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Resolution 340-1982 ._"'11.' RESOLUTION NO. 340 -1982 A RESOLUTION AUTHORIZING THE MAYOR AND CHAIRMAN OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, AS WELL AS THE DIRECTOR OF THE MONROE COUNTY BUILDING, PLANNING & ZONING DEPARTMENT TO ENTER INTO AND EXECUTE AN AGREEMENT BY AND BETWEEN THE COUNTY, CROSS KEY WATER- WAYS PROPERTY OWNERS ASSOCIATION, INC., FLORIDA BAY CLUB OF KEY LARGO JOINT VENTURE, M & A DEVELOPMENT CORPORA- TION AND ONE-O-THREE MARKER CORPORATION TO DISMISS AND TERMINATE LITIGATION INVOLVING THESE PARTIES IN THE CIR- CUIT COURT IN AND FOR MONROE COUNTY, FLORIDA, BEING CASE NO. 82-348-CA-17, AS WELL AS DISMISSING THE APPEAL BROUGHT BY THE COUNTY IN THAT MATTER, BEING CASE NO. 82- 884. BE IT RESOLVED BY THE BOARD OF COUNTY CO}1MISSIONERS OF MONROE COUNTY, FLORIDA, as follows: That the Mayor and Chairman of the Board of County Commis- sioners of Monroe County, Florida, as well as the Director of the 110nroe County Building, Planning & Zoning Department, are hereby authorized to enter into and execute an Agreement by and between the County, Cross Key Waterways Property Owners Association, Inc., Florida Bay Club of Key Largo Joint Venture, M & A Development Corporation and One-O-Three Marker Corporation, a copy of said Agreement being attached hereto, to dismiss and terminate litiga- tion involving these parties in the Circuit Court in and for Monroe County, Florida, being Case No. 82-348-CA-17, as well as dismissing the appeal brought by the County in that matter, being Case No. 82- 884. Passed and adopted by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 13th day of December A.D. 1982. By OUNTY C~}ft SSIONERS / / COUNTY " ~OR rnA.... --- /V:? 7b:() /'~/' Mayor/Chairman (Seal) Attest: RAlP~1 V1. ~~~.~nE, Clt~K \ 'f~~~ P u.Jw,O.t. ~=~ 8Y ~~~' ~ If Att01fN1Y'. Off'1Cfj .........~ ~ ~ , . AGREEMENT This Agreement is made and executed on December . 3~~. 1982. by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA (hereinafter the "Monroe County Commission"). t..he MONROE COUNTY DIRECTOR OF PLANNING-ZONING-BUILDING and all successors in office (hereinafter the "Director"). the HOMEOWNERS ASSOCIATION CROSS KEY WATERWAYS. INC. (hereinafter the "Association"). the FLORIDA BAY CWB OF KEY LARGO JOINT VENTURE (hereinafter the "Joint Venture"). M & A DEVELOPMENT CORPORATION (hereinafter "M & A") and ONE-D-THREE MARKER CORPORATION (hereinafter "One-O-Three"). Background 1. The Monroe County Commission is the duly elected. qualified and seated Board of Commissioners of Monroe County. Florida. 2. Henry Weinkam (hereinafter "Weinkam") was. at the time the transactions or events giving rise to this Agreement occurred. the Monroe County Director of Planning-Zoning-Building and the official charged with administration of the Monroe County Zoning Ordinance and Building Code. 3. The Association is a Florida corporation not-for-profit and represents the interests of the owners of all property in Cross Key Waterway Estates Section Two. as per map or plat thereof recorded in Plat Book 6. Page 60. of the Public Records of Monroe County. Florida. less and except Tracts A and B and that certain private road known as Churchill Downs as shown on the above-described plat (hereinafter the "Adjacent Property"). 4. The Joint Venture is a Florida joint venture comprised of M & A and One-D-Three. both of which are Florida corporations. The Joint Venture. M & A and One-D-Three and their successors. assigns and designees will be hereinafter collectively referred to as the "Developer". 5. On or about September 29. 1981. the Monroe County Zoning and Building Department approved the Developer's site plan (hereinafter the "Site Plan") and building permit application providing for the construc- tion of 18 townhome units and related amenities located on U.S. Highway 1 at Mile Marker 103. Cross Key Waterway. Key Largo. Monroe County. Florida. The townhome project is popularly known. and will be herein- after referred to. as the "Florida Bay Club". 