Item I14 1.14
Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS
�� Mayor David Rice,District 4
The Florida Keys � Mayor Pro Tem Craig Cates,District 1
y Michelle Coldiron,District 2
James K.Scholl,District 3
Ij Holly Merrill Raschein,District 5
County Commission Meeting
October 19, 2022
Agenda Item Number: I.14
Agenda Item Summary #10447
BULK ITEM: No DEPARTMENT: Land Authority Governing Board
TIME APPROXIMATE: STAFF CONTACT: Christine Hurley (305) 295-5180
9:25 A.M. Land Authority
AGENDA ITEM WORDING: Approval of a contract to purchase Tier 3A property for
conservation — Tract C, Trade Winds, Key Largo near mile marker 101 from Hernandez Investment
Group, Inc. for the price of$380,000.
ITEM BACKGROUND: This acquisition is proposed to protect property rights and the natural
environment and to reduce the County's potential liability for takings suits.
The subject property consists of a 40,075 square foot lot fronting US 1 between Arby's restaurant
and the entrance of Trade Winds Shopping Center on the ocean side of Key Largo near mile marker
101.
The property attributes are:
• Tier designation: Tier 3A—Special Protection Area.
• Zoning designation: Urban Commercial (UC).
• Vegetation: Tropical hardwood hammock.
• Sea Level Rise: The Southeast Florida Regional Climate Change Compact sea level rise
projection for the period from 2000 to 2070 is 21 to 54 inches. In the event of a 36-inch
increase in sea level, estimates provided by the South Florida Water Management District
indicate this property will have a less than 25.1%probability of being inundated.
• Acquisition List qualification: The property qualifies because it is Tier 3A.
• Florida Forever Boundary: This property is outside the Florida Forever boundary.
• Transferrable Development Rights (TDRs): 5.52 TDRs.
Packet Pg. 2708
1.14
• ROGO Dedication Points: 2 points.
Land Stewardship: Due to its proximity to the shopping center, this property will require active land
management and perhaps fencing to control litter, a feral cat colony, and a domestic chicken colony.
Title research on the property revealed an outdated Development, Easement and Operation (DE&O)
Agreement made in 1988 between KMART Corporation and WALGREEN CO. that outlined certain
obligations of the property owner. Land Authority attorney Greg Oropeza has attempted to reach
KMART representatives to discuss removal of the DE&O agreement if the land is purchased for
conservation. To date that has not been successful, although we will continue to work toward this
effort.
Attached is the DE&O agreement and a memorandum from Greg Oropeza that explains the
obligations and the risks associated with purchasing the property under the agreement.
Given that the property is a large parcel with intact tropical hardwood hammock habitat, staff
recommends proceeding with the purchase with the DE&O agreement in place; purchasing liability
insurance; and continuing to work toward negotiating with KMART to remove the DE&O
agreement.
The estimated closing costs are for this transaction are listed in the agenda documentation.
ADVISORY COMMITTEE ACTION: On March 30, 2022 the Committee voted 3/0 to approve
purchasing this property for the price of$380,000.
PREVIOUS RELEVANT GOVERNING BOARD ACTION: None
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Cost Sheet
Aerial Photograph
1988 Development, Easement and Operation Agreement
Oropeza Memo Regarding Deed Restriction Considerations
Purchase Agreement
FINANCIAL IMPACT:
Effective Date:
Expiration Date:
Total Dollar Value of Contract:
Total Cost to County:
Current Year Portion:
Budgeted:
Packet Pg. 2709
1.14
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Additional Details:
REVIEWED BY:
Christine Hurley Completed 09/29/2022 7:18 AM
Dina Gambuzza Completed 10/04/2022 3:00 PM
Mark Rosch Completed 10/04/2022 3:06 PM
Lindsey Ballard Completed 10/04/2022 3:45 PM
Board of County Commissioners Pending 10/19/2022 9:00 AM
Packet Pg. 2710
1.14.a
PURCHASE CONTRACT
10/19/22
Purchase Title Fees& Attorney Recording Total
Property Price Appraisal Insurance Fee Fee Costs
Tract C $380,000.00 $2,450.00 $2,450.00 $475.00 $35.50 $385,410.50
Trade Winds
Key Largo
Seller: Hernandez Investment Group, Inc.
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1.14.b
Aerial Photograph of Subject Property
Tract C, Trade Winds
Key Largo
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DEVELOPMENT, EASEMENT AND OPERATION_ AGREEMENT �,`��
AGREEMENT made this 23rd day of June, 1988 by and between K MART
i CORPORATION, a Michigan corporation, having its principal address at 3100
West Big Beaver Road, Troy, Michigan 48084 ("K mart") and WALGREEN CO., an
Illinois corporation, having offices at 200 Wilmot Road, Deerfield,
Illinois 60015 ("Walgreen").
