11/19/1993 Agreement814476 REc12u3PAT 2410
Q9
EAS ' A1�1U OPERA•f IU AGRE M
G OF p'W9 R S
(/ _ 1993 by and v eer►�
AGREEMENT nude ae of the _. �' o» M.RSE " �„d-MONROE COUP Y, a
MICfLAFIL H. WMSSER (herein re erred is as WEISSEIt) Wing a Stock Leland, 5325
municipal corporation, having off cce at Public Service Building,
Junior College Road West, Key Wes, Florida 33040-4399 (herein referred to as the "County")-
WITNESSE'TH:
WHEREAS, the County hae m9aired the land, library building and nrI90venm% located
therein, in the County of Monroe, Stato of Florida, mono particularly described in Part I of Exhibit
A attached hereto and trade a part herwf and depicted on Exlu'int i3 attached h�abuta theto and laved,
part hereof (hereinafter referred to as the "Property" or "IlUary"), which Property
enm located thereon, owned by WEISSER and described in Part
and retail budding and Gentcr"); and
II of Exhibit A attached hereto and also depicted on Exhibit B hereto (the "Shopping
WHEREAS, the pathed desire to enter into the following agreements regarding the uac of
the Property, and said convgauc c is subject to the terms and conditions hercot; and
y IWMAS, WEISSER is the owner of a certain shopping center and real property
Pine K Playa Shopping Center in Big Pine Key, Moruoc County, Florida, and
located at Big Key � and
more partiicularly described on the -legal description attached hereto m Part II Exhibit A;
WHEREAS, the County ie purchasing a portion of said property, to -wit: Two stores
located in the "B" Building as dmdbcd on the-SutvcY attached h=30 and marked Exhibit "B";
and
WHEREAS, the Space being,' convgcd rs iaeide of a building Known as and ding "bang
the attached sur%my and ie shown on said survey and that the interior walls of a p
.mvged are per► watld with the existing tenants on either side; and
yVOMAS, the partied wish to enter into an aWement regarding said party walla sal e
roof housing said Building "B"-
NOW, TiIEREFOn, for good and valuable conaidcrahon,
which is he acknowledged by each, the partied 390e as follows:
Pegs 1
the receipt and ,sufficiency of
a
814476 'REC1283►AGE24 1
1. (a) WEISSF..R hereby grants to the County a non-exclusive easement for ingress
and egress to and from the Property across the parking areas, entrances, exits and driveways
loo:ated on the Shopping Center, (the "Commm Alen"). WMSSER may from tune to time
without notice to or consent of the County change the location of the buildings "A" or "C" and
improvements on the Shopping Center and the size and configuration of parking areas, entrances,
exits and driveways for the Shopping Center; provided, however. that any such change shall not
reduce the number of parking spaces readily accessible to the library building. WEISSER shall not
change the location of building "B" without the express written consent of the Coutnty.
(b) WBISSER hereby grants to rite County a non-exchune right to connect to and
utiiiye the utility service tines on the Common Areas installed by WEISSI�R, provided, however,
that m connecting to such utility lines the County shaU not impede or restrict. w hicular or
pedestrian traffic upon and across the parking areas, entrance, exits and driveways Iox:ate:d within
the Common Areas. All utility lines shall be undaWound. No utility lines shall be installed
without the prior approval of WEISSER, and the County shall complete i ngtallamn of the utility
lines as soon, as possibic following the commencement of insulation and restore any property
affected thereby to as good (or better) condition as existed prior to installation. Any installation
.hall be performed in a manner so as not to unreasonably intaf'ere with the operation of the
Shopping Center.
(c) WEISSER hereby grants to the County a non-exclusive right to connect to and
uttili2e the stomt and sanitary sewer lines and wastewater treatment plant installed by WRISSER,
provided that the County shati pay a portion of the cast to maintain and operate such facility. 'Ilse
charge to the County for the use of the said storm and sanitary sewer lines and wastewater
treatment plant shall be based upon the amount of water used try the County on the premises
described in Exhibit "A", and said charge shaU be computed by multiplying the number of gallons
used by the factor of 1 1 /4 cents per gallon.
