regional Wastewater System As-builts (includes WWTP): Big Pine Key c Big Pine Key North_WW_4053-12_Record.pdf @i Big Pine Key South_WW 4053-12 Record.pdf BreezyPinesUpgrade_4071-17 Wastewater Recor Cudjoe 4053-12 OuterMPS E S-0292 LS Control Panel As-Builts 060216 S-0293 LS Control Panel As-Builts 060216 S-0294 LS Control Panel As-Builts 060216 S-0295 LS Control Panel As-Builts 060216 E Page 3 of 9 Packet Pg. 3989 Cudjoe AWRF 12071 Cudjoe Electrical As Builts Cudjoe Regional WWTP AWRF 4028-09 4051-12 Cudjoe East Cudjoe East 10 30 15 Cudjoe West Cudjoe West 11 16 15 Little Torch Little Torch(Full Set of Plan & Profiles 2016-01-15) Lower Sugarloaf Lower Sugarloaf KeyWW 4053-12 Record v, Middle Torch and Big Torch Middle Torch and Big Torch_4067-16_Record Middle Torch and Big Torch_Additional_4067-16_Record No Name Key No Name Key Wastewater_4068-15_Record Drawing c Pump Station Control Panels -All Islands WRT-DUPLEX-FKAA reduced approved 04122016 - Complete 0 WRT-Quad-FKAA reduced approved 04122016 - Complete WRT-Tri-FKAA reduced approved 04122016 - Complete Pump Stations Cudjoe Updated Ele. ABs 11 10 15 12103ab SugarLoaf 114 12103ab SugarLoaf 115 Ramrod Key Ramrod Key - Record Set_03-24-16 F Sugarloaf Key_Proj#12103 12103ab SugarLoaf Upper Sugarloaf Key WW-4052-12 Summerland Key US1 WM-WW 4- 0 Summerland Key WM AB's 6 23 15 = Summerland_Proj#12103-A1 @i Summerland Wastewater PDFs (1474S-P-P C-01 through C-131) (134 pdfs total) 160107 Electrical Lift Station Asbuilts 160114 - Summerland-Asbuilts Niles Road Fm Ab's 151208 Record Set of Summerland Wastewater a� Transmission Lower Sugarloaf to Upper Sugarloaf Transmission_4053-12_Record Ramrod to Big Pine_Transmission_4053-12_Record Summerland to Ramrod Transmission 4053-12 Record Upper Sugarloaf to Cudjoe Key_Transmission_4052-12_Record Page 4 of 9 Packet Pg. 3990 Venture Out 160921-Vout set c. BPK Main Pump Station. d. Lower Sugarloaf Pump Station: asset described in Quitclaim Deed from Florida c Department of Transportation to Monroe County dated 10-31-2011, recorded on u 11-14-2011 as Document 4 1858252, Monroe County OR 2542-183. e. Summerland Pump Station: asset described in Quitclaim Deed from Florida Department of Transportation to Monroe County dated 10-31-2011, recorded on 11-15-2011 as Document 41858251, Monroe County OR 2542-178. f. Upper Sugarloaf Pump Station: asset described in Quitclaim Deed from Florida Department of Transportation to Monroe County dated 10-31-2011, recorded on 11-15-2011 as Document 4 1858253, Monroe County OR 2542-188. 2 0 g. FKAA Service building (located on RE# 00111690-000000,with a street address of 30222 Drinka Ct., Big Pine Key). 2 3. Duck Key WWTP and Collection & Transmission System: As-builts: 0 a. Duck Key_WW Phase 1 &2_4007-00_Record b. Duck Key_WW-Phase 3_4007-00_Record c. Duck Key_WW_Phase 4,5 & 6_4007-00_Record d. Duck Key_WW_Phase 7_4007-00-Record e. Duck Key WWTP-Record 4. East& West Long Key Collection and Transmission System: As-builts: - a. Long Key_WW-4059-15-Record @i The Acquired Assets include all material Equipment and Machinery included in the Acquired Assets. Page 5 of 9 Packet Pg. 3991 Exhibit B List of Easements Being Conveyed 1. Easement Agreement dated 6-24-2005, from Rockland Investment Corporation, Inc. to Monroe County, recorded on 8-24-2005 as Document 4 1537827, OR 2148-20 ("Rockland Easement"). u- 0 2. Declaration of Easement dated 5-23-2008, from Utility Board of the City of Key West, Florida, to Monroe County and Clear Channel Broadcasting, Inc., recorded on 7-3-2008 as Document 4 1702554, OR 2369-2352 ("Cudjoe Blimp Road Easement"). 3. Easement dated March 11, 1985, from Monroe County, Florida to Florida Keys Broadcasting Corporation, recorded as Document 4 399161, OR 947-1677 ("Cudjoe South Easement"). 4. Easement to be created: from Cudjoe South Easement, running around rest of perimeter road, back to Cudjoe Blimp Road Easement("New Cudjoe Easement".) 5. Perpetual Easement dated September 16, 2013, from Florida Department of c 0 Transportation to Monroe County, regarding lift station on Big Pine Key, recorded on 10/7/2013 as Document 41952885, OR 2653-342 ('Big Pine Key Easement"). 0 4- 0 i Page 6 of 9 Packet Pg. 3992 Exhibit C Sketch or other graphic representation that depicts the physical location of the utility systems being_ c onveyed 0 kY� Duck Key cB 2 0 4- 0 I Page 7 of 9 Packet Pg. 3993 Exhibit D Legal Description of Real Property Being Conveyed Item 1(a)—Big Coppitt Wastewater Treatment Plant (a portion of Parcel ID No. 00122070-000700) 0 c Property Address: 123 Overseas Highway, Rockland Key, Florida n LEGAL DESCRIPTION -- OFFICIAL RECORDS BOOK 2127, PAGE 1242 PARCEL "A" A parcel of land lying in and being a part of Government Lot No. 7, Section 21, Township 67 South,Range 26 East,Rockland Key,Monroe County,Florida(also to be known as Tract 4, of the future map or plat entitled "Rockland Key Commerce Center" at the time of the recordation) and 2 said parcel being more particularly described as follows: 0 Commencing at the Southwest corner of the map or plat entitled "Rockland Village" as recorded 2 in Plat Book 4, Page 133, of the Public Records of Monroe County, Florida; thence North, along the Westerly limits of the said"Rockland Village", a distance of 29.30 feet to a point;thence West, 0 leaving the said Westerly limits, a distance of 1840.50 feet to the Northwest corner of the lands described in the Official Records Book 373, Page(s) 112 and 113 of the said public records of Monroe County, Florida; thence continuing West, a distance of 932.99 feet to a point hereinafter E to be known as the "Point of Beginning"; thence continuing West, a distance of 173.11 feet to a point; thence North, a distance of 340.74 feet to a point; thence East, a distance of 173.11 feet to a v) point;thence South, a distance of 340.74 feet back to the "Point of Beginning". Containing 58,966 square feet or 1.394 acres more or less. 4- 0 Item 2(a)— Cudjoe Wastewater Treatment Plant (a portion of Parcel ID No. 00115410-000200) i Property Address: 780 Blimp Rd., Cudjoe Key, Florida LEGAL DESCRIPTION -- 2 A tract of land located in Government Lot Eight(8), Section Nineteen (19), Township Sixty-Six (66)north, Range Twenty-Eight(28) East, Monroe county, State of Florida, and being more particularly described as follows, to-wit: Commence at the Southeast Corner of Government Lot Eight(8), Section Nineteen (19) Township Sixty-Six (66)North, Range Twenty-Eight(28) East, thence N 89°48'28" W along the South line of Said Government Lot Eight(8) for a distance of 440.50 feet to a Point; thence N 0091'32" E leaving said South line of Government Lot Eight(8) for a distance of 186.75 feet to the Point of Beginning; thence N 00°00'00" E for a distance of 60.00 feet to a point; thence N Page 8 of 9 Packet Pg. 3994 08°20'49" W for a distance of 125.00 feet to a point; thence N 21°16'47" W for a distance of 90.17 feet to a point; thence N 02°04'31" W for a distance of 47.15 feet to a point; thence N 04°24'49" E for a distance of 92.15 feet to a point; thence N 07°53'29" E for a distance of 61.17 feet to a point; thence N 01°32'38" W for a distance of 68.82 feet to a point; thence S 77°52'15" -� W for a distance of 70.42 feet to a point; thence S 89°39'01" W for a distance of 9.66 feet to a point; thence S 72°34'59" W for a distance of 46.55 feet to a point; thence N 73°59'27" W for a 0 distance of 18.90 feet to a point; thence N 87°48'25" W for a distance of 5.51 feet to a point; N thence S 79°20'47" W for a distance of 8.11 feet to a point; thence S 56°59'57" W for a distance of 93.77 feet to a point; thence S 56°25'51" W for a distance of 123.31 feet to a point of non- tangent curvature; thence along a curve to the left having a radius of 80.31 feet, a central angle of 53'55'11", a chord bearing of S 30°38'16" W, a chord length of 72.82 feet, for an arc length of 75.58 feet to a point; thence S 02°33'09" W for a distance of 37.39 feet to a point; thence S 00°55'46" W for a distance of 28.42 feet to a point; thence S 01°31'27" E for a distance of 56.55 feet to a point of non-tangent curvature; thence along a curve to the left having a radius of 41.58 feet, a central angle of 61°04'56", a chord bearing of S 45°38'36" E, a chord length of 42.26 feet, for an arc length of 44.33 feet to a point; thence S 81°47'16" R for a distance of 17.45 feet to a point; thence S 01°22'46" E for a distance of 22.56 feet to a point; thence S 04°26'35" E for a 2 distance of 21.62 feet to a point; thence N 89°48'05" E for a distance of 202.30 feet to a point; 0 thence S 00'11'55" E for a distance of 76.08 feet to a point; thence S 89°30'26" E for a distance of 111.46 feet to a point; thence S 00°00'00" E for a distance of 54.54 feet to a point; thence N 2 90°00'00" E for a distance of 50.00 feet back to the point of beginning. Said tract of land contains 3.21 acres, more or less. 0 4- 0 i Page 9 of 9 Packet Pg. 3995 X.2.d PREPARED BY: Cynthia L. Hall, Esq. Assistant County Attorney Monroe County Attorney's Office 1111 12th St., Suite 408 Key West, FL 33040 0 N WHEN RECORDED, RETURN TO: y Robert T. Feldman, Esq. Florida Keys Aqueduct Authority 1100 Kennedy Dr. Key West, FL 33040-4021 Parcel Identification Nos. 00122070-000700 and 00115410-000200 [Space above this line for Recorder's use] ASSIGNMENT AND ASSUMPTION AGREEMENT 0 This Assignment and Assumption Agreement(this "Assignment") is dated as of October 2021, and is made and entered into by and between MONROE COUNTY, �- FLORIDA, a political subdivision of the State of Florida ("Assignor"), and FLORIDA KEYS AQUEDUCT AUTHORITY, an independent special district and political T subdivision of the State of Florida ("Assignee"). Assignor and Assignee are referred to E herein individually as a "Party," and collectively as the "Parties." CD 2 WITNESSETH: 0 WHEREAS, Assignor and Assignee have entered into an Asset Purchase Agreement, E dated as of October , 2021 (the "APA"), pursuant to which Assignor has agreed to assign to Assignee all of its right, title and interest in and to certain easements necessary for the operation of the wastewater system ("System") defined in the APA, including that easement described in Schedule 1 attached hereto, and Assignee has agreed to assume all r- of the obligations of Assignor arising under the easement assigned to Assignee pursuant to this Assignment arising on and after the Effective Date; and WHEREAS, on September 16, 2013, the State of Florida Department of Transportation ("Grantor") granted to the Assignor a Perpetual Easement for the sole purpose of constructing, operating and maintain a wastewater lift station, over, under, upon and through land in Monroe County,Florida known as FDOT Parcel 5214 as otherwise shown on Schedule 1 and Exhibit A to this Assignment, both of which are incorporated by Page 1 of 6 Packet Pg. 3996 X.2.d reference as though fully set forth herein (the "Easement"); and WHEREAS, Assignor and Assignee desire to enter into this Assignment to effect such assignment and assumption, to memorialize the consent of the Grantor, and to provide notice to third parties of same by recording this Assignment in the Public Records of the counties in which the Easement was recorded. 0 NOW, THEREFORE,for good and valuable consideration,the receipt and adequacy of N which is hereby acknowledged, Assignor and Assignee agree as follows: y l. Definitions. All capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the APA. 2. Acceptance and Assumption. Subject to the terms and conditions of this Assignment and the APA, Assignor hereby assigns, transfers, sells, conveys and delivers to Assignee all of Assignor's right, title and interest in and to the Easement, and Assignee hereby assumes, and agrees to pay and perform and discharge when due, all of Assignor's obligations 0 under the Easement arising on and after the Effective Time other than costs associated with Assignor's exercise of its reserved rights as set forth in Section 3 of this Assignment. 0 3. Reverter. The Easement and any and all rights, title and interest conveyed via this Assignment are specifically conveyed from Assignor to Assignee for the specific purpose c of owning and operating the wastewater treatment system. The Easement and all rights, title and interest to the Easement shall immediately revert to the Assignor upon the failure of the CL Assignee to use the Easement for such purpose. Ca T 4. Recordation of Assignment. Assignor and Assignee shall take such action as is reasonably necessary to promptly record this Assignment in the Public Records of the counties 2 in the State of Florida where the Easements, or memoranda thereof, have been recorded. eat 5. Effective Time. This Assignment shall be effective as of the date and time last signed by both Parties. :5 Cn 6. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. C, 7. No Modification. This Assignment is made pursuant to, and is subject to the terms of, the APA. Notwithstanding anything to the contrary contained in this Assignment, nothing contained herein is intended to or shall be deemed to limit, restrict, modify, alter, E amend or otherwise change in any manner the rights and obligations of Assignor or Assignee under the APA, and in the event of any conflict between the terms and provisions hereof and the terms and provisions of the APA, the terms and provisions of the APA shall control. Assignee acknowledges that Assignor makes no representation or warranty with respect to this easement, any other easement, or Assumed Liabilities except as specifically set forth in the Page 2 of 6 Packet Pg. 3997 X.2.d APA. 8. Section Headings. The descriptive headings herein are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of this Assignment. 9. Governing Law, Venue, and No Jury Trial. c N (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida(without giving effect to conflict of law principles) as to all matters, including but not limited to matters of validity, construction, effect,performance and remedies. (b) That Parties hereto agree that venue in any and all actions and proceedings related to the subject matter of this Assignment shall be in the Circuit Court of the State of Florida in Monroe County, Florida, which court shall have exclusive jurisdiction for such purpose and the parties hereto irrevocably submit to the exclusive jurisdiction of such court and irrevocably waive the 2 defense of an inconvenient forum to the maintenance of any such action or proceeding. Service of process may be made in any manner recognized by such 0 court. 0 (c) Each of the parties hereto irrevocably waives its right to a jury trial with respect to any action or claim arising out of any dispute in connection with this agreement or the transactions contemplated hereby. This provision is a material inducement for the parties hereto to enter into this agreement, and T shall survive the closing. E [Signature Page Follows] ' C Page 3 of 6 Packet Pg. 3998 X.2.d IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be signed by their respective duly authorized officers as of the day and year first set forth above. ASSIGNOR: 0 N (OFFICIAL SEAL) ATTEST: Kevin Madok, CPA, Clerk MONROE COUNTY BOARD OF COUNTY COMMISSIONERS By: By: As Deputy Clerk Mayor Approved as to form and legal sufficiency: Monroe County Attorney's Office > 2 0 Assistant County Attorney c. ASSIGNEE: T (OFFICIAL SEAL) ATTEST: FLORIDA KEYS AQUEDUCT AUTHORITY o By: By: Secretary/Treasurer Chairman E Approved as to form and legal sufficiency: General Counsel's Office By: George B. Wallace Assistant General Counsel Page 4 of 6 Packet Pg. 3999 X.2.d Schedule 1 [Easement] 1. Perpetual Easement dated September 16, 2013, from Florida Department of Transportation to Monroe County, regarding lift station on Big Pine Key, recorded on -� 10/7/2013 as Document 41952885, OR 2653-342 ('Big Pine Key Easement"), as shown in Exhibit A to this Assignment. 0 c N 0 0 ca CL C Page 5 of 6 Packet Pg.4000 X.2.d CONSENT TO AND APPROVAL OF ASSIGNMENT The State of Florida Department of Transportation ("Grantor")hereby consents to the Assignment by and between Monroe County, Florida ("Assignor") and Florida Keys Aqueduct Authority ("Assignee"),pertaining to the transfer of the Perpetual Easement recorded on October 7, 2013 as -� Document 41952885, filed in the Official Records of Monroe County, Florida at Book 42653, Pages 4342 through 346 ("Easement"). 0 c This Consent is specifically conditioned upon the continued use of the Easement for the specific u purpose of owning and operating the central wastewater system. Consent to the assignment shall be immediately revoked and the Easement shall be extinguished upon the failure of the Assignee to use the Easement for such purpose. Grantor: State of Florida Department of Transportation — By: 0 Title: - 2 0 STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me by means of❑ physical presence or ❑ online notarization, this day of 2021 by (name of person). (Signature of Notary Public State of Florida) (NOTARY SEAL) r- (Name of Notary Typed, Printed, or Stamped) Personally Known OR Produced Identification Type of Identification Produced Page 6 of 6 Packet Pg.4001 ASSET PURCHASE AGREEMENT FOR THE WASTEWATER UTILITY By and Between MONROE COUNTY,FLORIDA (Seller) and FLORIDA KEYS AQUEDUCT AUTHORITY (Purchaser) Dated as of September 2021 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS .............................................................................................................. 5 ARTICLE IL TERMS OF PURCHASE AND ASSUMPTION OF LIABILITIES .......................... 9 Section 2.01. Purchase and Sale of Acquired Assets.......................................................................9 Section2.02. Excluded Assets..........................................................................................................10 Section 2.03. Sale Free of Liens.......................................................................................................10 Section 2.04. Assumption of Liabilities...........................................................................................10 Section 2.05. Subsequent Documentation.......................................................................................11 Section2.06. Reverter......................................................................................................................11 ARTICLE III. PURCHASE PRICE................................................................................................. 11 Section3.01. Purchase Price............................................................................................................11 Section 3.02. Fair Consideration.....................................................................................................11 Section 3.03. Working Capital; Collection of Accounts Receivable.............................................11 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE SELLER.......................... 12 Section4.01. Power...........................................................................................................................12 Section 4.02. Authorization and Validity of Agreement...............................................................12 Section 4.03. No Conflict or Violations...........................................................................................12 Section 4.04. Consents and Approvals............................................................................................13 Section 4.05. Environmental Compliance......................................................................................13 Section 4.06. Compliance with Law................................................................................................14 Section4.07. Litigation.....................................................................................................................14 Section 4.08. Title to the Acquired Assets and Related Matters..................................................14 Section 4.09. Broker's and Finder's Fees........................................................................................14 Section 4.10. Occupancy Agreements.............................................................................................15 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PURCHASER........................... 15 Section5.01. Entity...........................................................................................................................15 Section 5.02. Authorization and Validity of Agreement...............................................................15 Section 5.03. No Conflict or Violation ............................................................................................15 Section 5.04. Broker's and Finder's Fees........................................................................................15 ARTICLE VI. INDEMNIFICATION .............................................................................................. 