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HomeMy WebLinkAboutItem F01 COUNTY of MONROE BOARD OF COUNTY COMMISSIONERS Mayor Michelle Lincoln,District 2 The Florida Keys Mayor Pro Tem David Rice,District 4 y Craig Cates,District 1 James K. Scholl,District 3 � « Holly Merrill Raschein,District 5 Regular Meeting May 20, 2026 Agenda Item Number: F1 26-1649 BULK ITEM: Yes DEPARTMENT: Administration TIME APPROXIMATE: STAFF CONTACT: Paunece Scull AGENDA ITEM WORDING: Approval of a Resolution Memorializing the Monroe County B O C C's determination that it is in the best interest of the County to sell and/or convey that certain parcel of surplus real property with improvements located at 2855 Overseas Highway, Marathon, Florida with Monroe County Property Appraiser's Parcel Identification Number 00321730-000000, and approving and authorizing advertisement of said property for sale in accordance with Section 125.35, Florida Statutes. ITEM BACKGROUND: The subject parcel (the "property") is located at 2855 Overseas Highway, Marathon, Florida and consists of a rectangular shaped corner parcel fronting on the Overseas Highway and 29th Street at approximately mile marker 48.5 in the City of Marathon, Florida. On the property is a one-story CBS/masonry structure which contains a total of 5,778 square feet of gross building area and an area for approximately thirty off-street parking spaces. The property has previously been used as a medical clinic. The property has a deed restriction that states neither Monroe County nor any successor owner of the property, except for those 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 that are non-profit federally qualified health centers, shall develop or utilize the subject property for medical related uses until the year 2036. The condition of the building and location of the site makes it unsuitable for affordable housing or other County projects. If authorized for sale, the property will be sold with the deed restriction and potential bidders will be informed of the restriction. Section 125.3 5(1)(a), Florida Statutes, provides that the Board of County Commissioners is authorized to sell and convey such real property upon the Board's determination that it is in the best interest of the County to do so. Approval of the attached Resolution memorializes the Board's determination that it is in the best interest of the County to sell and/or convey the subject property as surplus real property and approves advertisement of the property for sale according to Section 125.35(1)(c), Florida Statutes. Section 125.3 5(1)(c), Florida Statutes, states that any such sale and/or conveyance of such real property may only be made if"notice thereof is published once a week for at least two weeks in some newspaper of general circulation published in the county" calling for bids for the purchase of the real estate so advertised to be sold. 125.3 5(1)(c): No sale of any real property shall be made unless notice thereof is published once a week for at least 2 weeks in some newspaper of general circulation published in the county, calling for bids for the purchase of the real estate so advertised to be sold. In the case of a sale, the bid of the highest bidder complying with the terms and conditions set forth in such notice shall be accepted, unless the board of county commissioners rejects all bids because they are too low. The board of county commissioners may require a deposit to be made or a surety bond to be given, in such form or in such amount as the board determines, with each bid submitted. PREVIOUS RELEVANT BOCC ACTION: January 20, 2021: BOCC adopted Resolution 033-2021 accepting 2855 Overseas Highway in exchange for a portion of a parcel adjacent to Fishermen's hospital (former site of Marathon Library). March 11, 2026: BOCC approved a post closing addendum to the purchase agreement providing for the deed restriction that excluded medical use as a use for the property but allowed 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. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: n/a STAFF RECOMMENDATION: Approval. DOCUMENTATION: Resolution 033-2021 authorizing the land swap with Fishermen's Hospital. Deed Restriction. Monroe County Property Record Card. Resolution Memorializing Determination of County Best Interest and Approving Advertisement for Surplus Real Property Sale. FINANCIAL IMPACT: Revenue Producing. The property will be advertised according to F.S. 125.35(1)(c). Value determined by an appraisal. 1. Approval of a ResolutionMemorializing the Monroe County 'S determination that It is in the best interest of the County to sell and/or convey that certain parcelsurplus real property It improvements located at 2855 Overseas Highway, Marathon, Florida with Monroe County Propertyraiser's Parcel IdentificationNumber 00321730-000000, and approving and authorizingve ise ent of said r for sale in accordance wIt Section 125.35, Floridats. RESOLUTION of THE BOARD of COUNTY COMMISSIONERS EFTS of II ONROE COUNTY, FLORIDA FINDING THAT A PORTION of A COUNTY OWNED PARCEL ("PARCEL ") IN THE CITY of MARATHON LOCATED AT 3251 OVERSEAS HIGHWAY WITH PARCEL ID NUMBER OF 00102310-000000 AND KNOWN LOCALLY AS THE MARATHON BRANCH LIBRARY WILL No LONGER BE HEEDED FOR COUNTY PURPOSES AFTER OMPLETION OF A NEW BRANCH LIBRARY T ANOTHER LOCATION AND THAT SWAPPING THAT PARCEL PURSUANT TO F.S. 125.37 FOR PARCEL OWNED BY FISHERMEN'S HEALTH, INC. ("PARCEL B12) LOCATED AT 2855 OVERSEAS HIGHWAY, MARATHON WITH A PARCEL ID NUMBER of 00 17 -0 0 00 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,S, lonro County ("the County"), a political subdivision of the State of Florida, pursuant to its home rule pourers 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 ID number of 0010 10-000000. The Cou my intends to convey a portion of this property, he reinafter referred to as "Parcel , 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 i completed in 2021, Parcel A will no longer be useful to the County; and 1 H E REAS, the F ishe rme n's H e a ith 5 1 roc., a Florid a not-for-profit corporation r 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 ID number of 00 17 0-00 o0 (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 rude 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 WHE R E S, Pa reel A is adjacent to Fish rmen's Hospita I; and WHEREAS, Fishermen's Health Inc. has expressed a desire to acquire Parcel as a site for an office building for physicians and ether medical providers; and WHEREAS, the Board finds that a fully functional Fishermen's Hospital complete with an office building for physicians and ether medical providers in support of the hospital is necessary for the health, safety, and welfare of residents of the M iddle Keys; and WHEREAS, the Board finds that exchanging Parcel A for Parcel E 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 E 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,E S, F.S. 125.37 states that "[ ]h ne er, in the opinion of the board of co my co m rn iss inners, the co my holds a nd possesses any real property, net needed for county purposes, and such property may be to the best interest of the county exchanged for ether 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 are 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 creek 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 creek for two ) weeks in a newspaper of general ci rnu la t is n, wh i h n otice is atta shed a s Each i bit 3 to th is i esol utio n; a nd THEE , the Board desires to approve and authorize the exchange of Parcel for Parcel E; and 2 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 Exhibit 1 (Library to Fishermen's Health) and 2 (Fishermen's building to County); and NOW THEREFORE, BE IT RESOLVED BY THE BOARD D of COUNTY COMMISSIONERS EFTS of MONROE COUNTY, FLORIDA ID THAT: 1. The above recitals set forth above are true, accurate, and deemed incorporated herein as though set forth in full hereunder. . The Board authorizes the exchange of County Property identified above. . The Board approves of the instruments effectuating the exchange, which are incorporated into this Resolution olution Exhibits 1 and 2, and authorizes the Mayor or, in the Mayor's absence, the Mayor Pro Tern to execute sane. 4. The deeds shall be recorded in the Official Records of Monroe Counter, Florida. . This resolution shall be effective upon adoption. Passed a nd Adopted by tha Board of Cou my Comm issioner of Mon roe Count , Florida, at a regular meeting of the Board held on the 20thday of January, 2021. Mayor Michelle Coldiron Yes 4; Mayor Pro Tem David Rice Yes ommission r Craig Cates Yes mmissioner Eddie Martinez Yes missioner Mike Forster yes Rt _ ern ladol t Clerk Board of County Commissioners of Monroe County, Florida 1 by. b C As Deputy Clerk Michelle Coldiron Mayor of Monroe County Approved as to fora and legal sufficiency b `= Monroe Counter Attorney Robert rt B. Shillingerfor =reliance by the Monroe County BOCC only. Dig rtal ly signed by Reber,B" co Robert .`. B.- Shiffirger i t- DN;cm-Robert shill i nr, llpth Sh illi * ou=Mori foe Counter Attorney,n g e r.bob@mo'nroecounty-l.gov,c:�US CZ) •��' � ''�] Date:2021"0 T.0S 13:09A6-05'.00' 3 Exhibit 1 Purchase and Sale Agreement Conveying County Library Property to Fishermen's Inc. 4 Execution op AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT FOR PURCHASE AND SALE (the"",Agreement") is made as of the 20th day of January , 1 b and between FISHEREN'S HEALTH, INC., a F lori da not-for-p ro fi t c orpo rat'o , ha in g its address at 6 8 5 5 Red Road,d, uite 60 0, C oral Gables, Florida 14 (hereinafter called "Pu r h i }), and M INTRO E COUNTY, a political uhdivi si on of the State o f F 1 orida, hav ing it's ad dre s s at 11 i m ntun Street S uit -216, Ke West, Florida 33040 (hereinafter called `Seller" . W I T N E-S S ETH* WHEREAS, Seller is the owner ofthat certain parcel of land comprising approximately 1. 1 acres, located at 3251 Overseas Highway, Marathon, Florida 0, situated, ling and being in Monroe County, Florida, and legally described in Exhibit "A" attached hereto, including the 1 n d 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 aquiri n g S e l lr's intere st i n the P roprtr. NOW, THEREFORE, in consideration of Ten Dollars 1 . and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, 1 l r agrees to sell and convey and Purchaser agrees to acquire Sellier'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 s uh j t to and in accordance with the terms, provisions, covenants and conditionsMOTe particularly set forth in this Agreement. Seller also agrees t convey to Purchaser at Closing all of Seller's right, title and interest in and to all govemmental orders, resolutions, grants, site puns 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 saTne, contract rights, eascm nts, covenants, privilegcs, 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 OneMillion Four Hundred Sixty Five Thousand and N /100 Dollars 1, , , 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 , and legally described in Exhibit " �� attached hereto (the "Exchange Property"). The parties agree that for the purposes of this transaction that both the Property and the Exchange Property are e q u l in value and that each has a fair market value of$1,465,000.00,respectively. n ur r` ntl y with the execution of this Agreement, Purchaser and Setter have executed an Agreement for Purchase and Sale of the Exchange Props rt (the "Exchange fir m n f"). 