HomeMy WebLinkAboutItem N04COUNTY of MONROE
The Florida Keys
BULK ITEM: Yes
TIME APPROXIMATE: N/A
BOARD OF COUNTY COMMISSIONERS
Mayor Michelle Lincoln, District 2
Mayor Pro Tem David Rice, District 4
Craig Cates, District 1
James K. Scholl, District 3
Holly Merrill Raschein, District 5
Regular Meeting
March 11, 2026
Agenda Item Number: N4
26-0583
DEPARTMENT: Administration
STAFF CONTACT: Christine Hurley
AGENDA ITEM WORDING: Approval of Post Closing Addendum to agreement for purchase and
sale between Fishermen's Health, Inc. (Seller) and Monroe County (purchaser) for 2855 Overseas
Highway, Marathon, Florida 33050 and authorization for County staff to develop a Request for
Competitive Solicitations to sell 2855 Overseas Highway.
ITEM BACKGROUND: The County Commission approved Resolution 033-2021 that authorized a
land swap between Baptist and the County. The land with a building the County received is
recommended for surplus and County staff recommend issuing a Request for Competitive
Solicitations to sell 2855 Overseas Highway at appraised value.
When the original land swap was completed, it included a required deed restriction that excluded
medical use as a use for the property. Staff have worked with Baptist and Baptist has agreed to amend
the deed restriction to allow non-profit federally qualified health centers which operate as low-cost
health providers, operators and users of comprehensive primary and behavioral health care services,
which are already operating and/or providing medical services in the City of Marathon, Florida.
PREVIOUS RELEVANT BOCC ACTION:
INSURANCE REQUIRED: No
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATION
DOCUMENTATION:
Resolution 033-2021.pdf
Addendum to Contract.docx
FINANCIAL IMPACT:
Effective Date:
Expiration Date:
Total Dollar Value of Contract:
Total Cost to County:
Current Year Portion:
Budgeted:
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Resolution No. 033 - 2021
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA
FINDING THAT A PORTION OF A COUNTY OWNED
PARCEL ("PARCEL A") IN THE CITY OF MARATHON
LOCATED AT 3251 OVERSEAS HIGHWAY WITH A
PARCEL ID NUMBER OF 00102310-000000 AND KNOWN
LOCALLY AS THE MARATHON BRANCH LIBRARY WILL
NO LONGER BE NEEDED FOR COUNTY PURPOSES
AFTER COMPLETION OF A NEW BRANCH LIBRARY AT
ANOTHER LOCATION AND THAT SWAPPING THAT
PARCEL PURSUANT TO F.S. 125.37 FOR A PARCEL
OWNED BY FISHERMEN'S HEALTH, INC. ("PARCEL B")
LOCATED AT 2855 OVERSEAS HIGHWAY, MARATHON
WITH A PARCEL I❑ NUMBER OF 00321730-000000 IS IN
THE BEST INTERESTS OF MONROE COUNTY;
APPROVING THAT EXCHANGE OF REAL PROPERTY;
AUTHORIZING THE MAYOR TO EXECUTE ALL
DOCUMENTS NECESSARY TO EFFECTUATE SAID
EXCHANGE; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, Monroe County ("the County"), a political subdivision of the State of
Florida, pursuant to its home rule powers and F.S. 125,37, has the authority to determine
that certain County property is no longer needed for County purposes and to exchange
such property for other property which the County may desire to acquire for County
purposes; and
WHEREAS, the County currently owns in fee simple, a 1.51 acre parcel of land
with a 7,210 square foot building that is located at 3251 Overseas Highway, Marathon,
Florida, the current location of the Marathon branch library, which has a parcel I❑ number
of 00102310-000000. The County intends to convey a portion of this property, hereinafter
referred to as "Parcel A," as more fully described in the purchase and sale agreement
incorporated into this Resolution as Exhibit 1; and
WHEREAS, the County is currently finishing the construction of a new Marathon
branch library building at another location; and
WHEREAS, the Board finds that once construction of the new library building is
completed in 2021, Parcel A will no longer be useful to the County; and
WHEREAS, the Fishermen's Health, Inc., a Florida not -for -profit corporation, owns
in fee simple a 0.34 acre parcel of land with a 5,832 square foot building that is located
at 2855 Overseas Highway, Marathon, Florida, which has a parcel I❑ number of
00321730-000000 (hereinafter "Parcel B"), more fully described in Exhibit 1 as Parcel B;
and
WHEREAS, Fishermen's Health, Inc. operates Fishermen's Hospital, the only
hospital located within the Middle Keys; and
WHEREAS, Fishermen's Hospital is part of the Baptist Health Systems network,
and
WHEREAS, as part of the renovation of Fishermen's Hospital made necessary
after that facility was damaged by Hurricane Irma, Fishermen's Health, Inc. desires to
expand its facilities to include an office building for physicians and other medical
providers; and
WHEREAS, Parcel A is adjacent to Fishermen's Hospital; and
WHEREAS, Fishermen's Health Inc, has expressed a desire to acquire Parcel A
as a site for an office building for physicians and other medical providers; and
WHEREAS, the Board finds that a fully functional Fishermen's Hospital complete
with an office building for physicians and other medical providers in support of the hospital
is necessary for the health, safety, and welfare of residents of the Middle Keys; and
WHEREAS, the Board finds that exchanging Parcel A for Parcel B with
Fishermen's Health, Inc. is therefore in the best interests of the County, the City of
Marathon, and their residents; and
WHEREAS, the Board finds that receipt of Parcel B will serve a public purpose by
providing office space for Constitutional Officers that is convenient to the Marathon
Branch Courthouse and the Marathon Government Center; and
WHEREAS, F.S. 125.37 states that "[w]henever, in the opinion of the board of
county commissioners, the county holds and possesses any real property, not needed for
county purposes, and such property may be to the best interest of the county exchanged
for other real property, which the county may desire to acquire for county purposes, the
said board of county commissioners of any county is authorized and empowered to make
such an exchange. Provided, however, before any exchange of property shall be effected,
a notice, setting forth the terms and conditions of any such exchange of property, shall
be first published, once a week for at least 2 weeks, in a newspaper of general circulation
published in the county, before the adoption by the board of county commissioners of a
resolution authorizing the exchange of properties[;]" and
WHEREAS, in accordance with F.S. 125.37, the County published a Notice of
Exchange of Real Property once a week for two (2) weeks in a newspaper of general
circulation, which notice is attached as Exhibit 3 to this Resolution; and
WHEREAS, the Board desires to approve and authorize the exchange of Parcel A
for Parcel B; and
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WHEREAS, County staff and representatives of Fishermen's Health, Inc. have
negotiated and prepared two reciprocal purchase and sale agreements detailing the
exchange described above, which attached as Exhibits 1 (Library to Fishermen's Health)
and 2 (Fishermen's building to County); and
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA THAT:
I. The above recitals set forth above are true, accurate, and deemed incorporated
herein as though set forth in full hereunder.
2. The Board authorizes the exchange of County Property identified above.
3. The Board approves of the instruments effectuating the exchange, which are
incorporated into this Resolution as Exhibits 1 and 2, and authorizes the Mayor or,
in the Mayor's absence, the Mayor Pro Tem to execute same.
4. The deeds shall be recorded in the Official Records of Monroe County, Florida.
5. This resolution shall be effective upon adoption.
Passed and Adopted by the Board of County Commissioners of Monroe County,
Florida, at a regular meeting of the Board held on the 20th day of January, 2021.
Mayor Michelle Coldiron
Mayor Pro Tem David Rice
ommissioner Craig Cates
0 mmissioner Eddie Martinez
dimmissioner Mike Forster
evin Madok, Clerk
Yes
Yes
Yes
Yes
Yes
Board of County Commissioners of
Monroe County, Florida
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by: by: ffff
As Deputy Clerk Michelle Coldiron
Mayor of Monroe County
Approved as to form and legal sufficiency by
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Monroe County Attorney Robert B. Shillinger for
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reliance by the Monroe County BOCC only.
Digitally signed by Robert B"co
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Robert B. Shillinger
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Exhibit 1
Purchase and Sale Agreement
Conveying County Library Property to Fishermen's Inc.
Execution Copy
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT FOR PURCHASE AND SALE (the "Agreement") is made as of
the 20th day of January , 2021 by and between FISHERMEN'S HEALTH,
INC., a Florida not -for -profit corporation, having its address at 6855 Red Road, Suite 600, Coral
Gables, Florida 33143 (hereinafter called "Purchaser"), and MONROE COUNTY, a political
subdivision of the State of Florida, having it's address at 1100 Simonton Street Suite 2-216, Key
West, Florida 33040 (hereinafter called "Seller").
WITNESSETH:
WHEREAS, Seiler is the owner of that certain parcel of land comprising approximately
1.51 acres, located at 3251 Overseas Highway, Marathon, Florida 33050, situated, lying and
being in Monroe County, Florida, and legally described in Exhibit "A" attached hereto,
including the land and all improvements thereto and thereon, all fixtures and equipment affixed
or attached thereto, and all easements, rights of way, privileges, appurtenances and other rights
pertaining thereto (hereinafter collectively referred to as the "Property"); and
WHEREAS, Seller is desirous of selling and conveying and Purchaser is desirous of
acquiring Seller's interest in the Property.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Seller
agrees to sell and convey and Purchaser agrees to acquire Seller's interest in the Property upon
the terms and conditions hereinafter set forth.
1. SALE -PURCHASE:
Seller hereby agrees to sell and convey to Purchaser its fee simple interest in and to the
Property, and Purchaser hereby agrees to purchase Seller's fee simple interest in and to the
Property, with such conveyance to be subject to and in accordance with the terms, provisions,
covenants and conditions more particularly set forth in this Agreement. Seller also agrees to
convey to Purchaser at Closing all of Seller's right, title and interest in and to all governmental
orders, resolutions, grants, site plans or approved plats, zoning approvals, development rights,
resolutions, permits and rights accruing to Seller as a result of its ownership of the Property, and
the operation of same, contract rights, easements, covenants, privileges, servitudes,
appurtenances, strips of land and roadways adjoining the Property, and other rights relating to the
Property (collectively the "Rights and Permits").
2. PURCHASE PRICE:
The purchase price ("Purchase Price") for the Property shall be One Million Four
Hundred Sixty Five Thousand and No1100 Dollars ($1,465,000.00), payable by Purchaser in
whole to Seller by conveyance to Seller of that certain parcel of real property located at 2855
Overseas Highway, Marathon, Florida 33050, and legally described in Exhibit "B" attached
hereto (the "Exchange Property"). The parties agree that for the purposes of this transaction
that both the Property and the Exchange Property are equal in value and that each has a fair
market value of $1,465,000.00, respectively. Concurrently with the execution of this Agreement,
Purchaser and Seller have executed an Agreement for Purchase and Sale of the Exchange
Property (the "Exchange Agreement"). At Closing, Seller shall deliver the documents
described in Paragraph 9 below for conveyance of the Property to Purchaser and on a future date
to be mutually agreed upon prior to the Closing of this property Purchaser shall execute similar
documents for conveyance of the Exchange Property to Seller.
3. "AS IS" CONVEYANCE WITH INSPECTION PERIOD: Purchaser is
purchasing the Property in its "as -is" physical condition, specifically and expressly without any
warranties, representations or guarantees, either express or implied, of any kind, nature, or type
whatsoever from or on behalf of Seller, except those as otherwise expressly set forth in this
Agreement. Purchaser shall have until 5:00 p.m. on the one hundred twentieth (1201') day
following the Effective Date, within which to conduct and complete its inspections and
evaluations of the Property and the records relating to the operation thereof (the "Inspection
Period"), which may include, but are not limited to, obtaining zoning approval for use of the
Property for medical uses, Phase I and Phase II environmental surveys and soil tests. Seiler
shall provide Purchaser and its employees and agents access to the Property and to any
contracts, operating expenses and such other information as the Purchaser may reasonably
request regarding the Property and the operation thereof. Seller agrees to give Purchaser and
Purchaser's employees and agents reasonable access to the Property for the purposes of
conducting such inspections and evaluations as the Purchaser deems necessary. If Purchaser
provides Seller with written notice that Purchaser is not satisfied with the Property prior to 5:00
P.M. on the last day of the Inspection Period (the "Termination Notice"), this Agreement shall
be deemed to be terminated. To be effective written notice of tennination must be sent to Seller
in accordance with the provisions of Section 18 below prior to the end of the Inspection Period.
If Purchaser terminates this Agreement, it shall, at its cost, repair any damage to the Property
resulting from its inspections and evaluations. Purchaser and its agents shall keep the
information obtained as a part of the due diligence confidential to the extent permitted by law.
Purchaser shall indemnify, defend and hold Seller harmless from and against any and all action,
demands, liabilities, loss, damage or expense, including, but not limited to, construction liens
and attorneys' fees, arising from or related to any incident, occurrence, damage, personal injury
or property damage resulting from Purchaser or Purchaser's agents, contractors, employees, or
anyone on Purchaser's behalf, performing Purchaser's examinations, inspections, measurements
and testing of and on the Property. Purchaser agrees to give Seller prior reasonable advance
notice of any inspections of the Property. Purchaser's indemnity and hold harmless pursuant to
this Section shall survive the termination or expiration of this Agreement by Closing or
otherwise. Within ten (10) days following the Effective Date, Seller will provide Purchaser with
copies of all environmental surveys, soil tests and other studies in the possession of Seller or to
.:71—lich Seller has access, if any, which relate to the Property, and copies of any service contracts,
records, documents and notices relating to the Property in Seller's possession or to which Seller
has access. Seller acknowledges Purchaser may desire to discuss or otherwise inquire about
plans, documents, agreements and other records of various governmental entities, districts and
utilities regarding the Property or otherwise impacting, restricting, or affecting its use or value
("Governmental Records") with various governmental entities and utilities. In this regard,
Purchaser is permitted to contact all necessary third parties and discuss with such third parties
the Governmental Records. In the event this Agreement is terminated the Exchange Agreement
shall also terminate.
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4. PERMITTED EXCEPTIONS: This sale is being made and Purchaser shall
take title to the Property subject to the following (the "Permitted Exceptions"):
A. Taxes and assessments for the years 2021 and thereafter.
B. Restrictions, easements, covenants, conditions, limitations and reservations of
record, provided that this recital shall not operate to re -impose same.