17 Section6.01. Survival.......................................................................................................................17 Section 6.02. Indemnification by Seller..........................................................................................17 Section 6.03. Indemnification by Purchaser...................................................................................17 ARTICLEVII. CLOSING ............................................................................................................... 17 Section7.01. Closing Date................................................................................................................17 Section 7.02. Deliveries by Seller.....................................................................................................17 Section 7.03. Deliveries by Purchaser............................................................................................18 ARTICLE VIIL TERMINATION.................................................................................................... 18 Section 8.01. Events of Termination...............................................................................................18 Section 8.02. Effect of Termination.................................................................................................19 -2- ARTICLE IX. MISCELLANEOUS................................................................................................. 19 Section 9.01. Records of Purchaser. Purchaser............................................................................19 Section9.02. Public Access..............................................................................................................19 Section9.03. No Assignment............................................................................................................19 Section 9.04. Conflict of Interest/Non-Collusion..........................................................................19 Section9.05. Ethics Clause..............................................................................................................20 Section 9.06. Right of First Refusal.................................................................................................20 Section 9.07. Expenses; Brokers......................................................................................................20 Section9.08. Risk of Loss.................................................................................................................20 Section 9.09. Reasonable Efforts; Cooperation .............................................................................21 Section9.10. Notices.........................................................................................................................21 Section9.12. Headings......................................................................................................................22 Section9.13. Construction...............................................................................................................22 Section9.14. Severability.................................................................................................................22 Section 9.15. Entire Agreement.......................................................................................................23 Section9.16. Amendments...............................................................................................................23 Section 9.17. Parties in Interest.......................................................................................................23 Section 9.18. Successors and Assigns..............................................................................................23 Section 9.19. Governing Law; Jurisdiction....................................................................................23 Section9.20. Counterparts ..............................................................................................................23 SCHEDULES ...................................................................................................................................25 Schedule2.01 Acquired Assets............................................................................................................26 Schedule4.07 Litigation.......................................................................................................................29 Schedule 4.10 Scheduled Occupancy Agreements.............................................................................30 -3- ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement"), dated as of July , 2021 (the "Effective Date"), is made and entered into by and between Monroe County, Florida, a political subdivision of the State of Florida(hereinafter the"County" or the "Seller"), and Florida Keys Aqueduct Authority, an independent special district(hereinafter"FKAA" or the "Purchaser") (hereinafter collectively,the "Parties"). WITNESSETH: WHEREAS, on 9/6/2005, the Parties entered into an Interlocal Agreement(the "9/6/2005 ILA") for overall cooperation with regard to a wastewater system ("System") throughout the unincorporated areas of Monroe County, with the exception of (a) wastewater assets owned separately by FKAA and (b) the area covered by the Key Largo Wastewater Treatment District, which has its separate authority and responsibility for sewering that area; and WHEREAS, the 9/6/2005 ILA set forth the fact that Monroe County would be the owner of the land and infrastructure of the wastewater treatment system owned prior to, or acquired or constructed after execution of the 9/6/2005 ILA; that the County would lease the necessary assets to the FKAA; and that the FKAA would be responsible for design, construction, operation and maintenance of the wastewater system once constructed; and WHEREAS, since 9/6/2005, the County has exercised its authority pursuant to F.S. 125.01(1)(r) as well as F.S. 197.3632,to levy and collect special assessments in the System for the purposes of raising funds for system development fees, i.e., one-time charges assessed against properties to recover a proportional share of the costs of capital wastewater facilities assessed to each owner of a tax parcel; and WHEREAS, since 9/6/2005, the County has reimbursed FKAA for total design and construction costs for the System, in the amount of approximately $260 million to date; and WHEREAS,on 9/6/2005,the Parties also entered into a master lease("Lease Agreement"), by which Monroe County, as owner of the System, would lease the necessary assets to FKAA for a period of not to exceed ninety-nine (99)years; and WHEREAS, substantial completion of the System has been achieved; WHEREAS, the County has elected to sell the assets of the System; and WHEREAS, the real property and other assets listed in Exhibit A are necessary for the operation of the wastewater system; and WHEREAS,the County believes that it is in the best interests of the County, and the citizens of the County,to sell the assets covered by this Agreement to FKAA,because the sale of the assets to FKAA will consolidate the ownership of the assets under the entity best equipped to own and manage the wastewater utility; and WHEREAS, FKAA, in reliance upon the representations,warranties and covenants of the -4- County, desires to purchase and acquire from the County, and the County desires to sell, transfer and convey all of the Acquired Assets (defined below) to FKAA as a going concern at Closing, except for the Excluded Assets, and in connection therewith, FKAA has agreed to assume certain ongoing obligations and liabilities of the County, all on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual representations, warranties, covenants, and agreements herein contained and other consideration the receipt and sufficiency of which hereby are acknowledged, and intending to be legally bound, the Parties hereto agree as follows: ARTICLE I. DEFINITIONS In addition to the capitalized terms defined elsewhere in this Agreement, the following terms, as used in this Agreement and in all Related Agreements, shall have the meanings set forth in this Article L "Accounts Receivable" means all accounts and notes receivable, including but not limited to special assessments, rights to refunds, unbilled revenue (net of bad debt) and deposits of any kind of Seller, accrued by or on behalf of Seller in the operation of the System, to the extent constituting a current asset, outstanding as of the Closing Date. "Acquired Assets" has the meaning specified in Section 2.01. "Affiliate" means,with respect to Purchaser, a business entity of any form or other Person that controls or owns, is owned or controlled by, or is under common ownership or control with, Purchaser, and with respect to Seller, any department of the County. "Agreement" means this Asset Purchase Agreement and the Schedules and Exhibits attached hereto as they may be amended or modified in accordance with the applicable provisions hereof. "Assumed Liabilities" has the meaning specified in Section 2.04. "Business Day" means any day other than Saturday, Sunday, and any day on which commercial banks in Florida are authorized by Law to be closed. "Closing" means the consummation of the sale and purchase of the Acquired Assets in accordance with the terms and conditions of this Agreement as provided for in Section 7.01. "Closing Date" has the meaning specified in Section 7.01. "Closing Effective Time" has the meaning specified in Section 7.01. "Contracts" has the meaning specified in Section 4.17(a). "County" means Monroe County Florida. "Damages" means any and all losses, obligations, penalties, interest, damages, liabilities, -5- causes of action, judgments, actions, demands, claims, costs or expenses, including reasonable attorneys' fees sustained or incurred in investigating, preparing or defending any Claim. Notwithstanding the foregoing, Damages shall not include incidental damages, loss of profits or punitive damages, if any, unless the Parry seeking indemnification has had incidental damages, lost profits or punitive damages assessed or asserted against it by a third parry. "Effective Date" has the meaning specified in the Preamble. "Environmental Claims" means all formal investigations, warnings, notice letters, notices of violations, Liens, orders, claims, demands, suits or administrative or judicial actions for any injunctive relief, fines, penalties, or any damage, including, without limitation, natural resource damages, or environmental response costs arising out of an Environmental Condition and/or pursuant to Environmental Laws, including such claims arising from the exposure of persons to Hazardous Materials at the work place or the exposure of persons or property to Hazardous Materials migrating or otherwise emanating from, to, or located at, under or on the Real Property. "Environmental Conditions" means the (i) state of the environment, including natural resources (e.g., flora and fauna), soil, surface water, ground water, any present drinking water supply, subsurface strata or ambient air, relating to or arising out of the use, handling, storage, treatment, recycling, generating, transportation, spilling, leaking, pumping, pouring, injecting, emptying, discharging, emitting, escaping, leaching, dumping, disposal, release, or threatened release of Hazardous Materials and (ii) any repair, replacement, retrofit, or activity, required to be completed, performed, remediated or corrected on the Real Property and Acquired Assets, in either case, as necessary to bring the properties into compliance with all applicable Laws or Environmental Laws, and in either case, which is reasonably expected to result in or does result in an Environmental Claim. "Environmental Laws" means all Laws relating to human health, pollution, or protection of the environment (including ambient air, surface water, ground water, land surface or surface strata), including (i) Laws relating to Releases, or threatened Releases of Hazardous Materials, (ii) Laws relating to the identification, generation, manufacture, processing, distribution, use, treatment, storage, disposal, recovery, transport or other handling of Hazardous Materials, (iii) Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"); the Toxic Substances Control Act, as amended; the Hazardous Materials Transportation Act, as amended; the Resource Conservation and Recovery Act ("RCRA"); the Clean Water Act, as amended; the Safe Drinking Water Act, as amended; the Clean Air Act, as amended; and (iv) all analogous Laws promulgated or issued by any state Governmental Authority. "EPA" means the United States Environmental Protection Agency. "Equipment and Machinery" means (i) all the equipment, tangible personal property, machinery, office furniture and equipment, fixtures, tooling, spare maintenance or replacement parts and vehicles owned or leased by Seller (including all leases of such property), which are used, necessary or important in the operation of the System; (ii) any rights of Seller to warranties applicable to the foregoing (to the extent assignable), and licenses received from manufacturers and seller of any such item; and (iii) any related claims, credits, and rights of recovery with respect thereto. -6- "Excluded Assets" has the meaning specified in Section 2.02. "Excluded Liability" or "Excluded Liabilities" means, notwithstanding any provision in this Agreement to the contrary,those obligations or liabilities: (a) constituting Seller's trade payables; (b) related to any of the Excluded Assets; or (c) Seller's Bonds and Notes. "Files and Records" means all files and records of Seller relating to the System, whether in hard copy or magnetic or other format including manuals, books, files, records, engineering data, procedures, systems, instructions, drawings, blueprints, plans, designs, specifications, equipment lists, parts lists, equipment maintenance records, equipment warranty information, plant plans, specifications and drawings, and computer software. "Governmental Authority" means any court, department, commission, board, bureau, municipality, agency or instrumentality of the United States, any state, county, Seller or political subdivision thereof, or any foreign governmental body, including without limitation, the EPA and Florida Department of Environmental Protection ("FDEP"). "Hazardous Materials" mean (i) any substance that is defined as a "hazardous substance," "hazardous waste," "hazardous material," pollutant, or contaminant under Environmental Laws ; (ii) petroleum (including crude oil and any fraction thereof); (iii) any natural or synthetic gas (whether in liquid or gaseous state); (iv) polychlorinated biphenyls ("PCBs") and PCB-containing equipment, (v) pesticides, (vi) explosives, flammables, corrosives and (ix) substances that are regulated by, or may form the basis of liability under, any Environmental Law and includes the meanings of all such terms in or under any Environmental Law. "Law" means any law, statute, regulation, ordinance, rule, order,judicial, administrative and regulatory decree, judgment, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any Governmental Authority, as may be in effect at the relevant time or times in the context in which the term is used. "Liens" means all liabilities, obligations, claims, security interests, leases, liens, mortgages, deeds of trust, pledges, rights of first refusal, encroachments, rights of third parties, charges, options, conditional sales or other title retention agreements, UCC-1 financing statements, licenses, rights of way, easements, encumbrances, restrictions, covenants, rights and defects in title of any nature whatsoever, including, without limitation, any restriction on use, transfer, receipt of income, or exercise of any other attribute of ownership. "Material Adverse Effect" means any event, change, fact, condition, occurrence or circumstance that either individually or in the aggregate, has had or could reasonably be expected to have a materially adverse effect on the condition of the Acquired Assets,the business, financial condition, results of operations or other aspects of the System, taken as a whole, but excluding -7- any effect to the extent arising from any one or more of the following: (i) any act or omission of Seller that is conducted with the prior written consent of Purchaser following Seller's disclosure to Purchaser of relevant, material facts or that is expressly authorized by the terms of this Agreement; (ii) any costs or expenses incurred or accrued in connection with the transactions as contemplated by this Agreement (except to the extent constituting an Assumed Liability or relating to or constituting a breach of any representation or warranty hereunder); or (iii) any such change, effect or circumstance resulting solely from the announcement of this Agreement. "Occupancy Agreements" has the meaning specified in Section 4.10. "Outside Date" means one (1)year from the Effective Date. "Real Property" means fixed property, including land and improvements, as shown in Schedule 2.01. "Party" means Purchaser or Seller and the term "Parties" means collectively Purchaser and Seller. "Person" means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, or unincorporated organization, or any governmental agency, officer, department, commission, board, bureau, or instrumentality thereof. "Purchase Price" has the meaning specified in Section 3.01. "Purchaser" means the Florida Keys Aqueduct Authority, as specified in the Preamble to this Agreement. "Purchaser Indemnified Persons" has the meaning specified in Section 6.02. "RCRA" means the Resource Conservation and Recovery Act, as amended. "Real Property" means fixed property, including land and improvements thereon, as shown on Schedule 2.01. "Related Agreements" means all agreements, instruments, ordinances, and other documents contemplated by or executed, delivered or performed pursuant to this Agreement. "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment of Hazardous Materials. "Reserved Rights" means title to public rights-of-way except for any subsurface occupancies or improvements used in the operation of the System. "Scheduled Occupancy Agreements" has the meaning specified in Section 4.10. "Seller" means Monroe County, as specified in the Preamble of this Agreement. -8- "Seller's Indemnified Persons" has the meaning specified in Section 6.02. "Supplies" means all the lubricants, spare parts, fuel, chemicals, raw materials, and other supplies owned by Seller or to which Seller may have rights, which are used, necessary or important in the operation of the System and related to the System, and all rights of Seller to warranties received from their suppliers with respect to the foregoing (to the extent assignable) and related claims, credits and rights of recovery with respect thereto. "System" has the meaning specified in the recitals to this Agreement. The term "System" as used herein means the System as a whole and does not mean any particular asset constituting part of the System. "Systems" has the meaning specified in the recitals to this Agreement. "Tax" or "Taxes" means all federal, state, and local employment taxes, unemployment taxes, and sales and use taxes, if any, imposed upon a Person (including all taxes or payments in lieu of taxes which a Person is required to collect and/or pay over to any government), and all related additions to tax, penalties or interest thereon. For the avoidance of doubt, "Tax" or "Taxes" includes, without limitation, all federal, state and local income taxes and property taxes. "Trade Payables" means any current liability representing an amount owed by Seller in respect of the System, whether arising from the purchase of merchandise, materials, Supplies or services, payments to Employees, any damages the nature of which relates to failure to pay or perform any Trade Payable, and all other amounts typically deemed current liabilities, in each case to the extent constituting a current liability, outstanding as of the Closing Date. "Unscheduled Occupancy Agreements" has the meaning specified in Section 4.10. "Working Capital" has the meaning specified in Section 3.03(a). ARTICLE II. TERMS OF PURCHASE AND ASSUMPTION OF LIABILITIES Section 2.01. Purchase and Sale of Acquired Assets. With the exception of the Excluded Assets, subject to the terms and conditions set forth in this Agreement, at Closing, Purchaser shall purchase from the Seller, and the Seller shall sell, transfer, assign and deliver to Purchaser, free and clear of all Liens, all of the right, title and