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. . "AS IS"" CONVEYANCE WITH INSPECTION PERIOD:D: Purchaser i 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 otherwisepr ss1y set forth th in this Agreement. Purchaser shall have until 5:00 p.m. on the one hundred twentieth (120 Ih 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 �`I n s p e do n Period"), which may include, but are not l i it d to, btai ni'ng zoning approval for use of the Property for medical uses, Phase I and Phase 11 environmental sums and soil tests, Seller shall provide Purchaser and its employees and agents access to the Property and to any contracts, prating expenses and such other info nn ti on as the Purchaser may reasonably request regarding the Property and the operation thereof. Seller agrees to give Purchaser and Purc as r"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 Setter with written notice that Purchaser 1 s not satisfied with the Property prior to 5-WOO 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 f termination must be sent to Seller r-n a-CCU-Mane e 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 confi d nti al to the extent permitted by law. Purchaser shall indemnify, defend and hold Seller harmless from and against any and all action, demands', liabilities, toss, 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, measurement and testing of and on the Proper. Purchaser agrees to give Seller prior reasonable advance notice of any inspections f the Property. Purchaser's indemnity and hold harmless pursuant to this Section shall survive the termination or expiration of this Agreemcnt by Closing or otherwise. within ten 10 days fo l l owing the Effective Date, Seller will provide Purchaser with copies of all environmental surveys, soil tests and other studies in the possession of Seller or t LQe..Iler has access if any, which relate to the Property, and copies of any service o ntra ts, records, documents and notices relating to the property in Seller's possession r to which Seller has access. Sellcr acknowledges Purchaser may desire to discuss or otherwise inquire about plans, documents, agreements and other records f various govemmental entities!, districts and utilities regarding the Property or otherwise impacting, restricting, r 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 t rmi rated the Exchange gr m nt shall also trni nate. 2 . PERMITTED EXCEPTIONS: This sale is being made and Purchaser hall 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. 54 TITLE. (A) Seller represents that it is the owner of the Property and that there is no limitation or restriction upon or against 'ts 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 d s ripti on of the Property, order a commitment for title i n ane a (the `'Title Insurance Commitment") from Chicago Title Insurance Comp any (the "Title I u s u re r"). Purchaser, at its own expense, prior to, or upon recording of the deed conveying title to the Property from el ler to Purchaser, shall obtain are 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 ore to i n , and he-P rmit d Exceptions. Purchaser will cause a copy of the Title Insurance o itment to be delivered to l l r�s attomey within three business days of its receipt by Purchaser's attorney. Purchaser, within fifteen 1 days following the date on which Purchaser receives the Title Insurance o mitm nt, shall deli'ver to Seller written notice of Purchaser's objections, if any, to any ex e epti'ons whi eh render titl e to the Property u mark tabl a or unusab 1e for Purchaser"s intended uses (the "TitleObjections"). If` Purchaser fails to deliver such written notice or objection to Seller within such fifteen 1 day period, Purchaser shall be deemed to have warred AS Tight to object. In the evert that Purchaser shall provide Sel l r with any Title Ob j a ti ons, Seller h l l promptly notify Purchaser following the date of Purchaser's notice f such objections that either a the Title b ja ti n has been, or wi l 1 be at or prior to Closing, satisfied or cured b Seller, orb the Title Objection will not be satisfied or cured. If Seller notifies Purchaser that a Titl e ObJ eti on wi 11 not be sat i sfidi o r cure d,then P urhsr may elect a ithr: (1) to terminate this Agreement and the Exchange Agreement, or (1*1 to take title as it then is, subject to any Title bj tion which Seller has notified Purchaser it will not satisfy or cure, with the election of section i above or this section (1i) to be made within tern 1 business days following receipt of notice from Seller deseribed in Section b above, provided that if Purchaser fails to make an election within the said tern 10 business day period, Purchaser shall be deemed to have elected i . 3 If Purchaser receives notice from Seller as described in Section B b above, and makes timely election of ii above,then: (i) Purchaser shall be deemed to have agreed to accept title as it thin subject t any TitleObjectionwhich Seller has ro ti d Purchaser it will not satisfy or cure, without any reduction in the Purchase Price; (ii) all Title Objections described in P ur has r"s notice under Section 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 bligation hereunder to expend any funds or incur any liabilities in order to causeany title exceptions to be removed from the Title Insurance Commitment, except that Seller shall pay, discharge or bond off any monetary lien or encumbrance mbran 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 fitle to the Property to Purchaser, and to convey the Rights and Permits to Purchaser. 64 SURVEY: -- - --- Purchaser may,at its sole o st and expense, order a survey (the G` u r " 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 casements on and upon the Property, together with all rights-o f 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 l 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 ury y 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 b deemed Permitted Exceptions. In the event that Purchaser shall so object to a Survey Defect, then it shall b handled in the saute manner as that of a Title b j action which is timely objected to as set forth in Section 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 n the later of i thirty days following the end of the Inspection Period, or (ii) thirty o days after Seller has completed its new library and has vacated the Property, 4 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 ou closing on the purchase and sale of the Exchange Property. 8. CLOSING ST AND ADJUSTMENTS: t Closing, the following items shall he borne, adjusted, prorated or assumed by or between Seller and Purchaser: (A) d'ustm cnts and Pro-rations: (i) Real Estate Taxes: l l r is a tax exempt entity and there will be no tax pro ration required in the purchase year. (ii) Liens: Certified, confirmed and ratified governmenml liens as of the Closing Date shall he paid by Seller, provided, however, if there are any improvement district or special taxing d*strut 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 peno d shall he 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) Costs: (1) S shall pay the following costs and expenses in connection with the Closing: all fees s 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. (11) Purchaser shall pay the following o sts 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. . CLOSING DOCUMENTS: (A) Seller's Documents at Closing. At Closing, Seller shall execute and/or deliver to Purchaser the following: (i) A Quit Claim Deed pursuant to Florida Statute Section 125.411. 5 (ii) Four executed Closing Statements itemizing the dollar amounts of all financial matters related to the Closing, 'including the adjustments and pro-rations provided herein; (iii) Acertified copy of a Seller resolution authorizing the execution of this gr em nt by the Seller, authorizing the sale of the Property to the Purchaser a 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) ell r'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 p rti e s in possession) from Purchaser' owner's title insurance policy; (v) Such corrective instruments as may be required to satisfy or cure any Title Objections Seller has elected to s ti s f or cure; (vi) s i anent of Rights and Permits (including zoning and development rights)hts relating to the Property; and (V i i Any other documents reasonably required under the Title 1 n urane a Commitment or otherwise necessary or advisable to consummate the transactions contemplated hereby. (B) Purchaser's Documents at losin t Closing, Purchaser shall execute and/or deliver to Seller the following: (i) Four 4 executed counterparts of the ClosingStatement; (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 hall execute and deliver the Closing documents for the Exchange Property, along with any consideration due to addition to the Exchange Property if applicable. 10. RADON GAS: In accordance with Scction 404.056, Florida Statues, Seller hereby notifies Purchaser as follows: Radon is s naturally eeu ng radioactive gas that, when bar 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 Mate guidelines have been found in buildings in Florida; and additional information regarding radon and radon testing may he ohtai n d from the Miami-Dade County health department. 11. FAILURE PERFORMANCE: If Seller fails to perform this Agreement within the times Specified, Purchaser may elect to terminate this greerrs nt and the Exchange Agreement. The wavier 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 he deemed to he a wai e r of 6 any other condition or of any subsequent breach of the same or any other term, covenant or condition contained herein. 1 . ATTOR1 L 9 FEES: Should Seller and/or Purchaser mpl oy an attorney or attorneys to enforce any of the provisions hereof, or to protect its interest or enforce 'its rights in any matter an sing under this Agre ment x the party prevailing shall be entitled to payment by the other party of all reasonable o sts, 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 T of SELLER: (A) From and der the Effective Date, Seller will i refrain from creating or in um ng any mortgage, lien, pledge or other encumbrances in any way affecting the Property or any portion thereof-, '1 i observe all laws, ordinances, regulation, and restrictions aff ti ng the Property or any portion thereof and its use until l the to In � i 41' refrain from enten'ng 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 t 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 ageements affecting the Property to be terminated and shall cause all books and f irni hi ngs within the Property to be removed. The Property shall be delivered to Purchaser at Closing free of any tenants or occupants and 1n broom clean condition. 14. REPRESENTATIONS AN WARRANTIES WITH RESPECT TO THE PROPERTY: Seller hereby represents and warrants to Purchaser that, as of the date hereof (A) No Threatened: Seller has no knowledge of any pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof (B) e l lc is iuth o rit : 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 lien 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 foreign person"" as defined 1n Section 1445 of the Internal Revenue Codeof 1954, as amended. (C) P ndine L iti ation: Seller has not received notice of any legal actions, suits, or other legal or administrative proceedings pending or threatened, which chi 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. 7 (D) Possession: There are no leases, subleases, licenses or occupancy agreements (written or verbal) which affect or relate to the Property. (E) iance 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 pert ining 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 rbitrati on tribunal against or involving Seller which could have a material or adverse effect on the Property or the use,condition or operation thereof Fr) No Violation of Zoning Laws: To l ler}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 r municipal laws (including, without limitation, sales tax laws, ordinances, orders, regulations or requirements)affecting any portion of the Property. (G) o Hazardous Materials; To Seller's knowledge, the Property is not contaminated with any chernical, 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', r by a nianufa fur r of y product r for 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 f 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: eller and Purchaser represent and warrant to each other that no brokers have been engaged to represent then in connection with the negotiations of this Agreement and/or the consummation of the purchase and sale contemplated hereby. Seller and Pur l i s f each hereby agrees to indemnify and hold the other harmless from all loss, cost, darnage or expense (including reasonable attorneys' fee i n urred by the other as a result of any claim arising out of the acts of the indemnifying ply or others on its behalf) for a commission, finder�s fee or similar compensation made by any broker, finder or any party who Maims to have dealt with such party. The representations, warrantees and indemnities ontai n d in this Section shall survive surv'Ive the Closing. 