WITNESSETH:
WHEREAS, concurrent with the execution of this Agreement, Walgreen
has Acquired that certain parcel of land in the County of Monroe, State of
Florida, more particularly described in Part I of Exhibit A attached hereto
and made a part hereof and depicted on Exhibit B attached hereto and made a
part hereof (the "Property"), which land abuts the property owned by K mart
and described in Part II of Exhibit A hereto and also depicted on Exhibit B
hereto (the "Shopping Center"); and
WHEREAS, the parties desire to enter into the following agreement
regarding the development and use of the Property, and said conveyance is
subject to the terms and conditions hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by each, the parties agree
j as follows:
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1. (a) No improvements shall be constructed on the Property
except in accordance with a site plan and elevation and exterior detail
plans therefor approved by K mart (the "Walgreen Building"). No exterior
signs may be erected or placed on the Property except as have been approved
by K mart. No construction activity on the Property shall block the park-
ing areas, entrances, exits and driveways for the Shopping Center or other-
wise unreasonably interfere with the operation and use of the Shopping
Center. All equipment and materials used in connection with the
construction of the Walgreen Building and related improvements shall be
stored and confined on the Property. The Walgreen Building (exclusive of
any trelliced area and entrance canopy and any roof overhang supported by
non-structural piers) shall not be greater than 420G square feet and shall
be initially opened and operated for a sit-down type restaurant where
customers are served by waitresses. Once opened and operated for such use,
Walgreen shall have no obligation to continue to operate the Walgreen
Building for any purpose.
ti (b) The size of the Walgreen Building may be increased up to a
maximum of 600 additional square feet of building area, provided (i) before
construction is commenced, Walgreen obtains all required governmental
approvals therefor and the site plan and elevations and exterior detail
plans therefor are approved by K mart, (ii) Walgreen otherwise complies
Key Largo, FL
06/21/88
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547158 fi 1053 Eh-L0321
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with the requirements of this Agreement with respect to the construction of q
improvements on the Property, including without limitation, the aforesaid s
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requirements that the construction not interfere with the operation and use s
of the Shopping Center and the parking requirements of paragraph 5 hereof, t
and (iii) all equipment and materials used in connection with such a
construction are stored and confined on the Property. t
2. Walgreen shall reimburse K mart for its pro-rate share of the
cost of any impact, development or other similar fees charged or assessed
by governmental authority in connection with the buildings and improvements
(but not any addition or changes thereto) approved by the Monroe County
Zoning Board by its Resolution 38-86, a copy of which is attached hereto s
and made a part hereof as Exhibit C. For purposes hereof, Walgreen' pro-
rats share shall be 3.81%. Payment to K mart shall be made within fifteen s
(15) days after receipt of a bill therefor. If such bill is not paid
within fifteen (15) days, interest shall accrue on the unpaid amount at the
rate of eighteen percent (18%) per annum, or the highest rate permitted by t
law, whichever is lower, until paid and K mart shall have a lien on the
Property for the amount of said bill and interests provided, however,
K mart shall not have a lien on the Property for so long as Walgreen owns
the Property or leases it pursuant to a sale-leaseback transaction. Said
lien, if any, shall be filed and enforced in accordance with paragraph 8 a
hereof. The prevailing party in any litigation brought to recover any such
sums expended by K mart shall be entitled to recover, in addition to any s
other damages awarded by the court, its court costs and actual attorneys' $
fees incurred in connection with such litigation.
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3. (a) K mart hereby grants to Walgreen a non-exclusive ease- s
ment for ingress and egress to and from the Property across the parking
areas, entrances, exits and driveways from time to time located on the s
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Shopping Center, exclusive of Tract B and Tract D, but including the common C
driveway between Tract C and Tract D (the "Common Areas"). K mart may s
from time to time change, reconfigure or relocate the parking areas, ¢
entrances, exits and driveways for the Shopping Centers provided, however,
the common driveways between Tract C and Tract D and the parking areas, s
entrances, exits and driveways on Tract A lying within eighty feet (80') of
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the Property shall not be changed, reconfigured or relocated without s
Walgreen'; consent, which consent shall not be unreasonably withheld or u
delayed.
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(b) K mart hereby grants to Walgreen a non-exclusive ease-
ment and right to install utility service lines on the Common Areas lying a
within eighty feet (80') of the Property; provided, however, such utilities a
shall not be located or constructed in any manner as to impede or restrict a
vehicular or pedestrian traffic upon and across the parking areas, C
entrances, exits and driveways located within the Common Areas. All 0
utility lines shall be underground. No utility lines shall be installed C
without the prior approval of K mart, and Walgreen shall complete
installation of the utility lines as soon as possible following the s
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commencement of installation and restore any property affected thereby to
as good (or better) condition as existed prior to installation. Any
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installation shall be performed in a manner so as not to unreasonably
interfere with the operation of the Shopping Center.
(c) The foregoing right to use the Common Areas for utilities,
includes the right to connect to and utilize the storm and sanitary sewer
lines and wastewater treatment plant installed by K mart, provided that (i) !
