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Resolution 403-2021 RESOLUTION NO. 403 - 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 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 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 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 "FKAA") (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 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 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 ' 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 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 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 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 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; 2 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; f. focus on the appropriate expansion and interconnection of existing 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 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. 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- 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 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. 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 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. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of the Board held on October 20th , 2021. Mayor Michelle Coldiron Yes Mayor Pro Tem David Rice Yes Commissioner Craig Cates Yes Commissioner Mike Forster Yes >`ol. o® Commissioner Holly Merrill Raschein Yes e.....,. 7 y .. � ,- --_ —.,.."...i.,„ BOARD OF COUNTY COMMISSIONERS ° `—� .:V CLERK OF THE COURT OF MONROE COUNTY, FLORIDA iy k-' ter" ° C e°°Niv ,N t0 P \ 1 I fr: By: By: As Deputy Clerk Mayor Approved as to form and legal sufficiency: Monroe County Attorney's Office �, 10-28-2021 ` _' C-40:41 t* itsle : ,'t-r- c-) --, -=tip. ;-< r) ►' v • 4 Exhibit A Asset Purchase Agreement 5 ASSET PURCHASE AGREEMENT FOR THE WASTEWATER UTILITY By and Between MONROE COUNTY,FLORIDA (Seller) and FLORIDA KEYS AQUEDUCT AUTHORITY (Purchaser) Dated as of October 29,2021 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 5 ARTICLE II. TERMS OF PURCHASE AND ASSUMPTION OF LIABILITIES 9 Section 2.01. Purchase and Sale of Acquired Assets. 9 Section 2.02. Excluded Assets. 10 Section 2.03. Sale Free of Liens 10 Section 2.04. Assumption of Liabilities 10 Section 2.05. Subsequent Documentation 11 Section 2.06. Reverter. 11 ARTICLE III. PURCHASE PRICE 11 Section 3.01. 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 Section 4.01. 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 Section 4.07. 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 Section 5.01. 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 Section 6.01. Survival 17 Section 6.02. Indemnification by Seller. 17 Section 6.03. Indemnification by Purchaser 17 ARTICLE VII. CLOSING 17 Section 7.01. Closing Date 17 Section 7.02. Deliveries by Seller 17 Section 7.03. Deliveries by Purchaser 18 ARTICLE VIII. 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 Section 9.02. Public Access 19 Section 9.03. No Assignment 19 Section 9.04. Conflict of Interest/Non-Collusion. 19 Section 9.05. Ethics Clause. 20 Section 9.06. Right of First Refusal 20 Section 9.07. Expenses; Brokers 20 Section 9.08. Risk of Loss 20 Section 9.09. Reasonable Efforts; Cooperation 21 Section 9.10. Notices 21 Section 9.12. Headings 22 Section 9.13. Construction. 22 Section 9.14. Severability 22 Section 9.15. Entire Agreement 23 Section 9.16. Amendments 23 Section 9.17. Parties in Interest 23 Section 9.18. Successors and Assigns 23 Section 9.19. Governing Law; Jurisdiction 23 Section 9.20. Counterparts 23 SCHEDULES 25 Schedule 2.01 Acquired Assets 26 Schedule 4.07 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 I: "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 Party seeking indemnification has had incidental damages, lost profits or punitive damages assessed or asserted against it by a third party. "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 II 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, 1 11 1 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 Party 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 Party 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 Party may change its address and preferred recipient or other contact information for notice by giving notice to each other Party 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 Party 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 Party 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] t��., � ® V SS WHEREOF, the Parties hereto have executed, or caused to be executed by � ' , - •� ed representatives,this Agreement as of the date first above written. ' SELLER: by°°T COUNT• Attest: KEVIN MADOK, CLERK OF MONROE COUNTY BOARD OF COUNTY COURTS & COMPTROLLER COMMISSIONERS By: 671'fre"-eAllt4'14'"L By: - As Deputy Clerk Mayor Date: - c (-SEA) PURCHASER: .. y Attest: FLORIDA KEYS AQUEDUCT AUTHORITY By:f '�54i j G9( /s,Li1j By: '- Title: Secretary Chairman Date: I'll 1v l� 3 rn Approved as to form and content: Monroe County Attomey's Office 10-27-2021 -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 Key_WW_4053-12_Record 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 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 Key_Transmission_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# 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#1858251, 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# 1858253, Monroe County OR 2542-188. f. FKAA Service building(located on RE# 00 1 1 1 690-000000,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- I N.I,J MAP OF BOUNDARY&TOPOGRAPHIC SURVEY Site Survey PARCELS A&B .t4�, • PART GOV'T LOT 7 if 'nOaa1115:r4' '. SECTION 21,TOWNSHIP 67 SOUTH,RANGE 26 EAST ,,-.i • :L> i'1 ROCKLAND KEY MONROE COUNTY,FLORIDA g-k 1 ' " =' `LOCATION MAP,NTS NORTH SKI INVESTMENT,LLC ASSUMED FROM AEI 001210BO-00020A LEGAL DESCRIPTION e es a eouNos NOT PROWS. SCALE: 1"=30' v00 uP�u"oe • 6 wEsr xel.lrlo7 �1 ,,,, aaa `\\4T-' 69 4Y36•E i63.11•(M) LEGAL DESCRIPTION- OFFICIAL RECORDS BOOK 1111,PAGE 1212 PARCEL a•: A pa.l d land N.I and Wing a portef Gmerm ent lot Na.1, - Gum, SS.al,TlStn.,6l S ,Aa.e 26 East,Raddled Kay,/Somme Es m,AMID(alas to be Imown as Tract 4,et the Ortme map or plot 3 PARCEL'D' 3 entrt4d...and Key Commerce Cant,et the I.of recs. .) * • 3 and.le parcel teas mere paatle daily described as Lubec Cemmerws at the Seethe.comer of O„may or Pat welded E •AOWaM V060,.as[suety, In Pat Book 4,Page lll,d So..3,17 i Deco.of Memel[suety.WSO.Owes Nam',sip me oaten QM ITPIO d Wa.k.0200.Vaaga•.a.1.d 19.30 Seeto a pa. Sarno W� g.said Westerly lngts,a dldznm of 164030 feet ,err .Se NO comer of We lands desmmd.d,1.10.200 Bonk m RI 313,Page(s) and 113 of Me sold yu,m records of Monroe Cady, ;ad.;,and=Armig West,a dla.n.of 93299 feet.a pebd O pi ¢; .V.to M known as 6„'Polnt of BepinnIn9•;Sense condwing ER West,adtmnm°f1n.11 feet.a point;!ame North,a distanced o�I ° N0.4 het.a pens thence E,a PNunce efeA.l l het se a peons; s e: z6I Menem Soma6.540 df0.P4 het back.le•obit d Begindng•. El Confab.SB,966 wave feet.1.314 acres men or I., g PARCEL'WI 8 PARCEL•C• 4 A part.VW.Ding In and being a part of Gore v..t W.1, I k Seder 11,TowmNP 67 Sous,Range 26 East,Roc..Key,Monroe CounW,Fb0W(also.be known n Tract S,d the future map ea port I e3 Sad pawaho wore 54' 0M 0er.sotmmeu ads of n> m-I •1 ' Common.atpe SwN„nt earner Of T6 map m plat enmled - n,00wa P AOWnnd Wass.n rt..N Plat Soak 4,Page 311,else PWBa •. Records of Monroe County.Meta;Sena NeM,along the... zert.a®�� WFSO 1)].11'(0) 'w�� w� I MN el the sale Rod..UNaga.,ad..dl930 fete.a pcWt s69vrle•E In.li•(My sag: nose•I Senn West, said Westerly Omni,a Alarm.d 1640S0 > /+wfestS4e NerS.e4 earner of lands enal6W IOSNI Reeves Beall ---.— —� pa!e \ l., JI r ]t' * I') __E-W 110.00•(0) err ll3,1 VIVE 110.00•(M) Pon I SmbrowBepino.•;Usen.cooms4s♦• -� P O♦ I of161Mfeet.a p.PT Sam West.adlsh,O d 173.11fet.a - 9�-- �, Po.SOSTP4„mSoM,a...n.d 161.91 fed se a polo.Ver.Fast•a (- '+ &slam el 3llil het Meats ae•ens d 0egam.g•.ConWNnp s 1 Sr26,031 seuam fed or o.6M acres,more woes. y 4Y `a I - , �w ♦ ♦✓1 J♦Ile !.�.V --. I PARCEL•.6.O•NOT APART OF THIS SURVEY ° cr g i S. ♦ SURVEYORS WS: �PARCEL'B' ♦ `mo w.7'...'+w9 4 UM SURVEY WAS M...PM TR SOY AND 1120.2.11 BMW Of.BUMS 1 G� /�' P ern era ao.l.n mavOe 8 .♦J 0' (Roue RJ .. .'',1' .01134,10 Tn.!ORSCRYTKORS NM r J♦ �Kev / t .peer INDIUM mwme. w„aon„mdrmrcnus�,f vr�..ow ;V. - "' ♦/ P .mwnnm0wo.nana..ADmneme..� e W g : ... ♦, ♦•w `•i•n____-_sob J i I NmNe 4. .127;22m212;2°=.un.ov747,4T2rm2e...gr..21 g r1e•e 1h.1rq-._ NAST 8 E„1 m.n,,.LT.e„,.pMtRa.Fam,"e,.„.,mt6P...nm,li,M.s .o.®rm„ ... e e /♦J ♦low mmOMOAADALSmUie"a`eraNI AAITIlll OBNPn lwursanxumsammrm ' N° onAem.am AmnAratyma,,,,Mm¢a,,..„. ' . Am ono J Il4 s .u.waOa,m...awotd.vuevssammnm omr.,m R6 Ovum 11.6 nm. .,..o.o !• __tm.m.1 a. Icy.span rteeerrAu wino m GRID NM,Am An AOa.Oee.Ino (were. P." ♦,w J ♦✓ ♦•w J 1 mowwrtsmBv wma.srl0re.oen..anu.mTu.o B _________ ♦•w kf_ On loot Aousm.T.Y.woo one fmlxu amLry T.EAST w¢m tams g _ q.3 pa 6 .4 °44essasROD NA, T I em.o Au awtrvTTxneTP. asemtuc maassxaru+.rm AuaT.0 p = / rtew wry .F„ I APPRAISES.wn.,„ , .wa mRb.oem.RyT.