16. RISK SIB F 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, 8 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 I 100 Simonton St Suite 206 Key West, FL 33040 Tel: 0 4529 Email:Wilson-K 1n@Munro unt -FL.Gov With a cop to: Adele V. Stones ropa,Stones& Cardenas 1 Simonton Street Key West, FL 33040 Tel: (305) 849 2352 Ema*ll-.G*Inny@keystaw.net As to Purchaser: Kathleen S. Moorman, Vice President Baptist Health Enterpris s, Inc. 6855 Red Road, Suite 600 Coral Gables, Florida 33143 Tel: 662-7386 Email: kathleenmo@baptisthealth.net And with a copy to: Kyle R. Saxon, E sq. Saxon& Fink, LLP 2121 Ponce De Leon Boulevard, Suite 740 Coral Gables, Florida 33134 Tel: 0 - 1- 7 Email: l sa n@sago nfink r cum Any such notices shall be either a sent by certified mail, return receipt requested, in which case notice-shall be deemed delivered three business days after deposit, postage prepaid 'in the U.S. mail, orb sent by a nationally recognized ovemight our' r, in which case noticc shall be deemed delivered one 1 business day after being deposited during business hours with such ouri er, or 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 sarne day that the email is sent} in which case notice shall be deemed delivered on the day the email is writ. The above addresses may be changed b written notice to the other party; provided, however, that no notice of a change of address shall he effective festive until actual receipt of such notice. 184 INTERPRETATIONS: This Agreement shall not be construed more strictly against one park than against the other merely by virtue of the fact that it may have been 9 prepared by counsel for one of the parties, it being r ogniz d that both Seller and Purchaser have contributed to the preparation of this Agreement. 19. CAPTIONS AND HEADINGS: aptions and Article headings contained i 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: Ian 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 b deemed to be a continuing or future waiver. 1. 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 PI F signature of an executed counterpart shall have the same validity as an original signature. . BINDING EFFECT: This Agreement shall inure to the benefit of and shall b binding upon the parties hereto and their respective successors and permitted assigns. . GOVERNING LAW: This Agreement shall be construed and interpreted act ording to the internal 1 ass of the State of F 1 on da. 4. INTERPRETATION: Wherever used in this Agreement, �� �� means 46 any and all"; "include" and me ludi x' each are without limitation; "may not" and other negative forms of the verb each are prohibitory; and "will",l'�, Q�Must9�, and "sho ul&' each are Unless s this Agreement expressly o r necessarily s ari l r wires otherwise any time mandatory. � y y � period measured i `may �' and riot �`business �a�r }� means consecutive calendar dais, 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-, ii any action is at the sole expense of the party required to take it; and i i i 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. . NO RECORDING: Neither Purchaser nor Seller shall record this Agreement or any memorandum thereof TIME OF THE Purchaser and Seller mutually agree that time i of the essence throughout the term of this Agreement and every provision hereof in which time is n element. No extension of time for performance perfonnance of any obligations or acts shall be deemed an extension of time for performance`orm of any other obligations or acts. If any date for performance of any terms s, 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,, 1 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 f this Agreement or any other agreement r frrd t herein shall be vat i d unless in writing and signed by the ply against whom enforcement 'is sought. . POST CLOSING PERFORMANCE: l l er and Purchaser agree to cooperate with each other after the Closing and to execute and deliver any documents reasonably necessary to effect the to nns and conditions of this Agreement, including permitting and other approvals. . 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 l ai m, demand,, action, cause of action, or proceeding ali i n g under or with respect to this Agreement, or 'in ny 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 tri al by jury. . TIME FOR ACCEPTANCE: This Agreement, when duly executed by all of the i e hereto, shall be binding upon the parties hereto, their heirs., representatives, successors and assigns. 1n the event this Agreement and the Exchange Agreement have not been duly and fully executed by Purchaser and Seller and duly eut d counterparts delivered to Purchaser and Seller by the tenth 1 th 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. 1. 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 purchasc 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 E re Exchange Agreement shall be deemed to be terminated and of n 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 E OIL THE TEXT PAGE 11 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year written below their respective signatures. {, SELLER: M N R E COUNTY, a political subdivision of the State of Florida K CLERK Name: Michelle Coldiran Title: Mayor Dated: January 1 PURCHASER: FISHERMEN"FISHERMEN"S HEALTH,INC., a Florida not-for-profit corporation B : RiA Frh eii- f Exec utiwoflrc er co . at : January 1 rz� +, . 'fir aY ca f .. � .C_ MONROE APPR RT 1 Execution Copy EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY A parcel of land lying in Section 9, Township 66 South, Flange 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 f 30th Street, also known as Marathon thon Avenue, according to the recorded p 1 t 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 comer of l of B 1, according to said p I t of Sombrero Subdivision N . 6, thence N ° '0 "E along the Southeasterly right of way lire ofsaid 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 N ' 'o "E continuing along the said Southeasterly right of way l i n of U.S. Highway No. 1 for a distance of 108.00 feet to the Northwest comer of the lands described in Official Records Boob 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence 1 " ' 7"E along the Southwesterly boundary line of the said lards described in Official Records Boo , at Page 1081 of the Public Records of Monroe County, Florida, for a distance of 400.00 feet to the Southwest comer of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence N ' '0 "E along the Southeasterly boundary line a of the said lards described in Official Records Boob 2862, at Page 1081 of the Public Records of Monroe r County, Florida, for a distance of 100.00 feet to the Southeast corner of the said lands described in Official Records Book , at Page 1081 of the Public records of Monroe County, Florida; thence 1 ' ' "E along the Southwesterly boundary line f the said lands described in Official Records Book 2862, at Page 1081 of the Publ is Records o f Monroe ounty, Flori da, fo r a distance of 115.o 0 feet to the S outhwe st co rn r of the said lards described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence 7 ' ' "w for a distance of 197.00 feet to a point; thence N 1 'o '5 7"W for a distance of 160.50 feet to a point; thence N 1' ' "W for a distance of 28.28 feet to a point; thence N 1 ' ' "W for a distance f 137.00 feet to a point, thence N ' ' "E for a distance f 20.00 feet to a point; thence N 1 ' ' 7"W for a di stance of 9 8.00 feet to a po i nC thence ° 'o "w for distance of 13.50 feet to a point; thence N 1 'o ' 7"W for a distance of 6 7.5feet to a point; thence N '5 Y0 "E for a distance of 2.5 0 feet to a point; thence N 1 '0 6'5 7"W for a distance of 3 2.0 0 Feet back to the Point of B e ginm4 ng. Said par parce 1 of land contains 65,658.25 Square Feet or 1.51 Acres, more or less. EXHIBIT " "I LEGAL DESCRIPTION OF THE EXCHANGE PROPERTY Lots A-4, B-4 and I -1 , 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. P rc l ID# 0 1 7 - 0 14 Exhibit 2 Purchase and Sale Agreement Conveying Fishermen's Property to County 5 Execution opy AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT EEMENT FOR PURCHASE AND SALE (the "Agreement") is made as of the - 20th--- day of January , 2021 by and between MON OE COUNTY, a political subdivision of the State of Florida, ha ing it's address at 1100 S iinonton Street, Suite 2- 1 , Key west, Florida 33040 (hereinafter called "Purhacr" , and FISHERMEN' HEALTH, INC., a Florida not-for-profit corporation, having its address at 6855 Iced Road, Suite 600, Coral Gables, Florida 3314 (hereinafter called "Seller"). WITNE ETH: WHEREAS, l l r is the owner of that certain parcel of land comprising . 4+/- acres, located at 2855 Overseas Highway, Marathon, Florida 33050, situated, lying and being in Monroe ounty, Florida, and legally d sc rib d 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 h r i na#t r c o 11 a dive ly re f erred to as the �`P roper t " - 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 10.0 and other good and valuable nsid r tion , the receipt and sufficiency of which are hcreby 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 terns, provisions, covenants and conditions more particularly set forth in this Agreement. Seller also agrees to convey to Purchaser at Closing all of ll r}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 fights accruing to Seller as a result of i is 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 "Tights and Permits"'). . PURCHASE PRICE: The Purchase price "Purcha Price"") for the Property shall be one Million Four Hundred Sixty Five Thousand and No/10 o Dollars 1,4 ,coo*o o , payable by Purchaser to Seller by conveyance to Seller of that certain parcel of real property located at 3251 Overseas Highway, Marathon, Florida o o, and legally described in Exhibit `#B" attached hereto (the "Exchange Prop rty"). 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. on r ntly 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. . "AS IS" CONVEYANCE WITH INSPECTION PERIOD,: Purchaser is purchasing the Property 1n its �` s-is�� physical condition, specifically and expressly without any warranties, representations or guarantees, either xpr s s 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 1 011 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 i I enviromnental surveys and soil tests. Seller 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 ;o P.M, on the last day of the lnsp ti on Period (the `�T rm ination N ti " , thi Agreement shall he 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 t rmi rate s this Agreement, it shall, at its cost, repair any damage to the rr pert resulting from rn 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 Mold 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 an o n 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. P ur haser"s indemnity and hold harmless pursuant to this Section shall sUMwve the termination or expiration of this Agreement by to s ing o r oth rwi se. W ith r n ten 1 days f o 11 owing the Effect D ate, S el ter wi l l provi d Purchaser with copies of all environmental surreys, soil tests and other studies in the possession of Seller or to which Seller has access, if any, which re l ate to the Property, and copies of any service contracts, records, documents and notices relating to the Property in 1 ler's possession Y�'lll�khSeller has access. Seller acknowledges Purchaser may desire to discuss or otherwise r inquire about plans, documents, agreements and other records of various govemmental entiti s 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 tie ti tl a to the Property suhj et to the fo 1lo wing(the "Pe rmittd Exe ep do n s"): 2 A. Taxes and assessments for the years 2021 and thereafter, B. Restrictions, casements, covenants., conditions, limitations and reservations of record,provided that this recital shall not operate to re-impose same. C. Zoning and applicable governmental ordinances. . 