Walgreen shall first have paid its pro rats share of the cost to construct
the wastewater treatment plant for the Shopping Center and thereafter pay
Its pro rats. share of the cost to maintain and operate such facility, and i
(ii) the wastewater treatment plant operator shall have approved the design
of the grease traps and related facilities for the Walgreen Building and
Walgreen shall maintain the same in the condition reasonably required by
the wastewater treatment plant operator for the efficient operation of the
wastewater treatment plant. Walgreen shall permit the wastewater treatment
plant operator to periodically inspect the grease traps and related
facilities for the Walgreen Buildings. For purposes hereof, Walgreen's pro
rat& share shall be twenty-six percent (26t); provided, however, that such
percentage shall be subject to periodic adjustment (but not more often than
once every twelve (12) months) if Waigreen's actual pro rats share of the
cost to maintain and operate the facility (based on its use of the
wastewater treatment plant compared to the other users of the facility
expressed as a percentage) is more or less than Walgreen is then paying,
but in no event shall Walgreen pay less than twenty-six (261) of the cost
to maintain and operate the wastewater treatment plant. If such bill is
not paid within fifteen (15) days, interest shall accrue on the unpaid
1 amount at the rate of eighteen percent (18%) per annum, or the highest rate
permitted by law, whichever is lower, until paid and K mart shall have a
lien on the Property for the amount of said bill and interest; provided,
i, however, K mart shall not have a lien on the Property for so long as
Walgreen owns the Property or leases it pursuant to a sale-leaseback trans-
action. Said lien, if any, shall be filed and enforced in accordance with
paragraph 8 hereof. The prevailing party in any litigation brought to
recover any such sums expended by K mart shall be entitled to recover, in 6
addition to any other damages awarded by the court, its court costs and
actual attorneys' fees incurred in connection with such litigation.
(d) Walgreen tray assume responsibility for the maintenance and
operation of up to four (4) light standards located on the Common Areas
closest to the Property and at its expense connect the same to its electric
service line, provided it shall maintain the same in good condition and
repair (but in any event to at least the same condition as the remainder of
the lights for the Common Areas) and shall keep the lights lit from dusk to
dawn. If Walgreen defaults in its obligations to maintain and operate the
lights, K mart may disconnect such lights from the Walgreen electric
service and connect the same to the electric service for the Common Areas
and Walgreen shall pay the cost of such work within fifteen (15) days after
receipt of a bill therefor. If such bill is not paid within fifteen (15)
days, interest shall accrue on the unpaid amount at the rate of eighteen
a
percent (18%) per annum, or the highest rate permitted by law, whichever is °
lower, until paid and K mart shall have a lien on the Property for the
amount of said bill and interest; provided, however, K mart shall not have
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547 158 Rt� u5J ;,:BUJ 3
a lien on the Property for so long as Walgreen owns the Property or leases
it pursuant to a sale-leaseback transaction. Said lien, if any, shall be
filed and enfcrced in accordance with paragraph 8 hereof. The prevailing
party in any litigation brought to recover any such sums expended by K mart
shall be entitled to recover, in addition to any other damages awarded by
the court, its court costs and actual attorneys' fees incurred in
connection with such litigation. j
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4. (a) The Property may be used for any lawful commercial
retail purpose; provided, however, no portion thereof shall be occupied or
used, directly or indirectly, for a bowling alley, arcade, game room,
skating rink, billiard room, massage parlor, adult book store, bar, tavern
or pub, ballroom, dance hall or discotheque, beauty school, barber college,
theatre, health club, gas station, convenience store, food store, offices,
place of instruction, reading roam or any operation catering primarily to
students or trainees rather than to customers; provided, however, alcoholic
beverages may be served from any restaurant operated on the Property if
incidental to operation of the restaurant. In addition, the Property shall
not be used for any other use (except a restaurant) which is inconsistent
with any use for which an owner or tenant of the Shopping Center shall have
been granted the exclusive right to operate in the Shopping Center (i.e,,
an exclusive use); provided that such use of the Property shall not be
prohibited if the owner or occupant to which such exclusive has been
granted has not used the Property for such exclusive use for one year or
more. K mart shall within thirty (30) days of receipt of a written request
from Walgreen notify Walgreen of any exclusive use granted to any owners or
tenants of the Shopping Center. No building or structure erected on the
Property shall exceed one story or twenty-five (25) feet in height, which-
ever is lower, inclusive of any chimneys, decorative towers or roof peaks
incidental to the design of the building or structure.
(b) Tract B and Tract 0 of the Shopping Center shall not be used
for the operation of a sit-down type restaurant where the customers are
served by waitresses so long as the Property is operated for such use;
provided, however, that this restriction shall terminate without further
action by any party if the Property is used for any other purpose, or if no
business is operated from the Property, for a consecutive period of twelve
(12) calendar months. The foregoing restriction shall not prohibit a
similar use on the remaining portion of the Shopping Center, neither shall
preclude the use of the Tract B or Tract B for the operation of any other
type of restaurant, including without limitation a fast food restaurant
(e.g., Arby's, Macaonalds, Wendy's, El Polo Loco, Kentucky Fried Chicken, 1
etc.) or a fine dining restaurant primarily catering to lunch and dinner
trade.
5. In the development and use of the Property, there shall not
be established or maintained any building, structure or area for the trans-
action of business, whether for retail sales or other purposes, for which
there shall not be established and maintained on the Property a parking
area containing a minimum of eight (8) parking spaces for each 1,000 square
feet of floor area of all buildings constructed on the Property.