„.,„ .� 01 PARCEL'A � y um,c n.tarrawn olAwS.oM p e deg 1 rro .eta ♦ n♦✓ ��_--• ---!3� ' 1.2.eliuwe.'I. esTAum�ann,..1 navmMvn PZ, — „ ANON MIS.KAYOS,. �e; P .. m TO PICA11.29 IS AS�„�. �p. xm„mG.rtm. �` ; � ♦✓"Y'- _ _ .eta was �y,r ♦✓ . J/- '- •, .p:a<:iv;:.:mrMon" 7 a vmpsA'::=1..ac eAsreace m\ I'&Il'`. Pw tar'-^�. , mn.mf•RAS amsunns011Vfmass Ano�ummMna+.rAGRaaM.rsK moo. IW, D. J ,. I <ISK.AmnAmll.o..n Rid .mmlrrlm.IDL,,,en RIM � 7:;..,.....,.... ...No..J!✓ D UST Ira 1112 IAsa..T.mOMs..n.oROr.asID,®up m.eamP NOY i�q J w.l. _� :,..av� ��• v R�.�N SIM. VOTING AND N,. .rtALIMONY MD BMWS ON ILL p�9.. „.NO d..UNS f.0111,MN `♦ II�l1Li^.�a1�1PW,_IASU }y LI . .Z.Tn • III 1 v a t:loll ♦ iAW..1;. 1.•f' S J I 11'. a �,rl IL' 4� ' g d I€L p'. \1♦low s'• . I 1+a t ! 1 I . d w 1,1I :. Ef w1 •" l IS V. p _ o "� 'I 1 / tan _ o -''�a°_"w---rib-'i9 b�• e,,.,ma.r.®. S _ aJ ♦e,_.ry r. ono m IEZZIN wwwww•nw I wt. • ———on..wwoe/Wart MT' — —. w'a Is69.4nere.1l3.tr(M) ..�_.... eras. I ar.=...wsmn ,.... ROCKLAND AVENUE B DOCKLAND INV TMENT CORPORATION INC 1 TOPPING FRANK P LIMITED PARTNERSHIP I morn�s seams POINT OF esI•OOl nos NOT Pew.. De 3I 00I 2070 i 01 0B .fT NEy a spa Me I RIMYBOUNDSNe a ED ' REVISION 1101mGT IDE NEW FOAM.of I /N .wnl.Vn,-vemm NO..V IC.11 S REVmeN I LEGAL DESCRIPTION- CERTIFIED TO- ra ,mmre.m. SEE AVOW MONROE COUNTI BOARD OF COUNTY COMMISSIONERS a- • A REECE&ASSOCIATES „ „ m„,w er m„® w mGR - v -e e PROFESSIONAL SURVEYOR __ _ _ _ __ AND MAPPER,LB 7846 _ at IP" .msees.�am.m •„uuT--.----- EXHIBIT°'rw..mn,,w--. DI OR131i0ila ale n!EWaSice! rurmn,eevnm.rrwr.unnm.se„mnrtvaaemrun mMe.. ' °lows-=� •.•e-• — w,i Pu11091a1sat A IPos.!Po'1em1 Big Coppitt collection and transmission system is located entirely within County or FDOT ROWs and are depicted in the as built drawings . Survey of Cudjoe wwTP - SPECIFIC PURPOSE SURVEY SKETCH TO SHOW LEGAL DESCRIPTION AREA / Maki .4MIi • ii 't t a • • I 404 !B /<. A. i B E mee.rfteee W.A.riefiereefe•MINIM ree LLT.•4•10 Met.If ea.TR.•COMA rat a' i, „a a ' 1 �.�, a m �. 7 >. .. s Iscr mm`/ I . w I I SPECIFIC PURPOSE SURVE,S"E 0-1 FLORIDA KEYS . - "Fq.TRFATMErr P._,.,,• 440 50'MEAS 1.�.—.—.— LAND SURVEYING , . .. } muei79G ...a.n-w =MO w w MP r > r CRWS As - builts , , ,', -.F L p Alt" .c.e,.,,,,',,,,4,,2?-,,.„-.,.•, .,k ;� B �t�. " ,',.,,,,,e,,-•t, .,,•,-,.-.',,, i , .......4".0:,'i.,.2:,.',--4,-",,,-;,,:2,F-'-~.::p,...4-4..4,,. .. •'••,1 tklei. _ i ems'..` s1Y ,! ri .,� ''' 4, -- ' *L 't i D 1"' ,,".�� , st 3i°' ,,, ,. , ra Alt — " "»cam. fE �. al A*` wry ,w t .�` I '% '`w ' f ' ar ik\ 1Ft war "',`, 4 ', • ` +.,. { ,$,,�4 y q y� " n sWs n Ibt i �Aa4. �yy ., i ,. ,.- t r M "` ...„ ► v.!. .ram f a*f., E k •se.. 4' ra 'e*' ^�. t. s d '9 r�- !fv - a*+�ar..r"�* a 26-SPD.02 06/99 (Public Purpose— No consideration with mineral rights) This instrument prepared by, Parcel No.: 4524 Dad 1858252 11/15/2011 2:44PM Filed & Recorded in Official Records of or under the direction of, Item/Segment No.: 90020 MONROE COUNTY DANNY L. KOLNAGE Alicia Trujillo, Esq. a.') Managing District: Six Department of Transportation Address: 1000 NW 111th Avenue, DEED DOCISTAM1 P 4CLM DS $0.70 Miami, Florida 33172 Doc# 1858252 QUITCLAIM DEED Bk# 2542 Pg# 183 Public Purpose THIS INDENTURE, Made this 3/sue of©cio,6E2 , aD// 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 Cudioe 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 I. ' 7-17 ' Q/> By: ; Witness: ,._,- ,,rir Gus Pego, P. District Secret ry Print Name: focgrIto laavet la Witness: Attest: l ,«, Print Name ��. 6a MT ref f yf�Cf i ,�t .w �-v Print me as Executive Secretary -..., -'-'LL-"'•'''•. (Affix Department Seal) Ji Y z' .4. STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this 0eQer 3l, 2011 , by 6vS -eV , District Secretary for District Six , who is personally known to me or who has produced kyA as identification. QV$Y Notary Public State of Florida Hans Maichel My Commission DDB22777 �� ! 14e, ' Expires 09114/2012 (type/print name) mains Nickie l Notary Public in and for the County and State last aforesaid. (Affix Notary Seal) My Commission Expires: 49/11/2012 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 5619'04" East along said Northerly Right—of—Way line, 60.00 feet; thence South 33'40'56" East, 47.00 feet; thence South 5619'04" 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: •— 07— VO i/ %. — TOW, P.L.S. Florida Registration No. 5328 AVIROM & ASSOCIATES, INC. L.B. No. 3300 •ACCOMPANIED BY SHEETS 1 THRU3 '1 Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB#: 8270-4_LS District VI es&Assoc. SURVEYING&MAPPING SCALE: 1•=40' Sect/Job No.: 90020 �0 v� .402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: NIA KEY WEST,'FLORIDA 33045 SR No.: 5/Overseas Highway/U.S.1 a ti TEL(305)294-7770,FAX(561)394-7125 CHBY: SAM. M. www.AVIROM-SURVEY.com CHECKED: K.M.C. County: Monroe --',48(/SHED toy ©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. SHEET 1 OF 3 and should not be reproduced orcopied without written permission. 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: Ei = 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; 0/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 3 Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB#: 82704_IS District VI &Assoc SURVEYING&MAPPING SCALE: 1'=40' Sect/Job No.: 90020 O SA 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: N/A S m KEY WEST,FLORIDA 33045 4 q BY: SA.M. SR No.: 5/Overseas Highway/U.S.1 TEL.(305)294-7770,FAX(561)394-7125 County: Monroe 4a.44. rrto 1stat www.AVIROM-SURVEY.com CHECKED: K.M.C. ©2D11 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. .1566 PG. 1-8 Parcel NO.: 4524 Ns sketch Is the property of AVIROM S ASSOCIATES.INC. and should not be reproduced or copied without written permission. SHEET 2 OF 3 `/ "' soaoD3a 1dImI��o se, M 0.7.,�o` 'o� A1Nf103 3O3NOW � ti� -'►. SET 5/8"x18" I.R. W/CAP C 6.�N S9s2S�,?j c��t ,! r4 X a M lot (WITNESS L.B. #3300) GOVERNMENT LOT 3. �. 10.00' OFFSET NORTH SET 5/8"x18" I.R. W/CAP sj�� o CI N 114315.43 (LB: #3300) 2j aE o E 468692.69 (BEARING BASE) m I- w Q N 56'19' E N 114348.70 o c) a is x m x E 468742:62 ' COCI °0U1' N o l 60.00 co .... 10. Eb.; .Ts..Pf,.�!lY.., :: LINE Z 1..8 lNrs a 'p :4JZ! ?�▪ ::r ? p NORTHERLY R/W 1 .¢ p :;::•••: ::....w:::..:::::::▪: '::• op STATE ROAD No. 5 1"1 CCDN ▪ �t1� ^ aog .rs c� ;t n ;,2:820 SQUARE FEET VJ V' w d z y o CD M d' i:(0.065 ACRES)?• M h. Z w ' `"..62. "' M • M Q a'� c. Z . o� N o P.O.B. z ▪..... .....▪.. o Quo,-0 '';s-P o m N M• ci SET .5/8"x18" I.R. W/CAP S 56'19'04" W `.SET 5/8"x18" I.R. W/CAP o 0 z". ' o r.n.-.� (LB. #3300 3 60.00' (LB. #3300) °6 T o o t*= r(0 STA: 04351+53 96 O STA: 431+69.96 a.Z o o p c n4 0 n 0•0 / o 22 O 0/S: 53' L Z >- N o o s. Ni-vM N 114276.32 O q rrj N 114309.59 O j 4 y o Z w II E 468718.76 O in E 468768.69 BASELINE OF SURVEY ¢ Q ¢Y o • -I- el STATE ROAD No. 5 j N.>. Iv yS a N 56'19'04" E r) z 432.+00 ci -VP! On i , 5615.54' 736.10' At6s 0' • O N 114252.21 O N 114265.49 h V. P.O.C. .. O E 468748.15 a E 468798.08 Q �}- V cOp: '' `� INTERSECTION OF n j .1 O . S.R. 939 WITH G m W c + + on �inv . SURVEY OF rri . MQ M +S.R. No. 5 O ¢N r b d ON 113824.08 IX O + 0 * .` I c E 468135.60 J"' M o o ; w m N oSTATE ROAD No. 5 0 •II (F.D.O.T.) a 0 (U.S. HIGHWAY No. 1) F; c N D I (F.D.O.T. R/W MAP SECTION 90020, SHEETS 50-57 OF 138) 1 N , vi � c SOUTHERLY R/W LINE. w; w w STATE ROAD No. 5 N; p u W! r� S � a6 , N 40 0 40 80 21 a 8 'OM ` •, 7 :, GRAPHICSCALE IN FEET ,0; .a o ••• SCALE: 1"=40' Q 1 'o Z z =g „ 1 u. vai c4 a . ,: : , r i ,ter " f - _ ,� 1 ''63,°-° Y .. w '7y� r ld y _. .�d�l 4 4 `""� a ••. 4 - �. C""'4 ,ApRr ygew.-_ r j. . 4 ...,tea.-rry .p. p . R S i 4 r t r it 26-SPD.02 06/99 (Public Purpose— No consideration with mineral rights) Doc# 1858251 11115/2011 2:44PM Filed NYedNYfOAGords of MOROE Recorded in Official This instrument prepared by, Parcel No.: 4522 or under the direction of, Item/Segment No.: 90020 Alicia Trujillo, Esq. QD Managing District: Six 11,15/20li 2:44PM Department of Transportation DEED DOC STAMP CL: DS $0.70 Address: 1000 NW 111th Avenue, Miami, Florida 33172 Dad 1858251 QUITCLAIM DEED . Bk# 2542 PO 178 Public Purpose THIS INDENTURE, Made this -3/.rr Oc o•We_., 2.6// 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 Cudioe 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# 1858251 BM 2542 PO 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 DEPARTIAEN n OF TRANSPORTATION By: V /it Witness: Z—ZA Gus 40, P. . _. District;Secretary Print Name: ROSar-s?) Ja I I a_ Witness: Attest: .t ilia 11:Pq s Print Name: ;.0 v� 'J Print N e Executive Secretary (Affix Department Seal) STATE OF FLORIDA COUNTY OF MONROE y� The foregoing instrument was acknowledged before m a this (tdVi 3', 20 1 U , by .6.6 k o , District Secretary for District Six . , who is personally known to me or who has produced . N/A . . as identification. 1041 �V*Y' Notary Public State of Florida Hans Matchel (type/print name) t-ECt s: vtait1g "�. My Commission DD822777 co ,Or Expues09/14/2012 Notary Public in and for the County and State last aforesaid. eaI) My Commission Expires: 09/t4/2.012. I N. EXHIBIT "A" Doc# 1858251 LEGAL DESCRIPTION: Bk# 2542 POI 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: _ d�D7- 1Qi/ KEI M. E—A—TOW, P.L.S. Florida Re stration No. 5328 • i AVIROM & ASSOCIATES, INC. : L••L7,�1J_1.