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 Pnwee insuring Purchaser's title to the Property and, unless Purchaser consents otherwise, subject only to those liens and encumbrances which shall be discharged b Seller at or before Closing and the Permitted Exceptions. Purchaser will cause a copy of the Title Insurance Commitment to be delivered toSeller's attorney within three business days of its rece ipt by P urchaser's attorney. Purchas er,# within fi fteen 1 days fo 11 owl*ng the date on which Purchaser receives the Title Insurance Commitment, shall deliver to Seller written notice OIL'-- r haser's objections, if any, to any exceptions which render title to the Property unmarketable table 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 1 day period, Purchaser shall be deemed to have waived its right to object. In the event that Purchaser shall provide el l er with any Title Objections, Seller shall promptly noti f 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 b satisfied or cured. If Seller notifies Purchaser that a Titl Obi ecti n wi 11 nit b sati sfi d r cured,there 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 1 above or this section i i to be exude within ten 1 bus Ines s days fo flowing receipt of notice from Seller described in Section B b above, provided that if Purchaser fails to make an election within the said ten 1 business day period, Purchaser shall be deemed to have elected i . If Purchaser receives notice from Seller as described in Section b above, and makes a timely election of ii above}there: 3 i Purchaser shall be deemed to have agreed to accept title as it then i , subject to any Title b je tion which Seller has notified Purchaser it will not satisfy or cure, without any reduction in the Purchase Price; (ii) all Title Objections descri b d in Purchaser's notice under Section B above not to be satisfied or cured will thenceforth be deemed Permitted Exceptions; and (110 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 r 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, . 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, dply certified to Purchaser, Purchaser's attorney, and t the Title Insurer. The Survey shall show the Property, adj o fining 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 Frith 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. 1n the event the Survey shows any condition which shall readerSeller's fee simple title other than good, mark tabl a 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 l at r than the expiration of the Inspection Period, may deliver to Seller written notice of those surrey Defects to which it objects. If Purchaser fails to deliver to Seller written notice of Purchaser's objections to any s urr y Defects r thi n such period, then Purchaser shall b deemed to have waived any fight 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 B above. 7. III ; 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 days following the end of the Inspection Period, r (H) thirty o days after Seller has completed its new library and has vacated the Exchange Property, unless extended in vvriting by the parties (the "Closing Date"'). The Closing shall tale 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 l si n on the purchase and sale of the Exchange Property. . CLOSING COSTS AND ADJUSTMENTS: t Closing, the following items shall be borne, adjusted, prorated or assumed by or between Seller and Purchaser: (A) Adjustments and Pro-rations: (I*) Deal Estate Taxes: Taxes and assessments on the Property shall be prorated through the Closing Date based on the 2020 ad valorem tax bill(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. (11) CLiens: Certified, confirmed and rati fi d go emm ntal 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 p rio d 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) shall pay the following costs and expenses in connection with the Closing: documentary sumps on the deed, all fees and costs incurred if Seller elects to e 1 ear title to the Property, the e o st of 1 i erg se arch arche s, S el l er3 s attorney s 3 fee s, the e o st of obtaini ng and recording any corrective instruments, and the costs of discharging any monetary liens on the Property. 011") Purchaser shall pay the following costs 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 19s attorneys' fees, the cost of the Survey, if ordered by Purchaser, and the cost of environmental suirveys and soils tests of the Property. /. DECLARATION P RESTRJCTIONS. t Closing Purchaser and Seller shall execute a Declaration of Restrictions in the form of Exhibit" " 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 Closine. At Closing, Seller shall execute and/or deliver to Purchaser the following, 5 A Special Warranty Deed (the `Deed"), subj ect only to the Pennitted Exceptions; (H) Four 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 FIR PTA 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; (1v) 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 authors ed 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 fours 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) corrective instruments as may be required to satisfy or cure any Title Ob4 ections Seller has elected to satisfy or cure; (vil) An As signnt 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 th rmn" e 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: (1) Four 4 executed counterparts of the ClosingStatement; (11) 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 follows: Radon 'is s 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 6 found in buildings rn Florida; and additional information regarding radon and radon testing may be obtained from the Miami-Dade County health department. 12. FAILURE F 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 terra, covenant, or condition herein one ned 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. ATTO N Y 9 FEES: Should Seller an(i/ r Purchaser employ an attorney or attorneys to enforce any of the provisions hereof, or to protect its interest or enforce its ruts 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-, (h) observe all laws, ordinances, regulation, and restrictions aff Ling 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 i 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 Closingand 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 tin 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, Pendine or Threatened: Seller has no knowledge f any pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof. (B) S ninth o ri : Seller has, fu11 right, power and authority to perform this Agreement and doing so will not result in breach of, or constitute any default under,r, or result in the 'Imposition of, any lien r 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 hound. The execution and delivery of this Agreement by Seller, and the consummation b 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 Intemal Revenue ode of 1954, as amended. 7 (C) Pendina Litigation: e l l r has not received notice of`any legal actions, suits, or other legal or administrative proceedings pending or threatened, which aff t r uld affect the Property or any portion thereof, and Seller is not aware of any facts which might result i n 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) one lia n c 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 s and restrictions p rtai m'ng to and affecting the Property and to the best of Seller's knowledge, there are no outstanding orders, judgments, injunctions, awards or decrees f any court, governmental or regulatory body or arbitration tribunal against or involving Seller which could have a material or adverse eff` t on the Property or the use,condition or operation thereof (F) Violation of Zoning L airs: 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, stag or municipal laws (including, without limitation, sales tax laws, ordinances, orders, regulations or requirements) affecting any po rti o n of the Property. --—--- ---- No Hazardous Materials; To eller"s knowledge, the Property is not contaminated with any chemical, material or substance to which exposure is prohibited, limited r regulated by any federal, stag, 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 r regulated substances, r by a manufacturer of any product or for any other industrial. (H) Underlying Structure: Seller has no knowledge of sinkholes, caverns, faults, ondui ts., voids, mines, or other geological anomalies which could affect the development of the Property. (1) Sp Assessments: There are no special assessments affecting ting the Property. Seller agrees that the foregoing representations and warranties shall survive the Closing for a pen od of one year. 16. BROKERAGE: e l lr 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 toss, 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 i nd nunifying 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, r rra ti s and inderm'ti s contained in this Section shall survive the Closing. 17. RISK OF LOSS: In the event of damage or destruction to the Property t 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. 1 . CONDEMNATION OR EMINENT DOMAIN: In the event of any condemnation or eminent domain proceedings for any public or quasi-public pu rpo s s at any time prior to Closing, resulting 1n 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 r 1 to close the transaction contemplated by this Agreement, in which h 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 D ate. Seller agrees not to enter into are 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 com u.nl ation hereunder shall be in writing and sent addressed to the parties as follows- Asto Purchaser: Monroe County, Florida Kevin G. Wilson, AA I 10 o S imonton Street, S uit Key West, Florida 33040 Tel: 0292-4529 Email: Wilson-Kevin@MonroeCountyFL.Gov Adele V. Stones With a copy to: Oropeza, Stones& Cardenas 1 Simonton Street Key West, Florida 33040 Tel: 849-2352 Email: Ginny@keyslaw.net As to Seller: Kathleen S. Moorman, Vice President Baptist Health Entrpri s s, Inc. 6855 Id Load, Suite 600 Coral Gables, Florida 33143 Tel: 662-7386 Emai h kathleenmo@baptisthealth.net 9 With a copy to: Kyle I . Saxon, Esq. Saxon Fink, ELP 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 b certified mail, return receipt requested,, 'in rhi eh case notice shall be deemed delivered three business days after deposit, postage prepaid in the U.S. mail, orb sent by a nationally recognized overnight courier, in which case notice shall b deemed delivered one 1 business day after being deposited during n business hours with such courier, or 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 sane 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 b written notice to the other party provided, however, that no notice of a charge of address shall be effective until actual al 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 pr parati n of this Agreement. . CAPTIONS AND HEADINGS: Captions and Article headings ont n d in this t-i r ee en t are for convenience and reference only and in no way define, describe, extend or limit the scope or i nt nt of this Agreement nor the 'Intent of any provision hereof. 1. NO WAIVER: No w er of any provision of this Agreement shall be effective unless it is in writing# sigTed by the party against whore it is asserted and any such written waiver shall only b appl i e ab le to the sped fi i nstane a to which it related and shall not b deemed to be a continuing or future waiver. 224 COUNTERPARTS: This Agreement may be executed in one or more counterparts, a h of which shall lie d e d to b on inal but all of which shall constitute one and the same agreement. Ali electronic or PDF signaWre of an executed counterpart shall have the were validity as an original signature. . BINDING EFFECT: This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective su e ss ors 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, �� y' mans "any and all"� "include"" and ;�Inc 1u '' each are without limitation; '"ME riot l and other negative forms of the verb ""may" each are roh ibltor ; and ;`l "� �`rnu ���� and "should" each are mandatory. p Unless this Agreement expressly or necessarily requires otherwise i any time period measured in " " (and not ��busi rye s dais' means consecutive calendar days, except that the expiration 10 of any time rid 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, unda r legal holiday; ;m action is at the sole expense of the party required to take it; and i i i the scope of a indemnityincludes any costs and expenses, in l uding reasonable attorneys' fees i n urred through all app el l ate levels, whether suit be instituted or not, incurred in defending any indemnified claim, or in enforcing the indemnity, or both. . 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 terns of this Agreement and every provision hereof in which time i an element. No extension of time for performance of any obligations or acts shall be deemed an extension of time for r p rforma-n a of any other obligations or acts. If any date for performance f 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. . ENTIRE AGREEMENT: This Agreement and the Exhibits attached hereto contain the entire agreement between the parties. There are no premises.,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 meting 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 i wfifing-and signed by the ply against whore enforcement is sought. . 