6. On or about September 29t 1981t construction of the Florida Bay Club was commenced in accordance with duly issued Monroe County Building Permit IIC-l0272 (hereinafter the "Building Permit"). 7. On or about February 23t 1982t the Monroe County Commission voted unanimously resolving to direct Weinkam to issue and post a stop work order (hereinafter the "Stop Work Order") prohibiting further construction of the Florida Bay Club. 8. On or about February 24t 1982t Weinkamt in his official capa- citYt issued and posted the Stop Work Order prohibiting further construc- tion of the Florida Bay Clubt which Stop Work Order cited "possible violations of set-back codes and density factors". 9. On or about March l7t 1982t the Developer filed a verified Complaint in the Monroe County Circuit Court. The trial court action is styled Florida Bay Club of Key Largo Joint Venturet et al. v. Board-of County Commissioners of Monroe CountYt Floridat et al't Monroe County Circuit Court Case No. 82-348-CA-17 (hereinafter the "Trial Court Action"). 10. The Complaint filed in the Trial Court Action requestedt inter aliat that the Circuit Court permanently enjoin and restrain the Monroe County Commission and Weinkam and their successors in officet agentst employeest and representatives from (a) failing or refusing to allow the Developer to complete construction of the Florida Bay Club in accordance with the Building Permit and (b) otherwise restrictingt restraining or impeding the developmentt constructiont marketingt sale or occupancy of the 18 townhome units and related amenities at the Florida Bay Club. 11. On March 26t 1982t after an evidentiary hearingt the Monroe County Circuit Court entered an Order awarding the Developer a prelimin- ary injunction that enjoined and restrained the Monroe County Commission and Weinkam and their successors in office from (a) enforcing the Stop Work Order or (b) otherwise failing or refusing to allow the Developer to continue construction of the Florida Bay Club in accordance with the Building Permit. The March 26t 1982 preliminary injunction Order required the Developer to post monetary security in the amount of $lOOtOOO.OO before the preliminary injunction would become effective. 12. On or about April 15t 1982t counsel for the parties executed a Stipulation providing that Central National Bank in Chicago Irrevocable Letter of Credit No. 350853 in the aggregate amount of $lOOtOOO.OO -2- (hereinafter the "Letter of Credit") and all terms thereof comply with and satisfy the monetary security requirements of the March 26. 1982 preliminary injunction Order and Florida Rules of Civil Procedure 1.610. 13. On April 16. 1982. the Monroe County~ircuit Court entered an Order approving the Letter of Credit and declaring the preliminary injunction Order to be in full force and effect until further Order of the Court. l4. On April 22. 1982. the Monroe County Commission and Weinkam filed a Notice of Interlocutory Appeal contesting the March 26. 1982 preliminary injunction Order. The appellate action is styled Board of County Commissioners of Monroe County. Florida. et al. v. Florida Bay Club of Key Largo Joint Venture. et al.. Third District Court of Appeal Case No. 82-884 (hereinafter the "Interlocutory Appeal"). 15. On April 30. 1982. the Monroe County Circuit Court entered an Order vacating the automatic stay provided by Florida Rules of Appellate Procedure 9.3l0(b)(2). In addition. the Monroe County Circuit Court ordered that the preliminary injunction Order shall remain in full force and effect pending disposition of the Interlocutory Appeal by the Third District Court of Appeal. 16. As of the date of this Agreement. the 18 townhome units and related amenities at the Florida Bay Club are substantially complete and the Interlocutory Appeal is still pending in the Third District Court of Appeal. 