►hi•>yty:►alati����aa 1 „4. L.B. No. 3300 Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB#: 8270.4_SK District VI &Assoc SURVEYING &MAPPING SCALE: . 1•=40' Sect/Job No.: 90020 O `. lit 402 APPELROUTH LANE,SUITE 2E DATE 04-07.2011 FAP No.: N/A a H KEY WEST,FLORIDA33045 BY: SAM. SR No.: 5/Overseas Highway/U.S.I TEL(305)zsa-77io,FAX(561)394-7125 CHECKED: K.M.C. www.AVIROM-SURVEY.com County: Monroe '�4SNF�- ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4522 This sketch is the propertyol AVIROM&ASSOCIATES,INC. SHEET I OF 3and should not be reproduced or copied without wntton 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: l. = Baseline; B.M. = Benchmark; BLVD. = Boulevard; C. = Calculated; c_ = 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; 0/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 VAUD SURVEY UNLESS Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB#: 8270& SK District VI ASsoc SURVEYING&MAPPING SCALE: 1•=40' Sect/Job No.: 90020 0 14 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: NIA e y KEY WEST,FLORIDA 33045 BY: SA.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 -ABL/gHED�y8� ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4522 This sketch Is the property of AV/ROM&ASSOCIATES,INC. and should not be reproduced or copied without written permission. SHEET 2 OF 3 .t • ., Dock 1858251 8k# 2542 Pg# 182 LI 50.00' - SET 5/8"x18" I.R. W/CAP b,-, - (LB. #3300) .CCa 71tAD 116.00'— - m P N 03651'08" E to: N 119529.52 57.00' co"" 3- E 507987.89 := =. ••:.•::.•.•.: mz^to I -0 STA: 836+78.08 Z 1IiI w ``' ' 'l (n �„� Cco •CA cn So a 0/S• 59' L I LA:.':�1i111111111111- m o�co cn p n-c C) 837+00 0) i :o p Oliii= =::iii i, Si a (Tait --II o '. Z Z G C : ` m,`"1n N:i1�1E:;: ;` O) •a 8 41. D c I w z O O . co ; p:•:•:: iiiiiiiiiiiia, CZ) N O o 00 o m I o o Oi : is g%iiiiii m i E121i:iig,06 m p r...,_.„... s: ��i i,�p•Ilii:i:iII;:., -N mP D lili o ...m i ;mm , f�1Z +38.08 N 03'51'08" E `-1 "111'�idii iiaii, n 0 c59.00r S 03'51• '08'r W° > o rJ' � o m ('') 57.00' r� n = m mZ a, r. o 1 cx Z rii rA i 0—' mz f mu)c� o en cn—�m-I PI � rr-- wrn i 0— a Z m CA -i Il z V 0 *zp co-III co V) �m' No 50.00' z no �m $ co 0 D ii• c„ ocWWto z -I0 �� m Nn838+00 mo /A FA °.t un Ccx' z • o°- z r-w COm � c >rn to Z �U m _ND M�iZ cc, a co io 9 c .. * co Ic C to co -{ - o m 116.00' ten -6 HORACE STREET — � MONROE COUNTY 846+70.53 u 1 OFFICIAL RECORDS P.O.C. STATE ROAD S-942 INTERSECTION OF Q. S.R. S-942 (WEST SHORE DRIVE) S 00.13'18" w WITH I SURVEY OF S.R. No. 5 ( Z N 119389. 35 �� 848+85'02 00 E 509191.13 (F.D.O.T.) N� AINWOO-/....... -- FD. NAIL & DISK :sky--(NO oop FD. NAIL & DISK NORTH (LB. #6884) in (NO ID.) N 119339.26 - � N 119248.34 (C.)E 509190.94 E 511283.88 (Ms') %° ' ,.►• (Me.)E 1159339.16 6 P.L=869+85.51 N 15192488.46 x ACCOMPANIED BY SHEETS 1 THRU 3- Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB#: 8270-4_SK District VI 0 s Assoc SURVEYING&MAPPING SCALE: 1'=40' Sect/Job No.: 90020 �� 402 APPELROUTN LANE,SUITE 2E DATE: 04-07-2011 FAP No.: NIA I 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-SURVEY.com CHECKED: K M.C. County: Monroe ` �eLima))1°� ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4522 and sketch n u d not�property eprod of or copied without written permission. SHEET - 3 OF 3 'p a ,$y,...r*�,• a Lw - 3 y ,pF ply R..# y `�I' d l, ,,,,,". y - ea 1 v g ,,k 4v. r "s.„ �t,. ,if. 4 lu 4, ,l r wo : ` 'ems a iki ; \Y W}t 4y •Y"V, 'tl V ii-y 1�� f p .`. ,�r. si., -w t Y � e 011)-\‘.., i .„. $ ,5.a. IC -xq yk. , w �V a -n - 1 F t it. ' , . . It* _ ^ ".. ° r fix r. ... aY It _ qw 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. KOLNAGE or under the direction of, Item/Segment No.: 90020 Alicia Trujillo, Esq. CID Managing District: Six Department of Transpoation DEED5DOC1STAMP 2:44PM DS $0.70 Address: 1000 NW 111thAvenue, Miami, Florida 33172 Doc# 1858253 Bk# 2542 Pg# 188 QUITCLAIM DEED Public Purpose THIS INDENTURE, Made this /s-r or Ocra2, , O// 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 Cudioe 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# 1858253 8k# 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 DA DEPARTM T • TRANSPORTATION ii By: A rr, Witness: ,4'1/-' d* 4 Gus Pego, P.E. ,�J District Se!retary Print Name: eaSarr'd Q vzl1 q Witness: Attest: , �y Print Name . L i7 Print rL:mot l{�������0 +� e Executive.Secretacy ` ' rs�% ;• a. (Affix Department Seal) • , ° p /:L r. STATE OF FLORIDA COUNTY OF MONROE The foregoing instrument was acknowledged before me this OCNckIet 3l,2C)tl , by (US.l�eSd , District Secretary for District Six , who o is personally known to me or who.has produced k VA . as identification. e r Notary Public State of Floridaail Hans Maichel Vats/ Myp ioni sZnonn NDD822T77 (type/print name) i}oxv1S )ictiehe1 Notary Public in and for the County and State last aforesaid. (Affix Notary Seal) My Commission Expires: C31/i4 / 20(1 Doc# 1858253 Bk# 2542 Pg# 190 EXHIBIT "A" LEGAL DESCRIPTION: F.D.O.T. PARCEL 4523: A parcel o.f land being a portion of State Road Number 5, lying within the plat of Lot 4 of the West one-half (W 1) of the Northwest one-quarter (NW %) 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: .4-0 7- 0)/L � /,/� - KEIT19 M. CHcE-Ai-TOW, .L Florida Registration No. 5328 _ xt AVIROM & ASSOCIATES, INC. L.B. No. 3300 Florida Department of Transportation AVIROM&ASSOCIATES, INC. JOB#: 8270-4_US District VI tit 8 Assoc SURVEYING &MAPPING SCALE: 1•=40' Sect/Job No.: 90020 O IA 402 APPELROUTH LANE,SUITE 2E DATE: 04-07-2011 FAP No.: N/A a m KEY WEST.FLORIDA 33045 a 7 TEL(305)294-770,FAX(561)394-7125 SAM. SR No.: 5/Overseas Highway/U.S.1 CHBY www.AVIROM-SURVEY.corn CHECKED: K.M.C. County: Monroe 4ozmnED�p6� ©2011 AVIROM&ASSOCIATES.INC.all tights reserved. F.B. 1566 PG. 1-8 Parcel No.: 4523 This sketch is the property of AVIROM t:ASSOCIATES,INC. and should not be mproduced or copied wrihout 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) 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 th'e published value of: "8.72 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: Li = 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; 0/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.• �•F,_ ACCOMPANIED BY SHEETS 1 THRU 3 • Florida Department of Transportation AVIROM&ASSOCIATES,INC JOB#: 8270-4__US District VI s SURVEYING&MAPPING SCALE: 1•=40' Sect/Job No.: 90020 � Assoc.,.� 402 APPELROUTH LANE,SUITE 2E DATE:' " 04-07-2011 FAP No.: N/A Q y KEY WEST,FLORIDA 33045 BY: SA.M. SR No.: 5/Overseas Highway/U.S.I TEL(305)294 7770,FAX(561)394 7125 CHECKED: K.M.C. www.AVIROM-SURVEY rum County Monroe -tISHED 1y1� ©2011 AVIROM&ASSOCIATES,INC.all rights reserved. F.B. 1566 PG. 1-8 PaneI No,: 4523 This sketch is me property of AVIROM&ASSOCIATES,INC. and should not be reproduced crcopied without written permission. SHEET 2 OF 3 ro: U) M ccna �1 - e? N LL • N m — — — — -- «Z ^ a ci O i t NORTHERLY R/W LINE • gy p?• co co Y a r, co�co STATE ROAD No. 5 W'• o ce x. M M PLAT OF LOT 4 OF W 1./2 OF NW 1/4 OF SECTION 31-66-28 N al ;O��p (P.B. 1, PG. 175, M.C.R.) =1 o} Q CO o m c=.) 11. Ca c� STATE ROAD •No. 5 0 }a <• -� o (U.S. HIGHWAY No. 1) o }o m az€ N a 4,ion w%� (F.D.O.T. R/W MAP SECTION 90020, SHEET 66 OF.138) kZ, U lel CV xs o_ ki ca N cLu,' + BASEUNE OF SURVEY Z ti '£ 0 m Q'Q2. N 119038.23 STATE ROAD No. 5 NLi, o$: �'� N 72732'46" E 185.75' E 482758.12 "� •S. 72'32'46" W 267.17' :O.Z W M '-Q a I 1 � �Z�ti�-QUo n; o o I � cn °�Soo� $ � WIZ) + + oo Q (�sap^� oat };� co n w o+ aDZp�rnHIJ ^^;2 1 in to co e-I OWW~N "-o �o�N No P.O.C. m I Q � mr: ;2 4/'cV o . ^,i INTERSECTION OF ( S.R. S-939 P .. >g w w fi g. :� o �� " " w N WITH .1 SURVEY OF S.R. No. 5 I 1 Q `*'�►' eh:..1 G w cy o SET 5/8"x18" I.R. W/CAP N72.32 46 E N 119118.36 r (L.B. #3300)� 60.00. E (3012.9j oa co O N o4`Ptes I, = 0 579+05 46 • ••: : :.. :::,:.:.•.., _�P O B F.D.O.T. o CI yp(i t 0 4/ � STA: �°Ei�� i 35� :EE::: ?'°0i=i:.i:E:'0• Q 2 -� 0/S: 53' R s• Iii ::: :s,41 e ::E:::E:.,==;,_::_;_:,., W M 14.. .•.:,:i i:E1,•:ii:E:;;:=?Iis:iii ,;,i;; = SET 5 8"x18" I.R. W/CAP IX +.IX cNi 0 O 0. E 482716.78 .O F,D QT P. lRCEL *G (L.B. #3300) 100 4 J 's,} ,::::i,mit,;!.1"p N 118987.67 �iJ in °d►i 4523?i;,:,;,.,.E.::k4:: E 482774.02 Ad SOUTHERLY R/W LINE i`n4- i 2 8�b••SQIJAR4:::44 1' i. N n STA: 579+65.46 Q /STATEROADO. 5 ^ n `- •(0.065 ACRES) 0/S: 53' R N S72"32'46"W — — — — r . SET 5/8 x18 I.R. W/CAP 60.00 SET 5/8"x18" I.R. W/CAP H (LB.. #3300) (BEARING BASE) (L.B. #3300) c N 118924.83N 118942.83 E 482730.88E 482788.11 F- !is: (P:B. 1, PG. 175, M.C.R.) �. o� >-o EGcf m 40 0 40 80 Z{yjJ �' ¢ `o N an v 43 v � CO GRAPHIC SCALE IN FEET Lai CC CMinG R .0 . f II: SCALE: 1"=40' o ci ;c :C ; Z o .-z w=o 0 z g e a t; . a -' I .a i ' „ tOfie4 4 ! A ",' y " „.+.� v'i .:,m le•a • ,ye,..♦ 1F„ 40. • '---. ' - •.. Q 4 `.. z e . i a� xi"s . .` {'yam" 1.'t3t a -1` r r, r 4,.4..,F f w y - * it . ' . ,,t, �. E ; . .o W i,. Z 7, i t _ r .0 fi ' .