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HomeMy WebLinkAbout12/11/2024 Agreement SETTLEMENT AGREEMENT AND RELEASE I Ith THIS SETTLEMENT ACR EE MENT (the "Agreement") is entered into on this day of December, 2024 by and between Peter Henry Poto and Olivia Poto (collectively the "Potos") and Monroe County, Florida ("Monroe County").' RECITALS WHEREAS, the Potos are the owners of record of that certain real property currently bearing a. street address of 22777 Jolly Roger Drive, CLidjoe Key, Fl-, 33042, more particularly legally described as follows: Lots I and 2, Block 18, Cutthroat 1--larbor Estates, according to the plat thereof as recorded in Plat Book 4, Page 165, Public Records of Monroe County, Florida. (hereinafter "the Subject property", currently bearing Monroe County Property Appraiser's Office property identification number 00179990- 000000). WHEREAS, on September 24, 2019, Jane P. Gilbert, as sole trustee ofthe Jane P. Gilbert Living Trust ("Gilbert"), executed and conveyed to Monroe County a Covenant of Unity of'ritie and Restriction on Future :Development and/or Conveyances (hereinafter the "Unity of 'Title"), recorded on September 27, 2019, at Book 2986, Page 2217, DOCUrnent Number 2238473, Official Records of" Monroe County, pursuant to which Gilbert conveyed to Monroe County the development rights of one of the two lots (above-described Lot 2) comprising the above legally described Subject Property; WHEREAS,the Potos acquired the Sub'ject Property froi:n Gilbert Pursuant to that certain trustee's deed recorded on October 2, 2019, at Book 2987, Page 1473, Document Number 2239008, Official Records ol'Monroe County-, WHEREAS, the Potos as, in relevant part, 13taiiititfs/C'ouiiter-Defendants, and Monroe County as, in relevant part, Defendant/Counter-Plat tit]IT, are adversely aligned parties in Sixteenth Judicial Circuit Court Case No. 22-CA-709-K, Peler IfenrY Polo atul Olivia Polo v. -Monroe County, Florkla, a Politieal Sub(Iivision / Monroe Count)), [70ri(I(I V. TWO' 11. Polo (177d Olivia Polo (hereinafter referred to as the "Action"); WHEREAS, the Parties desire to compromise and settle all issues and controversies between theni including, without limitation, those alleged and/or described in the Action, and, therefore, stipulate and bindingly agree to the below terms of this Agreement; NOW, THEREFORE, in consideration of the recitals set forth above, mutual promises, covenants, and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged, and intending to be legally bound hereby, the Parties agree as f'ollows: .............. I The flotos and Monroe County shall be variously below collectively referred to as the"Ilarties". Scltlemcnt Agrecrnerit Page I I Recitals. The foregoing recitals are true and correct and are hereby incorporated as if fully set forth herein. 2. Settlement. The parties have entered into this Settlement Agreement knowingly, freely, and voluntarily, having determined that they have adequate information upon which to make infornied decisions an(] having decided that It is in their best interests to amicably resolve this Action. A. Neither party IS under coercion or duress. Neither party has been forced into this Agreement or threatened in any way. B. Neither Party knows of any fact or cii-CUrnstance which would cause this Agreement to be void or unenforceable. C. Fxcept as otherwise provided herein, the Parties agree that each shall bear their/its own attorneys' fees, costs and expenses arising out of; in connection with, or related to, this litigation (i.e., the "Action"), whether such fees, costs, or expenses have been incurred prior to the execution of this Agreement or will be incurred after its execution. D. It is understood and agreed that this settlement is the compromise of doubtful and disputed claims. Nothing herein should be construed as an admission of liability on the part of either Party. By entering into this Settlement Agreement the parties intend merely to avoid litigation. 3. Purchase of Replacement Property. The Parties hereby stipulate that the Potos' title insurer shall purchase and acquire fee simple title to a"Replacerrient Property" that Monroe County has ex ante indicated meets Monroe County's requirements to be considered sufficient by Monroe County to induce it (the County) to enter into this Settlement Agreement, and, once this Replacement Property is so acquired, the I-)otos' title insurer shall cause the sellers of that property to execute a recordable general warranty deed conveying this Replacement Property over to the "Monroe County Board of County Commissioners". This Replacement Property is more particularly legally described as follows: Lot 21, Block 4, Breezeswept Beach L`,states, according to the Plat thereof as recorded in Plat Book 4, Page 143, public Records of Monroe County. (currently bearing Monroe County Property Appraiser's Office property identification number 00202300-000000). 4. Convevance of Replacement Property to Monroe County. 