HomeMy WebLinkAboutPurchase and Sale Agreement 06/18/2025 GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: June 24, 2025
TO: Christine Hurley,
County Administrator
ATTN: Kevin Wilson,
Assistant County Administrator
FROM: Liz Yongue, Deputy Clerk
SUBJECT: June 18, 2025 BOCC Meeting
The following item has been executed and added to the record:
P3 Contract to purchase South Cliff Estates housing project with a sales price of
$7,310,875.00 plus reimbursements for closing costs totaling $210,773.08 for a total purchase
price of$7,521,649.08 [$6,867,100 of TDC Surplus for 11 units of employees of private sector
tourism-related businesses and $654,549.08 of Infrastructure Sales Surtax (Fund 304) to
purchase 1 unit] subject to County Attorney approval of the final agreement.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
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PURCHASE AND SALLE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of the 18th
day of June , 2025, by and between SOUTH CLIFF HOLDINGS LLC, a Florida limited liability
company ("Seller"), and MONROE COUNTY, Florida, a political subdivision of the state of Florida
("Purchaser").
In consideration of the mutual covenants and promises set forth in this Agreement and other good and
valuable consideration,the receipt and sufficiency of whi h are acknowledged by the parties to this Agreement,the
parties agree to the following terms and conditions.
1. PURCHASE AND SALE. Subje t to the terms of this Agreement, Seller agrees to sell to
Purchaser and Purchaser agrees to purchase from Sell r the following property(collectively,the"Property"):
LI That certain real property located at 95295 Overseas Highway, Key Largo, Florida and
shown and legally described as attached hereto and male a part hereof as Exhibit A, identified by the Monroe
County Property Appraiser as Parcel ID No. 00484390-000000 and more particularly described in Exhibit A (the
"Realty");All, development entitlements, including but not limited all deposits, licenses, permits, plans and
specifications,renderings,ROGO allocations, development approvals,buildings, structures and other improvements
situated on the Realty together with those certain improvements to be constructed on the Property as set forth more
particularly herein(the"Improvements");
1.2 All strips, gores, easements, privileges, rights-of-way, riparian and other water rights,
rights to lands underlying any adjacent streets or roads, �d other tenements, hereditaments and appurtenances, if
any,pertaining to or accruing to the benefit of the Realty or Improvements or other property described above.
2. EFFECTIVE DATE. The date of,this Agreement,for purposes of performance, shall be the
date when the last one of Seller or Purchaser has sign�d this Agreement, as stated on the signature page (the
"Effective Date").
3. CLOSING. Subject to other provisions of this Agreement for extension, closing on the
transaction described in this Agreement (the "Closing") shall be June 30, 2025 (the "Closing Date") or an earlier
date agreed to by the parties. The Closing may take place through a so-called "Mail-Away" closing, it being
understood that neither Seller nor Purchaser nor their respective counsel need be physically present at Closing so
long as all documents that are required to be delivered at Closing are fully executed, delivered in escrow to the
Escrow Agent, Oropeza, Stones & Cardenas, PLLC, and available on the date of the Closing, and an authorized
signatory of the affected party is available either in person!or by telephone and e-mail at Closing.
4. DEPOSIT.
4.1 The Parties have intentionally omitted a deposit from this Agreement and acknowledge
sufficient and good consideration for entry into this Agree e lent.
5. PURCHASE PRICE. The total ipurchase price (the "Purchase Price") to be paid by
Purchaser to Seller it closing for the Property is SEVEN MILLION THREE HUNDRED TEN THOUSAND
EIGIIT IIUNDRED SEVENTY-FIVE AND 00/100 DOLLARS ($7,310,875.00)
6. APPROPRIATION CONTINGENCY. The Purchaser shall not be in default of this
Agreement in the event that Purchaser is not appropriated the funding necessary to make the Purchase Price to
the Seller. In the event that the Purchaser does not eceive appropriation of the finds necessary to satisfy the
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Purchase Price then Purchaser shall be entitled to tern inate this Contract and shall be relieved of all obligations
herein.
7. TITLE EVIDENCE_ Purchaser shall order an ALTA owner's marketability title insurance
commitment(the "Commitment"),for the benefit of urchaser,with fee owners title policy premium to be paid
by the Purchaser, issued by a nationally recognized title company (the "Title Company"). The Commitment
shall show Seller to be vested with good and marketable le and insurable fee simple title to the Realty,insurable in
an amount equal to the allocated Purchase Price, at standard rates, free and clear of all liens, encumbrances,
leases,tenancies, covenants, conditions, restrictions, rights-of-way, easements and other matters affecting title,
including but not limited to open or unclosed permits and notices of code violations, except the following (the
"Permitted Exceptions"):
T 1 Ad valorem real estate taxes fo 2025 and subsequent years,
7.2 All applicable zoning ordinanc s and regulations;
7.3 Matters to which Purchaser shall not have timely objected.
7A Liens or claims for impact fees due Florida Keys Aqueduct Authority and the Key Largo
Waste Treatment District arising out of or related to the Pr�perty or the Development of the Property.
Purchaser shall also order a municipal lien search satisfa Tory to Title Company(the "Lien Search")reflecting any
governmental liens, utility payments due, open or unclosed permits, code violations, and similar matters; any items
reflected in the Lien Search shall be deemed "Title Defects", defined below. Purchaser shall be responsible for
payment of the Lien Search.
8. SURVEY. Purchaser may order atil Purchaser's expense, a survey certified to Purchaser and
Title Company (the "Survey"). If the Survey shall reflect any encroachments, overlaps, unrecorded easements
or similar rights in third parties, or any other adverse matters not specifically provided for in this Agreement,
other than the Recorded Restrictions,then the same shall be deemed Title Defects.
9. TITLE DEFECTS.
9.1 Purchaser shall have until the end of the 511 day of the Investigation Period to examine the
Commitment (which shall include the Recorded Restrictions), the Lien Search and the Survey. If Purchaser finds
title to be defective, Purchaser shall, no later than the end of such Investigation Period, notify Seller in writing
specifying the title defect(s) ("Title Defect(s)"). If Purchaser fails to give Seller written notice of any title defects
before the expiration of the Investigation Period, the defects (if any) shown in the Commitment, Lien Search or
Survey to which objection has not been given shall be deemed to be waived as title objections to closing this
transaction.
9.2 If Purchaser has given Seller timely written notice of Title Defect(s) and the Title
Defect(s) render the title other than as represented or required in this Agreement, Seller shall use commercially
reasonable efforts to cause such defects to be cured by the!Closing Date.
9.3 The Commitment, Lien Search and Survey may be updated prior to Closing and, as
updated, shall confirm no change in the status of title in!Seller and no new exceptions to title. In the event such
update shall reflect the existence of Title Defect created by any party other than Purchaser,then such matter shall be
deemed a Title Defect to which the Purchaser may object end the provisions of this Section 9 shall apply.