interest of the Seller in, to and under all of the assets, properties and rights of the Seller listed in Schedule 2.01 to this Agreement, to the extent such assets, properties and rights exist as of the Closing Date and are used, necessary or important in the operation of the System (whether or not any such asset(s) have any value for accounting purposes or are carried or reflected on the books or financial statements of the Seller) (the assets to be conveyed collectively referred to as the "Acquired Assets"), including without limitation,the following: (a) all real and personal property interests owned or licensed by Seller as shown on Schedule 2.01 to this Agreement, including without limitation, all personal property, fixtures, equipment and fixed assets owned, licensed or leased by Seller, including, without limitation, Equipment and Machinery, system pipes, auxiliary equipment and plant equipment; -9- (b) Seller's other intangible assets, including, without limitation, warranties and guarantees; and (c) the System as a going concern. To the Knowledge of Seller, any and all Equipment and Machinery included within Acquired Assets are in good operating condition and repair, with the exception of ordinary wear and tear. Section 2.02. Excluded Assets. Other than the Acquired Assets subject to Section 2.01, Purchaser expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning any other assets or properties of Seller, and all such other assets and properties shall be excluded from the Acquired Assets (the "Excluded Assets"). Excluded Assets include the following assets and properties of Seller: (a) cash, cash equivalents and invested funds of the Seller or any of the Seller's Affiliates representing the unexpended bond and loan proceeds related to the System, capital improvement fund balances, special assessments by whatever name known (e.g., system development fees) for properties placed on the Seller's assessment rolls prior to or up to the Closing Date, reserves for the System, and plus investment earnings on the above; (b) insurance policies providing any form of coverage for the System, including but not limited to general liability,property damage, wind, storm and flood coverage; and (c) all assets, properties and rights used by the Seller which are not used, necessary or important in the operation of the System; and (d) unexpended construction advances. The Parties recognize that funds have been advanced by the County to FKAA for draws or advance payments to fund design and construction costs of one or more wastewater systems pursuant to interlocal agreements between the Parties, subject to requests for reimbursement from FKAA upon submission of documentation of previous expenditures. Any leftover amounts after the final reconciliation and closeout of ongoing construction projects will be repaid to the Seller, and these unexpended construction advances shall be part of Excluded Assets. Section 2.03. Sale Free of Liens. The Acquired Assets sold, conveyed, transferred, assigned, and delivered by Seller to Purchaser, as herein provided, are and shall be as of the Closing, free and clear of all Liens. Such Acquired Assets shall be conveyed by appropriate deeds, bills of sale, endorsements, leases, security interests, pledges, assignments and other instruments of transfer and conveyance described herein, and if not expressly described herein, then by transfer documents satisfactory in form and substance to Purchaser and Seller and their counsel in their reasonable discretion. Section 2.04. Assumption of Liabilities. Subject to the terms and conditions set forth in this Agreement and excluding the Excluded Liabilities, and subject to the limitations in F.S. 768.28 but without waiving any further protections of sovereign immunity, Purchaser shall assume and agree to pay, perform and discharge when due any and all liabilities and obligations of the Seller arising out of or relating to the System or the Acquired Assets on or after the Closing, including, without limitation, the following (collectively, the "Assumed Liabilities"): -10- (a) any litigation initiated against Seller after the Closing Date related to the System or the Acquired Assets resulting from events or conditions caused by Purchaser that occur after the Closing Date; and (b) all other liabilities and obligations arising out of or relating to Purchaser's ownership or operation of the System and the Acquired Assets on or after the Closing. Section 2.05. Subsequent Documentation. At any time and from time to time after the Closing Date, Seller shall, upon the request of Purchaser, and Purchaser shall, upon the request of Seller, promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such other instruments of conveyance and transfer and other documents, and perform or cause to be performed such further acts, as may be reasonably required to evidence or effectuate, or more fully evidence or effectuate, (a)the sale, conveyance, transfer, assignment and delivery hereunder of the Acquired Assets to Purchaser; (b)performance by the Parties of any of their other respective obligations under this Agreement or the Related Agreements; and (c) any other matters reasonably requested by a Party to carry out the provisions, purposes and intent of this Agreement or the Related Agreements. Section 2.06. Reverter. The Assets conveyed via this Agreement are specifically conveyed from Seller to Purchaser for the specific purpose of owning and operating the wastewater treatment system. Title and property rights to the property shall revert to the Seller immediately upon the failure of the Purchaser to use said real property for such purpose. ARTICLE III. PURCHASE PRICE Section 3.01. Purchase Price. Subject to the terms and conditions, including adjustments, set forth in this Agreement, the aggregate purchase price for the Acquired Assets shall be one dollar($1.00), cash payment paid at Closing Date from immediately available funds. Section 3.02. Fair Consideration. The Parties acknowledge and agree that the consideration provided for in this Article III represents fair consideration and reasonable equivalent value for the sale and transfer of the Acquired Assets and the transactions, covenants and agreements set forth in this Agreement, which consideration was agreed upon as the result of arm's-length, good faith negotiations between the Parties and their respective representatives. Section 3.03. Working Capital; Collection of Accounts Receivable. (a) For the avoidance of doubt, the Parties intend that the Purchaser shall provide its own Working Capital to operate the System after Closing and that Seller will retain rights to all Accounts Receivable collected prior to Closing Date. As used herein, the term "Working Capital" shall mean normal and customary working capital consisting of current assets less current liabilities. (b) The Seller shall continue to collect and keep all special assessments on properties already listed on an assessment roll of the County prior to the Closing Date ("Assessed Properties"), for the remainder of the assessment periods covered by the County's assessment -11- resolutions. At the time of the Closing, the County shall deliver a list of the Assessed Properties to the Seller. After the Closing Date, Purchaser will assess and collect assessments for (a) any new properties not contained on the Seller's assessment roll and (b) any Assessed Properties expanding use of the property that increases the number of EDUs assigned. ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE SELLER Seller makes only the representations and warranties which are set forth in this Article. Purchaser acknowledges that it has conducted an independent investigation of the financial condition, assets, liabilities, properties, and projected operations of the System in making its determination as to the propriety of the transaction contemplated by this Agreement and, in entering into this Agreement and Related Agreements, has relied solely on the results of the investigation and on the representations and warranties of Seller expressly contained in Article IV of this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE RELATED AGREEMENTS, THE SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER, INCLUDING ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION OR VALUE OF ANY OF THE ASSETS OF THE SYSTEM OR THE FUTURE PROFITABILITY OR FUTURE EARNINGS PERFORMANCE OF THE SYSTEM. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. Seller represents and warrants to Purchaser that the statements contained in this Article IV are true and correct as of the date hereof. Section 4.01. Power. Seller has all requisite power and authority to own and lease the Acquired Assets and the System as operated on the Effective Date, to sell and transfer in the manner described herein the Acquired Assets and powers described herein to Purchaser and to enter into, execute and deliver this Agreement. Section 4.02. Authorization and Validity of Agreement. The execution and delivery of this Agreement and the Related Agreements by Seller and the consummation by Seller of the transactions contemplated by this Agreement and the Related Agreements have been duly and validly authorized by all necessary or proper action on the part of Seller and no other proceedings on the part of Seller are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions. Section 4.03. No Conflict or Violations. The execution, delivery and performance of this Agreement, and the sale of the System, by Seller does not and shall not: (a) violate any material provision of Law applicable to Seller or the System; (b) in any material respect, violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, mortgage, security agreement, license, consent order, indenture or other instrument or obligation to which Seller is a party, or by which its assets or properties may be bound; or (c) result in the imposition of any Liens or material restrictions on either of the System or any of the Acquired Assets. -12- Section 4.04. Consents and Approvals. The Seller is unaware of any necessary consents or approvals other than approval of the Board of County Commissioners and the Board of the Florida Keys Aqueduct Authority to the transaction,both of which shall have been received prior to execution of this Agreement. Section 4.05. Environmental Compliance. (a) Seller's uses and operations of any Real Property comply in all material respects with Environmental Laws. (b) Seller has not generated, manufactured, used, transported, treated, stored, handled, disposed or offered for disposal, transferred, processed or otherwise handled any Hazardous Materials on the Real Property except in material compliance with all applicable Environmental Laws. Seller has not received any written notice that it is liable under CERCLA or RCRA for the Release or threatened Release of a Hazardous Substance, or any analogous Environmental Law that addresses the Release or threatened Release of Hazardous Substances in respect of any operations now conducted by Seller. To the Knowledge of Seller, no previous owner or tenant of the Real Property has Released any Hazardous Materials into, upon, or from any Real Property or into or upon the soil, ground or surface water thereof, except in material compliance with all applicable Environmental Laws, nor has any previous owner or tenant of the Real Property violated any Environmental Laws with respect to the Real Property, in either case in a manner that would reasonably be expected to result in an Environmental Claim. (c) Seller has not received any written notice of any pending, nor to the Knowledge of Seller is there any threatened, formal investigation, notice of violation, Lien, order, claim, suit or administrative or judicial action for any injunctive relief, fines, penalties from any Governmental Authority relating to Seller's alleged violation of any Environmental Laws that either has not been resolved to the satisfaction of the Governmental Authority or that would reasonably be expected to result in an Environmental Claim. (d) Seller has not received any written notice of any pending, nor to the Knowledge of Seller is there any threatened, claim, demand, suit, judgement, or judicial proceeding that Seller is or may be liable to any Person or Governmental Authority as a result of a Release or threatened Release of any Hazardous Materials from or onto any Real Property or the real property of any Person. Seller has no written agreement with or written commitments to, and to the Knowledge of the Seller, has made no binding oral commitments to, any Governmental Authority relating to the investigation or remediation of any Hazardous Materials at any Real Property or real property of any Person. (e) To the Knowledge of the Seller, there are no storage tanks, underground or otherwise(whether or not out of service, closed or decommissioned), currently located on the Real Property other than in material compliance with applicable Environmental Laws, and no Governmental Authority has conducted any audits, assessments, tests or other reviews in connection with such storage tanks that, to the Knowledge of the Seller, have not been resolved to the satisfaction of the Governmental Authority. (f) Except to the extent otherwise expressly mutually agreed in writing by the Parties, Seller has delivered to Purchaser all audits, tests, reports, or other reviews, including Phase I and -13- Phase 11 environmental assessments or subsurface investigations conducted on the Real Property which relate to environmental impact performed by or on behalf of Seller that are in the possession of Seller or of any agent, consultant or other service provider of Seller. (g) Except as set forth on Schedule 4.14(g), to the Knowledge of the Seller, Seller has not Released any Hazardous Material on or from any Real Property or at any geologically or hydrologically adjoining property, nor are any Hazardous Materials present on or in the ambient air, surface water, ground water, land surface or surface strata at any Real Property, including from any Hazardous Materials contained in barrels, aboveground or underground storage tanks, landfills, land deposits, dumps, equipment(whether movable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or any other part of the Real Property or such adjoining property, or incorporated into any structure therein or thereon, except in each case (1) in material compliance with Environmental Laws; or (2) when resulting from acts authorized by, or in material compliance with an Environmental Permit. As between Section 4.18 and this Section 4.14, the representations and warranties in Sections 4.07, 4.24 and this Section 4.14 shall control and be exclusive as to compliance with Laws relating to employees and labor relations. Section 4.06. Compliance with Law. The System is in material compliance with all applicable Laws. Seller is not in material violation of any Law applicable to the System, its Employees or any of the Acquired Assets, nor is Seller aware that any factual circumstances are reasonably likely to result in such violation. Section 4.07. Litigation. Except as set forth on Schedule 4.07, (a) there are no claims, actions, suits, proceedings, arbitral actions or investigations pending or, to the Knowledge of Seller, threatened against Seller with respect to the System or any of the Acquired Assets before or by any Governmental Authority; and (b)there are no unsatisfied judgments of any kind against Seller with respect to the System or the Acquired Assets. Section 4.08. Title to the Acquired Assets and Related Matters. Seller has good and marketable title to all of the Acquired Assets owned by Seller, free and clear of all Liens. Seller has complete and unrestricted power and the right to sell, convey, assign, transfer and deliver the Acquired Assets in the manner described herein, and the deeds and other instruments of assignment and transfer to be executed and delivered by Seller to Purchaser at the Closing, subject to the approvals and consents required to consummate the transactions contemplated by this Agreement. Such deeds and other instruments of assignment and transfer will be valid and binding obligations of Seller, enforceable in accordance with their respective terms. All consents necessary to consummate the transactions contemplated by this Agreement have been obtained, or will be obtained on or prior to and be in effect as of the Closing Date, and are or will be when obtained valid and binding upon the Persons giving the same. The Acquired Assets include all properties and assets (real, personal and mixed, tangible and intangible, and all leases, licenses and other agreements) necessary to permit Purchaser to carry on the operation of the System subsequent to the Closing in substantially the manner conducted by Seller. Section 4.09. Broker's and Finder's Fees. No broker, finder, or Person is entitled to any commission or finder's fee by reason of any agreement or action of Seller in connection with this Agreement or the transactions contemplated by this Agreement. Seller agrees to pay when due the fees and expenses of its own financial and technical advisors. -14- Section 4.10. Occupancy Agreements. Schedule 4.10 contains a list of all easements, licenses, use agreements and other occupancy agreements for real property granted by third parties to Seller that are Known to Seller and are used or expected to be used in the operation of the System (the "Scheduled Occupancy Agreements"). Seller has made available true and complete copies of all Scheduled Occupancy Agreements to Purchaser. To Seller's Knowledge, Seller is not in breach of or in default under the Scheduled Occupancy Agreements (for which applicable notices have been delivered and cure periods have elapsed) and no party to any Scheduled Occupancy Agreements has given Seller written notice of or made a claim with respect to any breach or default thereunder, nor is Seller aware of any condition that currently exists or with the passage of time will result in a default or breach by any party to a Scheduled Occupancy Agreement. ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser makes only the representations and warranties which are set forth in this Article V. Any disclosure set forth on any particular schedule of the Disclosure Schedules shall be deemed disclosure in reference to all schedules comprising the Disclosure Schedules to which such disclosure is clearly applicable based solely upon such disclosure. As a material inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser hereby represents and warrants to Seller as follows: Section 5.01. Entity. Purchaser is an independent special district and political subdivision of the State of Florida, and has all requisite power and authority to own, lease and operate the Acquired Assets and the System and to perform its obligations hereunder. Section 5.02. Authorization and Validity of Agreement. Purchaser has all requisite power and authority to execute and deliver this Agreement and all Related Agreements. The execution and delivery of this Agreement and the Related Agreements, the performance of the obligations of Purchaser hereunder and the consummation by Purchaser of the transactions contemplated by this Agreement and the Related Agreements have been duly and validly authorized by all necessary action of the Purchaser's Board and no other proceeding on the part of Purchaser is necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms and conditions. Section 5.03. No Conflict or Violation. The execution, delivery and performance of this Agreement by Purchaser upon satisfaction of the conditions set forth herein do not and shall not: (a) violate or conflict with any provision of any governing document of Purchaser; (b) violate any provision of Law, or any order,judgment or decree of any court or other Governmental Authority; or (c) violate or result in a breach of, or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, debenture, security agreement, indenture or other agreement or instrument to which Purchaser is a party or by which it is bound or to which any of its properties or assets is subject. Section 5.04. Broker's and Finder's Fees. No broker, finder or other Person is -15- entitled to any commission or finder's fee in connection with this Agreement or the transactions contemplated by this Agreement. Purchaser agrees to pay when due the fees and expenses of its financial and technical advisors. -16- ARTICLE VI. INDEMNIFICATION Section 6.01. Survival. All representations and warranties contained in this Agreement shall survive for a period of eighteen (18) months after the execution, delivery and performance of this Agreement, notwithstanding any investigation conducted at any time, except that: (a) representations and warranties made in any of Section 4.07 (Tax Matters), Section 4.12 (Employee Benefit Plans) and 4.14 (Environmental Compliance) shall survive until the expiration of the statutory period of limitations applicable to the subject matter addressed in each Section; and (b) representations and warranties made in Section 4.01 (Power), Section 4.02 (Authorization and Validity of Agreement), the second sentence of Section 4.08 (Title to Real Property), Section 5.02 (Authorization and Validity of Agreement) and Section 4.20 (Title to Acquired Assets)will not expire. Section 6.02. Indemnification by Seller. To the maximum extent permitted by applicable Law, Seller agrees to indemnify, defend and hold harmless Purchaser and its successors and Affiliates, and their respective employees, officers, directors, trustees and agents (the "Purchaser Indemnified Persons"), from and against any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out of any of Seller's obligations under this Agreement. Section 6.03. Indemnification by Purchaser. To the maximum extent permitted by applicable Law, Purchaser agrees to indemnify, defend and hold harmless Seller and its successors and Affiliates and their respective employees, officers, directors, trustees and agents (the "Seller's Indemnified Persons") from and against any and all actions, suits, investigations, proceedings, demands, assessments, audits and judgments arising out any of Purchaser's obligations under this Agreement. ARTICLE VII. CLOSING Section 7.01. Closing Date. The Closing shall take place at the offices of the Monroe County Attorney, 1111 12th St., Suite 408, Key West Florida 33040, at 10:00 a.m. eastern standard time on the earliest agreed upon date after the date upon which all the conditions precedent to Closing described in this Agreement have been fulfilled or waived and Purchaser and Seller receive the last of the required consents, waivers, authorizations and approvals from the Governmental Authorities, in each case, for the transactions contemplated by this Agreement, or at such other place and time, or on such other date, as may be mutually agreed to by the Parties (the "Closing Date"). The Closing shall be effective at 12:01 a.m., Eastern Standard Time, on the Closing Date (the "Closing Effective Time"). Section 7.02. Deliveries by Seller. At the Closing, Seller shall have delivered to Purchaser executed copies of the following agreements, documents and other items: (a) A Quitclaim Deed conveying to Purchaser all of Seller's rights, title and interest in and to the Real Property; -17- (b) A Bill of Sale transferring all of the Acquired Assets comprising personal property; (c) Possession of the Acquired Assets, including without limitation, the Real Property; (d) All such other instruments of conveyance or other documents as shall, in the reasonable opinion of Purchaser and its counsel,be necessary to transfer to Purchaser the Acquired Assets in accordance with this Agreement or to carry out the terms of this Agreement, duly executed and acknowledged by Seller, if necessary, and in a recordable form. Section 7.03. Deliveries by Purchaser. At the Closing, Purchaser shall have delivered to Seller the following items: (a) Purchase Price. ARTICLE VIII. TERMINATION Section 8.01. Events of Termination. This Agreement may, by notice given in the manner hereinafter provided, be terminated and abandoned at any time prior to completion of the Closing: (a) by Seller if there has been a material misrepresentation or a material default or breach by Purchaser with respect to Purchaser's representations and warranties in Article V of this Agreement or the due and timely performance of any of the material covenants or agreements of Purchaser contained in this Agreement, and in the case of a covenant or agreement default or breach, such default or breach shall not have been cured within ninety (90) days after receipt by Purchaser of notice specifying particularly such default or breach; (b) by Purchaser if there has been a material misrepresentation or a material default or breach by Seller with respect to Seller's representations and warranties in Article IV of this Agreement or the due and timely performance of any of the material covenants and agreements of Seller contained in this Agreement, and in the case of a covenant or agreement default or breach, such default or breach shall not have been cured within ninety (90) days after receipt by Seller of notice specifying particularly such default or breach; (c) by Purchaser if, in the judgment of Purchaser, a Material Adverse Effect has occurred since the Effective Date and the effect of such Material Adverse Effect has not been cured by Seller within ninety (90) days after receipt by Seller of notice specifying particularly such Material Adverse Effect; by Purchaser if, prior to the Closing Date, Purchaser is not satisfied with its business, financial, legal, environmental, regulatory and similar due diligence to Purchaser's satisfaction; (d) by Seller or Purchaser at any time after the Outside Date, if the Closing has not occurred and the Party seeking to terminate this Agreement is not in any material respect in breach or default of any provisions of this Agreement that has not been expressly waived in -18- writing; (e) by Seller or Purchaser if(i)any Governmental Authority (other than the Seller, the Council or the Department)the consent from or approval by which is a condition to the obligations of the Parties to consummate the transactions contemplated hereby shall have determined not to grant its consent or approval as contemplated by this Agreement as applicable; or (ii) any court of competent jurisdiction shall have issued an order,judgment or decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the transactions contemplated hereby; or (f) by mutual agreement of Seller and Purchaser. This Agreement may not be terminated after completion of the Closing. Section 8.02. Effect of Termination. In the event this Agreement is terminated pursuant to Section 14.01(c)-(g) of this Agreement, all obligations of the Parties shall terminate without any liability of a Party to the other Party; provided, however, that the obligations of the Parties set forth in Sections 15.01, 15.02 and 15.03 of this Agreement shall indefinitely survive the termination of this Agreement. Nothing in this Section 14.02 shall be deemed to release either Purchaser or Seller from any liability for any willful breach by such Party of the terms of this Agreement. ARTICLE IX. MISCELLANEOUS Section 9.01. Records of Purchaser. Purchaser shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. If an auditor employed by the County or Clerk determines that monies paid to Purchaser pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Purchaser shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Company. Section 9.02. Public Access. Purchaser shall allow and permit reasonable access to and inspection of all documents,papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Company in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Purchaser. Section 9.03. No Assignment. Purchaser shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or sub shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. Section 9.04. Conflict of Interest/Non-Collusion. Each party represents for itself that it, its directors,principals and employees,presently have no interest and shall acquire no -19- interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et seq., Florida Statutes. Seller and Purchaser agree that officers and employees of both Seller and Purchaser recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Seller and Purchaser each warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission,percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, either Seller or Purchaser shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission,percentage, gift, or consideration. Section 9.05. Ethics Clause. Purchaser warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Section 9.06. Right of First Refusal. Purchaser hereby acknowledges and agrees that: (a) Purchaser shall not sell the System for ten (10) years following the Closing (the "Restriction Period"). (b) If, after the Restriction Period, Purchaser, for any reason, elects to sell or dispose of the System, the Seller shall have a right of first refusal to purchase the System at the purchase price stated in this Agreement. Section 9.07. Expenses; Brokers. Purchaser and Seller shall each be responsible for and bear all of its respective costs and expenses incurred in connection with this Agreement, including, without limitation, any legal, financial, accounting, or other representative or advisor costs and expenses. Section 9.08. Risk of Loss. The risk of loss of or damage to any of the Acquired Assets shall be on Seller at all times prior to the Closing Effective Time. In the event of any such loss or damage, Seller shall repair or replace the lost or damaged assets as soon as practicable at its sole cost and expense. Seller shall have no risk of loss of or damage to the Acquired Assets on and after the Closing Effective Time. -20- Section 9.09. Reasonable Efforts; Cooperation. Subject to the terms and conditions of this Agreement, each Parry will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to consummate the transactions contemplated by this Agreement and the Related Agreements. The Parties each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the Related Agreements, and from time to time, upon the request of the other Parties to this Agreement and without further consideration, to execute, acknowledge and deliver in proper form any further instruments, and take such other action as the other Parties may reasonably require, in order to effectively carry out the intent of this Agreement and the Related Agreements. In addition, following the Closing, the Seller shall, from time to time, upon request of Purchaser, provide reasonable cooperation, free of charge, with respect to the operation of the System, including without limitation water conservation to the extent providing such cooperation does not impose unduly burdensome financial or operational obligations upon Seller;provided, Seller may provide services requested by Purchaser for a reasonable fee agreed upon by the Parties. Section 9.10. Notices. All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this Agreement or any of the Related Agreements shall be in writing, and delivery shall be deemed sufficient in all respects and to have been duly given as follows: (a) on the actual date of service if delivered personally; (b) at the time of receipt of confirmation by the transmitting party if by facsimile transmission; (c) at the time of receipt if given by electronic mail, provided that a Parry sending notice by electronic delivery shall bear the burden of authentication and of proving transmittal, receipt and time of receipt; (d)on the third day after mailing if mailed by first class mail return receipt requested, postage prepaid and properly addressed as set forth in this Section 15.07; or (e) on the day after delivery to a nationally recognized overnight courier service during its business hours or the Express Mail service maintained by the United States Postal Service during its business hours for overnight delivery against receipt, and properly addressed as set forth in this Section: If to Seller, to: Mr. Roman Gastesi Monroe County Administrator 1100 Simonton St., Suite 2-268 Key West, FL 33040 with copies to (which copy alone shall not constitute notice for the purposes of this Agreement): Monroe County Attorney's Office 1111 12th St., Suite 408 Key West, FL 33040 If to Purchaser, to: Mr. Kerry Shelby Executive Director Florida Keys Aqueduct Authority -21- 1100 Kennedy Dr. Key West, FL 33040 with a copy to (which copy alone shall not constitute notice for the purposes of this Agreement): Office of the General Counsel Florida Keys Aqueduct Authority 1100 Kennedy Drive Key West, FL 33040 Any Parry may change its address and preferred recipient or other contact information for notice by giving notice to each other Parry in accordance with the terms of this Section 15.07. I n no event will delivery to a copied Person alone constitute delivery to the Parry represented by such copied Person. Section 9.12. Headings. The article, Section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Section 9.13. Construction. (a) The Parties have participated jointly in the negotiation and drafting of this Agreement, and, in the event of an ambiguity or a question of intent or a need for interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Parry by virtue of the authorship of any of the provisions of this Agreement. (b) Words of any gender used in this Agreement shall be held and construed to include any other gender; words in the singular shall be held to include the plural; and words in the plural shall be held to include the singular; unless and only to the extent the context indicates otherwise. (c) Reference to any Law means such Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any Section or other provision of any Law means that provision of such Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision. (d) The word "including" means "including, without limitation." (e) References to documents, instruments or agreements shall be deemed to refer as well to all addenda, appendices, exhibits, schedules or amendments thereto. Section 9.14. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired -22- or invalidated. Section 9.15. Entire Agreement. This Agreement represents the entire agreement among the Parties with respect to the subject matter hereof thereof and supersedes all prior or contemporaneous written or oral agreements or understandings of any kind among the Parties hereto and thereto with respect to the subject matter hereof and thereof. All Exhibits and Schedules hereto are expressly made a part of this Agreement as fully as though completely set forth herein. Section 9.16. Amendments. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the Parties hereto. Any waiver by any Party of any condition, or of the breach of any provision, term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be or construed as a further or continuing waiver of any condition or of the breach of any other provision, term, covenant, representation or warranty of this Agreement. Section 9.17. Parties in Interest. Nothing in this Agreement is intended to confer any rights, remedies or obligations under or by reason of this Agreement on any Person other than Seller and Purchaser and their respective Affiliates, successors and permitted assigns. For the avoidance of doubt, the Parties intend that only Seller and Purchaser shall have any rights, remedies or obligations to each other under this Agreement. In no event shall any stranger to the Agreement have any right, remedy or obligation under this Agreement or any Related Agreement unless otherwise expressly set forth herein. Section 9.18. Successors and Assigns. No Party hereto shall assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other Party hereto, and any attempted assignment or delegation without prior written consent shall be void and of no force or effect. This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the Parties hereto. Section 9.19. Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Florida. The Parties hereto irrevocably agree and consent to the jurisdiction of the courts of the State of Florida sitting in Monroe County for the adjudication of any matters arising under or in connection with this Agreement. Section 9.20. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall together constitute the same instrument. Electronic signatures are equally valid as original signatures. [THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURES NEXT PAGE] -23- [Signature Page] IN WITNESS WHEREOF, the Parties hereto have executed, or caused to be executed by their duly authorized representatives, this Agreement as of the date first above written. (SEAL) SELLER: Attest: KEVIN MADOK, CLERK OF MONROE COUNTY BOARD OF COUNTY COURTS & COMPTROLLER COMMISSIONERS By: By: As Deputy Clerk Mayor Date: (SEAL) PURCHASER: Attest: FLORIDA KEYS AQUEDUCT AUTHORITY By: By: Title: Secretary Chairman Date: -24- SCHEDULES -25- Schedule 2.01 Acquired Assets The following documents showing assets being acquired are attached: 1. Big Coppitt: a. Big Coppitt Wastewater Treatment Plant("WWTP"): Site Survey. Parcel "A" only is being conveyed. b. Big Coppitt As-builts: i. Big Coppitt Key WWTP_130469_4002-00. ii. Big Coppitt—Rockland—Force Main_Reclaimed_061052_Record by Others iii. Big Coppitt WW_Contract 1_4002-00_Record iv. Big Coppitt_WW_Contract 3_4002-00_Record v. Geiger Key_WW_Contract 2B_4002-00_2207-04_Record vi. Rockland Key_WW_Contract 2A-4002-00_Record vii. Shark Key_WW_Contract 4_4002-00_Record 2. Cudjoe Regional Wastewater System: a. Cudjoe Regional WWTP: Survey with WWTP, deep well area, and additional area that FKAA wants (gas point). The portion to be conveyed will not include access roads, easements (south side of property, also easement on main access road from Blimp Rd.), rest of portion of unused cell (which the County will keep for storm debris), or anything on the outside of the perimeter road. b. Cudjoe Regional Wastewater System As-builts (includes WWTP): Big Pine Key Big Pine Key North_WW_4053-12_Record.pdf Big Pine Key South_WW_4053-12_Record.pdf BreezyPines Upgrade_4071-17_Wastewater Recor Cudjoe 4053-12 OuterMPS S-0292 LS Control Panel As-Builts 060216 S-0293 LS Control Panel As-Builts 060216 S-0294 LS Control Panel As-Builts 060216 S-0295 LS Control Panel As-Builts 060216 -26- Cudjoe AWRF 12071 Cudjoe Electrical As Builts Cudjoe Regional_WWTP_AWRF_4028-09_4051-12 Cudjoe East Cudjoe East 10 30 15 Cudjoe West Cudjoe West 11 16 15 Little Torch Little Torch(Full Set of Plan & Profiles 2016-01-15) Lower Sugarloaf Lower Sugarloaf KeyWW 4053-12 Record Middle Torch and Big Torch Middle Torch and Big Torch_4067-16_Record Middle Torch and Big Torch_Additional_4067-Additional No Name Key No Name Key Wastewater_4068-15_Record Drawing Pump Station Control Panels -All Islands WRT-DUPLEX-FKAA reduced approved 04122016 - Complete WRT-Quad-FKAA reduced approved 04122016 - Complete WRT-Tri-FKAA reduced approved 04122016 - Complete Pump Stations Cudjoe Updated Ele. ABs 11 10 15 12103ab SugarLoaf 114 12103ab SugarLoaf 115 Ramrod Key Ramrod Key - Record Set_03-24-16 Sugarloaf Key_Proj#12103 12103ab SugarLoaf Upper Sugarloaf Key WW-4052-12 Summerland Key US1 WM-WW Summerland Key WM AB's 6 23 15 Summerland_Proj#12103-A1 Summerland Wastewater PDFs (1474S-P-P C-01 through C-131) (134 pdfs total) 160107 Electrical Lift Station Asbuilts 160114 - Summerland-Asbuilts Niles Road Fm Ab's 151208 Record Set of Summerland Wastewater Transmission Lower Sugarloaf to Upper Sugarloaf Transmission_4053-12_Record Ramrod to Big Pine_Transmission_4053-12_Record Summerland to Ramrod Transmission 4053-12 Record Upper Sugarloaf to Cudjoe KeyTransmission 4052-12 Record Venture Out 160921-Vout set -27- c. Lower Sugarloaf Pump Station: asset described in Quitclaim Deed from Florida Department of Transportation to Monroe County dated 10-31-2011, recorded on 11- 14-2011 as Document 4 1858252, Monroe County OR 2542-183. d. Summerland Pump Station: asset described in Quitclaim Deed from Florida Department of Transportation to Monroe County dated 10-31-2011, recorded on 11-15-2011 as Document 41858251, Monroe County OR 2542-178. e. Upper Sugarloaf Pump Station: asset described in Quitclaim Deed from Florida Department of Transportation to Monroe County dated 10-31-2011, recorded on 11- 15-2011 as Document 4 1858253, Monroe County OR 2542-188. f. FKAA Service building (located on RE# 00111690-000000,with a street address of 30222 Drinka Ct., Big Pine Key). 3. Duck Key WWTP and Collection & Transmission System: As-builts: a. Duck Key_WW Phase 1 &2_4007-00_Record b. Duck Key_WW-Phase 3_4007-00_Record c. Duck Key_WW_Phase 4,5 & 6_4007-00_Record d. Duck Key_WW_Phase 7_4007-00-Record e. Duck Key WWTP-Record 4. East& West Long Key Collection and Transmission System: As-builts: a. Long Key_WW-4059-15-Record The Acquired Assets include all material Equipment and Machinery included in the Acquired Assets. -28- MAP OF BOUNDARY&TOPOGRAPHIC SURVEY Site Survey vey PARCELS A&B w PART GOV'T LOT 7 `°�,{ SECTION 21,TOWNSHIP 67 SOUTH,RANGE 26 EAST ROCKLAND KEY ygg MONROE COUNTY,FLORIDA NORTH ASSUMEDFROM inErss a eourvos rvcr rreoal oLo LEGAL DESCRIPTION SCALE: 1"=30' roue+I,sIv'Ivrry aoo n car,woo ,.o n�prH �an�orr laa. wesr zaE.1I'(ol nnn®ur,cea-ou -FISIAL rcEc�r<os ao�u nv,aa.,E 1212 PARCEL A oRnPoai cnkryl,nvrlllo rb nca e of re ro N3aooSlm1ag1c ou��n rs,, LLL� - tlFl (sc insi aor n xmecrlon)PARCEL"D _ _ e rral"'cinaotla slanbdn mpllculravcb lx tl x osr-.ortletl In rPlat ool<11�,111.or m-Publlc Ds or rvo ,�Florltla;mina rvort Py alonlol-vie cerl ry Int crt st. I Intl.Oeu -tll Jtticl e_.rps 17 x(s)111 er tl 11s of m.sNd punll' s of N.