17. Since the posting of the Stop Work Order. all interested parties have held extensive discussions and negotiations regarding the public policy and legal issues raised by the development. construction. marketing. sale and occupancy of the 18 townhome units at the Florida Bay Club. These discussions and negotiations have afforded each party a full and fair opportunity to review. analyze and contemplate (a) the method. scope and practical effect of the development. construction. marketing. sale and occupancy of the 18 townhome units and related amenities at the Florida Bay Club and (b) the posture and desirable disposition of the Trial Court Action and the Interlocutory Appeal. 18. At the request of the Association. the Monroe County Commission is in the process of creating and establishing a special tax road district -3- (hereinafter the "Road District") t pursuant to Chapter 336t Florida Statutes. The Road Districtt if createdt will assume responsibility for the improvement and maintenance of the roads and rights-of-way in the Adjacent Property and that certain private road known as Churchill Downs as shown on the plat recorded in Plat Book 6t Page 60t of the Public Records of Monroe CountYt Florida (hereinafter "Churchill Downs"). 19. By execution of this Agreementt the parties desire and intend to resolve amicably and conclusively all disputes regarding (a) matters that were raised in the Trial Court Action and the Interlocutory Appealt (b) collateral and related matters that were not specifically raised in the Trial Court Action and (c) all other matters that relate to the developmentt constructiont reconstructiont marketingt sale or occupancy of the Florida Bay Club. SpecificallYt notwithstanding any existing or hereafter adopted governmental rulet regulation or ordinancet the parties desire and intend hereby to permit the Developer to commence immediately and continue forever the marketing and sale of condominium units and unit-weeks at the Florida Bay Club in accordance with the provisions of Chapters 718 and 721t Florida Statutes. AccordinglYt in consideration of the mutual covenants contained herein and other good and valuable considerationt receipt and sufficiency of which is hereby acknowledgedt the parties to this Agreement agree as follows: Terms and Conditions 20. Covenants of the Developer. The Developer shall: (a) Direct legal counsel to execute and file in the Third District Court of Appeal a Stipulation providing for the dismissal of the Interlocutory Appealt which Stipulation shall be substantially in the form of Exhibit "A" that is attached to this Agreement. (b) Direct legal counsel to execute and file in the Monroe County Circuit Court a Stipulation providing for the final disposition of the Trial Court Action in accordance with the terms and conditions of this Agreementt which Stipulation shall be substantially in the form of Exhibit "B" that is attached to this Agreement. (c) Dedicate Churchill Downs for public uset provided that the Association or the Road Districtt if createdt satisfies at its sole -4- expense all statutory and regulatory prerequisites to such dedicationt except that the Developer shall provide the Association with a Plat of Dedication executed by the current fee simple owner. (d) Landscape the northern boundary of Churchill Downst which landscaping shall be (i) effected substantially in accordance with the Site Plant including construction of an opaque fence and shrubbery between such fence and the edge of Churchill Downst and (ii) completed within 60 days from the date of this Agreement. (e) Refrain from hindering or delaying efforts of the Monroe County Commission and the Association to create the Road District pursu- ant to Chapter 336t Florida Statutes. 