`� - ;' '' r-.. rI 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# 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# 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#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#1952885, OR 2653-342 ("Big Pine Key Easement"). -30- DoeN 1537827 08/24/2005 10:27AN Filed 8 Recorded In Official Records of This instrument prepared by or under MONROE COUNTY DANNY L. KOLNAGE the supervision of: DooR 1537827 Name: Judith Kenney, Attorney Bkti 2140 PO 20 Address: Judith Kenney & Associates, P.A. 777 Brickell Avenue, Suite 1070 Miami, Florida 33131 mace slummed for Clark of Coast) EASEMENT AGREEMENT THIS AGREEMENT 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 maybe 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 propertyowner 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. - `I, 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:..a4,A,,JZ.C. 6.2,�j,g By Print Name: sett,I c. .DeS - is R DIXI M. PEHAR Sign Name: ` � C 14.114-4 Print N • ROCKLAND INVESTMENT CORPORATION, INC. a Florida corporation Sign Name: 4,eao Print Name: �.��� Y`��c.�ls' - ��.''�. �'`.•S.�_,� / ,- SUSAN . KEMP, Pfesident i �K c / Sign Name: ' , Print Name Lie 1 pfl(Z, &OEd1r ICON' . • a 1 iORNEY Doan 1537827 , �,• t'i ON BkN 2146 Pgq 21 ' JRNEY Date. . . 40, PS - - 2 - STATE OF FLORIDA COUNTY OF MONROE The f r going instrument was acknowledged before me this 2LG4, • -y of , 2005, by 4-0x1e akwr- , on behalf of Monroe County, who is personally known to me/has produced as identification. C(4.6.4j,/144"414.° Public My Commission Expires: rib PAMBJ1c;I.F�Wt= a E ;• " MY OMISSION OD256075 - -,, EXPIRE&Fdwty7,2008 ill r' BadedThwNh4yRbloudrnin 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 personally known to me/has produced as ' •entification. 0/12-441, Vi jrNotary Public My Commission Expires: Aids RodViz +P- My melon DIX778 7 No, E041kesDec tuber 12,2005 Deco 1537827 Bkp 2146 PO 22 F:\JR\EFTIP\ROCELAND\Sale to Monroe County\EASFID:NT.AGRIfinal).doc 3: r EO.d X.L6 09PP 9E0 S0E 90:ET SOW-90- k - APR-86-2e05 09:27 PM TRI-COUP SURVEY 941 627 4993 P.424 Exhibit A-1 Doe8 1337827 BM 2148 PO 23 . • ' /--- . r; X = Easement jj! / ram! I • I r 1Y' 3 wag • t 1X x,1 X' 4 i '..'..%‘ '267 / at** • i Xr ?WI= 10% r<iii ewer 1 t r AAC/A maser IO ar , `SP,,--Y'- -. 'AI TRACT r• is.1 VI 1 Mirvi lb ' •aww 11111LAcr s lI , %;,•:' - •A• ` ^ 1K/A TRACT 1 1' if Oltir I 'l • - ' ••• . I... •••ji I w ..,..____.1 �I1 rtill i ' te1 al 1 a Ya.wrw:e rai a aw.ai_.—.. el 1 iv —:;_,I i.,_____ = -� "OP' %-41181:joi,00:" I OMB - - &11- "%SAO\ 3s EGT 3 o'_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, 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 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 limlim, a distance of 1840.50 feet to the Doc 1537827 Bkil 2148 Pgq 24 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 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 diotance of 104. 12 feet to a point, thence East, a distance of 173.11 feet back to the "Point of Beginning" . Containing 29,477 square feet or 0.677 acres more or less. Dock VE37827 BkN 2146 PO 25 a � • 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, 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; 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_\MKEMP\ROCta,AND\Sale to Monroe County\LEGAL DESCRIPTION.doa Doeq 1537827 NONROE COUNTY RR 2146 PO 26 OFFICIRL RECORDS •:, -. 2'Ill .,' L,i-,#' , . " ' . i w h ti - . ,,- , t. ^.'♦ t� ` ° .! '' — 4. ,et'eL isti 44.r �'f y'z ;`a;: Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... This Immuumeat Was By.Reooid Doett 1702254 07/03/2008 10:28AM and Return to: Filed 8 Recorded in Official Records of MONROE000NTY DANNY L. KOLMAGE Erin H.Nevius,.Esq. DOOM 1702234 EDENA .NEVIUS,PI. l3q::2369 :Pgq'2332 302 Southard Street Suite 205 Key,West,FL:33040' (303)294=5538 DECLARATION OF-EASEMEN'f 'INs Declaration of Easement(the"Declaration".)is made and entered as of 2008 by and between the Utility Board of the CityofWest,Florida, a u 'Key�. utility board. created by speeill 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 and-assigns,having an address of 1100 Simonton Street,Key West; Florida, and .Clear Channel Broadcasting;Inc.a Nevada corporation,successor by merger to'Clear Ciiaund Metropki Inc;,a Nevada corporation, its successors and assigns,,havi ig;an address.of 93351 Overseas`Highway,Tavernier,FL 33070 {collectively refea to as the"Grantees"). RECITALS The Grantor is the owner:in fee simple of'the real.:property described in Exhibit= iC attaC eel hare _and made a material part hereof(the"Easem ent Parcel"). B Grantee Monroe County,Florida, is the owner in.fee simple of the real.property described h Exhibit"Br attached hereto and made a'niaterial part hereof C. Grantee-Clear.Channel Broadcasting, Inc. is the owner in fee simple of the real property described in Exhibit"C" attached hereto and made-a material part hereof 'D. The lands described in Exhibits "B" and "C" are collectively referred to as the "Benefitted Parcels:" Gip 1 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Docu 1702254 Bkn ,2369 Pgn 2353 CONSIDERATION NOW, TIOREFO RE; in consideration of the sum of TEN AND:NO/100 DOLLARS (S10:00) and other good and valuable consideration, the receipt-and sufficiency of which are hereby acknowledged,die.folowing grants,agreements,covenants and resEnctions ere made: TERM&AGREEINEN'IS:COVENANTS ANA.CONDmONS 1. Grant of Easemet. Grantor hereby:_grants.and conveys.to Granted and their, respective successors and assigns;and unto the owners,;lessees and occ upants of all or oggt of the Benefited.Parcels; their;heirs, legal representatives, successors.:and assigns,: and :unto their servants,agents, employees,guests,:licensees,and invitees;a non-exclusive easement across the Easement Parcel., The easement'herein-granted is an appurtenant easement and is for. .the. purposes of ingress,and egress for,persons, motor vehicles, material, equipment.and trailers to and from the Benefited Parcels, and also'for the Purpose of providing the following utilities to the Benefited Parcels electncity, telephone, telegraph,and Othet electronic signals, and water (but not including sewage or wastewater), The Easement Parcel shall not be-used by Grantees for the storage.of vehicles, trailers or articles ofany kind, disposal of trash,inCluding but not limited to tires, hazardous materials, leachate,_vehicle fluids, or,any other solid or non-.solid waste.`Hazardous materials"shall-mean_any hazardous or toxic substance,material or waste of any kind or:any other substance which isregulated:by any-environmental lair: For the purposes ofthis Declaration of Easement,"environmental lie-shall mean all federal,state and local laws, including statutes, regulations, ordinances, codes, riles, judgments, orders, :decrees, permits„ concessions,grants;franchises,licenses;,agreements and other governmental restrictions relating; to the protection of the environment,:or human health, welfare or safety, or to'the-emission • discharge, seepage, release or threatened release Or any contaminate, chemical, waste, irritant,- petroleum product, waste product, radioactive Material, flammable, or corrosive substance,. explosive polychlorinated biphenyl,asbestos,hazardous or toxic substance,material or waste of any kind into the environment,including without limitation,ambient:air,'surface Water,ground water; or land including, but not limited to;the Federal Solid Waste Disposal.Act, the Federal Clean Air Act, the Federal Clean Water Act; the Federal Resource and Conservation and Recovery Act of 1976,the Federal'.Comprehensive_EnvironmentalResponse,Compensation and. Liability Act of 1980, the Federal Superfund Amendments and:Reauthorization Act of 1986, Chapters 161, 253, 373, 376' and 403, Florida. Statutes, riles of the U.S: ;Environmental Protection Agency,Rules of the Florida Department or Environmental nvironmental Protection,and the rules of the Florida Water management districts now orat•any time hereafter in effect. The Basement Parcel.shall not'be:used as a staging area by the Grantees and Grantees shall not remove, damage; or destroy'_the gate that is;located at the,entrance of the Easement Parcel.adjacent to Blimp Road. Grantees shall provide access to Grantor, its lessee; and their respective agents, employees,guests,licensees and invitees to the Easement Parcel at any time byissuing.Granter a key to said gate Maintenance. Repair and Improvement of the moment Parcel. 'Grantees are responaftde for tbe improvement;upheep,repair and maiateneace.of the Easement Pared as set forth herein, provided, however;.'that before undeZtalorig .any:such activities, Grantees ;shall obtain the prior written consent of Grantor,which:shall not be unreasonably withheld. -2 444 2 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... DoCP 1702254 Bkp 2369 PO 2354 2.1 ggatic Plants: 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 pepper; Australian pine, leadtree, seaside mahoe, and Asiatic. colubrina 2:2 .Repaisa Defined: The:repairs and maintenance to be_undertaken and perfOrMed under this Declaration,whether necessitated by normal wear and tear, accidental or inteat►onal;damage,,or acts of.nature,will include,but:not*limited to the following im prow,;maintaw„repair,and replace the road;and/or shoulder of the reek landscape restoration slOpe/shoiddef mowing,litter pickup,dangerous tree removal, landscape maintenance, tree tnmmmg; and'washout repair;`repair and maintenance 0,011 pipes, conduits, poles, Wires, and cables that transport electricity telephone, telegraph and other electronic signals 'and water (not including sewage:or wastewater)to and from the Benefitted Parcels. 