9.4 If Seller does not eliminate the Title Defects as of the Closing Date, or if any new "Title
Defects" are created by any party other than Purchaser aifer the effective date of the Commitment, the Lien Search
or the Survey, respectively, through the Closing Date, which Seller does not eliminate as of the Closing Date,
Purchaser shall have the option to:
2
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9.4.1 i Close and accept the title"as is",without reduction in
the Purchase Price and without claim against Seller for such Title Defects(except for any lien
that can be removed by the paymeuit of money or bonding,for which credit shall be given to
Purchaser at the Closing); in such bent the Closing shall take place ten(10)days after notice
of such election,or on the Closing ate,whichever is later;or
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4 49 ,;,,,,,,,,,,,,,,_.,Cancel this Agreement, in which event both parties
shall be released from all ;furthet� obligations under this Agreement, except for matters
specified,or which by their nature t e intended,to survive the termination of this Agreement.
10. LEASES RECORDED RESTRI °TIONS AND SERVICE CONTRACTS.
10.1 Seller represents and warrants d'o Purchaser that there are no leases or tenancies, or other
occupancies,whether written or oral,affecting all or any portion of the Property.
10.2 Seller represents and warrants�to Purchaser that there are no service contracts affecting
the Property.other than Karnes Alarm monitoring.-.
11. INVESTIGATION PERIOD. I
11.1 Within three (3) days following the Effective Date, Seller shall deliver to Purchaser the
copies of reports or studies, if any, in possession of the feller which concern any environmental conditions on the
property or which address the suitability of the Realty Jfor development. During the Investigation Period, and
thereafter until Closing or this Agreement is terminated, Purchaser shall have the right to conduct, at Purchaser's
expense, whatever reasonable non-invasive investigation analyses and studies of the Property that Purchaser may
deem appropriate to satisfy Purchaser with regard to the purchase of the Property.
11.2 Purchaser understands and ag,Tees that any onsite inspections of the Property shall be
conducted upon at least twenty-four (24) hours' prior notice to Seller. Such physical inspection shall not
unreasonably interfere with the use of the Property by Seller or its tenants nor shall Purchaser's inspection damage
the Property in any respect, ordinary wear and tear excepted. Seller shall cooperate with Purchaser in its due
diligence but shall not be obligated to incur any liability or, expense in connection therewith.
11.3 Purchaser and its agents or representatives who enter upon the Property for inspection
shall be adequately covered by policies of insurance insuring Purchaser and Seller against any and all liability
arising out of Purchaser's or its agents'or representatives' ntry.
11.4 If Purchaser is dissatisfied, fa` any reason and in Purchaser's exclusive judgment, with
�nialthe y - g y notifying
� Seller sof such cancellation oninvestigations,before 5 00 p.m. eastt�' then
htime onhorebefore-the ft eentA Agreement ' r
lu ne 17, 20',?5 day (assuming it is a business day, otherwise on the next ensuing business day) following the
Effective Date (the"Investigation Period"), both parties shall be released from all further obligations under this
A e ment, exce t t ose which are s e i� d, o which b their nature are ' td d, to surviv the ination o f
th e �greement. pIf urchaser nottft�s el�er t eat rt wines to terminate this Agreement, then Purchaser shall
be deemed to have terminated this Agreement. If Purchaser fails to notii f, Seller in a timely manner that it
has terminated this
Agreement,Purchaser shall be deemed to have elected toccept the Property in "as is"condition as of the last date
of the Investigation Period, subject to the conditions prece ent described in Section 13.
11.5 The provisions of this section shall survive the Closing or earlier termination of this
Agreement.
3
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I L6 Purchaser shall have the right to do a pre-closing walk through within forty-eight (48)
hours from the Closing Date. Purchaser shall be entitled to walk-through each unit and confirm the Property and
improvements along with all appliances and systems 4not aesthet csLare functioning in the same manner as dupkvg
a_at'the Effective Date,
12. SELLER'S REPRESENTATIONS WARRANTIES AND COVENANTS.
12.1 Seller represents and warrants to Purchaser and covenants and agrees with Purchaser as
follows:
12.1.1 Seller is not a foreign person within the meaning of
Section 1445(f) of the Internal Revenue Code, and Seller agrees to execute any and all
documents necessary or required by the Internal Revenue Service or Purchaser in connection
with such declaration(s);
12.1.2 Seller has received no written notification of
(i)existing or pending improvemc nt liens affecting the Property; (ii)violations of codes
and/or zoning ordinances or other governmental or regulatory laws, ordinances, regulations,
orders or requirements affecting the Property; (iii)existing,pending or threatened lawsuits or
appeals of prior lawsuits affecting the Property; (iv)existing, pending or threatened
condemnation proceedings affecting the Property or Seller; and (v)existing, pending or
threatened zoning,building or othe moratoria, downzoning petitions,proceedings,restrictive
allocations or similar matters that could affect Purchaser's use of the Property;
12.2 Seller covenants and agrees that during the period between the date this Agreement is
executed and the Closing Date, Seller shall perform and observe the following covenants and obligations:
i
12.2.1 Seller agrees to continue to operate, manage and
maintain the Property through the Closing Date in the ordinary course of Seller's business
including making all repairs and replacements needed.
12.2.2 i Seller shall comply with all laws, rules, regulations
and ordinances of all governmental authorities having jurisdiction over the Property.
12.2.3 j All invoices for construction services,including labor
and materials, shall be paid in full)at or prior to Closing, and there shall be no asserted or
recorded mechanics' or materialmelp's liens on or affecting Seller's interest in the Property
on the Closing Date. �
12.2.4 Seller shall maintain insurance in the current amounts
through the date of the consummation of the Closing.
12.3 The provisions of this section and all other representations, warranties and covenants of
Seller shall survive fo_rrue iod of[Nve ke i'1: . a �c 1p Vow afterthe Closing Date.
i
12.4 EXCEPT AS EXPRESSLY ' ET FORTH IN THIS AGREEMENT OR IN THE
CLOSING DOCUMENTS,IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS
NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR
CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY. PURCHASER
ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO
PURCHASER AND PURCHASER SHALL ACCEPT!THE PROPERTY "AS IS, WHERE IS, WITH ALL
FAULTS".EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN
ANY CLOSING DOCUMENTS. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS
CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY,
INCLUDING BUT NOT LIMITED TO, THE PHYSICA AND ENVIRONMENTAL CONDITIONS THEREOF,
4
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AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY
AND THE EXISTENCE OR NONEXISTENCE OR CU .ATIVE ACTION TO BE TAKEN WITH RESPECT TO
ANY HAZARDOUS OR TOXIC SUBSTANCES ON Ok DISCHARGED FROM THE PROPERTY, AND WILL
RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF
SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH
IN THIS AGREEMENT OR IN ANY CLOSING DOCU ENTS.