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 tens and conditions of this Agreement. . WAIVER OF TRIAL BY JURY: Seller and Purchaser, to the extent they may legally do so, hereby expressly waive any right it to trial by jury of any claim, demand, action, cause of action, or proceeding an'sing 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, act on, c ause of action, or pros eedi ng shal I he dee i ded by a court tri al without a j ury and that any party hereto may file an original counterpart or a copy of this Section with any court as written idene to the consent o f the other p arty or parts s hereto to waiver o f its or the it ri ght to trial by jury. 1. 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 fall fally executed by Purchaser and Seller and duly executed counterparts delivered to Purchaser and Seller by the tenth I 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 t r mi me and this Agreement and the Exchange Agreement shall be null and void. . APPROVAL OF BOARD OF TRUSTEES F BAPTIST HEALTH SOUTH FLORIDA,, INC.: Notwithstanding anything to the contmry contained herein, this Agreement and the Exchange re m nt are subject to and contingent upon approval by the Board o Trustees of Baptist Health South Florida, Inc. If the Board of Trustees of Baptist Health South Florida, I ne, does not approve the purchase of the Property prior to 5:00 p.m. on the last day of the Inspection P rl'od or such later date as may he agreed to in writing by the parties hereto), then this Agreement and the Exchange Agreement shall be deemed to he term i hated 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 1 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of and year written below their respective signatures. AV, ��r � SELLER: is FISH RM N F H LTH9 INC i Fr a 'Ir*da not-for-profit corporation 41 ._ F i 00f By: BY, E cLERK Ri Fire e&45,1�hi e f Execut+ icer Dated: January 9 2021 PITS : 00MONROE COUNTY,a political subdivision of the r *'mw� � State of Florida ti•� -� �- f Lft C. Name: Michelle Coldiron = Title: Mayor - Dated: January 20, 2021 APpRo ""Wy � ,jk 1 Execution op EXHIBIT "A"" LEGAL DESCRIPTION OF THE PROPERTY Lots -4, B4 and II-1 , of SOMBRERO SUBDIVISION NO. 6, according to the Plat thereof as recorded in Plat Book 2, Page 93, of the Public Records ord of Monroe County, Florida. Parcel ID ##0 1 0 EXHI BIT "B"' LEGAL DESCRIPTION OF THE EXCHANGE PROPERTY parcel 1 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: omm n in at the intersection o f the 1 orth a t rl right of way line of` th Street, also known as I r thon Avenue, cording to the recorded plat of SombreroSubdivision No. 6, as recorded in P I t boo k 2 at page 9 3 of the Public records o f Monro e county, and the S outheasterl n t f wayl i n of U.S. Highway I o. 1, also known as Overseas H'ghway, said point a1 � h�i r� the Northwest corner of lot BI, according to said plat of Sombrero Subdivision No. 6, thence I ° '0 "E along the Southeasterly right of way lire 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 N 7 ' ' "E continuing along the said Southeasterly right of way lire of U.S. Highway No. 1 for a distance of 108.00 feet to the Northwest corner of the lands described in Official Records B ooh 2 8 62, at Page 10 8 1 o f the Pnhli c Records o f Monroe Co unty, Flo rich; thence S 1 '0 6'5 7" along the Southwesterly boundary lire of the s d lands described in Official Records Boot 2862, at Page 1081 of the Public Records of Monroe ounty, Florida, for a distance f 400.00 feet to the Southwest corner of the s i d lands described 'in Official Records Book } at Page 1081 of the Public Records of Monroe County, Florida; thence ' ' " 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 oWle ast corner of the said lands des crib ed in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence 1 'o ' 7"+E along the Southwesterly boundary line of the said lams desrtbd in Official Records Book 2862, at Page 1081 of the P ublic records o f Mo nroe C ounty, Florida, for a distance o f 115.0 0 feet to the Southwest or er of the said lands described in Official Records Book 2862, at Page 1081 of the Public Records of Monroe County, Florida; thence 7 ° ' "W for a distance of 197.00 feet to a point; thence I 1 " r "W for a distance of 160.50 feet to a point; thence I 1" , "W for a distance of 28.28 feet to a point; thence I 1 ' ' "W for a distance of 137.00 feet to a point; thence I ' 'o "E for a distance of 20.00 feet to a point; thence N 1 'o ' "W for a distance of 98.00 feet to a point; thence ' '0 "W for distance of 13.50 feet to a point; thence I 1 'o ' ?"W for a distance of 67.50 feet to a point; thence N7 ° '0 "E for a distance of 2.50 feet to a point; thence 1 '0 ' "w for r 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. 1 EXHIBIT " DECLARATION F RE TRI TON This instrument was prepared by; Marne, Kyle I . Saxon, Esq. Address: Saxon&Fir , LLP 2121 Ponce De Leon Blvd., Suite 740 Coral Gables, Florida 33134 DECLARATION OF RESTRICTIONS THIS DECLARATION F RESTRICTIONS (the "Declaration"') is made and entered into as of the day of , 2021, by FISHERMEN'S HEALTH, INC. a Florida not-for-profit corporation (hereafter referred to as "Fishermen Is")�) and M N ROE COUNTY, a political subdivision of the State of Florida (hereafter referred to as "Monroe County 15'), WITNESSETH THAT WH AS,, F i sh nnen's is the owner of the developed real property legally described itr h ii u ft"A" attached dirt (the `�Property"), and WHEREAS, Fishermen's has agreed to sell the Property to Monroe County, and WHEREAS, a condition of Fi sherm n's selling the property to Monroe County is the execution and recording f 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. . Neither Monroe County nor any successor owner of the Property shall develop or ut'l i e the Property for medical offices or medical related uses, including, but not limited to a day hospital or short-terra hospital, an outpatient or urgent care facility, a free standing emergency department, a dedicated emergency department, an ambulatory surgery facility or other type of fae i l it 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. 1 . The 1 irnitati n , covenants and restrictions ont in d in this Declaration shall b for the benefit Fishermen's. This Declaration shall be recorded in the Public ord of Monroe County, Florid shall constitute a covenant running with the land and shall remain in full force and effect and be binding on the owners of the Propel untfl such fime as this Declaration is modified or terminated. . This Declaration shall be binding on the owners on the Property for a period f fifteen 1 years from the date this Declaration is recorded in the Public Records of Monroe County, Florida, after which time this Ike e laratl n shall terminate and be of no Sher force or effect. . 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 anviolation of any provision f this D l aratlon. In the event r�for cement o f the terms o f this Declaration becomes es necessary., the party vl'olating the terms or conditions of this Declaration shall be liable to Fishermen's r 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. -- --&-Tffi s Declaration may be modified or amended only upon written agreement executed b Fishermen's and Monroe County, or their successors, if applicable. . The invalidation of any one of the limitations., covenants or restrictions contained herein shall not affect or invalidate any of the remai*ning limitations, covenants and r stri ti n s, which shall remain in full force and effect. . This Declaration hall not restrict Monroe County or any successor owner of the Property from selling, ass i gningor conveying its interest in the Property or placing a mortgage on the Property. . The failure of Fishermen's, or its successor, if applicable, to insist upon strict performance any-o f 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 w or equity and shall not be deemed a waiver of any subsequent breach or violation. 10. This Declaration shall be binding on Fish nn n"s and Monroe County and their respective su ssors and assigns and upon any successor owners of the Property. 17 1. 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 f any portion of the Property to the general public or for the general public or for any public purpose rhatso v r. 1 . This Agreement shall be governed by and construed in accordance ith the internal laws of the State n f Flori da, Venue for any action i sing out of, or in any way co nnected 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 fiat above written (Signatures are on the next pages) 18 Signed, sealed and delivered In the presence f: MONROE COUNTY, a political subdivision of the State of Florida Name: Name: By: 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 � 202 1, by --- -------.. . --. 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 Public, State of Florida ida y Commission pit MOE CO APP ERA H E Rt JFL 17!r Signed, sealed and delivered In the presence of: FISHERMEN"S HEALTH, INC., a Florida not-for-profit corporation Name Name.- B y --- am : Title STATE OF FLORIDA COUNTY F ICIIAMI-DADL The foregoing instrument was acknowledged before me by means of physical presence or online not ri ati o n, this day of 202 1, b the of FISHERMEN'S HEALTH, INC., a Florida not-for-profit corporation. He is personally known to me or has produced as i dnti f iation and did not tale an oath. Notary Public, State of Florida My Commission Expires: EXHIBIT "A"" TO DECLARATION LEGAL DESCRIPTION F THE PROPERTY Lots -4, B-4 and I -1 , 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#0 0 1 - 0 00 1 Exhibit 3 Published Notice of Intent to Exchange County Property 6 KEY -ET EN The Ffonda keys OrWy Daify Newspaper, Est. 1878 PO Box 1800,Key West fi 33041 legals keysnews.tom MONROE CO ATTORNEY 1111 1 TH ST SUITE 408 KEY WEST FL 33040 Account: 137379 Ticket: 373661 PUBLISHER'S AFFIDAVIT STATE OF FLORIDA Subd iv ision Flo.6,t he'n-ce N 73°53'03"E COUNTY F MONROE COqbo PROPERTY along the Southeasterly right of v1`11 line of said J.S.Hi gay ay No. t for a NOTICE IS HEREBY GIVEN PURSUANT di"nce of 352-00 fieet to the Point of efo theundersigned authority r n II TO F S.125.37 that the Board of Coun- Beginning of the parcel of land here- Before appeared ty Commissioners of Monroe County, inafter described;thence N 73°53'03"E F Io r i da shall meet on Janua ry 20,2021, continuing along the said Southeast- at 9: a.m.at the Marathon Govern- e r ly r1 ht of way I i ne of I.S.Highway Sa who on oath sa s that he'or she is meant Center,2798 Ovens Highway, No, 1 or a d ista nce of 108.00 fee to Maratkon, F a. or as soon there- the Northwest corner of the lands de- after�s may be heard to consider the scribed in Official Records Book 2862, L hKey West ftlZel�1F daily news- adoption of a resolution authonzing at Page 1081 of the Public Records the exicha n e of a portion of rea I prop- of Monroe COont�, Florida; thence paper published in Key Mst,in Monroe County, Flo I da;that the attached copy ert�+ own Il nroe County, Flor- 516°06{57,"E a!o riq the So+�thwa Iy r- ida,of adore�srne n t,being a legal notice in a matter of Notice toExchange Property war looted at 3251 ors H' h, �boundary I i ne of the said lams de- Book 2862, was published In said newspaper in the issues of, rea � owned FisI�7's at Page 1081 of the Publ is Records of Heallik Inc. hxated a� %Overms Monroe County.Fforlda,for a distance Hig hway,Marathon,IFlodda(Panel s), of 400,00 feet to the Southwest corner Wednesday,January 6,2021 The purpose of the exchanp is to pro- of the said lands described in Official Wednesday,January 13,2021 pride for better health care and fad lit ies R ords Book 2862, at Page 1081 of for the c itizens of Monroe County and 1 he Public Records of Monroe County, to provide for additional office space Florida;them N73053'03"E along the for Constitutional al Officers and County So uthe"et boundary line of the said Departments.tments. lands described in Off ida I Records Book Affia nt further sags that the Key Vest Citizen is a newspaper published in Key Due to COVI D prLKautions, the public 2862, at Page 1081 of the Public Re- West,in said Monroe County,Flo 6d a and that the said newspapers has hereto- can pa r tk 1ppate-rn the meeting via the cords of Monroe Cou nt)r Floridan fof a fore been n in uousl published l ish ed i n said Monroe n F I r' Zoom platform by. distance of 104,00 feet to the 5outheast p t�}, 4 Id a eye day,and corner of the said lams descri bed in Of- has been entered as peniodIcals matter at the post offioe in Key Vest, in said Telephone; Dia 1(646)518-9805 or(669) fic is I Records Book 2862,at Rage 1081 M o n rCounty,Florida,for a period of 1 year next pre ding the fl rst publication 6833. when prompted,enter the of the Pub I is Records crf Mortir Coun- We b i na r I 913 1016 8691 fo l lowed by t�+� Florida, thence $16 57 E Wong of the attached copy of adVer#i rnent;and affi ant further says that he or she has the 0 key,then*9 to recognized file Southwesterly boundary 11ne of the neither paid nor promised anygerson,firm or corporation any d isWu nt,rebate, the host when item is ca lied. said fa ads described in Off Ica I Records 'n mission r rfu rid for t Book 2s ,at Page 1081 of the Public moose of securing this advertisement ft ise ment for p u b li a- Video Conkronce via Zoom link:htto�� Records of Monroe Coup ,F Iorlda,for ti in the id newsp a - - a d ista none of 115.00 feet to the South- west corner of the said lands described When pram Ptedr enter your email in Official Records Doak 2$62 at P e address and name. When the item is 1081 of the Public Records R I cnroe ( r'I atu re of Af f'Mant y called, select the "Ra fsed Hand" fea. County, Florida; thence573"53'03" tune that appears at the botlorn of the for a distance of 197,E feet to a screen to be recognized by the host. point;thence N 16T"7"W for a dis- ff'I r'rn ed and suc i bed before me this 8th day of January 0 1 tarKe of 160.50 feet to a point;theme To report problems with the broadcast N61°06r5 7m W for a d i nce of 28,28 or participation in the Zoom web irla r, feet to a point- thence N 16WW please call(305)872-8831. for a distance of 137.W feet to a point, thence N73'5,3'03"E for a d i s- a P N I ie ig n at u re) COUNTY PROPERTY(Parcel A) to nce of 20.00 feet to a point;thence N 16a06'57 R for a distance of 98.00 C The County pro per-ty is the current filar• feet to a point thence 573°53'03' athon branch I i brary,which ha 5 a street for a distance of 13.50 feet to a (iotary Public PrI ted Name) (Notary Seal) address of 3251 O vemeas Highway, paint thence N 1 Ems'W-w for a dIs- Marathon,Florida and a portion of the tance of 67,50 feet to a paint;thence parcel with ID number of 00102310` N7311 53'03"E for a diva nce of 2.50 feet Ally commission expires DOM. The County intends to con- to a point,thence N 16°06'57'W for a wey a portion of that property(Parcel distance of 32,00 feet back to the Paint A)that has a I a l description as for- of Beginn i .Sa�parcel of land con- lows:A parcel of land lying in Seek ion twins 6%ES -�5 Square Feet or 1.51 Personally Known P rod u d I den#ifi cation 9,Township E6 South, Range 32 East. Acre,more or less. Marathon, Mo nrcme Count}, State of Flo rida,-and bei rig mo re particula Oy de- THE FISHERMEN'S HEALTH,INC- Type of I dentifl oa tion Prod u Ged scribed by metes and bounds,as fo I laws. PROPERTY(Pa rail 8) to-wit:Cornmencin at the inte mction The Fishermen's Heafthr Inc. prope r of the Northea stem right of wa i Fne is located $t 2855 Nerseas H ighWayr NoMmY 1� Suft of Fl aft of 30th Street, a Ise known -asara- Marathons Florida and has a parcel ID M thorn Avenue, ordi rt t o xhe record. um be r of G032173 D . I aI D �,,Y C&TOWNIonM ed plat of 5o m of Subd rivision No.k owription is as foilow+rs. Loll�1-4, � E 3 as r ortded In Plat Book 2 at Pa 93 and 0-14.of SOMBRERO SUBDIVISION air of the Public Records of Monroe oun- NO.6,according to the Plat thereof as tyr Florida and the 5ou+theasterN right recorded ire Plat Book 2. Page 93, of of way line of U.S.Highway No,1,also the Public Re<ords of Monroe aunty, known as Overseas Highway,said point I`bof Ida, also being the Northwest corner of Lot B 1,accordi nq to said plat of Sombrero 7 ER MS AN D CON DITtO NS OF PROP05 ED EXCHANGE The Count and Fishermen#s Health, inn.agree to convey to each other ti- tle to their respective parcels by good and sufficient deeds, free and clear of alJ liens and encum bra ncesr eXCept that Parcel B will be encumbered by a rewictive cavens nt proh lbitl n g the County or any successors In interest from developin9 or uti ftin g Parcel 8 for medical offices or medical related uses f or a period of 15 gears. Fisher- m e n�Health,Inc.will pay off a sew- er assessment lien on Parcel B in the amount of $7,981.82. Fis hermen's Health{Inc.will pay any and all docu- ment stamp fees required to be paid on both properties. The closing shall take place on the latter of thirty(30) days after the end of the 120 day irs- spection period or after the County has completed its new library and named Parcel A,un Ids ended in writing by the pa rt ie5.Tha a dosig on each pro pe r- is contingent on 51m u Igneous clos- ing an the other property, Bath p p- er#i es are being conveyed"as is"with respect to physical condition, Copies of the proposed Resolution and supporting documentation may be a b- tu i ned from the GOLnity Attorney's Of- fice, 1 111 1 nth Street, S u le 408, Key West, FL 33040 or online at: http mod roeu nt l.'f, ;amfCit i �nC'l . tRil Meeting aspx l =T�31---- ADA ASSISTANCE.- ff you am a person widt a disability who needs spedal ac- carrrrrs a ns to par dp,atet r)ntat S)2924441,between the hmrs at 83W.M.—S.lWnL,for to the$dred- u d meeting:if ou arehearri'nq or voke-irrt�a�re,dr cal'711 Dated at Ivey West. Florida,this 30th day of Dece rn ber 2020. K EIS IN M+DOK, Clerk of tie Circu It Court and ex offr'cio Clerk of the Board of CDunty Commass toners of Mo nrue County,F lori d a (SEAQ 1 IW21&1113 1 Key We,t Citi zen '....A i T. � Ar Ake—— OF Published WeekN Marathon,Monroe County,Florida ti SI . P � � . {. We 'SITE OF FLOND�l COUNTY F MO E r + Y Before the undersigned authority �; - }, _•.1 C S 1 pe rsona I l a p a J�N K L 3 who on oath, says that h is PUBLISHER the WEEKLY newspaperpublishedy.=•_ f _ k� �8t�1��'1' I�1 , 4o n r county, noirlda: that the attached copy of advertisement was ;••• � .. published in said newspaper in the r Issues of:(lot s)of publication) is Nj • � 1 :+ •. -JAL--, Af�ant further�that the said WEEKLY •• NEWSPAPERS is a newspaper published � at Marathon, in saidMonroe ;. -; ..•.- :. .>3�;; t- ,•. Florida,and that the said newspaper has y.. - heretofore been coati nuou y published In said Monroe County, Florida, once a :'•1• r. r ���ti l..•`•} each week(on Thursday)and has been �WD;1 1 1RU��� �11�.11 class a H matter at the post office in Marathon,In Monroe � tt County,Florida,for a period one year •r.��.r nest the fiat publicationof �. r . M 1 the attached copy of advertisement.The affiant further says that he has nerther Paid nor prom i d any person,firm,or y corporation any discount rebate, F r. .y ••r �a com M iss ion or r nd for the pu rpose of x , 1 +;•�'..r ate• ..tiy,. _ s securing this �rtis-e nt for •i pub]is ation in t he sa id news r ) h� i s algid .. .• that T � .. ws pe is }n fail v y 'V. Of ro 1. y ` _ }L. 1 Tom•. JL wol'`r� to and S r u�s�ri�ed fire rye � ��• •r •- � • this ay of 0 Notary andsW. y`a��li l�f � •� . Y PARS .. _ .�. •Y `�rt, �1 L 'ram+i~'j yy ENX ofs ! EEK OBI •O*;. km L 11 M1 ey a uQ be Published Teel + Ok". or A*Wx Marathon,Monroe County,Florida Cmrpty,FkWda*4 mat op %ecto"NOCNOWN of ......2MI*9W aj& .. ..I % ...... them PROQEOF PUB _ ; � ic� { STATE F FLORIDA T{ } r~ COUNTY F MOI R E ,.Y + Before the undersigned author n - r Pe ronal appea and J V O LER who on oath, says t � Its p H of _ F I the WEEKLY EID ER , a weeklynewspaper published i nMarathon, rn Monroe o u n , Florlda; that the - aittached copy of d1rti'Sr1''lerlt was ti ,� � r �' ••>• � � _ � , published in said newspaper in the r{ } issues cif;(d ate(s)of publication) �'� � IN ry +' P r M1 r ' qqcew Afha nt further says t�the Id WEE LYh.,,L: :ow f ' NEWSPAPERS is a news ,�. `. ., at Marathon, in said Monroe County, . •• .•� "�:•. :y• �'':_• r • + i r Ronda and that t said newspaper has / ` ' heretofore been contin published '.' In said Monroe ounM Florida, once l each week(on Thursday)and has been q Ual�as a end class r ii matter attheoffice i Marathon, InMonroeCor ounty,Florida, �. titAda for a d of one year t _ '. *�.: : �• - K .L.• L net coed the fire publication of L the attached co advertisement. `{ >� �� c. p � ment.�'he •� .. • fa�1t further $ nfitr '._ r t 4 paid nor promised any person,firm, or y.. � �U 9� � • corporation any discount reb�teR ���t com m iss ion or refu nd for the pu rpose �y - Y t � �C: T : sec uri ,; . this advertisement rr t far ! t pu b I icat ion in th a said news r(s)and � �� . } that asp s hull �: comolia nce with Chapter 50 of the � t� VD a�ommi 19 t Mate tatu ._� l andAlft . i �+ il dverirn fi A ..l.l...�,.,.. k fb � . Sworn to and subscribed before n this i Of 2021. dam 1 l Notary •� � .. i } . .. ..-; �. :1 L N. '?r EXP D**Tftr 17,W21 Bonded th +L� LY_\ •• • •F Mw ath on* unsh i no Key.B P in a Key No Name Key.L i We Diddle&8ig Torch Key R em rod Key u mefkend Key*C ud joe Key*S ug erfoaf Key Tom y 30330 Overseas Highway P.O. Box 431639 Big Pine Key, FL 33043 Phone: o - - 1 0 Fax; 305-515-2939 AFFIDAVIT OF PUBLICATION STATE OF FLORIDA COUNTY OF MOIL FLOE Before the undersigned authority personally appeared Steve Estes, who on oath says that he is the Publisher for the Nears-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 COU NTY P RO PERTY: M ON ROE CO UNT1 PR J E T MA N AG E ME NT, 1100 S f MO NTO N STREET, ROOM 2- 1 , K EY WEST, FL 33040 was-published-in said newspaper in the issue(s) f; JA f UARY 8 & 15, 2021 Affiant f u rther says th at the N ews- aromete r is a weekly n ewspaper pu bl i h d i n Bi g 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 pest off i ce i n Big P in a Kerr, 1 n said M on roe County, Florid a, for a period of 1 yea r next preoeed i n g the fi r t publication f 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 retund for the pur- pose of securing this advertisement for publication in said newspaper. Signature of Aftlant _ Sworn and subscribed before me this 1 TH day of JANUARY, 2021 Signature of Notary Printed Name of Notary Expire Personally Kn own Produced Identification Type of Identification Produced 'ell F 5\.�v uwy 8,2021 News-Barometer pap 11 NOTICE OF INTENT TO E CH NC,E COUSTY PRO PFIrTY JCONIC NOT IC E IS HE REBY GIVEN PURSUANT TO F.S.125.37 that the Board of County Cornini�.sioners of Monroe County.Florida sha11 ftem Page 1 tree C can d anu a ry 20,2021,at 9:H a.m.at the M arat hon Govern me nt C en to r,2 798 0 ve rseas H i ghw sy,M aratho n,Florid a,or a s sno n t hereto tt er as may be heard to consider the adoption of a resolution authorizing the exchange of a portion of real property owned by renter acres t landh o f the e the w;rle r- Monroe County,Florida,located at�3 2 5 I Ov a rseas Highway,Marathon,Florida(Parcel )for real property owned by'F is he rrnen's front just sout lc�dgc. Health,Inc,,located at 2855 Overseas Highway,Marathon,Florida(Parcel B)_ The purpose-of the exchange is to provide for better The U became, the rtiew I i(� tit ions n even Kl ly Key. health care and faciIities for the cit1zens of[Monroe County and I pro vHe for add]tNonai office space for C o nstl tut 10 na10 fficers and Deer Refuge Visitor Center and County Department,;- he]W he's portion remained as a Dui to C Oar'[D p rec au t ion si,the public can participate in the tneet i ng via the Zoom platform by: rustic carnpi ng area. The tie w owners,howe ver,p Lan Telephone: Dial( 6)5 l 8-98 0 5 or(669)900-68 3 3. Mtn pram p k ed,enter the Web i nor I DP 913 1016 9691 followed by to take the facility to the next the#k cy,I hen 119 to bi�recognized by the host when item is called- level in Rol earn p ing, said lac Laren. Video Conference via Zoom link: h ttP 1moriroecoun k fl,gov,!BoccM"tn ar Fl tric. eater and sewer con- i ')0. When pro rap ted,cn ter your email addr s and name. When the item i4q called,sele�•t the"Ra i sed 11 and"fe a I tyre t hat a p neon�Sri I I be added to the rus- pears a[the bottorn of the.screen to be recognized by the hest. tic camp sites to make the usable for Rvs_ No nt w sites will be To report problems with the broadcast or particspatiern in the Zoom webinar,please cal](305)8 7 2-8 8 3 1_ added ''What this will do is make the facil it} similar to what P COUNTY1'1Z OP E RT�f(P arc el A) c:arnpm will find nci at Blue water RV on Sugarloaf Key," said The County t is the current Marathon branch I ibra which h o address of 3251 QvQmeas Highway,Marathon, a anti a