2:3 Condition of Property,:Following the repair or maintenance of the Easement Parcel;and/or utilities aforementioned,Grantees shall restore the Easement Pared to the condition which existed prior'to such work, including without limitation, the restoration of all roadways,curbs and drainage,:all at Grantees'Sole cost and; expense: 2;4 Grantor Repairs: Grantor, Grantor's .:lessee, .agent or ,invitee :shall be re nsible forand all spo any; repair of damages caused,to the.ea5ement parcel for • which.they are found legally liable, • 24 Apportionment of Expenses: The Grantees .agree.to 'bear the costs and expenses of repairs and.maintenance authorized pursuant to and during the term of this Declaration as follows: Monroe County,Florida agrees to-bear 95°% ofthe• costs and expenses._ Clear Channel Broadcasting Inc agrees to bear the remaining of the".costs and expenses. 2.66 Record Keeping, The Grantees keep records of all activities performed 'end Costs expended purauant.to this Declaration of-Easement.. 3. Contingency. This Declaration and the grant of easementrights:contained herein is contingent upon the sale of the lands which include Easement Parcel to the Board of Trustees of the Internal Improvement Trust Fund,of the State of Florida("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.atwill by the Utility Board of the City_of Key West. 4. No Public Dedication:.Nothing Contained in this Declaration shall,.in any way,be. deemed or constituto a gift 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 grant of Easement-.shall be limited to and utilized for the purposes expressed herein,and only for the benefit of the persons:herein named. 3- 3 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... • boot 1702254 Bku 2369 PO 2355 5. Indemnity. Grantee Clear Channel Broadcasting,Inc hereby agrees to indemnify and.hold.harmless the from any and all actions, causes of action, claims, liabilities; demands and losses 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 granted hereunder. The fa>ilure, of the Grantor to notify Grantee, Clear Channel Broadcasting,'Inc.of a claim shalt-not release the Grantee from any-or the requirements of this section. 6.: Personal Injury and Property Damage Liability Any liability of the Grantees for personal injury to any worker,employed to make repairs under tins Declaration, or'to thud persons,as well as any liabiptyotkii parties for damage to the Proierti of any worker,or of any third persons,as a result cif or out of repairs and maintenance under thus Declaration,will be'borne,as between the Grantees, in the same percentages as they bear the costs.and expenses of the repairs and maintenance. ,Grantee Monroe County rs.a states.a$ency.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 rs limited to$100,000 . per.person, $200,000 per occurrence The Grantees will be responsible for and maintain their own insurance: 7. DindingEffect; The terms and conditions of this Declaration shall run With the Easement Parcel and'slall 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; c ' essors and assigns The'Grantor and the Grantees shall each have a right of action to enforce by proceedings at:law or in equity:all conditions and covenants imposed by the provisions of this Declaration, or any:amendment thereto; including the right to;prevent the violation of such conditions and covenants and the right to:recover..damages for such violation 8, Liens, Fee title to the Easement Parcel is held by,theGrantor,and Grantees shall. not do or permit anything to be done which purports to create a lien or encumbrance of any kind againstthe real property interest of Grantor. Grantees may 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 nonexclusive,. and. Grantor retains the right to:engageh dny'activities on,over,below or acrossthe Easement Parcel which do not unreasonably interfere with Grantees'use of the Easement Parcel for the purposes specified herein. Granter father:retains the right to grant compatible uses to third parties during the term of the-Declaration and theeasement rights granted herein. 10. lasement Burden. It is understood and agreed thatthe.burden upon the.Basement Parcel contemplated by'this Declaration is based upon the level of usage of the Easement Parcel unposed by the use of the Exhibit,"13" lands (owned by Monroe County) as:a solid waste transfer station and closed landfill ,and the Exhibit "C" lands (owned by Clear Channel Broadc asting Inc.)` as a broadcasting tower site Any increase in the`burden upon.the Easement Parcel is not permissible. -4- ll 4 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Doti 1702254 Bkq 2369 PO 2356 11 DEFAUV. In the event that either of the Grantees breaches any provision of this Declaration,then in addition to,any other 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 Grantees Pursue a claim for damages Suffered by the Grantoi; b:) Pursue any other remedies legally available;' c,) Perform, by its employees or through hired- contractors, any repair; improvement, Or Maintenance work and :seek repayrnent for'the dost thereof from the Grantees, d.) Suspend use of the Easement Parcel by the'Grantees,until the breach is cured;or Terminate this Declaration of Easement and the easement rights granted thereby. 12: No Waiver. Rains by either poly to enforce any- Covenant, condition or restriction contained in this Declaration in any certain.instance or on,any particular occasion shall not be deemed a waiver of such right on any future breach of the same or any other covenant,condition or restriction. 13. Severability. Invalidation of anyone or a portion of these covenants, conditions and restrictions by judgment or court Order Shalt in no way affect any other-provisions, which plug remain in full force and effect,. 14. Ndstefi. Any notice:hereunder shall be in writing and shall be deemed to have been properly delivered.. /hen direttedM thera.ddreaseeaS follows: If to Grantee Monroe County: Monroe County 1100 SirnoMon•Street key West,FL 33040 Attention: tountyeAdminiatrator With a copy to Grantee's Attorney: Monroe County Attorneys Office 1),0:Box 1146 Key West,FI,330414026 Phone: I-305'292 Fax: 1-305 292=13516 If to Grantee Clear Channel Broadcasting,Inc. Clear Channel Broadcasting;Inc. 93351 Overseas Highway Tavernier,allro -5- 5 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Doe# 1702254 BIOS 2369 PO 2357 With a copy to; Clear Channel Real Estate,LLC 200 E.Besse Road Sin Antonio,TX 78209 Ift9 Grantee Utility Boatel of the City of Key West tool lames Street Key West,FL 33040 Attention:Lou Hernandez,Chairman Withe copy to Grantor's Attorney- 'Nathan E.f400,,gsn.. :FPEN& PL 302 Southard Street,Suite 205 _ - Key West,'FL 31040 Any notice,request,demand),instruction or-other communication to be given to any party hereunder,shall be in wilting and shall either be(i),hand delivered,(ii)sent by Federal gAptess. or a comparable overnight mail service,or COO kerallY1t4hone:rOsiOile transmission*0444' an original copy OtSaillifiOnii0s*shall be mailed k6"..regular mail, all at or to the respective addresses set forth above.-Notice shall be deemed to have been given upon receipt or refusal of delivety.Oliaddncilice,.: The addressees And Addresses for the purpose of this paragraph may be Changed by giving notioe, Unless and until such Written notice is received,the last addressee address stated herein shall be deemed to continue in effect for all purposes hereunder. 15. CaptiOns. Captions used in this Declaration are for information purposes only,and; do not alter,modify or add to the terms of this Declaration. 16. Governing Law. This Declaration Will be governed and interpreted pursuant•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. Modification/Entire Agreement. This Declaration may be modified only in it Writing eiecutedhytheparties to this Declaration or their respective successms or assigns. This Declaration constitutes the entire agreement between all of the patties with respect to the:subject matter hereof and shall be binding.upon and inure to the benefit gfAe,paoieq hereto and their respective raiecessort and assigns. 