C. Zoning and applicable governmental ordinances.
5. TITLE:
(A) Seller represents that it is the owner of the Property and that there is no
limitation or restriction upon or against its right to enter into this Agreement and to convey the
Property as herein provided.
(B) Purchaser shall, promptly after receipt of the Survey and the legal
description of the Property, order a commitment for title insurance (the "Title Insurance
Commitment") from Chicago Title Insurance Company (the "Title Insurer"). Purchaser, at its
own expense, prior to, or upon recording of the deed conveying title to the Property from Seller
to Purchaser, shall obtain an owner's policy of title insurance in the amount of the Purchase Price
insuring Purchaser's title to the Property and, unless Purchaser consents otherwise, subject only
to those liens and encumbrances which shall be discharged by Seller at or before Closing, and
the .Permitted Exceptions. Purchaser will cause a copy of the Title Insurance Commitment to be
delivered to Seller's attorney within three (3) business days of its receipt by Purchaser's attorney.
Purchaser, within fifteen (15) days following the date on which Purchaser receives the Title
Insurance Commitment, shall deliver to Seller written notice of Purchaser's objections, if any, to
any exceptions which render title to the Property unmarketable or unusable for Purchaser's
intended uses (the "Title Objections"). If Purchaser fails to deliver such written notice or
objection to Seller within such fifteen (15) day period, Purchaser shall be deemed to have waived
its right to object. In the event that Purchaser shall provide Seller with any Title Objections,
Seller shall promptly notify Purchaser following the date of Purchaser's notice of such objections
that either (a) the Title Objection has been, or will be at or prior to Closing, satisfied or cured by
Seller, or (b) the Title Objection will not be satisfied or cured. If Seller notifies Purchaser that a
Title Objection will not be satisfied or cured, then Purchaser may elect either:
(i} to terminate this Agreement and the Exchange Agreement;
or
(ii) to take title as it then is, subject to any Title Objection
which Seller has notified Purchaser it will not satisfy or
cure, with the election of section (i) above or this section
(ii) to be made within ten (10) business days following
receipt of notice from Seller described in Section 5(B)(b)
above, provided that if Purchaser fails to make an election
within the said ten (10) business day period, Purchaser shall
be deemed to have elected (i).
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If Purchaser receives notice from Seller as described in Section 5(B)(b) above, and makes
a timely election of (ii) above, then:
(i) Purchaser shall be deemed to have agreed to accept title as
it then is, subject to any Title Objection which Seller has
notified Purchaser it will not satisfy or cure, without any
reduction in the Purchase Price;
(ii) all Title Objections described in Purchaser's notice under
Section 5(B)(b) above not to be satisfied or cured will
thenceforth be deemed Permitted Exceptions; and
(iii) this Agreement shall remain in full force and effect.
Seller shall have no affirmative obligation hereunder to expend any funds or incur any
liabilities in order to cause any title exceptions to be removed from the Title Insurance
Commitment, except that Seller shall pay, discharge or bond off any monetary lien or
encumbrance affecting the Property at or prior to Closing, provided such lien or encumbrance is
not created by Purchaser. Seller shall, prior to the Closing Date, obtain all resolutions and
approvals necessary for Seller to convey title to the Property to Purchaser, and to convey the
Rights and Permits to Purchaser.
6. SURVEY:
Purchaser may, at its sole cost and expense, order a survey (the "Survey") of the Property
prepared by a surveyor licensed to practice in the State of Florida and satisfactory to Purchaser,
duly certified to Purchaser, Purchaser's attorney, and to the Title Insurer. The Survey shall show
the Property, adjoining streets and roads, including the points of ingress and egress thereto, and
shall set forth the exact location of all easements on and upon the Property, together with all
rights -of -way and easements relating to the Property, and shall further reflect and certify there
are no encroachments either way with respect to the Property. In the event the Survey shows any
condition which shall render Seller's fee simple title other than good, marketable and insurable,
including, but not limited to, any encroachments, overlaps, gores, gaps, strips or hiatuses
(collectively, "Survey Defects"), Purchaser, within ten (10) days after receipt of the Survey, but
in no event later than the expiration of the Inspection Period, may deliver to Seller written notice
of those Survey Defects to which it objects. If Purchaser fails to deliver to Seller written notice
of Purchaser's objections to any Survey Defects within such period, then Purchaser shall be
deemed to have waived any right to such an objection and the Survey Defects shall thereafter be
deemed Permitted Exceptions. In the event that Purchaser shall so object to a Survey Defect,
then it shall be handled in the same manner as that of a Title Objection which is timely objected
to as set forth in Section 5(B) above.
7. CLOSING:
If all the conditions hereof are met the delivery of the deed, documents, money and other
acts necessary to accomplish the transactions provided for in this Agreement (the "Closing")
shall take place on the later of (i) thirty (30) days following the end of the Inspection Period, or
(ii) thirty (30) days after Seller has completed its new library and has vacated the Property,
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unless extended in writing by the parties (the "Closing Date"). The Closing shall take place in
Monroe County, Florida, or at such other location as may be agreed upon by the parties. The
Closing on the purchase and sale of the Property is contingent upon a simultaneous closing on
the purchase and sale of the Exchange Property.
8. CLOSING COSTS AND ADJUSTMENTS:
At Closing, the following items shall be borne, adjusted, prorated or assumed by or
between Seller and Purchaser:
(A) Adjustments and Pro -rations:
(i) Real Estate Taxes: Seller is a tax exempt entity and there will be
no tax pro ration required in the purchase year.
(ii) Certified/Pending Liens: Certified, confirmed and ratified
governmental liens as of the Closing Date shall be paid by Seller, provided, however, if there are
any improvement district or special taxing district liens or similar assessments which encumber
the Property, Purchaser shall assume the obligation to pay any future installments of such liens or
assessments affecting the Property which accrue after the Closing Date. Any such liens or
assessments for the current payable period shall be prorated up to the Closing Date. Pending
liens as of the Closing Date shall be assumed by Purchaser, provided, however, that where the
improvement has been substantially completed as of the Closing Date, such pending lien shall be
considered as certified, confirmed or ratified and Seller shall, at Closing, be charged an amount
equal to the last estimate by the public body, of the assessment for the improvement.
(B) Closin Costs:
(i) Seller shall pay the following costs and expenses in connection
with the Closing: all fees and costs incurred if Seller elects to clear title to the Property, the cost
of lien searches, Seller's attorneys' fees, the cost of obtaining and recording any corrective
instruments, and the costs of discharging any monetary liens on the Property.
(ii) Purchaser shall pay the following costs and expenses in connection
with the Closing: documentary stamps on the Deed, the cost of the Purchaser's inspections of the
Property, the cost of title searches and title insurance, the cost of recording the Deed, Purchaser's
attorneys' fees, the cost of the Survey, if ordered by Purchaser, and the cost of environmental
surveys and soils tests of the Property.
9. CLOSING DOCUMENTS:
(A) Seller's Documents at Closing: At Closing, Seller shall execute and/or
deliver to Purchaser the following:
125.411.
(i) A Statutory Quit Claim Deed pursuant to Florida Statute Section
5
(ii) Four (4) executed Closing Statements itemizing the dollar amounts of
all financial matters related to the Closing, including the adjustments and pro -rations
provided herein;
(iii) A certified copy of a Seller resolution authorizing the execution of
this Agreement by the Seller, authorizing the sale of the Property to the Purchaser as
provided herein, and providing the names and titles of the individuals authorized to
execute and deliver the Statutory Quit Claim Deed and other required closing documents;
(iv) Seller's executed title affidavit, including mechanic's lien, possession
and gap provisions, in form sufficient to enable the Title Insurer to delete the standard
exceptions (e.g. the Gap, construction liens and parties in possession) from Purchaser's
owner's title insurance policy;
(v) Such corrective instruments as may be required to satisfy or cure any
Title Objections Seller has elected to satisfy or cure;
(vi) An Assignment of Rights and Permits (including zoning and
development rights) relating to the Property; and
(vii) Any other documents reasonably required under the Title
Insurance Commitment or otherwise necessary or advisable to consummate the
transactions contemplated hereby.
(B) Purchaser's Documents at Closing: At Closing, Purchaser shall execute
and/or deliver to Seller the following:
(i) Four (4) executed counterparts of the Closing Statement;
(ii) Any other documents reasonably necessary or advisable to
consummate the transaction contemplated hereby; and
(C) Concurrently with the delivery of the foregoing documents the parties
shall execute and deliver the Closing documents for the Exchange Property, along with any
consideration due in addition to the Exchange Property if applicable.
10. RADON GAS: In accordance with Section 404.056, Florida Statues, Seller
hereby notifies Purchaser as follows: Radon is a naturally occurring radioactive gas that, when
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 in Florida; and additional information regarding radon and radon testing may
be obtained from the Miami -Dade County health department.
11. FAILURE OF PERFORMANCE: If Seller fails to perform this Agreement
within the times specified, Purchaser may elect to terminate this Agreement and the Exchange
Agreement. The waiver by one party of any condition or of any subsequent breach of the same
or any other term, covenant, or condition herein contained shall not be deemed to be a waiver of
T
any other condition or of any subsequent breach of the same or any other term, covenant or
condition contained herein.
12. ATTORNEY'S FEES: Should Seller and/or Purchaser employ an attorney or
attorneys to enforce any of the provisions hereof, or to protect its interest or enforce its rights in
any matter arising under this Agreement, the party prevailing shall be entitled to payment by the
other party of all reasonable costs, charges and expenses, including reasonable attorneys' fees
and costs in all pre-trial, trial and appellate levels, expended or incurred in connection therewith
by the prevailing party.
13. AFFIRMATIVE COVENANTS OF SELLER:
(A) From and after the Effective Date, Seller will (i) refrain from creating or
incurring any mortgage, lien, pledge or other encumbrances in any way affecting the Property or
any portion thereof, (ii) observe all laws, ordinances, regulation, and restrictions affecting the
Property or any portion thereof and its use until the Closing; (iii) refrain from entering into any
leases, easements, covenants or other agreements affecting the Property; and (iv) neither transfer
nor remove any fixtures or equipment belonging to the Property, except for purposes of
replacement thereof, in which cases such replacements shall be promptly installed prior to
Closing and shall be comparable in quality to the items being replaced.
(B) Prior to the Closing Date Seller shall cause all leases and other occupancy
agreements affecting the Property to be terminated and shall cause all books and furnishings
within the Property to be removed. The Property shall be delivered to Purchaser at Closing free
of any tenants or occupants and in broom clean condition.
14. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
PROPERTY: Seller hereby represents and warrants to Purchaser that, as of the date hereof:
(A) No Condemnation, Pendiol or Threatened: Seller has no knowledge of
any pending or threatened condemnation or similar proceeding affecting the Property or any
portion thereof.
(B) Seller's Authority: Seller has, full right, power and authority to perform
this Agreement and doing so will not result in breach of, or constitute any default under, or result
in the imposition of, any lien or encumbrance upon the Property or any portion thereof under any
agreement or other instrument to which Seller is a party or by which Seller or the Property may
be bound. The execution and delivery of this Agreement by Seller, and the consummation by
Seiler -of the transactions contemplated hereby or the performance by Seller of its obligations
does not require consent or approval of any governmental authority. Seller is not a "foreign
person" as defined in Section 1445 of the Internal Revenue Code of 1954, as amended.
(C) Pending Litigation: Seller has not received notice of any legal actions,
suits, or other legal or administrative proceedings pending or threatened, which affect or could
affect the Property or any portion thereof, and Seller is not aware of any facts which might result
in any such action, suit or other proceedings.
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(D) Possession: There are no leases, subleases, licenses or occupancy
agreements (written or verbal) which affect or relate to the Property.
(E) Compliance with Laws: To Seller's knowledge, Seller has not received
any notice that the Property and/or the present use thereof is not in compliance with applicable
laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the
Property and to the best of Seller's knowledge, there are no outstanding orders, judgments,
injunctions, awards or decrees of any court, governmental or regulatory body or arbitration
tribunal against or involving Seller which could have a material or adverse effect on the Property
or the use, condition or operation thereof.
(F) No Violation of Zoning Laws: To Seller's knowledge, no zoning,
building or similar law, ordinance or regulation is, as of the Effective Date, being violated by the
continued maintenance, operation or use of any buildings, improvements or structures presently
erected on the Property. To Seller's knowledge, there are no uncured violations of federal, state
or municipal laws (including, without limitation, sales tax laws, ordinances, orders, regulations
or requirements) affecting any portion of the Property.
(G) No Hazardous Materials: To Seller's knowledge, the Property is not
contaminated with any chemical, material or substance to which exposure is prohibited, limited
or regulated by any federal, state, county, local or regional authority or which is known to pose a
hazard to health and safety; and Seller has no knowledge that the Property has ever been used for
a landfill, dump site, underground improvements, storage of hazardous or regulated substances,
or by a manufacturer of any product or for any other industrial.
(H) Underlying Structure: Seller has no knowledge of sinkholes, caverns,
faults, conduits, voids, mines, or other geological anomalies which could affect the development
of the Property.
(I) Special Assessments: There are no special assessments affecting the
Property.
Seller agrees that the foregoing representations and warranties shall survive the Closing for a
period of one year.
15. BROKERAGE: Seller and Purchaser represent and warrant to each other that
no brokers have been engaged to represent them in connection with the negotiations of this
Agreement and/or the consummation of the purchase and sale contemplated hereby. Seller and
Purchaser each hereby agrees to indemnify and hold the other harmless from all loss, cost,
damage or expense (including reasonable attorneys' fees) incurred by the other as a result of any
claim arising out of the acts of the indemnifying party (or others on its behalf) for a
commission, finder's fee or similar compensation made by any broker, finder or any party who
claims to have dealt with such party. The representations, warranties and indemnities contained
in this Section shall survive the Closing.
16. RISK OF LOSS: In the event of damage or destruction to the Property or any
portion thereof prior to the Closing, Purchaser and Seller shall consummate this Agreement,
M
provided that Seller shall assign to Purchaser its right under all insurance policies covering such
damage or destruction.
17. NOTICES: Any and all notices, requests, demands, consents, approvals or other
communications hereunder shall be in writing and sent addressed to the parties as follows:
As to Seller: Monroe County, Florida
Kevin G. Wilson ACA_
1100 Simonton St Suite 206
Key West, FL 33040
Tel: (305) 292 4529
Email: Wilson-Kevin@MonroeCounty-FL.Gov
With a copy to: Adele V. Stones
Oropeza,Stones & Cardenas
221 Simonton Street
Key West, FL 33040
Tel: (305) 849 2352
Email: Ginny@keystaw.net
As to Purchaser: Kathleen S. Moorman, Vice President
Baptist Health Enterprises, Inc.