12.5 The provisions of this section shall survive the Closing.
13. CONDITIONS PRECEDENT.
13.1 An express condition precedent to Purchaser's obligations to close this transaction is the
truth and correctness in all material respects of all of Seller's representations and warranties and the fulfillment of all
of Seller's covenants in all material respects.
13.2 The following items are additional conditions precedent to Purchaser's obligation to close
this transaction:
13.2.1 The fulfillment of all of Seller's covenants (in all
material respects)as of Closing, including delivery of the documents to be executed by Seller
at Closing.
i
13.2.2 Purchaser shall receive marketable title subject only
to Permitted Exceptions;and
13.2.3 Issuance of a temporary certificate of occupancy
(TCO) for the three buildings currently under construction which comprise of twelve (12)
residential units(the"Initial Buildings").
13.2.4 i Confirmation from the Florida Keys Aqueduct
Authority(FKAA)and Key Largo Wastewater Treatment District(KLWTD)that all required
M -�_ for the Property and
that the Propertyis connectedp paid aid in full
m development
sewer and water, Nct�raat9��w�����hsu�,�&iue�ol���,otnR� �,1
to central tral sew � s�sc1..
impact connection an system o ment fees have be
a nti�rmyflon i orn KL ,hall nLt
ibe n
to his is to a �t��u cl�v� h���a�g t c)n the 1�r,�a1�1��y..
the�,�,���@�nyr���t,i��� h�',. L _ _..,_ �.. i . l _ _ .., _.s.
c e��pl�� l� _���uln ro0P I;r�l e���d�:l�du�a➢units.
i
13.3 In the event any of the foregoing conditions precedent are not fulfilled as of closing (or
earlier date if specified otherwise), then Purchaser shall!have the option of either: (i) waiving the condition and
closing "as is", without reduction in the Purchase Price or claim against Seller therefor, or (ii) canceling this
Agreement by written notice to Seller given by Closing,inl which event both parties shall be released from all further
obligations under this Agreement,except those obligation which expressly survive termination
14. DEFAULT BY SELLER.
14.1 If Seller's representations and warranties are not true and correct in all material respects
when made and as of Closing, or conditions precedent are not met as of Closing(or earlier specified date, if any), or
Seller fails to perform any of the terms and conditions iof this Agreement or is otherwise in default under this
Agreement or refuses to close hereunder and Purchaser is T"eady,willing and able to close,and such breach or default
is not cured within five (5) days after written notice from. Purchaser to Seller, then Purchaser, at Purchaser's sole
option,may elect to:
1.4i.1.1 Waive the default or failure and close "as is" with
equitable reduction in the Purchase Price;or
5
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14.1.2 Cancel this Agreement by written notice to Seller
given on or before seven(7)days a`er the Closing Date;or
14.1.3 Seek specific performance of Seller's obligation to
execute the documents required to convey the Property to Purchaser and to duly close under
this Agreement.
14.2 The provisions of this section hall survive the Closing Tate,
15. DEFAULT BY PURCHASER. In the event of the failure or refusal of Purchaser to close
this transaction, without fault on Seller's part and without failure of title or any conditions precedent to
Purchaser's obligations under this Agreement, Sell r shall have the right to seek specific performance of
Purchaser's obligations and duty to close under this greement.
16. PRORATIONS. Real estate and personal property taxes, insurance, cost and revenues and
all other proratable items shall be prorated as of the Closing Date. In the event the taxes for the year of Closing
are unknown, the tax proration will be based upon Aich taxes for the prior year and such taxes for the year of
Closing shall not be reprorated or adjusted when th&tax bill for the year of Closing is received and the actual
amount of taxes is known.
1
17. IMPROVEMENT LIENS. Certified, confirmed or ratified liens for governmental
improvements or special assessments as of the Closing Date, if any, shall be paid in full by Seller-c
r-,� u i,1Wii,,e
1 --the ' asei;, Pared-1)ending liens for governmental improvements or special assessments as of the
Closing Date shall be assumed by Purchaser, provided that where the improvement has been substantially
completed as of the Closing Date, such pending lien shall be considered certified. Liens or special assessments
which are being paid over periods of time but whic� may be paid at once shall be considered certified and a
Title Defect, in their entirety, and shall be paid by S ller and removed from title. The provisions of this section
shall survive the Closing.
18. CLOSING COSTS. At the Closi ijg, Purchaser shall pay (i)title insurance search fee costs
and premium for the owner's title policy for Purchaser, (ii) the costs of the Survey, (iii) reimbursement to
Seller in the amount of Thirty Nine Thousand Six Hundred Fourteen and 58/100 Dollars ($39,614.58) for
system development fees paid to the Key Largo Wastewater Treatment District. Additional) the Purchaser
0) engineering g hange ~to h�. . .. � (ij}Fifty-Three Thousand Two Hundred and 00/100 Dollars
($53,200.00) for engineering change
d�� {r
u.� � order fees incu ed by Seller and (v) One Hundred Seventeen Thousand
Nine Hundred Fifty-Nine and 501100 Dollars ($117,959.50) for system development fees paid to the Florida
Keys Aqueduct Authority. Seller shall pay for items or matters related to clearing any title defects or
marketability of title related matters. Each party sha)l bear the recording costs of any instruments received by
that parry, except that Seller shall pay the documentary stamps due on the deed of conveyance, the recording
costs on documents necessary to clear title and the!cost to record the deed. Each party shall pay its own
attorneys' fees and cost. Any other closing costs shajll be allocated in accordance with the custom in Monroe
County,Florida.The provisions of this section shall survive the Closing.
19. CLOSING DOCUMENTS.
19_.1._-___„Seller shall convey tine to the Property by good and sufficient Warranty Deed
subject only to the Permitted Exceptions ( ich, if Purchaser requests, shall not be specifically
enumerated); the deed shall specify that none of the Permitted Exceptions are reimposed by the deed.
+n �k Seller shall also deliver to Escrow Agent at the Closing
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
1.1ib.1. Consent resolution to sell.
19.1,4 Dill of Sale,
19.1,5_..... .---Assi; rz u er�t of i ti:"� uiti_:6Jmj� t�t1- iprovals,.
., �_.__
19 1.6_._......_ Notices of termination to terminate all notices_o,f
ggra iencement..get_forth_,ryr[ Schedule R1 of the title commitment attached hereto and
tncorl, o auto d herein as Exhibit B.
49 I4,19 f,7 Such other a�utcmna.,i[ts
r r gjjirejn rats-o Sc ho.iuule I'll art„the title commitment attach(,d bus u-eto.and tt Diu d herein
as Exhibit E.
19.2 Purchaser shall execute the closing statement and shall deliver the Purchase
Price by wire transfer to the Escrow Agent by :00 pm eastern time on the Closing Date, and Seller and
Purchaser shall each execute such other documents as are reasonably necessary to consummate this
transaction.