21. Covenants of the Monroe County Commission and the Director. The Monroe County Commission and the Director shall: (a) Direct legal counsel to execute and file in the Third District Court of Appeal a Stipulation providing for the dismissal of the Interlocutory Appealt which Stipulation shall be substantially in the form of Exhibit "A" that is attached to this Agreement. (b) Direct legal counsel to execute and file in the Monroe County Circuit Court a Stipulation providing for the final disposition of the Trial Court Action in accordance with the terms and conditions of this Agreementt Which Stipulation shall be substantially in the form of Exhibit "B" that is attached to this Agreement. (c) Refrain forever from restrictingt impeding or in any way interfering with the developmentt constructiont reconstructiont marketingt salet use or occupancy of the 18 townhome units and related amenities at the Florida Bay Club as condominiums or condominiums with interval ownershipt in accordance with the provisions of Chapters 718 and 72lt Florida Statutest and applicable Monroe County ordinances as such ordinances existed on March l7t 1982. (d) Revoke the Stop Work Ordert immediately upon entry of the final Order rendered in the Trial Court Action pursuant to the Stipulation provided for in sub-paragraph 21(b) of this Agreement. (e) Release and return to the Joint Venture the Letter of Creditt immediately upon execution of this Agreement. (f) Accept the dedication of the rights-of-way in the Adja- cent Property and Churchill Downs. -5- (g) Maintain or supervise the maintenance of. the rights-of- way in the Adjacent Property and Churchill Downs in the same fashion as the Monroe County Commission maintains or should supervise the maintenance of any other Monroe County right-of-way or road. This maintenance obligation shall become effective immediately upon acceptance of the dedication made pursuant to sub-paragraphs 20(d) and 21(f) of this Agreement. 22. Covenants of the Association. The Association shall: (a) Execute and file in the Trial Court Action a verified Notice providing for the Association's voluntary submission to the jurisdiction of the Monroe County Circuit Court for all matters relating to or involving this Agreement. which verified Notice shall be sub- stantially in the form of Exhibit "c" that is attached to this Agreement. (b) Use its best efforts to (i) promote the adoption and creation of the Road District. and (ii) if created. require the Road District to repair and maintain all rights-of-way in Cross Key Waterway Estates Section Two. (c) Perform or require the Road District. if created. to perform at their sole expense all tasks necessary to (i) bring the rights-of-way in the Adjacent Property and Churchill Downs into compli- ance with current Monroe County standards. (ii) effect a dedication of the rights-of-way in the Adjacent Property and Churchill Downs and (iii) maintain the rights-of-way in generally-acceptable condition for the purposes intended. 23. Representations. Each party to this Agreement represents to each other party that all constitutional. statutory. regulatory and common law prerequisites to execution and performance of the terms and conditions of this Agreement have been satsified. Specifically: (a) The Monroe County Commission and the Director represent that they have provided all notices. conducted all meetings and obtained all approvals necessary to execute and perform all obligations set forth in this Agreement. (b) The Association represents that it has provided all notices. conducted all meetings and obtained all approvals necessary to (i) execute and perform all obligations set forth in this Agreement and (ii) bind all present and future members of the Association to the terms and conditions of this Agreement. -6- (c) The Developer represents that it has provided all notices. conducted all meetings and obtained all approvals necessary to execute and perform all obligations set forth in this Agreement. 