6855 Red Road, Suite 600
Coral Gables, Florida 33143
Tel: (786) 662-7386
Email: kathleenrno@baptisthealth.net
And with a copy to: Kyle R. Saxon, Esq.
Saxon & Fink, LLP
2121 Ponce De Leon Boulevard, Suite 740
Coral Gables, Florida 33134
Tel: 305-371-9575
Email: kylesaxon@saxonfink.com
Any such notices shall be either (a) sent by certified mail, return receipt requested, in which case
notice_ shall be deemed delivered three (3) business days after deposit, postage prepaid in the
U.S. mail, or (b) sent by a nationally recognized overnight courier, in which case notice shall be
deemed delivered one (1) business day after being deposited during business hours with such
courier, or (c) sent on a business day by email followed by a copy sent first class mail, postage
prepaid, deposited in the U.S. Mail on the same day that the email is sent, in which case notice
shall be deemed delivered on the day the email is sent. The above addresses may be changed by
written notice to the other party; provided, however, that no notice of a change of address shall
be effective until actual receipt of such notice.
18. INTERPRETATIONS: This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that it may have been
prepared by counsel for one of the parties, it being recognized that both Seller and Purchaser
have contributed to the preparation of this Agreement.
19. CAPTIONS AND HEADINGS: Captions and Article headings contained in
this Agreement are for convenience and reference only and in no way define, describe, extend
or limit the scope or intent of this Agreement nor the intent of any provision hereof.
20. NO WAIVER: No waiver of any provision of this Agreement shall be effective
unless it is in writing, signed by the party against whom it is asserted and any such written
waiver shall only be applicable to the specific instance to which it related and shall not be
deemed to be a continuing or future waiver.
21. COUNTERPARTS: This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which shall constitute
one and the same agreement. An electronic or PDF signature of an executed counterpart shall
have the same validity as an original signature.
22. BINDING EFFECT: This Agreement shall inure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted assigns.
23. GOVERNING LAW: This Agreement shall be construed and interpreted
according to the internal laws of the State of Florida.
24. INTERPRETATION: Wherever used in this Agreement, "any" means "any
and all"; "include" and "including" each are without limitation; "may not" and other negative
forms of the verb "may" each are prohibitory; and "will", "must", and "should" each are
mandatory. Unless this Agreement expressly or necessarily requires otherwise (i) any time
period measured in "days" (and not "business days") means consecutive calendar days, except
that the expiration of any time period measured in days that expires on a Saturday, Sunday or
legal holiday automatically will be extended to the next day so that it is not a Saturday, Sunday
or legal holiday; (H) any action is at the sole expense of the party required to take it; and (iii) the
scope of any indemnity includes any costs and expenses, including reasonable attorneys' fees
incurred through all appellate levels, whether suit be instituted or not, incurred in defending any
indemnified claim, or in enforcing the indemnity, or both.
25. NO RECORDING: Neither Purchaser nor Seller shall record this Agreement or
any memorandum thereof.
26. TIME OF THE ESSENCE: Purchaser and Seller mutually agree that time is of
the essence throughout the term of this Agreement and every provision hereof in which time is
an element. No extension of time for performance of any obligations or acts shall be deemed an
extension of time for performance of any other obligations or acts. If any date for performance
of any terms, conditions or provisions hereof shall fall on a Saturday, Sunday or legal holiday,
then the time of such performance shall be extended to the next business day thereafter.
27. ENTIRE AGREEMENT: This Agreement and the Exhibits attached hereto
contain the entire agreement between the parties. There are no promises, agreements,
conditions, undertakings, warranties, or representations, oral or written, express or implied,
10
between the parties other than as herein set forth. No amendment or modification of this
Agreement shall be valid unless the same is in writing and signed by the parties hereto. No
waiver of any of the provisions of this Agreement or any other agreement referred to herein
shall be valid unless in writing and signed by the party against whom enforcement is sought.
28. POST CLOSING PERFORMANCE: Seller and Purchaser agree to cooperate
with each other after the Closing and to execute and deliver any documents reasonably
necessary to effect the terms and conditions of this Agreement, including permitting and other
approvals.
29. WAIVER OF TRIAL BY JURY: Seller and Purchaser, to the extent they may
legally do so, hereby expressly waive any right to trial by jury of any claim, demand, action,
cause of action, or proceeding arising under or with respect to this Agreement, or in any way
connected with, or related to, or incidental to, the dealings of the parties hereto with respect to
this Agreement or the transactions related hereto or thereto, in each case whether now existing
or hereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To the
extent they may legally do so, Seller and Purchaser hereby agree that any such claim, demand,
action, cause of action, or proceeding shall be decided by a court trial without a jury and that
any party hereto may file an original counterpart or a copy of this Section with any court as
written evidence to the consent of the other party or parties hereto to waiver of its or their right
to trial by jury.
30. TIME FOR ACCEPTANCE: This Agreement, when duly executed by all of
t.".e r, Mies hereto, shall be binding upon the parties hereto, their heirs, representatives,
successors and assigns. In the event this Agreement and the Exchange Agreement have not
been duly and fully executed by Purchaser and Seller and duly executed counterparts delivered
to Purchaser and Seller by the tenth (10'') business day following an Affirmative Vote of the
Board of County Commissioners approving the Agreement and the Exchange Agreement, then
the offers herewith made by Purchaser and Seller shall terminate and this Agreement and the
Exchange Agreement shall be null and void.
31. APPROVAL OF BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH
FLORIDA, INC.: Notwithstanding anything to the contrary contained herein, this Agreement
and the Exchange Agreement are subject to and contingent upon approval by the Board of
Trustees of Baptist Health South Florida, Inc. If the Board of Trustees of Baptist Health South
Florida, Inc. does not approve the purchase of the Property prior to 5:00 p.m. on the last day of
the Inspection Period (or such later date as may be agreed to in writing by the parties hereto),
then this _Agreement and the Exchange Agreement shall be deemed to be terminated and of no
further force or effect. Purchaser shall promptly notify Seller of the action taken by the Board
of Trustees regarding this Agreement and the Exchange Agreement.
SIGNATURES ARE ON THE NEXT PAGE
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the day and year written below their respective signatures.
N-"PD).4
MONROE COUNTY, a political subdivision of the
State of Florida
By:
Narne: Michelle Coldiran
Title: Mayor
Dated: January 20, , 2021
PURCHASER:
FISHERMEN'S HEALTH, INC.,
a Florida not -for -profit corporation
By:
Ric I Freeb , eerie f Execut' cer
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Dated: January, 2021
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12
Execution Copy
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
A parcel of land lying in Section 9, Township 66 South, Range 32 East, Marathon, Monroe
County, State of Florida, and being more particularly described by metes and bounds as follows,
to -wit: Commencing at the intersection of the Northeasterly right of way line of 30th Street, also
known as Marathon Avenue, according to the recorded plat of Sombrero Subdivision No. 6, as
recorded in Plat book 2 at page 93 of the public records of Monroe county, and the Southeasterly
right of way line of U.S. Highway No. 1, also known as Overseas Highway, said point also being
the Northwest corner of lot B1, according to said plat of Sombrero Subdivision No. 6, thence
N73°53'03"E along the Southeasterly right of way line of said U.S. Highway No. 1 for a distance
of 352.00 feet to the Point of Beginning of the parcel of land hereinafter described; thence
N73°53'03"E continuing along the said Southeasterly right of way line of U.S. Highway No. 1
for a distance of 108.00 feet to the Northwest corner of the lands described in Official Records
Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence S 16°06'57"E
along the Southwesterly boundary line of the said lands described in Official Records Book
2862, at Page 1081 of the Public Records of Monroe County, Florida, for a distance of 400.00
feet to the Southwest corner of the said lands described in Official Records Book 2862, at Page
1081 of the Public Records of Monroe County, Florida; thence N73°53'03"E along the
Southeasterly boundary line of the said lands described in Official Records Book 2862, at Page
1081 of the Public Records of Monroe County, Florida, for a distance of 100.00 feet to the
Southeast corner of the said lands described in Official Records Book 2862, at Page 1081 of the
Public Records of Monroe County, Florida; thence S16°06'57"E along the Southwesterly
boundary line of the said lands described in Official Records Book 2862, at Page 1081 of the
Public Records of Monroe County, Florida, for a distance of 115.00 feet to the Southwest corner
of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of
Monroe County, Florida; thence S73°53'03"W for a distance of 197.00 feet to a point; thence
N16°06'57"W for a distance of 160.50 feet to a point; thence N61°06'57"W for a distance of
28.28 feet to a point; thence N16°06'57"W for a distance of 137.00 feet to a point; thence
N73°53'03"E for a distance of 20.00 feet to a point; thence N16'06'57"W for a distance of 98.00
feet to a point; thence S73°53'03"W for distance of 13.50 feet to a point; thence N16'06'57"W
for a distance of 67.50 feet to a point; thence N73 °53'03 "E for a distance of 2.50 feet to a point;
thence N16°06'57"W for a distance of 32.00 feet back to the Point of Beginning. Said parcel of
land contains 65,658.25 Square Feet or 1.51 Acres, more or less.
EXHIBIT "B"
LEGAL DESCRIPTION OF THE EXCHANGE PROPERTY
Lots A-4, B-4 and D-14, of SOMBRERO SUBDIVISION NO. 6, according to the Plat
thereof as recorded in Plat Book 2, Page 93, of the Public Records of Monroe County,
Florida.
Parcel ID # 00321730-000000
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Exhibit 2
Purchase and Sale Agreement
Conveying Fishermen's Property to County
Execution Copy
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT FOR PURCHASE AND SALE (the "Agreement") is made as of
the loth day of January , 2021 by and between MONROE COUNTY, a
political subdivision of the State of Florida, having it's address at 1100 Simonton Street, Suite 2-
216, Key West, Florida 33040 (hereinafter called "Purchaser"), and FISHERMEN'S
HEALTH, INC., a Florida not -for -profit corporation, having its address at 6855 Red Road,
Suite 600, Coral Gables, Florida 33143 (hereinafter called "Seller").
WITNESSETH:
WHEREAS, Seller is the owner of that certain parcel of land comprising 0.34+1- acres,
located at 2855 Overseas Highway, Marathon, Florida 33050, situated, lying and being in
Monroe County, Florida, and legally described in Exhibit "A" attached hereto, including the
land and all improvements thereto and thereon, all fixtures and equipment affixed or attached
thereto, and all easements, rights of way, privileges, appurtenances and other rights pertaining
thereto (hereinafter collectively referred to as the "Property"); and
WHEREAS, Seller is desirous of selling and conveying and Purchaser is desirous of
acquiring Seller's interest in the Property.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Seller
agrees to sell and convey and Purchaser agrees to acquire Seller's interest in the Property upon
the terms and conditions hereinafter set forth.
1. SALE -PURCHASE:
Seller hereby agrees to sell and convey to Purchaser its fee simple interest in and to the
Property, and Purchaser hereby agrees to purchase Seller's fee simple interest in and to the
Property, with such conveyance to be subject to and in accordance with the terms, provisions,
covenants and conditions more particularly set forth in this Agreement. Seller also agrees to
convey to Purchaser at Closing all of Seller's right, title and interest in and to all governmental
orders, resolutions, grants, site plans or approved plats, zoning approvals, development rights,
resolutions, permits and rights accruing to Seller as a result of its ownership of the Property, and
the operation of same, contract rights, easements, covenants, privileges, servitudes,
appurtenances, strips of land and roadways adjoining the Property, and other rights relating to the
Property (collectively the "Rights and Permits").
2. PURCHASE PRICE:
The purchase price ("Purchase Price") for the Property shall be One Million Four
Hundred Sixty Five Thousand and No1100 Dollars ($1,465,000.00), payable by Purchaser to
Seller by conveyance to Seller of that certain parcel of real property located at 3251 Overseas
Highway, Marathon, Florida 33050, and legally described in Exhibit "S" attached hereto (the
"Exchange Property"). The parties agree that for the purposes of this transaction that both the
Property and the Exchange Property are equal in value and that each has a fair market value of
$1,465,000.00. Concurrently with the execution of this Agreement, Purchaser and Seller have
executed an Agreement for Purchase and Sale of the Exchange Property (the "Exchange
Agreement"). At Closing, Seller shall deliver the documents described in Paragraph 9 below for
conveyance of the Property to Purchaser and Purchaser shall execute similar documents for
conveyance of the Exchange Property to Seller.
3. "AS IS" CONVEYANCE WITH INSPECTION PERIOD: Purchaser is
purchasing the Property in its "as -is" physical condition, specifically and expressly without any
warranties, representations or guarantees, either express or implied, of any kind, nature, or type
whatsoever from or on behalf of Seller, except those as otherwise expressly set forth in this
Agreement. Purchaser shall have until 5 :00 p.m. on the one hundred twentieth (120t') day
following the Effective Date, within which to conduct and complete its inspections and
evaluations of the Property and the records relating to the operation thereof (the "Inspection
Period"), which may include, but are not limited to, Phase I and Phase II environmental surveys
and soil tests. Seiler shall provide Purchaser and its employees and agents access to the Property
and to any contracts, operating expenses and such other information as the Purchaser may
reasonably request regarding the Property and the operation thereof. Seiler agrees to give
Purchaser and Purchaser's employees and agents reasonable access to the Property for the
purposes of conducting such inspections and evaluations as the Purchaser deems necessary. If
Purchaser provides Seiler with written notice that Purchaser is not satisfied with the Property
prior to 5:00 P.M. on the last day of the Inspection Period (the "Termination Notice"), this
Agreement shall be deemed to be terminated. To be effective written notice of termination must
be sent to Seller in accordance with the provisions of Section 18 below prior to the end of the
Inspection Period. If Purchaser terminates this Agreement, it shall, at its cost, repair any damage
to the Property resulting from its inspections and evaluations. Purchaser and its agents shall keep
the information obtained as a part of the due diligence confidential to the extent permitted by
law. Purchaser shall indemnify, defend and hold Seller harmless from and against any and all
action, demands, liabilities, loss, damage or expense, including, but not limited to, construction
liens and attorneys' fees, arising from or related to any incident, occurrence, damage, personal
injury or property damage resulting from Purchaser or Purchaser's agents, contractors,
employees, or anyone on Purchaser's behalf, performing Purchaser's examinations, inspections,
measurements and testing of and on the Property. Purchaser agrees to give Seller prior
reasonable advance notice of any inspections of the Property. Purchaser's indemnity and hold
harmless pursuant to this Section shall survive the termination or expiration of this Agreement by
Closing or otherwise. Within ten (10) days following the Effective Date, Seller will provide
Purchaser with copies of all environmental surveys, soil tests and other studies in the possession
of Seller or to which Seller has access, if any, which relate to the Property, and copies of any
service contracts, records, documents and notices relating to the Property in Seller's possession
or L111 L.1 VYV 'o • hich Seller has access. Seller acknowledges Purchaser may desire to discuss or otherwise
inquire about plans, documents, agreements and other records of various governmental entities,
districts and utilities regarding the Property or otherwise impacting, restricting, or affecting its
use or value ("Governmental Records") with various governmental entities and utilities. In this
regard, Purchaser is permitted to contact all necessary third parties and discuss with such third
parties the Governmental Records. In the event this Agreement is terminated the Exchange
Agreement shall also terminate.