20. BROKER. The parties each repreE ent and warrant to the other that neither has dealt with any
real estate broker, salesman or finder involved in connection with this transaction. If a claim for brokerage or
similar fees in connection with this transaction is mac e by any broker,salesman or finder claiming to have dealt
through or on behalf of one of the parties to this Agreement, then that party shall indemnify, defend and hold
the other parry under this Agreement harmless from all liabilities, damages, claims, costs, fees and expenses
whatsoever (including reasonable attorneys' fees and court costs, including those for appellate matters) with
respect to said claim for brokerage. The provisions o this Section shall survive the Closing.
21. ASSIGNABILITY. Purchaser shall be entitled to assign Purchaser's rights and obligations
under this Agreement to an entity controlled by or under common control with Purchaser, but such assignment
shall not release Purchaser of any of its obligations he reunder.
22. NOTICES. Any notices required or permitted to be given under this Agreement shall be in
writing and delivered by hand, electronic mail or delivered by a nationally recognized overnight delivery
service, and addressed as described below or such other address as a parry may designate from time to time in
accordance with this Section 22.All notices shall be deemed effective: (a) on the date of delivery of delivered
personally, (b) on the date sent by electronic mail if sent during normal business hours on a business day, and
otherwise on the next business day, provided that in the case of electronic mail, each notice or other
communication shall be confnmed within one business day by dispatch of a copy of such.notice pursuant to one
of the other methods described herein or(c) if dispatched via nationally recognized overnight delivery service,
on the later of(i)the first business day following the(ate of dispatch or(ii)the date of delivery by such service.
Notice to Purchaser: County Administrator
Monroe County, Florida
1100 Simonton StIreet
Key West,Florida 33040
Wilson-kevin@mi nroecounty-fl.gov
With a copy to: County Attorney
Monroe County ttorney's Office
l 111 121h Street, Suite 408
Key West,Florida 33040
Shillinger-bob@monroecounty-fl.gov
And
7
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Gregory S. Orope a,Esq
Oropeza, Stones& Cardenas,PLLC
221 Simonton Street
Key West,Florida33040
Greg@oropezastcnescardenas.com
Notice to Seller: South Cliff Roldi gs LLC,a Florida limited liability company
Francisco J.Pla,Authorized Member
1527 Shaw Drive
Key Largo,FL 33037
Frank 122162@y oo.com
With a copy to:
Notice to Escrow Agent: Gregory S. Orope.a,Esq
Oropeza, Stones&Cardenas,PLLC
221 Simonton Street
Key West,Florida 33040
Greg@oropezastenescardenas.com
23. RISK OF LOSS.
23.1 Upon receipt of an offer or any notice or communications from any governmental or
quasi-governmental body seeking to take under its po er of eminent domain all or any portion of the subject
property, Seller shall promptly notify Purchaser of the receipt of same and shall send such communication,or a copy
of it,to Purchaser. Upon receipt of such notice, PurchaseT shall have the right to rescind this Agreement by delivery
of written notice to Seller within thirty (30) days of Purchaser's receipt of the communication from Seller. In the
event Purchaser elects to rescind,then both parties shall be relieved of all further obligations under this Agreement.
In the event Purchaser elects not to rescind, then Purchaser shall be entitled to all condemnation awards and
settlements. Seller and Purchaser agree to cooperate with each other to obtain the highest and best price for the
condemned property.
23.2 In the event that the Property is damaged or destroyed by fire or other casualty prior to
Closing, Seller shall use commercially reasonable efforts io repair and restore the Property to the same condition as
before the fire or casualty,and the Closing shall be deferred for up to 120 days to permit such repair and restoration.
If Seller is unable to repair and restore within such 120-day period, then either Seller or Purchaser shall have the
option of canceling this Agreement, and both parties shall be released from all further obligations under this
Agreement except for those obligations which expressly survive such termination. If neither party elects to
terminate as aforesaid, then the parties shall proceed to Closing, in which case Purchaser shall be entitled to all.
insurance proceeds and Purchaser shall receive a credit at Closing in the amount of any applicable insurance
deductible.
24. RADON GAS NOTICE. Pursuant to Florida Statutes Section 404.056(6), Seller hereby
makes, and Purchaser hereby acknowledges,the follo'ing notification:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings ings in Florida. Additional information
regarding radon and radon testing may be obtained from your county health unit.
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
25. MISCELLANEOUS.
25.1 This Agreement has been nee tiated and executed in Florida; it shall be construed and
governed in accordance with the laws of the State of Flori la,without application of conflicts of laws principles.
25.2 In the event any term or provision of this Agreement is determined by appropriate
judicial authority to be illegal or otherwise invalid, sucl provision shall be given its nearest legal meaning or be
construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in
full force and effect.
25.3 If on the Closing Date insuran e underwriting is suspended, and such suspension applies
to any insurance that Purchaser is acquiring in regard to tie Property Purchaser may postpone closing up to five (5)
days after the insurance suspension is lifted.
25.4 In the event of any litigation etween the parties under this Agreement, the prevailing
parry shall be entitled to reasonable attorneys' fees. Whe ever provision is made in this Agreement for "attorneys'
fees," such term shall be deemed to include accountants' and attorneys' (including paralegals' and similar persons')
fees and costs, whether or not litigation is commenced, including those for appellate, bankruptcy, probate,
arbitration,mediation and collections proceedings.
Witli.i��lli�k��l��
J-5-625.5 Whenever used in this Agreement, the singular shall include the plural, the plural shall
include the singular,any gender shall include every other ind all genders,and captions and paragraph headings shall
be disregarded.
1
2-5 7-25.6 The captions in this Agreement are for the convenience of reference only and shall not be
deemed to alter any provision of this Agreement.
i
25-.425.7Any reference in this Agreement to time periods less than six (6) days shall, in the
computation thereof, exclude Saturdays, Sundays, andl legal holidays; any time period provided for in this
Agreement which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. EST time of the next
full business day.
25.8This Agreement constitutes the entire agreement between the parties and may not be
changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of
such change would be sought. This Agreement may be executed in counterparts, which when taken together shall
constitute an entire agreement.
Time shall be of the essence under this Agreement.
2�-..-I-125.1O All references in this Agreement to exhibits, schedules, paragraphs,
subparagraphs and sections refer to the respective subdivisions of this Agreement, unless the reference expressly
identifies another document.
2-5 -225.11 All of the terms of this Agreement, including but not limited to the
representations,warranties and covenants of Seller, shall be binding upon and shall inure to the benefit of the parties
to this Agreement and their respective successors and assigns.
1
2-55-1 -25.12 Typewritten or handwritten provisions which are inserted in or attached to this
Agreement as addenda or riders shall control all printed dr pretyped provisions of this Agreement with which they
may be in conflict.
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
26. WAIVER OF JURY TRIAL. Seller and Purchaser mutually agree that they waive all
rights to a trial by jury in the event of any dispute or ourt action arising from,growing out of,or related to,this
Agreement. The parties acknowledge that this waivc r is a significant consideration to Purchaser to enter into
this Agreement.