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547158 AEcl G � i;,�� J '?4
1,000 square feet of floor area of all buildings constructed on the
Property.
6. There are hereby declared and established the following
operating agreements regarding the Property:
(a) Each owner or tenant of any portion of the Property
shall keep all buildings and other improvements thereon insured, at their
respective expense, against loss or damage by fire, wind storm, hail,
explosion, damage from aircraft vehicles, smoke damage and such other risks
are from time to time included in the "Extended Coverage" endorsements in
Monroe, County, Florida, and in an amount not less than eighty percent
(80%) of the actual replacement cost of the respective buildings and
improvements (excluding foundation and excavation costs of underground
flues, pipes and drains) which amount shall be sufficient to restore the
same to, or replace it with buildings of at least the size as existed
before and to as good of condition as such were immediately preceding such
destruction.
(b) Each owner or tenant of any portion of the Property
shall, at its expense, maintain comprehensive liability insurance against
claims for personal injury or death and property damage occasioned by
accident occurring upon, in or on its respective property, such insurance
in each case to afford protection to the limit of not less than $2,000,000
in respect to injury or death or property damage arising out of any one
accident. In addition to the foregoing, the insurance coverage acquired
under this paragraph shall extend to a liability arising out of the
indemnity hereafter set forth. K mart may, not more often than every two
(2) years, require that the policy limits be reasonably increased to
reflect any decrease Lathe value of the dollar or increase in risk,
(c) The owner and tenant of any portion of the Property will
indemnify each owner or tenant of any other portion of the Shopping Center
and save them from and against any and all claims, actions, damages,
liability and expenses in connection with lose of life, personal injury or
damage to property or any of them occasioned wholly or in part by any
negligent act or omission of such owner or tenant, its sub-tenants, agents,
contractors or employees.
(d) All such insurance provided for in the preceding para-
graphs shall be effected under valid and enforceable policies issued by
insurers of recognized responsibility, licensed to do business in the State
of Florida. Provided Walgreen has a net worth of at least One Hundred
Million Dollars ($100,000,000.00) any insurance it is required to maintain
hereunder may be maintained pursuant to a plan of self-insurance which it
may from time to time have in force and effect, or may be taken up under a
blanket insurance policy or policies covering other premises, properties or
insureds. Certificates of any portion of any such insurance (or memoranda
if self-insured) shall be delivered to K mart upon issuance thereof, and
thereafter not less than fifteen (15) days prior to the expiration date of
the expiring policies. Any policy required by this paragraph shall provide
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547158
RECI U IA"uLJJ
that such policy shall not be cancelled without at least thirty (30) days
prior written notice to K mart. In the event Walgreen fails to maintain
insurance in accordance with the provisions of thin paragraph and if it
fails to correct such default within thirty (30) days after notice from
K mart, K mart may purchase said insurance for Walgreen who shall forthwith
pay the coat thereof to K mart. If such bill is not paid within fifteen
(15) days, interest shall accrue on the unpaid amount at the rate of
eighteen percent (18%) per annum, or the highest rate permitted by law,
whichever is lower, until paid and K mart shall have a lien on the
Property for the amount of said bill and interest; provided, however,
K mart shall not have a lien on the Property for so long as Walgreen owns
the Property or leases it pursuant to a sale-leaseback transaction. Said
lien, if any, shall be filed and enforced in accordance with paragraph 8
hereof. The prevailing party in any litigation brought to recover any such
sums expended by K mart shall be entitled to recover, in addition to any
other damages awarded by the court, its court costs and actual attorneys,
fees incurred in connection with such litigation.
(e) In the event of destruction or damage from fire or any
casualty to any buildings or improvements on the Property, Walgreen shall
at its sale cost and expense within six (6) months from the date of such
destruction or damage, have (i) started to rebuild and repair the same to
at least substantially the same size and as good a condition as such was in
immediately preceding such destruction or damage, and within one (1) year
of the date of such destruction or damage, have rebuilt and repaired the
same to at least substantially the same size and as good a condition as
such was in immediately preceding such destruction or damage, or (ii)
leveled and paved the buildings and improvements destroyed or damaged so
that the affected area conforms substantially to the surrounding areas.
(£) No building, structure or business shall be constructed
or operated on the Property which shall be inconsistent with the operation
of a family-type retail Shopping Center.
(g) No use of the Property shall interfere with the use of
the common areas of the Shopping Center or impede the free flow of
vehicular or pedestrian traffic thereon.
(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.
(i) The Property and any improvements thereon shall be con-
tinuously maintained and repaired, so as to at all times be in a first
class condition, free and clear of all debris. In the event that the park-
ing areas on the Property shall not be maintained in a first class
condition and kept free and clear of all debris, K mart may, following
thirty (30) days notice to the owner or tenant thereof, perform such work
and then bill the defaulting owner or tenant for the expense incurred. If
such bill is not paid within fifteen (15) days, interest shall accrue on
the unpaid amount at the rate of eighteen percent (18%) per annum, or the
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547158 ro'rc1 050 JGS
highest rate permitted by law, whichever is lower, until paid and K mart
shall have a lien on the Property for the amount of said bill and interest;
provided, however, K mart shall not have a lien on the Property for so long
as Walgreen owns the Property or leases it pursuant to a sale-leaseback
transaction. Said lien, if any, shall be filed and enforced in accordance
with paragraph 8 hereof.