18. Waiver of Jury Trial. Grantor and Grantees hereby knowingly, voluntarily*and intentionally, waive trial by jury in any action brought by one against the in connection with any matter arising out of or in any way connected with this Declaration. This waiver shall apply to any original claim, counterclaim, eteSS,claim, or other claim of any kind asserted by either party in any such action. None of the parties nor any representative of any of the patties; including counsel, has represented to the Other that it would not seek to enforce this waiver of right to jury trial in any such action. The parties acknowledge that the provisions of this Motion ate-gfmaterial inducement to their entering into this Declaration. crJ 6 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Doc 1702254 Bkq 2369 Pgil 2358 Witnesses: As to the Grader: UTILITY BOARD OF THE CITY OF KEY /__ WEST, FLORIDA, :A UTILITY BOARD. Name ✓ CREATED. :BY SPECIAL ACT OF THE FLORIDA' LEGISLATORE Printed Neme: By, Lou Hernandez,as its Chairman STATE OF FLORIDA ) COUNTY OF MONROE ) The foregoing instrument was acknowledged before me this i t .day of �'Ur1� ,2008 by Lou Hernandez, as Chairman of the Utility Board of the City of Key West, Florida; a utility board ``mod by Special Act of the. Florida Legislature, on behalf of said Utility.Board, who int _ t , eraou y known Orproduceda as edification. l/ - V N Public •State.ofFloriaa at Large _ My:Commission Expires: spa teuv:Euu • - yr;.14 Mil COMMISSION u go 613934 THIS PORTION LEFT BLANK INTENTIONALLY 7 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Dee11 1702254 Bkp 2369 Pon 2359 is`+77:7: i ` r-,jt �t - As to teh g.M. : J :, ; MONROE, COUNTY, A POLITICAL J se, SUBDIVISION, OF THE STATE OF . FLOIt]DA . By:. BOARD OF COUNTY • COMMISSIONERS ' '. MONROE (SEAL). COUNTY,FLO 1' A.TIESDTI, Y LC: anZUQJ By: ..I l � Deputy Clerk Charles $onn y, as Mayor MO .:'MTV RN : ?,L:e AS PEORO J. ACADO AS8187Nr co ATTORNEY s' 2 i is- D1W CLEAR CHANNEL. BROADCASTING, INC.. A - NEVADA .CORPORATION, Witnesses SUCCESSOR BY.MERGER TO CLEAR ((V� CHANNEL METROPLEX, INC., A I. .: `' .NE1, CORPORATION Name 6-lykttiisM„ OjS)01.j- a4_ r, B G , b 1os Printed Nam itt.r . Charles'G.Dan III,.Sr.Vice President (CORPORATE SEAL) STATE OF )mos ) COUNTY OF P?4 d :) hl The foregoing instrument was admowledged before.Me this day of Jori.e 2008 by Charles G.Dan III,as Sr.Vice President,or 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 personally known to or produced a as identification. (0A.44.., gc/4,,:- ..., Notary Public s ...�� State of lorida. ,arge • atNtn My Commission Expires ;; •'i MY COMMISSION EXPXPIRES' ' :, Sepfe e&15,2Di] -8- 8 of 12 - 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Docq 1702254 Bkss 2369 Pglt 2360. EXHIBIT"A" • A 50.0 Fr.WIDE EASEMENT FOR INGRESS/EGRESS.LYING 25.0 FT.EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE,TO WIT: COMMENCE AT THE SOUTHWEST CORNER OF GOVERNMENT LOT9;OF SECTION 20,TOWNSHIP.88 SOUTH,RANGE 28 EAST;THENCE RUN N00'00'52'W,ALONG THE WESTUNE OF SAID 20, A DISTANCE.OF,366.36 FT::FOR A POINT.OF BEGINNING=THENCE::RUN:N64'59'42`E,ALONG SAID EASEMENT CENTERLINE,A DISTANCE OF 2348.90 FT.TOPE INTERSECTION WITH THE WESTERLY RIGHT-OF-WAY ONE OF'BUMP ROAD',A 100FT WIDE PUBUC RIGHT-OF-WAY AS SHOWN ON. STATE ROAD DEPARTMENT RIGHT-OF-WAYMAP:SECTION 90000-2150.AND THE TERMINUS POINT 'OF SAID EASEMENT CENTERLINE,BEING AND LYING IN sEpTIGN 20;TOWNSHIP66SOUTH.RANGE. 28 EAST MONROE COUNTY:`FLORIDA. THE PERIMETRICAL.BOUNDARIES OF.WHICH EXTEND TO THE INTERSECTION Watt THE WESTERLY UNEOF GOVERNMENT LOT 9 OF SECTION 20,TOWNSHIP 88 SOUTH,RANGE 28 EAST,ON TIE WEST AND THE INTERSECTION WITHTHE WESTERLY RIGHT-OF-WAY LINE OF'BLIMP ROAD'ON. THE-EAST. BSM: DATE 5605 fa/Curios Key ay of Koy West pay Board Parcel et0180 Propowdtn{irrsalE9rw E*si tsrd Prap1 S;of1 /J.r 9 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor..• Deck 1702254 BM 2369 Pga 2361 11:•11:11:11;11:" : '� ro f1 i 11 W. sliii $ .7-::,-;'...1- :, -zji III i 1 • 111 1 to 44 0 ri '. 1 .h 11111 p11III1U '9IIIIII" ,i r ... it tt,� I I tit I .,yl 1 • ;, g �-- 0 �I' ,; 94N . I — �. 1 - s,: P ' - t a, ',. al i i i ill r . .,.. ,.. . 1 • i w++ 1 . a I ii -.%,\I ski �� ;,� ; 'rs ` ; t Pr I 1 (.1) ...„,, i a F • ` 1 I . r ...a ci.0q - Iiii ki .' r - nr,...�.. .,, - .w rr.i . an. �i.r" .� ... /�!-a Doastsraaa�f.pum-rito t:1 a..b.w rwt`ir'Snr.'r.ii�ii.. .. - I - 1 arar��r...awr salsa ft as, rum z e.-b- 10 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor.. Doett 1702254 Bka 2359 Pau 2362 _ ERm rr"B" LEGAL, DESCRIPTION OF THE BENEH fkl)PARCEL ,OWNED BY MONROE _ . , .. . '.COUNTY,-FLORIDA •A trait of land-IR,a part of Govirceent uot: .20,04 '.0n 004145i!feit.: Sankol'eagaty.,,1460.44i and b.tig ncr.parttetaiarly - dasekibed-bit Rites.and bounds Ss ..0emeocinglit tine 8oáth...t_Coition of Ooyeznnent.. Lot 13, slid Corner alto to,bo laioen as ths,loint: Of beginning id-;tbe twin of lin&beieliinfter de- seethedt.bear Wait slang to. Vonth Zino of Covert- cant tot 9:-415.,414-1-eliffioneipii*e..saith 1050 het, wort -thanes.meander:Om fat,_Sere less ta.e,pOint.;RAith'is,imagine ilnrth 'Point Of.'Beginnings•tlisicii•bale;Routh 1050 £s. •pots oi...less.;.bsth to to. point.of beginning en- timing 10 scree note or lea. • - . _ - - • -10- • 1.1 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWeb//Document/GetDocumentFor... Deep 1702254 BIOS 2369 PO 2363 EXEIIBTT."C". LEGAL DESCRIPTION OF PROPERTY OWNED BY CLEAR CHANNEL BROADCASTING,INC. On Cudjoe Key,Monroe Comity,Florida,and being all of Government Lot 8 of Secction19'in Township_66 South,Range 20,East,LESS AND EXCEPT the East 893.1 feet thereof;containing appiozimately:(9)nine;acres. MONROE COUNTY OFFICIAL-RECORDS EXHIBIT e0 12 of 12 5/26/2021,2:42 PM Firefox https://or.monroe-clerk.com/LandmarkWebilDocument/GetDocumentFor... • en Ail We7 • . , :.• . i 3 9 9 I 6 I IlEg 0 P 4 7 NMI 7 7 ' ,• i EASEMENT ,'-.. .:',-:,1,, .., •:. ::..,%:-.,i-i,„-4 KNOW ALL MEN BY THESE PRESENTS, that MONROE COUNTY, FLORIDA, OW., a political -subdivision of theState of Florida, hereinafter ',4•4'%; :;'':-A.1441 ara',W,:t 1!, 00:XVON tolled the grantor, does hereby grant to FLORIDA KEYS BROADCAST- ' *,:w444,10 wo. 1::v,v;011.06 INC CORPORATION, a Florida corporation, hereinafter called Li-Q7,---R...• :,:,..F,vick.: 0- T.T-, grantee. a right of ingress and egress over 'and across certain Pow', ,.. lands owned by the grantor herein. Said lands and the right of ingress and egress thereon are described as follows, to-wit: OP,14,-14,Ss*W4f, :',F4,1115nilite c saitY)t 'M e411,... ..,,,ti, ,,R., 44ew NAi4,7.: •;--4(;%lif4:,'W Tlip *gth1},--2"A strip of land 20' wide bordering the East boundary and cont. along the South boundary, ' gif!'4/41: .'PPiai inside of the tract being a part of Gov't AW!..kA>.-:' ,Pf„:•17., gii4 Lot 8, Section 19,, xtp 60, RGE 28 East, !'qg'.4).-Ffi4* A sktilk ;+:1,V,•Ix.,4, ,,,,,,,,,,o; 60.,10: Monroe County, Florida, site being known is VciluM4 Reduction Plant NO. 3., Cudjoe. fit44'44 Vice''. • Access easement being further described; :04tAg% "0 •or coMmending,at the interseCtion of the center-7 .:'1.,4014440 line of Cudjoe Road :(also known as Blimp '''AptiAcliti'V't Road), and the North right-of-way line of the Alligal : 6'1/i • entrance road of Volume Reduction Plant Na. '... . ' c;,,,`• Ph.,!;....r'.4'- :t., i : 3., proceed in westerly direction, bearing South 5°-5' West for a distance of 1,399.5' to the point of beginning of the access {N, V - fNer,:•-7'.',-, '' *.t,i''''i ' easement. . This point being on the. East ... -*(1 boundary of Plant NO.3 which is also the East line •Of •Sec. 19. From the P.O.B. proceed . . West 20 feet to a point;- thence South at .a right angle to: the previous course .387..41 to a point; thence West at a right angle to the .1. . , • previous course 873.3' to a point; thence e South at a right angle to the previous course :.c.. 20' to a point-, this point being the S.W. - - til....-:. - . :. • corner of the Plant No. 3 tract; thence East : 'Po 1-: •,' . '--- at a right angle to the previous course - 14r37::„- 091,4' along. the 'South'boundary Of plat No..3 . --- ir of '• , i • : • • ?1,:.:: ,...- . . . . tract, also being the South line 'Sec; 19, to 'A•ott'-::: -. .' - -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 .4, ,,N, :••:-i,y .,.:,•.;.. ,, 387,41 to the point of beginning. containing • . :c •:: ,497.4.r,';'.':,'7:. rc.;.w/-4-'1:. - • -,.: ,i- :. ' :58 acres more Or less. .''r it Itt,'' •:,•.: , •• ,•1071;?:;.i,:.' :., '--,r :,' . '" • " ' ' ' • - • ''' Vf.'"''.-'''•o .-•••• •• —' ''•O '114,6•:;?'7'., :: •' .•.• 114,14 -.'.•:.- :-'::-:''•i''''•.::'`' '. "'''''..Together with the right of ingress and egress: over, this 4*4Fe4F -qf-'0W' grantor, so as to provide for the 8rTIte0. use of :14-,,,,,f1 ,;•.:-.,:.:-.,-...-: ':•,-,-;: -- - • . . -x;t:cA'4te,:;::-,: this easement as a ea ms of, entry and exit from the,prope;rAT3,, . -„•:,::..:;y.t 1,.. .;,;. , . ., , ,'..'i;'6:',;‘,:: :t.::: :; i;,;-:,,,,',';:: :•,,;,,:-.1-::,•:;':_::,•:..,,!--,_., :;: . ,i_.1:::,, ...,.' - • ::, ,, • • •• . , ; -,. ‘,,..,...,..:::•-,,,• 3:f, It ,j IV "'• . ailtled••and-maintained by the grantee for' the purpose.of •a radio broadcasting business . ' '' ' '- ' : • ,L,,,,,...,..•:••• . . . • . •:',36= .- , ipi,. • ,,i •.,• ... . ., ., . .. . .. ., . •'$;•f*,.,'*,,,-. ,-...- ,,t,---..,,:,-, .-.•- ' - • ';- , . C,n• -,6 m 1;13;. !:.• ,.....ui ,.'n ', , ' -.'7,,ra,,1:1.0!,i1;3.1.:;,;:::::?::: 25-.:: -,3 . .„ , : : ,,A11.* :',A..-..:•:,.. ,le:',/ei.,{:'/-:4 :V:''. ?";t::::::' , ' 1 '':' -. --. .... . '- :: • lait .i.''. .;;i;j .t..1. .. .'. ..`. ' . . ' ...'' : • ' _ VOr. ' ::.:'' ::i;',Tt:;:'..:.. .:-'.. :,., =, : , . . . . • ..:_. . •.,. . C2,': IT) , • ,,41.e'. `,,,„',Z;•?,,::-:',2'':., ; , , $'6#. .'