HomeMy WebLinkAboutPost Closing Addendum 03/11/2026 GVS COURTq°
o: A Kevin Madok, CPA
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�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
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DATE: March 16, 2026
TO: Christine Hurley
County Administrator
Bob Shillinger
County Attorney
FROM: Liz Yongue, Deputy Clerk
SUBJECT: March 11, 2026 BOCC Meeting
The following item has been executed and added to the record:
N4 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.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
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:
1. 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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APPROVED AS:TO.FORM: • .: • . : • . . • .. .
Digitally• signed by Robert B..
Robert '':l$hillinger,.jK ••'' . ,:-. . Date:2026.03:09 09:45:50-04'00' . • .. .• . . • ' ' .. • ' • . '.
:.•ROBERT.B...SHILLINGER,•JR.,ESQ: : • : . :•• . . : : :• . : • .•' ' • • .
: •COUNTY ATTORNEY :. - :. • :. .. ' .. • : . - • .
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Docusign Envelope ID:9322A8EC-8EFD-4173-89F5-8557A9C624FD
EXHIBIT A
3
Docusign Envelope ID:9322A8EC-8EFD-4173-89F5-8557A9C624FD
This instrument was prepared by:
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.
2. 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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Docusign Envelope ID:9322A8EC-8EFD-4173-89F5-8557A9C624FD
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.
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 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.
7. The invalidation of any one of the limitations, covenants or restrictions,which shall remain in
full force and effect.
8. 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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Docusign Envelope ID:9322A8EC-8EFD-4173-89F5-8557A9C624FD
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:
MONROE COUNTY,a political
subdivision of the State of Florida
Name: By:
Address: Name:
Title:
Name:
Address:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by means of L] physical presence or L] 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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Docusign Envelope ID:9322A8EC-8EFD-4173-89F5-8557A9C624FD
FISHERMEN'S HEALTH,INC., a
Florida not-for-profit corporation
Name: By:
Address: Name:
Title:
Name:
Address:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by means of L] physical presence or L] 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:
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