(j) The Common Area shall be continually repaired and main-
tained so as to at all times to be in a first class condition, free and
clear of all debris. In the event the Common Area shall not be maintained
in a first class condition and kept free and clear of all debris, Walgreen
may, following thirty (30) days notice to K mart, perform such work and i
then bill K mart for the expense incurred. Such bill shall be paid by
K mart within fifteen (15) days of receipt thereof, following which i
interest shall accrue on the unpaid amount at the rate of eighteen percent
(18%) per annum or the highest rate permitted by law, whichever is lower,
until paid.
7. All owners or tenants of any portion of the Property shall
pay prior to delinquency all taxes and assessments on the Property owned or
leased by them. If any such owner or tenant shall fail to pay said taxes
and assessments prior to delinquency, K mart, may pay said taxes and
assessments after giving to such owner or tenant notice thirty (30) days in
advance of its intention to pay such taxes or assessments (provided K mart
may pay such taxes or assessments prior to the expiration of such thirty
t (30) day period or without any notice whatsoever to such owner or tenant if
payment is required to prevent the sale of the Property) and may then bill
the defaulting owner for the expense incurred. If the defaulting owner
shall not pay said bill within fifteen (15) days, K mart shall have a lien
on the Property for the amount of said bill, which amount shall bear
interest at the rate of eighteen percent (18%) per annum, or the highest
rate permitted by law, whichever is lower, until paid and K mart shall have
a lien on the property for the amount of said bill and interest; provided,
however, K mart shall not have a lien on the Property for so long as
Walgreen owns the Property or leases it pursuant to a sale-leaseback
transaction. Said lien, if any, shall be filed and enforced in accordance
with paragraph 8 hereof.
8. The liens provided for hereivabove may be filed for record by
K mart as a claim of lien against the defaulting owner in the Office of the
County Recorder of Monroe County, signed and verified, which shall contain
at least:
(a) A statement of the unpaid amount of costs and expenses%
(b) A description sufficient for identification of the
property of the defaulting owner which is the subject of the lien; and
(c) The name and owner or reputed owner of the property
which is the subject of the alleged lien.
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lien or claim which may be or has been acquired or attached to such real
property after the time of filing of such lien.
9. It is mutually agreed that this Agreement shall be construed
and interpreted as if drafted by each party and it is further 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.
10. All notices, requests, demands and other communications here-
under shall be in writing and shall be deemed to have been duly given if
mailed by registered or certified mail with postage prepaids
f
(a) If to K Mart, to K mart at the address sat forth i
above to the attention of the Vice President - Real
Estate.
(b) If to Walgreen, to Walgreen at the address set
forth above to the attention of the Last Department.
or to such other addressees as shall be furnished in writing by either
party to the other.
11. Time is of the essence hereof provided, however Walgreen
shall be excused for failure to commence and complete the construction work
required to be performed hereunder if such failure is unavoidably caused by
K mart or its agents; any governmental authority; any public enemy; Act of
God; the elements; War; war defense conditions; strikes; walk-outs; the
unavailability of labor and materials; or other causes beyond Walgreen
control. Walgreen shall use reasonable diligence to avoid any such delay,
and to resume construction as promptly as possible after any such delay. j
12. The easements, restrictions, covenants, obligations and
agreements contained herein shall run with the land, and shall be binding
upon and shall inure to the benefit of the heirs, personal representatives,
successors, transferees and assigns of the parties hereto.
13. In the event of any violation or threatened violation by any
owner, lessee or occupant of the Property of any of the terms, covenants,
restrictions and conditions contained herein (i) K mart shall have no obli-
gation to enforce the terms hereof, or any liability for any such breach by
any owner, tenant or occupant of the Property, 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 right to enjoin such violation or threatened
violation in a court of competent Jurisdiction.
14. If any clause, sentence or other portion of this Agreement
shall become illegal, null or void for any reason, or shall be held by any
court of competent jurisdiction to be so, the remaining portions thereof
shall remain in full force and effect.
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547158 C1050 2a
court of competent jurisdiction to be so, the remaining portions thereof a
shall remain in full force and effect.
15. It is mutually agreed that this Agreement shall be construed
and interpreted as if drafted by each party and it is further acknowledged s
that this Agreement is the product of negotiations between the parties, and a
t
shall not be construed or interpreted against either party based on its
being the drafter of this Agreement. a
IN WITNESS WHEREOF, the parties hereto have executed this Agree-
ment the day and year first hereinabove set forth.
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WITNESSED: K MART CORPORATION, f
a Michigan corporation
M. L. Skiles, Vice -Prepident
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WALGREEN CO., an Illinois corporation I
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547158 REC U 'rH -U 3 2 9 l
ACKNOWLEDGMENTS
STATE OF MICHIGAN )
) SS.