4, PERMITTED EXCEPTIONS: This sale is being made and Purchaser shall take
title to the Property subject to the following (the "Permitted Exceptions"):
2
A. Taxes and assessments for the years 2021 and thereafter,
B. Restrictions, easements, covenants, conditions, limitations and reservations of
record, provided that this recital shall not operate to re -impose same.
C. Zoning and applicable governmental ordinances.
5. TITLE:
(A) Seller represents that it is the owner of the Property and that there is no
limitation or restriction upon or against its right to enter into this Agreement and to convey the
Property as herein provided.
(B) Purchaser may, at its discretion and expense, order a commitment for title
insurance (the "Title Insurance Commitment") from Chicago Title Insurance Company (the
"Title Insurer"). Purchaser, at its own expense, upon recording of the deed conveying title to
the Property from Seller to Purchaser, may obtain an owner's policy of title insurance in the
amount of the Purchase Price insuring Purchaser's title to the Property and, unless Purchaser
consents otherwise, subject only to those liens and encumbrances which shall be discharged by
Seller at or before Closing and the Permitted Exceptions. Purchaser will cause a copy of the
Title Insurance Commitment to be delivered to Seller's attorney within three (3) business days of
its receipt by Purchaser's attorney. Purchaser, within fifteen (15) days following the date on
which Purchaser receives the Title Insurance Commitment, shall deliver to Seller written notice
of--P-jrehaser's objections, if any, to any exceptions which render title to the Property
unmarketable or unusable for Purchaser's intended uses (the "Title Objections"). If Purchaser
fails to deliver such written notice or objection to Seller within such fifteen (15) day period,
Purchaser shall be deemed to have waived its right to object. In the event that Purchaser shall
provide Seller with any Title Objections, Seller shall promptly notify Purchaser following the
date of Purchaser's notice of such objections that either (a) the Title Objection has been, or will
be at or prior to Closing, satisfied or cured by Seller, or (b) the Title Objection will not be
satisfied or cured. If Seller notifies Purchaser that a Title Objection will not be satisfied or
cured, then Purchaser may elect either:
(i) to terminate this Agreement and the Exchange Agreement;
or
(ii) to take title as it then is, subject to any Title Objection
- -- --------
which Seller has notified Purchaser it will not satisfy or
cure, with the election of section (i) above or this section
(ii) to be made within ten (ld) business days following
receipt of notice from Seller described in Section 5(13)(b)
above, provided that if Purchaser fails to make an election
within the said ten (10) business day period, Purchaser shall
be deemed to have elected (i).
If Purchaser receives notice from Seller as described in Section 5(B)(b) above, and makes
a timely election of (ii) above, then:
3
(i) Purchaser shall be deemed to have agreed to accept title as
it then is, subject to any Title Objection which Seller has
notified Purchaser it will not satisfy or cure, without any
reduction in the Purchase Price;
(ii) all Title Objections described in Purchaser's notice under
Section 5(B)(b) above not to be satisfied or cured will
thenceforth be deemed Permitted Exceptions; and
(iii) this Agreement shall remain in full force and effect.
Seller shall have no affirmative obligation hereunder to expend any funds or incur any
liabilities in order to cause any title exceptions to be removed from the Title Insurance
Commitment, except that Seller shall pay, discharge or bond off any monetary lien or
encumbrance affecting the Property at or prior to Closing, provided such lien or encumbrance is
not created by Purchaser. Seller shall, prior to the Closing Date, obtain all resolutions and
approvals necessary for Seller to convey title to the Property to Purchaser, and to convey the
Rights and Permits to Purchaser.
6. SURVEY:
Purchaser may, at its sole cost and expense, order a survey (the "Survey") of the Property
prepared by a surveyor licensed to practice in the State of Florida and satisfactory to Purchaser,
duly_ certified to Purchaser, Purchaser's attorney, and to the Title Insurer. The Survey shall show
the Property, adjoining streets and roads, including the points of ingress and egress thereto, and
shall set forth the exact location of all easements on and upon the Property, together with all
rights -of -way and easements relating to the Property, and shall further reflect and certify there
are no encroachments either way with respect to the Property. In the event the Survey shows any
condition which shall render Seller's fee simple title other than good, marketable and insurable,
including, but not limited to, any encroachments, overlaps, gores, gaps, strips or hiatuses
(collectively, "Survey Defects"), Purchaser, within ten (10) days after receipt of the Survey, but
in no event later than the expiration of the Inspection Period, may deliver to Seller written notice
of those Survey Defects to which it objects. If Purchaser fails to deliver to Seller written notice
of Purchaser's objections to any Survey Defects within such period, then Purchaser shall be
deemed to have waived any right to such an objection and the Survey Defects shall thereafter be
deemed Permitted Exceptions. In the event that Purchaser shall so object to a Survey Defect,
then it shall be handled in the same manner as that of a Title Objection which is timely objected
to as set forth in Section 5(B) above.
7. CLOSING:
If all the conditions hereof are met the delivery of the deed, documents, money and other
acts necessary to accomplish the transactions provided for in this Agreement (the "Closing")
shall take place on the later of (i) thirty (30) days following the end of the Inspection Period, or
(ii) thirty (30) days after Seller has completed its new library and has vacated the Exchange
Property, unless extended in writing by the parties (the "Closing Date"). The Closing shall take
place in Monroe County, Florida, or at such other location as may be agreed upon by the parties.
4
The Closing on the purchase and sale of the Property is contingent upon a simultaneous closing
on the purchase and sale of the Exchange Property.
8. CLOSING COSTS AND ADJUSTMENTS:
At Closing, the following items shall be borne, adjusted, prorated or assumed by or
between Seller and Purchaser:
(A) Adjustments and Pro -rations:
(i) Real Estate Taxes: Taxes and assessments on the Property shall
be prorated through the Closing Date based on the 2020 ad valorem tax bili(s), with due
allowance made for the maximum allowable discount. Seller shall pay to Purchaser, at Closing,
the amount of the prorated taxes for the period of January 1, 2021 to the Closing.
(ii) Certified/Pending! Liens: Certified, confirmed and ratified
governmental liens as of the Closing Date and the outstanding balance on the wastewater special
assessment shall be paid by Seller. Any such liens or assessments for the current payable period
shall be prorated up to the Closing Date. Pending liens as of the Closing Date shall be assumed
by Purchaser, provided, however, that where the improvement has been substantially completed
as of the Closing Date, such pending lien shall be considered as certified, confirmed or ratified
and Seller shall, at Closing, be charged an amount equal to the last estimate by the public body,
of the assessment for the improvement.
(B) Closing Costs:
(i) Seller shall pay the following costs and expenses in connection
with the Closing: documentary stamps on the deed, all fees and costs incurred if Seller elects to
clear title to the Property, the cost of lien searches, Seller's attorneys' fees, the cost of obtaining
and recording any corrective instruments, and the costs of discharging any monetary liens on the
Property.
(ii) Purchaser shall pay the following casts and expenses in connection
with the Closing: the cost of the Purchaser's inspections of the Property, the cost of title searches
and title insurance, the cost of recording the Deed, Purchaser's attorneys' fees, the cost of the
Survey, if ordered by Purchaser, and the cost of environmental surveys and soils tests of the
Property.
°. DECLARATION OF RESTRICTIONS.
At Closing Purchaser and Seller shall execute a Declaration of Restrictions in the form of
Exhibit "C" attached hereto (the "Declaration"), which shall be recorded in the Public Records
of Monroe County, Florida, at the time of Closing.
10. CLOSING DOCUMENTS:
(A) Seller's Documents at Closing: At Closing, Seller shall execute and/or
deliver to Purchaser the following:
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(i) A Special Warranty Deed (the "Deed"), subject only to the
Permitted Exceptions;
(ii) Four (4) executed Closing Statements itemizing the dollar amounts
of all financial matters related to the Closing, including the adjustments and pro -rations provided
herein;
(iii) A FIRPTA Withholding Certificate or non -foreign certification
satisfactory in form and substance to avoid transferee liability under Section 1445, Internal
Revenue Code of 1954, as amended;
(iv) A certified copy of a Seller resolution authorizing the execution of
this Agreement by the Seller, authorizing the sale of the Property to the Purchaser as provided
herein, and providing the names and titles of the individuals authorized to execute and deliver the
Special Warranty Deed and other required closing documents;
(v) Seller's executed title affidavit, including mechanic's lien,
possession and gap provisions, all in form sufficient to enable the Title Insurer to delete the
standard exceptions (e.g. the Gap, construction liens and parties in possession) from Purchaser's
owner's title insurance policy;
(vi) Such corrective instruments as may be required to satisfy or cure
any Title Objections Seller has elected to satisfy or cure;
(vii) An Assignment of Rights and Permits (including zoning and
development rights) relating to the Property; and
(viii) Any other documents reasonably required under the Title
Insurance Commitment or otherwise necessary or advisable to consummate the transactions
contemplated hereby.
(B) Purchaser's Documents at Closing: At Closing, Purchaser shall execute
and/or deliver to Seller the following:
(i) Four (4) executed counterparts of the Closing Statement;
(ii) Any other documents reasonably necessary or advisable to
consummate the transaction contemplated hereby.
(C) Concurrently with the delivery of the foregoing documents the parties
shall execute and deliver the Closing documents for the Exchange Property and Purchaser shall
execute and deliver the Declaration to Seller for recording.
11. RADON GAS: In accordance with Section 404.056, Florida Statues, Seller
hereby notifies Purchaser as follows: 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
0
found in buildings in Florida; and additional information regarding radon and radon testing may
be obtained from the Miami -Dade County health department.
12. FAILURE OF PERFORMANCE: If Seller fails to perform this Agreement
within the times specified, Purchaser may elect to terminate this Agreement and the Exchange
Agreement. The waiver by one party of any condition or of any subsequent breach of the same
or any other term, covenant, or condition herein contained shall not be deemed to be a waiver of
any other condition or of any subsequent breach of the same or any other term, covenant or
condition contained herein.
13. ATTORNEY'S FEES: Should Seller and/or Purchaser employ an attorney or
attorneys to enforce any of the provisions hereof, or to protect its interest or enforce its rights in
any matter arising under this Agreement, the party prevailing shall be entitled to payment by the
other party of all reasonable costs, charges and expenses, including reasonable attorneys' fees
and costs in all pre-trial, trial and appellate levels, expended or incurred in connection therewith
by the prevailing party.
14. AFFIRMATIVE COVENANTS OF SELLER:
(A) From and after the Effective Date, Seller will (i) refrain from creating or
incurring any mortgage, lien, pledge or other encumbrances in any way affecting the Property or
any portion thereof; (ii) observe all laws, ordinances, regulation, and restrictions affecting the
Property or any portion thereof and its use until the Closing; (iii) refrain from entering into any
leases, easements, covenants or other agreements affecting the Property; and (iv) neither transfer
nor remove any fixtures or equipment belonging to the Property, except for purposes of
replacement thereof, in which cases such replacements shall be promptly installed prior to
Closing and shall be comparable in quality to the items being replaced.
(B) Prior to the Closing Date Seller shall cause all leases and other occupancy
agreements affecting the Property to be terminated and shall cause all furnishings within the
Property to be removed. The Property shall be delivered to Purchaser at Closing free of any
tenants or occupants and in broom clean condition.
15. REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
PROPERTY: Seller hereby represents and warrants to Purchaser that, as of the date hereof:
(A) No Condemnation Pending or Threatened: Seller has no knowledge of
any pending or threatened condemnation or similar proceeding affecting the Property or any
portion thereof.
(B) Seller's Authority: Seller has, full right, power and authority to perform
this Agreement and doing so will not result in breach of, or constitute any default under, or result
in the imposition of, any lien or encumbrance upon the Property or any portion thereof under any
agreement or other instrument to which Seller is a party or by which Seller or the Property may
be bound. The execution and delivery of this Agreement by Seller, and the consummation by
Seller of the transactions contemplated hereby or the performance by Seller of its obligations
does not require consent or approval of any governmental authority. Seller is not a "foreign
person" as defined in Section 1445 of the Internal Revenue Code of 1954, as amended.
7
(C) Pendine Litigation: Seller has not received notice of any legal actions,
suits, or other legal or administrative proceedings pending or threatened, which affect or could
affect the Property or any portion thereof, and Seller is not aware of any facts which might result
in any such action, suit or other proceedings,
(D) Possession: There are no leases, subleases, licenses or occupancy
agreements (written or verbal) which affect or relate to the Property.
(E) Cam liance with Laws: To Seller's knowledge, Seller has not received
any notice that the Property and/or the present use thereof is not in compliance with applicable
laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the
Property and to the best of Seller's knowledge, there are no outstanding orders, judgments,
injunctions, awards or decrees of any court, governmental or regulatory body or arbitration
tribunal against or involving Seller which could have a material or adverse effect on the Property
or the use, condition or operation thereof.
(F) No Violation of Zoning Laws: To Seller's knowledge, no zoning,
building or similar law, ordinance or regulation is, as of the Effective Date, being violated by the
continued maintenance, operation or use of any buildings, improvements or structures presently
erected on the Property. To Seller's knowledge, there are no uncured violations of federal, state
or municipal laws (including, without limitation, sales tax laws, ordinances, orders, regulations
or requirements) affecting any portion of the Property.