sae Laren "I t will cater both to portion of the e I with ID number f` 2 310-00000f�_ Th t n ds to conveya that property Fa that has a the current �isitars who use the [e a 1 desc ri t follows:A parcel of land lying in Section 9 Dwnship 66 South Ranac 32 Fast.Mara I hon Monro tv,Swe of park and to a more upscale RV F lori da,aiid-be i ng more particularly dg,cri b d by mates and bounds.as fo I I ows,to-wit:Cert mcnc ing at I h e intersect ion o f the Northeas led com nn tin i t}," right of vrayJ n(-of 3 0th Street,also knat+�n as[1�farat hon Avenue, .ordin v to the recorded p I t o'Sombrero ubdiv i si on i�,6.as re�orci- The future plans call for the ed in Plat, k 2 at Page 93 of the Ubl i c Records of Monroe County Florida and the outhusterlyri gh t of moray line of`,U.U.S.Highway N o_ pis iblrr• i nstallat ion of outdoor i,als!qkjiQwna;sOvcrsea,sHiEzhw d point also being the Northwest corner of Lot BI.a-ccording,to said plat pf&mbrcrg Subdivision k i tc hens and dining areas far ind i- f .6,k hcnce N 7 3'5 3'03"E al Q n g t he Southeasterly right o f way line o f sa i d tJ }I rghway No. I for a dicta nce!Q Q 5 2,00 feet to the Po i n t v i dual s ices under une nclosed t i ki of B eginn in g o f the parcel-o f land herei n after&Scri bid=thence N 7 3'5 3'03"E c c tin�n u i na a I ong t he sai d So Mthegt L-fly Jght of way l i n huts,another amenity that mirrors U.S.H i hwa-N o_ I for a d is I anc e o f 108.00 feet to t he Northwest corner o f the lands described in Offli cia l Records Book 2 8 h 2 at page parts of B I ue Water RV. as 1081 o f the Pub!i c R words o f Monroe unt F lorida;t hence S 1 t4'067 7"Fr along t he qu thwesterl boun cat' line o f'the said la nds He sai that despite rur to described in Official Records Book 3 9 6 -at Page 1081 of the Public R words of Monroe County.F1or idl i for a distance of 4�1[�_ fit to the contrary, the buyer has hay no ply�to[urn I he area i nt,n hc�t�] the cru thv��es[corner o f the said 1 ands deseri bed i n ffic i a1 R rds c k 8 t Pa 1 8 I f`the Public Records of M can rog C'oun t� car a dated�'ac at i�a n ten tal c:ommu- F I ors da'thence N 7 3'5 3'0 3"F a ton the Southeasterl boundaryI i tie o f'the said lands descr ib i n Clfific is I Records Rook 2 8 `1 a t Pa a nity_ !ftS-F of-,I-he-Fuhhgi -.1tecurds of l[ n rog C'oun I y,Florida for a digaac a of 1.00.00 feet to t he So the as t corner o f the said land5 described i n "They are very experienced in 0 ffic ial Records B coo k 8 6Z,at Pa a 10 81 o f the P ub l is R rds of Mon roe Coun ty,FI on�_thence S 16'06'5 7"E al on:r the out hvwes I erly theme types of properties and s i m- houn da ry I ine o f I he sai d lands descri bed i n 0 ffic i a I Recprds Book 28 6 2 a[Page 10 81 of t he Public Records of I~I can Egg Coup F I on cq ply wan1 to upgrade the v i si[or fo r a dis to nce o f I l _00 feet to the Southwest corner of the sa i d lands descri bead in 0 ft i�:i a]Records B coo k 2 863 at Page 108 l o f the Ply b I i c experience w'it h the I mpro ve'- Rt`cords of Monroe Coup Florida,•thence S73aJP3"W for a distance of 197_(X)fp gi:to a poini-thence N 16'06r5 7,,W fot al distance of men Ls 5"he added_ 160.50 feet to a Vo i n t,the tice N 61'06 5 7"W for a di stance o f 2 8.2 8 fee t to a o i n t.thence N t 6°06'5 7"W for a distance o f 13 7.00 fee t to a The Gladwell family, lie said point;thence N 73'5 3'03"E for a d i stanc e of 2 0-00 feel to a poi n 1,thence,N 1 b4 06'5 7"W for a d i stance o f 98.00 feet to a poin t;t hence began cunternpl ati ng the sal t�of S7 3°5 3'03"W for a d is I ante of 13.50 feet to a point•thence N16'06'57"W for a distance of 67.50 feet to a point,thence N73'5 3'03"F for a the property after the devastate on di mance o f 2.50 feet to a point,t hens!N 16'06'5 7"W for a di stance a f 3 2_00 fee k bae k to the Po i nt o f Be i nn i n .Said orce I of land con- it suffered from Hurricane Irma in twins 65,658.25 Square Feet or 1,.51 Acrest more or less. 017_ `'The storm did a I of of damige U41t[here grid if took Cheryl Sort1€� THE FISH ERf�I EN'S HEALTH, f ,1'F�O1�F.RT1�(Parcel B) time to recover and get back full operat ian a I, [ think that the idea T he Fis hermen's I ealth,[nc,property i s located at 2 9 5 5 O verseas H ighway,Ma ratho ti.F lorida and has a parce i I D number o f 00 3 217 3 0- of going through another stoma 000000. The legal description is as foIIows- Lots A-4,B-4 and D-14,of SOM8RFR SUHD[fir'1SION N C?_6,according to the Plat thereof Iike that Just didn't appeal to them as recorded in P 1at Boo k 2,Page 93,of t he Purl i c Rec ords of M onroe C.aunty.F Lori da, anymore,"he added. Local residents had been upset TERMS AND CONDITIONS OF PROPOSED F_XCHANGh When the new buyers filed an application to change the rustCc: The C'oun ty an d F i shermen's H ea I th,I tic_agree to cony e y to eac h of her t itle to[heir rec pest i ve pa rc el s by good and su ffic lie n t deeds,free camp area from its c Myron I Tier and c]car o f al l I lens and enc urnb ra nces,a wept t ha I P aycel B wi I be en c um bered by a re s tricti ve covenan t prohibit ing the County or any One land desi gnat ion to ,r Tier successors in interest from developing or u ti 1 iz ing Parcel B for tried lien i offices or medical related uses for a period of 15 gears, Three, believing it might bc, the Fisher start to the development of a Fishermen's Health,[nc_vri 11 pad o ff'a sewer as s e�sm en t l i etti on Panel�in the amount e f-��,9 8 L.8�, F i�herr►ien's F Leal Ch,l nc.�+ri l l pay wa[erfrotrt gated vacation rental any and a I I doc omen tary stamp fees req ui red to be pa id an both propert ies_ T'h e closing s hal I take place on the I alter o f thirty(30)day-9 community. nity. a fter the end o f the 120 day inspec tion period or a fter C he Count y has comp le k ed its new I library and Vacated P arc el A,un le ss ex tended i n "All (if the U S FDNS property writing by the parties_The closing on each property is con I ingen t on si mul tanewtis closing on the other property. Roth properties are being was a uturruit ieally des ignated Ti er conveyed'-as is"with respect to physical condition. One,and as a commercial oper a- u0n after the trade of properties, Copi es o f I he p reposed R e o I ution and support i ng documen tat i kin may be obta lined fro m th a Cotin ty A t I or ney`s O tfi cc, I 1]1 12 th Strom t, that designation no I nn ge r Suite 408,R;�y West,FL 33040 or online.at;http:;"imonrc)ecountytl,igtnZ.corrirC'iti�ensr I�etaiC f�leetit��,asp�`'[I�=1131 t�pplied,"paid MacLaren. "Once it was decided that the A DA ASSIS TA;VCE Ifyou ore a person wills a disability who needs special ar'c ommudolions ra parrtcipate,conlaa(3 OS)29 -4d41, area didn't need a'Fier change to between Me h vurs o :3 Om m.—5.00p.ter.,prior eo the scheduled me-eli eg;t you are hearing or voice-impaired,call"`7117 add the additional in frost ructure. the request was dropped," said Dated at Key West,Florida,this 30t h day of December,2 0 20. Macl.aren, `'This was simply a plan to add [ E V[N M A DO K,Clerk of the Circui I Court and utilities to what are c umri 11 y dry (SEAL) e�c offiei ca Clerk of`the Beard of Counl�r C'+�rrrmissioners camp sites and make them more attractive to a eider range of RV of Monroe County,Florida earnpe r%,"said MacUmn. NOTICE OF INTENT TO EXCHANGE COUNTY PROPERTY — PS N01-1C E I HEREBY G I V E N PUIRSUANT TO F.S.12 5.3 7 that the Board of County Commissioners of Morir County,Florida shall from Page 5 m ee t on,tan u ary 2 0,2021,at 9,90 a.m.a t th e M a rat hon Dove r nment Cen ter,2798 Overse as H igh way,M arath on,Florida,or as sooty thereafter as may be heard to consider the adoption of a resolution authorizing the exchange of a portion of real property owned by v ation. Monroe County,Florida,located at 3251 Overseas H igh way,Marathon,Florida(Parcel A)for real prioperty owned by Fishermen's Flood i ns ura nc a is rated based Health,Inc.,located at 2855 Overseas Highway.,Marathon,Florida(Parcel 8). The purpose Of the exchange is I o provide.for bet ter on distance above base flomxi, heal th care and Fac it i ties for the c i I izens o f Monroe Co unty and to provide for adds t i ona I o ff'ice space for Con s tit ution al 0 tl i c ors and with the best rates occurring at County Depari nien ts. plus-three feet_ Clue I COVID precautions,the public can participate in Che mewing via the Zoom platform by: But th-e new rate maps harm lowered the c I e va t ion of almost Telephone: Dial( 46)518-9905 or(669)900-6833. When prompted,enter the Webinar ID#913 1016 8691 followed by every exis[ing StructureMonroe �ot�r�t�+'s base flood t he�key,then*9 to be recognized by the host v�nc�r�i lerr]is cal led. c I eva lien s today are based on date from nearly 40 years ago. Videu CGnference via Zoom fink- http;i'monrc�ecounty-fl_goer Boccie eet ingJ ar2O. FEM A spent the better part of When prompted,enter your email address and name- When the item is c ailed,se iec r the"Raised H and'feature 1 hat R p three years updating that data to pears at the bot 1 orn of the se reen to be recognized by the host. what was re lea-led in December, In some cases,property moved To report prob lems Zvi t h I h e broa dealt or part is i pLi I ion in the Zoorn webinar,pi ease cal 1(30 5)8 72-8 8 31 from the A F n-e,usually about eight feet at ba~s a flood,to the VE COUNTY PROPERTY(Parcel A) zu ne,usually 10 feet or more. Insurance carriers have been The Cou tit v propert y i s the r,u rr t M arathen bran ch I ibcuCL w hic h has a street a dress o f 3?51 Qversea5 I I i gh way.Mara than F1ori a using the prop led flood data for rtion of the Lar-ce I w i th I D n j rnbcr o f 00 102 3 1 0-QQQWQ. The Coun t y intends to conve y a rti rr t property 11'a re el that a a few years al ready+.pushing the cost of new flood insurance high- le Eal AM ri P t ion as fo t 1 ows I A parcel o f land lying t ior<rJ Toyns h ip Q§South,Range 3?Fat Marathon,Monroe C:ounly 51 L f er_For some ground bevel homes, Florida,and being m����atrtic u i�rl�described ty_.tnetes and bounds as f-o l lows.10-►rri t:C omrne nee a&al the intersect ion of t h�NmjIeasterly the nova prr�pc�sed rates push right o f way[i ne of 0th S I reet also kn w Marathon Avenu to the recorded t mbrero Subdi v i i a s record- the prwru iums into the tens of ed in P[at Book 2.at Pa ave 9 3 o f the Pub records o f hf onroe County,Flonda and t he Sow ass ter I y right o F way y I ine of.U.S.H i ghway N o_ thousands of dollars r�rige. l a lao k ilown as Overseas H i hw id po i n I a[so be,i n the Northwest cufner o t Lot B 1.ac cord ing to said P la t of Sombrero S u bdivi i n FED[A i l required to post the 6.--Ihe nee N7 3°5 T03"E al on gjhe So utheasterl y ri ght o f way l i ne o f said U-S,I[i ghway No. 1 fora d is Mncc o f 3 5 2,00 feet Ig the ftin I new rate reaps in legal new spa- t`3ceinning of the parcel of ereirtafter describtdmAynce N73'53'03"JE centinuirma lon the said t terl right of way linr,o pers twice before the actual com- b.S.H i xh wa y N o_ 1 for a di state e o f 108.00 f et to the N orthwest corner th a l-a nds desc ri bed in Offi 6a I Records Hoak 2 8 6 2 at Pa ge men l and appear period %arts. 1081 o f the Pub I is R c rds o f M o nroe C ounty.F lori da`t hem e S 16'06 5 7"E�i long t he Sou thwesterl y b-p undM l irte o f the said lands and that hasn't yet been done, described irr Official records Book 2862,at Page 1081 of the Public-&gurds of Monroe County.Florida for a distance of 40 feet t o although it iS ass urned itWill t he Southwest corner o f the sa id I ands descri bed i n 0 fFi c i al[sec orris Book?862 at Pa,-e 10 91 of the Publ i c Records of[1 I onroe County, happen very soon- Florida,the boundaU line of the said lands described in Official records Book 2862,a[Page Dove rn me nta 1 entities and pri- 1- 81 of-fe T10,141 -o f Munro 'oun ty,Florida for a distan a of 100,00 feet to the South east comer o f the said la nds described i n va to individuals will have a chance to appear or yam me rtit for O f['ie iai Records Hook 2 862 at Pa 10 81 o f the Pub i ie records of Mon r County,FI on the nee S 16° '5 7"E.aloe �th a Sout h wes ted c clay s,after that,no -i rrie is car bounda Ey 1 i tic of the said I a nds descri bed i n 0 Me i a I Records Book 28 62,a1 Pa ge 10 9 1 of the Publ is Records of M on roe Coun ty,F I on cla, comma is will be accepted, fo r a d is tanec o f 115,00 fee[to the Southwest corner of the,sa i d lands described in 0 fti i a]Records B oo k 2862 at Page 10 81 o f the P ub i i c Mon roe County officials have c o rds o f M onroe Coun tv F ly ri da'there e S 7 V 5 TO-1"W fo r a distance o f 197.00 feet t o o pq i n t,I hence PI 16°0 ' 7"W for a distance o f already c ha I I tinged some of the 160_50 feet to a pg i n l;the nce N 61'06 5 7"W for a di t rice of 2 8.2 8 fee(to a pq i n t.thence N 16°06'5 7"W for a dista nce o f 13 7.00 fee t to a assumptions in the new flood of nt`theme e N 73;5 3'0 "F.for a d i stanc a of 2 0_Oil feet to a no i n t't hence N 1 f'06'5 7"W for a d i stance of 2 _00 fee t to a po in t t hence plain maps, but have been 7 3¢5 3'03"W fora d is[anco o f 13.5 0 feet to a po i rat•thenc e N 16'06'5 T"W for a di stance of 6 7.5)feet to a.point;t here e N 73'5 Y0 3"F.for a rebuffed by FF 1 A on each of dis 1 ance of for-a di stance of 3 2-00 fec t bac k to the Poi nt o f`Be i nn i ng.Sa id W rce I of land con- them C o i n s 6 5,65 _2 5 Square F tie l or 1.51 Acres,more or less, Wcdnesday.the Monroe Baard of County Commissioners is THE F[ H E RM JEN'S I FALTH,fNC,F'R011E RTY(Parcel B) expected to authorize formal challenges to flood plain map The Fishermen's H ealt h.I ne.property i s located a C 2 8 5 5 Overseas H i kh tva Mara tho n,Florida and has a � assumptions o nc i� the appeal P P y � y, pccrce t I D number o f��3�1�3�- period opens. 