/Ilt R..4ffrix; • tf04%4,4•A . . 0.:43, - - • - - - . • . .. • : :10-.ii ,..0V..fx-„:t,f•pp;. 44N Nt - ' ".' • c&;V:,?::!AT,'Z''...4 •• 34ix.e.gil . . . ,. ., . „..,,,... . •Vp.,,,. 14.x-t 9 '-'"—•-Ni- ....1.....,'-'1.-A.,,.--,•;---i,-,,,,•••- •-.7.4---:.•••-• •••a•,',,,,:,..,,,-••,L..i;c1-.4044;=Iviir, N1.-.-"-" '• '•-•-:"' - ''"'''?,,,.4::, •7.."-.,••i.,7;,.4.,c,a, ..;_•- •-•„,sx.ilv-iii?aroilikkai .•,-,10::72-,•-:: :-..,,,,,,!i:*:;41Uwfx,vn01***,e,m).41,pc4aw,zt-4 -9,••,.• •J- - ' -•- - ' - --•••'' '• -: ..f. ,,-iy,14 ;iAk;174git..?:•-•"441*.'.14,,....: ;;1'4,-:-; '':•, ,i•=.7,,.,.:, ..;;N''-,,- •' -. e ,'-.- '1''.7''1'''''''''- , ,.';,C,''Ic.<1.* 1 of 2 5/27/2021, 10:26 AM Firefox https://or.monree-clerk.com/LandmarkWeb//Docurnent/GetDocumentFor... . .--..-- cri.) • • •..,,,.• ,1 It is understood that part of this easement has already been.. , . conveyed to the UTILITY 'BOARD OF THE CITY OF KEY WEST. as A I- -7. -'7.,•::';1:.,;,.. I 'i*f•Z''.1.1'. 10 ,: -. . . . ' - - .;:.'',+t,',1,:',,,,?• 7•=foo f t easement from the. property of the described proper- ty for the purpose of erecting., and maintaining their utility - • .... •.•k pOldt, It is understood by the parties that said use of this easement is. limited only in any interference- with the present vig :.-i • .: -. .: • : tv-,-,64........ ..- •„s..--44,‘ i.,'„;„).: • -€:=. 10afoot, utility easement but retherwiae unimpeded. --,,...., -,:.-- :•,t' I:,---, 15-..,74-4,,. i.•....,-. This easement shall be In perpetuity FA .: .... ...,. . • :,...,..:1,p.,,,,,k,,,„4*,,,, IN WITNESS WHEREOF,, these-presents• have been executed by .the. KAA-: ii t . • . ......... . E 1*.i..4.0 , ,, ,,..4„,,,,o,,,v 11?'•;.4.,;',. .i. • •,1 -'-'.. -:' grantor herein, all asi -Of the I: ...7 day o .. . , A.D. 7179851. 7,1v7It760:1',,,,..'rlye Os' cp •:,,gu 4.•!.?OP • ,''''..:$. . or). ' MONROE COUNTY., :FLORIDA p li of County-Commissioners of :, P. .., ••;-1,5',0- -)-0- 4 . • -Mayor-, a r,man-o„-. t e. oard - 7 ,. yl.,,.hbv,-. , ' - ",z' . 'ts)-.4-.1 y~,,,,,!,:.,47 • -7,,,,k, ,,.4:1.1.1:1-1y3.. Monroe County, Florida' ' .•9•^API-r-k..Y....,-,...... s! JOIIV:::::.:'•:'' ;,,,.. pp, - . - .!,..r •:::::.:;•.:4---._ .-7-4',..P.:i•V•ii• ..•.••, .,..„.....:;.i 2.,.•,,1.A,1-'',4"0-4...14,"'-f,'.t'"."'::•.-.)‘•t4.•.,.„t0-,'40140:!.•$,...,f1.,1%,.,-1,.'•':'--.?,,t;,,t r•.:..1e,t. 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'2"7,/si.iss,;.•;: -'.- _ : . - . - -, •,'..,i- •,,fi'1.1.Q ..:.; - - . • COUNTY OF MONROE --T.Iii'..'-Q•,.... .., 2.• ;rrk '4"4": •!:'•• - , . , . - . liefora,me,.:the, undersigned Notary Publia., appeared . .11 - ''qi70,, :77','•• 7' • Wilhelmina G HerVeir. ,- - , who- _,aoItnPOIed80. _that !.,1 ,,..•..;;a. •,-...,.::'.,,:.-:.,, ::, '• . :;'•-:1'1.:Iir, .,,..,•,:•--- ' -. • Itaypr..,and.:Chairman-'of 7.7:the Board Of County 'Commissioners Monroeor..., ‘ ..::.. ..,,..:_,,,A _ COlifiti,..-Fikitida,"-atid: that' (0)lie-:1.6: authorized •,tor..',.-Sign..0o*,09T.. •„-.,----- •,, q t... — .. '1.,.. ...• .-:•.,';'J•-;'.."-::'.:••-: .•:_°-'.otelit7--tter•rein",:'...and.tliet_ (a)he did sign ...t40] 40cur01it•. F0*:.:OiE:t..":PMT'.7••:,....,...,•,-.::•;,.:il..• • . .".kt :;•'•• -----•-•'•:. •.-'.70O-sea;,tharain contained . , 7, :- . '7,'; ',- -7 i. 7,.'" 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' . :h . -•-=1•"..•:•••••—..X.S•L'iAr'i*•11......... , , . —, . . 2 of 2 5/27/2021, 10:26 AM SPECIFIC PURPOSE SURVEY SKETCH TO 1 ' •-'P SHOW LEGAL DESCRIPTION AREA 93'S 1'O7W '` i t ` 1 4 556 40 O0V- _ 261 89'MEAT_ \ Fil w 'Al I -'r c - AN72•34'59'E 95'MEAS s I G.D Nair 1=30 555'01'48W 0 Is 3O sG 55.62'MEAS 51°01'46'E ; 111 48.60'MEAS • 52'33'09W = 37.O5'MEAS N "O, 4e,ti '•‘35 53 MEAS 5O'55'46W • 29.1 3'MEAS -N2'33'09'E' 37.39'MEA5' • �pu 7$ja$jj NO°55 46E O 28.42'MFA� yN AN,'31.27W S •- 56.55'MEAS 28 NI•01'16W 8 9 ' 32 89'MESS N89•47 1 7W '7'MEAS 51'31'27"E !°. 56.98'MEAS ' 1°....,__NI°22'46"E 20 00'MESS 51.O I 14'E .1 . 71 68 MEAS." 589°47 17"E N. 50'12'43•Wrr.• NO' 2 43`E 4 1 81 ME) N I°1 0 1 OE I _. ~'7 1 MEAS - s l'1a 1OW I mesa...resew wows n4 sours 144 or svo arne+xt of vou 9Z23 MEAS +s' proA i« 10 mT`=w3e FOR RA PROP.FCC c?DISTANT!TO A PONT.RA,LTTMC!seO A>:r,re M. iPR �'. 20 CO M TO AsPONT.Trove 469•4i,i V PORA DSTwa2462 ECP 44 ei 0A NT;nrtNQ NOITO11Rw PORA GnTAAee n 3269 Peer TO A PONT.THeNCe g i 8 16 as °,'14 R.o,POINT meANC2we ST s 3![PCR 20esF TTT CP TOA'PONT.Tr Cweh, FORAPSANC a::b;U oA „eTGe3x•40P� APsrves0P,A1 TOAPONT.treNCe 9 e6� �1001.0 rG3oa PC alga _ 370;�TPAPON TMeNCe5�,;.�.FOR ADOTAa.n=„32RTPA 50'28'S� RIO. A CT.STANCe CT 54 Re MC TO A PONT.neFice 50 Mr I61 IO,. yp I YO ,.CI afar TPANM 501.1Pwloa A Of a#qO ROjZO STRIM Id xR•r be FOR M PITT TPA = 3= PONT.TROTT ]Oe roRAP NCe MOO RPM eMVO Or ci O "�T °- PSC CORIIER GOVERIIh211T LOT 8. — 1 SECTIOzII 19.TOWNSHIP 66 II J_/_, 1 RAIIGe ee -. _ N89'4828'W _i— 852.0TMEAS - I _—_ .._— 589'48'28'E I 20.00'MEAS NO'11 32' I 20.00'MEAS b °`*4°��T'e"°' Ni : � .e_...—" - • . s ma SURVEYORS NOTES - . SPECIFIC PURPOSE SURVEY SKETCH • FLORIDA KEYS WASTEWATER TREATMENT PLANT . �;E.•.ii'' LAND SURVEYING 780 BLIMP ROAD '- 19SG0 OVERSEAS nIG11wAr CUDJOE KEY.MONROE COUNTY.FLORIDA SUGARLOAF REY PL 33042 DAZE:a/DS/m3+ lUINEv Er EN PROJECT PHONE:(3051 334-3690 - EMAIL:FRLSemaYAGnuA.cPm REN9ua Dolt u/n/luO DRAM Er: 04i a.SGT.E �I•-30' .ICE 40..21-EN DMCRED Er EN 511551 ' OP I y i ..4t--,. _. ._ ' w �` u:,,, ,�,. 1. i S `, 0, " * A c r ID • i .. .p. a"+M1 4.J :.. V * I I tilt s {t mac,,'" ,Ny t1 ��..,yyy��,, y� , ' ., I / t XM :S TIC} s Z y ¢ w r 'k, ... 74iii ,,�� a Ne ry — 11,(`,". zy. 1 i i ' _ ; u ladiiii .,. t. ++;" '''''. Iti , ,, „.. ., ..,. + .a+«a . 4 „Arri.,........42,,,, jt.t . , -.4 4w ewcr Docq 1952885 10/07/2013 8:46A11 Filed & Recorded in Official Records of MONROE COUNTY AMY NEAVILIN Docq 1952885 BUN 2653 PgN 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 Truiillo, Esq. Ca.. " 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 to,aULtUF S-2P' 1b 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. Decp 1952885 Bka 2653 PO 343 Item/Segment No.: 4152302 Sec/Job No. : 90020 SR No. : 5, MM30 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 Witness: b�aj '&_.__ .* By: t it (Print name)Lt .t G .3 (Print name) YID (_t Gus Pew, P.E. District Six Secretary Witness: 1-.. ---.1 "-C------- ATTEST: -ija-c_A-V194 7��.-.F,.; (Print name) "-G . ' r 637 0 (Print name) air-. .f i �'��'.`1,;zS Execute Secrefary (Affix Department Seal) STATE OF FLORIDA COUNTY OF Lijajni -Jy*C The foregoing instrument was acknowledged before me this 1OIy Gus.Pecgo, P.E. , District Secretary for District Six , who is personally wn rO me or who has produced as 'r entificat of n. ��krL Notary Public Stele of Florida �(. Usairdra oisZ ((Type/Print name) I______ ((��t/ n G My Commission EE017440 9�e,A Expires 10/22rz014 , . `•Iic in and for the County and State last aforesaid. (Affix Notary Seal)My Commission Expires: 1 OI 2Z I iy Doers 1952885 BM: 2653 Pgq 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 8849'24" East, along a line 65.00 feet south_ of and paralell with said Baseline of Survey, 80.00 feet; thence South 0110'36" 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 0110'36" 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: — o 8— /3— /3 _ _ KE TH M. E—A—TOW, P.L.S. Florida Registration No. 5328 AVIROM & ASSOCIATES, INC. .NOT L.B. No. 3300 A VALID SURVEY UNLESS=;_!:_` ACCOMPANIED BY SHEETS 1 THRU 3 „ REVISED:08h3/2013 by K.M.C. REVISED:08/01/2013 by SAM. Florida Department of Transportation AVIROM&ASSOCIATES,INC. JOB#: 8270-9 District VI tt 8.AS800 SURVEYING&MAPPING SCALE: 1•=ao' Sect/Job No.: 90020 O 9a 402 APPELROUTH LANE,SUITE 2E DATE: 03/05/2013 FAP No.: N/A 10 KEY WEST,FLORIDA 33045 SR No.: 5/Overseas Highway/U.S.I 4 j' TEL.(305)294-7770,FAX(561)394-7125 CH S.A.M. www.AVIROM-SURVEYcom CHECKED: K.M.C. County: Monroe ` AsuSHEo'?. ©2013 AVIROM 6 ASSOCIATES,INC.an rights reserved. F.B. 1617. PG. 39&40 Parcel No.: 5214 This sketch is the property of AVIROM 3 ASSOCIATES,INC. and should not be reproduced or copied without written permission. SHEET 1 OF 3 DocII 1952885 Bkn 2853 PO 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: I. = 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; 0/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 KM.C. REVISED:08/0112013 by SAM. Florida Department of Transportation AVIROM&ASSOCIATES, INC; JOB#: 8270-9 District VI is&Assoc SURVEYING &MAPPING SCALE: 1•=40' Sect/Job No.: 90020 C � 9 402 APPELROUTH LANE,SUITE 2E DATE: - 03/05/2013 FAR No.: N/A a rn KEY WEST,FLORIDA 33045 BY: SA.M. SR No.: 5/Overseas Highway/U.S.I TEL.(305) �o,FAX(561)394-7125 CHECKED: K.M.C. www.AVI RO M-SU M-SURVEY.cram County: Monroe '4aLISHED01" ©2013 AVIROM&ASSOCIATES,INC.all ilgnts msepied. F.B. 1617 PG. 39&40 Parcel No.: 5214 This sketch is the grope*of AVIROM&ASSOCIATES.INC. and should not be reproduced or copied without written permission. SHEET 2 OF 3 • DoeN 1952885 BkN 2653 PgN 346 ______ _ _ \— NORTHERLY R/W LINE STATE ROAD No. 5 _ _,_ ______ 7.— -- STATE ROAD No. 5 o (U.S.HIGHWAY No. 1) :o ]].. oo ~ (F.D.O.T..R/W MAP SECTION 90020, SHEETS 102 & 103 OF 138) I� o 6 to in 2 rp BASELINE OF SURVEY + S 88'49'24° E S 88 49'24° E M STATE ROAD No. 5 M r41504.40' 1990.31' 1130+00 1131+00 N YY I 1-....