— ou v, uoo R oa `u IM1 w w q a = 311.71 I polnl:lmxna Easenc a tllsL. e of 173.11 fxe[s1.a polc; s PARCEL N I cl entl 11'llnly Ir.ao0 b j 94 n9la I.SEL Parcb ot Gcrvernmen[wIl ao g'nning. S gxctlon v T fil s -1-d Kx _ounN.RcrNc�(aDo Io be kncwn asgrraR sa of M1e fumy map o�nplal - nter"at 1-1—f recr l-) untl s Itl p r 1 blny n ore particvlorN tlxs.rl6-b os told :o r �crs oiiollry Io In-.,autn darner ortn-mo or 3=ntltltl e� III I ub'R ) ter L I.. fl 1 4]'Le '" ^m Eo n fllI 58g 1 11 E 11.1u'(1) -I; * p er I I Ob'ea u E 0 I 1 � �\ 2 rflae9 rn 9 Gantcl g i- ♦ ( +f` PA[EL C&O N.IT T JETHI-111Y ry NIT N ranorrExo urrox a ex nwa r re crs>inrvc rm _ITraorExry + ,I iiN., ♦ roanwlHI nanE. x + + o) _ rJll rrv�s.ol�Er w.c xc / I c yr / #' rvo allorHE - r = ornaliiss nu uL.rlac riirxrro. soiou EeEa zwna vaalsE E nrlppro r r ro o I not rHEno iwE co N'rwrEary ruo aal � nniw - ( aL lnea.e,a le Me a f { } + m a rrc a rIo 1Lr —TI'NIT 1EI—ElN.1 pINITHEIE—EIs t"ice K EE AlIELE11 TEIsaEre,.,rrHm,ry roa�,k y rvrml srHE„IrE„rErerreElr,Ervr EIEI r,rvbr 71 I C1� I II fs l* _ .I•. I "J II i X 4 �x5 n ❑ ❑ ) �V I I F'r y �. �f � ❑ �" f 1 I " rt }• 9 ut ri w crva care ,,.._orr.•r Pr 9473aE 1731�(1) rvnrv, ''I ��ew��so.q E ROCKLAND AVENUE IF Ll� 000 ROCKLA IOI IPC T0111NO PEANKL,LIlITEl IAITNE15HIP ucxcruaos d -- cEnIENr - IIIN ClUl LEGAL DESCRIPTION- CERTIFIED TO- n - A REECE&ASSOCIATES ' P ROEESSIONAL SURVEYOR o Iau ao warty wIo Ic aff rsEs� AND MAPPER,UN J846 - un evrs.arnr Il 11 c' xr nmrrma. .ov.srrc.rm nox ar.uSrR A ° - w EXHIBIT A PackBPg 3a96: Big Coppitt collection and transmission system is located entirely within County or FDOT ROWs and are depicted in the as built drawings . scneauie ? 7 o,, #,(n) Survey of Cudjoe WWTP - Schedule 2.01 #2(a) wx ° lisp a it a HMON a U o = ilk Q w �� W Etta Q o 3 g V 1 nouns W O N $o m3WhooRN b Q a 00 to o�€gig°€ .. ^ Q MINOR Ln.L V O W N� mo I ON N� SF�W�5G'99 I k x m x N J _m r �l�Jrrtt 3\ {�} �$r�,r.r)� r N N� i � .,�)r t - �o S, t } k m it �t,r�r"i�,v,a ._' � ',r �,�,`,���trs�r�,i�,i�,��g •������.�"�,' t.r „t` �. „ s,,._ "`�� . F ��1,}, � r CRWS As � bullts 1 . L SL pmimpl stab �1 1 i1j�V � y f a kyb All ��. V W �� 26-SPD.02 06/99 (Public Purpose — No consideration with mineral rights) This instrument prepared by, Parcel No.: 4524 Doc# 1858252 11/15/2011 2:44PM g FMONROE Recorded in Official of or under the direction of, Item/Se ment No.: 90020 Alicia Trujillo, Esq. Managing District: Six Department of Transportation Address: 1000 NW 111 th Avenue, DEED5DOC1STAMP 4CLM DS $0.70 Miami, Florida 33172 Doc# 1858252 QUITCLAIM DEED Bk# 2542 Pg# 183 Public Purpose THIS INDENTURE, Made this 3Jls of 0c1oa,-2 ,, // by and between the STATE OF FLORIDA by and through the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, Party of the First Part, whose address is 1000 NW 111th Avenue, Miami, Florida 33172 , to MONROE COUNTY , a political subdivision of the State of Florida, Party of the Second Part, whose mailing address is 1100 Simonton Street, Key West, Florida 33040 . WITNESSETH WHEREAS, said land hereinafter described was heretofore acquired for state highway purposes; and WHEREAS, said land is no longer required for such purposes, and the Party of the First Part, by action of the District Secretary, District Six Florida Department of Transportation on September 28, 2010 , pursuant to the provisions of Section 337.25 Florida Statutes, has agreed to quitclaim the land hereinafter described to the Party of the Second Part without consideration, to be used solely for public purposes. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Party of the First Part does hereby remise, release and quitclaim unto the Party of the Second Part, and assigns, forever, all the right, title and interest of the State of Florida Department of Transportation to the property herein described to be used solely for public purposes, pursuant to the provisions of Section 337.25, Florida Statutes, all that certain land situate in Monroe County, Florida, viz: (See Exhibit "A" attached hereto and made a part hereof) TO HAVE AND TO HOLD, the said premises and the appurtenances thereof unto the Party of the Second Part. REVERTER - The property herein described is to be used for construction, use and maintenance of a wastewater lift station as part of the Cud)oe Regional Wastewater System Project, by the Party of the Second Part. If construction of the aforesaid lift station has not commenced by October 1, 2020, all property rights shall automatically revert back to the said Party of the First Part. If the property ceases to be used for the above described purpose all property rights shall revert back to the said Party of the First Part. Doc# 1858252 Bk# 2542 Pg# 184 IN WITNESS WHEREOF, the State of Florida Department of Transportation has caused these presents to be signed in the name of the State of Florida Department of Transportation by its District Secretary, District Six and its seal to be hereunto affixed, attested by its Executive Secretary, on the date first above written. STATE OF FLORIDA DEPARTMENT OF T, NSPORTATION By Witness: _ � 1, Gus Pego, P. _ District Secret ry Print Name: n;� Witness: Attest: ' Print Name: Print me Executive Secretary 'a (Affix Department Seal) STATE OF FLORIDA =" COUNTY OF MONROE The foregoing instrument was acknowledged before me this c d�ec 31, }1l , by w5 ��cp District Secretary for District Six , who is Personally known to me or who has produced ,VIA as identification. SAW°4� Notary Public State of Florida Hans Maichel 1� My Commission DD822777 d• Expires09/14/2032 (type/print name) s Notary Public in and for the County and State last aforesaid. (Affix Notary Seal) My Commission Expires: 0111`142Zo12 Doc# 1858252 Bk# 2542 Pg# 185 EXHIBIT "A" LEGAL DESCRIPTION: F.D.O.T. PARCEL 4524: A parcel of land being a portion of State Road Number 5, lying within Government Lot 3, Section 3, Township 67 South, Range 27 East on the island of Lower Sugarloaf Key, Monroe County Florida as delineated on Sheets 50 through 57 inclusive, of the Florida Department of Transportation Right-of-Way Map for Section 90020, dated June 25, 2001 described as follows: COMMENCE at the intersection of the centerline of State Road 939 (Sugarloaf Boulevard) with the Baseline of Survey of State Road Number 5 (U.S. Highway 1, also known as Overseas Highway) having a grid coordinate of N 113,824.08 and E 468,135.60 based on the 1990 adjustment of the North American Datum of 1983, Florida East Zone, with all bearings and coordinates referenced thereto, said intersection being on the Baseline of Survey at Station 423+73.86 as shown on said Right-of-Way Map; thence North 56'19'04" East along said Baseline 736.10 feet to Station 431+09.96; thence North 33'40'56" West, 53.00 feet to the POINT OF BEGINNING having a grid coordinate of N 114,276.32 and E 468,718.76; thence continue North 33'40'56" West, 47.00 feet to the existing Northerly Right-of-Way line of said State Road Number 5, thence North 56'19'04" East along said Northerly Right-of-Way line, 60.00 feet; thence South 33'40'56" East, 47.00 feet; thence South 56'19'04" West along a line being 47.00 feet South of and parallel with said Northerly Right-of-Way line, 60.00 feet to the POINT OF BEGINNING. Said lands lying and being in Section 3, Township 67 South, Range 27 East on the island of Lower Sugarloaf Key, Monroe County Florida containing 2,820.00 square feet (0.065 acres) more or less. CERTIFICATION: I HEREBY CERTIFY that the attached Sketch and Description of the hereon described property is true and correct to the best of my knowledge and belief as prepared under my direction. I FURTHER CERTIFY that this Sketch and Description meets the Minimum Technical Standards set forth in Chapter 5J-17.050, Florida Administrative Code, pursuant to Section 472.027, Florida Statutes. Date: t� ------------- K1--G4EE-A-TOW,TOW P.L.S. Florida Registration No. 5328 AVIROM & ASSOCIATES, INC. L.B. No. 3300 NOT A VALID SURVEY UNLESS ACCOMPANIED 1 BY SHEETS THRU 3 �. aaaauee s Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB 4: 8270-4 LS District VI �&ASSoc SURVEYING & MAPPING SCALE: 1•=40' Sect/Job No.: 90020 O 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: N/A a y KEY WEST,FLORIDA 33045 BY: S.A.M. SR No.: 5/Overseas Highway/U.S.1 TEL.(305)294-7770,FAX(561)394-7125 www.AVIROM-SURVEYcom CHECKED: K.M.C. County: Monroe (SHED 190 ©2011 AVIROM 6 ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4524 This sketch is the property o/AVIROM 8 ASSOCIATES,INC. and should not be reproduced or copied without written permission. SHEET 'I OF 3 Doc# 1858252 Bk# 2542 Pg# 186 SURVEYOR'S REPORT: 1. Reproductions of this Sketch are not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper. 2. No Title Opinion or Abstract to the subject property has been provided. It is possible that there are Deeds, Easements, or other instruments (recorded or unrecorded) which may affect the subject property. No search of the Public Records has been made by the Surveyor. 3. The land description shown hereon was prepared by the Surveyor. 4. No underground utilities or improvements were located. 5. Bearings shown hereon are referenced to Grid North, based on the 1990 Adjustment of the North American Datum of 1983 (NAD 83/90) of the Florida State Plane Coordinate System (Transverse Mercator Projection), East Zone with the North Right--of—Way line of State Road Number 5, having a bearing of N 56'19'04" E. 6. The Grid coordinates shown hereon are based on the above referenced horizontal datum established by a Real—time Network (RTN) GPS Control Survey which is certified to a 2 centimeter local accuracy, relative to the nearest control point within the National Geodetic Survey's (NGS) Geodetic Control Network. Method: Wide Area Continuously Operating GPS Reference Station Network Equipment Used: Trimble R8 GNSS, Serial Number 4626117882 (Dual Frequency Receiver) Processing Software: Trimble Geomatics Office, Version 1.61 The following NGS station was used as a check, having a differential of N +0.03 feet and E +0.01, from the published value of: "872 4267 TIDAL 2" (Point Identifier Number AA0971): N 119,232.11 E 511,263.29 7. Elevations shown hereon are based on the North American Vertical Datum of 1988 (NAVD 88). 8. Benchmark Description: National Geodetic Survey Benchmark "G 272" (Point Identifier Number AA0153), Elevation 1.94' (NAVD 88). 9. This map is intended to be displayed at a scale of 1:480 (1"=40') or smaller. 10. Units of measurement are in U.S. Survey Feet and decimal parts thereof. Well identified features in this survey were field measured to a horizontal positional accuracy of 0.10'. The elevations on impervious surfaces were field measured to 0.03' and on ground surfaces to 0.1'. 11. Abbreviation Legend: � = Baseline; B.M. = Benchmark; BLVD. = Boulevard; C. = Calculated; q = Centerline; E = Easting; FD. = Found; F.D.O.T. = Florida Department of Transportation; GPS = Global Positioning System; ID. = Identification; I.R. = Iron Rod; L = Left; L.B. = Licensed Business; M.C.R. = Monroe County Records; Ms.= Measured; N = Northing; NAVD = North American Vertical Datum; NGS = National Geodetic Survey, No. = Number; O.R.B. = Official Records Book; O/S = Offset; P.B. = Plat Book; P.C. = Point of Curvature; PG. = Page; P.I. = Point of Intersection; P.K. = Parker—Kalon; P.L.S. = Professional Land Surveyor; P.O.B. = Point of Beginning; P.O.C. = Point of Commencement; P.T. = Point of Tangency; R = Right; RD. = Road; R/W = Right—of—Way, S.R. = State Road; STA = Station; U.S. = United States; W/CAP = With Surveyor's Cap. t_NOT A_VALID SU UNL RVEY ESS ACCOMPANIED�BY SHEETS 1 THRU 3 Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB#: 8270-4 LS District VI M aaSSoc SURVEYING &MAPPING SCALE: 1^=40' Sect/Job No.: 90020 � y� 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: NIA a m KEY WEST,FLORIDA 33045 BY: S.A.M. SR No.: 5/0verseas Highway/U.S.1 TEL.(305)294-7770,FAX(561)394-7125 www.AVfROM-SURVEYcom CHECKED: K.M.C. County: Monroe qBG/SHED t9� ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4524 This sketch is the property of AVIROM&ASSOCIATES,INC. and should not be reproduced or copied without written permission. SHEET 2 OF 3 Doc# 1858252 Bk# 2542 Pg# 187 z N 110709.77 E 463462.78 do m z X (F.D.O.T.) 41 w V Cc P.I.=367+58.32 Cpl'c�,Q2AX��s c. 0, Z O N\6 o v, � . � Z O MF�1: 0 rn 0 0 -1 0 0 100.00' O o m cn_, = -M . Cn 2� En I P m En STATE ROAD 939 Ln I .. (SUGARLOAF BLVD.) 0 0 2-F, S 35.20-23- E _ (A x 0 423+73.86 m z D..oo 'Z o co z o r _ o Jrn M� cn , • 'p CO41M60 �0 100.00' rn cD P.rn w s-W�O I N cr 0 L4 b o rnr�vrrno> M I �CAX n o rn i c� I 431+00 N 33'40'56" W N o C 47: .00' c 431+09.96 53.00' -10o-----------;--„--- ia D N 33'4056 W mco N D m z 'sN? ;' '':i i Z p C7 rn :O O » i» ;? co s n O ;o .. 01 m rn 2 O) :rn cn i Na _ pj 0) D z z z G7; Ln p� cDiA �3; ` .i O� Z m Q o I o =0ry OO :gym: ;E'�i '' O0"0 -zi m cn cn D v '"'r *: En = zZ 431+69.96 m.. (A0 C 53.00 :.:.:..:.:••,., :.:• D S 33'40 56 E d � N vcn m z 47.00' LLJ 0 M— I ^ V J_CO CJIr N GJ m Z 0 cn f m Z r m �O V m 0 p00(�J1 + (n �4, U1 Z Li d Li— n 0(c O �L''cn ++*t fnZ �� (A 00 �d rn cl, c, w o0 1 0 -0° o x OwD rn Cn r + O x D;p a) O v cp(p CO�CD -1 N v s m — `° — 100.00. DN o� g �� I �M o� o m > I -0 z CVo,• O O P.C.=440+70.60 z N 100.00' m ��'� ti°�-A o Cz ,� C0 pj OT A VALID SURVEY UNLESS / � ACCOMPANIED BY SHEETS 1 THRU 3 LP Florida Department of Transportation AVIROM &ASSOCIATES, INC. JOB#: 8270-4_LS District Vl g ASsoc SURVEYING & MAPPING SCALE: 1"=40' Sect/,lob No.: 90020 0 9� 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: N/A a M KEY WEST,FLORIDA 33045 BY: S.A.M. TEL.(305)294-7770,FAX(561)394-7125 SR No.: 5/Overseas Highway/U.S.1 www.AVIROM-SURVEY.com CHECKED: K.M.C. County: Monroe Ae ISHED 140 ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Panel No,: 4524 This sketch is the property of AVIROM&ASSOCIATES,INC. SHEET 3 OF 3 and should not be reproduced or copied without written permission. — b k. v kfillA t y=� i s* itiu. .,� I.J � a �w i x - � r r a 26-SPD.02 06/99 (Public Purpose — No consideration with mineral rights) Doc# 1858251 11/15/2011 2:44PM F NYedNYfOAords of MONROE Recorded in L. KLHGE This instrument prepared by, Parcel No.: 4522 or under the direction of, Item/Segment No.: 90020 Alicia Trujillo, Esq. QZ) Managing District: Six 11/15/2011 2:44PM Department of Transportation DEED DOC STAMP CL: DS $0.70 Address: 1000 NW 111th Avenue, Miami, Florida 33172 Doc# 1858251 QUITCLAIM DEED Bk# 2542 Pg# 178 Public Purpose THIS INDENTURE, Made this sr 0Grc�QE2. , 2 d// by and between the STATE OF FLORIDA by and through the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, Party of the First Part, whose address is 1000 NW 111th Avenue, Miami, Florida 33172 , to MONROE COUNTY , a political subdivision of the State of Florida, Party of the Second Part, whose mailing address is 1100 Simonton Street, Key West, Florida 33040 . WITNESSETH WHEREAS, said land hereinafter described was heretofore acquired for state highway purposes; and WHEREAS, said land is no longer required for such purposes, and the Party of the First Part, by action of the District Secretary, District Six Florida Department of Transportation on September 28, 2010 , pursuant to the provisions of Section 337.25 Florida Statutes, has agreed to quitclaim the land hereinafter described to the Party of the Second Part without consideration, to be used solely for public purposes. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Party of the First Part does hereby remise, release and quitclaim unto the Party of the Second Part, and assigns, forever, all the right, title and interest of the State of Florida Department of Transportation to the property herein described to be used solely for public purposes, pursuant to the provisions of Section 337.25, Florida Statutes, all that certain land situate in Monroe County, Florida, viz: (See Exhibit "A" attached hereto and made a part hereof) TO HAVE AND TO HOLD, the said premises and the appurtenances thereof unto the Party of the Second Part. REVERTER - The property herein described is to be used for construction, use and maintenance of a wastewater lift station as part of the Cudjoe Regional Wastewater System Project, by the Party of the Second Part. If construction of the aforesaid lift station has not commenced by October 1, 2020, all property rights shall automatically revert back to the said Party of the First Part. If the property ceases to be used for the above described purpose all property rights shall revert back to the said Party of the First Part. Doc# 1859251 Bk# 2542 Pg# 179 IN WITNESS WHEREOF, the State of Florida Department of Transportation has caused these presents to be signed in the name of the State of Florida Department of Transportation by its District Secretary, District Six and its seal to be hereunto affixed, attested by its Executive Secretary, on the date first above written. STATE OF FLORIDA DEPARTI ENT, OF TRANSPORTATION � By: I ✓� Witness: '��C4 Gus P P. _ District Secretary Print Name: Witness: Attest: a A M ? Print Name:I�V('XirJr!, 5C�To Print N e Executive Secretary (Affix Department Seal) STATE OF FLORIDA COUNTY OF MONROE ''� The foregoing instrument was acknowledged before me this WOV'f 3t, 10 by CwS , District Secretary for District Six , who ipersonally known to me or who has produced NSA as identification. ad� '4� Notary Public State of Florida `F Hans Maicnel (type/print name) cyd t�� My Commission DDS22777 .p� d Expires09/14/2012 Notary Public in and for the Count and State last aforesaid. eal) My Commission Expires: 0119 2012. EXHIBIT "A" LEGAL DESCRIPTION: Bk##25428251 Pg# 180 F.D.O.T. PARCEL 4522: A parcel of land being a portion of State Road Number 5, lying within Government Lot 9, Section 26, Township 66 South, Range 28 East on the island of Summerland Key, Monroe County Florida as delineated on Sheets 82 through 85 inclusive, of the Florida Department of Transportation Right—of—Way Map for Section 90020, dated June 25, 2001 described as follows: COMMENCE at the intersection of the centerline of State Road S-942 (West Shore Drive) with the Baseline of Survey of State Road Number 5 (U.S. Highway 1, also known as Overseas Highway) having a grid coordinate of N 119,389.25 and E 509,191.13 based on the 1990 adjustment of the North American Datum of 1983, Florida East Zone, with all bearings and coordinates referenced thereto, said intersection being on the Baseline of Survey at Station 848+88.02 as shown on said Right—of—Way Map; thence North 86'08'52" West along said Baseline 1149.94 feet to Station 837+38,08; thence North 03'51'08" East, 59.00 feet to the POINT OF BEGINNING having a grid coordinate of N 119,525.49 and E 508,047.75; thence North 86'08'52" West along a line being 57.00 feet South of and parallel with the existing Northerly Right—of—Way line of State Road Number 5, a distance of 60.00 feet; thence North 03'51'08" East, 57.00 feet to said existing Northerly Right—of—Way line, thence South 86'08'52" East along said Northerly Right—of—Way line, 60.00 feet; thence South 03'51'08" West, 57.00 feet to the POINT OF BEGINNING. Said lands lying and being in Section 26, Township 66 South, Range 28 East on the island of Summerland Key, Monroe County Florida containing 3,420.00 square feet (0.079 acres) more or less. CERTIFICATION: I HEREBY CERTIFY that the attached Sketch and Description of the hereon described property is true and correct to the best of my knowledge and belief as prepared under my direction. I FURTHER CERTIFY that this Sketch and Description meets the Minimum Technical Standards set forth in Chapter 5J-17.050, Florida Administrative Code, pursuant to Section 472.027, Florida Statutes. Date: ---���2=�Q�/---------- _ v KEIT M. FXE—A—TOW, P.L.S. Florida P.er,+i'stration No. 5328 OT A VALID SURVEY UNLESSIM AVIROM & ASSOCIATES, INC. ACCOMPANIED BY SHEETS 1 THRU 3 L.B. No. 33001 Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB 82704_SK District VI &Assa SURVEYING & MAPPING SCALE: 1"=40' Sect/Job No.: 90020 `�0� c�� 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: NIA a y KEY WEST,FLORIDA 33045 BY: S.A.M. SR No.: 5/0verseas Highway/U.S.1 TEL.(305)294-7770,FAX(561)394-7125 www.AVIROM-SURVEYcom CHECKED: K.M.C. County: Monroe Tge JSHED lgl� ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4522 This sketch is the property of AVIROM&ASSOCIATES,INC. SHEET 1 OF 3 and should not be reproduced or copied without written permission. Doc# 1858251 Bk# 2542 Pg# 181 SURVEYOR'S REPORT: 1. Reproductions of this Sketch are not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper. 2. No Title Opinion or Abstract to the subject property has been provided. It is possible that there are Deeds, Easements, or other instruments (recorded or unrecorded) which may affect the subject property. No search of the Public Records has been made by the Surveyor. 