24. Zoning of the Florida Bay Club. The Developer is hereby authorized in perpetuity (notwithstanding any M~nroe County ordinance. rule. resolution. code. policy or procedure that exists as of the date of this Agreement or that may be adopted. enacted or amended after the date of this Agreement) to: (a) develop. construct. reconstruct. restore. market. sell and occupy 18 townhome units and related amenities on the present site of the Florida Bay Club in accordance with the provisions of Chapters 718 and 721. Florida Statutes. and applicable Monroe County ordinances as such ordinances existed on March 17. 1982; (b) create. market and sell a condominium at the Florida Bay Club with provisions for interval ownership; and (c) construct or reconstruct improvements on the present site of the Florida Bay Club in substantially the same locations with the same set-back lines as are reflected on the Site Plan. 25. Mutual Releases. The Monroe County Commission. the Director. the Association and the Developer. and their respective officers. direct- ors. shareholders. employees. agents. representatives. constituents. successors. assigns. designees and affiliates hereby mutually release. acquit and forever discharge each other from all actions. causes of action. suits. debts. contracts. agreements. promises. and all other claims. demands or damages Whatsoever at law or in equity. known or unknown. that they or any of them has ever had. now has or that they or any of them may have arising out of or related to any matter. transaction or action Whatsoever that occurred before the date of this Agreement. including all claims. defenses. cross-claims. counterclaims or rights of intervention that were raised or that might have been raised by any of them in the Trial Court Action. This mutual release shall become effec- tive immediately upon execution of this Agreement by the last party and shall forever survive execution and delivery of this Agreement. 26. Legal Authorization. Each party to this Agreement acknowledges that such party: (a) was represented in the negotiation of this Agreement by independent legal counsel of its choice; (b) has reviewed this Agreement independently and with the assistance of its legal counsel; -7- (c) has specifically authorized its legal counsel to prepare. execute and file the Stipulations required by this Agreement; and (d) recognizes that endorsement of this Agreement by legal counsel does not bind legal counsel to the terms of this Agreement. but serves only as an acknowledge- ment that such legal counsel has participated in the negotiation and preparation of this Agreement. 27. Effective Date. The effective date of this Agreement is the date first written above. 28. Integration. This Agreement contains the final. complete and exclusive expression of the understanding between the parties hereto with the respect to the matters contained herein and supersedes any prior or contemporaneous agreement or representation. oral or written. by any of them. This Agreement and each provision of it may be modified or amended only by an agreement in writing signed by or on behalf of all parties to this Agreement. Which agreement is adopted. ratified and approved by the Monroe County Circuit Court. 29. Governing Law. This Agreement is entered into under. and the validity. interpretation and enforcement of it will be controlled by the laws of the United States and the State of Florida. excluding the laws of the State of Florida relating to resolving conflict between laws of different jurisdictions. 30. Counterparts. This Agreement may be executed in any number of counterparts. each of Which will be deemed to be an original. but all of which will constitute one and the same Agreement. 31. Attorneys' Fees and Costs of Litigation. In an action or proceeding at law or in equity brought under or in any way involving the enforcement. interpretation or modification of this Agreement. the prevailing party or parties shall be reimbursed by the other party or parties to the action or proceeding for all costs of bringing or defend- ing the action or proceeding through the completion of all appeals enforcement efforts. including reasonable attorneys' fees and expenses. 