(G) No Hazardous Materials: To Seller's knowledge, the Property is not
contaminated with any chemical, material or substance to which exposure is prohibited, limited
or regulated by any federal, state, county, local or regional authority or which is known to pose a
hazard to health and safety; and Seller has no knowledge that the Property has ever been used for
a landfill, dump site, underground improvements, storage of hazardous or regulated substances,
or by a manufacturer of any product or for any other industrial.
(H) Underlying Structure: Seller has no knowledge of sinkholes, caverns,
faults, conduits, voids, mines, or other geological anomalies which could affect the development
of the Property.
(I} Special Assessments: There are no special assessments affecting the
Property.
Seller agrees that the foregoing representations and warranties shall survive the Closing for a
period of one year.
16. BROKERAGE: Seller and Purchaser represent and warrant to each other that no
brokers have been engaged to represent them in connection with the negotiations of this
Agreement and/or the consummation of the purchase and sale contemplated hereby. Seller and
Purchaser each hereby agrees to indemnify and hold the other harmless from all loss, cost,
damage or expense (including reasonable attorneys' fees) incurred by the other as a result of any
claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission,
finder's fee or similar compensation made by any broker, finder or any party who claims to have
8
dealt with such party. The representations, warranties and indemnities contained in this Section
shall survive the Closing.
17. RISK OF LOSS: In the event of damage or destruction to the Property or any
portion thereof prior to the Closing, Purchaser and Seller shall consummate this Agreement,
provided that Seller shall assign to Purchaser its right under all insurance policies covering such
damage or destruction.
18. CONDEMNATION OR EMINENT DOMAIN: In the event of any
condemnation or eminent domain proceedings for any public or quasi -public purposes at any
time prior to Closing, resulting in a taking of any part or all of the Property, Purchaser shall have
the option (i) to cancel this Agreement, in which event this Agreement shall be of no further
force and effect; or (ii) to close the transaction contemplated by this Agreement, in which event
the Purchase Price shall not be adjusted, provided, however, that Seller shall pay over or assign
any condemnation or eminent domain award to Purchaser in respect to any condemnation or
eminent domain proceeding subsequent to the Effective Date. Seller agrees not to enter into any
settlement of any condemnation proceedings or eminent domain award without the prior written
consent of Purchaser.
NOTICES: Any and all notices, requests, demands, consents, approvals or other
communications hereunder shall be in writing and sent addressed to the parties as follows:
As to Purchaser: Monroe County, Florida
Kevin G. Wilson, ACA
1100 Simonton Street, Suite 206
Key West, Florida 33040
Tel: (305) 292-4529
Email: Wilson-Kevin@MonroeCountyFL.Gov
Adele V. Stones
With a copy to: Oropeza, Stones & Cardenas
221 Simonton Street
Key West, Florida 33040
Tel: (305) 849-2352
Email: Ginny@keyslaw.net
As to Seller: Kathleen S. Moorman, Vice President
Baptist Health Enterprises, Inc.
6855 Red Road, Suite 600
Coral Gables, Florida 33143
Tel: (786) 662-7386
Email: kathleenmo@baptisthealth.net
0
With a copy to: Kyle R. Saxon, Esq.
Saxon & Fink, LLP
2121 Ponce De Leon Boulevard, Suite 740
Coral Gables, Florida 33134
Tel: 305-371-9575
Email: kylesaxon@saxonfink.com
Any such notices shall be either (a) sent by certified mail, return receipt requested, in which case
notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the
U.S. mail, or (b) sent by a nationally recognized overnight courier, in which case notice shall be
deemed delivered one (1) business day after being deposited during business hours with such
courier, or (c) sent on a business day by email followed by a copy sent first class mail, postage
prepaid, deposited in the U.S. Mail on the same day that the email is sent, in which case notice
shall be deemed delivered on the day the email is sent. The above addresses may be changed by
written notice to the other party; provided, however, that no notice of a change of address shall
be effective until actual receipt of such notice.
19. INTERPRETATIONS: This Agreement shall not be construed more strictly
against one party than against the other merely by virtue of the fact that it may have been
prepared by counsel for one of the parties, it being recognized that both Seller and Purchaser
have contributed to the preparation of this Agreement.
20. CAPTIONS AND HEADINGS: Captions and Article headings contained in this
Agrees iesit are for convenience and reference only and in no way define, describe, extend or
limit the scope or intent of this Agreement nor the intent of any provision hereof.
21. NO WAIVER: No waiver of any provision of this Agreement shall be effective
unless it is in writing, signed by the party against whom it is asserted and any such written
waiver shall only be applicable to the specific instance to which it related and shall not be
deemed to be a continuing or future waiver.
22. COUNTERPARTS: This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which shall constitute
one and the same agreement. An electronic or PDF signature of an executed counterpart shall
have the same validity as an original signature.
23. BINDING EFFECT: This Agreement shall inure to the benefit of and shall be
binding upon the parties hereto and their respective successors and permitted assigns.
24. GOVERNING LAW: This Agreement shall be construed and interpreted
according to the internal laws of the State of Florida.
25. INTERPRETATION: Wherever used in this Agreement, "ate" means "any and
all"; "include" and "including" each are without limitation; "may not" and other negative forms
of the verb "may" each are prohibitory; and "will", "must", and "should" each are mandatory.
Unless this Agreement expressly or necessarily requires otherwise (i) any time period measured
in "dam" (and not "business days") means consecutive calendar days, except that the expiration
10
of any time period measured in days that expires on a Saturday, Sunday or legal holiday
automatically will be extended to the next day so that it is not a Saturday, Sunday or legal
holiday; (ii) any action is at the sole expense of the party required to take it; and (iii) the scope of
any indemnity includes any costs and expenses, including reasonable attorneys' fees incurred
through all appellate levels, whether suit be instituted or not, incurred in defending any
indemnified claim, or in enforcing the indemnity, or both.
26. NO RECORDING: Neither Purchaser nor Seller shall record this Agreement or
any memorandum thereof.
27. TIME OF THE ESSENCE: Purchaser and Seller mutually agree that time is of
the essence throughout the term of this Agreement and every provision hereof in which time is
an element. No extension of time for performance of any obligations or acts shall be deemed an
extension of time for performance of any other obligations or acts. If any date for performance
of any terms, conditions or provisions hereof shall fall on a Saturday, Sunday or legal holiday,
then the time of such performance shall be extended to the next business day thereafter.
28. ENTIRE AGREEMENT: This Agreement and the Exhibits attached hereto
contain the entire agreement between the parties. There are no promises, agreements, conditions,
undertakings, warranties, or representations, oral or written, express or implied, between the
parties other than as herein set forth. No amendment or modification of this Agreement shall be
valid unless the same is in writing and signed by the parties hereto. No waiver of any of the
provisions of this Agreement or any other agreement referred to herein shall be valid unless in
writing -and signed by the party against whom enforcement is sought.
29. POST CLOSING PERFORMANCE: Seller and Purchaser agree to cooperate
with each other after the Closing and to execute and deliver any documents reasonably necessary
to effect the terms and conditions of this Agreement.
30. WAIVER OF TRIAL BY JURY: Seller and Purchaser, to the extent they may
legally do so, hereby expressly waive any right to trial by jury of any claim, demand, action,
cause of action, or proceeding arising under or with respect to this Agreement, or in any way
connected with, or related to, or incidental to, the dealings of the parties hereto with respect to
this Agreement or the transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To the
extent they may legally do so, Seller and Purchaser hereby agree that any such claim, demand,
action, cause of action, or proceeding shall be decided by a court trial without a jury and that any
party hereto may file an original counterpart or a copy of this Section with any court as written
evidence to the consent of the other party or parties hereto to waiver of its or their right to trial by
jury.
31. TIME FOR ACCEPTANCE: This Agreement, when duly executed by all of
the parties hereto, shall be binding upon the parties hereto, their heirs, representatives, successors
and assigns. In the event this Agreement and the Exchange Agreement have not been duly and
fully executed by Purchaser and Seller and duly executed counterparts delivered to Purchaser
and Seller by the tenth (I Qt') business day following an Affirmative Vote of the Board of County
Commissioners approving the Agreement and the Exchange Agreement, then the offers herewith
11
made by Purchaser and Seller shall terminate and this Agreement and the Exchange Agreement
shall be null and void.
32. APPROVAL OF BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH
FLORIDA, INC.: Notwithstanding anything to the contrary contained herein, this Agreement
and the Exchange Agreement are subject to and contingent upon approval by the Board of
Trustees of Baptist Health South Florida, Inc. If the Board of Trustees of Baptist Health South
Florida, Inc, does not approve the purchase of the Property prior to 5:00 p.m. on the last day of
the Inspection Period (or such later date as may be agreed to in writing by the parties hereto),
then this Agreement and the Exchange Agreement shall be deemed to be terminated and of no
further force or effect. Seller shall promptly notify Purchaser of the action taken by the Board of
Trustees regarding this Agreement and the Exchange Agreement.
SIGNATURES ARE ON THE NEXT PAGE
12
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
and year written below their respective signatures.
SELLER:
FISHERMEN'S HEALTH, INC.,
a Florida not -for -profit corporation
N K, CLERK
By: Free_6ufg�,-Chief
DE CLERK Executi 1C icer
Dated: January _V_, 2021
PURCHASER:
00
MONROE COUNTY, a political subdivision of the
State of Florida
co F:
Name: Michelle Coldiron
Title: Mayor
Dated: January 20, ,2021
13
Execution Copy
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
Lots A-4, B-4 and D-14, of SOMBRERO SUBDIVISION NO. 6, according to the Plat
thereof as recorded in Plat Book 2, Page 93, of the Public Records of Monroe County,
Florida.
Parcel ID # 00321730-000000
EXHIBIT "B"
LEGAL DESCRIPTION OF THE EXCHANGE PROPERTY
A parcel of land lying in Section 9, Township 66 South, Range 32 East, Marathon, Monroe
County, State of Florida, and being more particularly described by metes and bounds as follows,
to -wit: Commencing at the intersection of the Northeasterly right of way line of 30th Street, also
known as Marathon Avenue, according to the recorded plat of Sombrero Subdivision No. 6, as
recorded in Plat book 2 at page 93 of the public records of Monroe county, and the Southeasterly
right of way line of U.S. Highway No. 1, also known as Overseas Highway, said point also being
the Northwest corner of lot B1, according to said plat of Sombrero Subdivision No. 6, thence
N73053'03"E along the Southeasterly right of way line of said U.S. Highway No. 1 for a distance
of 352.00 feet to the Point of Beginning of the parcel of land hereinafter described; thence
N73153'03"E continuing along the said Southeasterly right of way line of U.S. Highway No. 1
for a distance of 108.00 feet to the Northwest corner of the lands described in Official Records
Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence S16-06'57"E
along the Southwesterly boundary line of the said lands described in Official Records Book
2862, at Page 1081 of the Public Records of Monroe County, Florida, for a distance of 400.00
feet to the Southwest corner of the said lands described in Official Records Book 2862, at Page
1081 of the Public Records of Monroe County, Florida; thence N73°53'03"E along the
Southeasterly boundary line of the said lands described in Official Records Book 2862, at Page
1081 of the Public Records of Monroe County, Florida, for a distance of 100.00 feet to the
Southeast corner of the said lands described in Official Records Book 2862, at Page 1081 of the
Public Records of Monroe County, Florida; thence S16°06'57"E along the Southwesterly
boundary line of the said lands described in Official Records Book 2862, at Page 1081 of the
Public Records of Monroe County, Florida, for a distance of 115.00 feet to the Southwest corner
of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of
Monroe County, Florida; thence S73°53'03"W for a distance of 197.00 feet to a point; thence
N16°06'57"W for a distance of 160.50 feet to a point; thence N61°06'57"W for a distance of
28.28 feet to a point; thence N16°06'57"W for a distance of 137.00 feet to a point; thence
N73°53'03"E for a distance of 20.00 feet to a point; thence N16°06'57"W for a distance of 98.00
feet to a point; thence S73°53'03"W for distance of 13.50 feet to a point; thence N16°06'57"W
for a distance of 67.50 feet to a point; thence N73°53'03"E for a distance of 2.50 feet to a point;
thence N16°06'57"W for a distance of 32.00 feet back to the Point of Beginning. Said parcel of
land contains 65,658.25 Square Feet or 1.51 Acres, more or less.
15
EXHIBIT "C"
DECLARATION OF RESTRICTONS
This instrument was prepared by:
Name: Kyle R. Saxon, Esq.
Address: Saxon & Fink, LLP
2121 Ponce De Leon Blvd., Suite 740
Coral Gables, Florida 33134
DECLARATION OF RESTRICTIONS
THIS DECLARATION OF RESTRICTIONS (the "Declaration") is made and
entered into as of the day of , 2021, by FISHERMEN'S HEALTH,
INC., a Florida not -far -profit corporation (hereafter referred to as "Fishermen's") and
MONROE COUNTY, a political subdivision of the State of Florida (hereafter referred to as
"Monroe County").
WITNESSETH THAT:
WHEREAS, Fishermen's is the owner of the developed real property legally described
in Exuii it "A" attached hereto (the "Property"), and
WHEREAS, Fishermen's has agreed to sell the Property to Monroe County, and
WHEREAS, a condition of Fishermen's selling the Property to Monroe County is the
execution and recording of this Declaration,
NOW, THEREFORE, in consideration of Fishermen's selling the Property to Monroe
County and other valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. The foregoing recitals are true, correct and are incorporated herein by this reference as
if set forth in their entirety.
2. Neither Monroe County nor any successor owner of the Property shall develop or
utilize the Property for medical offices or medical related uses, including, but not limited to a day
hospital or short-term hospital, an outpatient or urgent care facility, a free standing emergency
department, a dedicated emergency department, an ambulatory surgery facility or other type of
facility that provides outpatient surgery, or an endoscopy facility (collectively "Medical Uses"),
or permit any tenant, lessee or assignee to utilize the Property for Medical Uses.
16
3. The limitations, covenants and restrictions contained in this Declaration shall be
for the benefit Fishermen's. This Declaration shall be recorded in the Public Records of Monroe
County, Florida, shall constitute a covenant running with the land and shall remain in full force
and effect and be binding on the owners of the Property until such time as this Declaration is
modified or terminated.
4. This Declaration shall be binding on the owners on the Property for a period of
fifteen (15) years from the date this Declaration is recorded in the Public Records of Monroe
County, Florida, after which time this Declaration shall terminate and be of no further force or
effect.
