Assignment & Assumption PREPARED BY:
Cynthia L. Hall, Esq. Da#7347690 Ik#3136 PEE 1282
Assistant County Attorney Recorded 1 118/202 1 2.55 PM Page I of i I
Monroe County Attorney's Office
I I 1112a'St., Suite 408 Filed and Recorded in Official Records of
Key West, FL 33040 MONROE COUNTY KEv-m MADOK,CpA
WHEN RECORDED RETURN TO:
Robert T. Feldman, Esq.
Florida Keys Aqueduct Authority
1100 Kennedy Dr.
Key West, FL 33040-4021
Parcel Identification Nos. 00122070-000700
and 00115410-000200
[Space above this line for Recorder's use]
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement(this "Assignment") is dated as of October
29, 2021, and is made and entered into by and between MONROE COUNTY,
FLORIDA, a political subdivision of the State of Florida ("Assignor"), and FLORIDA
KEYS AQUEDUCT AUTHORITY, an independent special district and political
subdivision of the State of Florida ("Assignee"). Assignor and Assignee are referred to
herein individually as a "Party," and collectively as the "Parties."
WITNESSETH:
WHEREAS, Assignor and Assignee have entered into an Asset Purchase Agreement,
dated as of October 29, 2021 (the "APA"), pursuant to which Assignor has agreed to
assign to Assignee all of its right, title and interest in and to certain easements necessary
for the operation of the wastewater system("System")defined in the APA, including that
easement described in Schedule I attached hereto, and Assignee has agreed to assume all
of the obligations of Assignor arising under the easement assigned to Assignee pursuant
to this Assignment arising on and after the Effective Date; and
WHEREAS, on September 16, 2013, the State of Florida Department of Transportation
("Grantor'D granted to the Assignor a Perpetual Easement for the sole purpose of
constructing, operating and maintain a wastewater lift station, over, under, upon and
through land in Monroe County,Florida known as FDOT Parcel 5214 as otherwise shown
on Schedule 1 and Exhibit A to this Assignment, both of which are incorporated by
Page 1 of 6
reference as though fully set forth herein (the "Easement'D; and
WHEREAS, Assignor and Assignee desire to enter into this Assignment to effect such
assignment and assumption, to memorialize the consent of the Grantor, and to provide
notice to third parties of same by recording this Assignment in the Public Records of the
counties in which the Easement was recorded.
NOW,THEREFORE,for good and valuable consideration,the receipt and adequacy of
which is hereby acknowledged, Assignor and Assignee agree as follows:
1. Definitions.All capitalized terms used, but not defined herein, shall have the
meanings ascribed to such terms in the APA.
2. Acceptance and Assumption. Subject to the terms and conditions of this
Assignment and the APA,Assignor hereby assigns,transfers, sells, conveys and delivers to
Assignee all of Assignor's right,title and interest in and to the Easement, and Assignee hereby
assumes,and agrees to pay and perform and discharge when due, all of Assignor's obligations
under the Easement arising on and after the Effective Time other than costs associated with
Assignor's exercise of its reserved rights as set forth in Section 3 of this Assignment.
3. Reverter. The Easement and any and all rights,title and interest conveyed via
this Assignment are specifically conveyed from Assignor to Assignee for the specific purpose
of owning and operating the wastewater treatment system. The Easement and all rights,title
and interest to the Easement shall immediately revert to the Assignor upon the failure of the
Assignee to use the Easement for such purpose.
4. Recordation of Assignment. Assignor and Assignee shall take such action as is
reasonably necessary to promptly record this Assignment in the Public Records of the counties
in the State of Florida where the Easements, or memoranda thereof, have been recorded.
5. Effective Time. This Assignment shall be effective as of the date and time last
signed by both Parties.
6. Counterparts. This Assignment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and
the same agreement.
7. No Modification. This Assignment is made pursuant to, and is subject to the
terms of,the APA. Notwithstanding anything to the contrary contained in this Assignment,
nothing contained herein is intended to or shall be deemed to limit,restrict, modify, alter,
amend or otherwise change in any manner the rights and obligations of Assignor or Assignee
under the APA,and in the event of any conflict between the terms and provisions hereof and
the terms and provisions of the APA,the terns and provisions of the APA shall control.
Assignee acknowledges that Assignor makes no representation or warranty with respect to this
easement,any other easement, or Assumed Liabilities except as specifically set forth in the
Page 2 of 6
APA.
8. Section Headings. The descriptive headings herein are inserted for convenience
only and are not intended to be part of or to affect the meaning or interpretation of this
Assignment.
9. Governina Law, Venue; and No Jury Trial.
(a) This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida(without giving effect to conflict of law principles)
as to all matters, including but not limited to matters of validity, construction,
effect, performance and remedies.
(b) That Parties hereto agree that venue in any and all actions and proceedings
related to the subject matter of this Assignment shall be in the Circuit Court of
the State of Florida in Monroe County, Florida, which court shall have
exclusive jurisdiction for such purpose and the parties hereto irrevocably
submit to the exclusive jurisdiction of such court and irrevocably waive the
defense of an inconvenient forum to the maintenance of any such action or
proceeding. Service of process may be made in any manner recognized by such
court.
(c) Each of the parties hereto irrevocably waives its right to a jury trial with
respect to any action or claim arising out of any dispute in connection with
this agreement or the transactions contemplated hereby. This provision is a
material inducement for the parties hereto to enter into this agreement, and
shall survive the closing.
(Signature Page Follows)
Page 3 of 6
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be signed by
their respective duly authorized officers as of the day and year first set forth above.
-R:
a
EAL)
evin Madok, CPA, Clerk MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS
------------
By: 0& C�'k,
As Deputy Clerk Mayor
Approved as to form and legal sufficiency:
Monroe County Attorney's Office
qAl;l t.94
10-27-2021
Assistant County Attorney
ASSIGNEE:
(OFFICIAL SEAL)
ATTEST: FLORIDA KEYS AQUEDUCT
AUTHORITY
By: dg& y4411-1,
_ t rF By
Secretary/Treasurer Chairman
Approved as to form and legal sufficiency:
General Counsel's Office
z
By: Robert T. Feldan
Assistant General Counsel
Page 4 of 6
Schedule 1
FEasementl
1. Perpetual Easement dated September 16,2013, from Florida Department of
Transportation to Monroe County, regarding lift station on Big Pine Key, recorded on
10/7/2013 as Document#1952885, OR 2653-342 ('Big Pine Key Easement"), as shown
in Exhibit A to this Assignment.
Page 5 of 6
DocuVgn Envelope ID-S388FI65-978D4D72-B61B-2DF4F3419A49
CONSENT TO AND APPROVAL OF ASSIGNMENT
The to of Florida Department of Transportation("Grantor")hereby consents to the Assignment
by and between Monroe County, Florida ("Assignor") and Florida Keys Aqueduct Authority
("Assignee"),pertaining to the transfer of the Perpetual Easement recorded on October 7,2013 as
Document #1952885, filed in the Official Records of Monroe County, Florida at Book #2653,
Pages#342 through 346("Easement").
This Consent is specifically conditioned upon the continued use of the Easement for the specific
purpose of owning and operating the central wastewater system. Consent to the assignment all
be immediately revoked and the Easement shall be extinguished upon the failure of the Assignee
to use the Easement for such purpose.
Grantor: Oftuskow br.
State of Florida Department of Transportation ATTEST: 5UU4r,
[A�FE"MIRWICC4N-
by:
By: Print Name: Helen Shaheen
SOMMAM44M Assistant to District Secretary
Title: District secretary
STATE O'F A
COUNTY OF
The foregoing ,mcnt was acknowledged before me by means of ff$hysical presence or 0 online notarization
this day of' 20201,by "`, r V -t (name of person).
=49Piry Slate of Flamm
A=Llo
"of a
11H 04 218
Y r
. Mario A Lhms (Si re of A'*aty PublWState of Florida)
My Comm4wn HH 049218 7
E.L rA, V - - z
(Name of Notary Typed,Printed or Stamped)
Personally Known or Produced Identification --
Type of Identification Produced:
Page 6 of 6
Exhibit A
Doap 1952885 10/07/2013 8.!ds of
F11ed �, Rseordsd in Official Recor
II OE cOIR!'fY ANY HEAVILIN
Doca
BW 2M P590 342
07-P.E.02 04N3
This instrument prepared by, Item/Segment No.: 4152302
or under the direction of Sec/Job No. : 90020
Alicia Trujillo. Esq. Cat SR No. : 5, MM 30
State of Florida Managing District : Six
Department of Transportation Parcel No. 5214
Address: 1000 NW 111"'Avenue
Miami, Florida 33172
PERPETUAL EASEMENT
THIS EASEMENT, Made this Fl, Lf S-Q k� 2013 by and between the STATE OF
FLORIDA DEPARTMENT OF TRANSPORTATION, Grantor, whose address is 1000 NW 111"'
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.
Attachment -2
W2 � U3
Item/Segment No.: 4152302
Sec/Job No. : 90020
SR No. : 5, MM 30
Managing District : Six
Parcel No. : 5214
IN WITNESS WHEREOF,the Grantor has caused these presents to be executed in its name
by its proper officers thereunto duly authorized, and attested, on the date first above written.
STATE OF FLORIDA
DEPARTMENT FrNSPORTATION
Witness* By:_
(Print name) Q (Print nam } Gus P P.E.
District Six Secretary
Witness: •
ATTEST:,,
(Print name} .v r� (Print name) f
Execu a Secre
(Affix Department Seal)
STATE OF FLORIDA
COUNTY OF Witiml -
The foregoing instrument was acknowledged before me this �Ly
Gus Pego, P.E. , District Secretary for District Six , who is personally c wn me or who has
produced tification.
OWN FWW rint name)
,&s
and for the County and State last aforesaid.
(Affix Notary Seal)My Commission Expires: 1 14
Attachment 10-3
Do" L952M
MN nW Poi 3"
EXHIBIT "A""
LEGAL DESCRIPTION:
F.D.O.T.PARCEL 5214:
A parcel of land being a portion of State Road Number 5, lying within Section 26, Township 66 South,
Range 29 East on the island of Big Pine Key, Monroe County Florida as delineated on Sheets 102 and
103, of the Florida Department of Transportation Right—of—Way Map for Section 90020, dated June 25,
2001 described as follows:
COMMENCE at the intersection of the centerline of Newfound Boulevard with the Baseline of Survey of
State Road Number 5 (U.S. Highway Number 1, also known as Overseas Highway), said intersection being
on the Baseline of Survey at Station 1110+46.62 as shown on said Right—of--Way Map; thence South
88'49'24" East along said Baseline, a distance of 1990.31 feet; thence South 01'10'36" West, 65.00 feet
to the POINT OF BEGINNING; thence South 88'49'24" East, along a line 65.00 feet south of and paralell
with said Baseline of Survey, 80.00 feet; thence South 01'10'36" West, 35.00 feet to the existing
Southerly Right--of—Way line of said State Road Number 5; thence North 88'49'2e 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: a B—
K M. E—A—TOW, P.L.S.
Florida Registration No. 5328
AVIROM & ASSOCIATES, INC.
_. .. _ L.B. No. 3300
JJOT A VALID SURVEY UNLESS '
"ACCOMPANIED BY SHEETS 1 THRU 3-1 REVISEQ:08113FA13byK1A.C.
REVISED:0B1 rA13 by SAW
Florida Department of Transportation AVIRON 8 ASSOCIATES, INC JOB e: 8270-9
District VI a,wsa SURVEYING&MAPPING SCALE 1.249
Sod/JobFAP NO.: No.: WA KEY
��� 402 PPELROMEST FLORIDa .SWE 2E DATE: 0SO M13
~ TEL Pw)294-rm.FAX(561)394-7125 BY. SAM.
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SR No.: r�Ove�seas H�kweyN 3 1 www.A WRO"URVEY.c�om CHECKED: KAW.
CQW*f. Monroe �'va+a +°�` C)ZW AVAW,1nssocurEaPC rN9ft anaa F.B. 1017 PG. 39&40
POW No.: 5214 T10 b dW a AVaao�ws AS30CL4=auk �� 1 OF 3
.nd ea ft or-ok wW oW w ftm 7 mtsson.
Attachment 1 -4
E
DocN 1952885
IM 26W PgN 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.
8. This map Is intended to be displayed at a scale of 1:480 (1'=40') or smaller.
7. Units of measurement are in U.S. Survey Feet and decimal parts thereof.
Well identified features in this survey were field measured to a horizontal positional accuracy of 0.10'.
8. Abbreviation Legend: @- = Baseline; B.M. = Benchmark; q = Centerline; E = Easting; F.D.O.T. = Florida
Department of Transportation; GPS = Global Positioning System; I.R. = Iron Rod; LB. = Ucensed Business;
M.C.R. = Monroe County Records; N = Northing; NGS = National Geodetic Survey, No. = Number,
O/S = Offset; P.B. = Plat Book; P.C. = Point of Curvature. PG. = Page; P.LS. = 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 Cop.
SNOT A VALID SURVEY UNLESS =`-
ACCOMPANIED, BY SHEETS 1 THRU
3-REVISED.08H3 by K M,C.
REVISED:OelO1013 by SAM.
Florida Department of Transportation AVIROM&ASSOCIATES,INC. JOB#- 8270-9
/ Ne: 90020 District VI o�sems SURVEYING&MAPPING SOME: 1*nA'
402 APPSMUTH UWE,SUITE 2E DATE: 0310 O13
FAP No: NIA S� ;�,%m KEY IWST FtowoA 33M
SR No.: 510rersees HiphyreyN 3.1 4 a TEL(305)294-7770,FAX(581)394-7125 Fir. S'A K
wwwAVIR0AfSURVEY.com CHECKED: K.M.C.
cwhr Monroe ®mu AWRW&A$$0eMT1M m4C r dqM wewM F.B. 1017 PG. 39 S 40
Parcel Na: 5214 . NAM,.we."OP� °f a�oy,.aa, �,ea.E& sHEEr 2 of 3
Attachment 10-5
Bku 26°i3 Pam' 346
NORTHERLY R/W LINE
STATE ROAD No. 5
Q STATE ROAD No. 5
o (U.S.HIGHWAY No.1)
o (F.D,O.T. R/W MAP SECTION 90020, SHEETS 102 do 103 OF 138)
co
r' co
+ BASELINE OF SURVEY +
S 88'49'2e E S W49'24' E STATE ROAD NM 5 M
504 40' 1990.31' 1130+00 1131+00
N
Ttl
P.O.C.
.H 4c INTERSECTION OF 31
WITH 11 SuRDNo. 5 o'g c
r- �
II pA
P.O.S.P O.S ��� L �
o oc : 1131+16,93 IH kq
o STA: 1130+36.93 0/S: 65' R $ too
a C o 0/S: 65' R o +
r W i S 88'49W E 80.00' " "'
" F.D O.T.
b 2 PARCE L Wi4. .. . U vI
SOUTHERLY R/W uNE r'S
Z STATE ROAD No. 5� s 8aQ!9 SQUARE FEET
(0.0643 ACRES) s 9
gn
664't N SS'49'24" W SM00'
(BEARING BASE)
a w NOT SUBDIVIDED PORTION OF ,,,
RE. 00i1
000000 00- XIS SECTION 26---66-29 xX' RE: 00111670-
0��
v RE: 00111670-0 � 000104
00101 a
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f ' LINTY
40 0 40 80 OFFICIAL ItECORN
'NOT A VAUD SURVEY UNLESS ..'
ACCOM-ANIEa BY SHEETS 1 THRu 3 GRAPHIC SCALE IN FEET
,�w s�� REVISED:08/130013 by KM.C.
REVISED:08ffl=13 by SAM.
Florida Department of Transportation A WROU&ASSOCIATES,INC JOB a 8270-9
Sail �Distriot VI oM a naafi SURVEYING&MAPPING SCALE: 1'A 4a 402 APPELROUTH LAN$SUITE 2E DATE 036fi11013
FAP No.: WA � 0 KEY WEST,FLORIDA 33045
BY:
SR Na: sOYb um w4 w ffwu.&I TEL(305)294-7774 FAX(501)394-7125
WWW.AWROMSURVEY.com CHECIED. KM.C.
Morcne 02M AMW0U a M3�ivc..r er r.mwrwd F.B. 1817 M 39 s 40
Page[No» C04 mtis araa,s er,. a AV1RD�1 a ASSOCurE$we SHE 3 OF 3
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