COUNTY OF OAKLAND )
The foregoing instrument was acknowledged before me this.J/" day,
of ✓aa , 1988, by M. L. Skiles, a Vice President of K MA19,,,'C0)tFaR�
ATION, a Michigan corporation, on behalf of the Corporation. ,•`
Notary Public, Odkland County i
State of Michigan
My Commission Expires., ~ l- y(i
DIANE N.SHIRES
Notary public.(wind Couw Mich.
STATE OF ILLINOIS ) M9 CommiWion Ealres August 22, 19W
i ) Ss.
COUNTY OF +� )
p
The foregoing instrument Was acknowledged before me this day
of t e,- , 1988, by W.11Jn 4. .Sh,-/ the 1gE cc A ,,- 4 —
of WALGREEN CO., an Illinois corporation, on behalf of the Corporation.
Notary Public,
State of Illinois
My Commission Expires:
Drafted by:
Erik J. Stone, Esq.
Dickinson, Wright, Moon,
Van Dusen k Freeman
525 North Woodward Avenue
P.G. Box 509
Bloomfield Hills, MI 48013
(313) 646-4300
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PART I
Tract C, TRADEWINDS, according to the Plat
thereof, as recorded in Plat Book 7, at Page
42 of the Public Records of Monroe County,
Florida.
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PART II
Tracts A, B and D of Trade Winds, a Replat of
Blocks 1, 2, 3 and the Adjoining Alleys,
Naranja Road, Maule Lane and Johnson Road of
'Industrial Acres" (P. B. 5, P. G. 15) Lying
in Section 22, Township 61 South, Range 39
East, Rey Largo, Monroe County, Florida.
EXHIBIT A
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RESOLUTION
)8-86
RESOLUTION OF THE ZONING BOARD OF MONROE COLN-TY A,proved_, A
MAJOR DEVELOMNT AND FINAL DE%ELOM%T PLAN AND rnTr=unity Impact Statement
and Final Change of Zoning from RG-5 to BU-2 &gU-
0 WHEREAS. THE ZONING BOARD OF 40%MOE COUNTY, FLORIDA, FIELD A PUBLIC
HEARING ON September 24, 1986 _DULY CALLED IN ACCORDANCE WITH
Cn
r=) THE PROVISIONS OF THE MONROE COU%-rY CODE TO CONSIDER THE APPLICATION OF
1-� s
v-Mart Corporation_ _ _ ON PROPERTY DESCRIBED s
CJ Seesion 22. Township, 61S, Range 39E on Key Largo
AS: M oe Count Florida an eLag artion o =5
0 thereof as recorded in Plat Book 5. Page o t e Public
❑unty or a an ben more p es as follows:
=13 elusive of Block 1: lots 4 thru 29 inc us ve o ock 2, d
L c us ve o oc ttitogether wltn tnose porelans o nja Rd. t
okazan Bd. and the 20 ft. vide alleys adjoining the above escr a •o as
6
ghn+m nn said c at a n us r a 7Ct763• —Said, paste co alum =S'•=des $
more or less
co
Li) FOR APPWVAL OF A MAJOR DEVELOPMENT. INCLUDING ZONING AND FINAL DEVELOPMENT
i PLAN. AND Final Community Impact Statement APQrOva1. t
-� WHEREAS, THE BOARD. AFTER CONSIDERATION OF ALL OF THE RECOMMENDATIONS,
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DOCUMENTS AND INFORMATION SUBMITTED. AND TESTIMONY TAKEN, PERTAINING TO
j THE REQUESTED MAJOR DEVELOPI't£NT PROJECT, INCLUDING ZONING AND FOAL DEVE-
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LOPMENT PLAN ON THE ABOVE DESCRIBED PROPERTY. HAVE CONCLUDED THAT SAID
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APPLICATION BE Approved d
FOR THE FOLLOWING REASONS: Pursuant to Section 6-236 of the Monroe
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county
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Now. THEREFORE,
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BE IT RESOLVED BY THE ZONING BOARD OF MONROE COUNTY. FLORIDA, BY THE �
POWER VESTEn IN THEM BY THE MONROE COUNTY CODE OR ORDINANCES, DOES DECLARE �
THAT THE APPLICATION FILED BY 9-14att. Incorporated
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AND DESCRIBED ABOVE, IS ALONG u
WITH THE ZONING AND FINAL DEVELOPMENT PLAN SU'BITTED,
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PASSED AND ADOPTED BY THE ZONINC BOARD OF MONROE COL-iY, FLORIDA,
THIS 24 DAY OF September 1986.
ZONING BOARD OF `1ONROE COUNTY,
� FT.ORIDA.