27. COOPERATION. The.-Pa t1a c�a]_.c e to t"ea sonably t'o a;a',B°atte with each offi B_ to effecwate
the closing of the contemplated transactien. :s�
ex)s,.
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au:kiu to-rctc bl „uu ciC .#aac6l-u+cct aiisr.lca. 4lu w to��r a a t-ci : tar t ,a wta.an l taw i...:{y tG a a... ;aaw ca n al. Ewd_any
1'41r hale °� TManaai � l a'w':
which ��roh-a41-he ��u�Q�a=k
as be---fwv'21sp,a y 443Ib
lu��ucbt lta�a`a iac ��c---Pear-co�u�a1 ....��atib 1���xaal -�ti4�as-ire-�w�;� ,�.-- lla�-q�a•4a�i� a.�r. erl'_tnr�a l��TM��lo��—:� --��i��a�i9- w��u=�-;��-��a�
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<ic f laui� i i=a-lam^�I p u ara antic@ o--tGz r n gat;ae�1 i;iai) " b�#" a-rya tl�aru tl �t ae-�� s,ata� tl wW clrc I-;- e�)f
l�. 1 as $r-tl a , aul:.ti a u. as apeaca�r-ct. 11 as lallr t �a.,a a u.ro-al ll apa -at- u-Rotic-e-*s to its potential
cca�'�i`icla,uttia - tc �-r-!tau;3tv��4��-a�i-itt�-�da��,-l�a:�aaae. -� o�-�ti�ic,v�t� ➢ lu�tl=a�r�t�a�t-i�rra=�,sltli��u�mt-uu�;lu,��'oi�ni����U�,��ic-�a-��-lrac#�.
��wai=rli�-6� a�a�i-➢��llkll� - :a�a�lu�l�,:o:atu�-N--la�� t�-4 �u-�a�p....Pa 41a���wi .�w^��-iag-�w�-att�ra-< artl��xr-d,� ���9-rl4as t���c��-(i���lca4.lic�a�.4.�.uu.
+ante a=tt�a:n�Aa��ic«���aa�r-l_� abirtaiJ...��:.xit�.a.l...c:at otd� r,m��a�u�At,..._A�llt-t�i-t�ictn-inl<-ln-ic�rtr�mtta�., s�-s���pl-r-tru�a��m-tlt��-l��aai�A��r�� c�i=ttt
a ��au�ttwostw�.l�trut'q� l�tawit la��t�t��-f�ltaaV-C�t�aR�l t➢to-t.amp-idalu� I�,�ql-i-�ir�ttn�;r�t�lt�a�a�lt�l��-�rtltc�t_ltatu6y�..tta.a��atiicivas�u.4�-ttsitu.
aG w"°11HuQ-bk$rl"PoYI4rv" ed aat6t.w;...;VG& ."^$are4r-e1krv::�-'" 11-�BW�bPi$;V'tl"+d�@-'£:-nd*mE,-�C.hr 4u...ra.:b-k4"��-dBa-R:ibk. h11. 4.'wdl=d-4"+AL'br'.`lai—w.P"i Gs:.vb.Q^bb:4a4„�esti1.� tlBNnt4# Y,.l.a� .e''k...by-this
t��aau �aau�t-oa~..�wnuf-t-lm�>,...i�=t�w�=- a-a,"ttn-�M���usat-+:ri�lu�-a-u4#��� pu.�ur~t .i� L `lt�➢k*�i - .�-�.�t= '��t al�r't�'�-r: nt�t; ut--&�t�la-�=�w c:,aV�
n
� � � ed-tat't azr ie ttiM l tat all t l ied�-�e g,util to �w�& ,.ct�
�,n SELLER:
SOUTH CLIFF HOLDINGS LLC,a Florida limited liability company
By: -,...
Name:Francisco J.Pla
Title: Authorized l Iember
Dated:
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
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STATE OF FLOA�IDA
COUNTY OF ►V i 0 tac,
The foregoing instrument was acknowledged before me, by means of[ hysical presence, or [ ] online notarization,
this !r— day of u-!d e , 2025, by Francisco J. Pla
as Authorized Member of Stith Cliff Holdings LLC, a Fl rida limited liability company who? ersonaliy kno n to me
or has produced as identific 'on.
[Notary Seal]
Signature of Notary Public
EM]
H ANN BENNETT �blic-State of Florida ssion HH 135754 ��Expires Jul 31, 4 Printed N e of Notary
National Notary Assn, !
My Commission Expires: / /A�a
SOUTH CLIFF H DINGS LLC,a Florida limited liability company) 1*
By:
Name: chard C.Fpehl
Title:Authorized 1Vlember
'j
STATE OF FLORIDA j
COUNTY OF NUUG
The fore omg instrume was acknowledged before me, kby means of[ ysical presence, or [] online notarization,
this day of 202�, by Richard C. Riehl as Authorized Member of South Cliff
Holdings LLC, a Florida limited liability company who is ona ly kn n to me or has produced
as identification.
[Notary Seal]
Signature of Notary Public
< Y aye, RUTH ANN BENNETT yJ
Notary Public-State of Florida
=c` Commission t HH 135754
My Comm.Expires Jul 31,2025 rintedNameOfNOtary
Bonded through National Notary Assn. My Commission Expires:
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Docusign Envelope ID:4524F866-BD6.7-4DCC-AE20-DE633984BFA3
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PURCHASER:
• FLORIDA, political
• . lsubdivision
. bdivi •
.MONROECOUNTY, ORIDA, a po Mica: su. sion� of the:.state of
.
Florida
M, i ,• ,_ . 1 a g
ilk', . , . ,
By: ig.
James ; i oll;Mayor
•
Dated: June 18,, 2025
APPROVED AS T(10 LEGAL SUFFICIENCY:
7Jeni MacLauglilin Assistant Co my Attorney
it '<;ry '`..,......r Y k'''\ !
L�t!�Y.f4' If lei�;Pi.-{
�� eal6= .
�_,,t ,,,"t ,. tte: ty:YKeib Madok Clerk
t bt`,,N, ,,,,iFkr , t�. :m `.a._. 1
,7,f,.-,_.V,A4,'i..