3. The land description shown hereon was prepared by the Surveyor. 4. No underground utilities or improvements were located. 5. Bearings shown hereon are referenced to Grid North, based on the 1990 Adjustment of the North American Datum of 1983 (NAD 83/90) of the Florida State Plane Coordinate System (Transverse Mercator Projection), East Zone with the North Right—of—Way line of State Road Number 5, having a bearing of S 86'08'52" E. 6. The Grid coordinates shown hereon are based on the above referenced horizontal datum established by a Real—time Network (RTN) GPS Control Survey which is certified to a 2 centimeter local accuracy, relative to the nearest control point within the National Geodetic Survey's (NGS) Geodetic Control Network. Method: Wide Area Continuously Operating GPS Reference Station Network Equipment Used: Trimble R8 GNSS, Serial Number 4626117882 (Dual Frequency Receiver) Processing Software: Trimble Geomatics Office, Version 1.61 The following NGS station was used as a check, having a differential of N +0.03 feet and E +0.01, from the published value of: "872 4267 TIDAL 2" (Point Identifier Number AA0971): N 119,232.11 E 511,263.29 7. Elevations shown hereon are based on the North American Vertical Datum of 1988 (NAVD 88). 8. Benchmark Description: National Geodetic Survey Benchmark "G 272" (Point Identifier Number AA0153), Elevation 1.94' (NAVD 88). 9. This map is intended to be displayed at a scale of 1:480 (1"=40') or smaller. 10. Units of measurement are in U.S. Survey Feet and decimal parts thereof. Well identified features in this survey were field measured to a horizontal positional accuracy of 0.10'. The elevations on impervious surfaces were field measured to 0.03' and on ground surfaces to 0.1'. 11. Abbreviation Legend: t = Baseline; B.M. = Benchmark; BLVD. = Boulevard; C. = Calculated; q = Centerline; E = Easting; FD. = Found; F.D.O.T. = Florida Department of Transportation; GPS = Global Positioning System; ID. = Identification; I.R. = Iron Rod; L = Left; L.B. = Licensed Business; M.C.R. = Monroe County Records; Ms.= Measured; N = Northing; NAVD = North American Vertical Datum; NGS = National Geodetic Survey; No. = Number; O.R.B. = Official Records Book; O/S = Offset; P.B. = Plat Book; P.C. = Point of Curvature; PG. = Page; P.I. = Point of Intersection; P.K. = Parker—Kalon; P.L.S. = Professional Land Surveyor; P.O.B. = Point of Beginning; P.O.C. = Point of Commencement; P.T. = Point of Tangency; R = Right; RD. = Road; R/W = Right—of—Way; S.R. = State Road; STA = Station; U.S. = United States; W/CAP = With Surveyor's Cap. NOT _A VALID SURVEY UNLESS ACCOMPANIED BY SHEETS 1 TH RU 3 Florida Department of Transportation AVIROM &ASSOCIATES, INC. JOB M 8270-4_SK District VI M S Assoc SURVEYING &MAPPING SCALE: 1"=40' Sect/Job No.: 90020 Q0 9 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: N/A a y KEY WEST,FLORIDA 33045 BY: S.A.M. SR No.: 5/Overseas Highway/U.S.1 TEL.(305)294-7770,FAX(561)394-7125 www.AVIROM-SURVEYcom CHECKED: K.M.C. County: Monroe /SHED 1g� ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4522 This sketch is the property of AVIROM B ASSOCIATES,INC. and should not be reproduced or copied without written permission SHEET 2 OF $ Doc# 1858251 Bk# 2542 Pg# 182 50.00' SET 5/8"xl8" I.R. W/CAP v�� (L.B. #3300) I oC a: --I 116.00'— _ N 03851'08" E N N 119529 52 57.00 00 _ E 507987.89 , m I >� O STA: 836+78.08 Z '0+'I °='`''''''' D G cn-� Cow 00 00 N D 0/S: 59' L O N .,., m �co cn p n-< 837+00 o NN O a (D�W w o �1 Z Z O O �r� fV °'`:''`'°,,;s O • � rn o �_ >� I 1 wZo o �� D� o000 N� 0 �X I I oo o� pO cp Co o0 O r o� s E °za 'e .N N oz\ 837+38.08 ____ N_03'51'08_ E___ c:? ?'?.;:::.';'; r,i''''?'si' D GD -- -59Cn E: .00r- - S 03'51 08� .,W}. _U 0 O 0 Q Z 57.00' r� 0 = m I Mz 1 1 ' �r[ �\mmn � -1 �Zo _Z CA r-Co 0f ° Z � oW O U)MZ1 ( Q Z m x 50.00 zD � O z LnL-j o Om U U,, CO _ w mr �'rn 838+00 Co U,-Pm (A 'O p to CO + Z CA —M M z DO DO D On -I W X �;U D pp O C OZ 0) C o N �ITi D z I 00 M 116.00' w HORAC�SEETLn 846+70.53 MONROE COUNTY LA N STATE ROAD S-942 CD Ln OFFICIAL RECORDS P.O.C. INTERSECTION OF S.R. S-942 (WEST SHORE DRIVE) S 00'13'18" `N WITH q SURVEY OF S.R. No. 5 Z N 119389.25 —�`� C 848+85'02 CD E 509191.13 (F.D.O.T.) " FD. NAIL & DISK (DCO FD. NAIL & DISK NORTH (L.B. #6884) v1N (NO iD.) N 119339.26 = N 119248.34 (O') E 509190.94 E 511283.88 {M5.) NOT A VALID SURVEY UNLESS N 119339,16 P.I.=869+85.51 N 119248.46 F D O.T.) ACCOMPANIED BY SHEETS 1 THRU 3 (Ms.) ( E 509190.78 E 511283.89 ' ' Florida Department of Transportation AVIROM &ASSOCIATES, INC. JOB#: 8270-4_SK District VI &asso SURVEYING &MAPPING SCALE: 1"=40' �► � Sect/Job No.: 90020 0 9� 402 APPELRO UTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: N/A a m KEY WEST,FLORIDA 33045 BY: S.A.M. SR No.: 5/Overseas Highway/U.S.1 TEL.(305)294-7770,FAX(561)394-7125 CHECKED: K.M.C. www.AVIROM-SURVEY com County: Monroe ISHED 19� ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4522 This sketch is the property of AVIROM&ASSOCIATES,INC. and should not be reproduced or copied without written permission. SHEET 3 OF 3 s f - v � t - Y `. low Ali 3 �• �1 " 26-SPD.02 06/99 (Public Purpose - No consideration with mineral rights) Doc# 1858253 11/15/2011 2;44PM Filed & Recorded in Official Records of This instrument prepared by, Parcel No.: 4523 MONROE COUNTY DANNY L. KOLHAGE or under the direction of, Item/Segment No.: 90020 _Alicia Truiillo, Esq. t1� Managing District: Six Department of Transportation DEED DOC S P CL: P P DEED DOC STAMP CL: DS $0.70 Address: 1000 NW 111 th Avenue, Miami, Florida 33172 Doc# 1858253 QUITCLAIM DEED Bk# 2542 Pg# 188 Public Purpose THIS INDENTURE, Made this 3rrQc-?-olt--2 , -oa by and between the STATE OF FLORIDA by and through the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, Party of the First Part, whose address is 1000 NW 1111h Avenue, Miami, Florida 33172 , to MONROE COUNTY , a political subdivision of the State of Florida, Party of the Second Part, whose mailing address is 1100 Simonton Street, Key West Florida 33040 . WITNESSETH WHEREAS, said land hereinafter described was heretofore acquired for state highway purposes; and WHEREAS, said land is no longer required for such purposes, and the Party of the First Part, by action of the District Secretary, District Six Florida Department of Transportation on September 28, 2010 , pursuant to the provisions of Section 337.25 Florida Statutes, has agreed to quitclaim the land hereinafter described to the Party of the Second Part without consideration, to be used solely for public purposes. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Party of the First Part does hereby remise, release and quitclaim unto the Party of the Second Part, and assigns, forever, all the right, title and interest of the State of Florida Department of Transportation to the property herein described to be used solely for public purposes, pursuant to the provisions of Section 337.25, Florida Statutes, all that certain land situate in Monroe County, Florida, viz: (See Exhibit "A" attached hereto and made a part hereof) TO HAVE AND TO HOLD, the said premises and the appurtenances thereof unto the Party of the Second Part. REVERTER - The property herein described is to be used for construction, use and maintenance of a wastewater lift station as part of the Cudioe Regional Wastewater System Proiect, by the Party of the Second Part. If construction of the aforesaid lift station has not commenced by October 1, 2020, all property rights shall automatically revert back to the said Party of the First Part. If the property ceases to be used for the above described purpose all property rights shall revert back to the said Party of the First Part. Doc# 1858253 Bk# 2542 Pg# 189 IN WITNESS WHEREOF, the State of Florida Department of Transportation has caused these presents to be signed in the name of the State of Florida Department of Transportation by its District Secretary, District Six and its seal to be hereunto affixed, attested by its Executive Secretary, on the date first above written. STATE OF FLORI A DEPARTM T qF TRANSPORTATION 1 By. Witness: ti� t_ Gus Pego, P.E. District Se retary Print Name: �rj�ca i ,/e- fT Witness 3Attest: Print Name:�,:-�c,,,;�.,tr, Print N e Executive Secretar `-11�' •�Ja%fit-:�-..ci. 'iJ.,_ (Affix Department Seal) P \ h, i r'Ci �V STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this OCN Oef 31+'ZcJtl , by (n,vS 7eC�C� , District Secretary for District Six , who is personally known to me or who has produced AVA as identification. $Oy°4F� Notary Public State of Florida Hans Maichel Cmmission DD822777 F ,o NTMy Expireoso9/14/2012 (type/print name) SH40U'e Notary Public in and for the Count and State last aforesaid. (Affix Notary Seal) My Commission Expires: 01 1,4 t Z Doc# 1858253 8k# 2542 Pg# 19@ EXHIBIT "A" LEGAL DESCRIPTION: F.D.O.T. PARCEL 4523: A parcel of land being a portion of State Road Number 5, lying within the plat of Lot 4 of the West one—half (W %) of the Northwest one—quarter (NW 1/) of Section 31, Township 66 South, Range 28 East as recorded in Plat Book 1, Page 175 of the Public Records of Monroe County, Florida situate on the island of Upper Sugarloaf Key, Monroe County Florida as delineated on Sheet 66, of the Florida Department of Transportation Right—of—Way Map for Section 90020, dated June 25, 2001 described as follows: COMMENCE at the intersection of the centerline of State Road S-939 with the Baseline of Survey of State Road Number 5 (U.S. Highway 1, also known as Overseas Highway) having a grid coordinate of N 119,118.36 and E 483,012.99 based on the 1990 adjustment of the North American Datum of 1983, Florida East Zone, with all bearings and coordinates referenced thereto, said intersection being on the Baseline of Survey at Station 582+32.63 as shown on said Right—of—Way Map; thence South 72'32'46" West along said Baseline 267.17 feet to Station 579+65.46; thence South 17'27'14" East, 53.00 feet to the POINT OF BEGINNING having a grid coordinate of N 118,987.67 and E 482,774.02; thence continue South 17'27'14" East, 47.00 feet to the existing Southerly Right—of—Way line of State Road Number 5; thence South 72'32'46" West along said Southerly Right—of—Way line, 60.00 feet; thence North 17'27'14" West, 47.00 feet; thence North 72'32'46" East along a line 47.00 feet North of and parallel with said Southerly Right—of—Way line, 60.00 feet to the POINT OF BEGINNING. Said lands lying and being in Section 31, Township 66 South, Range 28 East on the island of Upper Sugarloaf Key, Monroe County Florida containing 2,820.00 square feet (0.065 acres) more or less. CERTIFICATION: I HEREBY CERTIFY that the attached Sketch and Description of the hereon described property is true and correct to the best of my knowledge and belief as prepared under my direction. I FURTHER CERTIFY that this Sketch and Description meets the Minimum Technical Standards set forth in Chapter 5J-17.050, Florida Administrative Code, pursuant to Section 472.027, Florida Statutes. Date: ----�-GZZ_mil_--------- --- —�—' ' / ---- K N I M. Cl�E—q—TO►N P.L.S. --- Florida Registration No. 5328 AVIROM & ASSOCIATES, INC. NOT A_VALID _SURVEY_UNLESS, L.B. No. 3300 ACCOMPANIED-BY SHEETS 1 THRU 3 ,v Florida Department of Transportation AVIROM &ASSOCIATES, INC. JOBM 8270-4 US District VI g ASSO SURVEYING & MAPPING SCALE: 1.=40' Sect/Job No.: 90020 O 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAIR No.: N/A C M KEY WEST,FLORIDA 33045 BY: SA.M. SR No.: 5/Overseas Highway/U.S.1 TEL. (305)294-7770,FAX(561)394-7125 wVMAVIROM-SURVEYcom CHECKED: K.M.C. County: Monroe gB(ISHED 190 ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4523 This sketch is the property o/AVIROM&ASSOCIATES,INC. and should not be reproduced or copied without written permission. SHEET 1 OF 3 Doc# 1858253 Bk# 2542 Pg# 191 SURVEYOR'S REPORT: 1. Reproductions of this Sketch are not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper. 2. No Title Opinion or Abstract to the subject property has been provided. It is possible that there are Deeds, Easements, or other instruments (recorded or unrecorded) which may affect the subject property. No search of the Public Records has been made by the Surveyor. 3. The land description shown hereon was prepared by the Surveyor. 4. No underground utilities or improvements were located. 5. Bearings shown hereon are referenced to Grid North, based on the 1990 Adjustment of the North American Datum of 1983 (NAD 83/90) of the Florida State Plane Coordinate System (Transverse Mercator Projection), East Zone with the South Right—of—Way line of State Road Number 5, having a bearing of S 72'32'46" W. 6. The Grid coordinates shown hereon are based on the above referenced horizontal datum established by a Real—time Network (RTN) CPS Control Survey which is certified to a 2 centimeter local accuracy, relative to the nearest control point within the National Geodetic Survey's (NGS) Geodetic Control Network. Method: Wide Area Continuously Operating CPS Reference Station Network Equipment Used: Trimble R8 GNSS, Serial Number 4626117882 (Dual Frequency Receiver) Processing Software: Trimble Geomatics Office, Version 1.61 The following NGS station was used as a check, having a differential of N +0.03 feet and E +0.01, from the published value of: "872 4267 TIDAL 2" (Point Identifier Number AA0971): N 119,232.11 E 511,263.29 7. Elevations shown hereon are based on the North American Vertical Datum of 1988 (NAVD 88). 8. Benchmark Description: National Geodetic Survey Benchmark "G 272" (Point Identifier Number AA0153), Elevation 1.94' (NAVD 88). 9. This map is intended to be displayed at a scale of 1:480 (1"=40') or smaller. 10. Units of measurement are in U.S. Survey Feet and decimal parts thereof. Well identified features in this survey were field measured to a horizontal positional accuracy of 0.10'. The elevations on impervious surfaces were field measured to 0.03' and on ground surfaces to 0.1'. 11. Abbreviation Legend: � = Baseline; B.M. = Benchmark; BLVD. = Boulevard; C. = Calculated; (� = Centerline; E = Easting; FD. = Found; F.D.O.T. = Florida Department of Transportation; GPS = Global Positioning System; ID. = Identification; I.R. = Iron Rod; L = Left; L.B. = Licensed Business; M.C.R. = Monroe County Records; Ms.= Measured; N = Northing; NAVD = North American Vertical Datum; NGS = National Geodetic Survey, No. = Number; O.R.B. = Official Records Book; O/S = Offset; P.B. = Plat Book; P.C. = Point of Curvature; PG. = Page; P.I. = Point of Intersection; P.K. = Parker—Kalon; P.L.S. = Professional Land Surveyor; P.O.B. = Point of Beginning; P.O.C. = Point of Commencement; P.T. = Point of Tangency; R = Right; RD. = Road; R/W = Right—of—Way, S.R. = State Road; STA = Station; U.S. = United States; W/CAP = With Surveyor's Cap. , NOT A VALID SURVEY UNLESS ACCOMPANIED BY SHEETS 1 THRU 311 Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB#: 8270-4 US District VI s Assoc SURVEYING & MAPPING SCALE: 1"=40' Sect/Job No.: 90020 Q.0 9� 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: NIA R m KEY WEST,FLORIDA 33045 BY; S.A.M. SR No.: 5/Overseas Highway/U.S.1 TEL.(305)294-7770,FAX(561)394-7125 CHECKED: K.M.C. www.A VI RO M-SURVEY.com County: Monroe rAB�ISHED 1g8� ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4523 This Sketch is the property of AVIROM&ASSOCIATES,INC. and should not be reproduced or copied without written permission. SHEET 2 OF 3 Doc# 1858253 Bk# 2542 Pg# 192 I N 07- 0 RF E NBga Rfp RD RN�f`--��f�sT_ CO �R�H 48258092 578+00 28 ST SEC77 3 �oo.oa' �C nON 3 ss,2� 28 100.00' En Ell I m Z Ln D OC N \ 0\D Ca O O to x. N x'MU D OD Obi OD > M z - a rnz— p OL r - r m -D r- - W N W UI C 61(0 C.!� W OD O r— p� [.+ n I Z Jm SOD - OCA co 60 OD m a p v N17'27'14"W 579+00 o M 47.00 ^N II rn m v N z D rl o D O)N? :o N,:O :;`. v mz M _ o cn z r .:. O J� oo D m n m :. � p 0 r m rocA r.> � z, D-< n v rT1:r; rs Z Z 0 00 z r' _ ___ 579+65.46 = O O W o* I o , „ --- S17'27 14"E - m m r- S17 2714 E 53.00' v z r lz^W 47.00 z rn rn z r- M \�mz�m� � V) N O w w c,3 "j� �'a OOj W 0 '�n 580+00 �^'ox- I vcnvc�ow CO M =�s 00 w��,�U c o- � z 00 + Cb) 0 < Nov w 100.00're i M M Z O to CO co�� �D U ooCO� �� I -0 o ry 00 o (0 p m co�^' w C7 � D to. 0 0 MONROE COUNTY 100.00' o STATE ROAD S-939 NOT A VALID SURVEY UNLESS OFFICIAL RECORDS _ _ `�M ACCOMPANIED BY SHEETS 1 THRU 3 582+32.63 Florida Department of Transportation AVIROM &ASSOCIATES, INC. JOB#: 8270-4 US District VI s ASSO SURVEYING & MAPPING SCALE: 1"=40' Sect/Job No.: 90020 C `� 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: N/A < y KEY WEST,FLORIDA 33045 BY: S.A.M. SR No.: 5/0verseas Highway/U.S.1 TEL.(305)294-7770,FAX(561)394-7125 www.AVIROM-SURVEYcom CHECKED: K.M.C. County: Monroe � ABLISHED 19� ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4523 This sketch is the property of AVIROM&ASSOCIATES,INC.�9 SHEET 3 OF $ and should not be reproduced or copied without written permission. �- i I � building #+r/tt t 1 to 44 4p i - l {4 i� ll 19 i�14j 1 1 1 ° i' gtact Itr Seri 4-t I t t'»rl�r � �- £ Cudjoe Regional collection and transmission system including the Big Pine Key Main Pump Station on Watson Blvd . is located entirely within County or FDOT ROWs and are depicted in the as built drawings . Duck Key collection and transmission system is located entirely within County or FDOT ROWs and are depicted in the as built drawings . East & West Long Key Collection and Transmission System , as depicted in the as built drawings. Schedule 4.07 Litigation 1. Maschal, et al., v. Florida Keys Aqueduct Authority and Monroe County, Florida 16th Jud. Circ. Case No. 2019-CA-186-K. 2. Mike Laudicina, Don DeMaria, Cudjoe Gardens Property Owners Assoc., Inc. and Sugarloaf Shores Property Owners Assoc., Inc., DEP File No. FLA671932-003, DOAH Case No. 15-1233. -29- Schedule 4.10 Scheduled Occupancy Agreements 1. Easement Agreement dated 6-24-2005, from Rockland Investment Corporation, Inc. to Monroe County, recorded on 8-24-2005 as Document 4 1537827, OR 2148-20 ("Rockland Easement"). 2. Declaration of Easement dated 5-23-2008, from Utility Board of the City of Key West, Florida, to Monroe County and Clear Channel Broadcasting, Inc., recorded on 7-3-2008 as Document 4 1702554, OR 2369-2352 ("Cudjoe Blimp Road Easement"). 3. Easement dated March 11, 1985, from Monroe County, Florida to Florida Keys Broadcasting Corporation, recorded as Document 4 399161, OR 947-1677 ("Cudjoe South Easement"). 4. (Easement to be created: from Cudjoe South Easement, running around west side perimeter road to Cudjoe WWTP ("Cudjoe North Easement".) 5. Perpetual Easement dated September 16, 2013, from Florida Department of Transportation to Monroe County, regarding lift station on Big Pine Key, recorded on 10/7/2013 as Document 41952885, OR 2653-342 ('Big Pine Key Easement"). -30- s DocN 1537827 08/24/2005 10:27AN Filed 8 Recorded in Official Records of This instrument prepared by or under MONROE COUNTY DANNY L. KOLHAGE the supervision of: DoaN 1537827 Name: Judith Kenney, Attorney BkN 2146 PgN 20 Address: Judith Kenney & Associates, P.A. 777 Brickell Avenue, Suite 1070 Miami, Florida 33131 (spun reserved:or Clerk o:Coast) EASEMENT AGREEMENT THIS AGREII4ENT is made this 24th day of June, 2005 by and between ROCKLAND INVESTMENT CORPORATION, INC. , a Florida corporation ("Rockland") and Monroe County, a political subdivision of the State of Florida (the "County") . 1. In consideration of the covenants and promises contained herein and as additional consideration for the transfer by Warranty Deed from Rockland to the County of the parcels of land legally described in Exhibit A-2 hereto, Rockland hereby grants and conveys to the County, its successors and assigns, guests and invitees a non-exclusive easement as drawn on Exhibit A-1 hereto (the "Easement") , not to exceed 50 feet in width, in perpetuity for access, ingress and egress purposes over and across the road area, as same may be placed by Rockland from time to time. Said Easement may be used for access, ingress and egress and placement of utilities, including, but not limited to, water, electricity, telephone and cable to the property described on Exhibit A-2. 2. This grant of Easement will run with the land and will be binding on and will inure to the benefit of the parties hereto. This Easement may be moved from time to time by Rockland and shall revert to Rockland when no longer needed for access to the County' s property or if the County' s property is purchased by any contiguous property owner or any entity that is owned, controlled or under common control with the contiguous property owner. The Easement consists of a gravel road. The portion of the Easement that runs north-south on the west side of Tracts 5, 13 and 20 as shown on the drawing attached as Exhibit A-1 shall be completed by Rockland within six months from the date of this agreement. 