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BY
C Kik IR.•fAN
En
ATTEST:
3 !Lo SECRETARY
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VIA ELECTRONIC MAIL U
September 16, 2022
Christine Hurley, Executive Director
Monroe County Land Authority
1200 Truman Avenue, Suite 207
Key West, FL 33040
RE: Hernandez to MCLA-Deed Restriction Considerations:
Dear Mrs. Hurley,
In connection with the proposed purchase and sale transaction between Hernandez Investment
Group, Inc., a Florida corporation ("Hernandez") to Monroe County Comprehensive Plan Land
Authority ("MCLA") for the real property known as Tract C Tradewinds, with Parcel
Identification Number 00454611-000300 and Alternate Key 8713134 (the "Property"), I have
examined the Development, Easement and Operation Agreement recorded in Official Records
Book 1058, Page 320 Public Records of Monroe County, Florida ("Development Agreement"). U
A true and correct copy of the Development Agreement is attached hereto and incorporated a
herein as Exhibit A. In connection with my review of the Development Agreement I have
detailed two items for consideration and evaluation, as follows:
1. Page 3, subparagraph (c) provides the Property the right to connect to storm and
sanitation lines and the wastewater plant which is located within the shopping plaza
known as Tradewinds Plaza which the Property is located on the western corner of. It is
important to note that the wastewater plan, according to the Key Largo Wastewater
District, is no longer an operational plan as Tradewinds Plaza is connected to centralized
sewer and the wastewater plant is used as a lift station, opposed to a processing plant.
Such right contained in the subject paragraph is subject to the Property owner paying its
pro rata share of construction and maintenance of the wastewater plant. Pursuant to the
Development Agreement,the pro rata share of the Property is 26%.
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It is the undersigned's understanding that the current owner has not received any L-
demands for payment of maintenance and as such, based on an affidavit from Hernandez
as part of the closing documents, it would appear the risk of a financial liability for
maintenance of the lift station is low.
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1.14.d
2. Page 5,paragraph 6(b) of the Development Agreement requires each owner subject to the
Development Agreement to maintain liability insurance in an amount not less than Two
Million and 00/100 Dollars ($2,000,000.00).
This type ofpolicy would have to be purchased on the open market and maintained for so
long as the Development Agreement remains in place. The estimated annual cost for such
policy is roughly$1,000.00. 0
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Very Truly Yours,
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Gregory S. Oropeza
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1.14.e
AGREEMENT FOR THE PURCHASE OF LANDS
THIS AGREEMENT is made and entered into this day of 2022, by
and between
Hernandez Investment Group, Inc.
(hereinafter "Seller(s)"), for themselves, their heirs, executors, administrators, successors and
assigns, and the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY (hereinafter
"Land Authority") acting by and through the Executive Director of the LAND AUTHORITY. 0
WITNESSETH:
1. In consideration of Ten Dollars ($10.00) in hand, paid by the LAND AUTHORITY, the receipt of
which is hereby acknowledged, the Seller(s) agree to sell to the LAND AUTHORITY certain lands
upon the terms and conditions hereinafter set forth, and for the price of $380,000.00 for all of the
lands and other interests, which lands shall include all tenements, hereditaments, together with all
water and other rights, easements, appurtenances, and any and all of the Seller's rights in or
arising by reason of ownership thereunto belonging, owned by them, situate and lying in the
County of Monroe, State of Florida, more particularly described as follows; to-wit:
Tract C, Trade Winds (PB 7-42)
Parcel ID# 00454611-000300
2. The Seller(s) agree that they have full right, power and authority to convey, and that they will
convey to the LAND AUTHORITY the fee simple title together with legal and practical access
thereto clear, free and unencumbered, except subject to the following easements or reservations:
Existing easements for canals, ditches, flumes, pipelines, railroads, public highways and roads,
telephone, telegraph, power transmission lines and public utilities. U,
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The LAND AUTHORITY, at the LAND AUTHORITY'S expense, within the time allowed to deliver
evidence of title and to examine same, may have the real property surveyed and certified by a
registered Florida surveyor. If the survey discloses encroachments on the real property or that
improvements located thereon encroach on setback lines, easements, lands of others, or violate
any restrictions, contract covenants, or applicable governmental regulations, the same shall
constitute a title defect.
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Seller(s) shall convey a marketable title subject only to the aforementioned liens, encumbrances,
exceptions or qualification set forth herein. Marketable title shall be determined according to
applicable title standards adopted by authority of the Florida Bar and in accordance with law. The
LAND AUTHORITY shall have sixty (60) days from the Effective Date in which to examine title. If
title is found defective, the LAND AUTHORITY shall, within this specified time period, notify
Seller(s) in writing specifying defect(s). If the defect(s) render title unmarketable the Seller(s) will
have sixty (60) days from receipt of notice within which to endeavor to remove the defect(s). The
Seller(s) will use good faith effort to endeavor to correct defect(s) in title within the time provided
therefore but shall not be required to resort to litigation or to incur more than $1,500 in expenses in
doing so. In the event that the title defects are not cured within one hundred and twenty (120)
days following the Effective Date, the LAND AUTHORITY shall have the option of either accepting
the title as it then is or rescinding the Agreement herein.
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1.14.e
3. The Seller(s) further agree not to do, or suffer others to do, any act by which the value or title to
said lands may be diminished or encumbered while this Agreement is pending. It is further agreed
that any loss or damage occurring prior to the vesting of satisfactory title in the LAND
AUTHORITY by reasons of the unauthorized cutting or removal of products therefrom, or because
of fire, shall be borne by the Seller(s); and that, in the event any such loss or damage occurs, the
LAND AUTHORITY may, without liability, refuse to accept conveyance of said lands.