000000. The legal descri ption is as fo I Io ws; Lots A-4,B-4 and D-14,o f SO M 13 R E RO SU B D[V I S 10 N No-6,ac cordi ng to the Plat thereo f es who don't as recorded in lllat Book Page 93,-of the Public Records of Monroe County,Florida, Currently have flood For those properties insurance the best way to avoid consider- TERMS AND CONDITIONS OF PROPOSED EXCHANGE ably higher premiums is to pur- e ha se a flood policy now. The County and F i sh t.rmen's Health,Inc-agree to convey to each other tii I e to 1 heir re spect i vr,parcels by good and sufficient deeds,ftee Pol is ies in ex i ste r tie be fore the and clear o f al l I i ens and er[c u mbra noes,ex cep t t ha C Paree 113 wi l I be enc urn bored by a restrict i ve co venan t prohibi#i ng th a Coun I y or any new flood plain maps are cif f i- successors i n i n terest From level op i n g or u ti 11 zing Parc el B for media t offices or med ica I related uses for a period of 15 Fears, c i al ly ushered in, probably late Fishermen's Cl eal th.Inc.will pay off a sever assessment[I=on Parcel B in the am olint of 7,981.82. 1~isherm 's Health,Inc.will pay 202 2.will have rate part t icy ns any and a I I doc u men tsar stamp fees red u i red to be paid on both properties. The closing shall take place on the latter of thirty(30)days limiting the pre rniu rn increase to a#ler the end of the 120 day i n spec t ion period or a fber the County has completed its new library and vacated Parcel A,unless exwnded in 18 peree n t per yrt�ar_ wri tin g by the part i es_The c It),;ing on each property is a oat i ngent on s i mu ltaneou-s c I using on the other property. Froth properties are bei ilg Thos-e increases will con[i nukt conveyed"as is"with respect to physical condition.condition. ca n ri bated_ according try FED[Aofficials. until the rates have reached '-actuarially sound" Copies of the proposed Resolution and supporting dine omen tat ion may be obtained from the County A C tcrrney's f�f�ice, 1 1 1 1 12 th Street, rea-ced amounts. FE tf a► i al is i�I s,sound" Suite 409,Kiey fins[,FL 3304t1 or online at;htIp:i..monroecounrytl,Igm�,cam�!Citizensv Detai1_Meeting.aspx')[D=1 131 evor, have not yet aniioumctid what those final rates wail be. A DA ASSIS TAiV E. If yo re are a person wirrhr a disability who n eed.r vprcial accom m adadons ra parfic pare,contact(305}2 92-4441, Having a current policy means between the hours o�j'&30a.m.—5.OOp.m.,prior to the scheduled mew rig x;f you are hearing or voice-impaired,arty+IL711"} that even should the owns r sell the property,the flood policy can Dated at Key West,Florida,this 30th day of December,2020, be[ran,,Ft-,rrtd to the new owner with no lapse in coverage that KEV[N MADf1K,Clerk of the Circuit Court and will trigger the new higher rate. (SEAL) ex o Ff icio Clerk o f the Board o f Co unty Co m m i ss ioners Should a policy l ap&e- for any of Monroe County,Florida reason,however,the old rate w i 11 lc-gone and the new rates will See MAPS are Page 15 1 23 3 r 4 5 r li vo 8 RESOLUTION NO. -2026 9 10 A RESOLUTION MEMORIALIZING THE MONROE 11 COUNTY BOARD OF COUNTY COMMISSIONERS' 12 DETERMINATION THAT IT IS IN THE BEST INTEREST 13 OF THE COUNTY TO SELL AND/OR CONVEY THAT 14 CERTAIN PARCEL OF SURPLUS REAL PROPERTY 15 WITH IMPROVEMENTS LOCATED AT 2855 OVERSEAS 16 HIGHWAY, MARATHON, FLORIDA WITH MONROE 17 COUNTY PROPERTY APPRAISER'S PARCEL 18 IDENTIFICATION NUMBER 00321730-000000 PURSUANT 19 TO FLORIDA STATUTES § 125.359 AND APPROVING AND 20 AUTHORIZING ADVERTISEMENT OF SAID PROPERTY 21 FOR SALE AS PROVIDED BY FLORIDA STATUTES § 22 125.35. 23 24 25 WHEREAS, Section 125.35(1)(a), Florida Statutes, provides that the Board of County 26 Commissioners ("Monroe County", the "County", "BOCC", or the "Board") is expressly 27 authorized to sell and convey real property upon the Board's determination that it to the best 28 interest of the County to do so; and 29 30 WHEREAS, Section 125.35(1)(c), Florida Statutes, states that any such sale and/or 31 conveyance of such real property may only be made if"notice thereof is published once a week 32 for at least two weeks in some newspaper of general circulation published in the county, calling 33 for bids for the purchase of the real estate so advertised"to be sold; and 34 35 WHEREAS, Section 125.35(1)(c), Florida Statutes, provides that "[i]n the case of sale, 36 the bid of the highest bidder complying with the terms and conditions set forth in such notice 37 shall be accepted, unless the board of county commissioners rejects all bids because they are too 38 low."; and 39 40 WHEREAS, Section 125.35(1)(c), Florida Statutes, provides that the County may 41 "require a deposit to be made or a surety bond to be given," in such form or amount as the 42 County determines, "with each bid submitted."; and 43 44 WHEREAS, this Resolution hereby memorializes the Monroe County BOCC's 45 determination that it is in the best interest of the County to sell and/or convey that certain parcel 46 of real property located at 2855 Overseas Highway, Marathon, Florida with Parcel Identification 47 Number 00321730-000000; and 48 1 of 2 I WHEREAS, the Board hereby approves and authorizes advertising the above-referenced 2 real property for sale as provided by Section 125.35, Florida Statutes; 3 4 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY 5 COMMISSIONERS OF MONROE COUNTY, FLORIDA: 6 1. The foregoing recitals, findings of fact, and conclusions of law are true and correct 7 and are hereby incorporated as if fully stated herein. 8 9 2. The Monroe County BOCC hereby finds that the above-referenced real property 10 constitutes surplus real property, and that it is in the best interest of the County to sell 11 and/or convey the above-referenced surplus real property as provided by Section 12 125.35, Florida Statutes. 13 14 3. The Board approves and authorizes advertising the above-referenced surplus real 15 property for sale as provided by Section 125.35, Florida Statutes. 16 17 PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, 18 Florida, at a regular meeting of the Board held on the day of , 2026. 19 20 Mayor Michelle Lincoln 21 Mayor Pro Tem David Rice 22 Commissioner Craig Cates 23 Commissioner Holly Merrill Raschein 24 Commissioner Jim Scholl 25 26 27 BOARD OF COUNTY COMMISSIONERS 28 OF MONROE COUNTY, FLORIDA 29 30 31 By: 32 (SEAL) MAYOR MICHELLE LINCOLN 33 34 ATTEST: KEVIN MADOK, CLERK 35 36 37 By: 38 AS DEPUTY CLERK 39 2 of 2 Doc#2537284 Bk#3372 Pg#2422 Electronically Recorded 3/27/2026 at 10:1 o AM Pages 5 Filed and Recorded in Official Records of MONROE COUNTY KEVIN MADOK ElectronicallyREC: S44.00 This instrument was re aced by: Gregory S. Orop eza, Esq. Oropeza Stones Cardenas PLLC 221 Simonton Street Ivey West, FL 33040 DECLARATION OF RESTRICTIONS THIS DECLARATION OF RESTRICTIONS (the"Declaration") is made and entered into as of 26'day of March, 2026, 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"). WITNE S S ETH 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, Doc.#2537284 Page Number: 2 of 5 which were already operating and/or providing medical services in the City of Marathon, Florida as of June 16, 2021. 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 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 laver 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. 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 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. Doc.#2537284 Page Number: 3 of 5 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. 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) Doc.#2537284 Page Number: 4 of 5 FISHERMEN'S HEALT119 INC., a Florida not-for-profit corporation Name: By.—- Address: Name: �. — � - Coca &q b tv fl, Ft 33i 10 Title: Pff n., Name: Address: STATE OF ® COUNTY OF The foregoing instrument was acknowledged'before me by means ofEt-. physical presence or [� + day ofIIW—Z- as online notarizationa this � � � .. kW 01kLadjoof FISHERMEN'S HEALTH INC.,a Florid or�pro lit corporation. as He/skjZj2eEMaWjX.uLowLL% or has produced identification and did not take an oath. [Notary Seal] a Si ature f Nota Name: O My Commission Expires: " NILDA RASA P�R"rA� ��4'.�n �*S Notary Public-state of Florida� Commission N HH 378308My Comm.Expires Mar 23,2027 Bafided through National Notary Amn. Doc.#2537284 Page Number: 5 of 5 Signed, sealed and delivered in the presence of: MONROE COUNTY,a political subdivision of the State of Florida OACKBy:., . .. . .......... A dr . Name. � �° t � RotM Title: Nor? Approved for form and legal sufficiency Robert B. �I��I�"l r, Digitally signed by Robert B. Sh ill inger,Jr. e: Date:2026.03.2415:53:29-04'00' Address: Robert B. Shillinger,Jr. County Attorney STATE OF Vro I DI I CUL COUNTY OF (Lk. .f A • strument was acknowledged before me by means ofaphysical presence or LI The foregoing �n � online notarization,this �-W day of }2026 by. #as of MONROE COUNTY, a political subdivision of the State of Florida. He/she i epersonally known to me or has produced as identification and did not tape an oath. [Notcay Seal] `7e Signature of Not Marne: u-V+ Icy commission xplres: NOWY Public Buts of Florida Korey M. Hunt My Commission HH TT3339 ExpIr4S 3113/2030 4/1/26, 1:52 PM gPublic-Monroe County, FL-Report:00321730-000000 Monroe County, FL "PROPERTY RECORD CARD Disclaimer The Monroe County Property Appraiser's office maintains data on property within the County solely for the purpose of fulfilling its responsibility to secure a just valuation for ad valorem tax purposes of all property within the County.The Monroe County Property Appraiser's office cannot guarantee its accuracy for any other purpose.Likewise,data provided regarding one tax year may not be applicable in prior or subsequent years.By requesting such data,you herebyunderstand and agree that the data is intended for ad valorem tax purposes onlyand should not be relied on for an other purpose. g p p Y p p By continuing into this site you assert that you have read and agree to the above statement. Summary Parcel ID 00321730-000000 Account# 1396001 Property ID 1396001 Millage Group 50CM Location 2855 OVERSEAS Hwy,MARATHON T Address Legal LOTS A-4&B-4&D-14 SOMBRERO SUB#6 13132-93 MARATHON OR488- Description 559/560 OR806-1311/12 OR806-1314 OR1025-331 OR1084-1707 OR1089- 153 OR2862-1081/84 OR3106-2158 (Note:INot to be used on legA documents.) Neighborhood 10040 Property Class COUNTY(8600) Subdivision SOMBRERO SUBD NO 6 Sec/Twp/Rng 09/66/32 Affordable No Housing i Owner M O N If Z0I[:7,CO U IN,,,ICY 1100 Simonton St Ste 205 Key West FL 33040 Valuation 2025 Certified Values 2024 Certified Values 2023 Certified Values 2022 Certified Values Market Improvement Value $525,246 $572,996 $556,596 $556,596 Market Misc Value $15,223 $14,735 $14,735 $14,735 Market Land Value $645,750 $630,000 $551,250 $393,750 Ju�s�tMa�r�k�etwa�lu�e���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,��$11�8�621�9�,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,��$12��1�77�3�1���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,���,��$11�2�25�8�1 $9�650�8�1���,�, Total Assessed Value $1,186,219 $1,167,747 $1,061,589 $965,081� � � ���,�, School EXe�m tVa�hue11�8��2�1�912177�3�111225�819���50�8�1���,���,�, p ($ ) ($ ) ($ ) ($ ) School Taxable 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