Ic
ri„
A. -
'Q, ���P S:-xl' s, MMary�+'f�,3-",r
� 4,.,7 4��r•:�w=, Y litip\s 1�:lei`•. Y
k,^1,A,h,�,„r,� i-,:::._��.���� Deputy Clerk
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
I
EXHIBIT A: Legal Description
Loy 1 and_._2.._C loc:,: I ._RC~rVI;SED._PI-ALt�._OF SU_T°lR.l�S i"i°INT,,..accorcti tc�_thrw ��C',��C��i�c�l,..4x �w,co do€d_s6:r._I?l
c olt,>_dau,C a^ t 1_.of the Public, Records of Monroe C OUnt: ,_Florida,
AND
The...l tit tll v sty '...7 fB feet of he_Coldcaw_i,n °_eel of land A_u"•ort�on of Tract 6 .ace I din;_to the Plat of
Soalthcfiff Estates on Key 1._axr2 r_�lrud recorded..in Nat Boo 2, 1'�ua�e �C5:,_of the.PUbllc.Records of Monroe try_ayuurpa
Florida, moae y c twc,.euCart_dyr cia scribgd,as follows From a_d_R.Y . at tine intersection.of the_Southea to ly j"Int- f way.
irr�e._cmt_ Late_ crurr �lcr 5 c�n�.,the.%�s?;eod l abrrt�ciaut��L:�.Line between_.,daouthcliff Estates and.,i� 1 t'➢�,om ^�dauu_.�"floprr�st,Y...�`_u
show.ta o N.al_recorded irl_f'lac E�arcul!u r.x.1."aq< 67ofthe P u_fic Records of Monroe...t.Count l..dcx,rul_;u_run duo uthe, astel�.dy:
on_ sand I-a ,^g d Lin a4u;tan e of 66 feet to th SOLltn enSterGy__,trwxdpt_cr;f_~d�ra.ay Hne of._ td, State llte�w �C ,._thence
ur1---..skerly 4tlorlti; �anuy.d..-I I Iitc,a 1--'A.._?yo.... cr,t_y w Curer,, a distance 4� f6.ti`;t Prr ttrc Point Be in ir�„?"._c of' the
129cg_1 C7 L611aalt<r described thence continue So uffiwesteH oil_latst_d se_uuba al_a c�nrQ _a�,_di4tKrnce_cuff _100 feet to the
114ortheasterly side Of tiro_SUbdivision of S.uunri q F'duutn6 oirduuug.t the.;�c visa d flat ua cdrudeci_in C C ut_Braok 3,._t'a?r'
1_l..ttf_the_Public,Records_ cri_Monroe Co _tt{rdrr�e_aflogg,said Teo t east uiy._ride_of; Sunrise Point ir7...a
�rwu_tllcc a ty a V';t ufuu a a_o:➢runt', a dist:anc,e of 1065_feet„more or_l less to the shore.ot the Atlantic Ocean- dlence Northeasterly
raa,nruuud uin said shore to a.l ohlt of nnl rse_a=Euon with a_line�whiclu...is 100 feet Y`o td_ueastert ficauts auud lttyu rClrl_to the
said Northearr ulw_.s de q unrise .ktthence Ncegthweserly <tltflug-aid line to the Point ofBeohiniuNt',,
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Docusign Envelope ID:4524F866-BD67-4DCC-AE20-DE633984BFA3
EXH 1131T B
TTTLE CONIA/lITMENT
Chicago Title Insurance Company
Transaction Identification Data, for which the Company assumes no liability as set forth in Commitment
Condition 5.e.:
Issuing Agent: Oropeza, Stones & Cardenas, PLLC
Issuing Office: 221 Simonton St.,
Key West, FL 33040
Issuing Office's ALTA° Registry ID:
Loan ID Number:
Commitment Number: 11636676
Issuing Office File Number: TSR-24.5
Property Address: 95295 Overseas Hwy
Key Largo, FL 33037 FL
Revision Number: C -05/19/2024
SCHEDULE A
1. Commitment Date: 03/31/2025 at: 8:00 AM
2. Policy to be issued:
A. 2021 ALTA Owner's Policy with Florida Modifications
Proposed Insured: Monroe County, Florida
Proposed Amount of Insurance: $7,310,875.00
The estate or interest to be insured: Fee Simple
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)
South Cliff Holdings LLC and, as disclosed in the Public Records, by virtue of Warranty Deed recorded
May 13, 2021 in Official Records Book 3097, Page 18 and Warranty Deed recorded July 23, 2021 in
Official Records Book 3114, Page 1849.
5. The Land is described as follows in Exhibit"A" attached hereto and made part hereof.
Countersigned:
By:
Authorized Officer or Agent
C170B09 ALTA Commitment for Title Insurance(7-1-21)w-FL Mod
Copyright 2021 American Land Title Association.All rights reserved. AME-
LAND TITLE
The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing ASSOCIA,ION
as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. ?
Page11
Chicago Title Insurance Company Order Number: 11636676
TSR-24.5
SCHEDULE B, PART I 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. Duly executed Warranty Deed from South Cliff Holdings LLC., a Florida limited liability company, Grantor,
to Monroe County, Grantee, conveying the land described on Exhibit A hereof.
The Company will require the following as to South Cliff Holdings LLC., a Florida limited liability company:
("LLC"):
i. Proof that the LLC was in existence in its state of organization at the time it acquired title and that the
LLC is currently in good standing.
ii. Present for review a true and complete copy of the articles of organization and operating agreement of
the LLC and any amendments thereto.
iii. Record an affidavit from the person executing the proposed deed on behalf of the LLC certifying: (a)
the name and state of organization of the LLC; (b) whether the LLC is member-managed or manager-
managed; (c) the identity of the member or manager and the person authorized to execute the deed; and
(d) neither the LLC nor any member signing the deed have filed bankruptcy since the LLC acquired title.
iv. If the member or manager of the LLC is also a business entity, present proof of the entity's good
standing and the appropriate entity documents to establish signing authority.
If the proposed deed will be executed by anyone other than a member or manager, those portions of the
operating agreement or other documentation evidencing the authority of the signatory must be attached
as an exhibit to the affidavit.
NOTE: The Deed Restriction recorded in Official Records Book 3193, Page 141 shall be incorporated in
whole and referenced by Book and Page number on all Transfers of the property described in Exhibit"A"
hereof.
5. An Affidavit in form acceptable to Chicago Title Insurance Company ("Company") and executed by or on
behalf of the current record owner(s) of the subject property stating that: (A) there are no parties in
possession of the subject property other than said current record owner(s); (B)there are no encumbrances
upon the subject property other than as may be set forth in this Commitment; (C)there are no unrecorded
assessments which are due and payable and; (D)there have been no improvements made to or upon the
subject property within the last ninety (90) day period for which there remain any outstanding and unpaid bills
for labor, materials or supplies for which a lien or liens may be claimed must be furnished to the Company, or,
in lieu thereof, an exception to those matters set forth in said Affidavit which are inconsistent with or deviate
from the foregoing requirements will appear in the policy or policies to be issued pursuant to this
Commitment.
C170B09 ALTA Commitment for Title Insurance(7-1-21)w-FL Mod
Copyright 2021 American Land Title Association.All rights reserved. AME-
LAND TITLE
The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing ASSOCIA,ION
as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. ?
Page 12
+,Chicago Title Insurance Company Order No.: 11636676
�J TS R-24.5
SCHEDULE B, PART I Requirements
6. Satisfaction of the Mortgage and Security Agreement executed by South Cliff Holdings, LLC, a Florida limited
liability company , Mortgagor, in favor of Kenneth Moauro and Bernadette Moauro, husband and wife ,
Mortgagee, dated April 21, 2021, in the original principal amount of$600,000.00, recorded May 13, 2021 in
Official Records Book 3097, Page 20, as affected by Modification of Mortgage recorded June 09, 2022 in
Official Records Book 3178, Page 1053.
Note: The original promissory note secured by the above described mortgage must be produced and
cancelled and if this is an equity line mortgage, in addition to satisfying the mortgage, the equity line must be
closed and terminated prior to closing.
7. Satisfaction of the Mortgage and Security Agreement executed by South Cliff Holdings, LLC., a Florida limited
liability company , Mortgagor, in favor of Alice Riehl, as Trustee under Declaration of Trust known as the Alice
Riehl Living Trust dated 03/15/2016, Mortgagee, dated July 21, 2021, in the original principal amount of
$500,000.00, recorded July 23, 2021 in Official Records Book 3114, Page 1859, as affected by Mortgage
Modification Agreement recorded June 09, 2022 in Official Records Book 3178, Page 1064, further affected
by Second Mortgage Modification Agreement recorded July 17, 2023 in Official Records Book 3234, Page
1212.
Note: The original promissory note secured by the above described mortgage must be produced and
cancelled and if this is an equity line mortgage, in addition to satisfying the mortgage, the equity line must be
closed and terminated prior to closing
8. To terminate the following:
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 171.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 172.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 173.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 174.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 175.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 176.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 177.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 178.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 179.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 180.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 181.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 182.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 183.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 184.
C170B09 ALTA Commitment for Title Insurance(7-1-21)w-FL Mod
Copyright 2021 American Land Title Association.All rights reserved. �
9 AMeKICAN
LAND TITLE
The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing ASSOCIA,ION
as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association.
Page 13
+,Chicago Title Insurance Company Order No.: 11636676
�J TS R-24.5
SCHEDULE B, PART I Requirements
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 185.
Notice of Commencement recorded on September 07, 2022, in Official Records Book 3193, Page 186.
Notice of Commencement recorded on September 06, 2023, in Official Records Book 3241, Page 1207.
Notice of Commencement recorded on September 06, 2023, in Official Records Book 3241, Page 1208.
Notice of Commencement recorded on September 06, 2023, in Official Records Book 3241, Page 1209.
Notice of Commencement recorded on September 06, 2023, in Official Records Book 3241, Page 1210.
Notice of Commencement recorded on September 06, 2023, in Official Records Book 3241, Page 1211.
Notice of Commencement recorded on September 06, 2023, in Official Records Book 3241, Page 1212.
Notice of Commencement recorded on September 06, 2023, in Official Records Book 3241, Page 1213.
Notice of Commencement recorded on September 06, 2023, in Official Records Book 3241, Page 1214.
Notice of Commencement recorded on September 06, 2023, in Official Records Book 3241, Page 1215.
Notice of Commencement recorded on October 24, 2023, in Official Records Book 3248, Page 336.
Notice of Commencement recorded on October 24, 2023, in Official Records Book 3248, Page 337.
Notice of Commencement recorded on October 24, 2023, in Official Records Book 3248, Page 338.
Notice of Commencement recorded on July 10, 2024, in Official Records Book 3248, Page 611.
1. Record a notice of termination, together with a contractor's final payment affidavit (with lien waiver).A
separate notice of termination, and contractor's final payment affidavit (with lien waiver), is required for each
notice of commencement.
2. Obtain an owner's construction affidavit identifying all parties who have a direct contract with the owner, all
parties who served a notice to owner, and all parties who began furnishing labor, services or materials within
the last 45 days.
3. Obtain a waiver and release of lien upon final payment from (i) all lienors showing as unpaid in the
contractor's final payment affidavit (with lien waiver), (ii) all those who served a notice to owner or had a direct
contract with the owner as listed in the owner's construction affidavit, and (iii) all those who began furnishing
labor, services or materials within the last 45 days.
4. Obtain the Company's indemnity agreement signed by the owner/borrower.
NOTE: If the notice of commencement is being terminated prior to completion of the construction or if the
subject transaction exceeds your agency's authorized limits, then approval of a Company State or Regional
Underwriter is required.
C170B09 ALTA Commitment for Title Insurance(7-1-21)w-FL Mod
Copyright 2021 American Land Title Association.All rights reserved. �
9 AMeKICAN
LAND TITLE
The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing ASSOCIA,ION
as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. i
Page 14
+,Chicago Title Insurance Company Order No.: 11636676
�J TS R-24.5
SCHEDULE B, PART I Requirements
9. Proof of payment of any outstanding assessments in favor of Monroe County, Florida, any special taxing
district and any municipality. NOTE: If this requirement is not satisfied the following exception will appear on
Schedule B:
Any outstanding assessments in favor of Monroe County, Florida, any special taxing district and any
municipality.
10. Proof of payment of service charges for water, sewer, waste and gas, if any, through the date of closing.
NOTE: If this requirement is not met the following exception will appear on Schedule B:
Any lien provided for by Florida Statutes in favor of any city, town, village or port authority for unpaid service
charges for service by any water, sewer, waste or gas system supplying the insured land or service facilities.
11. Intentionally Deleted.
12. Satisfaction of the Mortgage and Security Agreement executed by South Cliff Holdings LLC, a Florida limited
liability company , Mortgagor, in favor of Geoffrey Bailey, Mortgagee, dated February 05, 2025, in the original
principal amount of$250,000.00, recorded February 18, 2025 in Official Records Book 3312, Page 889.
Note: The original promissory note secured by the above described mortgage must be produced and
cancelled and if this is an equity line mortgage, in addition to satisfying the mortgage, the equity line must be
closed and terminated prior to closing.
NOTE: 2023 Real Property Taxes in the gross amount of$5,371.12 are PAID, under Tax I.D. No. 00484390-
000000.
NOTE: 2024 Real Property Taxes in the gross amount of$5334.58 are PAID, under Tax I.D. No. 00484390-
000000.
NOTE: Effective July 1, 2023, the Conveyances to Foreign Entities Act in sections 692.201 -692.205, Florida
Statutes (the "Act"), limits and regulates the purchase, sale and ownership of Florida real property by certain
buyers who are associated with "foreign countries of concern,"specifically the People's Republic of China, the
Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of
Cuba, the Venezuelan regime of Nicolas Maduro and the Syrian Arab Republic. In connection with the purchase
of real property, the Act requires each buyer to provide an affidavit confirming the purchaser is in compliance with
the Act.Any loss or damage resulting from a violation of the Act is excluded from coverage under the terms of the
Policy.
NOTE: Starting January 1, 2024, section 695.26 (1)(c), F.S., provides that no instrument conveying, assigning,
encumbering or otherwise disposing of an interest in real property which is executed or acknowledged in Florida
shall be recorded by the clerk of court unless the post office address of each witness is legibly printed, typed or
stamped upon the instrument. If an instrument containing one or more witnesses is recorded, the witnesses'
addresses, as well as their names, should appear below their signatures.A business address may be used.