4. The Seller(s) further agree that during the period covered by this instrument officers and
accredited agents of the LAND AUTHORITY shall have at all reasonable times the unrestricted
right and privilege to enter upon said lands for all proper and lawful purposes, including
examination of said lands and the resources upon them. The Seller(s) hereby waive their rights to
2.1
any and all claims against the LAND AUTHORITY, Monroe County, or the State of Florida
associated with, or arising from ownership of, said lands and this waiver shall survive closing.
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5. The Seller(s) will execute and deliver upon demand of the proper officials and agents of the LAND
AUTHORITY a good and sufficient deed of warranty conveying to the LAND AUTHORITY a
marketable title to the said lands of such character as to be satisfactory to the legal counsel of the
LAND AUTHORITY and said deed shall provide that the use, occupation and operation of the
rights-of-way, easements and reservations retained therein, shall be subordinate to and subject to
such rules and regulations as may be prescribed by the LAND AUTHORITY governing the use,
occupation, protection and administration of lands.
6. In consideration whereof the LAND AUTHORITY agrees that it will purchase all of said lands and
other interests at the price of $380,000.00. The LAND AUTHORITY further agrees that, after the
preparation, execution, and delivery of the deed, and after the legal counsel of the LAND
AUTHORITY shall have approved same, the LAND AUTHORITY will cause to be paid to the
Seller(s) the purchase price and the deed will then be recorded. The LAND AUTHORITY shall
pay the following expenses associated with the conveyance of the property: deed recording fees,
settlement fees, abstract fees, title examination fees, the Buyer's attorney's fees, and title
insurance, as well as the prorata share of prepaid real property taxes allocable to the period U,
subsequent to the vesting of title in the LAND AUTHORITY, or the effective date of possession of
such real property by the same, whichever is earlier. The Seller(s) shall pay the expenses of
documentary stamps to be affixed to the deed and the removal of trash, debris, and structures
from the property, if any, and real estate commissions, if any. Full possession of the premises
shall pass to the LAND AUTHORITY as of the date payment is made to the Seller(s) subject only
to the reservations stated in Section 2 above.
7. It is mutually agreed that an abstract, title insurance policy or other evidence of title to the property
herein contracted to be sold, satisfactory to the legal counsel of the LAND AUTHORITY will be
obtained by the LAND AUTHORITY at its expense. The Seller(s) expressly agree herein to
furnish to the LAND AUTHORITY any documents in Seller(s)'s possession establishing evidence
of title including, but not limited to, abstracts, title commitments, title policies and opinions of title.
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8. It shall be the obligation of the Seller(s) to pay all taxes and assessments outstanding as liens at
the date title vests of record in the LAND AUTHORITY, whether or not such taxes and
assessments are then due and payable.
9. It is mutually understood and agreed that notice of acceptance of this Agreement shall be given to
the Seller(s) by email to the address provided by the Seller(s) or by mail addressed to the Seller(s)
at the following address:
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1.14.e
1643 Brickell Avenue
Apt. 2202
Miami, FL 33129
and shall be effective upon date of mailing and shall be binding upon all of the Seller(s) without
sending a separate notice to each, except as such obligation may be affected by the provisions of
paragraph 6 hereof.
10. The property shall be delivered at closing free of any tenant or occupancy whatsoever.
11. The Seller(s) shall close any open building permits or code enforcement proceedings prior to
closing, provided, however, that the Seller(s) shall not be required to incur more than $1,500 in
the aggregate in connection with such matters. U
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12. The effective date of this Agreement (hereinafter"Effective Date") shall be that date when the last
one of the Seller(s) and the LAND AUTHORITY has signed this Agreement.
13. If the Seller(s) wish to proceed with this transaction, the Seller(s) have until March 21, 2022 to
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sign and return this Agreement to the LAND AUTHORITY. This Agreement may be executed in
counterparts. Notwithstanding any provision of this Agreement to the contrary, the closing of this
transaction is contingent upon approval by the Advisory Committee and Governing Board of the
LAND AUTHORITY, failing which the parties acknowledge that each shall be released of all
further obligations under this Agreement. In the event this transaction has not closed within one
hundred twenty (120) days from the Effective Date, then either party may terminate this
Agreement at any time thereafter by providing written notice, in which case the parties
acknowledge that each shall be released of all further obligations under this Agreement.
IN WITNESS WHEREOF, the Seller(s) have hereunto signed their names and affixed their respective
seals on the day first above written and therefore the Seller(s) for and in consideration of the Ten
Dollars ($10.00) hereinabove acknowledge as received, have and do hereby grant unto the LAND
AUTHORITY or its authorized representative, or any other office or agent of the LAND AUTHORITY
authorized to purchase said lands, the option and right to enter into this Agreement for Purchase
within sixty (60) days from the execution thereof by the Seller(s).
Seller/ Hernandez Investment Group, Inc.
By: Omar A. Hernandez, President
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Signature Date Phone Number
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The MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, acting by and through its
EXECUTIVE DIRECTOR in accordance with Resolution 03-2016, has executed this Agreement on
behalf of the MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY this day of
12022.
MONROE COUNTY COMPREHENSIVE
PLAN LAND AUTHORITY
(Seal)
Christine Hurley, Executive Director
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