3. Rockland, for itself, its successors and assigns, retains the right to use the Easement area for any use not inconsistent with the grant; provided, however, without limiting the foregoing, that Rockland shall not diminish or limit County' s access to said Easement for County' s use as described above. 1 che-6 1 .1 ........ 1 , 4 . All notices, elections, demands, requests and other communications hereunder shall be in writing, signed by the party making the same and shall be sent by certified or registered United States mail postage prepaid, addressed as follows: To the County Monroe County 1100 Simonton Street Key West, FL 33040 To Rockland Rockland Investment Corporation 121 U.S. Highway One, Suite 103 Key West, Florida 33040 or at such other address as may hereafter be designated in writing by either party hereto WITNESS our hands and seals this 24th day of June, 2005. WITNESSES: MONROE COUNTY Sign Name:,J�2,,,�C. 61A / By Print Name:4-s,t6e I C rVOR DIXIE M. PEHAR Sign Name: ' Print N ROCKLAND INVESTMENT CORPORATION, INC. a Florida corporation Sign Name: ¢' 4� B Print Name: �-� ,.y� � f- SUSAN z7. KEMP, P esident Sign Name: Print Name U e iNply` �CRNEY DocH 1537827 9kp 2146 P9N 21 �RNEY oats /L .S 2 - x STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this ZAAC 'ZMy of , 2005, by 'D►xic A src'ka - , on behalf of Monroe County, who is pe sonally known to- me/has producedas identification. "Notary Public My Commission Expires: PaMBAc3 HANCACK MY COMMISSION I DD 256075 EXPIRES:Fez"7,2M ow eadod7lruNiceyPi6loUMrw�Yn STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this p� day of June, 2005, by SUSAN KEMP as President of ROCKLAND INVESTMENT CORPORATION, INC. , who is pers nally known—ta me has produced as identification. r Notary Public My Commission Expires: meµ+ Ands RcdV= WIV Eton Doarm" DocN 2537827 Bkp 2146 Pgp 22 F:\JR\KEMP\RDCKI.AND\Sale to Monroe County\EASEMEMT.AGR(final).doc 3 _ 09db 96Z S0£ 90:ZT SOW-90-ac pPR-Y6-2005 09 S2T PM TRI-COUP SURVEY 941 62T 4993 P.04 Exhibit A-1 DocK 1537827 Bku 2146 Pgq 23 X = Easement ^1 x y I ■ . ^ PAAVA 7Ri1GT 70I —t - ►` jr zr i 1 r PAM !i I 3 wwM sr- VA TP*c M r a 1 - r - A/R/A TRACT 4 1. 1 aNm■ -r-��r +I 1r, � r - Otil- ro wd 7s .1. opmr 3 CW 4 1 EXHIBIT A-2 LEGAL DESCRIPTION Property conveyed from Rockland to Monroe County DESCRIPTION: PARCEL "A" A parcel of land lying in and being a part of Government Lot No. 7, Section 21, Township 67 South, Range 26 East, Rockland Key, Monroe County, Florida (also to be known as Tract 4 of the future map or plat entitled "Rockland Key Commerce Center" at the time of recordation) and said parcel being more particularly described as follows: Commencing at the Southwest corner of the map or plat entitled "Rockland Village" as recorded in Plat Book 4, Page 133, of the Public Records of Monroe County, Florida; thence North, along the Westerly limits of the said "Rockland Village" , a distance of 29.30 feet to a point; thence West, leaving the said Westerly limits, a distance of 1840.50 feet to the Northwest corner of lands described in Official Records Book 373, Pages) 112 and 113 of the said Public Records of Monroe County, Florida; thence continuing West, a distance of 932 .99 feet to a point hereinafter to be known as the "Point of Beginning" ; thence continuing West, a distance of 173 .11 feet to a point; thence North, a distance of 340.74 feet to a point; thence East, a distance of 173 .11 feet to a point; thence South, a distance of 340 .74 feet back to the "Point of Beginning" . Containing 58, 966 square feet or 1.394 acres more or less. DESCRIPTION: PARCEL "B" A parcel of land lying in and being a part of Government Lot No. 7, Section 21, Township 67 South, Range 26 East, Rockland Key, Monroe County, Florida (also to be known as Tract 5 of the future map or plat entitled "Rockland Key Commerce Center" at the time of recordation) and said parcel being more particularly described as follows: Commencing at the Southwest corner of the map or plat entitled "Rockland Village" as recorded in Plat Book 4, Page 133, of the Public Records of Monroe County, Florida; thence North, along the Westerly limits of the said "Rockland Village" , a distance of 29 .30 feet to a point; thence West, leaving the said Westerly lied Ui, u distance of 1840.50 feet to the Deep 1537627 Bkq 2146 Pg# 24 Northwest corner of lands described in Official Records Book 373, Pages) 112 and 113 of the said Public Records of Monroe County, Florida; thence continuing West, a distance of 932 .99 feet to a point; thence North, a distance of 340.74 feet to a point hereinafter to be known as the "Point of Beginning" ; thence continuing North, a distance of 161. 93 feet to a point; thence West, a distance of 173 .11 feet to a point; thence South, a distance of 161.93 feet to a point; thence East, a distance of 173 .11 feet back to the "Point of Beginning" . Containing 28, 032 square feet or 0.644 acres more or less. DESCRIPTION: PARCEL "C" A parcel of land lying in and being a part of Government Lot No. 7, Section 21, Township 67 South, Range 26 East, Rockland Key, Monroe County, Florida (also to be known as Tract 13 of the future map or plat entitled "Rockland Key Commerce Center" at the time of recordation) and said parcel being more particularly described as follows: Commencing at the Southwest corner of the map or plat entitled "Rockland Village" as recorded in Plat Book 4, Page 133, of the Public Records of Monroe County, Florida; thence North, along the Westerly limits of the said "Rockland Village" , a distance of 29 .30 feet to a point; thence West, leaving the said Westerly limits, a distance of 1840.50 feet to the Northwest corner of lands described in Official Records Book 373, Page (s) 112 and 113 of the said Public Records of Monroe County, Florida; thence continuing West, a distance of 932 .99 feet to a point; thence North, a distance of 502.67 feet to a point hereinafter to be known as the "Point of Beginning" ; thence East a distance of 110 .00 feet to a point; thence North, a distance of 104 . 12 feet to a point; thence West, a distance of 283 . 11 feet to a point; thence South, a diotancc of 104 . 12 fcct to a point, thence East, a distance of 173 .11 feet back to the "Point of Beginning" . Containing 29,477 square feet or O.G77 acres more or less. DacN 1537827 Bkp 2146 PgN 23 1 DESCRIPTION: PARCEL "D" A parcel of land lying in and being a part of Government Lot No. 7, Section 21, Township 67 South, Range 26 East, Rockland Key, Monroe County, Florida (also to be known as Tract 20 of the future map or plat entitled "Rockland Key Commerce Center" at the time of recordation) and said parcel being more particularly described as follows: Commencing at the Southwest corner of the map or plat entitled "Rockland Village" as recorded in Plat Book 4, page 133, of the Public Records of Monroe County, Florida; thence North, along the Westerly limits of the said "Rockland Village" , a distance of 29.30 feet to a point; thence West, leaving the said Westerly limits, a distance of 1840. 50 feet to the Northwest corner of lands described in Official Records Book 373, Pages) 112 and 113 of the said Public Records of Monroe County, Florida; thence continuing West, a distance of 932 .99 feet to a point; thence North, a distance of 502 .67 feet to a point; thence East, a distance of 110 .00 feet to a point; thence North, a distance of 104 . 12 feet to a point hereinafter to be known as the "Point of Beginning" ; thence continuing North, a distance of 104. 12 feet to a point; thence West, a distance of 283 .11 feet to a point; thence South, a distance of 104 . 12 feet to a point; thence East, a distance of 283 .11 feet back to the "Point of Beginning" . Containing 29, 477 square feet or 0. 677 acres more or less. F-\JK\KEMP\ROCKLAND\Sale to Monroe County\LEGAL DESCRIPTION.doc O,cN 1537827 MONROE COUNTY BkN 2146 P90 26 OFFICIAL RECORDS S ����V i It������ � � t i �+r �� 7�K��� s'� �a I�l #' y., i t A j I 1 hh ��'. '�;^�. � � C � I �'� �p ^ i 3M1 d iM4� _ � �.w.....w `,r f �i� I c i � �' Y�� kti: j �� � .,�. ,� � j" .,, i _ Y„ tl s � �i � i '- .., a __ Y.. U; i i__ �,,i. YS tC itl f LL. '�, ''�� I I `4 I� } � I. M� �� Y 4 n� i.. r 1� YY i� t�` li i� j F a I ���; �� i �� r �, �y (�5 C� 1{y�� � �S F��Y� ,� �, - _ �, r�� � �� �� ��� r„. ���f�'St 5 �r���„ � � �� �'� � �'. �� ._ �� ry, f �'" � C �F xt�, '�` � � k � r �. ��t 4 ��ji u_� r ti '� �. "55 a '+� f( �f ',, Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... IWs ImMmient Was Pmpand BY,Record ®o+ca 1702254 07/03/2008 10 r 28€#M and Relum to; Filed 8 Recorded in Official Records of MONROE COUNTY DANNY L,, KOLHAGE Sarin H.Nevius,Esq. EDEN$MEVILJS,PI. Doca 1702254 302 Soutbard SMrt Bk# 2369 Peet 2352 Suite 205 Key West FL 33040 (30 t);294-5598 RMIAMU This Declaration of Easement(the "Declaration'') is made and entered into as of �r�►j 2008 by and between the Utility Board of the City of Key West,Florida, a utility baud created by special Act of the Florida Legislature, its successors and assigns (the"Grantor") having an address of 1001 James Street,Key West, FL 33040, and Monroe County,Florida,a political subdivision of the State of Florida, its successors anti assigns, having an address o I 100 Simornton lam, Key West, Florida, and Clear Channel Bros &Inc. a Nevada corporation,successor by merger to Cher Channel Metroplex,Inc.,a Nevada corporation, its successors and assigns,having an address of 93351 Overseas Highway,Tavernier,FL 33070 (collectively referred to as the"Grantees"). A The Grantor is the owner in fee simple of the real property described in FAWWJ attached hereto and made a material part hereof(the"Easement Parcel"). B. Grantee Monroe County, Florida, is the owner in fee simple of the real property described in Exhibit"B"atuw4wd hereto and made a material part hereof. C. Grantee Clear Channel Broadcasting, Inc. is the owner in fee simple of the real property described in EAMi "a' attached hereto and made a material part hereof. D. The lands described in Exhibits "B" and "C" are collectively reffeered to as the "Benefitted Parcels." 1 of 12 5/26/2021,2:42 PM ,.,,, a ': • a:+. r/ ..�e A i.,. i. / .# ! :+i .akl '- 1.' ! .•!.-: ! .1.# ..f i##' :.. li i.. It; kf i. .4,'. .1f1{. : •., �_, i =; t E. � a 1 .. r ;, 1 ®..: I.e r it .yE i. :.1 . " +e. -:. i }. .,e •.i •Irr :. ."/ < /# iri 1 gk.... #' # 1 t 1,11 off; r 1 \. i '.4. 1 1'., .e :1 - :.i 1 • 1. t _ 1' ##' •. M -r d 1 i. r I" 1 i i :+ ii .# ',e;'. �.a N « .#.. i : -. ..i :t11 1 i ;.1, : r i.. - • A: : 1 :1 ..n R :.; /.►. - ai .y. 1 ' � y- r i a'', . '..a'' r r 1 i Y: ' : 'a i A : ; 'i: F r:. 1:. R• . i i ',. a.' P. 11 :1 .. f •- ; ' r Rl�«..+::at •# ! 1 4' I; •lalil .1 i +a 1 i- •:`# ai.!' : bi." f # :+ mri " :' . • 1 -.: «'1«N '.,�: " i.. / i FI �.11 1 : IF «,, :'• : t Ito IF i.d i s fi :: 4r°' itMan a i. . w s r:i si., s •� a r .- ., � :.: r I i ' i `«r ,a;. i f a ■ i:l r# A i. t i 11. E ". r -.46 F r 1 ...folk w«. . ':,:`+ # ..-.: /./ # ...-. i # :•' tl.f r :1 Eil. ! '... 1 ,. -+ a j7-T r r,r I 1-7Z-71,747747 i.- i, Ilk ifs—IT i a Y./ /, : R I: F I : r i # as - e i #.:P 1. a ... 1'. i € .i i F i i' r: / .: e + 1 I•..'.i � i Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Roca 1702254 UK 2389 Pg# 2354 2.1 FA%W PI} Grantees shall not cause invasive exotic plant species as defined .by the Monroe County Planning and Environmental Resources Department to be introduced to the Easement Parcel including,but not limited to the Brazilian popper, Australian pine, leadve-, seaside mahoe, and Asiatic colubrina. 2.2 rs l-Hell: The repairs and maintenance to be undertaken and performed under this Declaration,whether necessitated by normal wear and gear, accidental or intentional daniaW,or acts of nature,will include,but not be limited to the following: improve, maintain, repair, and replace the road and/or shoulder of the road;landscape restoration slopetshoulder mewing,litter pickup,dangerous tree removal, landscape maintenance, tree trimming, and washout repair; repair and maintenance of all pipes, conduits, poles, wires, and cables that transport electricity telephone, telegraph and other electronic signals and water (not including sewage orwastewater)to and from the Benefted Parcels. 2.3 Condition of Prouert : Following the repair or maintenance of the Easement Parcel an&or utiWes aforementioned, Grantees shall restore the Easement.Parcel to the condition which existed prior to such work, including without limitation, the restoration of all roadways, curbs and drainage, all at ' sole cost and expense. 2.4 Qm= : Grantor, GraaWs lessee, agent or invitee shall be responsible for any and all repair of damages caused to the easement parcel for which they are found legally liable... 2.5 Apportionment of Exoemes: The Grantees agree to bear the coats and expenses of repairs and maintenance authorized pursuant to and during the term of this Declaration as follows: Monroe County,Florida agrees to bear of the costs and expenses. Clear Channel Broadcasting,Inc agrees to bear the ruining 5S of the costs and expenses. 2.6 Awwrd K,+ ,,,pn,.:g;: The Grantees shall keep records of all activities performed and costs expended pursuant to this Declaration of Easement. 3. C.Q�'— This Declaration and the grant of easement rights contained herein is contingent upon the We of the lands which include Easement Parcel to the Board of Trustees of the Internal Improvement Trust Fund of the 'State of Florida C"Board of Trustees"). Should the sale of such lands to the:Board of Trustees fail to close and title not be transferred from the Utility Board of the City of Key West to the Board of Trustees on or before July 1, 2009, then this Easement is terminable at will by the Utility Board of the City of Key West.. 4. Np lie L`t di on.. Nothing contained in this Declaration shall, in any way,be deemed or constitute a 0 of or dedication of any portion of the Easement Parcel to the general public or for the benefit of the general public whatsoever, it being the intention of the parties hereto that this Waryt of Easement shall be limited to and utilized for the purposes expressed herein and only for the benefit of the persons herein rained. -3- 3 of 12 5/26/2021,2:42 PM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Deaf# 1702254 Bkq 2369 Pgo 2359 d. Grantee Clear Chsumel Broad Inc.hereby agrees to indemnify and hold harmless the,Gmntor from any and all actions, causes of action, claims, liabilities, demands and lasses of any kind whatsoever which may be filed or made against Grantor by reason of the Grantee's, Clear Channel Broadcasting, Inc., use of the Easement Parcel and the rights graitted hereunder. The failure of the Grantor to notify Grantee Clear Channel Broadcasting, Inc. of a claim shall not release the Grantee from any of the requirements of this section. 6. Peer OW LnjLa mW R y D e Liabili y .Any liability of the Grantees for personal injury to any worms employed to make repairs under this Declaration, or to third persons,as well as any liability of the parties for damage to the property of any worker,or of any third persons,as a result of or arming out of repairs and maintenance under this Declamation,will be borne, as between the Grantees, in the same percentages as they bear the costs and eespenses of the repairs and maintenance. Grantee Monroe County is a state agency subject to limited liability under §768.28, F.S., and maintains adequate insurance to respond to any liability in excess thereof pursuant to F.S.768,28,Grantee Monroe County's liability is limited to$100,000 per person , $200,000 per occurrence. The Grantees will be responsible for and maintain their awn insurance. 7. Biii&a EffW. The terms and conditions of this Declaration shall run with the Easernent parcel and shall be appurtenant to the Benefitted Parcels,and shall inure to the benefit of and be enforceable by the Grantees and the Grantor, their respective legal representatives, mux;essors and assigns. The Grantor and the Grantees shall each have a right of action to enfbrce by proceedings at haw or in equity all conditions and covets unposed by the provisions of this Declaration, or any amendment themo, including the right to prevent the violation of such conditions and covenants and the right to recover damages for such violation. 8, LimL Fee title to the Easement Parcel is held by the Grantor, and Grantees shall not do or permit anything to be done which purports to create a lien or encumbrance of any;kind against the real property interest of Grantor. Grantees nay bond over and contest the validity of any mechanic's lien in lieu of payment thereof. 9. Non-Exclusive Easement. The easement granted herein is non-exclusive, and Grantor retains the right to engage in any activities on,over,below or across the Easement Parcel which do not unreasonably interfere with s' use of the Easement Pascal for the purposes specified herein. Grantor hurter retains the right to grant compatible uses to third parties during the term of the Declaration and the easement rights Snuited herein, 10. Eugmnt Burden. It is understood and agreed that the burden upon the Eminent Parcel contemplated by this Declaration is based upon the level of usage of the Easement Parcel imposed by the use of the Exhibit "13" lands (awned by Monroe {County) as a solid waste transfer station and closed landfill and the Exhibit "C" lands (owned by Clear Channel Broadcasting,..Inc.) as a broadcasting tower site. Any increase in the burden upon the Easement Parcel is not permissible, _4_ �b 4 of 12 5/26/2021,2:42 PM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Oocp 1702254 Skq 2359 P94 2355 11. DEFA[1LT, In the event that either of the Grantees breaches any provision of this Declaration,then in addition to any ether remedies which are otherwise provided for in this Declaration,the Grantor in its sole discretion may exercise one or more of the following options, after written notice to the a.) Pursue a claim for damages suffered by the , b.) Pursue any other remedies legally available; c.) Perform, by its employees or through hired contractors, any repair, improvement, or maintenance work and seek repayment for the cost thereof from.the ; d.) Suspend use of the Easement Parcel by the Grantees until the breach is cured;or e.) Terminate this Declaration of Easement and the easement rights granted thereby. 12. 1Va Waiver. Failure by eidw party to enforce any covenant, condition or restriction contained in this Declaration in any c wtain instance or on any par&War occasion shall not be deemed a waiver of such right on any future breach of the same or any other covenant,edition or restriction.. 13. S r- i ice. Invalidation of any one or a portion of these covenants, conditions and restrictions by judgment or court order shall in no way affect any other provisions, which shall remain in full force and effect. 14. Any notice hereunder shall be in writing and shall be deemed to have been properly delivered when directed to the addressee as follows: If to Grantee Monroe County: Monroe County 1100 Simonton Street: Key West,FL 33040 Attention: County Adnximstrator With a copy to Grantee's Attorney: Monroe County Attorneys Office P.Q.Box 1026 Key West„Fl.33041-1026 Phone: 1-305 292-3470 Fax: 1-305 292-3516 If to Grantee Clear Channel 8 ing,Inc. Clear Channel Broadcasting,Inc_ 93351 Overseas Highway Tavernier,FL 33070 ZA 5 of 12 5/26/2021,2:42 PM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Doc# 1702254 BkM 2369 Fq# 2357 With a copy to. Clear Channel Renal Estate,LLC 200 E.Basse Road San Antonio,TX 78209 Lf to Grantor: Utility Board of the City of Key Nast 1001 James Street Key West,FL 33440 Attention:Lou Hernandez, Chairman With a copy to Grantor's A Nathan E.Eden,Esq.E EN&NE'VfUS,PL 302 Southard Street,Suite 205 Keay West,FL 33040 Any notice,request,demand, instruction or other communication to be given,to any party hereunder, shall be in writing and shall either be(i) hand delivered,(ii)sent by Federal Express or a comparable overnight mail service,or(iii)sent by telephone facsimile transmission provided an originial campy of the transmission shall be mailed by regular mail, ail at or to the respective addresses set forth above. Notice shall be deemed to have been given upon receipt or refusal of delivery of said notice. The addressees and addresses for the purpose of this paragraph may be changed by giving notice. Unless and until such written notice is received,the last addressee and address stated herein shall be downed to continue m effect for all purposes hereunder. 15. n . Captions used in this Declaration are for infixvmton purposes only and do nest alter,modify or add to the terms of this Declaration. 16, Governing This Declaration will be governed and interpreted to the laws of the State of Florida. Grantor and. Grantees, their successors and assigns shall perform all of their respective obligations under this Declaration in compliance with all applicable laws. 17. Modificatioartire text, This Declaration may be modified only in a writing executed by the parties to this Declaration or their respective successm or assigns. This Declaration constitutes the entire agreement between all of the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 1S. Wgv� Qf July Enal. Grantor and Grantees hereby knowingly, voluntarily and. intentionally, waive trial by jury in any action brought by one against the other in connection with any matter arising out of or in any way connected with this Declaration. This waiver shall apply to any original claim, counterclitim, cross claim, or other claim of any kind smarted by either party in any such action. None of the parties nor any representative,of any of the parties, including counsel, has represented to the other that it would not seek to enforce this waiver o right to jury trial in any such action. The parties acknowledge that the,provisions of this section are a material inducement to their entering into this Declaration.. _g_ 6 of 12 5/26/2021,2:42 PM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Doc# 1702254 Oka 2369 PqN 2388 W' As to the�r�lat4r. UTILITY BOARD OF THE CM OF KEY WEST, FLORIDA, A UTILITY BOARD Name. CREATED BY SPECIAL ACT OF THE FLORIDA LEGISLATURE Printed Name:" BY! Lou Hernandez,as its Chairman � STATE OF FLORIDA ) COUNTY"OF MCNROE ) The foregoing instrument was a nowledged before me this d l day of _ - 20019 by Lou Hernandez, as Chairman of the Utility Board of the City of Key West, Florida., a utility beard 5jato by Special Act of the Florida Legislature, on behalf of said Utility Board, who i crsvnal known me or produced a as Wentification. St N Public Stake ofFlorda at Large My Commission Expires; ' uv COW&WN Hn 61M EXPIRE&tared 12,2011 TM PORTION LEFT BLANK INTFJSMONALLY 7 of 12 5/26/2021,2:42 PM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Doc# 1702254 BIKU 2369 Pya 2359 MONROE COUNTY, A POLMCAL / SUBDrV]'SION OF THE STATE OF FLORMA By. BOARD OF COUNT' CO1VI'l1+IMIONERS MONROE (SEAL) COUNTY,FLO'r/-,4// A : D L.Kt? G CLFRK By:� C? • By: Deputy Clerk Charles"Sohn , as Mayor MGN NTY RN As A$$jE?ANT CO ry ATTORNEY �� Date � a CLEAR` CHANNEL BROAIICASTTNG, A INC. 11 4v lP ADA CORPORA17FONO Witnesses: SUCCESSOR BY MERGER TO CLEAR �_. CHANNEL METROINC,IN A � , NEVADA CORPORATION Nam: C � Q B wF , Printed N ,r Charles G.Dan UL Sr.Vice President STATE O � .-�-.. (CORPORATE SEAL) �+s � COSY OF e*tkr } The foregoing instrument was acknowledged before me this day of jQ 2008 by Charles G.Dan III,as Sr. Vice President,of Clear Channel Broadcasting,Inc.,a Nevada corporation, successor by merger to Clear Channel Metroplex, Inc., a Nevada corporation, on behalf of said corporation,who is pemnally known to me or produced a as identification. Notary Public 1 s �I State of�zLarge a ouvsA My Commission Expires q_ MY COMWSWN wit ES ..8.. 8 of 12 5/26/2021,2:42 PM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Doc# 1702254 Oka 2369 Pg8 2360 EXHIBIT"A" A 50.0 FT.WIDE EASEMENT FOR NGRESSIEGRESS,LYING 25.0 FT.EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE,INE,TO Wff, COMMENCE AT THE SOUTHWEST OORNER OF GOVERNMENTLOT 9 OF SECTION 20,TOWNSHIP 88 SOLffK RANGE 28 AST;THENCE RUN NDD'btI''WV.ALONG THE WEST LINTS OF SAID SEC:RON 2D, A DISTANCE OF 366 FT.FOR A POINT OF BEGINNING;THEE RUN N84 OV42"E ALONG SAID EASEMENT Cam .A DISTANCE OF ZM8.90 FT.TO THE KrERSECTlONWffH TILE WESTERLY RIGHT-OF-WAY LINE OF'SLIMP ROAD,A 100 FT.WIDE PUBLIC RIGIiT-OF-WAY AS SHOWN ON STATE ROAD DEPARTMENT RIGHT-OF-WAY MAP SECTION Aft 2150.AND THE TERMINUS POINT OF SAID EASEMENT CENT ERUNE,BEING AND LYING IN SECTION 20,TOWNSHIP 80 SOUTH.RANGE 28 EAST M INROE COUNTY.FLORIDA. THE PERIMETRICAL BOUNDARIES OF WHICH EXTEND TO THE INTERSECTION WITH THE WESTERLY LINE OF GOVERNMENT LOT 9 OF SECTION 20,TOWNSHIP 68 SOUTH, RANGE 28 EAST ON THE WEST AND THE INTERSECTION WITH THE WESTERLY RIGHT-OF•WAY LINE OF*SLIMP ROAD*ON THE EAST. DATE F C&I of K@V Wod UdZy Baw4 Pew#1e180 Prmosed kwoovamm Fit Page I of 1 9 of 12 5/26/2021,2:42 PM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Daca 1702254 Bic# 2369 Pq# 2361 oil !• } Jill YYi 1 � 11 � Y xi "_ aE till p g ce ILI i � F i Aar 1-67 qrr _ 10 of 12 5/26/2021,2:42 PM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... DoeN 1702254 Ski 2369 Pun 2362 LEGAL ICES ON OF THE BENEFITED PARCEL OWNED BY MO ROE COUNTY,FLORIDA A tract of laod in a part of Go"xaaieut Lot 8, Section 19, T. 660., It. 28 a., an Cadloe ray, lloarce County, !`lsneida and Lasing more particularly described by mates and bounds. as follows- Gosarane ingp at the Southeast Garner of slovexxaamat Lot 8, said Corner alms to be known as the Point of xiaginning of the tract of land hereinafter dtv- scribed, bear Seat a1=9 the South Liao of eras- atent Lot 8, 41S loot: thaneo beat Borth 1050 feat, 00're or leas. to the abo-reliner tbaxrou meender the altorelirxe in an Sastexly direetioar, 415 teat, mstre or leas to a point■+hith is bsarl%l V"t'h txeaa Pout of seginn sal themes boar South 1450 fewer more or Less, back to the Point of Beginning. i ai 11 of 12 5/26/2021,2:42 PM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Doc# 1702254 0k# 2359 P90 2363 Exmugic LEGAL.DESCRIPTION OF PROPERTY OWNED BY CLEAR CHANNEL BROADCASTING,INC. on Cudjoe Key,Monroe County,Florida, and being all of Govemment Lot 8 of Section 19 in Township 66 South,Rw9C 20 East,LESS AND EXCEPT the East 893.1 feet thereof;containing approximately(9)nine acres. MONROE COUNTY OFFICIAL RECORDS EmIBtT 12 of 12 5/26/2021,2:42 PM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... 399 16 1 OFF 0 rY , pt 1 P 7 7 EASEMENT KNOW ALL MIEN BY 'THESE PRESENTS, that MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, hereinafter called the grantor, does hereby grant to FLORIDA KEYS BROADCAST- ING CORPORATION, a Florida corporation, hereinafter called grantee, a right of ingress and egress over and across certain s„ lands awned by the grantor herein. Said lands and the right of Y S t�••f ingress and egress thereon are described as follows, to-wit: ra, A strip of land 20' wide bordering the East boundary and coat. along the South boundary, a n inside of the tract being a part of Gov tt�Nt,? b` Lot 8, Section 19, TWF 66S, RGE 28 East, t�ef Monroe County, Florida, site being known as .ir7t rs° Volume Reduction Plant No. 3, Cudjoe. Access easement being further describeda , F =t�• commending at the intersection of the center- line of Cudjoe Road (also known as Blimp Road) and the North right-of-way line of the entrance road of Volume Reduction Plant No. 3, proceed in westerly direction, bearing South 5°r5' West for a distance of 2,399..5 to the point of beginning of the access easement. This point being on the East boundary of Plant No,3 which is also the East line of Seca 19. From the P.O.B. proceed West 20 feet to a point; thence South at a right angle to the previous course 367..4' to a points thence West at a right angle to the previous course 873.3' to a point; thence South at a right angle to the previous course 20' to a point, this point being the S.W. corner of the Plant No, 3 tract; thence East at a right angle to the previous course 893.3' along the South boundary of Flat No.3 tract, also being the South line Sec. 19, to a point; point being the S.E. corner of Plat No.. 3 tract, also S.E. corner Sec. 19; thence North at a right angle to the previous course 387,4' to the point of beginning, containing .58 acres more or less. Together with the right of ingress and egress over this property of the grantor, so as to provide for the grantee use of this easement as a means of entry and exit from the properties owned and "intained by the grantee for the purpose of a radio :r broadcasting business. a •r '1 :r Q" f,. {- r 1 of 2 5/27/2021, 10:26 AM Firefox https:Hor.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... It is understood that part of this easement has already been conveyed to the UTILITY BOARD of THE CITY OF KEY WEST as a m 10-foot easement from the property lines of the described proper- ry � ty for the purpose of erecting and maintaining their utility poles. It is understood by the parties that said use of this f r4 r easement is limited only in any interference with the present T�1 10 foot utility easement but otherwise unimpeded, This easement shall be in perpetuity. ss ^ €� IN WITNESS WHEREOF, these presents have been executed by the grantor herein, all as of the day of , crs14, A.D. 1985. co MONROE COUNTY, FLORIDA VQ By 1 Syor a rman o t e oar u of County Commissioners of • r „ Monroe County, Florida x. tJ: j 4 'X. STATE OF FLORIDA COUNTY OF MONROE Before me, the undersigned Notary Public, appeared Wilhe]mina G, Harvey , who acknowledged that TSMO e ayor an a rman o the Board of County Commissioners of Monroe County, Florida, and that (s)he is authorized to si n the doeui- sent herein, and that (s)he did sign the document for the pur- poses therein contained. Sworn; to and subscribed before me thi day of A.D. 1985. Mel, 'x t�f f• $ , r otary Co 'rJfif Q0't` ltnkot pudz a194i C 1 ��° {' r � My tammisxiOn wry r S•' ,anda4 5br�TroYff� •3rtx1P o Ort� ,;t � °�' In t9F1Fr O R"rdr fh,vl; AP la AS�G ff7VAAf yVlanro, cnunar crddn �d V9rddlsc! or L AL STJfitCl #Y t r Axtorr�eY�pPflc� r;s k s a 2 of 2 5/27/2021, 10:26 AM L'iAd ioe North Easeme��t Schedule 4.10 #4 SPECIFIC PURPOSE SURVEY SKETCH TO SHOW LEGAL DESCRIPTION AREA t nti i -� ,*' 4 �1 N Fit , �' _ktl o-k t• t�fl r� t4 1`,i N330 51 IA5 TkVO Rk 9 L �n7y 48.48 MEAS 11 T - ;� N 1k7s jtiNl�� 1,2 a iN�.,� °Et' 556 40`09 W 261 8 MEAS 1 x w e 5320 57 28 E N720 34'591E 2277 MEAS r 20.85'MEA5 s f� 1 k ail S cxouo— N56°40'091E ' o 15 30 ®0 555° 242 14 MEAS 55.62 MEAS ." �r4 , a� re 51°01 46E 48.60 MEA5 ti 'N 55°O I'481E 4 44.69'MEA5 i 52°33'09 W `r 37.05'MEA5 ti N 1°O 1'46"W 38 58'MEA5 qt 500 55 46 Wti 29.1 3 ME AS N2°33'091E }L}p' 1... 37.39'MEA5 0 o 0 �'htiTr�J NO°55'461E '� 41 28.42'MEA5 Sti 1W�- N 10 3 27"W 5 o-`z' tit 56.55'ME45 0 n0 1i�s NI°OI' 16"W f 32.89'4 MEA5 N69°47' 1 7"W 46.87'MEA5 u e 5 10 3 1 27 E 56.98'MEAS 1- ` f1 vt N 10 22'46"E ki ti t 20.00'M EA5 5 1°0 1' 1 4TIE 71.68'MEA5 SS 5690 47 1 7"E 45 62 MEA5 500 1 2'43 NO° 2 431E 41.61'MEAS 61 36 MEAS y NI°SO TOE '.. 97.1 1 MEA5 f I 51° 10 IOW 97.23'MEA5 �� � �B £j} 0 ati :4t" 500 26 0 IT IT-1 58 E - ^ o�^ e 161.10 MEA5+ _ - o 4t. NO°26'56"W O o O i 61.05'MEA5 00 1 �r xxnn O 11Nti�k� FOB O LL s 5 � 1 N L-- .I`` �� S 1✓9 &I 151 ASS N,b �N69048 26"W 1 _ 852.07 MEAS569041 28 E 20 00 MEAS '�°' .NO° 32 E , 00 MEA5 ' 11 ® o 5UKVEYOK5 NOTES SPECIFIC PURPOSE SURVEY SKETCH FLORIDA KEYS WASTEWATER TREATMENT P-f NT LAND SURVEYING 750 BLIMP ROAD Oe 00✓F-fFA5 kill— CUD-OE KEY,MONKOE COUNTY,FLORIDA SU6A,'.LOAF KEY,FL�3304P oe/2s/zozi P101,1. -1394 3630 �� ro -All %%I�%IN%%% -36' 1 r II I. tr ktt y ��., £ ' y yVt rl $� _ �Yrrii�,t, t4 , SM �� #�£s � 4 ;, ��` . "JI �I ",b�, m�s� i Doc# 1952885 10/07/2013 8:46An Filed & Recorded in Official Records of MONROE COUNTY AMY HIEAVILIN Doc# 1952885 Bk# 2653 P90 342 07-P.E.02 04/93 This instrument prepared by, Item/Segment No.: 4152302 or under the direction of, Sec/Job No. 90020 Alicia Trujillo, Esq. CUa SR No. 5, MM 30 State of Florida Managing District : Six Department of Transportation Parcel No. 5214 Address: 1000 NW 111th Avenue Miami, Florida 33172 PERPETUAL EASEMENT THIS EASEMENT, Made this U �Aq�C -Sip\e"�{2013, by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, Grantor, whose address is 1000 NW 111th Avenue, Miami, Florida 33172 , and, County of Monroe, Grantee, whose address is 1100 Simonton Street, Key West, Florida 33040. WITNESSETH: That the Grantor for and in consideration of sum of One Dollar and other valuable considerations paid, the receipt and sufficiency of which is hereby acknowledged, hereby grants unto the Grantee, a perpetual easement for the sole purpose of constructing, operating and maintaining a waste water lift station, by Grantee, over, under, upon and through the following described land in Monroe County, Florida, also known as Parcel 5214. See Exhibit A Attached (Legal Description) The easement granted is for the sole public purpose of constructing, operating and maintain a waste water lift station at MM30.6 Big Pine Key, Florida which shall constitute a part of the Lower Keys Regional Waste Water System. The interest granted herein is not intended to be used for any other purposes nor create any property interest outside of easement area granted herein. REVERTER: If the easement ceases to be used for the above described public purpose all property rights shall revert back to the Grantor. TO HAVE AND TO HOLD the said unto said Grantee and the Grantor will defend the title to said lands against all persons claiming by, through or under said Grantor. Schedule .1 Doca 1952885 Skp 2653 Pga 343 Item/Segment No.: 4152302 Sec/Job No. 90020 SR No. 5, MM 30 Managing District : Six Parcel No. : 5214 IN WITNESS WHEREOF, the Grantor has caused these presents to be executed in its name by its proper officers thereunto duly authorized, and attested, on the date first above written. STATE OF FLORIDA DEPARTMENT F RANSPORTATION , t Witness: By: r Is (Print name)U-sa x10( j=�. (Print name) Gus Pego, P.E. District Six Secretary Witness: ATTEST: (Print name) (Print name) �lr � ExeSecre' y (Affix Department Seal) STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this f &y Gus Pego, P.E. , District Secretary for District Six , who is personally Vlbwn to me or who has produced as identification. "iylTic State of Florida az (Typs/Print naon EE017440I2014 lic in and for the County and State last aforesaid. (Affix Notary Seal)My Commission Expires: IC1I--Z- I !'l Doea 1952885 BkN 2653 PgN 344 EXHIBIT "A" LEGAL DESCRIPTION: F.D.O.T. PARCEL 5214: A parcel of land being a portion of State Road Number 5, lying within Section 26, Township 66 South, Range 29 East on the island of Big Pine Key, Monroe County Florida as delineated on Sheets 102 and 103, of the Florida Department of Transportation Right—of—Way Map for Section 90020, dated June 25, 2001 described as follows: COMMENCE at the intersection of the centerline of Newfound Boulevard with the Baseline of Survey of State Road Number 5 (U.S. Highway Number 1, also known as Overseas Highway), said intersection being on the Baseline of Survey at Station 1110+46.62 as shown on said Right—of—Way Map; thence South 88'49'24" East along said Baseline, a distance of 1990.31 feet; thence South 01'10'36" West, 65.00 feet to the POINT OF BEGINNING; thence South 88'49'24" East, along a line 65.00 feet south of and paralell with said Baseline of Survey, 80.00 feet; thence South 01*10'36" West, 35.00 feet to the existing Southerly Right—of—Way line of said State Road Number 5; thence North 88'49'24" West along said Southerly Right—of—Way line, 80.00 feet; thence North 01'10'36" East, 35.00 feet to the POINT OF BEGINNING. Said lands containing 2800.00 square feet (0.0643 acres) more or less. CERTIFICATION: I HEREBY CERTIFY that the attached Sketch and Description of the hereon described property is true and correct to the best of my knowledge and belief as prepared under my direction. I FURTHER CERTIFY that this Sketch and Description meets the Minimum Technical Standards set forth in Chapter 5J-17.050 through 5J-17.052, Florida Administrative Code, pursuant to Section 472.027, Florida Statutes. Date: —_n E3= 13— /3 KE TH M. `^ t. E—A—TOW, P.L.S. Florida registration No. 5328 AVIROM & ASSOCIATES, INC. NOT A VALID SURVEY UNLESS L.B. No. 3300 ACCOMPANIED BY SHEETS 1 THRU 3 REVISED:08/13/2013 by K.M.C. REVISED:08/01/2013 by S.A.M. Florida Department of Transportation AVIROM &ASSOCIATES, INC. JOB#: 8270-9 District VI s,Assoc SURVEYING & MAPPING SCALE: 1"=40' Sect/Job NO.: 90020 �0 �9a 402 APPELROUTH LANE,SUITE 2E DATE: 03/05/2013 FAP No.: N/A Q y KEY WEST,FLORIDA 33045 BY: S.A.M. SR No.: 5/Overseas Highway/U.S.1 TEL.(305)294-7770,FAX(561)394-7125 CHECKED: K.M.C. www.AVIROM-SURVEY.com County: Monroe FSl9BC/SHED tq� ©2013 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1617 PG. 39&40 Parcel No.: 5214 This sketch is the property of AVIROM&ASSOCIATES,INC. and should not be reproduced orcopied without written permission. SHEET 'I OF 3 Docn 1952885 Bko 2F53 Pgp 345 SURVEYOR'S REPORT: 1. Reproductions of this Sketch are not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper. 2. No Title Opinion or Abstract to the subject property has been provided. It is possible that there are Deeds, Easements, or other instruments (recorded or unrecorded) which may affect the subject property. No search of the Public Records has been made by the Surveyor. 3. The land description shown hereon was prepared by the Surveyor. 4. No underground utilities or improvements were located. 5. Bearings shown hereon are referenced to Grid North, based on the 1990 Adjustment of the North American Datum of 1983 (NAD 83/90) of the Florida State Plane Coordinate System (Transverse Mercator Projection), East Zone with the Southerly Right—of—Way line of State Road Number 5, having a bearing of North 88'49'24" West, as referenced on Sheets 102 and 103 of 138, of the Florida Department of Transportation Right—of—Way Map for Section 90020, dated June 25, 2001. 6. This map is intended to be displayed at a scale of 1:480 (1"=40') or smaller. 7. Units of measurement are in U.S. Survey Feet and decimal parts thereof. Well identified features in this survey were field measured to a horizontal positional accuracy of 0.10'. 8. Abbreviation Legend: � = Baseline; B.M. = Benchmark; � = Centerline; E = Easting; F.D.O.T. = Florida Department of Transportation; GPS = Global Positioning System; I.R. = Iron Rod; L.B. = Licensed Business; M.C.R. = Monroe County Records; N = Northing; NGS = National Geodetic Survey, No. = Number; O/S = Offset; P.B. = Plat Book; P.C. = Point of Curvature; PG. = Page; P.L.S. = Professional Land Surveyor; P.O.B. = Point of Beginning; P.O.C. = Point of Commencement; R = Right; R/W =Right—of—Way, RE = Monroe County Property Appraiser's Real Estate Number; STA = Station; U.S. = United States; W/CAP = With Surveyor's Cap. NOT A VALID SURVEY UNLESS ACCOMPANIED BY SHEETS 1 THRU 3 REVISED:08/13/2013 by K.M.C. REVISED:08/01/2013 by S.A.M. Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB#: 8270-9 District VI cr&ASSoo SURVEYING & MAPPING SCALE: 1"=40' Sect/Job No.: 90020 �� '9� 402 APPELROUTH LANE,SUITE 2E DATE: 03/05/2013 FAP No.: N/A Q rn KEY WEST,FLORIDA 33045 BY: S.A.M. SR No.: 5/Overseas Highway/U.S.1 TEL.(305)294-7770,FAX(561)394-7125 www.AVIROM-SURVEYcom CHECKED: K.M.C. County: Monroe �sT9eLISHED 199" ©2013 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1617 PG. 39&40 Parcel No.: 5214 This sketch is the property of AVIROM&ASSOCIATES,INC. and should not be reproduced orcopied without written permission. SHEET 2 OF 3 Doca 1952885 Bka 2653 Pga 346 NORTHERLY R/W LINE STATE ROAD No. 5 STATE ROAD No. 5 o (U.S. HIGHWAY No. 1) b 00 (F.D.O.T. R/W MAP SECTION 90020, SHEETS 102 & 103 OF 138) o o 0 ro + BASELINE OF SURVEY + S 88'49'24" E S 88'49'24" E r0 STATE ROAD No. 5 r"� 1504.40' 1990.31' 1130+00 1131+00 N N I P.O.C. + Q INTERSECTION OF 31 o W I NEWFOUND BLVD. rn I_ W WITH S.R. No. 5 oi� oo WI N P.O.B. • u7 � II O C) of STA: 1131+16.93 cn y tv5 m oo STA: 1130+36.93 NI 0/S: 65' R o Z CO G o+ 0/S: 65' R i o Q + Z W S 88'49'24" E 80.00' Z M O 3 T o, ILt. I ''�p F.D.O.T. �. 2 T PARCEL 5214 c o V W SOUTHERLY R/W LINE Lc Lo� 2,800 SQUARE FEET �tri Z STATE ROAD No. 5� (0.0643 ACRES) CD s4't N 88*49'24" W 80.00' I 7 (BEARING BASE) I I I NOT SUBDIVIDED PORTION OF w RE: 00111700— Xlz SECTION 26-66-29 <Iz 000000 0 ,�� RE: 00111670— o RE: 00111670-000101 01 000104 n a OJ t 144' MONROE COUNTY 40 0 40 80 OFFICIAL RECORDS NOT A VALID SURVEY UNLESS ACCOMPANIED BY SHEETS 1 THRU 3 GRAPHIC SCALE IN FEET 1" —40' REVISED:08/13/2013 by K.M.C. REVISED:08/01/2013 by S.A.M. Florida Department of Transportation AVIROM &ASSOCIATES, INC. JOB#: 8270-9 District VI M&ASSOC SURVEYING & MAPPING SCALE: 1"=40' Sect/Job No.: 90020 O q� 402 APPELROUTH LANE,SUITE 2E DATE: 03/05/2013 FAP No.: N/A Q / m KEY WEST,FLORIDA 33045 BY: S.A.M. SR No.: 5/Overseas Highway/U.S.1 IJ�_ co TEL. (305)294-7770,FAX(561)394-7125 CHECKED: K.M.C. www.AVIROM-SURVEY.com County: Monroe FST9eCISHED 10 ©2013 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1617 PG. 39&40 Parcel No.: 5214 This sketch is the property of AVIROM&ASSOCIATES,INC. and should not be reproduced or copied without written permission. SHEET 3 OF 3