'rhe Potos, title insurer shall pay the purchase price and cause the sellers to deliver a properly executed recordable general warranty deed conveying unencumbered fee simple title to the Replacement Property over to the "Monroe County Board of County Commissioners". Settlement Agreement Page 2 5. Owner's Title Policy. Together with this conveyance of unencumbered fee simple title referenced in the preceding paragraph, the Potos' title insurer shall deliver to Monroe County an Owner's Title Policy relative to the Replacement Property in issued by Old Republic National Title Insurance Company the form attached hereto as Exhibit A. The Title Policy shall insure that the Monroe County is vested with fee simple title to the Replacement Property, and that the Replacement Property shall be free and clear of any mortgage(s), lien(s), and any other encumbrances at the time that fee simple title is delivered to Monroe County , unless j such encurnbrance(s) is/are expressly identified as an exception in title commitment provided to Monroe County prior to closing, the form of which is attached hereto as Exhibit B; and LU Monroe County expressly consents, in writing,to take title to the Replacement Property assuming and Subject to the exceptioned encumbrance(s) expressly identified it-) the title commitment. 6. Release of the Subject Property from the Unity of Title. In exchange for the conveyance ofthe Replacement Property over to Monroe County in conformity with the terms of this Agreement, Monroe County agrees to thereafter release the Subject Property frorn Monroe County's Unity of Title. A copy of the ITILitually-agreed upon Release of Unity of"Title is attached hereto as Exhibit C. Monroe C(Arnty shall execute an(] deliver the Release no later than ten (10) days frorn Monroe County's receipt of this properly executed recordable general warranty deed. 7. Contingency. This Agreement shall be contingent upon the Potos' and/or their title insurer closing on the purchase of the Replacement Property and obtaining recorded fee simple title to the Replacement Property. If for whatever reason, the Potos or their title insurer are not able to after employing good faith efforts, obtain fee simple title to the Replacement Property then the Potos shall give prompt express written notice of the same to Monroe County, and the Parties shall be excused from the obligations contained in this Agreement. In this event this Agreement shall be null and void and of no force or effect, and the Parties shall Proceed in the Action, unless the Potos and Monroe County mutually agree in writing to amend this Settlement Agreerrient to inter ulia provide for a new "Replacement Property" to function as a substitute for the current Replacement Property identified above. 8. General Release. L'xcept for the obligations of the Parties memorialized in this Settlement Agreement, the Parties, and their heirs, executors, administrators, conservators, trustees, beneficiaries, agents, legal representatives, successors, transferees, and assigns hereby remise, release, and forever discharge each other, their attorneys, employees, agents, insurers, heirs, executors, administrators, conservators, trustees, beneficiaries, legal representatives, successors, transferees, and assigns of and from any and all accrued and unaccilled claims (including,, but not limited to, clairris fir costs, attorneys' fees, injunctive relief, statutory damages, punitive damages, restitution, interest, penalties, fees, and any other lbri-ri of relief), damages, dernands, suits, debts, actions, or causes of action of any kind, whether known Or unknown, Suspected or unsuspected, in both law and in equity, that the Parties ever had or may now or hereafter own, hold, have, or claim to have by reason of any matter, cause or thing whatsoever frorn the beginning of the world to the day ofthe date of this Agreement, exclusively arising from, or relating to, the matter raised in the Action, including, but not limited to any and all claims, Costs, fees, damages, relief" penalties, and transactions, in both law and in equity, that are, were, or Could have been, alleged and/or by the Parties to the Action. Nothing in this release shall operate to release other parties (other than the Potos and Monroe County) to the transaction wherein the Potos Settlement Agrecment- Page 3 purchased the Subject Property from Gilbert. Neither party hereby releases Gilbert or the real estate agents and brokers involved in the purchase and sale between the Potos and Gilbert. 9. Specific Release. With the exception of the Release of*The Unity of Title which restores the Subject Property to the status quo prior to the recording of the Unity of Title, nothing contained herein shall operate to grant or enhance any rights and entitlements in favor ofthe Potos and the StibJect Property, Including any building permit allocations or proceedings, or any right or entitlement arising froth any federal, state, or local law, pursuant to, or under the Monroe County Rate of"Growth Ordinance ("ROGO"), Monroe County Code(s), Monroe County Comprehensive Nan, Florida Building Code, Honda Statutes, Florida Ach-ninistrative Code, United States Code, United States Statutes at Large, Florida Constitution, Constitution of the United States, Keys Workforce blousing Initiative, Live Local Act, Bert J. Harris J. Harris Jr. Private Property Rights Protection Act, Florida Land Use and Environmental Dispute Resolution Act, 42 U.S.C. Section 1983, and/or for inverse condemnation that Could have been brought with the filing of the instant litigation. 'I"his release does not finut the rights of the Potos, or their successors or assigns, as provided by law by virtue of transfer of title. It is the intent of the Parties that any existing rights or entitlements in favor of the Potos and the Subject Property are not forfeited or waived. 10. Continuina Jurisdiction. The Circuit Court of the 16"' Judicial Circuit in and for Monroe County, Florida, shall retain jurisdiction of the case identified herein as the "Action" for the sole purpose of enforcing the terms of this Settlement Agreement. 11. Good Faith. These settlement negotiations have been undertaken by the parties in good faith. 12. Choice of Law, Governing Law. Venue. This Agreement is not subject to arbitration and shall be governed by, and construed and enforced in accordance with, the laws of the state of Florida, and venue for all claims, controversies, or disputes relating to this Agreement shall remain in the Circuit Court for the 16 h Judicial Circuit in and for Monroe County, Florida. 13. Authority. Each party to this Agreement represents and warrants to the other that the execution, delivery, and pertormance of this Agreement has been duly authorized by all necessary corporate and other organizational action, as required. 14. Inconsistenev, Partial Invalidity, Severability, and Survival of Provisions. If any term and/or provision of this Agreement, or any portion(s) thereof, is/are in any way invalidated by any administrative hearing officer or court of competent jurisdiction, such invalidation shall neither limit not-impair the validity or of)eration of any other provision or term, or remaining portion(s) thereof'. All such other term(s) and/or provision(s), or portion(s) thereof, shall continue unimpaired in full force and effect. 15. Integration. This Agreement constitutes the entire Agreement and any representation or understanding of any kind preceding the date of the Parties' written final approval of this Agreement not specifically and expressly memorialized herein is not binding on other of the Parties except to the extent that it has been specifically and expressly memorialized in this Agreement. Settlement Agreement flage 4 16. Amendment or Modification. No amendment or modification to this Agreement is effective unless each signatory party to this Agreement agrees, consents, and joins in writing thereto. 17. Binding on Successors, AssiLnis and Others, T'Ius Agreement and the covenants and conditions contained herein will apply to, be binding upon, and inure to the heirs, executors, administrators, conservators, trustees, beneficiaries, agents, legal representatives, successors, transferees, and assigns of the Pat-ties hereto including, but not limited to, any subsequent committee, bankruptcy trustee, plan administrator, or liquidating trustee. 18. Interpretation and Construction. This Agreement is the product 01" collaboration between the Parties. The Parties acknowledge that each has been given an opportunity to independently review this Agreement with legal Counsel, has agreed to the particular language of the provisions hereof and has fully participated fit the drafting of this Agreement. In the event of" any ambiguity in Or dispute regarding the interpretation of any provision of this Agreement, such dispute shall not be resolved by any rule of construction providing for interpretation against the party who causes the ambiguity or against the drafter. All Parties hereto expressly agree that in the event ofarribiguity or dispute regarding the interpretation of this Agreement, the Agreement will be interpreted as if each party hereto participated in the drafting hereof. 19. Captions and Paragraph Hea41M. Captions and paragraph headings, where used herein, are inserted for convenience only and are not intended to descriptively limit the scope and intent of the particular paragraph or text to which they refer. 20. Non-Reliance bv Third-Parties to Enforce Third-Party Claims or Benefits. No non-signatory natural or legal person(s) shall be entitled to rely upon or utilize any term or provision of this Agreement to enforce or attempt to enforce any third-party clann(s) or entitleiiient(s) to or benefit(s) frorn any term or provision hereunder. 21. Advice of Counsel. The Parties acknowledge that they have been (or have had the opportunity to be) represented by counsel of their own choice in the negotiations leading up to the execution of this Agreement and that they have read this Agreement and have had the opportunity to receive art explanation from legal counsel regarding the legal nature and effect of' this Agreement, and each Party understands the terms and provisions of this Agreement and its nature and effect. E'ach Party further represents that they are entering into this Agreement freely and voluntarily, relying solely upon the advice of their own counsel 1fapplicable, and not relying on representation of any other Party or of`counsel for any other Party. 22. Attorneys' Fees and Costs. If a signatory party to this Agreement brings an adversarial administrative proceeding or judicial action to enforce a right to relief afforded to it under this Settlement Agreement, and prevails in such adversarial administrative proceeding or Judicial action, the prevailing signatory party to this Agreement may be entitled to reasonable attorneys' fees and/or costs to be paid by the losing signatory party to this Agreement as fixed by the administrative hearing officer or court of competent jurisdiction. ScUlement Agreemcnt Page 5 23. Counterparts and Facsimiles, This Agreement may be executed in multiple counterparts, each of which will be deemed an original Agreement, and all of which will constitute one agreement. Any Signature in counterpart provided via facsimile arid or electronic mail with a PDF attachment of this Agreement will be deemed an original signature, 24. Duty to Cooperate. The Parties will execute and deliver all documents and perform all further acts that may be reasonably necessary to effectuate the purpose and provisions ofthis Agreement. 25. Non-AssiL!nabifity. This Settlement Agreement may not be assigned by one signatory party to this Agreement,unless such assignment is first approved in writing by the other signatory party to this Agreement, 26. Miscellaneous.A signatory party to this Settlement Agreement's non-enforcement of a right afforded to it under this Settlement Agreement shall be at the discretion of that signatory party, and a signatory party's delay or failure to entbree a right afforded to it Under this Settlement Agreement, however long continued, shall not be deemed a waiver or estoppel of its right to do so thereafter as to any violation or breach hereof`. Failure of a signatory party to this Settlement Agreement to enforce a right afforded to it under this Settlement Agreement shall not impair the validity of this Settlement Agreement or the provisions or temis hereof or limit its/thell, enforceability in any way. 27. �'�fiuha�fion of�Disntissal With. Prejudice. Within ten (10) days of t&j Monroe COLL11ty's receipt of the above-referenced Opinion of Title together with the above-referenced properly executed recordable general warranty deed conveying this Replacement Property over to the "Monroe County Board of County Commissioners- and Monroe County having recorded the Release of the Unity of Title, the Parties agree to submit to the Court a Stipulation for the Dismissal With Prejudice of the Action in the form attached hereto as Exhibit D. EACH PARTY SIGNING 'THIS AGREEMENT REPRESENTS THAI' 'THEY HAVE READ THE AGREEMENT, FULLY UNDERST AND 'I'HE AGREEMENT, AND INTEND TO BE BOUND BY THE AGREEMENT. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their duly authorized representatives as of the date stated. This Agreement shall not be binding on any of the Parties until signed by all Parties. Monroe County D,ql�I I y iq.,d by Ri,-t B�h ill Robert B.Shillinger mg, Peter Fleury 13Y: -- -,2ZZ,4,12 11 1-1 15 y.......... ..........— ...... ........ ................... Mime: Date: Z- 'Fit1c: County Attorney_._.__ .....County... ------------- --------- Date: 11 December 2024 Olivia Poto By: ............. Settlement Agreement —Page 6 --- --------------------- ------------- ........ ------------------ ---------- .......... F-Ym and legal sufficiency approved f 1,, he Monroe County Board of County Commissioners By:4!Q� Anjelica N. Harden-Ivanoski Assistant County Attorney Monroe County Attorney's Office I I 1112th St. Suite 408 Key West, FL 33040 Date December 11, 2024 Settlement Agrcement Page 7 EXHIBIT 66 A 99 Settlement Agreement—Page 7 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY Schedule A Policy No.: TBD Date of Policy: Date and Time of Recording of Deed Agent's File Reference: TBA Amount of Insurance: Purchase Price Paid Premium: TBD Address Reference: Vacant Land Parcel on Egret Lane, Summerland Key,Florida 33043 1. Name of Insured: Monroe County Board of County Commissioners 2. The estate or interest in the Land that is insured by this policy is: Fee Simple as shown by instrument dated and to be recorded on ,under Clerk's File No. ,in Official Records Book_,Page ,of the Public Records of Monroe County,Florida. 3. Title is vested in: Monroe County Board of County Commissioners 4. The Land referred to in this policy is described as follows: Lot 2,Block 12,Tropical Bay Third Addition, according to the plat thereof as recorded in Plat Book 5,Page 81,Public Records of Monroe County,Florida. Old Republic National Title Insurance Company 400 Second Avenue South,Minneapolis,Minnesota 55401,(612)371-1111 Lerman&Whitebook,P.A. 37386 ISSUING AGENT AGENT NO. AGENT'S SIGNATURE 2611 Hollywood Boulevard Hollywood FL 33020 MAILING ADDRESS CITY STATE ZIP FORM OF6-SCH.-A(rev.12/10)(With Florida Modifications) OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY Schedule B Policy No.: TBD Agent's File Reference: TBD This policy does not insure against loss or damage, and the Company will not pay costs, attorneys'fees, or expenses that arise by reason of: 1. General or special taxes and assessments required to be paid in the year 2024 and subsequent years. 2. Rights or claims of parties in possession not recorded in the Public Records. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance that would be disclosed by an inspection or an accurate and complete land survey of the Land and inspection of the Land. 4. Easements, or claims of easements,not recorded in the Public Records. 5. Any lien, or right to a lien, for services, labor, or material furnished, imposed by law and not recorded in the Public Records. 6. Any adverse ownership claim by the State of Florida by right of sovereignty to any portion of the Land(s) insured hereunder, including submerged,filled and artificially exposed lands, and lands accreted to such lands. 7. Any lien provided by County Ordinance or by Chapter 159, F.S., in favor of any city, town,village or port authority, for unpaid service charges for services by any water systems, sewer systems or gas systems serving the land described herein; and any lien for waste fees in favor of any county or municipality. 8. Restrictions, easements, covenants and all matters contained on the Plat of Tropical Bay Third Addition, as recorded in Plat Book 5,Page 81,Public Records of Monroe County,Florida. 9. Declaration of Restrictions recorded in O.R. Book 387, Page 716, amended in O.R. Book 1464, Page 1, Public Records of Monroe County,Florida. 10. Mineral Deed Assignment recorded in O.R. Book 1129, Page 967,Public Records of Monroe County, Florida. 11. Reservations in favor of the State of Florida, as set forth in the deed from the Trustees of the Internal Improvement Fund of the State of Florida recorded in O.R. Book 143, Page 188, Public Records of Monroe County, Florida; however, the right of entry and exploration associated with the oil and mineral reservation has been released pursuant to Sec. 270.11,F.S. 12. Coverage is excepted as to riparian and littoral rights; the possible right of the public to use beach area and/or waterways; and any Land insured herein that was formerly or is currently submerged, including any filled lands, artificially exposed lands, and lands accreted to such lands, for the rights of the United States Government and the State of Florida. If the Navigational Servitude Endorsement is attached to this policy and made a part hereof, the coverage afforded thereby shall not extend to any portion of the Land subject to a claim of ownership by the State of Florida by right of sovereignty. This clause replaces Commitment exception #3 (the General Sovereignty Land exception). FORM OF6-SCH.-B(rev.12/10)(With Florida Modifications) OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY O WNER'S POLICY Schedule B (Continued) Policy No.: TBD Agent's File Reference: TBD 13. State Law under Chapter 76-190 and Chapter 22F-8.02 of the Florida Administrative Code for Land Planning for the Florida Keys Area of Critical State Concern, recorded in O.R. Book 668, Page 43, Public Records of Monroe County,Florida. 14. House Bill No. 634, Chapter 70-231, an act relating to the Bureau of Beaches, Shores and Coastal Construction, amending Chapter 161, Florida Statutes by adding Section 161.052; providing a setback line for coastal construction and excavation; providing for the granting of variance by the Department of Natural Resources, providing penalties, and providing an effective date. 15. Rights of the lessees under unrecorded leases. FORM OF6-SCH.-B(rev.12/10)(With Florida Modifications) EXHIBIT 46 Settlement Agreement—Page 8 ATTORNEYS' TITLE FUND SERVICES, LLC Miami-Dade 8200 NW 52nd Terrace, Suite 300 Miami,FL 33166 (800)432-0094 (866)451-8916 Lerman&Whitebook,P.A. Date: September 15,2023 2611 Hollywood Boulevard, Fund File Number: 1445355 Hollywood,FL 33020 County: Monroe Reference: POTO V. MONROE COUNTY Dear Fund Member: We have examined title to the property described in Schedule A attached and prepared these schedules to be used exclusively for the purpose of issuing a commitment or policy of title insurance underwritten by Old Republic National Title Insurance Company. Please review the schedules before signing and inserting in a 2021 ALTA Commitment(C21)jacket. Subject to your agency authorization,you must. A. Add additional requirements and/or exceptions to Schedule B that you find necessary from your analysis of the present transactions. B. Evaluate Schedule A and B and issue endorsements as may be appropriate,deleting or modifying the Schedules. C. Obtain a 2021 ALTA Commitment(C21)jacket,which must be included with Schedules A&B of the 2021 ALTA Commitment. Fund Members may download and print the 2021 ALTA Commitment(C21)jacket by clicking here. Software providers are currently working to update to the 2021 ALTA forms. The Fund will alert members when DoubleTime and E-Closing DT will allow users to obtain C21 jackets electronically.Once available,DoubleTime users must upgrade to the most current version to access 2021 ALTA forms. You may upgrade for free by going to www.thefund.com/dt. Please contact sa�;ppunp.( ? llnagPeupu with questions. Our examination of title reflects only those matters recorded in the Official Records Books. You are responsible for such other off- record examinations and checks as you may find necessary pursuant to underwriting procedures. When the interest you are insuring is a personal property interest(such as a mortgage,a leasehold or cooperative interest),a federal tax lien search of the Secretary of State's records may be required. See Fund Title Note 30.02.08. Where the amount of insurance is$3 million or under,a 20-year judgment and lien search was not performed on the proposed insured purchaser if a mortgage is not associated with the purchase or if the mortgage appears to be 100%purchase money in nature. The Fund appreciates this opportunity to be of service. Please contact us if you have any questions. Sincerely, Attorneys'Title Fund Services,LLC Dayme Cabrera,Examiner ,dcabrera@thefund.com AMERICAN LAND TITLE ASSOCIATION COMMITMENT (With Florida Modifications) ISSUED BY OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Transaction Identification Data,for which the Company assumes no liability as set forth in Commitment Condition 5.e.: Commitment Number: Revision Number: Issuing Office File Number: Issuing Agent: 1445355 None POTO V.MONROE 3738601 COUNTY Property Address: Loan ID Number: Issuing Office's ALTA Registry 1D: Issuing Office: Vacant Lan Egret Lane NA Summerland Key,FL 33043 None Lerman&Whitebook,P.A. SCHEDULE A 1. Commitment Date: September 11,2023 at 11:00 PM 2. Policy to be issued: Proposed Amount of Insurance: a. OWNER'S: 2021 ALTA®Owner's Policy with Florida Modifications $50,000.00 Proposed Insured: Marvin Poto The estate or interest to be insured: Fee Simple b. MORTGAGEE: Proposed Insured: The estate or interest to be insured: c. MORTGAGEE: Proposed Insured: The estate or interest to be insured: 3. The estate or interest in the Land at the Commitment Date is: (Identify each estate or interest covered, i.e.,fee, leasehold, etc.) FEE SIMPLE 4. The Title is,at the Commitment Date,vested in: (Identify vesting.for each estate or interest identified in Item 3 above)Yovani Pinero and Dianik Martinez and,as disclosed in the Public Records,has been since (Date) 2/23/2021 5. The Land is described as follows: See Exhibit A Old Republic National Title Insurance Company 1408 Westshore Blvd,Suite 900,Tampa,Florida,33607,(612)371-1111 AUTHORIZED SIGNATORY Lerman&Whitebook,P.A. 3738601 This page is only a part of a 2021 ALTA Commitment for Title Insurance issued by Old Republic National Title Insurance Company. This Conrnzitnzent is not valid without the Notice; the Comrnionent to Issue Policy; the Commitment Conditions;Schedule A;Schedule B, Part I Requirements; and Schedule B, Part 11 Exceptions; and a counter- signature by the Company or its issuing agent that nuav be in electronic form. Form C21-Schedule A—ALTA Commitment for Title Insurance Page 1 of 6 Commitment Number: 2021 v.01.00(with Florida Modifications) 1445355 07/01/2021 AMERICAN LAND TITLE ASSOCIATION COMMITMENT (With Florida Modifications) ISSUED BY OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Schedule B-I Issuing Office File Number: POTO V.MONROE COUNTY REQUIREMENTS All of the following Requirements must be met: 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums,fees,and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured,or both,must be properly authorized,executed, delivered, and recorded in the Public Records. A. Warranty Deed from Yovani Pinero and Dianik Martinez,joined by spouse, if married,or nonhomestead language,to the proposed purchaser(s). 5. An update of the title search must be completed just prior to the closing and the commitment must be endorsed to require clearance of,or take exception for, any additional title defects or adverse matters found. 6. The satisfaction of mortgage recorded in O.R.Book 3223,Pa eg 1056,Public Records of Monroe County,Florida,purporting to satisfy that certain mortgage recorded in O.R. Book 3076,Page 2472,Public Records of Monroe County,Florida,has no apparent source of funds.Proof of payment in full to be obtained from the lender. 7. The Property Appraiser reflects that the property is vacant/unimproved.Fund Member must independently verify that the person represented to be the seller is the true owner of the property to be insured. 8. Execution of closing affidavit by appropriate parties representing possession and no adverse matters,including actions taken by owner or others that would give rise to litigation or lien. 9. Closing funds must be disbursed by or at the direction of the Title Agent issuing this policy. 10. Affidavit from owner,or other person having actual knowledge,establishing that no person other than the owner is in possession. 11. A survey meeting the Company's requirements and an affidavit of the owner,or other person with actual knowledge, establishing that there are no unrecorded easements or claims of easements in existence,must be furnished.if the survey reveals any encroachments,encumbrances,violations,variations,or adverse circumstances,including but not limited to easements,they will appear as exceptions in the policy. 12. FOR INFORMATIONAL PURPOSES ONLY: 2022 taxes were paid under receipt number 1387789,on 3/01/2023, Parcel/Account ID#000-22-00031536 the gross amount being$692.74 This page is only a part of'a 2021 ALTA Commitment for Title Insurance issued by Old Republic National Title Insurance Company This Commitment is not valid without the Notice; the Commitment to Lssue Policy; the Commitment Conditions;Schedule A; Schedule B, Part 1—Requirements;and Schedule B, Part11—Exceptions;and a counter-signature fiv the Company or its issuing agent that may he in electronic forth. Form C21—B-I—ALTA Commitment for Title Insurance 2021 v. Page 2 of 6 Commitment Number: 01.00(with Florida Modifications) 1445355 07/01/2021 AMERICAN LAND TITLE ASSOCIATION COMMITMENT (With Florida Modifications) ISSUED BY OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Schedule B-I Issuing Office File Number: POTO V. MONROE COUNTY This page is only a part of'a 2021 ALTA Cornrnitrnent for Title Insurance issued by Old Repuhlic National Title Insurance Coinpatly This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions;Schedule A; Schedule B, Part I—Requirements;and Schedule B, Part II—Exceptions;and a counter-signature by the Cornpauzy or its issuing agent that may he in electronic fortn. Form C21—B-I—ALTA Commitment for Title Insurance 2021 v. Page 3 of 6 Commitment Number: 01.00(with Florida Modifications) 1445355 07/01/2021 AMERICAN LAND TITLE ASSOCIATION COMMITMENT (With Florida Modifications) ISSUED BY OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Schedule B-ll Issuing Office File Number: POTO V.MONROE COUNTY EXCEPTIONS FROM COVERAGE SOME HISTORICAL LAND RECORDS CONTAIN DISCRIMINATORY COVENANTS THAT ARE ILLEGAL AND UNENFORCEABLE BY LAW. THIS COMMITMENT AND THE POLICY TREAT ANY DISCRIMINATORY COVENANT IN A DOCUMENT REFERENCED IN SCHEDULE B AS IF EACH DISCRIMINATORY COVENANT IS REDACTED, REPUDIATED, REMOVED, AND NOT REPUBLISHED OR RECIRCULATED. ONLY THE REMAINING PROVISIONS OF THE DOCUMENT WILL BE EXCEPTED FROM COVERAGE. The Policy will not insure against loss or damage resulting from the terms and conditions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Any defect,lien, encumbrance, adverse claim,or other matter that appears for the first time in the Public Records or is created,attaches,or is disclosed between the Commitment Date and the date on which all of the Schedule B,Part I— Requirements are met. 2. a. General or special taxes and assessments required to be paid in the year 2023 and subsequent years. b.Rights or claims of parties in possession not recorded in the Public Records. c.Any encroachment, encumbrance,violation,variation,or adverse circumstance that would be disclosed by an inspection or an accurate and complete land survey of the Land and inspection of the Land. d.Easements or claims of easements not recorded in the Public Records. e.Any lien,or right to a lien,for services,labor or material furnished,imposed by law and not recorded in the Public Records. 3. Any Owner's Policy issued pursuant hereto will contain under Schedule B the following exception:Any adverse ownership claim by the State of Florida by right of'sovereignly to any portion of the Land insured hereunder, including submerged,filled and artificially exposed lands, and lands accreted to such lands. 4. Any lien provided by County Ordinance or by Chapter 159,F.S.,in favor of any city,town,village or port authority, for unpaid service charges for services by any water systems, sewer systems or gas systems serving the land described herein; and any lien for waste fees in favor of any county or municipality. 5. Restrictions,easements,covenants and all matters contained on the Plat of Tropical Bay Third Addition,as recorded in Plat Book 5,Page 81,Public Records of Monroe County,Florida. 6. Declaration of Restrictions recorded in O.R. Book 387,Page 716,amended in O.R. Book 1464,Pagel,Public Records of Monroe County,Florida. 7. Mineral Deed Assignment recorded in O.R.Book 1129,Pam,Public Records of Monroe County,Florida. This page is only a part of a 2021 ALTA Commitment,for Title Insurance issued by Old Republic National Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Lssue Policy;the Commitment Conditions;Schedule A;Schedule B,Part 11—Requirements;and Schedule B,Part II—Exceptions;and a counter-signature by the Company or its issuing agent that may he in eleetronie.fnrm. Form C21—B-11—ALTA Commitment for Title Insurance Page 4 of 6 Commitment Number: 2021 v.01.00(with Florida Modifications) 1445355 07/01/2021 AMERICAN LAND TITLE ASSOCIATION COMMITMENT (With Florida Modifications) ISSUED BY OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Schedule B-ll Issuing Office File Number: POTO V. MONROE COUNTY 8. Reservations in favor of the State of Florida,as set forth in the deed from the Trustees of the Internal Improvement Fund of the State of Florida recorded in O.R.Book 143,Page 188,Public Records of Monroe County,Florida; however,the right of entry and exploration associated with the oil and mineral reservation has been released pursuant to Sec.270.11,F.S. 9. Coverage is excepted as to riparian and littoral rights;the possible right of the public to use beach area and/or waterways;and any Land insured herein that was formerly or is currently submerged,including any filled lands, artificially exposed lands,and lands accreted to such lands, for the rights of the United States Government and the State of Florida.If the Navigational Servitude Endorsement is attached to this policy and made a part hereof,the coverage afforded thereby shall not extend to any portion of the Land subject to a claim of ownership by the State of Florida by right of sovereignty. This clause replaces Commitment exception#3 (the General Sovereignty Land exception). 10. State Law under Chapter 76-190 and Chapter 22F-8.02 of the Florida Administrative Code for Land Planning for the Florida Keys Area of Critical State Concern,recorded in O.R.Boole 668,Page 43,Public Records of Monroe County,Florida. 11. House Bill No. 634,Chapter 70-231, an act relating to the Bureau of Beaches, Shores and Coastal Construction, amending Chapter 161,Florida Statutes by adding Section 161.052;providing a setback line for coastal construction and excavation;providing for the granting of variance by the Department of Natural Resources,providing penalties, and providing an effective date. 12. Rights of the lessees under unrecorded leases. This page is only apart of'a 2021 ALTA Commitment for Title Insurance issued hY Old Repuhlic National Title Insurance Company. This Commitment is not valid without the Notice;the Commitment to Issue Policy; the Commitment Conditions;Schedule A;Schedule B,Part 11—Requirements;and Schedule B, Part II—Exceptions;and a counter-signature by the Company or its issuing agent that may he in electronie.fnrm. Form C21—B-11—ALTA Commitment for Title Page 5 of 6 Commitment Number: 1445355 Insurance 2021 v.01.00(with Florida Modifications) 07/01/2021 AMERICAN LAND TITLE ASSOCIATION COMMITMENT (With Florida Modifications) ISSUED BY OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Exhibit A Commitment Number: Issuing Office File Number: 1445355 POTO V. MONROE COUNTY Lot 2,Block 12, Tropical Bay Third Addition, according to the plat thereof as recorded in Plat Book 5 Page 81,Public Records of Monroe County,Florida. This page is only apart of a 2021 ALTA Commitment for Title Insurance issued by Old Republic National Title Insurance Company.This Commitment is not valid without the Notice;the Commitment to issue Policy;the Commitment Conditions;Schedule A;Schedule B,Part 1—Requirements;and Schedule B,Part]]—Exceptions;and a counter-signature by the Company or its issuing agent that may he in electronie.form. Form C21—Schedule A—ALTA Commitment for Title Page 6 of 6 Commitment Number: Insurance 2021 v.01.00(with Florida Modifications) 1445355 07/01/2021 EXIIIBIT 66 Settlement Agreement—Page 9 Prepared by and Return to: Carlos D. Lerman,Esquire LERMAN&WHITEBOOK,P.A. 2611 Hollywood Blvd. Hollywood,FL 33020 RELEASE OF PROPERTY FROM UNITY OF TITLE WHEREAS, MONROE COUNTY, FLORIDA a political subdivision of The State of Florida is the Grantee of that certain Covenant Of Unity of Title And Restriction on Future Development and/or Conveyances dated September 27, 2019 ("Unity of Title"), recorded on September 27, 2019,in Official Records Book 2986,Page 2217 of the Official Records of Monroe County, Florida; AND WHEREAS, MONROE COUNTY, has agreed to release the real property hereinafter described from the Unity of Title and operation thereof. NOW THEREFORE, in consideration of these premises and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Monroe County does hereby remise, release, quit-claim, exonerate and discharge from the operation of said Unity of Title, that certain real property, more particularly described as follows: Lots 1 and 2, Block 18, Cutthroat Harbor Estates, according to the plat thereof as recorded in Plat Book 4, Page 165, Public Records of Monroe County, Florida. Street Address of 22777 Jolly Roger Drive, Cudjoe Key, FL 33042 Which property is exonerated and discharged of and from the Unity of Title and every part thereof. IN WITNESS WHEREOF, EDGEFIELD HOLDINGS, LLC has hereunto set its hand and seal this day of , 2024. Signed sealed and delivered in MONROE COUNTY, FLORIDA the presence o£ BY: Printed Name: Title: Settlement Agreement—Page 10 EXHIBIT 66 D 99 Settlement Agreement—Page ll IN THE CIRCUIT COURT OF THE SIXTEENTH JUDICIAL CIRCUIT IN AND FOR MONROE COUNTY,FLORIDA CASE NO. CASE NO.2022-CA-709-K PETER HENRY POTO AND OLIVIA POTO, Plaintiffs, VS. MONROE COUNTY,FLORIDA,A POLITICAL SUBDIVISION, Defendant. JOINT STIPULATION FOR DISMISSAL WITH PREJUDICE Plaintiffs, PETER HENRY POTO AND OLIVIA POTO, and Defendant, MONROE COUNTY, having amicably resolved this matter,hereby stipulate to the dismissal with prejudice of all claims with prejudice,each party to bear their own fees and costs.The parties stipulate that Court shall retain jurisdiction of this case in order to enforce the terms of the Settlement Agreement. MONROE COUNTY ATTORNEY'S OFFICE LERMAN & WHITEBOOK,P.A. Counsel for Defendant Counsel for Plaintiff"s 1111 12'Street, Suite 408 2611 Hollywood Boulevard Key West,Florida 33040 Hollywood, Florida 33020 By:/s/Anielica Harden-Ivanoski By:/s/Mario M. Ruiz Anjelica Harden-Ivanoski, Esquire Carlos D. Lerman,Esquire Florida Bar No. Florida Bar No. 768448 Mario M. Ruiz,Esquire Florida Bar No. 894590 CERTIFICATE OF SERVICE 1 HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished by the Court's E- Portal Automatic E-Mail Service on this day of August 2024,to counsel of record. LERMAN&WHITEBOOK,P.A. 2611 Hollywood Boulevard Hollywood,Florida 33020 Telephone: (954)922-2811 Facsimile: (954)922-2841 By:/s/Mario M. Ruiz Carlos D. Lerman,Esquire Florida Bar No.768448 C arjos(j�lwlaMla.con Mario Ruiz,Esquire Florida Bar No. 0894590 u ac.(d)lwla,A,I a.coin. Settlement Agreement—Page 12