5. Fishermen's, and its successor, if applicable, shall have the right to enforce the terms and
conditions of this Declaration, at law or in equity, to prevent the occurrence or continuance of
any violation of any provision of this Declaration. In the event enforcement of the terms of this
Declaration becomes necessary, the party violating the terms or conditions of this Declaration
shall be liable to Fishermen's or its successor for all costs and fees incurred by Fishermen's or its
successor in enforcing the terms of this Declaration, including reasonable attorneys' fees at the
trial and appellate levels.
-- --&-This Declaration may be modified or amended only upon written agreement executed by
Fishermen's and Monroe County, or their successors, if applicable.
7. The invalidation of any one of the limitations, covenants or restrictions contained herein
shall not affect or invalidate any of the remaining limitations, covenants and restrictions, which
shall remain in full force and effect.
S. This Declaration shall not restrict Monroe County or any successor owner of the Property
from selling, assigning or conveying its interest in the Property or placing a mortgage on the
Property.
9. The failure of Fishermen's, or its successor, if applicable, to insist upon strict performance
o-� any -of the terms or conditions of this Declaration shall not be deemed to be a waiver of any
rights that Fishermen's, or its successor, if applicable, may have hereunder or at law or equity
and shall not be deemed a waiver of any subsequent breach or violation.
10. This Declaration shall be binding on Fishermen's and Monroe County and their
respective successors and assigns and upon any successor owners of the Property.
17
11. The invalidation of any provision of this Declaration by judgment or court order shall in
no way affect any other provisions of this Declaration.
12. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the
Property to the general public or for the general public or for any public purpose whatsoever.
13. This Agreement shall be governed by and construed in accordance with the internal laws
of the State of Florida. Venue for any action arising out of, or in any way connected with this
Agreement, shall be in the Circuit Court in Monroe County, Florida.
IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be executed
by their authorized representatives as of the day and year first above written
(Signatures are on the next pages)
18
Signed, sealed and delivered
In the presence of:
MONROE COUNTY, a political
subdivision of the State of Florida
Name:
Name:
Name:
Title:
STATE OF FLORIDA
COUNTY OF MONROE
The foregoing instrument was acknowledged before me by means of physical
presence or online notarization, this day of , 2021, by
,as _
subdivision of the State of Florida.
not take an oath.
He/she is
of MONROE COUNTY, a political
personally known to me or has produced
as identification and did
Notary Public, State of Florida
My Commission Expires:
MONROE CO ❑
APPR FTTR
❑
ER7 41HILUNGER, JR.
19
Signed, sealed and delivered
In the presence of:
FISHERMEN'S HEALTH, INC., a Florida
not -for -profit corporation
Name:
Name: By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of physical
presence or online notarization, this day of , 2021, by
the of FISHERMEN'S HEALTH, INC., a
Florida not -for -profit corporation. He is personally known to me or has produced
as identification and did
not take an oath.
Notary Public, State of Florida
My Commission Expires:
20
EXHIBIT "A" TO DECLARATION
LEGAL DESCRIPTION OF THE PROPERTY
Lots A-4, B-4 and D-14, of SOMBRERO SUBDIVISION NO. G, according to the Plat
thereof as recorded in Plat Book 2, Page 93, of the Public Records of Monroe County,
Florida.
Parcel ID # 00321730-000000
21
Exhibit 3
Published Notice of Intent to Exchange County Property
KEYIVWEST
C,=N
The Florida Keys Only Daify Newspaper, Est. 1876
PO Box 1800, Key West FL 33041
P, (305) 292-7777 ext. 219 F- (305) 295-8025
legalsakeysnews. com
MONROE CO ATTORNEY
1111 12TH ST SUITE 408
KEY WEST FL 33040
Account: 137379 Ticket: 373661
PUBLISHER'S AFFIDAVIT
STATE OF FLORIDA
COUNTY OF MONROE
Before the undersigned authority personally appeared
�V, 4 C �U( who on oath says that he or she is
L_C) of the Key West Citizen, a daily news-
paper published in Key West, in Monroe County, Florida; that the attached copy
of advertsment, being a legal notice in the matter of Notice to Exchange Property
was published in said newspaper in the issues of:
Wednesday, January 6, 2021
Wednesday, January 13, 2021
Affiant further says that the Key West Citizen is a newspaper published in Key
West, in said Monroe County, Florida and that the said newspapers has hereto-
fore been continuously published in said Monroe County, Florida every day, and
has been entered as periodicals matter at the post office in Key West, in said
Monroe County, Florida, for a period of 1 year next preoeding the first publication
of the attached copy of advertisement; and of iiant further says that he or she has
neither paid nor promised an erson, firm or corporation any discount, rebate,
commission or refund for t r3orpase of
ti� in the securing this advertisement for pubiica-
/1 laid newspa ii
{Stnature of Affiant.j�--
Affirmed and sub ibed before me this 8th day of January 2021
(No ary Pu lic ignature)
I./"•,I_ .II Ch
(Nro6ry Public Pri ted Name)
�� (Notary Seal)
My commission expires
Personally Known X Produced Identification
Type of Identification Produced
E
tautrleStec d Florida
ar nmemon HH t>♦ =
Oyrj5r20Z3
NOTICE OF IKEN[T TO EKCHANGE
COUmx PROPERTY
NOTICE IS HEREBY GIVEN PURSUANT
TO FS. €25.37 that the Board of Coun-
ty Commissioners of Monroe County,
Florida shall meet on January 20, 2021,
at 9-W a.m. at the Marathon Govern-
ment Center, 2798 Overseas Highway,
Marathon, Floafda, or as soon there-
after as may be heard to consider the
adoption of a resolution authorizing
the exchange of a portion of real pro
erty owned by Monroe County, I M
ida, located at 3251 Overseas H'rgh-
way, Irtarathon. Florida (Parcel A)for
real property owned by Fishermen's
Health, Inc., located at 2655 Overseas
Highway, Marathon, Florida (Parcel el 8).
The purpose of the exchange is to pro-
vide for better health care and facilities
for the citizens of Monroe County and
to provide for additional office space
for Constitutional Officers and County
Departments.
Due to COVID precautions, the public
can part' klpate in the meeting via the
Zoom platform by:
Telephone: Dial (646) 518.9805 or (669)
900-6833. When prompted, enter the
WebinarlD091310168691 followed by
the 0 key, then *9 to be recognized by
the host when item is called.
Video Conference via Zoom link: bUait
i ffl
When prompted, sneer your email
address and name. When the item is
called, select the "Raised Hand" fea•
tune that appears at the bottom of the
screen to be recognized by the host.
To report problems with the broadcast
or participation in the Zoom wehinar,
please call (305) 872-9831.
COUNTY PROPERTY IParcei A]
The County property is the current Mar,
athon branch library, which has a street
address of 3251 Overseas Highway,
Marathon, Florida and a portion of the
parcel with ID number of 00102310-
D00000. The County intends to con-
vey a portion of that property (Parcel
A) that has a legal description as fol-
lows: A parcel of land lying in Section
9, Township 66 South, Range 32 East,
Marathon, Monroe County, State of
Florida, and being more particularly de-
scribed by metes and bounds as follows,
to -wit: Commencing at the intersection
of the Northeasterly right of wayy line
of 30th Street, also known as fUara-
thon Avenue, according to the record•
ed plat of Somllrera Subdivision No. k
as recorded in Plat Book 2 at Paggee 93
of the Public Records of Monroe Coun-
ty. Florida and the Southeasterly right
of way line of U.S. Highway No, 1, also
known as Overseas Highway, said point
also being the Northwest corner of Lot
B1, actardinq to said plat of Sombrero
Subdivision No. 5, thence N73"53'03"E
along the Southeasterly right of way
line of said U.S. Highway No. I for a
distance of 352-00 feet to the Point of
Beginning of the parcel of land here-
inafter described; thence N73"53'03"E
continuing along the said Southeast-
erly right of way line of U.S. Highway
No. 1 for a distance of 108.00 fee to
the Northwest comer of the {ands de-
scribed in official Records Book 2862,
at Page 1081 of the Public Records
of Monroe County, Florida; thence
516'06'57"E along the Southwester-
ly boundary line of the said lands de-
scribed in Official Records Book 2862,
at Page 1091 of the Public Records of
Monroe County, Florida, for a distance
of 400,00 feet to the Southwest corner
of the said lands described in Official
Records Book 2862, at Page 1081 of
the Public Records of Monroe County,
Florida; thence N73°53'031 along the
Southeasterly boundary line of the said
lands described in Official Records Book
2862, at Page 1081 of the Public Re-
cords of Monroe County, Florida for a
distance of 100,00 feet to the Southeast
corner of the said lands described in Of-
ficial Records Book 2862, at Page 1081
of the Public Records of Monroe Coun-
ty, Florida; thence S16'06'57•E along
the Southwesterly boundary line of the
said lands described in Official Records
Book 2862, at Page 1081 of the Public
Records of Monroe County, Florida, for
a distance of 115.00 feet to the South-
west corner of the said lands described
Official Records Book 2862 at;age
1091 of the Public Records R Monroe
County, Florida; thence 573°53'03"W
for a distance of 197,00 feet to a
point; thence N16'W57"W for a dis-
tance of 160.50 feet to a point; thence
N61*06'57'W for a distance of 28,28
feet to a point; thence N16"M'S7"W
for a distance of 137.W feet to a
point; thence N73.53'03"E far a dis-
tance of 20.00 feet to a point; thence
N16°06'57"W for a distance of 98.00
feet to a point; thence 573°53'03"W
for a distance of 13.50 feet to a
point; thence N1fi"O6'S7-w for a dis-
tance of 67.50 feet to a point; thence
N73°53'03"E for a distance of 2.50 feet
to a point; thence N 16°06'57' W for a
distance of 32.00 feet back to the Point
of Beginning Said parcel of land con-
tains 65,658-25 Square Feet or 1.51
Acres, more or less.
THE FISHERMEN'S HEALTH, INC-
PROPERTY (Parcel B)
The Fishermen's Health. Inc. property
is located at 2855 Overseas Highway,
Marathon, Florida and has a parcel ID
number of 00321730-000000. The legal
description Is as follows: Lots Ad, 8-0
and D-14, of SOMBRERO SUBDIVISION
NO.6, according to the Plat thereof as
recorded in Plat Book 2, Page 93. of
the Public Records of Monroe County,
Flafida.
TERMS AND CONDITIONS OF
PROP05ED EXCHANGE
The County and Fishermen's Health,
lnc. agree to convey to each other ti-
tle to their respective parcels by good
and sufficient deeds, free and clear
of al! liens and encumbrances, except
that Parcel B will be encumbered by
a restrictive covenant prohibiting the
County or any successors In interest
from developing or utifixing Parcel B
for medical offices or medical related
uses for a period of 15 years. Fisher-
men's Health, Inc. will pay off a sew-
er assessment lien on Parcel B in the
amount of $7,981.82. Fishermen's
Health, Inc. will pay any and all docu-
mentsry stamp fees required to be paid
on both properties. The closing shall
take place on the latter of thirty (30)
days after the end of the 120 day in-
spection period or after the County has
completed its new library and vacated
Parcel A, unless extended in writing by
the parties. The closing on each proper-
ty is contingent on simultaneous clos-
ing an the other property. Both pmp-
erhes are being conveyed "as is" with
respect to physical condition,
Copies of the proposed Resolution and
supporting documentation may he ob-
tained from the County Attorney's of-
fice, I I11 12th Street, Suite 408, Key
West, FL 33040 or online at: bna-.l
atonroeSount Lyf inm2 �,amlCifirPn�ho_.
tail MaaYinnacnr7ir5-iYxs
AaA ASSISTANCE* If you are a person
with a disability who needs special ac-
cominwations to participate, Contact
(305) 292-MI, between the hours of
8:30a.M. — 5..'OOp.m., prior to the srhed-
uh:d meeting; if ou are hearfny ar
voice -impaired call 7116.
Dated at Key West Florida, this 30th
day of December, 2020.
KEVIN MADOK, Clerk of
the Circuit Court and ex officio Clerk of
the Board of County Commissioners of
Monroe County, Florida
{SEAL}
1l0121 &1113121 Key West Citizen
WEEKL
Published Weekly
Marathon, Monroe County, Florida
STATE OF FLORIDA
COUNTY OF MONROE
Before the undersigned authority
personally appeared JASON KOLER who
on oath, says that he is PUBLISHER of
the WEEKLY NEWSPAPERS, a weekly
newspaper published in Marathon, in
Monroe county, Florida: that the
attached copy of advertisement was
published in said newspaper in the
issues of: (date(s) of publication)
Affiant further says that the said WEEKLY
NEWSPAPERS is a newspaper published
at Marathon, in said Monroe County,
Florida, and that the said newspaper has
heretofore been continuously published
In said Monroe County, Florida, once
each week (on Thursday) and has been
yual�leu as a second class mail matter at
the post office in Marathon, In Monroe
County, Florida, for a period of one year
next preceding the first publication of
the attached copy of advertisement. The
affiant further says that he has neither
paid nor promised any person, firm, or
corporation any discount, rebate,
commission or refund for the purpose of
securing this advertisement for
publication in the said newspaper(s) and
that The Why_ NessrUW"r.5 is in full
Legal god
Official. AdyWisements.
Swom to and subscribed before me
this /'flay of7-Ar- , 2021.
(SEAL)
Notary
TEARYPATTERSON
'' •MY Cdliytls3" X GG 10W
ExPIRES: i7saerrr w 17. M21
�_ iiorld�d Ttl1{I WOEIIy PIIii�C Lhm�rw■rs
WZZRLT
Published Weekly
Marathon, Monroe County, Florida
STATE OF FLORIDA
COUNTY OF MONROE
Before the undersigned authority
personally appeared JASON KOLER who
on oath, says that he is PUBLISHER of
the WEEKLY NEWSPAPERS, a weekly
newspaper published in Marathon, in
Monroe County, Florida: that the
attached copy of advertisement was
published in said newspaper in the
issues of: (date(s) of publication)
Affiant further saysthatthe said WEEKLY
NEWSPAPERS is a newspaper published
at Marathon, in said Monroe County,
Florida, and that the said newspaper has
heretofore been continuously published
In said Monroe County, Florida, once
each week (on Thursday) and has been
-qualified as a-seccDnd class mall matter at
the post office in Marathon, In Monroe
County, Florida, for a period of one year
next preceding the first publication of
the attached copy of advertisement. The
affiant further says that he has nether
paid nor promised any person, firm, or
corporation any discount, rebate,
commission or refund for the purpose of
securing this advertisement for
publication in the said newspaper(s) and
that The Yft16ewspapers is in full
omliance with ChaZgr50 of the
I lorida State S=uja on Legal and
Dficial Advertisements
Sworn to and subscribed before me
this fay of A' �J ,, 2d21.