— N CI 1 (NI ce P.O.C. 4- Q INTERSECTION OF 3 o >Lo I NEWFOUND BLVD. ~ 1 W J WITH S.R. No. 5 oio 0o WI N rlt�0 IL VI II 0 u o P.O.B. or STA: 1131+16.93 co CO o STA: 1130+36.93 �i 0/S: 65' R o U an d i o Z a 0 0 0/S: 65' R o .:Ern Z � W \ S88'49'24" .E' 80.00' , o aCL ^ I M p F.D O.T.: AI., • =1 '© PARCEL 5214>..;..,:,,:,. LLI SOUTHERLY R/W LINE ::;;:;:; .,.. ,,..., T O C>t z STATE ROAD No. 5� o r7 .2 800 SQUARE FEET CM Z (0.0643 ACRES) �' 64't --- N 8849'24" W 80.00' o-i I (BEARING BASE) I I id I--W NOT SUBDIVIDED PORTION OF 1- RE: 00111700- XIJ SECTION 26-66-29 5IZ 000000 o x-! RE: 001104 cc o RE: 00111670-000101 a o 000104 r ±144' I I MONROE COUNTY 40 0 40 80 ' OFFICIAL RECORDS s :_.,; ::NOT A VAUD SURVEY UNLESS . ACCOMPANIED BY SHEETS 1 THRU 3 GRAPHIC SCALE IN FEET ,I„=40, REVISED:08/13/2013 by K.M.C. REVISED:08/01/2013 by SAM. Florida Department of Transportation AVIROM 14 ASSOCIATES, INC. JOB#: 8270-9 District VI �8.nssoc SURVEYING&MAPPING SCALE: 1°=40' Sect/Job No.: 90020 0 � TA 402 APPELROUTH LANE,SUITE 2E DATE:. 03/05/2013 FAP No.: N/A a In KEY WEST,FLORIDA 33045 TEL(305)294 7770,FAX(561)394 7i25 BY: SAM. SR No.: 5/Overseas Highway/U.S.1 CHECKED: KM.C. www.AVIROM-SURVEY.com County: Monroe ` 4,ausHeo 0- ©2013 AVIROM d ASSOCIATES,INC.all rights reserved. F.B. 1617 PG. 39&40 Parcel No.: 5214 This sketch is the properly of AVIROM 8 ASSOCIATES,INC. and should not be reproduced or copied without written permission. SHEET 3 OF 3 Exhibit B Proof of Publication 6 �� CITIZEN KEY' WEST The Florida Keys Only Daily Newspaper,Est. 1876 PO Box 1800,Key West FL 3304.1 P:(305)292-7777 ext.219 F:(305)295-8025 legals©keysnews.corn MONROE CO WASTEWATER The Gato Building 1100 Simonton St. #2-216 KEY WEST FL 33040 Account:419317 Ticket: 3815769 PUBLISHER'S AFFIDAVIT STATE OF FLORIDA NOTICE OF INTENTION TO CONSIDER COUNTY OF MONROE ADOPTION OF COUNTY RESOLUTION b) To comment on an item using the live Zoom webinar Zink: Open this NOTICE IS HEREBY GIVEN TO WHOM live Zoom webinar link a httos://mc Before the undersigned authoritypersonallyappeared IT MAY CONCERN that on October 20, bocc,zoom,usf/89430231994(that also 9 pp 2021,at 1:30 P.M.,or as soon thereafter appears in both the published Agenda �1e1 as the matter may be heard,at the Mar= and Agenda Packet). When prompt- -)-t/L,L— ` E ,/ (" athon Government Center,2798 Over- ed,enter your email address and.name 1/�i�} ( -�t J who on oath says that he or she is seas Highway, Marathon FL 33050, to join the webinar. When the May- the >;.—tcv V wf7I the Board oCounty, County Commissioners o calls foruspeakers ishcon then item(s)o on Ag of Monroe County,Florida,intends to which you wish to comment,or when of the Key West Citizen,a daily consider the adoption of the following the Board is nearing your items)as the County resolution: meeting progresses,select-the'Raised newspaper published in Key West,in Monroe County,Florida;that the attached Hand"feature thatappearsatthebot copyof advertisment,beinga legal notice in the matter of Resolution FKAA was OUNTY to MN OF THE S OF OF torn of the by thm Zoom webinar screen to be 9. COUNTY COMMISSIONERS OF mom- recognized by the Zoom webinar host published in said newspaper in the issues of: ROE COUNTY,FLORIDA,APPROVING THE SALE OF THE MONROE COUNTY The.Zoom webinar host will request WASTEWATER SYSTEM TO FLORIDA the item N on which you wish to speak Sunday,October 10,2021 KEYS AQUEDUCT AUTHORITY;PRO- and enable your participation when VIDING FOR CERTAIN FINDINGS OF THE the Mayor calls for public,speakers on BOARD OF COUNTY COMMISSIONERS your item.To report problems with the CONSISTENT WITH THE REQUIRE- broadcast or participation in the Zoom Affiant further says that the Key Citizen is a newspaper published in KeyMENTS OF SECTION 1253401,FLORI- webinar,please call(305)872-8831. Y Y er P P DA STATUTES;APPROVING THE ASSET West,in said Monroe County,Florida and that the said newspapers has hereto- PURCHASE AGREEMENT;AND PROVID- Pursuant to Section 286.0105,Florida fore been continuously published in said Monroe County,Florida every day,and ING FOR AN EFFECTIVE DATE. Statutes,notice is given that if a person, decides to appeal any decision made by has been entered as periodicals matter at the post office in Key West,in said The.public can participate In the Oc- the Board with respect to any matter Monroe County,Florida,for a period.of 1 year next preceding the first publication tober 20,2021,meeting of the Board considered at such hearings or Meet- of County attached copyof advertisement and affiant further says that he or she has of County Commissioners of Monroe ings,he will need a record of the pro- of Y County,FL via Communication Media. ceedings and that,for such purpose;he neither paid nor promised any pe n,firm or corporation any discount,rebate, Technology("CMT")using a Zoom We- may need to ensure that a verbatim re- commission or ref d for.the rpo of securing this advertisement for publics- bloat platform by following the de- tend of the proceedings is made,which tailed Instructions below. The public record Includes the testimony and.evi- t' n the Aid spa . r.. is strongly encouraged to watch the dence upon which the appeal is to be meeting on Monroe County's.MCTV based. on Comcast Channel 76,AT&T Uverse Channel 99, or on the County's web ADA ASSISTANCE: If you are a person ' (Signature'of Affiant) portal a htta://m'onroecoungrfl.iam2. with a disability who needs special comiCitizenslpefault.asbz. Simply'se- accommodations In order to partid- lect the"Watch Live"banner to view pare in this proceeding,please contact •g• •sell, •ed,before me this 20th day of October 2021 the live meeting with live closed-cap- 'the County Administrator's Office by tioning on an integrated page that in- phoning(305)292-4441,between the Af/le,A i i�/j7 cludes the.Agenda and Agenda Back, hours of 8:300.m.-S.'OOp.m.,prior to up. thescheduledmeetingifyou are hear- Ubil' OatU ing or voice-impaired,call"711 Live ( g fir- If citizens have a Roku device,they can Closed-Captioning is available via our • search for.and add "MCTV"to their web portal @ htta9/monroecount- • J�/� ))�!� 4 personal. lineup. Monroe County's fLigm2,ran Citizens/Defaultasp c for l/ I "MCIV"is also provided via the Man- meetings of the Monroe County Board (Notary P blic Printed Name) (Notary Seal) roe County mobile appsfor iOS and An- of County Commissioners droid and through our streaming web Dated atKey West,Florida;this 5th y portal .a )sgs:Rmonroe-fl,vod.castus, day of October 2021. My commission expires 7/°c'/'22.— tv/vodflive=chi&nav=live. KEVIN MAD01(, Clerk of the.Citalk Court and ex officio Clerk of citizens can listen to audio=only from the Board of County Commissioners their phones by dialing(646)518-9805 of Monroe County,Florida Personally Known X Produced Identification or(669)900-6833 and,when prompted, 1010921 Key West Citizen enter the WebinarIDN 894 3023 1994 Type•of Identification Produced followed by the#key. The public can comment during the live Public Hearing either by phoning in,or by connecting to the live Zoom webi- nar link using the following instruc- n yrr�,�-, Suelynn Stamper tins: a) To comment on an Item by git`�: /�/� phone: Dial.(646)518.9805 or(669). _i: :,il; _COMMISSION Ill GG232802 900-6833 and,when prompted,enteres: - the Weblnar IN 894.3023 1994 fof- JJjj ._ ?EXPIRES:June G-O2Zkey, 'r ��� 27, lowed.by the N then•9 to"Raise rrrrrirttttt Bonded lhru Aaron Notary Zour hand" ohbe recognized by the Exhibit C Public Interest Statement Pursuant to Section 125.3401, Florida Statutes Pursuant to F.S. 125.3401, in reaching the decision to enter into the Asset Purchase Agreement by which Monroe County will sell the wastewater system ("Wastewater System") in unincorporated Monroe County to Florida Keys Aqueduct Authority ("FKAA") (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 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 "existing rate base," as referenced in Section 125.3401(3), Florida Statutes, applies only 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. 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 7 ("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 maintenance. The remaining terms of the Asset Purchase Agreement with respect to the sale and purchase of the Wastewater System are consistent with those involving the sale of wastewater utilities between governmental entities. Therefore, they are considered reasonable. (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 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 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 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. • 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. Existing utility customers will continue to receive wastewater services from FKAA on the same terms as currently exist. 8 (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. The County is not aware of any capital expenditures required at this time. To the extent 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. (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, 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. 9