C170B09 ALTA Commitment for Title Insurance(7-1-21)w-FL Mod
Copyright 2021 American Land Title Association.All rights reserved. �
9 AMeKICAN
LAND TITLE
The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing ASSOCIA,ION
as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. i
Page 15
Chicago Title Insurance Company Order Number: 11636676
TSR-24.5
SCHEDULE B, PART II Exceptions
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. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public
records or attaching subsequent to the effective date hereof but prior to the date the proposed insured
acquires for value of record the estate or interest or mortgage thereon covered by this form.
2. Taxes and assessments for the year 2025 and subsequent years, which are not yet due and payable.
3. Standard Exceptions:
A. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that
would be disclosed by an accurate and complete land survey of the Land.
B. Rights or claims of parties in possession not shown by the public records.
C. Any lien, or right to a lien, for services, labor, or materials heretofore or hereafter furnished, imposed by
law and not shown by the public records.
D. Taxes or assessments which are not shown as existing liens in the public records.
4. Any claim that any portion of the insured land is sovereign lands of the State of Florida, including submerged,
filled or artificially exposed lands accreted to such land.
5. Any lien provided by County Ordinance or by Chapter 159, Florida Statutes, in favor of any city, town, village
or port authority for unpaid service charges for service by any water, sewer or gas system supplying the
insured land.
6. 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 Official Records Book 668, at Page 43, of the
Public Records of Monroe County, Florida.
7. Land use restrictions imposed under the Monroe County Land Use Plan and any other land use restrictions
which may have been or will be imposed by any governmental body, including, but not limited to, the County
of Monroe, the State of Florida and the Army Corps of Engineers.
8. Subject to County Ordinance No. 10-1977, providing for annual levy on garbage and trash collection fees to
be assessed upon this parcel of land, as amended by County Ordinance No. 13-1978.
9. Subject to County Ordinance No. 026-2022, which among other matters, pertains to and provides for
amendments to the Monroe County Land Development Code; repeals, reenacts and updates Chapter 122,
Floodplain Management, and contains provisions requiring inspections of property occupied by an elevated
C170B09 ALTA Commitment for Title Insurance(7-1-21)w-FL Mod
Copyright 2021 American Land Title Association.All rights reserved. AME-
LAND TITLE
The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing ASSOCIA,ION
as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. ?
Page 16
+,Chicago Title Insurance Company Order No.: 11636676
�J TS R-24.5
SCHEDULE B, PART II Exceptions
residential structure meeting certain criteria, prior to the transfer of ownership thereof, and which establishes
penalties for non-compliance.
10. Monroe County Planning Department Employee Housing Deed Restriction, recorded September 07, 2022, in
Official Records Book 3193, Page 141.
11. Terms and col nditions as set forth in Planning Commission Resolution No. PO4-21 in Official Records Book
3093, Page 365.
12. Rights of tenants occupying all or part of the insured land under unrecorded leases or rental agreements.
13. Intentionally Deleted.
14. Monroe County, Florida Planning Commission Resolution No. PO4-21, recorded April29, 2021 in Official
Records Book 3093, Page 365.
NOTE: Exception 1 above shall be deemed deleted as of the time the settlement funds or proceeds of the loan to
be secured by the insured mortgage, as applicable, are disbursed by the Company or its authorized agent.
Neither the Company nor its agent shall, however, be under any duty to disburse any sum except upon a
determination that no such adverse intervening matters have appeared of record or occurred.
NOTES ON STANDARD EXCEPTIONS:
Item 3Awill be deleted from the policy(ies) upon receipt of an accurate survey of the Land acceptable to the
Company. Exception will be made for any encroachment, setback line violation, overlap, boundary line dispute or
other adverse matter disclosed by the survey.
Items 3B, 3C, and 3D will be deleted from the policy(ies) upon receipt of an affidavit acceptable to the Company,
affirming that, except as disclosed therein (i) no parties in possession of the Land exist other than the record
owner(s); (ii) no improvements have been made to the Land within 90 days prior to closing which have not have
been paid for in full; and (iii) no unpaid taxes or assessments are against the Land which are not shown as
existing liens in the public records. Exception will be made for matters disclosed in the affidavit.
NOTE:All recording references in this form shall refer to the public records of Monroe County, Florida, unless
otherwise noted.
NOTE: In accordance with Florida Statutes section 627.4131, please be advised that the insured hereunder may
present inquiries, obtain information about coverage, or receive assistance in resolving complaints, by contacting
Chicago Title Insurance Company, 13800 NW 14th Street, Sunrise, FL 33323; Telephone 954-217-1744.
Searched By: Omairo Echevarria_omairo.echevarria
C170B09 ALTA Commitment for Title Insurance(7-1-21)w-FL Mod
Copyright 2021 American Land Title Association.All rights reserved. �
9 AMeKICAN
LAND TITLE
The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing ASSOCIA,ION
as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association.
Page 17
Chicago Title Insurance Company Order Number: 11636676
TSR-24.5
EXHIBIT"A"
Lots 1 and 2, Block 1, REVISED PLAT OF SUNRISE POINT, according to the plat thereof, as recorded in Plat
Book 3, Page 11, of the Public Records of Monroe County, Florida.
AND
The Northwesterly 720 feet of the following described parcel of land:A portion of Tract 6, according to the Plat of
Southcliff Estates on Key Largo and recorded in Plat Book 2, Page 45, of the Public Records of Monroe County,
Florida, more particularly described as follows: From a P.R.M. at the intersection of the Southeasterly right-of-way
line of State Road No. 5 on the Agreed Boundary Line between Southcliff Estates and K.L. Thompson Property,
as shown on Plat recorded in Plat Book 2, Page 67, of the Public Records of Monroe County, Florida, run
Southeasterly on said Agreed Line, a distance of 66 feet to the Southeasterly right-of-way line of Old State Road
4A; thence Southwesterly along said Southeasterly right-of-way line, a distance of 330 feet to the Point of
Beginning of the parcel hereinafter described; thence continue Southwesterly on last described course, a distance
of 100 feet to the Northeasterly side of the subdivision of Sunrise Point, according to the Revised Plat recorded in
Plat Book 3, Page 11, of the Public Records of Monroe County, Florida; thence along said Northeasterly side of
Sunrise Point in a Southeasterly direction, a distance of 1065 feet, more or less to the shore of the Atlantic Ocean;
thence Northeasterly meandering said shore to a point of intersection with a line which is 100 feet Northeasterly
from and parallel to the said Northeasterly side of Sunrise Point; thence Northwesterly along said line to the Point
of Beginning.
C170B09 ALTA Commitment for Title Insurance(7-1-21)w-FL Mod
Copyright 2021 American Land Title Association.All rights reserved. AME-
LAND TITLE
The use of this Form(or any derivative thereof)is restricted to ALTA licensees and ALTA members in good standing ASSOCIA,ION
as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association. ?
Page 18