32. Headings. All headings and captions contained in this Agree- ment are for convenience only and shall not be deemed a part of this Agreement for any,purpose. -8- .-~ IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement on the date first set forth above. Witnesses: THE BOARD OF COUNTY Cmf~lISSIONERS OF ~lONROE COUNTY, FLORIDA (Seal) oard of County of Monroe County, By: STATE OF FLORIDA COUNTY OF MONROE Before me, the undersigned authority, personally appeared Jerry Hernandez, Jr. , who stated that: (a) he is the duly elected, qualified and seated Chairman of The Board of County Commissioners of Monroe County, Florida; (b) he is authorized to execute this Agreement on behalf of The Board of County Commissioners of ~lonroe County, Florida; and (c) he has read and fully comprehends the terms and conditions of this Agreement and believes its execution to be in the best interests of The Board of County Commissioners of ~lonroe County, Florida and the inhabitants of Monroe County, Flor'da, ~ NOTARY PUB IC State of Florida at Large ~ly Commiss ion Expires: :'- (,~ ..~ ;, iJ '~-' I.. L,_ Y i',lii. J,1:-';'L.,l':O Ir.':::, (Kotarial Seal) z. ~c-- It ~ Director of Planning-Zoning-Building of ~onroe County, Florida STATE OF FLORIDA COU~TY OF :lONROE Before me~ the undersigned authority, personally appeared /V/t.lIA/V1 t2.K-vss.€~ L ,who stated that: (a) he is the duly appointed and seated Director of Planning-Zoning-Building for :lonroe County, Florida; and (b) he has read and fully comprehends the terms and conditions of this Agreement and believes its execution to be in the best interests of the :lonroe County Building Department and the inhab- itants of ~onroe County, Florida, Sworn to and subscribed on f)Ec6f.1~tf;t1.. :?.3, 1982, (.~ NOTARY PUBLIC ~'\ " ", S.' I ~l " l . 1;'(, Jry . 1'.\ .~, ..Zi.P. 0 f J::CJ ~~ arg2 Scate of Flor~da at Laroe '! r .. r ' . .. . 0 IV.Y _~;;l"m,ICI1 c;rj1:res I',hy 21, 1933 :ly Comm~ss ~on Exp~res: Bonded B, Ame,iedn fi,. & C",uaIIY Comp.3ny (Notarial Seal) 9 '~ Witnesses: ~~abtm <6~u6.h~ ~ H 0 M ~ O~ t.Je:,~ .4 s s; oc:... J AT l .:. CROSS KEY WATERWAYS, INC. By: ~{~~~ STATE OF FLORIDA COUNTY OF ~10NROE I\,B~fore me, the undersigned authority, personally appeared ~.L-, ~P.,AJ.A6-t1 _, ...w:~~~ed that: (a) he is the duly elected, qualified and seated ~ or' ffomeowners Association Cross Key Waterways, Inc.; (b) he is duly authorized ,to execute this Agreement on behalf of Homeowners Association Cross Key Waterways, Inc.; and (c) he has read and fully comprehends the terms and conditions of this Agree- ment and believes its execution to be in the best interests of Home- owners Association Cross Key Waterways Inc. and each member thereof. Sw'orn to and subscribed on D.12t tHtA~ \~ , 1982. ~~mQA- 'f? ~~~)} NOTARY PUBLIC State of Florida at Large My Commission Expires: :'"". ~ -" (Notarial Seal) Witnesses: c~. /1 ~r~=::> (CJ~~(:irf/1( 0 FLORIDA BAY CLUB OF KEY LARGO JOI~l VENTURE By: CORPORATION, By: STATE OF ILLINOIS COU~TY OF Before me, th~ u~dersigned authority, personally appeared JOSEPH GROSZ, who stated that: (a) One-O-Three Marker Corporation is a general partner of Florida Bay Club of Key Largo Joint Venture; (b) One-O-Three rlarker Corporation is authorized to execute this Agreement on behalf of Florida Bay Club of Key Largo Joint Venture; (c) he is the duly elected, qualified and seated President of One-O-Three Marker Corporation; (d) he is authorized to execute this Agreement on behalf of One-O-Three Marker Corporation; and (e) he has read and fully comprehends the terms and conditions of this Agreement and believes its execution to be in the best interests of Florida Bay Club of Key Largo Joint Venture and One-O- Three ~larker Corpora1:ion. jJ . . Sworn 1:0 and subscribed o"A~ C ,1982-. ~-~ l (}J~~ /:-iOTARY PUBLIC . , State of Illinois at Large My Commission Expires: (Notarial Seal) 10 .~ H & A DEVELOH1ENT CORPORATION By: 0-- . (~ '1 ' LQ...- L.-I. -^- '- ,-,",- ____ Alan D. Finney, President ~ STATE OF FLORIDA COUNTY OF rl0NROE Before me, the undersigned authority, personally appeared ALAN D. FINNEY, who stated that: (a) he is the duly elected, qualified and seated President of M & A Development Corporation; (b) he is authorized to execute this Agreement on behalf of ~1 & A Development Corporation; and (c) he has read and fully comprehends the terms and conditions of this Agreement and believes its execution to be in the best interests of ~ & A Development Corporation. on l!)lt7jl/~~( rJ tZ/I1/V {! ~~ NOTARY PUBLIC State of Florida at Large My Commission Expires: Sworn to and subscribed , 1982. Notary Public, State Of Florida At Lar&e My Commission Expires Aug.l?, 1986 BCl<-.;ed By LH<l"S Surety Cor;:> (No,;adal Seal) I ",; rnesse~' , Yt'..... ..... ..;.) . \ \ \ "\ , ,Y ~~~ By' STATE OF ILLI~OI$ COUNTY OF ~: ~ Before me, the undersigned authority, personally appeared JOSEPH GROSZ, who stated that: (a) he is the duly elected, qualified and seated President of One-O-Three ~arker Corporation; (b) he is authorized. to execute chis Agreement on behalf of One-O-Three ~larker Corporation; and (c) he has read and fully comprehends the terms and conditions of this Agreement and believes its execution to be in the best interests of One-O-Thr3e ~arker Corporation. Sworn to and subscribed on I . 1 1 '. ,...., ; if'.' ( j , 1982. // /' )- , . ( t' NOTARY PUBLIC ;/ State of Illinois at Large My Commission Expires: ~f(~ stant::i ({>>f!mon((. fJJ~ruwAA- Lucien C, Proby, Jr_ ~onroe County Attorney 310 Fleming Street Key west, Florida 33040 (305) 294-4641, Ext, 470 of RCDNICK & wOLFE 201 E. Kennedy Blvd, Suite 1600 Tampa, Florida 33602 (813) 229-2111 Attorney for the ~onroe County Commission and the Director Attorneys for the Developer 11 IN THE DISTRICT COURT OF APPEAL FOR THE THIRD DISTRICT OF FLORIDA CIVIL DIVISION Appellees. ) ) ) ) ) ) ) ) ) ) ) ) ) CASE NO. 82-884 BOARD OF COUNTY CO~fMISSIONERS OF MONROE COUNTY, FLORIDA and HENRY WEINKAM. Appellants. v. FLORIDA BAY CLUB OF KEY IARGO JOINT VENTURE. et al.. JOINT STIPUIATION FOR DISMISSAL OF APPEAL In accordance with Rule 9.350(a). Florida Rules of Appellate Proced- ure. the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA and HENRY WEINKAM (hereinafter collectively referred to as "Appellants") and FLORIDA BAY CLUB OF KEY IARGO JOINT VENTURE, M & A DEVELOPMENT CORPORATION and ONE-Q-THREE MARKER CORPORATION (hereinafter collectively referred to as "Appellees") hereby jointly stipulate and agree that the appeal initiated by Appellants on April 22. 1982 shall be dismissed with prejud- ice because the issues on appeal and all disputes giving rise to the Complaint that was filed in Monroe County Circuit Court Case No. 82-348- CA-17 have been resolved amicably. Further. Appellants and Appellees request that the Clerk of the Third District Court of Appeal notify promptly the Clerk of the Circuit Court for Monroe County. Florida that the appeal initiated by Appellants on April 22. 1982 has been dismissed. . 1982. Effective on Lucian C. Proby. JR. Monroe County Attorney 310 Fleming Street Key West. Florida 33040 (305) 294-4641. Ext. 470 Attorney for Appellants Stanford R. Solomon of RUDNICK & WOLFE 201 E. Kennedy Blvd. Suite 1600 Tampa. Florida 33602 (813) 229-2111 Attorney for Appellees EXHIBIT "A" Page 1 of I IN THE CIRCUIT COURT FOR MONROE COUNTY, FUORIDA CIVIL DIVISION FUORIDA BAY CWB OF KEY LARGO JOINT VENTURE, et al.. v. ) ) ) ) ) ) ) BOARD OF COUNTY COMMISSIONERS ) OF MONROE COUNTY, FUORIDA,~ et al.. ) ) ) Plaintiff . CASE NO. 82-348-CA-17 Defendants. JOINT STIPULATION Florida Bay Club of Key Largo Joint Venture. M & A Development Corporation and One-Q-Three Marker Corporation (hereinafter collectively referred to as "Plaintiffs") and the Board of County Commissioners of Monroe County. Florida and Henry Weinkam and their successors (herein- after collectively referred to as "Defendants") hereby jointly stipulate and agree as follows: 1. Plaintiffs. Defendants and all other interested and affected persons and entities have negotiated a mutually acceptable resolution of the controversies and disputes giving rise to the above-styled action. 2. The terms and conditions of the resolution of the above-styled cause are set forth in an Agreement. dated November ___. 1982. a duly executed copy of which is attached to and incorporated into this Joint Stipulation as Exhibit "A". 3. The Court is requested to enter a Final Judgment in the above- styled cause providing as follows: (a) This Court has subject matter jurisdiction of this cause and in personam jurisdiction of Plaintiffs. Defendants and Cross Key Waterways Property Owner's Association. Inc.. a Florida corpor- ation. not-for-profit (hereinafter referred to as the "Association"); (b) The Agreement that is attached to this Joint Stipulation as Exhibit "A" is ratified. adopted. approved. incorporated into and made a part of the Final Judgment; (c) Plaintiffs. Defendants and the Association shall comply with and be bound by the terms and conditions of the Agreement that is incorporated into the Final Judgment; EXHIBIT "B" Page 1 of 2 (d) Plaintiffs and their successors and assigns shall be authorized and permitted to develop. market and sell condominium units or unit-weeks at the Florida Bay Club. in accordance with the provisions of Chapters 718 and 721. Florida Statutes. and applicable Monroe County ordinances as such ordinances existed on March-17. 1982. (e) The Court retains jurisdiction of this cause and of Plaintiffs. Defendants and the Association to enforce. interpret or modify the Agreement that is incorporated into the Final Judgment; (f) The Final Judgment is a final order. 4. This Joint Stipulation shall be effective on . 1982. Lucien C. Proby. Jr. Monroe County Attorney 310 Fleming Street Key West. Florida 33040 (305) 294-4641. Ext. 470 Attorney for Defendants Stanford R. Solomon of RUDNICK & WOLFE 201 E. Kennedy Blvd. Suite 1600 Tampa. Florida 33602 (813) 229-2111 Attorneys for Plaintiffs EXHIBIT "B" Page 2 of 2 IN THE CIRCUIT COURT FOR MONROE COUNTY, FLORIDA CIVIL DIVISION Plaintiffs. ) ) ) ) ) ) ) ) ) ) ) ) ) CASE NO.' 82-348-CA-18 - FLORIDA BAY CLUB OF KEY LARGO JOINT VENTURE, et al.. v. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA and HENRY WEINKAM, Defendants. NOTICE OF SUBMISSION TO JURISDICTION Homeowners Association Cross Key Waterways. Inc.. a Florida cor- poration not-for-profit (the "Association"). hereby knowingly and voluntarily submits to the in personam jurisdiction of the Monroe County Circuit Court with respect to all matters hereafter brought before,_fhe Court in connection with the the above-styled action. Specifically. the Association hereby agrees to be bound by any Order rendered by the Court relating to the enforcement. binding interpretation or modification of the Agreement that is attached hereto as Exhibit "A". as though the Association were a party to and duly served in the above-styled action. Dated: . 1982. HOMEOWNERS ASSOCIATION CROSS KEY WATERWAYS. INC. By: President STATE OF FLORIDA COUNTY OF MONROE Before me. the undersigned authority. personally appeared and seated President of Homeowners Association Cross Key Waterways. Inc.; (b) he is duly authorized to execute the foregoing on behalf of Hoemowners Association Cross Key Waterways. Inc.; and (c) he has read and fully comprehends the import of the foregoing and believes its execution to be in the best interests of Homeowners Association Cross Key Waterways. Inc. and each member thereof. Sworn to and subscribed on . 1982. NOTARY PUB LIC State of Florida at Large My Commission Expires: (Notarial Seal) EXHIBIT "c" Page 1 of 2 Certificate of Service I certify a copy of the foregoing was furnished by United States mail to (a) Lucien C. Proby. Jr.. Monroe County Attorney. and (b) Stanford R. Solomon of Rudnick & Wolfe. attorney for Florida Bay Club of Key Largo Joint Venture. on December . 1982. HOMEOWNERS ASSOCIATION CROSS KEY WATERWAYS, INC. By: President EXHIBIT nCn Page 2 of 2