(d) The County shalt pay its pro ruts share of insurance and maintenance of the
common areas inehuling pxft areas, entrances, exits, and driveways, currently S 1.00 per square
foot, for an annual sum of S2,400:00; provided, however, that such percentage shall be subject to
periodic adjustment (but not more than once every 12 months). In the event that the Cotmty's
actual pro ram share of common area nsa denance m Wor insurance Exceeds the sum of $2,400.00
per xuwm, then the County agrees to pay any such increases. In no event shall the amount paid
for common area maintenance and insurance be less than $2,400.00 per annum. Said sum shaft be
paid annually m advance the first payment being due on the date that the transaction closes.
2. (a) No use of the Property e►ltalt interAcm with the use of the Common Areas or
impede the free ilow of pedestrian or vehicular tragic thereon. Further, the County's employees
shall park its the parking area at the roar of the subject property so as to leave spaces in the i'
the property for public use.
1's6e 2
ZOd L00 83A3W A3NAA3f BEOV ELO SOE i LE=II 90-11-6661
814476
REc 1 2 8 3 PAGE 2 4 1.2
(b) In the event the County shaft receive from a third party at atty time a bona fide
offer to purchase the Property and the county shall decide to accept the offer, the County shall
prmnpdy give Weisser notice of the terns and copy of such offer acid of the County's willingness
to no the Propety for the price and on the terms offered, Weisser shall have the fright of First
Refusal to purchase the Property for the same price and on the same torms. Such Right of First
Refusal shall he exercised within twenty (20) days after Weisser receives notice from the County,
by Weisser notifying the County in writing that it will purchase the Property for the same price and
on the same terms. In the event Weisser shall not give the County notice within said twenty (20)
day period of its election to purchase the Property for the same price and on the same ternns
contained in said offer, the first refusal option shall be extinguished. If for any reason the Property
is not solo to such party notice of arty subsequent bona fide offers, acceptable to the County, shall
be given to Weisser upon the same terms and conditions for acceptance or rejection as hereinabove
provided. iK
3. We the property is owned by the County, or by a local, state or federal government
entity that takes the property in fee simple by, through or under the County, the property may be
used for a public library or any governmental purpose, including but not limited to governmental
meeting mono, educational fmilitias or go vm mental offices.
4. There are hereby declared and established the following restrictions and operating
agrcenue is regarding the Property.
(a) The Property and any inptoovements thereon shall be continuously maintained
and repaired, so as to at all timer ire in a first class condition, free and clear of all debris.
(h) No use of the Property shall increase the fire hazard or fire insurance rating for
the Shopping Center or in any way present a danger or hazard to the employees and customers of
the Shopping Center. 'The County shall not, without WEISSER'S prier written consent, keep
anything within the building on the Property nor use such premises for any purposes which
increases the insurance premium cost or invalidates any insurance policy carried on the building or
other parts of the Shopping COMM
(c) in the event of deswietion or damage from fire or any casualty to any bums
or improvernents on the Property, the County aril, at its sole cost and expense, promptly (i)
rcb and and repair the same to at least subamtially the same sire and as good a condition as such
Was in immediately preceding such destruction or damage, or (u)1evel or pave the area where the
bo9dings and improvements were destroyed or damaged so that the affected area conforms
substantially to the suttounding areas.
Page 3
COd Z00 aAXAW A38AA:l Beet ELe SOE i ec : 11 90-1i-CGGI
8 144 76 REc1283PAGE 2413
(d) The County dM take such reasonable measures es required gom time to time
to cause the li$nuy employees and customers, and all other persons attending meetings or
functions which are being held in the Library to park their vehicles only in designated parking aft"
within the Common Areas And not to interfere with the use of the Common Areas of the Shopping
Center or impede the five flow of vehicular or pedestrian traffic thereon.
(a) 'Ilia County may, at its own expense, from time to time, make such interior
non-structwai alterations in and to its building as it may deem necessary or suitable for its use
thereof. The County shall not make any exterior or structural changes to the building on the
Property without WEISSER'S consent, which consent shalt not be unreasonably withheld, delayed
or conditioned. 'Tire term "structural changes", as used hacin, shall not include moving of
non -load bearing partitions, minor plumbing and electrical work, modification and r+carrangc mcnt
of fixtures or other minor changes.
(f) The Comity shall be permitted to erect, install or maintain a temporary or
permanent sign cm the Property or on the exterior of its building, so long as add sign complies with
the regulations contained within the Monroe County Code.
S. WEISSER shall have a continuing obligation to repair and/or repave the common area
parking as may be necessary as well as maintain the common area, including landscaping.
6. In the event WEISSER shall. have a bona fide offer to purchase one or both of the
units adjacent to the County's property which WEISSER desires to accept, WEISSER shalt notify
the County in writing of such bona fide offer stating the price and other terms thereof The
County shall have 60 days following the mailing of this wnUm notice within which to notify
WMSSER in writing as to whether the County desires to purchase one or both of the units
adjacent to the County's property at the same prince and on the same terms as contained in the bona
fide offer received by WEISSER. If the County elects to purchase one or both of the units
adjacent to the CounWs property, WEISSER shall convey these premises to the County for the
price and on the terms contained in the bona fide offer. This paragraph shall not be effective in
the event WEISSER receives an offer to purchase the entire shopping center owned by him, in
which event the County shall not have a tight of first ref" as provided for herein,
7. WUSSF.R does hereby assign, covenant and agree with the County and its assigns, that
the County and its assigns shall have a perpetual easement for the joint use of said party wall The
parties hereto shall each have the feint right to use said party wall for the insertion of beams or
otherwise support the enation of buildings on their respective premises; provided, however, that
such use shall not injure the adjoining building space and shall not impair the value of the c;awnwri
to which the adjoining building is entitled. If it shall become necessary to repair or rebuild the w,$
Page 4
tOd CIO 83A3W A38AA3f 88ev BLe SOE 1 ZO: bi 90-1i—E66i
8 14 476 REC
"' 12 8 3 PAGE 2 4 14
or any portion thereof as constructed or extended, the cost of such repair and rebuilding as to such
portions of the wall at the time used by both parties shall he at the expense of both in equal shales
and as to any remaining portion shall be wholly at the expense of the party who steall exclusively
use that portion. in the ewnt that the party wall is totally or partially destroyed by fire or other
causes by either of the parties hereto, their successors, heirs or assigm shall have the tight to
reconstruct the same at his own expense alone if he alone intends to continuo the use of the party
wall, or it shall be at the expense of both parties in the event that both intend to continue the use of
the party wall. 'Phis Agreement shall be perpetual for so long as such Wall shell stand and shall
constitute an mernent and a covenant running with the land, provided however, that nothing
herein contained shall be construed as a conveyance by either party of his respective right to the
fee of the land upon which the party wall shall stand. In the event the roof over the Building "B"
needs repair, the cost of said repair shall be apportioned on a pro rats basis based on the square
foot percentage of the County's ownership of Budding "B" conilmed to the total square footage of
Buiding "B". This instrurnent contains the entire agreement between the patties relating to the
rights herein granted with respect to the party wail and the obligations herein assumed. Any oral
representations or modifications concerning the Ott shall be of no force and effect except in
a subsequent modification in writing Agtred by both parties.
S. WE.ISSER expressly agmes herein not to lease units adjacent to the County's units to
leswmg for uses inconsistent with the County's use as a public library faculty.
9. It is mutually agreed that this Agreement shall be construed and interpreted as if
drafted by each party and it is furdw acknowledged that this Agreement is the product of
negotiations between the parties, and shall not be construed or interpreted against either party
based on its being the drafter of this Agreement.
l0_ All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed to have been duly given if mailed by registered or certified mail with postage
prepaid:
(a) If to WEISSER, to Mkhael Weisser at Croat Western Bank Building
18301 Biscayne Blvd., 2nd Floor N. Nami Beach, FL 33160
(b) If to the County, to:
Mayor of Monroe County, C/O County Attorney 310 Fleming
Street, Key West, FL. 33040
with a copy to:
Monroe County Administrator, Public: Service Building, 5825 Junior
College Road, Stock Island, Key West, FL 33040.
or to such other addressees as shall be furnished in writing by either party to the other
page 5
ZOd CIO 83A3W A:98AAAf BF9b EZ8 SOC I z0:bl 90-11-6661
814476 REC1233PAGE2415
11. The restrictions, covenants, obligations and agreements contained herein shall tun with
the land, and shall be binding upon and shall inure to the benefit of the heirs, pemnal
representatives, successors, tranteferces and assigns of the parties hereto.
12. In the event of any violation or threatened violation by the County of any of the terms,
covenants, restrictions and conditions contained herein (i) WEISSER shall have no obbotion to
enforce the terms hereof, or any liability for any such breach by the County, and (ii) in addition to
the other remedies herein provided, any or all of the owners and tenants of the Shopping Center
shall have the tight to eWoin such violation or threatened violation in a court of competent
jurisdiction. The prevalling party in any litigation shall be entitled to recover, in addition to any
other datnages awarded by the court, its court costs and reasonable attorneys' fees incurred in
connection with such litigation.
13. If any clause, sentence or other portion of this Agreement shall become illegal , null or
void for any reason, or shalt be held by any court of competent jurisdiction to be so, the remaining
portions thereof shall remain in full force and effect.
14. All conveyances of aff or any portion of the Property subsequent to the date hereof
shall recite that they arc subject and subordinate to the terms and provisions hereof.
IN WITNESS WHEREOF, the patties hereto haw executed this Agreement the day and
year first hereinabove set forth.
WITNESSED:
L4
y,
jAttest: DAWY-L. KOLHACF, C;krk
Clerk
Page 6
BOARD COUNTY COMMISSIONERS
OF M&jft COLWY, FLO �.—
APPROVED AS TO
ND EGI}
B A#orne -�_ -
COd CIO 83,13W A3J333f Beet ZZ9 SOC I EO:bi 90-1I-066i
814476 RE'c1283PAGE2416
STATE OF 11;0RIDA }
COUNTY Or. }
The foregft
instrument was acknowledgcd before me this _ Lc ? day of
1993, by Mchael 1-1• Weisser.
r�
My Ccmmission Expires:
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DESCRIPTION
OFF 12 8 3 PAU 417
REC
PART II
Parent parcel not being conveyed
-TRACT EB, CU, EE, EC, ED, CS, CT OF PINE KEY ACRES, SECTION ONE, BIG PINE KEY
.FLORIDA AS RECORDED IN OFFICIAL RECORDS BOOK 509, PAGE 1047 OF THE PUBLIC
RECORDS OF MONROE COUNTY, FLORIDA; SAID TRACTS BEING IN THE NORTHWEST 1/4 OF
SECTION 26, TOWNSHIP 66 SOUTH, RANGE 29 EAST, ON BIG PINE KEY IN MONROE
COUNTY, FLORIDA; AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE
AT THE SOUTHEAST CORNER OF THE SAID NORTHWEST 1/4 AND RUN THENCE NORTH ALONG
THE EAST BOUNDARY OF THE SAID NORTHWEST 1/4 FOR A DISTANCE OF 1062 FEET;
THENCE WEST FOR A DISTANCE OF 25 FEET TO THE POINT OF BEGINNING OF THE PARCEL
OF LAND BEING DESCRIBED HEREIN, SAID POINT OF BEGINNING BEING ON THE WEST
RIGHT OF WAY LINE OF WILDER ROAD (OFFICIAL RECORD BOOK 346, PAGE 540 OF THE
SAID PUBLIC RECORDS), SAID POINT OF BEGINNING BEING THE NORTHEAST CORNER OF
THE LANDS OWNED BY THE MARATHON BANK (OFFICIAL RECORD BOOK 768, PAGE 1968 OF
THE SAID PUBLIC RECORDS), AND SAID POINT OF BEGINNING ALSO BEING THE SOUTHEAS
CORNER OF THE SAID TRACT CS; FROM THE SAID POINT OF BEGINNING, RUN THENCE
NORTH ALONG THE WEST RIGHT, OF WAY LINE OF THE SAID WILDER ROAD AND ALONG THE
EAST BOUNDARY OF THE SAID TRACTS CS, CT, AND CU FOR A DISTANCE OF 667.38 FEET
TO THE NORTHEAST CORNER OF THE SAID TRACT CU; THENCE WEST ALONG THE NORTH
BOUNDARY OF THE SAID'TRACTS CU, EB, AND EE FOR A DISTANCE OF 781.26 FEET TO
THE NORTHWEST CORNER OF THE SAID TRACT EE AND THE NORTHEASTERLY RIGHT OF WAY
LINE OF COUNTY ROAD 940, FORMERLY STATE ROAD (DEED BOOK G-7, PAGE 310 OF THE
SAID PUBLIC RECORDS), THENCE SOUTH 31041'00" EAST ALONG THE SOUTHWESTERLY
BOUNDARY OF THE SAID TRACTS EE, EC AND ED AND ALONG THE NORTHEASTERLY RIGHT O
WAY LINE OF THE SAID COUNTY ROAD 940 FOR A DISTANCE OF 782.42 FEET TO THE
SOUTHWEST CORNER OF THE SAID TRACT ED AND THE NORTHWEST CORNER OF THE LANDS
DESCRIBED IN SAID OFFICIAL RECORD BOOK 768 AT PAGE 1968; THENCE RUN EAST 4LON
THE SOUTH BOUNDARY OF THE SAID TRCTS ED AND CS AND ALONG THE NORTH BOUNDARY 0
THE LANDS DESCRIBED IN SAID OFFICIAL RECORD BOOK 768 AT PAGE 1968 FOR A
DISTANCE OF 370.33 FEET BACK TO THE POINT OF BEGINNING,
25' PART I
LESS AND EXCEPT; Out parcel being conveyed; see below
THE HEREIN DESCRIBED OUT PARCEL LYING IN TRACT CS OF THE
AFOREMENTIONED PINE KEY ACRES;COMMENCE AT THE POINT OF BEGINNING
�p OF THE ABOVE DESCRIBED PARCEL OF LAND; THENCE RUN EASTERLY ALONG
Till -,SOUTH LINE OF'SAID TRACT CS FOR A DISTANCE OF 54.95 FEET;
'4 THENCE RUN NORTH 00000'00" EAST ALONG A LINE PARALLEL WITH THE WEST
t!� RIGHT OF WAY LINE OF SAID WILDER ROAD FOR A DISTANCE OF 145.00 FEET
Q TO TIIE POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED; THENCE
W CONTINUE NORTH 00000' 00" EAST, FOR A DISTANCE OF 40.00 FEET; THENCE
NORTH 90000'00" WEST, FOR A DISTANCE OF 60.00 FEET; -THENCE SOUTH
A 00000'00" EAST, FOR A DISTANCE OF 40.00 FEET; THENCE NORTH
90°00'00" EAST, FOR A DISTANCE OF 60.00 FEET TO THE POINT OF
H BEGINNING.
i k PARENT.,PARCEL CONTAINING 8.832 ACRES, MORE OR LESS.
4, -OUT'`PARCEL CONTAINING 2400.00 SQUARE FEET, MORE OR LESS.
SURVEYT
�HOPPING PLAZA
SCRIE. 1 .. 401!
PROJECT NO.:. 593
SHEET NO.: ONE OF:
814476 REc1283'AGGE2418
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n Monroe County, Florida
Record Verified ap�,
DANNY L. ZOMGB A E E89
Clerk Circuit Cool