(SEAL)
21—avn;=�
Notary
r a
• • .�,,•: TERRY PAITER50N
My CowlIS9m # W I&W
`:a; �•= E%PIREB; DYCamber 17, 2021
NowrY PratiYs lNidenrl[era
*- S 1 7 'f
I A xe +
a.
ofidlkeiu enii
encd �t rres;ricNrrx .
re�iers�rrF Orcl'ib$itM1 I3ie
30330 Overseas Highway P.O. Box 431639 Big Pine Key, FL 33043
Phone. 305-872-0106 Fax; 305-515-2939
AFFIDAVIT OF PUBLICATION
STATE OF FLORIDA
COUNTY OF MONROE
Before the undersigned authority personally appeared Steve Estes, who on oath says that he is the
Publisher for the News -Barometer, a weekly newspaper published each Friday in Big Pine Key,
Monroe County, Florida; that the attached copy of advertisement, being a legal notice in the matter
of.
LEGAL NOTICE: NOTICE OF INTENT TO EXCHANGE COUNTY PROPERTY: MONROE COUNTY
PROJECT MANAGEMENT, 1100 SIMONTON STREET, ROOM 2-216, KEY WEST, FL 33040
was -published --in said newspaper in the issue(s) of:
JANUARY 8 & 15, 2021
Affiant further says that the News -Barometer is a weekly newspaper published in Big Pine Key, in
said Monroe County, Florida and that said newspaper has heretofore been continuously published in
said Monroe County, Florida each week and has been entered as first-class mail matter at the post
office in Big Pine Key, in said Monroe County, Florida, for a period of 1 year next preceeding the first
publication of the attached copy of advertisement; and affiant further says that she has neither paid
nor promised any person, firm or corporation any discount, rebate, commission or refund for the pur-
pose of securing this advertisement for publication in said newspaper.
_ Sworn and subscribed before me this 19TH day of JANUARY, 2021
Signature of Notaryz�
Expires
Personally Known
Type of Identification Produced
K.ARE'\ J ('4IF:SLEY
' 1M1nAAAf'�.11rV��Y.. Ye.
Signature of Affiant
Printed Name of Notary
Produced Identification
2021
News -Barometer rap 11
NOTICE OF INTENT TO EXCHANGE COUNTY PROPERTY
NOTICE IS HEREBY GIVEN PURSUANT TO F.S. 125.37 that the Board of County Commissioners of Monroe County. Florida shall
meet on January 20, 2021, at 9-.H a.m, at the Marathon Government Center, 2798 Overseas Highway, Marathon, Florida. or as soon
thereafter as may be heard to consider the adoption of a resolution authorizing the exchange of a portion of real property owned by
Manroe County, Florida, located at 3251 Overseas Highway, Marathon, Florida (Parcel A) for real property owned by Fishermen's
Health, Inc., located at 2855 Overseas Highway, Marathon, Florida (Parcel B). The purpose of the exchange is to provide for better
health care and facilities for the citizens of Monroe County and to provide for additional office space for Constitut iana1 OFTicers and
County Departments -
Flue to COV[D precautions, the public can participate in the meeting via the Zoom platform by:
Telephone: Dial (646) 518-9805 or (669) 900-6833. When prompted, enter the Webinar IDA 913 1016 9691 followed by
the p key, then •9 to be recognized by the host when item is called.
Video Conference via Zoom link: http:!monroecouniy-fl.gov''BoccMeeting]an20.
When prompted, enter your email address and name. When the item is called, select the "Raised ]land" feature that ap
pears at the bottom of the screen to be recognized by the host.
To report problems with the broadcast or participation in the Zoom w•ebinar, please call (305) 872-8831.
COUNTY PROPERTY (Parcel A)
The County p[Q12my is the current MIr4thon branch library.which has a strw address of 3251 )verseas Highway, Marathon a and a
portion of th eI with ID number Q f QO 102310-000000. The t nds to convey a that property (Parcclthat has a
ieal descri t follows; A parcel of land lying. in Section 9 Township 66 South Rangc 32 Fag.Maralhon, Monrn tv Swe of
Florida and be i n * more particularly dekap bed by metes and bghnds as fo haws to -wit: Cgmrncnc ing at the intersection 0 f the Northeasterl
right of wayI ine of 30th Street. also known as Marathon Avenue,accordinor to the recorded plat of Sombrero Subdivision No. 6, as record-
ed in PI at Book 2 at Pa ge 93 of th r UbI i c Records of Monroe ty, Fforida and the So2uthgastuly ri •hI of way I i ng of U, S. Hi ghwa No.
l al so k nQwn as Overseas Hi ghwd poinI also bein the Northwest comer of Lot BI cord in to said plat of &Mbycro Subdivision
thence N73°5103"E al o n g the Southeaster) y right o f way line of sal d ll. S . I I i ghway No. I for a dista mzg Q f 3 5 2, 00 feel to the Point
of Be+inn in 5z of the pand hereinafter • thence N73°53.03" - t also the sal tl l ri t of wa • [in f
U.S. Hi ghway Na. I for a distance of 108.00 feet to the Northwest comer a fthe lands described in Official Records Book 2862 at Pa ge
1081 of the Public Records of Monroe C o unty, Florida- thence S16'06 5 7 " E along the S ou thwesterly boun dary line of the said [ands
de scri bed in Official Records Book 2862 at Pa ge 1081 of the Public Records of Monroe Co unty Florida for a distance of 400M feet to
the Southwest comer of the said lands described in Official Records Book 2862 at Page 1081 of the Public Records of Monroe Count
Florida• thence N73°5NO3"E alon g the Southemierl y boundary line or the said lands descrih in Official Records Bonk 28 1 at Pa"
!j Sf of,'hi e ftuhhei -Records of M nroc Counly, Florida fora distance of [00.00 feet to the Solitheast comer of the said land5 described in
0ffictat Records Book 2862. at Page 1081 of the Public Records of Monroe County, F I ori daL thence S 16'06'57"E alone the Southwesterly
hounds ry line of the said lands described in Official Rec9rds Book 2862 at Pa •e 1081 of the Public Records of Monr a Coun ty, Florida
far a distance of 115.00 feet to the Southwest comer of the said lands described in 0 flicia] Records Hook 2862 at Page 1091 of the Public
Records of Monroe Coung. FIon da• thence S73°5 Y03 "W for a distance of 197-W fig t to a Dint• thence N 16'06' "W for a distance of
160.50 feet to a Voint• thence N61°06'57"W for a distance of 2 8.2 8 feel to a Voint i thence N 16'06'57"W for a distance of 13 7. 00 feet to a
point; thence N73°53'Q3"E for a distance of 20.00 feet to a point; thence N16106'57"W for a distance of 98.00 feel to a point; thence
S73°53'03"W for a distance of 13.50 feet to a Dint thence N1[ °06'S7•'W for a distance of 67.50 feet to apoint: thence N73°5NO3"E for a
distance nF 2.SQ feet to a Dint thence N16`Q6'S7"W far a distance of 32.OQ feet hack lu the Point of Ae innin .Said reel of land con-
tains 65,658.25 Square Feet or 1.51 Acres, more or less
THE FISHERMEN( S HEALTH, INC. PROPERTY (Parcel B)
The Fishermen's Health, Inc. property is located at 2855 Overseas Highway, Marathon. Florida and has a parcel ID number of 00321730-
000000. The legal description is as follows Lots A-4, B - 4 and D-14, of SOMBRERO SUBDIVISION YO. 6, according to the Plat thereof
as recorded in Plat Book 2, Page 93, of the Public Records of Monrue County. Florida.
TERMS AND CONDITIONS OF PROPOSED EXCHANGE
The County and Fishermen's Health, Inc. agree to convey to each other title to their respective parcels by good and sufficient deeds, free
and clear of all liens and encumbrances. cxeepl that Parcel B will be encumbered by a restrictive covenant prohibiting the County or any
successors in interest from developing or utilizing Parcel B for mcdtcal offices or medical related uses for a period of 15 years.
Fishermen's Health, Inc. will pay off a sewer assessment lien on Parcel B in the amount of $7,981.82. Fishermen's Health, Inc. will pay
any and all documentary stamp fees required to be paid on both properties. The closing shall take place on the latter of thirty (30) days
after the end of the 120 day inspection period or after the County has completed its new library and vacated Parcel A, unless extended in
writing by the parties- The closing on each property is contingent on simultaneous. closing on the other property. Both properties are being
conveyed -as is" with respect to physical condition.
Copies of the proposed Resolution and supporting documentation may be obtained from the County AIIomey's Office, 111 1 12th Street,
Suite 408, Key West, FL 33040 or online at; hllp::'imonroecnuntytl.igtn2.cotniCitizensrDetail Meeting.aspx?[D=1131
ADA ASSISTANCE: If you are a person with a disability who needs .special accommodations to participate, Conrail (30S) 292-4441,
between the hours of 8.30rt-m. - 5ra0p.m„ prior to the scheduled meeting, if yotr are hearing or voice4nfpaired, call "77I ".
Dated at Key West, Florida, this 30th day of December, 2020.
KEVIN MADOK, Clerk of the Circuit Court and
(SEAL) ex officio Clerk of the Board of County Commissioners
of Monroe County, Florida
=ICONIC
from Page 1
four acres of land on the water-
front just south of the lodge.
The US I property eventually
became the new National Key
Deer Refuge Visitor Center and
he lodge's portion remained as a
rustic camping area.
The new• owners, however, plan
to take the facility to the next
level in RV camping, said
MacLaren.
Electric. water and sewer can-
nectinns will be added to the rus-
tic camp sites to make the usable
for Rvs. No new sites will be
added.
"What this will do is make the
facility similar to what RV
campers will find at Blue Water
RV on Sugarloaf Key," said
MacLaren. "It will cater both to
the current visitors who use the
park and to a more upscale RV
community"
The furore plans call for the
possible installation of outdoor
kitchens and dining areas far indi-
vidual sites under unenclosed tiki
huts, another amenity that mirrors
pans of Blue Water RV,
He said that despite tumors to
the contrary, the buyer has no
plans to turn the area into hotels
oragated vacation rental commu-
nity.
"They are eery experienced in
these types of properties and sim-
ply want to upgrade the visitor
experience with the improve-
ments," he added.
The Gladweil family, Ire said,
began contemplating the sale of
the property after the devastation
it suffered from Hurricane Irma in
2017.
"The storm did a lot of damage
uut there and it took them some
time to recover and get back fully
operational. I think that the idea
of going through another storm
like that just didn't appeal to them
anymore;' he added.
Local residents had been upset
when the new buyers tiled an
application to change the rustic
camp area from its current Tier
One land designation to a Tier
Three, believing it (night he the
start to the development of a
waterfront gated vacation rental
community.
''All of the USFWS property
was automatically designated Tier
One, and as a commercial opera-
tion after the trade of properties,
that designation no longer
applied;' said MacLaren.
"Once it was decided that the
area didn't need a Tier change to
add the additional infrastructure.
the request was dropped;" said
MacLarcn.
"This was simply a plan to add
utilities to what are currently dry
camp sites and make them more
attracttve to a wider range of RV
campers;' said MacLaren.
aaslary ls, xuxt
News -Barometer pop 11
NOTICE OF INTENT TO EXCHANGE COUNTY PROPERTY
NOTICE IS HEREBY GIVEN PURSUANT TO F.S. 125.37 that the Board of County Commissioners of Monroe County, Florida shall
meet on January 20, 2021, at 9AO a.m. at the Marathon Government Center, 2798 Overseas Highway, Marathon, Florida, or as soon
thereafter as may be heard to consider the adoption or a resolution authorizing the exchange of a portion of real property owned by
Monroe County, Florida, located at 3251 Overseas Highway, Marathon, Florida (Parcel A) for real property owned by Fishermen's
Health, Inc., located at 2855 Overseas Highway, Marathon, Florida (Parcel B). The purpose of the exchange is to provide for better
health care and Facilities for the citizens of Monroe County and to provide for additional office space for Con sitIutionat Officers and
County Departments.
Due la COVID precautions. the public can participate in the meeting via the Zoom platform by:
Telephone: Dial (646) 518.9905 or (669) 900.6833. When prompted, enter the Webinar ID€1 913 1016 8691 followed by
the I key, then *9 to be recognized by the host when item is called.
Video Conference via Zoom link http:i;monruecounty-fl.goviBoccMeetingJan20.
When prompted, enter your email address and name. When the item is tailed, select the "Raised Hand' feature that a
pears at the bottom of the screen to be recognized by the host.
To report problems with the broadcast or participation in the Zoom webinar, please call (305) 972-8831.
COUNTY PROPERTY (Parcel Al
The CKIU 11typropert y is the g u rrg,,q t M arathon branch I ibEUm which has a street aof 3251 Overs!-,as I I i gh way. Marathon Flori a
rtiQn of the RarceI with ID r 0f 00i02310- The Count int nI to conveya portioni2f that propertyParcel A that hasa
Ir gal dcscri p tion as fo11 gws i A parcel of land lying tion 9 Township South, Range 32 Eat Marathon, Monroe Count 51aig Qf
Florida, and being mntg,particuiarly describgd_py mares and bounds as fQIIOWS, 10-wi1: Commenc,ia& al the intersection of the Nartheasrerly
right of way line of 30th Street also kn wn as Marathon Avenur, N qord m n L, to the recorded t of Sombrero Subdivi aignas record-
ed in Plat Book 7 at Page 93 of the Records of hionr t Florida and ..- Qutheas ter y ri ght of way .S. Hi ghwa y N o-
L also kilown as Overseas Hiphway, said point also being the Northwestcornerof L t Bl. accoydin to ai I t breru Suhdivi i n
Ng. 6. thence N73'53'03"E alQ119 the Southeasterly right of way line of said U-S. I fighwayNo. 1 fora distaricc of 352.00 feet to, the
f 13Cgi on i ng of the parcel Q f I and hereirutfter d cri ce N73°5T0 "E c on f n um tie a long the said t terl ri ght of way I
U.S. Hi •hwa y No. I for a distance of 108.00 feet to the Northwest comer of the lands described in Offi rial Records Book 2862 at Pa ge
1081 of the Public R eco rds of Monroe C ounty, Florida• thence S 16°0657" E a long the Sou thwesterl y bo undary line of the said lands
described in Official Records Book 2862 at Page 1081 of the Public Rgco rds of Munroe Coun Florida for a distance of 40Q.00 feet to
the Southwest corner of the said lands described in Official Records Book 2862 at Pa .Fe 1091 of the Public Records of Monroe Count
Florida thence N73°53'03"E stun the n theas[erl hounds line f'the said lands described in Official Records Book 2862, at Pape
1091 Df'the F04 of Monro :oun ty Florida for a distance of 100,00 feet to the So theast comer of the said [an_ds described in
Official R ords Book 2862 at Pagg 1081 of the Public Records of Monroe County,Fl ori& thence S16°O6'57"E alon S the Sou thwesterl
bounda ry litre of the said lands d scribed in Official Records Dook 2862 al Pa =e 1091 of the Public Records of Monroe Court [ Florida
for a distanec of 115.00 feet to the Southwest comer of the said lands described in 0ffl c ia] Records Book 2862 at Pa ge 1081 of the Public
R ecords of Munroe County FI rida thence S73°53'03"W for a distance ut' 197.01 feet to a PQ i n t 7 thence N16°0 ' 7 " W for a distance of
160.50 feet to a po i n L the nee N61°06'57"W for a di t nce of 2 8.2 9 feet to a pq int i thence N 16°06'57"W for a distance of 137.00 feet to a
pot nt• thence N73'53Y1 "F, for a distance of 20.0I] feet to a oinr thence NI6'116'S7" 41' Fur a distance of 9 .O0 feet to a int thence
S73'53'03"W fora d istance of 13.50 feet to a point• thence N16'06'57 rW fQr a distance of 67.50 f t to a mt- thence N73°5 '0 "F. for a
distance of 2.50 feet to a point, thence N16'06'57"W for a distance of 3 2.00 feet back to the Point of Be inoin •. Said wrcel of land con-
tains 65 658.25 Square Feet or 1.51 Acres_ more or less
THE FISHERMEN'S IfF..ALTH, INC. PROPERTY (Parcel B)
The Fishermen's Health. Inc. property is located at 2855 Overseas Highway, Marathon, Florida and has a parcel ID number of 00321730-
000000. The legal description is as follows: Lots A 4, B-4 and D-14, of SOMBRERO SUBDIVISION NO- 6, according to the Plat thereof
as recorded in Plat Book 2, Page 93, of the Public Records of Monroe County, Florida,
TERMS AND CONDITIONS OF PROPOSED EXCHANGE
The County and Fishermen's Health, Inc. agree to convey to each other title to Iheir respective parcels by good and sufficient deeds, free
and clear of at liens and encumbrances, except that Parcel B will be encumbered by a restrictive covenant prohibiting the County or any
successors in interest from developing or utilizing Parcel B for medical offices or medical related uses for a period of 15 years.
Fishermen's Health. Inc. will pay off a sewer assessment lien on Parcel B in the amount of S7,981.82. Fishermen's Health, Inc. will pay
any and all due umen tary stamp foes required to be paid on both properties. The closing shall take place on the latter of thirty (30) days
after the end of the 120 day inspection period or after the County has completed its new library and vacated Parcel A, unless extended in
writing by the parties. The closing on each property is contingent on simultaneous closing on the other property. Both properties are being
conveyed "as is" with respect to physical condition.
Copies of the proposed Resolution and supporting documentation may be obtained from the County AItomey's Office, 1111 12th Street,
Suite 409, Key West. FL 33040 or online at: htip::'monroecounrytl.igm2.com:'Citizens,'Detail_Mecling.aspx?tD=1131
AI IAASSISTANCE. tfyore are a person with a disability who needs special accommodations to participate, contact (305j 292-4441,
between the hours of 8.30a.m. - 5.00p.m., prior to the scheduled meeting: if you are hearing or voice -impaired, call "711 ".
Dated at Key West, Florida, this 30th day of Dee entber, 2020,
KEVIN MADOK, Clerk of the Circuit Court and
(SEAL) ex ufficio Clerk of the Board of County Commissioners
of Munroe County, Florida
-MAPS
from Page 5
vation.
Flood insurance is rated based
on distance above base flood,
with the best rates occurring at
plus -three feet.
But the new rate maps have
lowered the elevation of almost
every existing structure.
Monroe County's base flood
elevations today are based on
date from nearly 40 years ago.
FE-MA spent the better part of
three years updating that data to
what was released in December,
In Some cases, property movedfrom the AE zone, usually about
eight feet at base flood, to the VE
rune, usually 10 feet or more.
Insurance carriers have been
using the proposed flood data for
a few years already. pushing the
cost of new Flood insurance high-
er. For some ground level homes,
the new pruposed rates push
Flood premiums into the tens of
thousands of dollars range.
FEMA is required to post the
new rate maps in legal newspa-
pers twice before the actual com-
ment and appeals period starts.
and that hasn't yet been done,
although it is assumed it will
happen very soon.
Governmental entities and pri-
vate individuals will have a
chance to appeal or comment for
90 days, after that, no appeals or
comments will be accepted.
Monroe County officials have
already challenged some of the
assumptions in the new flood
plain maps, but have been
rebuffed by FF.MA on each of
them.
Wednesday, the Monroe Board
of County Commissioners is
expected to authorize formal
challenges to flood plain map
assumptions once the appeal
period opens.
For those properties who don't
currently have flood insurance,
the best way to avoid consider-
ably higher premiums is to pur-
chase a flood policy now,
Policies in existence before the
new flood plain maps are offi-
cially ushered in, probably late
2022. will have rate pmteetions
limiting the premium increase to
18 percent per year.
Those increases will continue
unabated. according to FEMA
officials. until the rates have
reached '-actuarially sound"
amounts. FEMA officials, how-
ever. have not yet announced
what (host final rates will be.
Having a current policy means
that even should the owner sell
the property, the flood policy can
be transferred to the new owner
with no lapse in coverage that
will trigger the new. higher rate.
Should a policy lapse for any
mason, however, the old rate will
be gone and the new rates will
See MAPS on Page 15
Docusign Envelope ID: 9322A8EC-8EFD-4173-89F5-8557A9C624FD
POST CLOSING ADDENDUM TO AGREEMENT FOR PURCHASE AND SALE
BETWEEN
FISHERMEN'S HEALTH, INC.
("SELLER")
AND
MONROE COUNTY, a political subdivision of the State of Florida
("PURCHASER")
FOR
2855 Overseas Highway, Marathon, Florida 33050
THIS ADDENDUM to the Agreement for Purchase and Sale executed between FISHERMEN'S
HEALTH, INC., a Florida not for profit corporation ("Seller"), and MONROE COUNTY, a political
subdivision of the State of Florida ("Purchaser"), for the real property located at 2855 Overseas Highway,
Marathon, Florida 33050 (hereinafter the "Real Property" or "Property").
RECITALS:
A. The Parties entered into that certain Agreement for Purchase and Sale for the purchase and sale of
the Property dated January 20, 2021 ("Contract"); and
B. The Parties desire to enter into this Post Closing Addendum to memorialize certain negotiations
and post -closing changes to the Contract, as more particularly set forth below.
AGREEMENT:
Amendment to Contract. The Parties agree to the following additions and modifications
to the Contract:
a. The Parties acknowledge that pursuant to paragraph 9 of the Contract, the Purchaser and
Seller agreed that a Declaration of Restrictions as evidenced by Exhibit C to the Contract,
would be executed and recorded at closing.
b. Notwithstanding the language set forth in the Contract, the Declaration of Restrictions was
not executed or recorded at closing and the Parties desire to now execute and record a
declaration of restrictions, as modified and agreed upon by the Parties, in the form hereto
attached as Exhibit A.
2. Execution by Counterpart. This Addendum may be executed in one or more counterparts,
each of which shall be deemed original and both of which taken together shall constitute one and the same
instrument. Any party may execute Addendum, by facsimile or electronic signature, and in such event, the
other party shall be entitled to rely on such facsimile or electronic signature as evidence that such party has
duly executed this Addendum. Either party executing this Addendum by facsimile or electronic signature
shall immediately forward to the other party an original signature page by overnight mail.
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SELLER:
FISHERMEN'S HEALTH, INC., a
Florida not -for -profit corporation
DocuSigned by:
By: _Fvmw GVbSSwtALt,
Date: 2/11/2026 1 3:26 PM EST
PURCHASER:
MONROE COUNTY, a political subdivision of the
State of Florida
Michelle Lincoln, Mayor
Date:
APPROVED AS TO FORM:
ROBERT B. SHILLINGER, JR., ESQ.
COUNTY ATTORNEY
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EXHIBIT A
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This instrument was prepared bX:
Gregory S. Oropeza, Esq.
Oropeza Stones Cardenas PLLC
221 Simonton Street
Key West, FL 33040
DECLARATION OF RESTRICTIONS
THIS DECLARATION OF RESTRICTIONS (the "Declaration") is made and entered into as
of day of , 2025, by FISHERMAN'S HEALTH, INC., a Florida not -for -profit
corporation (hereafter referred to as "Fishermen's") and MONROE COUNTY, a political subdivision of
the State of Florida (hereafter referred to as "Monroe County").
WITNESSETH THAT:
WHEREAS, On June 16, 2021, pursuant to that certain Special Warranty Deed recorded in Official
Records Book 3106, Page 2158, Public Records of Monroe County, Florida, Monroe County acquired from
Fishermen's the real property legally described as:
Lots A-4 and D-14, of SOMBRERO SUBDIVISION NO. 6, according to the Plat
thereof as recorded in Plat Book 2, Page 93, of the Public Records of Monroe County,
Florida.
(the "Property"), and
WHEREAS, pursuant to the Agreement for Purchase and Sale dated January 20, 2021, between
Monroe County as Purchaser and Fishermen's as Seller (the "Contract"), Monroe County agreed to restrict
the Property for a period of fifteen (15) years from medical uses, and
NOW, THEREFORE, in consideration of Fishermen's selling the Property to Monroe County
and the conditions set forth in the Contract and other valuable considerations, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. The foregoing recitals are true, correct and are incorporated herein by this reference as if set
forth in their entirety.
Neither Monroe County nor any successor owner of the Property shall develop or utilize the
Property for medical related uses, including, but not limited to a day hospital or short-term
hospital, an outpatient or urgent care facility, a free standing emergency department, a
dedicated emergency department, an ambulatory surgery facility or other type of facility that
provides outpatient surgery, or an endoscopy facility (collectively "Medical Uses"), or permit
any tenant, lessee or assignee to utilize the Property for Medical Uses. Notwithstanding the
foregoing this restriction shall not apply to non-profit federally qualified health centers which
operate as low-cost health providers, operators and users of comprehensive primary and
behavioral health care services, which are already operating and/or providing medical services
in the City of Marathon, Florida. For clarity and avoidance of doubt, by way of example and
as an example only, in the event an owner of the Property has an existing medical facility or
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provides existing medical services in the City of Marathon, Florida, then in such owner shall
not be bound by the restrictions set forth herein.
3. The limitations, covenants and restrictions contained in this Declaration shall be for the benefit
of Fishermen's. This Declaration shall be recorded in the Public Records of Monroe County,
Florida, shall constitute a covenant running with the land and shall remain in full force and
effect and be binding on the owners of the Property until such time as this Declaration is
modified or terminated as provided for herein.
4. The Declaration shall be binding on the owners on the Property until June 18, 2036, after which
time this Declaration shall be deemed terminated upon its own terms/expiration.
Fishermen's, and its successor, if applicable, shall have the right to enforce the terms and
conditions of this Declaration, at law or in equity, to prevent the occurrence or continuance of
any violation of any provision of this Declaration. In the event enforcement of the terms of this
Declaration become necessary, the party violating the terms and conditions of this Declaration
shall be liable to Fishermen's or its successor for all costs and fees incurred by Fishermen's or
its successor in enforcing the terms of this Declaration, including reasonable attorney's fees at
the trial and appellate levels.
6. This Declaration may be modified or amended only upon written agreement executed by
Fishermen's and Monroe County, or their successors, if applicable.
The invalidation of any one of the limitations, covenants or restrictions, which shall remain in
full force and effect.
This Declaration shall not restrict Monroe County or any successor owner of the Property from
selling, assigning or conveying its interest in the Property or placing a mortgage on the
Property.
9. The failure of Fishermen's, or its successor, if applicable, to insist upon strict performance of
any of the terms or conditions of this Declaration shall not be deemed to be a waiver- of any
rights the Fishermen's or its successor, if applicable, may have hereunder or at law or equity
and shall not be deemed a waiver of any subsequent breach or violation.
10. This Declaration shall be binding on Fishermen's and Monroe County and their respective
successors and assigns and upon any successor owners of the Property.
11. The invalidation of any provision of this Declaration by judgment or court order shall in no
way affect any other provisions of this Declaration.
12. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the
Property to the general public or for the general public or for any public purpose whatsoever.
13. This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Florida. Venue for any action arising out of, or in any connected with this Agreement,
shall be in the Circuit Court in Monroe County, Florida.
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IN WITNESS WHEREOF, the parties hereto have caused this Declaration to be executed
by their authorized representatives as of the day and year first above written.
Signed, sealed and delivered in the presence of
Name:_
Address:
Name:_
Address:
STATE OF
COUNTY OF
By:
Name:
Title:
MONROE COUNTY, a political
subdivision of the State of Florida
The foregoing instrument was acknowledged before me by means of L] physical presence or [_] online
notarization, this day of , 2025 by , as
of MONROE COUNTY, a political subdivision of the State of Florida. He/she
is personally known to me or has produced as identification and
did not take an oath.
[Notary Seal]
Signature of Notary
Name:
My Commission Expires:
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Name:_
Address:
Name:_
Address:
STATE OF
COUNTY OF
By:
Name:
Title:
FISHERMEN'S HEALTH, INC., a
Florida not -for -profit corporation
The foregoing instrument was acknowledged before me by means of L] physical presence or [_] online
notarization, this day of , 2025 by , as
of FISHERMEN'S HEALTH INC., a Florida not -for -profit corporation. He/she
is personally known to me or has produced as identification and
did not take an oath.
[Notary Seal]
Signature of Notary
Name:
My Commission Expires: