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Home My WebLink AboutResolution_48-02/03_09/18/2003• RESOLUTION NO. 48-02/03 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, APPROVING A CONTRACT FOR THE SALE OF THE PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EA5T, PALM BEACH COUNTY, FLORIDA (TEQUESTA VILLAGE CENTER PARCEL), WITH LOUIS FEIBEL, TRUSTEE, HIGH BIDDER, IN THE AMOUNT OF $520,000.00, AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE CONTRACT, PROVIDING AN EFFECTIVE DATE. • NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1: Award of the sale of Village Property-Parcel 1, according to the Plat of Tequesta Village Center as recorded in Plat Book 91, page 162-163, Public Records of Palm Beach County, Florida-to Tequesta Corporate Center, Louis Feibel, Trustee, in the amount of $520,000.00. The contract for sale and purchase is attached hereto as "Exhibit A" and incorporated by reference as part of this Resolution is hereby approved, and the Village Manager is authorized to execute the contract on behalf of the Village of Tequesta. THE FOREGOING RESOLUTION WAS OFFERED by ! i~ !~c/~' ~~ who moved its adoption. The motion was seconded by y N ~ y c~ ~ v~u..i L. ,and upon being put to vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION The Mayor thereupon declared the Resolution duly passed and adopted this 18th day of September, A.D. 2003. Mayor Edward D. Resnik • ATTEST: Villag Clerk Buyer/Seller A. Settterrlent Statement Settlement Statement B. Type of Loan 'FHA ]; 2. FmHA ]J 3. Conv. Unins. ]~ 4. V.A. ]~ 5. Conv. Ins. 6. File Number I 7. Loan Number 13153.69 ID: C. NOTE: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked "(p.o.c.)" were paid outside the closing; they are shown here for informational purposes and are not included in the totals. D. NAME OF BUYER: Address of Buyer: E. NAME OF SELLER: Address of Seller: F. NAME OF LENDER: Address of Lender: G. PROPERTY LOCATION H. SETTLEMENT AGENT: Place of Settlement: I. SETTLEMENT DATE: Louis Feibel, Trustee Village of Tequesta, a Florida municipal corporation and political subdivision of the State of Florida P. O. Box 3273, Tequesta, Florida 33469 TIN: Vacant Lot on Bridge Road, Tequesta, Florida 33469 Jones, Foster, Johnston & Stubbs, P.A. P. O. Box 3475, West Palm Beach, Florida 33402-3475 11/19/03 DISBURSEMENT DATE: 11/19/03 8. Mortg. Ins. Case Num. TIN:59-1292566 Phone: . 101. Contract sales price 520,000.00 . 401. Contract sales price 520,000.00 102. Personal property 402. Personal property 103. Settlement charges to buyer (Line 1400) 10,849.15 403. 104. 404. .City/town taxes 405. 406. City/town taxes ~~ 107. County taxes 407. County taxes 108. Assessments 408. Assessments 109. 409. 110. 410. 111. 411. 112. 412. 120. Gross amount due from bu er: 201. Deposit or earnest money 530,849.15 26,000.00 420. Gross amount due to seller: 501. Excess deposit (see instructions) 520,000.00 202. Principal amount of new loan(s) 502. Settlement charges to seller (line 1400) 256.70 203. Existing loan(s) taken subject to 503. Existing loan(s) taken subject to 204. Principal amount of second mortgage 504. Payoff of first mortgage loan 205. 505. Payoff of second mortgage loan 206. 506. Deposits held by seller 26,000.00 207. Principal amt of mortgage held by seller 507. Principal amt of mortgage held by seller 208. 508. 209. 210. City/town taxes 509. 510. City/town taxes 211. County taxes 511. County taxes 212. Assessments 512. Assessments 213. NPBCI Unit 36-T Debt from 10/01/03 to 11/19/03 537.01 513. NPBCI Unit 36-T Debt from 10/01/03 to 11/19/03 537.01 214. NPBCI Unit 36-T Maint from 10/01/03 to 11/19/03 7.84 514. NPBCI Unit 36-T Maint from 10/01/03 to 11/19/03 7.84 2 515. 516. ~ i i. 517. 218. 518. 219. 519. 220. Total paid by/for buyer: 26,544.85 520. Total reductions in amount due seller: 26,801.55 301. Gross amount due from buyer (line 120) 530,849.15 601. Gross amount due to seller (line 420) 520,000.00 302. Less amount paid lye/fcr the buyer (line 220) (26,544.85) 602. Less total reductions in amount due seller (line 520) (26,801.55) 303. Cash ( ~/J From ]] To )Buyer: 504,304.30 603. Cash ( [~] To ^ From )Seller: 493,198.45 Substitute Form 1099 Seller Statement: The information contained in blocks E, G, H, and I and on line 401 is important tax information and is being furnished to the IRS. If you are required to file a return, a negligence penalty or other sanction will be imposed on you if this item is required to be reported and the IRS determines that it has not been reported. Seller Instructions: If this real estate was your principal residence, file Form 2119, Sale or Exchange of Principal Residence, for any gain, with your tax return; for other transactions, complete the applicable parts of Form 4797, Form 6262 and/or Schedule D (Form 1040). DoubleTimeC~ Buyer/Serer Settlement Statement Page 2 ,~,-.~•~ ;;~,- ~ :-~ ~~r .,~ v. , 700. Total Sales/Brokers Com. based on price $520,000.00 @ % = Paid from Buyer's Paid from Seller's 7 % to Funds at Settlement Funds at Settlement t0 703. Commission aid at settlement 704. to 801. Loan origination fee % to 802. Loan discount % to 803. Appraisal fee to 804. Credit report to 805. Lender's inspection fee to 806. Mortgage insurance application fee to 807. Assumption Fee to 808. to 809. to 810. to 811. to 901. Interest from to /da 902. Mortgage insurance premium for months to 903. Hazard insurance premium for years to 904. Flood insurance premium for years to 905. years to iii - .-.. -. - .- •s - -s 1001. Hazard insurance months @ per month 1 .Mortgage insurance months @ per month City property taxes months @ per month 1004. County property taxes months @ per month 1005. Annual assessments months @ per month 1006. Flood insurance months @ per month 1007. months @ per month 1008. months @ per month 1009. Aggregate accounting adjustment ~~ ..- •~ - - -a 1101. Settlement or closing fee to Jones, Foster, Johnston & Stubbs, P.A. 125.00 1102. Abstract or title search to Attorneys' Title Insurance Fund, Inc. 210.00 1103. Title examination to Jones, Foster, Johnston 8~ Stubbs, P.A. 125.00 1104. Title insurance binder to 1105. Document preparation to 1106. Notary fees to 1107. Attorney's Fees to (includes above item numbers: ) 1108. Title Insurance to Jones, Foster, Johnston 8~ Stubbs, P.A. 2,675.00 (includes above item numbers: ) 1109. Lender's coverage (Premium): 1110. Owner's covers a Premium : $520,000.00 ($2,675.00) 1111. Endorse: 1112. Tequesta Lien Search Fee to Jones, Foster, Johnston & Stubbs, P.A. 5.00 1 to 1201. Recording fees Deed $15.60 Mortgage(s) Releases 15.60 1202. City/county tax/stamps Deed Mortgage(s) 1203. State tax/stamps Deed $3,640.00 Mortgage(s) 3,640.00 1204. Record Affidavit (re: term. of Lease) to Clerk of Circuit Court 15.60 1205. Record Affidavit (re: Repurch. Agr.) to Clerk of Circuit Court 1301. Survey to 236.10 1302. Pest Inspection to 1303. 2003 real estate taxes to Palm .Beach County Tax Collector 4,058.55 1304. to 1305. to 1306. to 1307. to 1308. to 1309. Enter on lines 103 Section J and 502 Section K 10,849.15 256.70 DoubleTime® BUYER/SELLER SETTLEMENT STATEMENT ADDENDUM File Number: 13153.69 I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the Settlement Statement. Buyer(s) Louis Feibel Trustee Seller(s) Village of Tequesta -Edward-Resnick,--Mapar Edward D. Resnik, Mayor (Corporate Seal) Settlement Agent he Settlement Statement which I have prepared is a true and accurate account of this transaction. I have aused or will cause the funds to be disbursed in accordance with this statement. Jones, ter, Johnston & Stubbs, P.A. BY ~ uyt.(, ~ Date [] It- ~~- n7 WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction can include a fine and imprisonment. For details see: Title 18 U.S. Code Section 1001 and Section 1010. IVUy. I6. LUU~ L: ~urlvi uui~t5 ru5l tit uuHlus lulu & 5I uf3~5 NU, 499 P. 2 A.''SBttlem¢nt Statement ocl`lancnl olalnnicrn i B. Type of Loan 0 1. FHA ~ 2. FmHA Q 3. Conv. Unlns. 8- File~N lumber 7. Loan Numb@r 8. Mortg. Ins. Case Num. 4. V_A. Q 5. Conv. Ins. 13153.69 ID: C E: This Corm is furnished to give you a statement of actual s®ttlement costs. Amounts paid to and by the settlement agent ar® shown. Items marked "(p.o.e.)" were paid outside the closing; they are show here for informational purposes and are not Included in the totals. D. NAME OF BUYER: Address of Buyer: E. NAME OF SELLER: Address of Soller. F. NAME OF LENDER: Address of Lender: G. PROPERTY LOCATION H. 56TTL1:MENT AGENT: Place of Settlement; I. SETTLEMENT DATE: Main SVeet Village, Inc., a Florida corpc 6650 West Indiantown Road, Suite 204, Village of Tequesta, a Florida municipal P, 0, Box 3273, Tequesta, Florida 3346 Vacant Lot on Bride Road, Tequesta, I Jones, Foster, Johnston & Stubbs, P.A. P, O. Box 3475, West Palm Beach, FIoI 11/19/03 Florida 33458 Ilion and politioal subdivision of the 5tato of FloNda TIN: 33469 TIN: 59-1292566 33402-3475 Phpne; DISBURSEMENT DATE: 11/19/03 1 101. Contract sales rice 520,0,00.00 i ~ _ 401. Contract sales price ~ 620,000.00 102. Personal property: ~ 402. Personal property 103. Settlement char es to bu er (Line 1400 10.$49.15 403. 104. 404. 105. ~~ ._ _ - ,i ~, 405. 106. Cit /town taxes ~ 406. Cit /town taxes 107 oust taxes ~ 407, Count taxes 1 sessments 408. Assessments 109. 409. 110. ~ 410, 111• ~ 411, 112, ~ 412, 120. Gross amount due from bu er: 11 1 • 201. Deposit or earnest money 53.8 9.15 26 000.00 4z0, Gross amount due to seller: 11 -1 • • • 6 - 501. Exc®ss d®posit (see instructions 520,000.00 202, Principal amount of now loan(s) ~ 502. Sotll®ment char es to seller line 1400 256.70 203. F~cistin loan(s) taken sub'ect to 503. Existln loans taken sub'ed to 204. Principal amount of second Mort a e ~ 504, Pa off of first mort a e loan 205. ~ 505. Pa off of s®cond mort eqe loan 206. 506. Deposits held b seller 26,000.00 207. Principal amt of moR a e held b seller ~ 507. Prinoi al amt of mort a e held byseller 20A. ~ 508. 209, - 1 - • • - - i i ~ 509. { 210, Ci /town taxes ~ ~• 510. City/town taxes 211. Coun taxes 511. Count taxes 212. Assessments ~ 512. Assessments 213. NPBCI Unit 36-T Debt fl'om 10/01/03 to 11/19/03; 5 47.01 513. NPBCI Unit 36-T Debt from 10/01/03 to 11/19/03 537.01 214, NPBCI Unit 36-T Maint from 10/01/03 to 11/19/0: ~ 7.84 514, NPBCI Unit 36-T Maint from 10/01/03 to 11/19/03 7.64 215. 515. 216. , 516. 217. ~ 517. 218 ~ 519. 21 519. 220, Total paid by/for buyer: Ir _ ~ - 301, Gross amount due from buyer (line 120) 26,5 536,6 x4,85 9,15 520. Total reductions In amount due Seller: .11 - - - 601. Gross amount due to s®Ilrsr (link 420) 26,801.55 520,000.00 302, Less amount paid by/for the buyer (line 220) (26;544.85) I 602. Lass total reductions in amount due seller (line 520) (26,801.55) 803, Cash ( ~~ From n To ) @uyer. 504;304.30 603, Cash (^~ To L Frem ) Se!ler: 493,198.45 Substitute Form 1099 Seller Statement: The information contalnod `n blocks E, G, H, and I and Qn line 401 is important tax information and is being furnished to the IRS. If you are requlrod to File a return, a negligence pe;n~lty or other sanction will be Imposed oh you if this item is required to be reported and the IRS determines that it has not ba®n reported. Seller Instructions: if this real estate was your principal residence, file) Form 2119, Sale or Exchange of Principal Residence, for any gain, with your tax return; for other transactions, complete the applicable parts of Form 4797, (Form 6262 and/or Schedule D (Form 10x0). I i i I i I DoubleTime~ Buye_rlSeIIVUV. I tS. LUU~ta L: ~ YIV JUIVtS f•U51 EK JUHN5IUV & 5I U~~S N0. 499 P. 3 Paaez 700. Total Sales/Brokers Com. based on price $520,400.00 I % . Paid from Buyers Paid from Seller's 701, % to ~ Funds at Funds at 702- % to ~ Settlement S®ttlement 703 C i i . ss 6mm on aid at settlement 70 to .I -• 801_ Loan origination f®e % to 802_ Loan discount % to 803. Appraisal fee to SOa, Credit report to 805, lender's inspection fee. to 806, Mortgage insurance application f®s to 507 A ti F . ssump on ee to aos. to ~ sos. to 810. to 811, to i 901. Interest from to ~ /da 902. Mortgage insurance premium for months to j 903. Hazard insurance premium for years to 904. Flood insurance premium for years to 905_ years to , ~ ; 1001. Hazard insurance mory'th~ b @ per month 1002. Mortggage insurance mor~th ~ @ per month 1003. Ciry property taxes mo th rl ~ @ per month 1004. County property taxes motith ~ @, er month 100 ual assessments I month s '@ per month 1006, ood insurance ' montFf 6 per month 1007. i morith ~ per month 1008. ~ moriths @ per month 1009. Aggregate accounting adjustment ~ ~~ - - ~ 1101. Settlement or closing fse to Jones, Fostt;r, Johns~ori 8 Stubbs. P.A. 125.00 1102. Abstract or [Ills search to Attorneys' Till[ Insurance Fund, Inc. 210.00 1103, Tltle examination to Jones, Foster, Johnsforj & Stubbs, P.A. 125,00 ~, 1104. Tlpe insurance binder to 1105. Document preparation to 1106- Notary fses to 1107. Attorney's Fees to ~ I (includes above Item numbers: I ) 1108. Tills Insurance to Jones, Foster, Johnst~on~ & Stubbs. P,A. 2,675.00 (includes above item numbers: ~ 1109. Lender's coverage (Premium): 1110. Owner'S coverage (Premium): $520,000.00 ($2,675.00) 1111. Endorse: 1112. Tequesta Lien Search Fee to Jokes, Foster, Johnston! & Stubbs, P.A. 5.00 1113, to ~ ~~ 1201. Recording fees Deed $15.60 Mortgage(s) I , Releases 15.60 120 ~ /county tax/stamps Deed Mortgage(s) 120 a tax/stamps Deed $3,6.0.00 Mortgage(s) I 3,640.00 1204. Record Affidavit (re: term_ of Lease) to Clerk of Circ uit Court 15.60 1205. Record Aff+davit (re: RepurCh. Agr.) to Clerk of CirLtult Court 236.10 - • 1301_ Survsy to 1302. Pest Ins action to 7303. 2003 real estate taxes tq Palm Beach Count T~xrCollector 4,058.55 1304, __ _ to 1305, to 1306. to 1307. to 1309_ to 1309. ~A - - - .- (Enter on lines 103 Section J and 5 2 Section K ~ ~ 10,849.15 256.70 DoubleTime® .iyuv. I~.lUU~ ~1:jlNl~l JUNt5 FU51EK JUHN~IUN & ~IUBBS N0. 499 P 4 IBIJ~ SETTLEMENT S Pile Number: 13153.69 ~ve carefully reviewed the Settlement Statemen accurate statement of all receipts and ~,disburseme certifythat I have received a copy of the Settlemer RISELLER ~.TEMENT A.DDENDYTIVI d to the best of my knowledge and belief, it is a true and made on my account or by me in this transaction. I further Buyer(s) Malin Stzeet V' Yage, znc. a~ Florida o ~ do BY= , . Jo 1Ff. Zucesrelli„ Ps aidenC C (Corporate Seal) SeZ~er(s) village of TequeSLa By;; Edward Resnik, Mayor (Corporate Seal) SettXei The Settlement Statement which I have prepared is! caused or wi 1-case the funds to be disbursed In a~ Jones, ost r, .7ohnston & Stubbs, P.A. ~. ~!.(r t t~gent 3 and accurate account of this transaction. I have ante with this statement. • I 1MARNING: It is a crim® to knowingly make false state) ents to the United States on this or any other similar form. Penalties upon conviction can include a fine and imprisonment. For details see: Title 18 U.S. Code Section 1001 and Section 1010. J Prepared by and return to: Scott L. McMullen Attorney at Law Jones, Foster, Johnston & Stubbs, P.A. P. O. Box 3475 West Palm Beach, FL 33402-3475 File Number: 13153.69 Will Call No.: 85 Above This Line For Recording Data Special Warranty Deed This Special Warranty Deed made this 19th day of November, 2003 between Village of Tequesta, a Florida municipal corporation and political subdivision of the State of Florida whose post office address is P. O. Box 3273, Tequesta, FL 33469, grantor, and Main Street Village, Inc., a Florida corporation whose post office address is 6650 West Indiantown Road, Suite 200, Jupiter, FL 33458, grantee: (Whenever used herein the terms grantor and grantee include all the parties to this instrument and the heirs, legal representatives, and assigns of individuals, and the successors and assigns of corporations, trusts and trustees) WitneSSeth, that said grantor, for and in consideration of the sum TEN AND NO/100 DOLLARS ($10.00) and other good and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby acknowledged, has granted, bargained, and sold to the said grantee, and grantee's heirs and assigns forever, the following described land, situate, lying and being in Palm Beach County, Florida, to-wit: See Exhibit "A" attached hereto and made a part hereof as if fully set forth herein. Parcel Identification Number: 60-43-40-30-47-001-0000 SUBJECT TO restrictions, reservations, conditions, dedications, limitations and easements of record, and taxes for the current year and all subsequent years. Together with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. To Have and to Hold, the same in fee simple forever. And the grantor hereby covenants with said grantee that the grantor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said land; that the grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through or under grantors. • DoubleTimeo • In Witness Whereof, grantor has hereunto set grantor's hand and seal the day and year first above written. Signed, sealed and delivered in our presence: Village of Tequerrs~~taG1 d~ °~ By: ~o,.b[- ~- N2.duc-ri -Bd~var~-Resnick, Mayer Edward D. Resnik, Mayor (Corporate Seal) • State of Florida County of Palm Beach The foregoing instrument was acknowledged before me this ! day of November, 2003 by Edward Resnick, Mayor of Village of Tequesta, on behalf of the Village. He [_] is personally known to me or L] has produced a driver's license as identification. - c [Notary Seal] Notary Publi~ " Printed Name: ~(~..L ~l ~~~- • Specie! Wnrrnn[~ Deed -Page 2 ~~y~P;;.,,, MARY MILES ~: ,~ I~AY COMMISSION # DD 205997 ~~. EXPIRES: May 4, 2007 o?•' gondedThruNotaryPWlicUnderwrilers My Commission Expires: 1~1lati, r ~~G' DoubleTimeo Ex~1~~r~~ ~, LEGAL DESCR[P'['[ON P~RCCL NU. [ LYING [N SECTION ~0, 'rUV4~NS[-{[[' 40 SOUTI-(, R~NGI: 4~ CAST • A PARCEL OP LAND LYING [N SECT"[ON 30, TOWNS[-I((' 40 SOU"t'I-l, RANGE 43 EAST, Pf~LM QEAC(-I GOUNT~', FLORIDA, BEING MORE; PART[CUi_ARLY DESCR[I3ED AS~ FOLLOWS: COMMENCING A"I' TI{E POINT OF INTERSECTION OF TI-(E CENTERLINE OT _ STATE ROAD NO. S (US HIGHWAY NO. O W[TH T[~ SOUTH LINE OE SECTION 30, T'OV~'NSHIP 40 SOUTH, RANGE 43 EAST; THENCE NORT[-{ 03°S4'SS" EAST {BASIS OF QEARINGS), ALONG THC SAID CENTERLINE,'A DISTANCE OP G9S.SS PEEP 'CO A POINT ON THE EASTERLY EXTENSION OF THE NORTE-( RIG[-IT-OF-WAY LINE OP BRIDGE ROAD (PER DEED [300K I [66, PAGE SS2 OF THE PU(3L(C RECORDS OF PALM [3EACH COUNTY, FLORIDA); THENCE SOUTH 89°46'SS" WEST, ALONG SAID EASTERLY EX~["ENS[ON AND SAID NORT[-I RIGHT-OP-WAY LINE, A DISTANCE OF 673.37 FEET TO-THE POINT OF IiEGINN(NCR; THENCE CONTINUE SOUTEI 89°46'SS" WEST, ALONG SAID NORTH RIGHT-OP-WAY LINE, ADISTANCE-OF 203.2 [ FEET; THENCE NOP.TH 00° [3`OS" NEST, A D[SfiANCE OF 224_S7 FEET; THENCE NORTH 89°46'SS" EAST", A DISTANCE OP 263.52 FEET; T(-IENCE SOUTH [8°43'(3" WEST, A DISTANCE OF 87.(0 PEEZ'TO T(tE [3EG(NN[NG 01: A CURVE, [3E[NG CONCAVE TO 1'HE EAST AND HAVING A RADIUS OF i30 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE TI-[ROUG[i A CENT[tAL ANGLE OF (8°S6' [ 8", FOR AN ARC LGtiGTH OF 42.97 FELT; CI{ENCE SOUTH 0°l3`OS" EAST, A DISTANCE Or 74.99 FEET; THENCE SOUT[i 44°46`SS" WEST, A DISTANCE OF 3S_36 PELT TO T[{E POI'~iT OF BEG(NN[NG_ Parcel Control Number: 60-43-40-30-47-001-0000 ~, Parcel Identification Number (If Parcel ID not available please call County Property Appraiser's Office) -> FLORIDA DEPARTMENT OF REVENUE RETURN FOR TRANSFERS OF INTEREST IN REAL PROPERTY PHOTOCOPIES OF THIS FORM NOT ACCEPTABLE Closing Agent Name: Jones, Foster, Johnston & Stubbs, P.A. Closing File: 13153.69 60-43-40-30-47-001-0000 Transaction a split 2. Mark (x) all Multi-parcel or cutout from that apply transaction? -' another parcel? -> 3. Grantor (Seller): Village of Tequesta P. O. Box 3273 Tequesta FL 33469 4. Grantee (Buyer): Main Street Village, Inc. Property was improved with building(s) at time of sale/transfer? -> DR-219 R. 07/98 FUND10040699 r 6650 West Indiantown Road Jupiter FL 33458 5. Date of Sale/Transfer Sale/Transfer Price 11 / 19 / 2003 ~ 520000 00 L I 60 County Code n ocat d (County Codes on Reverse) Month Day Year (Round to the nearest dollar.) 7. Are any mortgages on the property? If "Yes", Contract/Agreement YES ~ X NO 6. Type of Document Other for Deed outstanding mortgage balance: X Warranty Quit Claim (Round to the nearest dollar.) ~ 00 Deed Deed were there unusual circumstances or conditions to the sale/transfer To the best of your knowledge g, , such as: Forced sale by court order? Foreclosure pending? Distress Sale? Title defects? Corrective Deed? Mineral rights? YES ~ X NO Sale of a partial or undivided interest? Related to seller by blood or marriage. Was the sale/transfer financed? YES ~ X NO If "Yes", please indicate type or types of financing: Conventional Seller Provided Agreement or Other Contract for Deed Institutional/ 10. Property Type: Residential Commercial Industrial Agricultural Miscellaneous Government Vacant Acreage Timeshare Mark (x) all X X that apply Cents 11. To the best of your knowledge, was personal property YES ~ X NO ~ 0 0 0 included in the sale/transfer? If "Yes", please state the amount attributable to the personal property. (Round to the nearest dollar.) 12. Amount of Documentary Stamp Tax , ~ 3 6 4 0 0 0 13. If no tax is due in number 12, is deed exempt from Documentary Stamp Tax under s.201.02(6), Florida Statutes? YES ~ X NO Under penalties of perjury, I declare that I have read th for going return and that the facts stated in it are true. If prepared by someone other Lthan the taxpayer, his/her declaration is based on all in ation of which h /her has any knowledge. //mil i ~ ~ Q D Signature of Grantor or Grantee or Agent ' ~~ ~ Date WARNING: FAILURE TO FILE THIS RETURN ORAL RNATIVE FORM APPROVED BY THE DEPARTMENT OF REVENUE SHALL RESULT IN A PENALTY OF $25.00 IN ADDITION TO n~iv nTUCO oc~lnl rv Ir,noncFn RV TNF RF\/FIJI IF 1 AW nF FI nRInA (To be completed by the Clerk of the Circuit Court's Office) Clerk's Date Stamp O. R. Book and Page Number and File Number Date Recorded ~ ~ Month Day Year n _..LI_T:....../1 NOTE: Two copies are required. 1, Parcel Identification Number (If Parcel ID not available please call County Property Appraiser's Office) -> FLORIDA DEPARTMENT OF REVENUE RETURN FOR TRANSFERS OF INTEREST IN REAL PROPERTY PHOTOCOPIES OF THIS FORM NOT ACCEPTABLE Closing Agent Name: Jones, Foster, Johnston 8~ Stubbs; P.A. Closing File: 13153.ti9 60-43-40-30-47-001-0000 Transaction a split 2, Mark (x) all Multi-parcel or cutout from that apply transaction? -' another parcel? -' 3. Grantor (Seller): Village of Tequesta P. 0. Box 3273 Tequesta FL 4. Grantee (Buyer): Main Street Village, Inc. 33469 Property was improved with building(s) at time of sale/transfer? -> DR-219 R. 07/98 FUND10040699 r 6650 West Indiantown Road Jupiter FL 33458 5. Date of Sale/Transfer Sale/Transfer Price 11 / 19 ~ 2003 ~ 520000 00 Locat dln 60 County Code (County Codes on Reverse) Month Day Year (Round to the nearest dollar.) ~• Are any mortgages on the property? If "Yes", Contract/Agreement YES ~ X NO 6. Type of Document Other for Deed outstanding mortgage balance: X Warranty Quit Claim (Round to the nearest dollar.) ~ 0 0 Deed Deed were there unusual circumstances or conditions to the sale/transfer To the best of your knowledge g, , such as: Forced sale by court order? Foreclosure pending? Distress Sale? Title defects? Corrective Deed? Mineral rights? YES ~ X NO Sale of a partial or undivided interest? Related to seller by blood or marriage. s of financin : t i t " " g ype ype or cate , please ind Yes Was the sale/transfer financed? YES ~ X NO If Conventional Seller Provided Agreement or Other Contract for Deed Institutional/ 10. Property Type: Residential Commercial Industrial Agricultural Miscellaneous Government Vacant Acreage Timeshare Mark (x) all X X that apply Cents 11 • To the best of your knowledge, was personal property YES ~ X NO ~ 00 included in the sale/transfer? If "Yes", please state the 0 amount attributable to the personal property. (Round to the nearest dollar.) 12. Amount of Documentary Stamp Tax , ~ 3 64 0 0 0 13. If no tax is due in number 12, is deed exemp# from Documentary Stamp Tax under s.201.02(6), Florida Statutes? YES ~ X NO Under penalties of perjury, I deGare that I have read th o going return and that the facts stated in it are true. If prepared by someone other Lthan the taxpayer, his/her declaration is based on all inf ma~~tilIo~~n~~of~h he/her has any knowledge. / 4 Signature of Grantor or Grantee or Agent "'""~1 C Date ~• ~ • -~D WARNING: FAILURE TO FILE THIS RETURN OR TERNATIVE FORM APPROVED BY THE DEPARTMENT OF REVENUE SHALL RESULT IN A PENALTY OF 525.00 IN ADDITION TO ...v nru~o o~.ini rv ~n~oneCn nv TUC oC~iCUi iC I o\~l r1F FI (1R If1G (To be completed by the Clerk of the Circuit Court's Office) Clerk's Date Stamp O. R. Book and Page Number and File Number , Date Recorded / ~ Month Day Year NOTE: Two copies are required. Closing Affidavit • (Seller) Before me, the undersigned authority, personally appeared the undersigned ("Affiant"), who being by me first duly sworn, on oath, depose(s) and say(s) that: 1. Village of Tequesta, a Florida municipal corporation and political subdivision of the State of Florida ("Seller"), is the owner of and is selling the following described property to Main Street Village, Inc., a Florida corporation ("Buyer"), to wit: See Exhibit "A" attached hereto and made a part hereof as if fully set forth herein. 2. The above described property is free and clear of all liens, taxes, encumbrances and claims of every kind, nature and description of record whatsoever, except for mortgage or mortgages, if any, described in the Deed and except for real estate and personal property taxes for the year 2003, which are not yet due and payable. 3. There have been no improvements, alterations, or repairs since acquisition by the Seller to the above described property for which the costs thereof remain unpaid, that there are no claims for labor or material furnished for repairing or improving the same, which remain unpaid since the acquisition by Seller, and that there are no mechanic's, materialmen's, or laborer's liens since acquisition by Seller against the above described property. 4. There have been no documents recorded in the Public Records of Palm Beach County, Florida subsequent to September 29, 2003 at 11:00 p.m., which affect title to the Property and Seller has not entered into any contracts for the sale, disposition or leasing of the Property since said date except as may have been disclosed to Jones, Foster, Johnston & Stubbs, P.A. in writing, and Seller has no knowledge of any matter affecting title to the Property. • 5. The personal property contained in the building on said property, or on the said premises, and which, if any, is being sold free and clear of all liens, encumbrances, claims and demands whatsoever. The Seller knows of no violations of Municipal or County Ordinances pertaining to the above described property. No judgment or decree has been entered in any court in this State or the United States against said Seller which remains unsatisfied. There are no persons other than Seller in possession of the above described property. 6. Seller agrees that in the event the current real estate or personal property taxes vary in amount from the figures used in making the prorations used in closing the transfer and conveyance of the above described property to said buyers, then a new proration and a correct and proper adjustment will be made upon demand. 7. There are no matters pending against the Seller that could give rise to a lien that would attach to the property between the effective date of commitment and the recording of the interest to be insured. Seller has not and will not execute any instruments that would adversely affect the interest to be insured. 8. Seller's title to, and possession and enjoyment of, the property have been open, notorious, peaceable and undisturbed, and have never been disputed nor questioned. 9. There are no disputes concerning the boundary lines of the property, and the operation of any buildings on said property has been in compliance with the applicable building codes, ordinances and statutes. 10. Affiant has received no notice of any public hearing regarding assessment for improvements or changes in applicable zoning laws concerning said property within the past ninety (90) days. 11. There are no actions or proceedings now pending in any State or Federal Court to which the Seller is a party, including but not limited to, proceedings in bankruptcy, receivership or insolvency, nor are there any judgments, banla~uptcies, liens or executions of any nature which constitute or could constitute a charge or lien upon said property. • 12. There are no unrecorded easements, claims of easement or rights-of--way affecting all or any portion of the property. DoubleTime® File Number: 13153.69 a. Seller is not a nonresident alien individual, foreign corporation, foreigli partnership, foreign trust of foreign estate for purposes of United States federal income taxation. b. Seller's U.S. Taxpayer Identification Number is '~o -- ~ 3 - t 13'~ 5q S~lc c. Seller's address is: P. O. Box 3273, Tequesta, FL 33469. d. No other persons or entities have an ownership interest in the above described property. Seller understands the Buyer of the described property intends to rely on the foregoing representations in connection with the United States Foreign Investment in Real Property Tax Act. (FIRPTA). Seller understands this certification may be disclosed to the Internal Revenue Service by the Buyer and that any false statements contained in this certification may be punished by fine, imprisonment or both. Seller has the authority to sign this affidavit as either individual Seller or on behalf of an entity Seller. Under penalties of perjury, Seller states that this declaration was carefully read and is true and correct. 14. This affidavit is given for the purpose of clearing any possible question or objection to the title to the above referenced property and, for the purpose of inducing Jones, Foster, Johnston & Stubbs, P.A. and Attorneys' Title Insurance Fund, Inc. to issue title insurance on the subject property, with the knowledge that said title companies are relying upon the statements set forth herein. Seller hereby holds Jones, Foster, Johnston & Stubbs, P.A. and Attorneys' Title Insurance Fund, Inc. harmless and fully indemnifies same (including but not limited to attorneys' fees, whether suit be brought or not, and at trial and all appellate levels, and court costs and other litigation expenses) with respect to the matters set forth herein. "Affiant", "Seller" and "Buyer" include singular or plural as context so requires or admits. Seller further states that he/she is familiar with the nature of an oath and with the penalties as provided by the laws of the United States and the State of Florida for falsely swearing to statements made in an instrument of this nature. Seller further certifies that he/she has read, or heard read, the full facts of this Affidavit and understands its context. • Under penalties of perjury, I declare that I have read the foregoing Affidavit and that the facts stated in it are true. Village of Tequesta By: X9-8-- ~'~ ~sdivar~Rgsn~ck; Mayer Edward D. Resnik, Mayor (Corporate Seal) State of Florida County of Palm Beach r P~ The foregoing instrument was sworn to and subscribed before me t ~ t ~ day of November, 2003 by Edward Resnick, Mayor of Village of Tequesta, on behalf of the Village. He is personally known to me or L] has produced a driver's license as identification. \ [Notary Seal] 4~r I P ~~' y~ «= MY COMMIS~SIONI #EDD 205997 ~,:Q EXPIflES: May 4, 2Q07 • ''Fip ~ ~;••` Bonded Thru Notary Public Urdenvriters Closing A~davit (SelZerJ -Page 2 File Number: 13153.69 ~~ otary Public. 1 /~ Printed Name: ~ ~ `~ ~'~ ~"~~"'~° r My Commission Expires: ~ ~l i/l,1 ~ i ~ ~ S DoubleTime® ~. EXItIbIT'~- " I'A[ZCCL NU. [ LYtt~{G [N SLCT{ON 30, 'rOWNSt~{[[' 40 SOUT(-[, RANG[: 4~ CAST A PARCL:L OF LAND LYING (N SECTION 30, TOWNS[-([[' 40 SOU"['(-(, RANGE 43 EAST, PALM flEACi-( COUNTY, FLORIDA, BEING MORE PARTiCUi_ARLY DESCR[BCD AS~ FOLLOWS: • COMMENCING A'1_ THE POINT OF ENTERSECT(ON OC' T(~C CENTE(ZL[NE Oi: STATE ROAD NO. S (US HIGHWAY NO. 1) W[TH THE SOUTH LINE OF SECTION 30, TOV~'NSH[P 40 SOUTH, RANGE 43 EAST; THENCE NORTEi 03°S4'SS" EAST (BASIS OF BEARINGS), ALONG T[-IC SALD CENTERLINE,'A DISTANCE OF G9S.SS FEET "['O A POINT ON T(~E EASTERLY EXTENSION OF THE NORTI-I RIGHT-OF-WAY L[NE OF BRIDGE ROAD {PER DEED BOOK [ 166, PAGE SS2 OF T[-lE PUBLIC RECORDS OF PALM BEAC[~ COUNTY, FLORIDA); THENCE SOUTH 89°4b'SS" WEST, ALONG SAID EASTERLY EX1'ENS[ON AND SAID NOR7~[~ RIGHT-OF-WAY L[NE, A DISTANCE OF 673.37 FEET TO-THE POINT OF l3EGINNINC~; THENCE CONTINUE SOUTH 89°4b'SS" WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF ?03.21 FEET; THENCE NOP,TH 00°[3`OS" WEST, A D[SfiANCE OF 224.57 FEET; THENCE NORTH 89°46'SS" EAST, A DISTANCE OF 263.52 FEET; THENCE SOUTH 18°43'13" WEST, A DISTANCE OF 87. [ 0 FEES' TO TIDE [3EGINN[NG OF A CURVE, BEENG CONCAVE TO THE EAST AND HAVING A RADIUS OF 130 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18°Sb'18", FOR AN ARC LL•tiGTH OF 42.97 FELT; T[{ENCE SOUTH 0°[3'OS" EAST, A DISTANCE OF 74.99 FCET; THENCE SOUTEI 44°46'SS" WEST, A DISTANCE OF 35.36 FELT TO T[-{L- f'O['~iT OF QEG[NN[NG_ • Parcel Control Number: 60-43-40-30-47-001-0000 Non-Foreign Certification By Entity Transferor (Seller's FIRPTA Affidavit) Transferor. Village of Tequesta, a Florida municipal corporation and political subdivision of the State of Florida Transferee: Main Street Village, Inc., a Florida rnrporataon Property: Vacant Lot on Bridge Road, Tequesta, FL 33469 Closing Date: November 19, 2Q03 Before me, the undersigned authority, personally appeared the person(s) named below who, after being duly sworn, stated as follows: 1. This certificate is to inform the transferee that withholding Federal Income Tax is not required, upon the sale of the following described rcal property: See Eahibit "A" attached hereto and made a part hereof as if fully set forth herein. 2. The undersigned Transferor certifies and declares as follows: a. Village of Tequesta, a Florida manidpal corporation and political subdivision of ttre State of Florida is not a foreign corporation, partnership, trust or estate for proposes of United States income taxation, and is not subject to the tax withholding requirements of Section 1445 of the Internal Revenue Code of 1954, as amended. b. Transferors U. S. taxpayer identification number is: Village of Tequesta (~ 3 -) i 13' ~ 5 `~ -" 5 ~ C- c. Transferor's off ce address is: • P. O. Boa 3273, Tequesfa, FL 33469 d No other persons or entities have an ownership interest in the above described property. 3. The undersigned hereby further certifies and declares: a. I understand the purchaser of the described property intends to rely on the foregoing representations in connection with the United States Foreign Investment in Real Property Tax Act. (FTRPTA). b. I understand this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statements contained in this certification maybe punished by fine, imprisonment or both c. I have the authority to sign this document on behalf of Transferor. Under penalties of perjury, I state that this declaration was carefully read and is true and correct. Village of Tequesta By ~ d Resnil~ yor (Corporate Seal) State of Florida County of Palm Beach The foregoing instrument was sworn to and subscribed befo me this ! day of November, 2003 by Edward Resnik, Mayor of Village of Tequesta, on behalf of the Village. He [~ personally known to me or [, has produced a driver's license as identification. INKY Seal] ~ti~,pY ~P ~~~i ;~.,..v~ MARY MILES MY COMMISSION # DD 205997 *. ,~ ~~ ,, EXPIRES: May 4, 2007 •'~;, of k~~`~ Bonded Thru Notary Pu61ic Underwriters L~ Notary Public Printed Name: ~• + (,UiU ~ ( ~ S My Commission Expires: ~ ~~ G • • Non-F ign Cerhfimtion by Bntily 7Ymosferar -Page 2 .~ ~~ E,~y1blT'%~- " LEGAL DESCRIP"['(ON ['ARCEL NU. [ LYING IN SEC1~[ON .i0, TOV~~NS[-{[[' 40 SOUTI-{, RANGE 4~ EAS1~ A PARCEL OF LAND LYING W SECTION 30, T'OWNS[-{IP 40 SOCJ"['I-I, RANGE 43 EAST, Pf~LM BEAC(-[ COUNTY, FLORIDA, BEING MORE PARTICUi,ARLY DESCRIBED AS-FOLLOWS: COMMENCING A'[~ THE POINT Or INTERSECTION OF TI{E CENTERLINE OF ~- STATE ROAD NO. S (US HIGHWAY NO. I) W[TH TE-[E SOUTH LINE OF SECTION 30, TOV~'NSHIP 40 SOUTH, RANGE 43 EAST; THENCE NORTH 03°S4'SS" EAST (BASIS OF BEARINGS), ALONG THC SALD CENTL:RL(NE,'A DISTANCE OF G9S.SS FEET "f0 A POINT ON THE EASTERLY EXTENSION OF THE NORTI-I RIGHT-OF-WAY L[NE OF BRIDGE ROAD (PER DEED I300K i IGG, PAGE SS2 OF Ti~E PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA); THENCE SOUTH 89°4G'SS" WEST, ALONG SAID EASTERLY EXTENSION AND SAID NORT(-I RIGHT-OF-WAY LINE, A DISTANCE OC' 673.37 FEET TO-THE POINT OF BEG[NN(N(~; THENCE CONTINUE SOUTH 89°4G`SS" WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE~OF 2032[ FEET; THENCE NOP.TH 00° l3'OS" WEST, A D(SfiANCE OF 224.57 FEET; THENCE NORTH 89°4G'SS" EAST, A DISTANCE OF 2G3.S2 f EET; THENCC SOUTH l8°43'13" WES"C, A DISTANCE OF 87. i0 FECT' TO T(-[E (3EGINN[NG OI: A CURVE, BEING CONCAVE TO 1'HE EAST AND HAVING A RADIUS OF [30 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLC OE l8°S6' l8", FOR AN ARC LEtiGTH OF 42.97 FELT; T(~ENCE SOUTH 0°[3'OS" EAST', A DISTANCE OF 74.99 FC.ET; THENCE SOUTH 44°4G'SS" WEST, A DISTANCE OF 3S-3C~ FEET TO T(-IE POItiT OF I3EG(NNING_ Parcel Control Number: 60-43-40-30-47-001-0000 • This instrument prepared by and return to: John C. Randolph, Esquire JONES, FOSTER, JOHNSTON 8c STUBBS, P.A. P.O. Box 3475 West Palm Beach, Florida 33402-3475 WILL CALL #85 AFFIDAVIT STATE OF FLORIDA COUNTY OF PALM BEACH BEFORE ME, the undersigned authority, personally appeared EDWARD RESNIK, ("Affiant") who, being duly sworn, deposes and says: 1. Affiant is the Mayor of Vllage of Tequesta, a Florida municipal corporation and political subdivision of the State of Florida ("Tequesta"). 2. Tequesta entered into a Lease with JMZ Tequesta Properties, Inc., a Florida corporation on March 16, 1999, evidenced by that certain Memorandum of Lease recorded March 17,1999 in Official Record Book 10992, Page 67; and as re- recorded on May 5, 1999 in Official Record Book 11090, Page 553, of the Public Records of Palm Beach County, Florida (collectively, the "Lease"). 3. The Lease terminates on the date the Demolition of the Building (as that term is defined in Section 1.2 of the Lease) has been completed. 4. The Demolition of the Building was completed on or about December 4, 2001 and the Lease is terminated. 5. Affiant further says that he makes this affidavit for the purpose and in order to induce Main Street Village, Inc., a Florida corporation, to purchase the property more particularly described in Exhibit "A" attached hereto and made a part hereof and further to induce Attorneys' Title Insurance Fund, Inc. to issue an owner's title insurance policy in the amount of $520,000.00 and that he will indemnify and hold same harmless far the losses, claims, or damages which may result to them through or by reason of the above referred to judgments and proceedings descn~bed hereinabove. FURTHER AFFIANT SAYETH NAUGHT. • Edward Resnik .] • STATE OF FLORIDA COUNTY OF PALM BEACH Sworn to and su before me thisl_/day of November, 2003, by EDWARD RESNIK, who is personally known to me or who [_~ produced as identification. ..ry,~; MARY MILES , ¢ ,,. ,r_ MY COMMISSIQPd # DD 205997 ~• a EXPIRES: fihay 4, 2007 a 1'fi,',gF ~d:'~ Bonded Thru Neczrv PuNic UMerwrilers Ci~/~4~ Notary Pu 'c My Commission Expires: ~ ~ ~~ ~ Commission No.: ~ ~ 2b ~ ~ `'~ N:~SLM\13153-69~Affidavit-Term of Mem of Lease.doc • EXltie~T';g- ~, LLGA[. DCSCR[f'"C(ON ('A[tCCL NU. LYING IN SL-'C~'(ON 30, 'rUV~'NS[-{I[' 40 SOUTI-{, RANGE 43 CAST A PARCEL OF LAND LYING [N SECTION 30, TOWNS[-I[P 40 SOU"f (-[, RANGE 43 EAST, PALM I3EAC(~ COUNT', FLORIDA, l3E(NG MORE PA(ZT(CU1_ARLY DESCRl13ED AS-FOLLOWS: COMMENCING A'[~ THE POINT OF iNTERSECT[ON OF TI-{E CENTERLINE OF STATE ROAD NO. S (US HIGHWAY NO. O WITH THE SOUTH L[NE OE SECTION 30, TOWi•ISHIP 40 SOUTH, RANGE 43 EAST; THENCE NORTI~ 03°S4'SS" EAST (BASIS OF I3EAR[NGS), ALONG T[-IC SAID CENTERL[NE,'A U(STANCE OF G9S.S5 FEE1' "CO A POINT ON THC EASTERLY EXTENSION OF THE NORTI-I RIGHT-OF-WAY UNE OF BRIDGE ROAD (PER DEED QOOK [ 1GG, PAGE SS2 OFT[-[E PU[3L[C RECORDS OF PALM 13EAC[~ COUNTY, FLOR(DAj; THENCE SOUTH 89°4G'SS" WEST, ALONG SAID EASTERLY EXTENSION AND SAID NORT[-[ RIGHT-OF-WAY LINE, A DISTANCE OF 673.37 FEET TO THE POINT OF I3EG[NN[N(~; THENCE CONTINUE SOUTE{ 89°4G'SS" WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE-OF 203.21 FEET; THENCE NOP,TH 00°(3'OS" WEST, A D[S~'ANCE OF 224.57 FEET; THENCE NORTH 89°4G'SS" EAST, A DISTANCE OF 2G3.S2 FEET; TI-IENGE SOUTH 18°43'13" WES"C, A DISTANCE OF 87. [0 FEES' TO T(iE IIEGINN[NG 01: A CURVE, [3E(NG CONCAVE TO '[~HE EAST AND HAVING A RADIUS OF [30 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF l8°SG'18", FOR AN ARC LCtiGTH OF 42.97 FELT; T[-{ENCE SOUTH 0°13'OS" EAST, A DISTANCE OF 74.99 FEET; THENCE SOUTH 44°4G'SS" WEST, A DISTANCE OF 3S-3G FELT TO TI-iL- PO1'~iT OF BEGINN(NG_ CJ b • This instrument prepared by WILL CALL #85 and return to: Scott L. McMullen, Esquire JONES, FOSTER, JOHNSTON &STUBBS, P.A. P.O. Box 3475 West Palm Beach, Florida 33402-3475 AFFIDAVIT STATE OF FLORIDA COUNTY OF PALM BEACH BEFORE ME, the undersigned authority, personally appeared SCOTT G. HAWKINS on behalf of JONES, FOSTER, JOHNSTON &STUBBS, P.A., ("JFJS") who, being duly sworn, deposes and says: 1. JFJS is the attorney for the Village of Tequesta, a Fl~jrida municipal corporation and political subdivision of the State ol? Florida ("Tequesta"). 2. Tequesta entered into a Repurchase Agreement, executed February 1, 1999, with JMZ Tequesta Properties, Inc., a Florida corporation ("JMZ"). • 3. On October 31, 2001, JMZ filed a suit for specific performance against Tequesta, which suit sought to enforce the terms of the Repurchase Agreement. A copy of said complaint is attached hereto, which complaint includes a copy of the Repurchase Agreement. 4. In response to said claim for specific performance, on June 19, 2002, Tequesta filed a Motion for Final Summary Judgment, a copy of said motion being attached hereto. 5. On October 2, 2002, the Court entered a Final Summary Judgment granfing Tequesta's Motion for Final Summary Judgment and on December 3, 2002, the Court entered a Final Judgment in favor of Tequesta. A copy of the Final Summary Judgment and a certified copy of the Final Judgment are attached hereto. 6. The time for appeal of the Final Judgment has expired. 7. JFJS states that this affidavit is for the purpose and in order to induce Main Street Village, Inc., a Florida corporation, to purchase the property more particularly described in Exhibit "A" attached hereto and made a part hereof and further to induce Attorneys' Title Insurance Fund, Inc. to issue an owner's title insurance policy in the amount of $520,000.00 and that they will indemnify and hold same • harmless for the losses, claims, or damages which may result to them through or by reason of the above referred to judgments and proceedings described hereinabove. • FURTHER AFFIANT SAYETH NAUGHT. JONES, FOSTER, JOHNSTON & STUBBS, P.A. B ~ ~~ fr y' i SCOTT G. HAWKINS STATE OF FLORIDA COUNTY OF PALM BEACH l~' Sworn to and subscribed before me this~~day of 'r ~~~3, by SCOTT HAWKINS on behalf of JONES, FOSTER, JOHNSTON & STUBBS, P.A., who is [_] personally known to me or who [~ produced identification. .-~-- ~ ~ w -ti ~-- _2oi"ar •P~~~s SCO1t MCMU~~@FI (Seal) N~ ~:._ MvcornMissioN# ccv1zl33 ocwl~S Notary Publ~ - ~o= r~F~n >>, zooa M Commission Ex fires: '~~~oF~Q~`~ BONDEDTHRUTROYFAININSURgNC~,INC, y p Commission No.: • N:\SLM\13153-69\Affidavit Summary Judgment Appeal.doc as • NOV-0.1-01 06:07. FROM: VILLAGE OF TE~UESTA ID: 5615756203 PAGE 2 • JMZ 'TEQUES'I'A PROPERTIES, INC., a Florida corporation, IN THE CIRCUIT COURT OF THE gIFTEEN'I'H JUDICIAI. CIRCUIT, IN AND FOR PALM BEACFI COUNTY, FLORIDA. CASENO.:~ ~~1~~~~~ 1 Plaiadff, v. VILLAGE OF TEQUESTA, a Florida municipal corporation and political sub-division of the State of Florida, CL.~;-ter ~~~ i%`~cGV~.~ ~::.:..,._.., G+~cul-r c+ nt. n~v+su:+~~ Defendant. OCT 3 1 2~u1 Cp~Y ~ M=GR N~ING R~CtiV~ ~.Q~I Plaintiff, JMZ TEQUES'X'A PROPERTIES, INC., sues the Defendant, VILLAGE OF • TEQUESTA, and alleges: ~T1 1_ This is an action For specific performance for real property of a value in excega of FIfteEn Thousand ($X5,000.00) Dollars situate in Palm Beach County, Florida. 2. At all tunes material hereto the Plaintiff, JMZ TEQUESTA PROPERTIES, INC., (hereinafter "JMZ") was and is a Florida corporation with its principal place of business located rn Tequesta, Palm Beach County, Florida. 3. At all rimes material hereto the Defendant, VILLA(CE OT TEQUESTA, (hereinafter "VOT") was and is a municipal corporation organized, existing and operating under the laws of the State of Florida and is a political sub-division of the State of Florida with • its principal office located in Tequesta, Palm Beach County, Florida. 4. On or about February 1, 1999, the parties entered into a transaction governed by a series of written agreements relating to the sale and purchase, leasing and re-purchase of NOV-01 -01 06 = 06 FROM : VILLAGE' OF TEGIUESTA 1 U = bb L b / bb'L¢rJ ^~+~ •+ JMZ v. VILLAGE OP TEQUESTA CASE NO.: a certain piece of real property situate in Tequesta, Palm Beach County, Florida. Those Agreements are copied and attached hereto as Exhibit "A" (Purchase and Sale Agreement); "~B" (Agreement' ;and "C" (Re-Purchase Agreement). 5. The property itself and the geAeral layout of the various parcels comprising the property are depicted in Exhibit "D" hereto. 6. Thie transaction dealt with the VOT's public necessity to acquire land and construct a village hall or other munieipal,.civie or cultural facility, as well as acquiring a public roadway. The parties entered into the above-referenced series of agreements, setting forth the . boundaries and purchase price for the public roadway and municipal site as a means to avoid the tune and expense of an action to condemn the parcels, which VOT desired to acquire. V OT has the power of eminent domain. 7. The parties closed on the transaction on March 16, X999. VOT acquired Parccl No. 1, the road right-of-way, a lease of the land under the buildit.~ on Parcel No. 3 and ownership of the building. The building extended all the way across the property and is generally depicted on Exhibit "n" as the hash mark strip. The VOT demoli~ched the portion of the building on Parcel No. 3 and on the road right of way. It has yet to demolish the remaining portion of the building on parcel number 1, yet it contemplates doing so in the immediate future. 8. , It was necessary for the VOT to lease --• temporarily --- the land undRC the building on Parcel No. 3, as Parcel No. 3 was owned by ]MZ and tenants still occupied the 2 NOV-01-01 06=06 FROM= VILLAGE OF TEQUESTA ID= 5615756203 PAC;lr v_ s x MZ v. VILLAGE OE TEQUESTA 1 CASE NO.: building. JMZ agreed to manage the building and collect the rents for. VOT until the building was demolished. g. hn August of 1999, VOT notified JMZ that VOT wanted to swap Parcel No. 1 for Parcel No. 2, as contemplated by the agreement (Exhibit `B" hereto), but would never advise JMZ what was to be built or when construction would commence or he expected to be completed. X0. The VOT had already resolved to build its municipal center on Parcel No. 2, but then reneged on that resolution and opted to submit it to a referendum --- not scheduled until • December of 2001. 1.1. As the construction of the municipal project would impact on JMZ's right to re- purchase Parcel No. I, it would not consent to the swap absent confirnaation from VOT as to what was to be built there and when. 12. JNIZ notified VOT in March of 2001 that it was exercising its right to re-purchase Parcel No. 1, aP two (2) years had lapsed without VOT constructing anything on the property. 13. VOT refused the re-purchase of Parcel No. 1 by JMZ. 14. VOT contemplates the immediate demolition of the building oll Parcel No. 1 solve time on or shortly after November 5, 2001. 1. S. JMZ seeks the remedy of specific performance herein with respect. to its right to re-purcl~ace Parcel No. 1. It is a unique individual and specific parcel of real estate, and t:herc: • is no other adequate remedy at law. Hence, JMZ seeks the equitable remedy of specific performance herein. 3 NOV-01 -01 06 = 0A FROM : VILLAGE OF TEGIUESTA I D : 561 57Sk5210a rr"'° ~ . - " • JMZ v. VILLAGE OF TEQUESTA CASE NO.: 16. All conditions precedent eadding the Plaintiff to bring this cause of action and recover thereon have been performed or have occurred or alternatively have been waived or. prevented. 17. Plaintiff is obliged to his attorneys for a reasonable fee for services rendered herein and seeks recovery of the same in accordance with the terms of the Agreements copied and attached hereto. WHEREFORE, Plaintiff demands judgment against the Defendant for decree of specific perfontlance with respect to Plaintiff s right to re-purchase Parcel No. 1 referenced above and for an award of casts, attorn.ey's fees and any other relief deemed just. l S. This is an action for injunctive relief. 19. Plaintiff realleges azxd reaffirms each and every allegation of paragraphs 2 thmugh 14 of Count I, as if fully set forth herein. 20. The Defendant's demolidon of the building on Parcel No. l~ contemplated to occur in the immediate future will irreparably harm Plaintiff and hinder Plaintiff in. the exercise of its right to re-purchase the aforesaid Parcel No. 1, as further set forth in Court l of this action. 21. Due to the unique nature of the real estate involved and the improvements thereon, Plaintiff is without an adequate remedy at law and will be irreparably harmed if Defendant is permitted to go forward with the destruction and demolition of the Ftructure on a NOV-01-01 06=09 FROM= VILLAGE OF TEQUESTA iD: 5e15i5b~e.s r"^"~ ° Z v. VILLAGE OF TEQUESTA CASE NO.: Parcel No. 1, Pend the outcome of this action and the exercise by Plaintiff of its right to re- purchase Parcel No. 1 as sought in Count I of this action. 'WHEREFORE, it is respectfully requested that this court enter an order enjoining the Defendant and all of its agents, ernployeeF or representatives from dencwlishing, damaging or otherwise adversely impacting the structure extant on Parcel No. 1 referenced above forthwith and make such ir~junction effective pendente life and undl further order of this court, as well as award the Plaintiff costs incurred herein and any other relief deemed just. KRAMER, ALI, FLECK, CAROTHERS, HUGI~,S 6z. GELB • 6650'West IndiantoWVn Road Suite 200 Jupiter, Florida 33458 (561) 748-8000 (561) 748.9000 -fax Attorney(s) for Plaintiff Q ~~~ By: WIL A. FLECK Florida Bar No. 340707 5 NOV-01-01 09.=09 FROM= VILLAGE OF TEQUESTA ID= 5615756203 t'Hla i • PSiR HALE AND AL.E A(:.[~EE_MLN'~ Phis J'urclrase and Sale Agreement is executed February 1, 1999, by Village of Tc:yucsta ("Ten testa") and JMZ Tequesta Properties, Inc. ("~Z'~. RHCITALS • A. JMZ owns foe simple title to the real property dascribcd in Exhibit "A" Itcrcto (Ilre "Tcattesto ParcelsParcels"). B. JMZ owns the Retail Brtililing. C. JMZ wishes to sell to Tequesta, and Tequesta wishes to purchase from JMZ, the 'Tequesta Parcels and dte Retnil Iuilding and to least the land underlying the Retail BuiWin f; on the ter7tts set forth heroin. NOW THEREFORE, For valuable consideration, the partial hereto agree as follows: 1. The Agreement. TJtis Agreement has been executed pursuant to drat certain Agreement dated February 1, 1999, by and between JMZ and Tcqucstn (the "mil"). Defined terms used in this Purchase and Sale Agreement shall have the saute rrteaninds given them iu the Agreement except es otherwise aet fottl- herein. 2. TJte P e y: Purchase Price. (a) .iMZ slral) sell and convey to 7'equeata, and Tequesta shall purchase li~ttm JMZ: (i) fee simple title to the Tequesta Parcels, {ii) all of JMZ's right, title end interest in and to the Retnil Building, (iii) a leasehold inleroat iu the land underlying the Retail Building Ia include a non-exclusive right to access the Retell Building (collectively, the "],,{~sehold intp~gl"), nll as more fully set forth in Section ~, hereof, and (iv) all of JMZ's right, title end interest in and to the [,.eases (the Tequesta Parcels, Qte Leasehold Interest, the Retail Building and the Lenses arc hereinafter collectively called the "p~Qp,~,y"). • (b) The purcha8a price for the Property and the time far payment of the purchase price shut( he as set forth in the Agreement. 3, t naeahold ntarost, At Closing JMZ will grant to Tequesta n loaael-old interest in the land underlying the Retail Building to include the nonexclusive right to access the Rclail liuildint; over the portions of the Shopping Center Parcel awned by JML_ The gran( of the Leasehold lntcrest EXHIBYT "A" - NOV-01-01 06:09 FROM= VILLAGE OF TEQUESTA ID: 5615756203 t'AC:1; ti • wilt be evidenced by a written lease (the "j~~") to be executed by the patties at Closing. The Lease will be acceptable in form and content to JMZ and Tegttesta end will provide, among other things, that: (y) no rent or other payments (other than the purchase price paid by Tequcsta at Closing under Section 2(b) hereof) will be due from TequdUt under the Leese, provided, howevec, Tequesta will pay ad valorem taxes and all asaesstncnts on portions of the Shopping Center Parcel as provided in Sections S. and 8. of the Agreement, and (z) the Lease shall terminate at such time es the Rttail Building will be demolished, the debris and rubble hauled away and disposed of and ills site graded as providtd in Section 6. of the Agreement. 4. condition of Title. (a) No Tatar than flfleen (15) days aRer the Effective Date, Tequestu shall obtain • a survey of rho Tequesta Parcels and the Retail Building (the "Sutvev") and stills-insurance commitment (the "Title -~mmitment") issued by a title insurance company selected by 'Pegt-esta (the "?'ills Comnflny'~, agreejng to jssue to Tequesta, upon recording of tha Dced, an owner's Title insurance policy covering the Tequesta Parcels in an amount equal to 5755,000.00 and a Icasclrold policy in an amount equal to S525,000.00. If the Title Commitment or rho Sttrvcy disclaseti the existence oCany liens, encumbrettees or other defects or exceptions which render title to the Tequesta Parcels or the Leasehold interest unmarketable, then Tegtteste shall give JMZ written notice within [ive (5) days alter Tequesta's receipt of trio Tjtla Commjtment and llte Survey ("~,lt4Sitt's '1'i11z Z[~") specifying any title matters which render title unmarketable ("Obiections")- Tcyttccta hereby waives any tyght Tequeata may havo to raise as an obJoction to title or es a ground for 'I'equesta's rcCusal to close this transaction, any title mallets which Tegttesta does not list as apt ObJcction in a timely delivetnd Tequosta's Title Notice. the title matters which JMZ did not timely' objcet to are hereinafter called the "Fermi ct1~',xc t~ions_." JMZ shall notify Tcquasta within thrte (3) days of receipt of Tequeata'a Title Notice as to whether JMZ intends to remedy any or ell of the Objections, in whjeh event JMZ shall have up to sixty (t50) days from the date of JMZ's notice to cure such Objections provided, howevec, that JMZ agrees that it will remedy any Objections which may be cured by the payment of money. if JMZ has not notified Tequesta within three (3) days of reeeirt ofTequesta's Title Notice of 1ta intent to remedy any or al(of the Objections, or if JMZ elects not to cure art of the Objections, Tequesta shalt havo rho right either (i) to terminate this Agreement by giving written aeries lhoraof to JMZ within two (2) days of the expiration of the reply period or receipt of JMZ's citation not to cure and upon such termination. Pscrow Agent shall promptly rcfltttd the Depnsjl to Tcgttceta and the parties hereto shall Itave no futilter liability or obligation ltcrtttndcr, or (ii) to waive the Objections and consummate the purchase of the Property, willwUl any nbntcmcnt or reduction of the price, subject to the Objections which shall bo deemed to bt Pemtiued Exceptions. Should JMZ elect to curt end be unsuccessful in completing santa, Tequcstn n-ay elect to tcmttnate this Agreement (ptuaueru to 3cction 4.(axi) above) or to waive the Ubjcctione (pur~uunt to Soctiat~ 4,(u)(jj) above) and proceed to olose under rho provisions u orated Itereiu. • (b) Toquasta acknowlutgea that the exceptions to Title shown at the Title ConuttiUnent and the Survey rcndtr title to rho Property unmarketable, or render the Property unsuitable far Tequeata's intended use, thin Tequeata'e sale remedy will be to tenninnte this NIOV-01-01 09:09 FROM= VILLAGE OF TE~UESTA • Agreement as provided in Section 4.(axi) above. ID: 56157bb210a (c) Notwithstanding anything to the contrary herein, tl-e parties agree that the Teciprocal Parking Easomont (the "Reeiu_roeal Easement's recorded at Official Record Book 13G5, page 161, Public Records ofPalm Beach County, Florida, is objectionable to Tegtteala. Unless, prior to Closing, tho Reciprocal Easamatt shall be cancelled by a writtctt irtatrutmwtt in recordahlo form, exocutocl by all parries which have any rights under the Reciprocal Eescment, and the Title Contpeny shall endorse the Titlo Commitment to delete the Reciprocal Easement as an exception on the Title Commitment, Tequesta shall have the right, at its sole discretion to tetmimate this Agrccmcnt. S. Gondl In s To C osin¢. As a condition precedent to the obligation of Tcqucsta to close the purchase of the Property, JMZ shall deliver to Taquesta ovldeneo acecptablc to Ttquesta, • at ifs soft discretion, that ell of the Leases have termination dates which arc on or before November 10, 2000. G. X1461.012• {e) •losina,j~{ljs~gt~ Place, Tho closing harounder (the "~1t13111(i") shall take place on or before sixty (60) days after the El~'ectivo Data. The Closing shall occur at the offices of Tequesta's counsel at SOS South Flagler Drive, Suitt 1100, West Pe1m Beach, Florida 33401. (b) n~Z'a Dacumont6. At Closing, JMZ shall deliver, or cause to be delivered, the following items to Tequesta ("~7's I2ocumcnty"): • (i) a special warranty deed (the "~")tn recordable fornt, which Ueed Fltall bo effective to vest in Tequegta marleteble fee simple title to the Tequesta Parcels sttblcet only to the Permitted Excoptions; (ii) a "FIRPTA" affidavit attesting to JMZ's name, address, lux identification number and non-foreign status as required by Section 1445 of the Intcrnnl Revenue Code and regulations; (iii) an affidavit stating Ihat there havo barn no improvements to tl~e 7'equesta Parcels, the Rotail Building or the Leasehold Interact for the ninety (90) day period immediately prccoding the Closing Dato (other than work dono by or on behalf of Tuluesta) or, i f there have been any such improvements (outer than work done by or tm behalf of Tequesta), that atl lienors in connection with Bald improvements havo hea- or will he paid in full et or prior to Closinb; thfll tl-ere aro no persons or entilioa In possession of nll or any portion of the Property other than .fMZ. and the Te~tants; and that there aro no unrecorded easomcnts or agreements which )MZ lras actiinl knowlcdgc of and which affect title to or rolete to the Property; (iv) tho Loess; N[OV-01-01 013:09 FROM: VILLAGE OF TEQUESTA ID= 5615756203 ~"~~~ "~' • (v) a closing statement (the "S'~c~ing Statement") reflecting all credits, proretions and adjustments contomplated herounder; (vi) an aaeignment of [he Leases; (vii) a mill of Sela conveying the Retail Building; (viii) any authority documents requirod by tha Title Company to evidence JMZ's authority to convey the Roal Property; (ix) all other documonts JMZ is required to deliver pursuant to tl~e • provisions of this Agreement. (c) Tea recta's Doct!ments, At or prior to Closing, Tequesla shall execute, acknowledge and/or deliver, as applicable, the following items to .IMZ ("Tequesta's Doctln,cn~"): (i) tt[e Closing Statement; and the Lease; (iii) llte purchase price as provided in Saction 3. of the Agr-eenlent; and (iv) all ollur documents Tequesla is required to deliver pursualit to the I~rovisions of this Agreement. (d) (_'losing 13xoeneea. Tequesla shall pay all documentary stamp taxes required to be paid as to the Deed, the cost of recording any eomeetivc instruments, the tillc insurw~ce prernium applicable to an owno~s policy and leasehold policy, search fees and examination fees charged by the Tit1c t;ompany, the coat of t~eeording the Doed, and all survay foes and charges. 7'equesta and JMZ shall bo responsible for their respective atlontt:ys' foes end otlior closing gists. 7. LJS(aYUw+Q• Except as otherwise set forth below, the following shall be prorated and erpportioned as of the close of business on the day preceding lire Cloying Dale: real estutt texts, based on the maximum discounted amount of such taxes based on early payment. If the Closing occurs before the currant year's millage is fixed, and if the current year's assessment is avtiihiblt, taxes shell be prorated based upon auclt assessment end the prior year's millage. If the current year's asscssmcnt is nol evaileblc, thou taxes will be prorated based upon the prior year's lax. Any tax prorntions based on nn estimate, et the request of either 1MZ or Tequesla, shell be subscyucntly readjusted upon the receipt of the actual tax bill for the yaer in which Closing takes place. • fi. ,i ,~.atio~ of the Teats a PererLe Prior Lo ClQaine Botwoen the Effective Datc and the Closing Date, rNfZ shall not take any action which would materially impair or adversely affect the ct-rrent condition, uec and operations of the Property. NOV-01-0.1 06:10 FROM= VILLAGE OF TEflUESTA ID= 5615756203 PAGt li • 9. Reme~i~ Ltnon Qcfault of Ten yes a. If Toquesta fails neglects, or refuses to perform any of its obligations uudcr this Tequesta Purcltaae Agreement, JMZ shall retain rite Deposit as full and agreed upon liyuidaled damages, consideration for the execution of this Agreement and In full settlement of all claims wltereupan the parties hereto shall be relieved of all obligations hereunder, it being agreed that rite actual damages suffered by ]IvIZ shall be impossible to ascertain end the payment of rite Ltcposit shall be the solo liability ofTequesta by reason of any default hereundor_ Except os set forth itt the immuliatcly preceding sentence, ]MZ hereby expressly waives, relinquishes and releases soy olltcr right or remedy available to It at law, in equity or otherwise by reason of Toqucsta's dofattlt hereunder or Tcquesta's failure or rcRrsal to perform its obligations hereunder, 10. B ed~i~s on DC~a tIt of ~ .. If for any reason IMZ fails, neglects or rofitses to perform its obligations raider this Tcqucsta Purchase Agreement, Tequesta may. as its sole remedies, either seek spec:iGc pcrformancc of this Agreement, bring an action for damages or elect to terminate this Agreement and receive :i return of the Deposit whereupon each of the panics shell be relieved of all further liability to rite olltcr ]tcrcunder. Tequeste agrees that rite foregoing remedies shall be the sole and exclusive rcnreclics available to Tequesta in rho event of a default by .IM7. attd Tequestn hereby waives any and all otltcr rights, in equity or st law, which it might otherwise have against JMZ (including, witltottt limitation, the right to any consequential or other damages) in connection with atiy sttclt elcftntlt. ], Rivhta_,,,~,,,~nnd ObllQetiona of prcrotecAgent. (e) If there is rely dispute as to whether the Escrow Agent is obligated to deliver any monies end/or docttmenta which it now or hereafter holds (collectively, the "~s~Iayead pjp~y") or as to whom any Escrowed Property arc to bo delivered, rho Escrow Agau shall not rte obligated to make any delivery, but, in such event, they hold same until receipt by rite Escrow Agent of nn authorization, in writing, signed by all of rite panics having en interest in such dispute direclin6 rho disposition of santa; or, in lho absence of such aulhorizetion, the Escrow Agcnl may hold any Escrowed Property until rho final determination of the rights of the parties in an appropriate ' rrocccding. Within three (3) business days after receipt by the Escrow Agent of a copy oC a final judgment or order of a court of competent jurisdiction, certified by the clerk of such court or outer appropriate official, rho Escrowed Property strait ba delivered as eel forth in such judgmcat or order. A judgment or order under this Agreement shall not be deemed to be final until the time wiU~in which to take an appeal tltercfrom has expired end no appeal hoe been taken, or until lire entry of x judgr»cnt or order from which no appeal may be taken. ICsrtch written authorization is not p,ivcn or pra:ocding for such determination ie not begun and diligently ccmtinuod, the Escrow Agent may, bttt is not required to, bring an appropriate action or pcoeeeding for leave to deposit the Escrowccl Yropcrty in court, pending auclt determination. The Escrow Agent shall nor be reRponsihle for any eels or omissions and upon making delivery of the Escrowed Properly which the Escrow Agent NOV-01 -01 06:1 0 FROM : VILLAGE OF TEQUESTA r D : 5ti 1 bYbbY10.~ rr.vc. ~ ` • holds in accordanec with the terms of this Agreement, the Escrow Agent shall have absolutely tto further liability lrereundec. The Escrow Agent shall have no liability for any loss resulting front financial or other failuro of the financial institution into which the Escrowed Property is deposited. ltt the ovcnt that the Escrow Agent places any Escrowed Propnny and/or documents that have actually been delivered to rho Escrow Agent in the Registry of the Circuit Court in and fnr Palm Beach County, Florida end ftlea an action of intcrplnader, naming rho parties hcrato, the Escrow Agent shall be released and relieved from any and atl further obligation end liability )terettnder or' in connection herewith. The Escrow Agent shall bo entitled to roly upon, and shall be fitlly protected front all Nobility, Loss, cost, damage or expense in acting or omitting to act pursuant to, any ittattuction, order, judgment, certification, affidavit, demand, notice, opinion, instrument nr other writing delivered to it herwnda without being roquirod to determine the euthcnticity oC such document, the correctness of any fact stated therein, rho propriety of the service tlureoC or tltc • capacity, identity or authority of any party purporting to sign or deliver such document. JMZ acrd Tequesta shall and do hereby, jointly and sevually, agree to indemnify and hold the Escrow Agent harmless from any and all damages or losses arising hereunder or in connection herewith, inehtiling but not limited to, all coats and expcnsos incurred by rho Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorneys' fees for' the Escrow Agent's attorneys through all trial and appellate levels (which may include fens and costs of Icgel services 1+rovidcd by attorneys in rho firm of tones, Foster, Johnston d'c. Stubbs, P.A.). It is agrcul that Escrow Agent shall not be disabled or disqualified from representing Tequesta in connection wirl, any litigation which might arise out of or in connection wllh this Agreement by virtuo of the fact that rho Escrow Agent bas agreed to set as the Escrow Agent hereunder and JMZ does hueby waive uny claim arising out of or in connection with the foregoing. (b) The duties of the Escrow Agent are only as herein specifically provided, sect are purely ministerial in nature. The Escrow Agent shell neither be responsible for, or under', -+nr cltargcable with lQtowledge of, the terms and conditions of any other agreemonts, instrument or document in connection herewith, and shall be required to act in respect of the Escrowed Property only as provided in this Agreement. Thin Agreement seta forth all the obligations of Escrow Agent with respect to any end all matters pertinent to the escrow contemplated herwrtder and no edditionnl obligations of Escrow Agent shall be impliod from the terms of this Agreement or any other Agreement. The FscroW+ Agent shall not be bound by any t»~dification, cartcellatinn or recisio„ of this Agreement unless and until it is provided with a copy of same fully oxecuted and delivered by ,IMZ and Tequesta. Ftttther, the Escrow Agent shall not be bound by any modification, amendment or recision of this Suction 9 irreapeclive of whother such modification, amendment or recision is eigtted by JMZ and Tequesta, unless In writinE and alsn signed by the A.Frrnw Agent. The Trrc:mw At;c:nt. red any aucceasor osarow agent may at any time realgn as such by delivering the Escrowed Troperty to eithor (i) any attu:esaor escrow agent desiRttatcd by all the parties hereto (other than gnciuw Agent) in writing, or (ii) any court. having competent jurisdiction. ilpon it: reslgnattnn and . delivery of the Escrowed Property as sat forth in this 5aaiou 9, the Escrow Aged stall he discharYed of, and from, any and all funhcr obligatons arising In connection with tl-c escrow coutcmplnted by this Agreamonl. Tho proviaiuns of thin Secliuu 9 shall survive the Closinb of tl,c tcrminatinn of thin AgrccutcuL, TIOV-01-01 06:11 FROM: VILLAGE OF TE~UESTA ID: 5615758203 rra~,t ao CJ 12. Attorncvs' Faos. In the event either party hereto shall default in the perfarniattce of any of the tentts and eortditions of this Taqueala Pureltase Agreornent, the prevailing party shall be entitlccl to recover all costs, charges and expenses of enforcement, including reasonable ettorncys' and paralegal fees, which reasonable fees shall include attorneys' and paralegal fees incurred in any trial or appellate proceedings. 13, ajpdin~'ffect. This Tequesta Purchase Agreement elrall be binding upon, shall inure to the benefit • of, and shall he enforceable by, the parties hereto and their respective heirs, personal representntivcs, successors and parrrtitted assigns. 14. f'ioveming Law. This Tequcsta Purchase Agreement shall be governed by and constmed undo and in accordance with the laws of the State of Florida. 1 S. Ins ion of Cnrrxtions tz Mgdir~ations_ Typewritten or handwritten provisions lnsartcd in this Tegttesta Purclrese Agreen~cnl or in tlu exhibits hucto (end inltialcd by the patties) shall control all printed provisions in crirtpict ~~ thr:re Wlth. I b. Tjme of Essence. Time shall bo deemed of the essence with respect to consummating tlrc transactions contemplated under this Agreement on the Closing Dale and with respect to ell other ohligotions oC Teyuesta and JIvIZ hereunder. 17. I~LaLOIRBrtB• Thin Tequesta Purchase Agreement may be executed in one or more counterparts tech of which shall be deemed an original but all of which shell constitute one and the same Tequestn I'urdrnsc Agreement. N[OV-0 1 -01 08 = 1 1 FROM = V 1 LLHC;I: OF '1'tWU15'1'H l6. Welver. lU= '.~bl`.~~I bb G~03 Except as othcrwisa provided herein. the failure oC7MZ or Tequesta to insist upon or entorec any of their reapecdve rights hereunder shall not constitute a waiver thereof. 19. Construction. Each party hucto acknowledges that all panics hereto have participated in tltc drafting oC this Tequesta Purchase Agreement end that acwrdingly, ao court constn,irtg this Tequesta Purchase Agreement shall construe it more stringently against one party than tl,e other. • 20. ~dpIt4II8~ The captions used herein havo beer, included for convenieltce of reference only sort shall not be deemed to very the content of this Tequesta Purchase Agreement or limit the provisions or scope of any section or paragraph haroof. 21. All pronouns and any variations thereof shall be deemed to refer to the n,escttli,te, feminine, neuter, singular, or plural as tl,e identity of the person or antity may require. 22. Scvorebility. Wherever possible, each provision of this Tequesta Purchase Agreetne,tt shall he itttcrpretcd in such mtutnor as to bo effective and valid under applicable law, bttt in the event that arty provision of this Tequesta Purchase Agreement shell be prohibited by or invalid under such law, such provision shell be ineffective to the oxtent of such prohibltioa or Invalidity, without invalidating tl,e remainder of such provision or the remaining provisions of this Tequesta Purcltasc A6RCCineni. 23. &S2kGL. Toquesta represents and warrants to JMZ that Tequesta has not dealt witl, a„y rc„I catate broker, Cum or pexson in cotu,ection with the transactions contemplated under this Agreement, nor i,as Tequesta been introduced to lht Tequesta Parcels or to JMZ by any real estate broker, firm or person. Tequesta does hereby agree to indemnify and save JMZ harmless from and against any and all claims, cults, demands or Ilabllitiea of any kind ar nature whatsoever (including, but not limited to, ell attorneys' fees and all court costs, including any appellate proceedings oncl appeals) arising out of rho broach by'fequeata of tltc foregoing rcprcecntatlon or warranty. JMZ represents and wntTatrla to Toquesta that JMZ has not doah with any real estate broker, h~ or person i~, connection with the tntr,sactlone contcmplatod under this Agreement, nor has JMZ been i,:,roduccd to TW oasts by any real catate bmkar, firm or person. JMZ dots hereby agree to indemnify and save Nov-0 1 -01 06 = 1 1 FROM = V I LLACE ur ~rECauES~rA 1 U = 5b'1 b /.ti.OC10J Tegttcsta harmless from and against any and all claims, suits, demands or liabtlilics of any kind or ttnrure whatsoever (including, bttt not limited to, all attorneys, fees and all court costs, including any appellate proceedings and appears) arising out of the breech by JMZ of the foregoing represegtatiott and warranty. 24. Qesignment. This Agreement may be assigtsed by either party with the prior wrlttan twnscnt of the other par[y, which consent each party agrees it wit( not unreasonably withhold. 25. arvufr>u- • All prior statements, understandings letters of itltent, representations and agreements between the parties, oral or written, ere attperseded by and merged in this Agreement, which alone Cully and completely expresses lho agreement hetween them itt connection with this transaction and which is entered into after thll investigation, neither party relyit-g upon any ststlcmcnl, understanding, ropresentation or agreement made by the oQter not embodied iu this Agrcciucnt_ Except as otherwise expressly provided heroin, ell ofJMZ's representations, warranties, covenants aitd agreements herein shall merge in the documents and agreements executed at the C:losin6 and stroll not survive the Closing. 26. [ lse of rho VKord "Herein"_ Use of the words "herein," "hereof," "hereunder" and any other words of siutilar itnpon refer to this Agreement as a whole end not to any perticulor article, section or outer Itat'agrnplt of this Agreement unless apociticalty noted otherwise in this Agreement. 27, Det o Performance. If the daft of the performance oCany term, provision or condition of this Agreement stall happen to fall on a Saturday, Sunday or olharnon-Business Day (i.e. a day in which banks ere closed), the dote for the porfotmanee of such term, provision or condition stroll be extended to tl,e next sttcccccling 9usineas Day immediately thereafter occurring. 2B. Third Parties. This Agreement shall not bo deemed to conftx in favor oC any third parties uny ri6ltts wltntsocvcr as third-party beneftcieries, the parties hereto intending by rho provisions hereof to • confer no such benof is or status. 29. ~ n s The eceeptanco of the Dead by Tequuta s1ta11 be deemed to be the frill performance ' NOV-01-01 06:11 FROM= VILLAGE OF TEQUESTA ID: 5615756203 PAGE lb • and discharge of every agreement, obligation, and covenant, guaranty, representation, or warranty an the part of IMZ to be performed pursuant to the provisions of this Agreement in respect of the Real Property, except for Surviving Obligations. This Section shell survive the Closing. 30. I~io Modification. Thla Agreement constitutes the entire agreemant between the parties hereto with rospccl to the transactions contomplatcd hereby and iit supersedes all prior understandings or agreements betwocn the parties as to -the subject matter horeof. No term or provision of this Agreement may be changed or waived, discharged or terminated orally, but only by an insttuntcnl i~- writing signed by the party against which enforcement of the change, waiver, diai:l~jirge or termination is sought. • 31. Radon Gea. Radon is a naturally occurring radioactive gas that, wl+cn it l+as accumulated in a building in sufficient qualities, may present hcaltli risks to persons wl~o are exposed to tt over times Levels of radon that exceed federal and state guideline have boon found in buildings in Florida. Additional infocmatiott regarding radon and radon testing may he ol+tai+ted from your county public health unit, VILLAGE OF TEQCIESTA • N:V'91nYYQUtiSTMPUKCIn.REV(.b~) r , 'r nt t: Eli2ay h A. Schauer Its: eyor 7MZTogttesta Properties, inc., a Florid.i corporation ~~ ~ By. ~ .1, ~ __.... P t Natne•'-`n l) +ta - ~•.c~c' ~'~t 11 ~ ^t tt Its: ~ k'rS_. 10 NOV-01-01 06=12 FROM= VILLAGE OF TEQUESTA ID= 5615756203 PAGE 17 1~ u sxiiiai'r 'laf, LL:GAL Dt;SCRI(''f'lON pAli(:rL NO. LY1NCi IN SECTION :IU, TUWN51iIP 40 SOUTI-(, RANGE: 4i EAST A t'ARCt:I.OI' LAND 1.\'ING IN SEC'T'ION t0,'1'UWNSIIIP 40 SOUTII, itANG` ai t:A~ 1', PALM OGACH COUNTY, 1'1.ORll)A, I1GtNG MORE PAkTICULARLY DLSCRIBEn AS FOLLOWS: ~'U~4h1ENC'IN(i A'i"1'111: PUINT ()1' INT'LIISL:C:"f1UN Of Tf~IE G[NTL•ILLINI~ U1~ STATE ROAD NO. S (US H1CiHWA1' N0. I) WITl1 TIIE SOCITH LINE OF Sr•.C"1'lON zo, TOWNSHIP 4o SOUTH, RANGE 43 CAST; THENCE NORTI I nl°54'SS" EAST' (OASIS OF BCARINGS), ALONG TI~[E SAID CENTERLIN[, A Olti'I'ANCC UP 69S.S5 FEET 7'O A I)OINI' ON THE EASTERLY EXl'ENSION 01' T1iC•. NORTH RIGIiT-OF-WAY LINE OF BRIDGE ROAD (PER DEED BOOK I IGG, PAGE SS2 OF 7'1{C PUBLIC RECORDS OF PALM I3(.ACli COUNTY, FLORiOA), '['HENCE SOUTH B9°46'SS" we.~T, ALONG SAID EASTERLY EXTENSION ANq SAID NOItTI{ ltIG1~T-Or-WAY LINE, A DISTANCE OF 673,37 FEET TO TIDE POINT Or• BEGINNING; THENCE CONTtNUL SOUTH 89°46'55° WEST, ALONG SAID NORTK RIGHT-OP-WAY LING, A DISTANCE OF 203.21 I~GHT; 9'IIENCG NOIITH 00°lJ'OS" WEST, A DISTANCE OP 224,57 FL'67'; THENCE (dOR1'1-t 89°4G'S5" EAST, A DISTANCE 01= 2G3.S2 FEET; TIiENCL' SOUTH I8°4)'l)" Wf:ST, A DISTANCE OF 87.10 FEET' TO THB BCt31NNING OF A CURVE, 6EING CONCA~'E'f0 THE EAST AHD HAVING A RADIUS OF 130 FEET;'I'HENCf:. SUUTI~IkRLY ALONG TI{E ARC OF SAID CURVE THROUGH A CeNTRAI. ANOLL• OF l8°S6'18", FOR AN AILC LENGTH OF 42.97 FEEi;'f11ENC6 SOUTH o° 13'05` [AST, A DISTANCE OF 74.99 FEET; TIiENCE SOUTti 44°4G'S5" WEST, A DISTANCE OF 15.36 FEEL' TO THE POINT OF BEGINNING. SAID PARCEL CONTAINS 1.21 IG ACRES MORR OR LESS, • Y~ pAl(oMK.I -1'f 1 P(1nl e<c) r~cg 1 01; z NOV-01-01 0A:12 FROM= VILLAGE OF TEQUESTA ID: 5615756203 PAGE 19 • _..__ EKHIBIT "A" l,L-:C;AL UGSCR1Yl'lON ()0 I'UO'1' RICiI I'f-OI'-WnY CONNL'C'1'INCi [iRIDG~ RUAU 1'O TFQUES~'A URIVL'• A PARC'E'L OF LAND LYING IN SECTION 1o.1'OWNSHIP 41+ SOUTH, RANGE ~ ] EAS~1~. VALM D(:AC'll COUNTY. FLORIDA. dkING MORE PARTICULARLY DESCRIBED AS FOLLOWS: • COMME'NC'ING AT THE POINT OF INTERSECTION OF THE CENTERLINE OF STATE ROAU NO IVS I IIGI(WAY N(]. I) Wllli'i1lE SUUTII LINE OF StrCfION 7(1, TOWN51111' 4[1 SOlflTl. RANCiF. ~~ kns'1';'rF1(!NCI: NUR'fl I (1~°~rss' GA51' (eASls OF eEARINCiS). ALONt] 'f11G 5All) ('EN'ITiRLINE, n UISTANCH OF byt•ts FCEI"1'O A POINT ON TILE EASTERLY EXTENSION (]F ~r1iE NURTTi RIGHT-0F•WAY LINE OF 9RIOG[ ROAD (PER DEED BOOK 1 Its:. PAGE 552 OP THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA); TIiENCE SOIIrH A9.4G'SS` WEST'. AWNG SAID EASTERLY BXTBNSION AND SAID NORTH RI011T-0P-SPAY I.iNE, A DISTANCE OF tG7.]7 FECTTO THL POINTOF 13EOINNINC; THENCE NORTH 4S°13Y15" WEST. A DISTANCE OF 13,76 FEET: THENCE NORTH c-(1'ITOt' t\'EST, A DISTANCE OF 74,'19 FEEI"f0 '!'i IE BP_GINNINO OF A Cl,1RVE eEINO CONCAVE TO T'11E EAST ANU HAVING A RADIl15 OF 71+.+N1 FCCT: TI48NCE NOR'TIIERLY ALONG TH$ ARC OF SAID CURVE T1iROlIGH A CENTRAL ANGLE OI' I A°SC'IR', FOA AN ARC LENGTH OF 2x.14 PL+Bf: THENCE NORTI[ IH°4T17" GASP. A DISTANCE OF 07,14 FEETT'O THC BEGINNING OF A C(IRVE, BEING CONCAVE 1'O'fllE tveST AND IIAVINO A RADIUS OF I)tl.(x1 Fl3GT:'fIiCNCE NORTIIBRLY ALONG TILE ARC OF SAID CURVE TI{ROUGH A CENTRAL ANGLE OF 19°54'18`, FOR AN ARC LENUTIi OF 12.97 FEET; THENCE NORTI I l1(1° 1.iVls' WEST. A DISTANCE OF 74.99 ~fi'1':714tNCE NORTH ~~"4T 1)' EASE A DISTANCE OF a3Jb FEflT 1'O A POINTON THE SOUTH RIOT IT.oF-WAY LING OF TCQUESTA ORI VE (PER OFFICIAL RECORD 800K (x,23. PAGE 7()2 OF THE PIIDLIC RECORDS OP PALM BEACIi COUNTY. FLORIDA): TFIENCE SOUTH R`1°4T4t-' WEST ALONG 5AI0 SOUTH 814147-0F-WAY ZINC, A DISTANCE OP 32.14 FEET1'OTHL• OECIINNING OF A CUR\'C. B81N0 CONCAVL''1'OTHE SOUTH AND HAVING A RADIUS Of 7(IS 1K1 FEE(: TI4ENCL' WESTERLY ALONG THC' ARC OF SAb CUR V8 Tl1R0001 I A CENiRAI-ANGLE OF 11 °«' 14". FOR AN ARC LENGTH OF 6,1,44 FED': THENCE DEPARTING SAID SOUTH RIOtfT-OF-WA1' LINE SOUTH S I'l0'19' EAST, A DISTANCE OF ]8.87 PHEC; THENCE 6(><TCH Otl°1.1'OS` EAST, A DISTANCE OF ee.g7 PP.E-1' TO THE EEOINN(NG OP A CURVE. BBlNO CONCAVE TO TIIL• WEST ANO t4AVlNG A RADIUS OF 70,00 FEET; THENCE SOUTHERLY AIANG TILE ARC OF SAID CARVE THROUGH A CENTRAL ANGLH OP le°36'18°, POR AN ARC LENGTH OF 2]•14 FEET; THENCE SOCf1ti IA°~l'il' WEST. A DISTANCE OF (7].19 FEC'f TOTHE BfiO1NN(NG OF A C'URUG, DEINU (:ONCAVC TO THE EAST ANb HAVING A RAPIDS OF l]l1.UC1 FEET: -l7iENCE SOUTI{ERLY ALONG THE ARC OF SAID CURVE-fI1ROUGH A CENTRAL. ANOLt; O( IR°54'18', FOR AN ARC LEN(7f1( OF 42.91 FEET; THENCE SOUTH 00°1]'uS° EAST_ A DISTANCE OF 7x,9'1 FEET: THENCE SOUTH 44.46'55' WHST, A DISTANCE OF ]5.74 pECTTO A i'OINI' ON 111E NORT}I RIOT-Cf-OF-WtiY OF SAID BRIDGH ROAD: TIlENCB NORTI(A')°44'55` [AST_ AI.ONc • SAID NORTH RIGHT-0F-WAY LINE. A DISTANCE OF 1 IO.W FEETT'O THC f'OINTOF IiEGINNINO. SAID PARCEL CON'TAIN:,11.614~ ACHES MORE' Ok L(iSS, PAGL~ 2 of. !. NOV-01-01 08=12_FROM: VILLAGE OF TEQUESTA ID= 5615756203 • 'Ibis Agreement ie executed February 1, 1999 by Village of Tequcsta ("~'yglir~ta") and JMZ Tequcsta Properties, Inc., a Florida corporation ("Jl~'7- RECITALS A. JMZ owns foe simple title to the Shopping Center Parcel. The Shopping Ccnccr Parcel, located within thcboundaries ofTequesta, consists of approximately 4.833 acres of fend x~id contnins a retail hullding consisting o[ approximately 52,778 square fat, portions of wl>ict- are currently leased to tenants. B. ?'equesta is a Florida municipal corporation witlr the power' of eminent domain. C. Tequcsta has adopted Resolution No. 31-97ly8 which declares that the acquisition by Tequcsta of a portion of the Shopping (;enter Parcel to be used as a public roadway and as :t municipal site is a public necessity. P. JMZ and Tequcsta have agreed on the boundoriee and purchase price for llu public roadway and the municipal site. E. JMZ and Toqueeta wielt to avoid the time and expense of an action to condemn tlte_, parcels which Tequcsta wishes to acquire. NOW THEREFORI=, for valuable consideration, the pariios agree as follows= 1, $n~ii6lfl. The recitals eat forth in paragraphs A. through E. ere intc aixl con•ccl. 2. I2elltltliBns. In addition to other terms defined in this Agreement or iu any of the Ex.hihits hereto, the following tams shell have the fallowing definitions: A. "~ggjpg" -shall have the moaning given it in Section 6. of Cite T'cgttcsta Purchase Agracmcnt. A ~~ " -shah mean the commencement of any trading, leveling, excavating or filling of land with the intcution of erntstntainb pcnnaur.nt intprovetnonts to the Land. • C. "12o~gj,(" -shell moan the sum of Ten Thousand Dollars ($10,U0(?.tu11- D. "Rffrr.iiye bate" -shall mean the first daft upon which both Tequcsta ~tncl 1M'L shall have executed this Agreement. g •'~pt" -shall moan Jones, Foster, Johnston S;, Stubbs, P.A. ~ ~ PAGE 19 NOV-01-01 0A:12 FROM= VILLAGE OF TEQUESTA ID: 5615756203 PAGE 20 u F, " -shall mean tha terms end conditions upon which JMZ will repurchase Parcel No. 1. '~'lte JMZ Repurchase Agreement is attached hereto ats Exhibit "A" and shall be executed by the parties at Cloning. G. "j,s~" -shall mean all written or oral agreements under which any patty leases or otherwise occupies any portion of the Shopping Center Parcel. H. "pure~l No.--1" -shall mean that certain parcel of real property more particularly dcaeribed in Exhibit "B" hereto which JM2 shall soil and convey to Tcyucslu in accordance with the Togtteata Pttcehase Agreement. The location of Parcel No. 1 is generally • depicted on Exhibit "C" hereto. I. "Parcel No. 2" -shall mean that portion of the Shopping Center Parcel genarally depicted on Exhibit "C" hereto as Parcel No. 2. J. "P r~eo1 No. 3" -shall mean that portion of the Shopping Center Parcel generally depicted on Exhibit "C" hereto as Parcel No. 3. K. "$~ail Buildiue" - Shall mean the building consisting of ttpproximatcly 52,778 square feet ctttrently locatad on the Shopping Center Porcel. L. "~~ areal" -shall mean shat certain parcel of real property mnrc particularly described in F~clrlbit''D" attaehod hereto whielt JMZ shall soli and convey to 'I'egttesta pursrtant to lire Toqueata Pttrcltase Agreement. The location of rho Roadway Parcel is generally depicted on Exhibit "C" hereto. M, "$~QnpjnQ ('.eater Parcel" -shall moan that certain parcel of real properly mare particularly desclbed in Exhibit "E"hereto. N, "~'enurAte Parcels" -shall mean Parcel No, 1 and the Roadway Parcel. p, "-shall mWn the terms and conditions upon which Tequesta shell purchase the Roadway Parcel and Parcel No. 1 front JMZ. Tlte'I'equesta Purchase Agreement is attached hereto as Exhibit "F"' end stroll be executed by the pasties simultaneously with the oxecution of this Agreement, p. 'Ty~~" -shall mean any party which now or hereafter leases or occupies any • portion of the Shopping Center Parcel tinder a Lease. Exhibit "C" is a general depiction of the location of Parcel No. 1, Parcel No. 2, Parcel No. 3 and the Roadway Parcel. Tho parties acknowledge that tho final location end conf gurntion of parcel No. 1, Parcel No. 2, Parcel No. 3 and the Roadway Parcel will be detemtincd during tht site plan review process provided that Parcel No. 1 shell contain 52,776 square feet, taore or less, and that cite Roadway Parcel will constitute 0.6463 acres, more or less. 3. per. In conBidoration of ell of the covenants end obligations of !MZ under this pgrccment, Tequeata agrees to pay JMZ at Closing the sum of One Million Four Hundred Eighty- Thrcc Thousand Dollars (51,483,000.00). 4. Sale of Percst No, 1. he $~dway Pe.Mcl end The Rc ai19 ri~ldinQ~l_sase of the L~n~ [ludcrlvinrthe Retell Buildin¢. JMZ agrees to sell to Tequesta, and Tcquesta agrees to purchase front JMZ: (a) all of JMZ's right, title and interest in and to the Retail Building; (b) fee simple lillc to Parcel No. 1; (c) fee simple title to the Roadway Parcel; (dj all of JMZ's right, title and interesl in and to the Leases; and (e) a leasehold intoroei in the portion of the Shopping Center Parcel wlticlr underlies the Retail Building and which does not constitute a portion of eilhcr of the Tegacsta Parcels, all on the terms and conditions set forth in cite Tequesta Purchase Agreement. Tlrc panics • iterate will execute and deliver !o one another the Tequesta Purchase Agreement simultaneously wilt fire execution and delivery of this Agreement. Simultenoously wills Ilse execution acrd delivery of this Agreement by Toquoste, Tequeala is paying rho Deposit to be held by Escrow Agent in accorilunce with the Tequesta Purchase Agreement. JMZ and Tequcsta acknowledge and agree that lice sale of the Tequeata Parcels end cite Befall Building and the lease of the lend underlying tlrc Retail Building is being made under tlveat of condemnation. During cite site plan review process each party will consider rho requests from rho other party to grant non-exclusive access and utility casements across rho requested party's Parct) or Parcels to serve the requesting perty'~ Parcel nr Parcels. Nothing eonteinod herein shall be construed, howevec, to obligate any party to gram r+ny such request for an easement. 5. Man gc ant of Shooning,Center Parcel. From end after the Closing, JMZ will mtttrnge the Stropping Ccntec Parcel under e written tttattagement agrecmenl to be execulacl rtt Closing by JMZ and Tequeata to be acceptable to both JMZ end Tequestn. As manager of fire Shopping Center Parcel, JMZ will: (a) collect the rani end other payments due from Tenants, (b) maintain the Shopping Center Parcel and the improvements located tltoccon in the snore ntnrutcr anti to cite same standards as JMZ is currently maintaining the Shopping Center Parcel and improvamcnts, (c) provide adequate casualty end liability insurance insuring JMZ and Tequcstu as their inlcrests may appear, (d) pay all expenses incurred In the maintenance, repair and operation of cite Shopping Center Parcel; (e) abide by all applicable Federal, state, cortnty and municipal Inws, rules, ordinances and atattttes other than Tequeeta Ordinance No. 377, provided, irowcvcr, when construction of new improvements on any of Parcol No. 1, Parcel No. 2 or Pnrccl No. 3 sltnll begin, lltcn lire Parcel being improved mtut come into compliance with Toquoste Ordinance No. ?77; a++el • (n take such other actions as shall be necessary end proper to manage the Shopping Ccnrcr Parcel in aeeordancc with prudent property management practices, including, without linritorion, cite bringing of any eviction actions to evict Teuuuts in breach of their Leases. Notwithntonding tt+e f+~+cgoing, Tcyuesla will pay the ed valorem real property taxes and all asecaarsents nn the Koadway • parcel and Pnrccl No. 1 tYom Closinb and will pay rho ad valorem real pmpeny raze; and all 3 NOV-01-01 09:13 FROM= VILLAGE. OF TEQUESTA iD: 5615756203 rta~.t za • assessments on Parcel No. 3 from Closing until the Retail Building is dcmoliahsd. JMZ shall keep and retain any monies collected from the operation of the Shopping Center Parcel in excess of the expenses of maintaining, repairing and operating the Shopping Contcr Passel, Attaehcd hereto as Exhibit "G" is a true, correct and complete list of the Tenants end the expiration dates (including any options to extend) of thou respective Leases. JMZ agrees that prior to Closing, and after Closing in its capacity as property manager, it will not extend the term of any Lease bcyon<I the expiration dates set forth in Bxhibit "t3" hereto except that Tcqucsta will, upon the written request of JM:G, extend the term of the Leases on s month to month basis in order w accontmodatc a relocation of the Tenants in accordance with Paragraph 6, hereof. Tequcste agrees to outer into new leases of space in the Retail Building upon the wtytton roquest of JMZ provided, however, that any new leases shall be in writing, shall be on a month-to-month basis and shall be terminable without cost to JMZ. or'fegttesta on not more than thirty (30) days written notice to Tanant_ • tS. ~1oC1lilQn ofTenanL: DcmQ(i iQ on fget~il Building. JMZ shall be responsilrlt, at its ante cost and expense (to include any lease buyout payments, payment of relocatiou crusts and like payments), to negotiats termination of the tenancies of tenants or to relocate the Tenen[s to other leased premises ecccptable to Ilte Tenants. All Leases must terminate and all Tenants moat vacate tlrc Retail Building and be relocated to other apace on or before March 1, 2000. In order to fi~cililate the relocation of the Tenants by March 1, 2000, JMZ shall eommoncs conslnictiou of a retail building on the northerly portion of Parcel No. 3 on or before July 1, 1999, suet, date to bo subject, I~ewevcr, to reasonable delays in the petmiaing end approval presses, and complete construction oF, and olnain a certificate of occupancy for the shell of such building prior to Febt~uary 1, 2000, such date to he subject to the provisions of paragraph I8. hereof. Within sixty (60) days slier the day by which all Tenants have vacated the Retail Building, Toquesta shall, at its own cost and eapcnse, demolish the Retail Building (to include t1-e removal of the slabs and [oundotions to two (2) lest below grads), haul away and dispose of ell rubble and debris resulting tram such demolition and grads the footprint of the demolished Retail Building eo as to be level and consistent with the level and contour of the surrounding property. Demolition of tJte Rcteil Building, dispose) of tltc debris resulting therefrom and grading of the fvolptinl of the Retail Building shall be in accordaucc wills all applicebls federal, state, county and mttnieipel laws, rules, resulations and ordinances including all laws conoetning the abntcmcnt and dispersal ofhazarduue materials. JMZ grants Tcqucsta air irrevocable, non-exclusive liecnec la enter the Shopplug Cettler Parcel liar the purpose of dcmolislting the Retail Building, hauling away and disposing of the debris and rubble and grading tlis fuutprittt of the Retail Building. Norivithstandutg anything to the contrary Itoreiu, Tcyuesta will trot be ubligoted to demolish and dispose of any portiotu of the parking let, including cutterclc curbing and asphalt, except in connection with its construction of the Roadway and lmrrnvcmonts (us defined in Seotion lU. hersot). 7. $,yp.(;~f Parcel Na. 1. If Tcqucsta or a third party eltall fail to Commence • Construction on Parcel No. l of a village hall or other municipal, civic or culntral facility within two (2) years after Closing, then JMZ shall repurchase (tits ")~ttrcltase Obligation") from Tcgticstt~ and Tequesta shall sell to JMZ, Parcel No. 1 for the purchase pried of Four Hundred Scvarty-Seven Tiwusand Dollars (5477,000.00) on Ute temts and conditions set forth in the JML Itepurchasc ' NOV-01-01 Ot3:13 FROM= VILLAGE OF TEQUESTA ID: 5615756203 PAGE 22 • Agrecmenl. If the Commencement of Conattuetion of a village hall or other municipal, civic a+' cultural facility shall occur in accordaneo with this Section, then upon the regttcst of eitl-er JMZ or Tegt-eeta, JMZ end Tequesta shall confirm in writing, in recordable form, that the Rcpurclrose Obligation has terrttinatod and ii no longer of any force or effect. B. llsn of ParcclNo. 2. JMZ agrees that for the period of time commencing with tl+c execution of this Agraoment end ending two (2) years after Closing, JMZ will merkct Parcel No. 2 solely for cultural and/or civic uses. If at the end of said period, JMZ is not party to a contract to sell or lease Parcel No. 2 for cultural and/or civic uses (under terms of Sala or lease aeccptable to JMZ), then JMZ shell he tree to market parcel No. 2 for suet use as JMZ shall deem appropriate provided, however, that any use, development of end construction on Parcel No. 2 shall be consistent with rift then existing ordinances and regulations of Tequeate and the approved sift plan for Parccl No. 2. • 'T'tgttestn will pay the ad valoram and real proparty taxes and all essesstttents on Parcel No. 2 from C..Iasiug to rift earlier of the second anniversary of the Closing or rho date JMZ will either convey tills to Parccl No. 2 or lease Pernel No. 2 to a third party. 9. man of Parcel rlo. 1 end Par~e1T]o. 2. So long as JMZ has not sold or leased Parcel No. 2, Tequesta shall have the right to swap (rite "$,~R") Parcel No. I for Parcel No, 2 and to increase the size of Parcel No. 2 up to 52,778 square feet. If Tequeuta shall satisfy the following conditions, then JMZ shall convey Parcel No, 2 to 7eyursta and Tequesta shall convey Parcel No, I to JMZ: (i) Tequesta s1+a11 notify JMZ in writing thot it wishes to swap the parcels prior to flu second anniversary of the: Closing, (ii) Tequesta shall notify JMZ in wilting of rite number of square feet in Parccl No. 1 which Tequesta will convey to JMZ provided tltal t(te parcel to be awned by Tequesta after the Swap shall not excexd 52,778 square feet, and (iii) at closing of the Swep ane party will pay to the other parry the difference between Percol No. l Value (ns I+ereinafler dcfittcd) and rite R.econCgttred Parccl No. 2 Value (as herainefter defined). The "1'~iect No. 1 Valrtc" shall equal flu square footage of Parccl No, 1 as acquired by Tequesta at Closing multipliexl by test dollars {$10.00) pcr square foot. The "j3,exonfi~ed~1)~~2 Value" shall equal the squerc footage of tl+e parcel which Tequesta will own after the Swap multiplied by twelve dollars (S 12.00) pcr square foot. If the Parcel No. I Valttc exceeds the Reconfigured Parcel No. 2 Value, JMZ shall pay Tcqttesta the dtfforence at closing of rho Swap; If the Parcel No. 1 Value is less titan the Parcel No, 2 Value, then 1'equeste will pay the difT'erenoe to ]MZ al closing of the Swap. Convcyarru: of Parccl No. l to JMZ pursuant to the swap shall be on rho forms and conditions set forth in Scctiou, A., 5(h)(i) through (vt), 5(c)(i) and Ci), S(dj, 6„ 8., 9. and 10. tlu-ouglt 29. of tha IMZ Repurcliusr Agrcetttettt. Cottveyancc of Parccl No. 2 to Tequesta pttrsuvtt to the Swap shall be on the terms sad conditions sec forth in Scction9 4., ti(b)(i) through (iii), (v), (viii) and (ix), G(c)(i) and (iii), tt(d), 7., 9„ l o., 12. through 31. of rho Tequesta Purchase Agrecmcnl. 10. Cor~wcti,~,nf oadwa Wilhin lbiriy (30) days after the eomplotien of the • dcmolitlon of the Retell Building and grading of the footprint in oeoordanee with Section 6. hereof, Tequesta will Commence Construction on the Roadway Parccl of a public roadway including paving, striping, aignagc, and lho installation of curbs, gutters and drainage slntctures (collcctivcly, the "Rosdwa~it_n_d ltiinrovoments"). Tequesta shall pay all of the costs incurred in the design, NOV-01-01 Ot3=14 FROM= VILLAGE OF TEQUESTA ID= 5615756203 E'AGE 23 • engineering and construction of the Roadway end Improvements and shall have complete cot-lrol over the design, engineering and configuration of the Roadway and Improvetnonts provrdcd, however, that Tequesta will coordinate with JMZ rho placement of curb cuts into Parcel No. 1, Parcel No. 2 end Parcel No. 3. The curb cute will meet the codes ettd ordinances of Tequesta end will he consistent with the approved Bite plans for Parcels No. 1, No. 2 and No. 3. 11. InQG~ i ~cetion. JMZ shall indemniFy and bold Tequcsta ltatmlcss f-•orn any loss, cost, damage or expense which Tequeata may suffer which shall directly or indirectly arise out of, or be in any way related to, claims made by Teaante including, without limitation, any claims whicl~ arise out of JMZ's management of the Retail Building either before or after Closing, JMZ's effurls to relocate end the relocation of the Tenants from the Retai] Building. • 12. Dsf~,ull. (e) If either JMZ or Tequesta shall breach any of their respective obligations or covenants arising under either the Tequesta Purchase Agraament or the JMZ 1epurchase Agreement, then the non-broaching parry shall have the respective nmedics end rights accruing to it under the JMZ Repurchase Agreement or the Tequesta Purchase Agreement, as applicable. Itt addition, if JM`L shall fail to repurchase Parcel No. 1 in accordance with the ]MZ Repurchase Agreement, and if, followtng J s allure to repurchase Parcel No. 1 irr accordance with the ]MZ Repurcltasc Agrcamcnt, Tequesta shall sell and convey Parcel No, I to a third party and the Net Proceeds (as de6ncd in the Limited Personal Undertaking of John M. Zuccerelli, III, individually, at llte et-cl of the JMZ Repurchase Agreement) shall bo loss then Four Hundred Seventy-Seven Thousand Uollars_, ($477,000.00), then John M. Zuccarolli, TII, individually, will immediately pay to Tequesta tl~e lesser of Two Hundred Fifty Tlousand Dollars (5250,000.00) or the eatount by which Four Hundred Seventy-Seven Thousand Dollars (S477,000.00) ezcoeda the Net I'rococds, all as more fully yet furtlt in llte Limited Personal Undertaking of John M. Zuecarelli, I11, individually, nl the end of the JM2 Rcpttrchnsc Agreement. (b) 1f JMZ shalt breach any of its covenants or obligations arising undo this Agreement other than those covenants and obligations arising under the JMZ Repurchase Agreement or the Tcgrtcsta Purchase Agreement (which remedies shall be governed by those agreements), tlicu Tegttesta shall Stave the following rights and remedies: (i) Tequcete may scck to compel JMZ to perform ItF obligations arising under this Agreement by a suit for 8peciGc performance; (ii) Tequeste may recover from JMZ damages for JMZ's breach o[ its obligations end covenants under this Agreement, and (iii) Tequosta may pursue attch other remedies es shall be permitted to it under applicab]o law. (c) If Tcquoata shall breach aoy of its obligations or covenants arising under this • Agreement, other than those covenants and obligations arising under the JMZ Rcpurcltase Agreement or the 7'equesta Ywehase Agreement (which remedies will be governed 1,y tl+i++:e agreements), then JMZ shall have the following righu aril remedies: (i) .IMZ may scck to compel Tcclnesla to perf~rtn its nhligations arising uruler this Agreement by a cult for specific performance, NOV-01-01 06=14 FROM= VILLAGE OF TEGUESTA ID= 5615756203 FAGS 24 • (ii) JTv17.. may recover from Tequesta damages for Tequcsta'o branch of its obligations and eoveitanls wider this Agreement, and (iii) JMZ may pttrsue such outer remedies as shall be perntitted to it uridar applicable law. 13. Attemavs' Fees, In the event eitherparty hereto shall default in the perforntancc of any of rite terms and conditions of this Agreement, the prevailing party steal{ be entitled to recover all costs, charges and expenses of enforcement, including reasonable attorneys' and paralegal fats, which reasonable fats shall include attorneys' and paralegal fees incurred in any trial or appellate proceedings. 14, 13~j~,, Any notices required to be given under this Agreement shell be in writing end r;1ta11 ba givttt by United States Meil, return receipt requested, by ovennigltt delivery service (such as Federal 1xpenses) or by fiend delivery. Any notices altall be sent to flu following eddreascs: If to Tcgrraste: Thomas G. Bradford, Village Manpgor P.O. Box 3273 Tequcsta, FL 33469-0273 If to JMZ: John M. Zuccarelli, iii, President JMZ Tequetrta Properties, inc. 19tS Tequosta Drive Taquesta, FL 334ti9 Notice shall he cotteluslvely deemed given and received three (3) business days after depositing itt the [lniled States Meil, the next business day if sent by Federal 8xp[ess or upon delivery lu lho addresace if sent by hand delivery, Any party may change its address for notice by forwarding written notice to the other patty in accordance with this Agrcontent. 1 S, 13indinn }?Efate. This Agreement shall be binding upon, shell inure w the benefit of, end shall be enforceable by, the pariios hereto and their respective heirs, personal representative:;, st~cccssors a»d petmittod assigns. 16. +nvemi .say. This Agreement shall be governed by and construed under and in accordance with the laws of fife State of Florida. 17. Insertion of Corrections orMpdificgtions. Typewritten or handwritten provisions inscricd in this Agreement or in the ctthiblts hereto (and initialed by the parties) shall conu•ol all l+rinted provisions in conflict thane with. • 1 B. Time of Sseanec. Time shall be deemed of the essence with respect to all obligations oi' 1'cgr~csta end JMZ haounder. Notwithstanding fife foregoing, rift titnc limits itttposcd upon Tcqucsla and JMZ for the pcrfortnanee of their respective obligations under this Agreement urry be TIOV-01-01 06=14 FROM= VILLAGE OF TEGIUESTA ID= 5615756203 PAGE 25 • extended for any time lost due to delays caused by aet.9 of God, hood, hurricane, labor strikes, unttattal unavailability of materials or any other causes bayotrd the reasonable control of the panics. 19. ~• This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of,whieh shall constitute one and (hc same Agreement. 20. Waiver. Except as othcnvieo provided herein, the failure of1MZ or Tequest~ to insist upon or enforce any of their respective rigbts hereunder shell not constitute a waiver tlrereoG 21. Construction. Each patty hereto eeknowlcdges that all parties hereto have participated in the draRing of this Agreement slid that accordingly, no coutl constntitrg this A.greemant shell constnte it more stringently against one party than the oilier. 22. ~,g~Ig. The captions used herein have been included far eonvenicnce of rcfcrcttce only and shall not be deemed to vary the content of this Agreement or limit the provisions or scope of any scction or paragraph hereof. 23. pmpQyng. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plurel as the identity of the person or entity may regttirc. 24. Seyerability. Whcrover possible, each provision of this Agreement shall be interprctecl in such manner es to be effective and valid under applicable law, but in the event that nny provision of this Agreement shall be prohibited by or invalid undo such law, such provisitrtt eslrall be ineffective to the extent otsueh prohibition or invalidity, without invalidating the remainder of such' provision or the remaining provisions of this Agreement. 25. B,gg~0{. This Agreement may be assigned by either party with ilia prior wriucn consent of the other party, which consent tech party agrees it will not unreasonably withhold. 26. M4~L. Alt prior statements, undaratandings, litters of intent, rcprescnlations snit agreements between the parties, oral or written, are superaotled by and merged in this Agreement, wlticlt alone fully and completely expressos the agreement between them in wnnection with this transaction and which is entered into after full investigation, neither party relying ttl)un nny stetentent, understandings, repre9cntations or sgroemtnts made by the other not entbodieil in llris Agreement. 27. l lac of the Word "Heroin". Uso of the words "herein," "hucof," "ha~eundcr" and any outer words of similar import refer to this Agreement as a whole end not to any particular article, scction or other paragraph oCthis Agreement unless specifically noted otherwise in this Agreement. r~ U NOV=01-01 06:15 FROM= VILLAGE OF TEQUESTA ID: 5615756203 PAGE 26 • 28. pate of AerfQ~~, If the date of the performance of any form, provision or condition of this A®rcement shall happen to fall on a Saturday, Sunday or other tton-Business l7ay (i.e. a day in which banks are closed), the deco for the performance of sucl- tern, provision m' condition shall be extended to the next succeeding Business laay immediately thcrcatler occuniug. 29. Third Parties. This Agreement shall not be deemed to confer in Favor of any Ihird panics any rights whatsoever as third-party beneficiaries, the parties hereto intending by tlic provisions hereof to confer no such benefits or status. 30. Nn MOdjfi a I n. This Agreement constitutes the entire agreement between tlrc panics ltcreto with respect to the transactions contemplated I~ereby and it supersedes all prior • understandings or agreamente between the parties as to fire subject matter lurcof. No term nr provision of this Agreement may be changed or waived, discharged or terminated orally, but only by an iustrumont in writing signed by the party against which enforcement of the ch2ngc, waiver, diechargo or termination is Bought. • NOV-01-01 06:15 FROM: VILLAGE OF TE~UESTA ID: 5615756203 PAGE 27 • VILLAGE OF TEQUESTA 11 nt ~ e: Elite lh A. Schauer Its: Mayor ' N:\I`S I t1Tf QI IESTAIAUI(EES.RE V(eb`) • lQ !MZ Tet]ucsta Proptrtics, Inc., a Florida corporation .. ~ C!'l1f~~ ~ p. tint Neme: 'J"n i ,~~ y., ~c~'~'~/r'~ .Z7~ (p a 5b l b ~/ bti'L10:3 rr~ui eo NOV-01-01 09=15 FROM= VILLAGE OF TEGIUESTA • This Rept-rchasa Agreement is executed February 1, 1999, by Village of Tequesta ("~tlirltE") and JMZ Tequesta Propertlesa, Inc., a Florida corporation ("1M~"). RECITALS • A. Tequesta has acquired fee simple title to the real property described in Exhibit "A" ltcrcto ("p®rcel No_ l ") from JMZ. H. JMZ and Tequesta have agrad in an Agreement (rho ",~~") dated Febru~~ry I, 1999, that JMZ would repurchase Parcel No. 1 upon the occutrenec of a condition precedent, as more fully set forth heroin. NOW THEREFORE, for valuable consideration, the parties hereto agree as follows: 1. ~tr,,,p~~eemcnt. This Repurchase /Ageement Itas been executed pursuant to llle Agreement. Defined terms used in this Repurchase Agreement shall have the same nteauings given them in the Agreement except as otherwise eat foctlt herein. 2, p~r~,-,J j~ 1 ~ P ~rcha~e Price. (a) JMZ abet! Gall and transfer to Tequesta, and Tequesta shall purchase from .IML fee simple title to Parcel No. 1. (h) The purchase price for Parcel No. I stroll be Four Hundred Scvcnly-$eve~~ Thousand bollara (S477,000.00). 3. ~pndition Precedent. As a condition precedent to tlta obligation ofJM2 to repurcl~asc parcel Nir. 1 from Tequesta, or of Taqueata to sell and convey Parcel No. 1 to JMZ, `I'egt~estn or u third party must trove fulled to Commence Construction ott parcel No. I of u village Fall o~' ollicr municipal, civic or cultural facility within two (2) years of the Effective Date. • 4. ('o ~tion of Ti!)fi. (e) No later than fifteen (15) days after the second anniversary of tl-c Effective Date, J1viZ shall obtain a survey of Parcel No_ 1 (the "$,hrvav") end a title insurance con~mitn,cnt (the ; "Tjtle Commitment") issued by a tide ineurenco company selected by JMZ (tltc "TitlrS4utu~X~7. ngrccinb to iesuc to JMZ, upon recording of the Decd, an owner's title insurance policy covering r • EX~IIBIT "C" NOV-01-01 06:15 FROM= VILLAGE OF TEQUESTA ID: 5615756203 'PAGE 29 Farce! Na. 1 in an amount equal to 5477.000.00. If the Title Commitment or the Survey discloses ills existcnco of any lima, encumbt'attees or other defects of exeaptiona which render title to Parcel No. 1 unmarketable, then JMZ shall give Tequosta writton notice within five (S) days after JMZ's receipt of the Titk Cornmltment aad the Survey ("JMZ'~.,~jtle Notice") Specifying any title matters which reader title unmarketable ("~"). JMZ hereby waives any right JM7. may have to raise as an objection to title or as a ground for ]MZ'a refusal W close this transaction, any title matters which JMZ does not list as an Objection In a timely delivered JMZ'ta Title Notice. The tide mntters which JMZ did not timely object to arc horeinafter tailed the "Petznitted Excgation~." Tequesta shall notify JMZ within three (3) days of receipt of JMZ'e Title Notice as to whcihar Tequesta intends to remedy any oc ell of tho Objections, in which avert Tequesta shall Nava up to sixty (60) days from rho date of Tegttesta's notice to cure such Objections provided, however, that Tequesta agrees that it will romcdy any Objoctlona which may be cured by the payment of money. If Tequesta has not notlflad JMZ within tht•ee (3) days of receipt of JMZ's Title Noticc of its intent to remedy any or all of rho Objections, or if Tequesta elects not to cure ail of the Objections, JMG shall have the right oither (i) to torminate this Agreement by giving written notice tltcrcoC to Tequesta within two (2) clays of the expiration of llte reply period or receipt of Tequesta's election not to curt and upon such tatrnination, the parties hereto shall have no further liability or obligation lterettnder, or (il) to waive rho Objections end consummate the purchase of Parcel No. 1, witltottt Any abatement or reduction of the price, subject to the Objections which shell be doomed to be Permitted Exceptions. Should Tequesta olect to care and be unsuccessful in completing semo, lM2 may elect to terntinate this Agreement (pursuant to Seelion 4.(a)(i) about) or to waivo the Ubjections (pursuant to SCCtion 4(a)(ii) above) and proceed to close under the provisions es stated hcrcitt. (b) Notwithstanding anything to the contrary herein, JMZ ecktx~wledges thel lhc~ exceptions to title shown on the survey and title policy which Tequesta received when it acyctircd Parcel No. 1 from JMZ shall not be deemed Objections to title. If JMZ detorniines that any exeeptione render title to Parcel No. 1 unmarketabla, ur render Paieel No. 1 ttnsuilable for 1MZ's Intended, use, then JM7..'a toile rcrnady will be to terminato thic Agreement as provided iu 3uaiutt 4(a)(i) about. 1:~flfl~II$- (a) Closin ate and..Pa9GS. The closing Hereunder (the "~jQ~j~") shall take place on or before sixty (60) days efler the second anniva~ry of Effective Date. Tho Cloautg shall occur at the offices of Tequesta's coutt~e) AI SOS South Flagler Drive, Sttite 11 W, Wcst Palm Dca~:l,, Florida 33401. (b) 7~e uesta'a Uocttmenta. At Closing, Tequesta shall deliver, ut cHUSC to be dclivc~cd, tLo fulluwiug lions W Tcyucsta (^Tglucsta's clocumcnte"): • (i) especial wtuianty deed (the "Q~") in rocordable form, wl-iclt Decd shnll be affective to vest in TMZ marketable fee simplo titlo to Parcel No. 1 subject only to the Permitted Exceptions; , T1OV-01-01 06.16 FROM= VILLAGE OF TEQUESTA ID: 5615756203 PAGE 30 C, (li) a "FIRPTA" affidavit attesting to Tequesta's name, address, tax identification number and notrforoigtt status as squired by Section 1445 of the Internal Revenue Code and regulations; (iii) an afTidavit stating that deers have been no improvements to Parccl Nn. 1 for the ninety (90) day parted irttmediatcly preceding the Closing (other than work done by or on behalf of JMZ) or, !f there have boon any such improvements (other then work done by or on behalf of JMZ), that all Honors in connection with Bald Improvements have been or will be paid in fill at or prior to Closing; that there are no persona or entities in possession of all or any portion of Parccl No, 1 otlur than Tequasta and other then any tenants of the Retail Building (if the Retail Building has not then boon demolished); end that there are no unrecorded easemrr,ts or agreements which • Tcquesta has actual knowledge of and which affect title to or relate to the Property; (iv) a eloeing statement (the "losing St~temenl") ro[lectittg all credits, prorntions and adjustments contemplated hereunder; (v) any authority documents required by the Title Company to evidence Tequesta's eutl~ority to convey Parcel No. 1; and (vi) all other documents Teyuesta is required to deliver pursuant to the provisions of this Agreement. , (C) ,~17.'e Docu-n nts. At or prior to Closing, JMZ abet I execute, acknowledge.. and/or deliver, as applicable, the following hams to JMZ ("Jhlz's Documents"); (i) the Closing Statamanh (ii) the purchase pricy provided for in Section 2.(b) lrercof; and (iii) all other documents JMZ is required to deliver pursuant to Ilse provisions of this Repurchase Agreement. (d) Closin~E pensos. JMZ shall pay all documentary stamp texas reyuircd to be paid as to the Dad, the coat of recording any corrective instniments, the title insurance premium t~pplicablc to en owner's policy, search fees and examination fees charged by the Title (:ompany, the cost of recording the Deed, and all survey feoa end charges. Tequasta end JML shall bo responsible for their respective attorneys' fens and attest closing costs. • ~ PInT9tlflltG Except es otherwise eat forth below, ells following shall be prorated and apl~orflonctl as of the close ofbualness on the day preceding the Closing: real estate luxes, based on the mr.ixinium ; V-01-01 • 09=16 FROM= VILLAGE OF TEDUESTA ID= 5615756203 discounted amount otauch taxes based oa early payment. if rho Closing occurs before the current year's millage is fixed, and if the ctttrent year's assessment is available, taxes shall be prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes will be prorated based upon the prior yews tax. Any tax prorationa based on an estimate, at tlu request of either J1v1Z or Tequesta, shall be subsequently readjusted upon the receipt of the actual tax bill for the year in which Closing takes place. ~, w -roe,,... parcel NQ~(„Prior to .losin¢_ Between the aacond anniversary of the Effective Date and tha Closing, Tequeata shall not take any action which would materially im(+air or adversely affect the ctttrent condition, usa end operations of Parcel No. 1. • [f for any reason IMZ fails, neglects or refuses to perform its obligations under this ltepurchasc Agcement, Tequosta may, ae its eolc remedies, either ecek specific perfom~ance of this Agreement or terminate this Agreement and bring an action for damages. Tequesta agrees that the foregoing remedies shall be the soft end exclusive remediesq available to Tequesta in the event of a default by JMZ and Tequeeta hereby waives any and all other rights, in cyuity or at law, whicl+ it might otherwise have against JMZ (including, without limitation, rite right to any capsequential or other damages) in connection with any such default. If for any reason Tequesta fails, naglects or rafuaea to perform its obligations under' this Rapttrehaee Agreement, .IMZ may. ae its sole remedies, either Beek specific performance of tl+is Agreement or terminate this Agreement end bring an action for damages- JMZ agrees that tl+c foregoing remedies shall bo the sole and exclusive remedies available to JMZ in the cvcnl of n default by'1'equosta and JMZ hereby waives any and all other rights, in equity or at law, wltict+ it might otherwise have against Tequcata (including, without limitation, the right to any eonsulucnlial or outer damages) in connection with any such default. 10. 6tIQiI1FYs~ Fats. In the event ei~her party hereto shall default in the performance of any of the terms and conditions of this Repur halo A~e ant, the prevailing party shalt ba entitled to recover all costs, cl+ergea and expenses of enforcemeit~ (nelu<ling reasonabte attorneys' and paralegal fees, wl+icl+ reasonable fees shall include attorney 'and paralegal fees incurred in any trial or al~pellatc proceedings. • ll. $iI1d11~HffGG1. This Repurchase Agraamont shall bo binding upon, shall inure to the bencGt of, rind shi+ll be cnforeeeble by, the parties hereto and their respcclive heirs, personal reluesentntives, PAGE MOV-01-0I 06=17 FROM= VILLAGE OF.TEQUESTA ID= 56:15756203 PAGE 2 ~ ~ • successors and permitted assigns. 12. Qpverning Lew. This Repurchase Agreement shall ba govarnad by and construed under and in accordnnce with the laws of the State of Flotilla. 13. ]neertion o£ .erYeetions or odiflce ions. Typewritten or hendwrittcn provisions inserted in flue Repurchase A.greetttent or iu tl+e exhibits hereto (end initialed by the parties) shall control all printed provisions in contlicl llrcre with. l4, Time of Essence. 'Time shall be doomed of the essence with respect to consummating tl~c transactions contcmplatcd under this Repurchase Agreement on the Closing and with respect u~ all other obligations of Teqttesta and JMZ hereunder. l S, ~untemerls. This Repurchase Agreement may be executed in one or more counterparts each of whict+ shall be deemed an original but all of which shall eonstitutc one and the same kepurchasc Agrecment. ' 16. ~L1itYll• Except as otherwise provided herein, lho falltrre of JMG or Tegttesta Io insist upon or enforce any of their respective rights henettnder shall not constitute a waiver thereof. ! 7. instruction. Each party hereto acknowledgae that all parties hereto have participated i++ the draRing of this Repurchase Agrecment and that accordingly, no court constn+ing this Repurchase A greetnent strait construe it more stringently against one patty than the other. 18. ~'' ions, The captions used heroin have been included (or convanicncc of rcfarcnco only and • sl+all not be deemed to vary the coolant of this Rapurchasc Agrecment or limit the provisions or scope of any section or paragraph hereof. 19. PT~>]4Lt16- i 5 NOV-01-01' 06:17 FROM= VILLAGE OF TE~UESTA ID: 5615756203 PAGE 3 • All pronouns end any variations thertof shall be doomed to refer to tl,c masculine, feminine, pouter, eingttlar, or plural as the identity of the parson or entity may require. 20. S~vcrability. Wherover possible, each provision of this Repureltasa Agreement shall be interpreted itt euelt manner es to be e(t'octive and valid under applicable law, but in the event that any provision of this Repurchase Agreement shall ba pmhibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the rerttaindcr of such pmviaion or the remaining provisions of this Repurchase Agreement. 21. ~J~ItGT. Teqttesta represents and warrants to JMZ that Tequoste ltas not dealt with any real estate brokcr, Grrn or person in connection with the transactions eoatamplated under this Rcpttrcltase Agreement Tequtata dons hereby agree to indemnify and save JIvIZ harmless from and against any and ell claims, suite, demands or liabilities of any kind or nature whatsoever (including, but not limited to, all attorneys' foes and all court costs, including any appaifate proceedings and appeals) arising out of the broach by Tequesta of the forogoing representation or wam-nty. JMZ represents and warrants to Tequesta that JMZ has not dealt with ally real estate brokcr, Finn or person in c~nneetion with the transactions contemplated under this Repurchase Agreement, nor has JMZ bee„ introduced to Tequosta by any real estate broker, firm or person. JMZ does (treby agree to indemnify and save Tequceta harmless from end against any end 811 claims, et,its, demands or- liohilities ofany kind or nature whatsoever (including,. but not limited to, all attorneys, fees and all court costs, including any appellate proceedings and appeals) arising out of the breach by JMZ of the foregoing representation and warranty. 22. ~t19lIIDIIiGnI• Tltia Agreement may be assigned by either party with the prior written consent of tl,c otlur party, which consent each parry agrees !twill not unreasonably withhold. 23. Ml~~. All prior atatentcnte, undoratandings, letters ofintent, representations end agreements Itetwee,t the parties, oral or written, are superseded by turd merged in lltis Repurcltasc Agreement, wl,icl, alone fully and completely exprea®as the agreement between Thom in connection will, this tn,nsaction end which is entered into after full investigation, neither party rclyi,tg upon any • stotement, undoratanding, reproeantation or agreement made by the other nut cntbodiod itt this Rcpurchstsc Agreement. Excapt as otherwise expressly provided herein, all oC Tognesta'~ reproscntstions, warranties, covenants and agreements heroin shall merge in the documents and agreements executed at the Closing and shall not survive the Closing. PIOV=01-01 06:17 FROM: VILLAGE OF TEQUESTA ID: 5615756203 PAGE 4 • 24. i Ise of rho Word "Herein". Use of the words "herein," "hereof;" "hereunder" end any other words of similar import refer to this Agreement as a whole and not to any particular article, section or other paragraph of this Repurchet;c Agreement unless specifically noted otherwise in this Repurchase Agreement. 25. D to of Performance. If the date of the performance of any form, provision or condition of this Repurchase Agreement shall happen to fall on a Saturday, Sunday or other non-Business Day (i.c. a day in wlticlt hanks are closed), the date for the pedomlaneo of euclt term, provision or condition shall be extendttl to the next succeeding Business Day immediately thereafter occumng. 2tS. Third Parties. This Repurchase Agreement shall not bo deemed to confer in favor of arty tltircl parties any rights whatsoever as third-parry beneficiaries, the parties hereto intending by tltc provisions hcraof to confer no such benofsts or status. 27. Accentanco of rho Deed. The acceptsnce of the Decd by JMZ shall be deemed to be rho full perfotmattcc atttl discharge of every agreement, obligation, and covenant, guaranty, representation, or warranty on the part of Tequasta to be performed pursuant to the provisions of this Agreement in respect of Pnrccl No. I . Tltis Section shall survive the Closing. 28. No Modificalton. This Repurchase Agreement constitutes the ctrtire agreement between lho parries liercto with respect to the transactions contamplatod hereby and it ettptuseclcs all prior understandinbs or agreements between the ptuties as to the ettbjact matter hereof. No term or provision of this Repurchase Agreement may be changed or waived, discharged or terminated orally, but only by art instntment in writing signed by the party against which enforcement of the change, waiver, discltnrgc or termination is sought. 29, gallon ~. Radon is a naturally occurring radioactive gas that, wltcn it Itas accunutlated in a building In sufficiatt qualities, may present health tyske to parsons who are exposed to it over titnc. Lovely of radon that exceed federal and stale gttldalino have beets found in buildings its Hlorida. Additional information regarding radon end radon testing may be ob[aincd from yuttr • county public health unit. NOV-01-01 09=17 FROM= VILLAGE OF TEQUESTA ID= 5615756203 PAGE 5 • • VILLAGE OF TEQLiESTn ~' ~ ~~ H - ~.~-. P nt e: Eli2a th A. Schauer Its: or JMZTequeata Properties, lac., aFlorida corporation p (Name. r• ,~~•~..<~`"' cH~t,.. ts: t.1M1TED E SONAL 1ND~RT'AKi~j~ If JMZ shall fail to perform its obligation to repurchase Parcel No. 1 under Paragraph 7 of this R.erurcltase Agreement, and if, following JMZ's failure to repurchase Parcel No. 1 in accordnncc with the JMZ Repurchase Agreement, Tequesta shall ea11 Parcel No. 1 to a third party and llto Net Procaods (es heroinafler dofinul) shell bo lass than $477,0(10.170, Ihan Jo1m M. Zuccarelli, tll. individually, will immuliately pay to Tequcsta the lesser of $250,000.00 or llte amount by which $477,000.00 exceeds tho Not Proceeds recel~ed by Tequesta hom the conveyance of Parcel No. l . Titc marketing of Parcel No. 1, and the timing, manner, mothod, terms aft<1 price of the Salo of Parcel No. 1 shall be in the Bolo and abaoluta discretion of Tequesta. Tequcsla may offer 1'arcol NCB. I Ior Salo et any price, on any terms and at any time, and may enter into a contract to sell and may sell Parcel No. 1, at such prlco and upon such farms u Tequesla shall, in its sole and absolute discretion, doom appropriate. John M. Zuecarelli,llT, hereby weivas end surronders any right to object to the manner, timing or terms of the sale of Parcel No. 1, and agrees not to raise as a defense in any actio,t brought by Tequesta to collect damages fi~om Johtt M. Zuecarelli, Ill, under this pawabraph, that Tcqucsta failed to proporly market Parcel No. 1 or Palled to obtain the highest sales price possible for I'arccl No. 1. For purposes of thla Limited Personal Undertaking, the lctrtr "J~Lj~p~" shall • moan the gmss sales price for Parcol No. 1 leas ell expenses of sale which Tequcstn is contractually obligated to pay in connection with the sale of Parcel No. 1 including, without limitation, a„y rerording costs, documentary stamp taxes, title insuranco premium end related costs, broker commission and tax proralions, and furthor lees interest on the sum of $477,000.00 at the rate of NOV-01-01 06=16 FROM= VILLAGE OF TEQUESTA iD= 561575b110:i rr.vc. .~ C] eight percent (8%) per annum fi-om the date JMZ ahall havo failed to pecfotm its obligation to purchase Parcel No. 1 under this Repurchase Agreement to the date Tcquesta shall convey Parcel No. 1 to a third patty. ohn M_ Zuccar ,individually r,:~s~nrcQuesr~~aevuaciu,aevl.brl • 1r, u NOV-01 -01 0f3 = l E3 FROM = VILLAGE OF TEOUESTA I D = 561 575b'Lb:i rr.v~ C7 E7(i{IBIT "A" LI:CiAL OLsSC(til'-1"lON Nnltcr_L NO. 1 LYIN<i IN SECTION ~0, TOWNSI•IIP 40 SOUTti, R/~NGE 41 CAST I'.AST, PALM UCACN C:OUM!Y, l'(.ORI )A'(?tGING MORC PARTIC(.1(.ARINY l= 4] • DLSCRIE3CD AS FOLLOWS: C'Uf,4Ml:NCING A't' ~1"l1L• t'UINT ()1' lNl'L•ItSIiC'~IUN OF TI•IE GENTEIL(.INE UI' STATE ROAD NO. S (US HIGHWAY N0. 1) WITH TIDE SOUTI•I LINE OF SECTION 30, TOWNS alt' 40 SOUTH, RANGE 4) EAST; THENCE NORTFI 01°54'55" EAST (BASIS OF Bf_ARINGS). ALONG T(~E SAJO CENTERLINE, A UIS1'ANCC OC 695.55 FEET TO A POINT ON TI•IE EASTERLY EX'T'ENSION OI' T1iE NORTH RIGHT-OF-WAY LINE OF DRIDGE ROAD (PER DEED HOOK I IGG, PAGE 552 OF'1'i{E PUHLIC Rf_COILDS OF PALM 4EACl1 COUNTY. FLORIDA): THENCE SOUTH 89°46'55' WELT, ALONG SAID EASTERLY EXTENStON AND SAID NORTi{ RIGHT-OF-WAY LME, A DISTANCE OF 673.37 pL~6T TO Tfl(i POINT Of BEGINNING; TI{ENCE CONTiNUG SOUTT{ 89°a6'S5" WEST, AI-UNG SAID NORTH RIGHT-OF-WAY LINL•, A DISTANCE OF 203.21 1~1_.6T;'1'ltt;NC:E NORTIi 00°13'05" ~YEST, A UI~TANCE O~ 224.57 FLET; THENCE NURT[-l t19°46'55" EAST, A DtS7ANCF OF 263.52 FEET; THENCE SOUTk[ 18°4)'la" WGS'T, A DISTANCE OF 87.10 FEET' TO THE BEGINNING OF A CURVE, BL•iNG GONCAVE'f0 THE EAST ANO HAVING A RADIUS OF 130 FEET; THENCIr SOUTI{ERLY ALONCI T1-1E ARC OF SAID CURVE T!•iROUGH A CENTRAL. ANGLI: OF IS°56'18°, FOR AN ARC LENGTH OF 42.97 FEET; '['HENCE SOUTH 0°13'05" EAST, A DLSTANCB OF 74.99 FEET; TkI13NCE SOllTFt A4°46'55" WEST, A DISTANCE OF 35.]6 FEET TO THE POINT OF BEGINNING. SAID PARGELCONTAINS 1.21 IG ACRES MOR60R LESS, y. oa~rar ~.r~ iY.un~ «.~ NOV-01-01 09=16 FROM= VILLAGE OF TEGIUESTA ID= 561575/6203 rr,..i o ' :,.1:"11111 i -~ ~ ~ ~ ~ , / ~~, ~ ~ `~ I ..• - - ~•~ ~ s_im • • , . U~r.l='^='~~ ._ .. .. I t.oo o goo I 1.EGEhO ~ . .. OB _ .. OEEO BQOK ` -' ~ OFf IC11ll• pECORDS 900K ~CAL~ 1 N., F'~ET - ` ' ~ ~GD Pr~GE ,~ 5~ ~ ~ _ 0 '. ~ .so2 p.. ja ~'•d .aa' 1+69' ~7' la• E 199. 1 ~' S 1 ~ ~ r '~- w. ~. ~ q LQ ~ •• p 4 ~ ' d ,,,~., ~,T~sG're' a•tl!'56• ts~ . ;. ~ PARCEL NQ. 2 q~7fl~i O()' V A•~2^S7' w -- ~, d3. 656 S. F.. ~•za; t~ ~ I ~. ~' 1: 002 Ac. ~ a- I>;c - sa co' ~ ~. lla ~ .,• / •1`t~~il.tl_' h(f.c 3,.. ~-t3Urc-D/urr :n _ h~ Ip-1 fl' S5' l8' $ " ~ a.~1.91' ~ 1~-10.~eC' .~i ~. N ~:. ~ ~o x•23, it ~' ~ P aRCE~ too. 1 ~ ~ - ~ ~ ~ ~ • ~. ~1 ~V bC. ~+ ~ • Hr ~ . ~ ~ ~ ~ -~~os. € 300.00' 60. l6' • ~~' ~y_ : i 10. oa- ~ za3.21' • ~ ~~~` a<6' S5`~I 5t5. ~2 SQg' 46 55' M `~ I Sa9• d6' S5' N 673.37" ~ 8A 1 DC~E RQAO . 'POINT a~ sEr; Ix}rI>wc _ Q 1 ~ a_ e. , t 166. Po. X52 4 0 ~ ~ _~. .-_ ~a..~ } ---- .. .:•,~•ci cratlrtc~r~ac ~ POIHY 4F CO}IMENGEIt>~NT 1D~,~~~-~-- ' • I NfEASEGT 1 ON Of THE CEN1 CAL I NE OF [1Malu?1u1 c [ ST>1TE AQ~O Na, 5 (ll. S. N f 6NNrt Y Na_ t i uc crc t flS, I c rTexRt a. ~~~~ 1'~1 • c~i ~cl:rtul a~ ~.~. ~so2 tLIPI~~ Kctsr l1 QK lh• ~~ _ kltJ~ tHE 50U~N l1NE of sEctlaH 30. Sao EtfMttE ccl~c~ aArrE o~~s: __/- ~~~_~-q_ ~ (aKNSt(lP a0 SOUiH~ A-,NGE as EAST sir IE to ` IrfJl r.i~ s.cM. r~ »<a~ •har~ _t Sttl eerG~55 . ~ }lOTE= SKETCH TO ~CCQIIPANY 1)ESCR 1 PT 1 QN, .~~cr urn J'F.11 ~ ~ ~ MOT ~ SUR1'Fr. ^or gale ttlhoui o~6 stexitt~ atrcrN.c rt,.ealp. ~ttF,ra~o ~arEroR iro CVN1S~~yUri~+,~ ~ tv~~,~~C~. SK7'1CHIT0 ACCtSNPRNY DESCRIPTION corlSc,~.7ttcc ENGIr~AS IN4 EQA ~ a,OATION Of SECTION 30, yap CXECUTIVE CTa_ pTt„ tpq !Or(1cSMRP 1o StnJtH• a,lpGE ~3 frl5l 1rEST PItI.N HEACF(, f10A10~ f061 P~RCElr Na, _3 0!+ COIINECTOH 1=rInN C I~QiDGE AOalp Td r6QtlE5TA ORIt(E s~uE. .ioo xa P'a (S6l) se9-545 ~ ~.~r ~r rc~~~trfi Ci __ Q - ~ v'.f Yf ~~n ~T ./f~~f Plaintiff, • vs. VILLAGE OF TEQUESTA, a Florida municipal corporation and political sub-division of the State of Florida Defendant. MARY Defendant, VILLAGE OF TEQU A ("TEQUESTA"), moves this Honorable Court pursuant to Florida Rule of Civil the grounds that the pleadings and affida as to any material fact and that TEQU re 1.510 for final summary judgment on on file show that there is no genuine issue A is entitled to final summary =judgment dismissing Count I of the Complaint filed by Plaintiff, JMZ TEQUESTA PROPERTIES, INC. ("JMZ"), on October 31, 2001 and dismissing as moot the Counterclaim filed by TEQUESTA on November 20, 2001, and ~n support thereof, states as follows: ATEMENT OF FACTS 1. This action arises out of a series of agreements entered into on February 1, 1999 between TEQUESTA and JMZ concerning real property located in the village center in Tequesta, Florida, including a Purchase and Sale Agreement, an Agreement, parcel referred to as "the Roadway Parcel." See id. ¶ 2; Ex. C to Agreement) 2. Pursuant to the Agreements, TEQUESTA agreed to purchase Parcel 1 from JMZ. TEQUESTA also agreed to purchase the Roadway Parcel and to construct a public road thereon. JMZ retained title to Parcels 2 and 3. See Ex. B to Compl., Agreement, Recital A, ¶¶ 2, 4, 10). 3. On March 16, 1999, TEQUESTA took ti#le to Parcel 1 and the Roadway Parcel. See Compl. ¶ 7; Affidavit of John M. Zuccarelli, dated Nov. 5, 2001, ¶ 8; Answer ¶ 7). 4. The Agreements provide that should TEQUESTA fail to commence construction of a village hall or other municipal facility on Parcel 1 within two (2) years after the Closing, JMZ shall repurchase Parcel 1 from TEQUESTA for the, purchase price of $477,000. See Ex. B to Compl., Agreement ¶ 7, at pp.4-5; Ex. C to Compl., Repurchase Agreement ¶ ¶ 2, 3). 5. On November 5, 2001, JMZ filed this action seeking specific performance with respect to its right to repurchase Parcel 1. See Compl. ¶ 15; Answer ¶ 15). JMZ also sought injunctive relief to prevent TEQUESTA from demolishing the building located on Parcel 1. (Compl. ¶¶ 18-21). This Court denied JMZ's request for temporary .~ injunctive relief on November 20, 2001. (See Order Denying Plaintiffs Motion for 2 A ~ ! . C: .- - ~ - in the amount of $477,000. See Ex. A to-the Affidavit of Peter S. Holton, Esquire). ' ~ . 7. TEQUESTA responded to JMZ's offer to repurchase Parcel 1 by letter dated April 12, 2002. See Ex. A to theAffidavit of John C. Randolph, Esquire). TEQUESTA advised JMZ that the Village Council had authorized the acceptance of JMZ's offer to repurchase Parcel 1 for the amount of $477,000, all as set forth in JMZ's letter of November 6, 2001. See id. TEQUESTA proposed that a formal closing in accordance with the Agreements between the parties be set within thirty (30) days. TEQUESTA further proposed that JMZ make payable to it a cashier's check in exchange for a deed from TEQUESTA. See id. TEQUESTA stated that it would entertain closing within a period of time not to exceed sixty (60) days from the date of the letter, if JMZ did not consider thirty (30) days a sufficient period of time within which to close. See id. 8. On May 10, 2002, counsel for TEQUESTA wrote to counsel for JMZ, advising that it had received no response to the letter of April 12, 2002 in which TEQUESTA indicated its willingness to sell Parcel 1 to JMZ for the amount of $477,000. See Ex. B to Randolph Aff.). Because TEQUESTA had no# received a response, it advised JMZ that it had decided to schedule the closing on June 14, 2002, at 10:00 a.m., at the offices of its counsel, Jones, Foster, Johnston & Stubbs, P.A. See id. 9. On May 28, 2002, counsel for TEQUESTA forwarded to counsel for JMZ 3 had not received a response to his letter of May 28, 2002 regarding the closing documents. See Ex. B to Dahlmeier Aff.). Counsel for TEQUESTA requested that any comments from JMZ regarding these documents be forwarded to him as soon as possible so that there would be ample time to make any changes prior to closing. See id.). Counsel for TEQUESTA also requested that JMZ forward to him the closing documents that JMZ was required to provided under the Repurchase Agreement. See ice. 11. Counsel for JMZ finally responded to the letters sent by counsel for TEQUESTA on June 10, 2002, four days prior to the scheduled closing. See Ex. C to Dahlmeier Aff.). Mr. Fleck identified five matters which fie contended had to be resolved prior to closing and asked that counsel for TEQUESTA reply by telephone or facsimile so that the parties might "proceed toward a closing." See id.). 12. On June 13, 2002, counsel for TEQUESTA responded by facsimile letter to the closing issues identified by JMZ on June 10, 2002. See Ex. D to Dahlmeier Aff.). With regard to three of the objections to closing raised by JMZ, counsel for Tequesta . responded that those matters were not conditions to JMZ's obligation to close on Parcel 4 TEQUESTA reiterated that it remained ready,- willing and able to convey Parcel 1 to JMZ in accordance. with the terms of the Repurchase Agreement at the closing on June 14, 2002. TEQUESTA further agreed to extend the closing time from 10:00 a.m. to 2:00 p.m. on June 14, 2002, to permit JMZ additional time to review TEQUESTA's response. See id. . 13. Counsel for TEQUESTA was present at the offices of Jones, Foster, Johnston & Stubbs on June 14, 2002 for the closing of the repurchase of Parcel 1 from JMZ. See Dahlmeier Aff. ¶ 8; Holton Aff. ¶ 4; Randolph Aff. ¶ 5). At that time, TEQUESTA had performed all of its obligations related to the repurchase of Parcel 1 under the Agreements and was ready, willing and able to close. See id. However, JMZ failed to appear for the scheduled closing at 10:00 a.m., or at any other time on June 14, 2002. See id. ARGUMENT 14. When the material facts are undisputed and the moving party is entitled to a judgment as a matter of law, it is the court's duty to enter summary judgment. See Castellano v. Raynor, 725 So. 2d 1197, 1199 (Fla. 2d DCA 1999). Rule 1.510(c) provides that summary judgment "shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file together with the 5 #hat he is ready, willing and able to perform the contract... -See Hollywood Mall, Inc. v. Capozzi, 545 So. 2d 918, 920 (Fla. 4~' DCA 1989) (reversing grant , of specific performance when there was no evidence that prospective purchaser was ready, willing and able to perform contract); Glave v. Brandlein, 196 So. 2d 780, 781 (Fla. 4~' DCA 1967) (finding plaintiffs failed to establish righ# to specific performance when they had neither tendered purchase price balance nor shown their willingness and present ability to do so). "Able" to perform the contract "means that the proposed purchaser is able to command the necessary moneys to close the, deal on reasonable notice or within the time stipulated by the parties." Hollywood Mall, 545 So. 2d at 920 (quoting Perper v. Edell, 35 So. 2d 387 (Fla. 1948)). 16. It is also awell-established principle of contract law that a party's good faith cooperation is an implied condition precedent to performance of a contract. Where that cooperation is withheld, the recalcitrant party is estopped from availing himself of his own wrongdoing. See Bowers v. Medina, 418 So. 2d 1068, 1069 (Fla. 3d DCA 1982) (collecting cases). 17. Despite the fact that JMZ has sued TEQUESTA #or specific performance to enforce JMZ's alleged "right" to repurchase Parcel 1 under the Agreements, the undisputed facts demons#rate that JMZ is not "ready, willing and able" to close on the repurchase of Parcel 1_ More than seven months ago, JMZ indicated that it was "ready, willing and able to close immediately" on the repurchase of Parcel 1 and TEQEUSTA • 6 . ~ ~ ~~ thereafter accepted this offer. See Ex. A to Randolph Aff.; Ex. A to Holton .Aff.). Nevertheless, JMZ has .subsequently failed to respond to TEQUESTA s good .faith efforts to formally close the repurchase transaction in accordance with the terms of the Repurchase Agreement, as the Agreements between the parties require. See Ex. B to Dahlmeier Aff.; `Ex. ~ B to Randolph Aff.). TEQUESTA made every effort to schedule the closing of the Repurchase Agreement upon reasonable notice and at a reasonable time. TEQUESTA was ready, willing and able to close the repurchase of Parcel 1 from JMZ at the offices of its counsel Jones, Foster, Johnston & Stubbs, P.A. on June 14, 2002, the date set for the closing. See Dahlmeier Aff. ¶ 8; Holton Aff. ¶ 4; Randolph Aff. ¶ 5). JMZ nevertheless failed to appear at the offices of Jones, Foster, Johnston & Stubbs, P.A. for the closing on June 14, 2002 at 10:00 a.m., or at any other time. See id. . 18. Because the undisputed facts demonstrate that JMZ is not ready, willing and able to perform the contract between the parties and to repurchase Parcel 1 from TEQUESTA, JMZ is not entitled to the specific performance relief sought in Count I of its Complaint. TEQUESTA is therefore entitled as a matter of law to the dismissal of Count I of the Complaint. The dismissal of -Count I will render moot TEQUESTA's pending Counterclaim.' Because this Court has previously entered an order denying the temporary injunctive relief sought by JMZ in Count II of the Complaint, TEQUESTA also requests that this entire cause be dismissed with prejudice. WHEREFORE, Defendant, VILLAGE OF TEQUESTA, respectfully prays that the Court grant its motion and enter a final order dismissing Count 1 of the Complaint for failure to establish a genuine issue of fact, dismissing as moot TEQUESTA's ' By this Motion, TEQUESTA does not admit that JMZ would otherwise be entitled to the specific performance relief sought in Count 1 if it were ready, willing and able to close the repurchase of Parcel 1. 7 ,. Y ~ ,. ~~ Counterclaim, and further dismissing the entire cause with prejudice. TEQUESTA also requests the costs of this motion, including reasonable attorneys and paralegal fees, as authorized in paragraph 10 of the Repurchase Agreement see Ex. C to Compl.), and any other relief the Court deems proper. I HEREBY CERTIFY. that a true and correct copy of the foregoing- has been furnished by U.S. mail this day of June, 2002, to WILLIAM A. FLECK, Esquire, Kramer, Ali, Fleck, Carothers, Hughes, Gelb & Bornstein, 6650 West Indiantown Road, Suite 200, Jupiter, Florida 33458. • JONES, FOSTER, JOHNSTON & STUBBS, P.A. 505 South Flagler Drive, Suite 1100 Post Office Box 3475 West Palm Beach, Florida 33402-3475 Telephone: 561-659-3000 Facsimile: 561-832-1454 rFin C. Randolph orida Bar No. 129000 • N:UCR113153-G3lpleading-motion summ j-final.DOC 8 . ' IN THE CIRCUIT COURT OF THE 15r" JUDICIAL CIRCUIT, IN AND FOR PALM BEACH COUNTY, FLORIDA CASE NE3:: CA 01-11262-AJ JMZ TEQUESTA PROPERTIES, INC., _ a Florida corporation, Plaintiff, vs. VILLAGE OF TEQUESTA, a Florida municipal corporation and political subdivision of the State of Florida Defendants. FINAL SUMMARY JUDGMENT . THIS MATTER came before the Court on Defendant VILLAGE OF TEQUESTA's performance. The Court having considered the pleadings, the affidavits and the argument of counsel, it is hereby ORDERED AND ADJUDGED as follows: 1. Defendant VILLAGE OF TEQUESTA's Motion for Final Summary Motion for Final Summary Judgment in regard to Plain#iffs complaint for specific Judgment with respect to Plaintiffs complaint for specific performance is hereby granted. 2. Upon Defendant's filing of a voluntary dismissal, without prejudice, in regard to its counterclaim, this complaint shall be dismissed with prejudice. 3. Upon dismissal in accordance with paragraph 2, any and all notices of lis pendens filed in regard to this action are hereby dismissed and each party which filed a ... {Kr • ~; t:;.:~1 lis pendens in regard to this action is directed to terminate its lis pendens by a duly executed termination of lis pendens, to be recorded in the public records of Palm Beach County, Florida, by such party. 4. This Court retains jurisdiction to consider the matter of attorney's fees and costs to the prevailing party, Village of Tequesta. DONE AND ORDERED in Chambers, at West Palm Beach, Palm Beach Coun{{~~ SIGNED AND DATE Florida, this day of , 2002• ~ - 2002 OCR ~ 2 CI('CUIt COUrt Judge .~l.1DGE THOMAS H. BA ULL III Copies furnished: WILLIAM A. FLECK, Esquire Kramer, Ali, Fleck, Carothers, Hughes, . Gelb & Bornstein 6650 West Indiantown Road, Suite 200 Jupiter, Florida 33458 JOHN C. RANDOLPH, Esquire Jones, Foster, Johnston & Stubbs, P.A. Post Office Box 3475 West Palm Beach, Florida 33402-3475 • 2 ~ ~~ ~;; IIIIIIIUIIIIIiiII~Jlilll~iullliil~llll~l . 12/10/2002 14:49:36 20020654131 IN THE CIRCUIT COURT OF THE 15r" . OR BK 14510 PG 0834 JUDICIAL CIRCUIT, IN AND FOR PALM F~alm Beach County, Florida BEACH COUNTY, FLORIDA Dorothy H. Wi1F:en, Clerk CASE NO.: CA 01-11262-AJ JMZ TEQUESTA PROPERTIES, INC., a Florida corporation, Plaintiff, VS. ~ VILLAGE OF TEQUESTA, a Florida municipal corporation and political sub-division of the State of Florida Defendants. ~, I .,{~ .. ._ ll~.k .. ..J-. -, ._..., _. _. _ ~~L~ _~-~ _~ ,~' `cam ~ ;,- i ~ ~.C. FINAL JUDGMENT s" Wa~-•--•---~-- THIS MATTER was heard after entry of an Order granting summary judgment in favor of the Defendant, VILLAGE OF TEQUESTA. NOW, THEREFORE, IT IS HEREBY ORDERED ADJUDGED that Final Judgment is hereby entered in favor of Defendant, VILLAGE OF TEQUESTA, Post Office Box 3273, Te uesta Florida 33469. Plaintiff, JMZ TEQUESTA PROPERTIES, INC.,196 Tequesta q Drive, Tequesta, Florida 33469, shall take nothing by this action and Defendant; VILLAGE OF TEQUESTA, shall go hence without day. This Court retains jurisdiction to consider the matter of attorney's fees and costs to the prevailing party, VILLAGE OF TEQUESTA. DONE AND ORDERED in Chambers at West Palm Beach, Palm Beach County, r~ Florida, this ~_ day of ~eC , 2002. .. Circui ourt udge Copies furnished: WILLIAM A. FLECK, Esquire, Kramer, 6650 West Indiantown Road, Suite 200, Jupiter, Florida 33458, JOHN C. RANDOLPH, Esquire, Post Office Box 3475, West Palm Beach, Florida 33402- 3475 ~- F.A.. f~A.C3j (: C3Lli aY - y~Yi'.i; iJ~ FLORIDA I xi~;'_l~~t C~?R _ ~ Hi1T THE ~o.it;GGI>IG IS ~ "' U CCJ~Y 'r s L ? ~©}iD iN PAY Ll~ i T ,.. ~y 20, f?L~, THY H. Wl N ; ~ 1 ~._! f ( ~/ E~1t~6iT ~ LLGAL DCSCRif'"[ION PARCEL NU. 1 LYING IN SLC1'ION 30, '1'UV~'NSI-IIP 40 SOUTi-I, RANGE 4~ CAST A PARCC:L OF LAND LYING [N SECTION 30, TOWNS(-[(P 40 SOU('[-[, RANGE 43 EAST, PALM BEAC(-( COUNT', FLORIDA, BEING MORE PART[CUi_ARLY DESCRIBED AS- FOLLOWS: COMMENCING A'[~ T(~{E POINT OF [NTERSECT[ON OF TIDE CENTERLINE OF STATE ROAD NO. S (US HIGHWAY NO. O WITH THE SOUTH L[NE OF SECTION 30, TOWi~1SH[P 40 SOUTH, RANGE 43 EAST; THENCE NORT(-{ 03°54'55" EAST (BASIS OF BEARINGS), ALONG THC SA(.D CENTERLINE,'A DISTANCE OF 695.55 FCE1"CO A POINT ON THE EASTERLY EXTENSION OF THE NORT(-( RIG[-IT-OF-WAY L[NE OF BRIDGE ROAD (PER DEED BOOK [ [66, PAGE SS2 O(~ THE I'UBL[C RECORDS OF PALM BEAC(-( COUNTY, FLORIDA); THENCE SOUTH 89°46'55" WEST, ALONG SAID EASTERLY EX3~ENSION AND SAID NORTH RIGHT-OF-WAY L[NE, A DISTANCE OF 673.37 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTE{ 89°46'55" WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, ADISTANCE-OF 203.2 [ FEET; THENCE NOP.TH 00° (3'OS" WEST, A DISTANCE OF 224.57 FEET; THENCE NORTH 89°46'55" EAST, A DISTANCE OF 263.52 FEET; TI-ICNCC SOUTH l8°43'13" WES"C, A DISTANCE OF 87.10 FEET' TO T[tE BEGINNING OI~ A CURVE, BEING CONCAVE TO T'HE EAST AND HAVING A RADIUS OF l30 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF l8°56'(8", FOR AN ARC LEtiGTH OE 42.97 FELT; T(~E[~[CE SOUTH 0°[ 3'05" EAST, A DISTANCE OF 74.99 FF_ET; THENCE SOUT[-( 44°46'55" WEST, A DISTANCE OF 35.36 FELT TO T(-IE PO[tiT OF BEG[NN WG. C7 • ATTORNEYS' TITLE INSURANCE FUND, INC. PERSONAL UNDERTAKING COUNTY: PALM BEACH ORDER NO.: STATE: FLORIDA INDEMNITY NO.: WHEREAS, the Attorneys' Title Insurance Fund, Inc., either directly or through its agent,,Jones FosterJohnston & Stubbs, P.A., hereinafter referred to as "the Company," is about to issue its title insurance policy or policies or commitments therefor, all hereinafter referred to as "the Title Insurance Policy, " in respect to the land therein described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. AND WHEREAS, the Company in its search and examination preparatory to fulfilling said request has determined that title to said real property appears to be subject to the following item: Matters arising from that certain Complaint filed by JMZ Tequesta Properties, Inc., a Florida corporation, Plaintiff, vs. The Village of Tequesta, a Florida municipal corporation and political subdivision of the State of Florida, Defendant, filed on June 12, 2003 in the Circuit Court of the • Fifteenth Judicial Circuit in and for Palm Beach County, Florida, Case No. 2003 CA 6272 A.E. AND WHEREAS, the Company has been requested to issue the Title Insurance Policy, and may hereafter in the ordinary course of its business issue title insurance policy or policies or commitments therefor in the form or forms now or then commonly used by the Company in respect to the land or to some part or parts thereof, or interest therein, all of the foregoing being hereinafter referred to as "Future Policies or Commitments," either free and clear of all mention of the aforesaid items or insuring against loss or damage because of said items set out above. NOW THEREFORE, the undersigned, jointly and severally, for themselves, their heirs, personal representatives and assigns do hereby covenant and agree with the Company: 1) To forever fully protect, defend and save the Company harmless from and against all the liens referred to above, and from any and all loss, cost, damages, attorneys' fees and expenses of every kind and nature which it may suffer, expend or incur under or by reason of, or inconsequence of, the Title lnsurance Policy on account of, or in consequence of, or growing out of the items referred to above, or on account of the assertion or enforcement or attempted assertion or enforcement thereof or of any rights existing or hereinafter arising or which may be claimed to exist under, or by reason of, or in consequence of, or growing out of the items referred to above; 2) To provide for the defense, at their own expense, on behalf and for the protection of the Company and parties insured or who may become insured, against loss or damage under the Title Insur<•urce Policy (but without prejudice to the right of the Company to defend if it so elects) in all litigation consisting of actions or proceedings based on any items referred to above which may be asserted or attempted to be asserted, established or enforced in, to, upon, against or in respect to the land or any part thereof, or interest therein; 3) To pay, discharge, satisfy or remove all or any of the items referred to above, (a) on or before thirty (30) davs (b) when called upon by the Company after ten 10 days' notice in writing and mailed to the undersigned at the address set out below; and 4.) That each and every provision herein shall extend and be enforced concerning future policies or commitments. Nothing contained herein shall be construed so as to obligate the Company to issue its Title Insurance Policy, in the form requested herein. However, should the Company issue any such Title Insurance Policy, it will do so in reliance upon the undertaking of the undersigned and the issuance of such Title Insurance Policy shall be the consideration for the above undert<-rkings by the undersigned. The Company shall have the right at any time hereinafter, alter notice to the undersigned below, when it shall deem necessary, expedient, desirable or of interest to do so, in its sole discretion, to pay, discharge, satisfy or remove from the title to said real estate all or any of the items set out above. The undersigned covenants and agrees to pay to the Company, on demand, all amounts so expended. IN WITNESS WHEREOF, the undersigned has executed this agreement this 11~`day of November, 2003. VILLAGE OF TEQUESTA, a Florida municipal corporation and Political subdivision of the State of 1~lorid(a By: ~ (,~R.a,n~Mo ~d~aed-Restricli; Mapar Edward D. Resnik, Mayor N:\SLM\13153-69\ATIF Indemni£cation Agreen~ent.doc ~ -. E~tt~~~T'%P- " PA(ZCCL NO. LYING [N SL-'CT[ON 30, 'rUV~~NS[-i[I' 40 SOUT[-{, 2ANGE 4~ CAS1~ A PARCC:L OF LAND LYING [N SECTION 30, TOWNSI-I[P 40 SOU['(-i, RANGE 43 EAST, Pf~LM BEAC[-i COUNTY, FLORIDA, BEING MORE PARTICUi_ARLY DESCRIBED AS~ FOLLOWS: • COMMENCING A'[' TI-{E POINT OF INTERSECTION OF TI-{E CENTERLINE OF STATE ROAD NO. S (US HIGHWAY NO. O W[TH THE SOUTH L[NE OF SECTION 30, TOV~'t~lSH1P 40 SOUTH, RANGE 43 EAST; THENCE NORTH 03°54'55" EAST (BASIS OF BEARINGS), ALONG THI/ SA[.D CENTERLINE,'A U(STANCE OF G9S.55 FEET "CO A POINT ON TI-fE EASTERLY EXTENSION OF THE NORTI-{ R[G[-IT-OF-WAY LINE OF BRIDGE ROAD (PER DEED BOOK [ [GG, PAGE SS2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA); THENCE SOUTH 89°46'55" WEST, ALONG SAID EASTERLY EXTENSION AND SAID NOR`['I-i RIGHT-OI'-WAY LINE, A DISTANCE OF 673.37 FEET TO THE POINT OF BEG[NN[N(~; THENCE CONTINUE SOUT~I 89°46`55" WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 203.21 FEET; THENCE NOP,TH 00° 13`05" VEST, A DISTANCE OF 224.57 FEET; THENCE NORTH 89°46'55" EAST, A DISTANCE OF 263.52 FEET; THENCC SOUTH l8°43'13" WES"C, A DISTANCE OF 87. [0 FEET' TO THE 13EGINN[NG OF A CURVE, BEING CONCAVE TO 1'HE EAST AND HAVING A RADIUS OF I30 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18°56'18", FOR AN ARC LCtiGTH OF 42.97 FELT; T[{ENCE SOUTH 0°[3'05" EAST, A DISTANCE OF 74.99 FEET; THENCE SOUT[{ 44°46'55" WEST, A DISTANCE OF 35.36 FEET TO T[{C POItiT OF BEGINNING. • :'4; _ . • • • r m M~Ln O Z ~ Q N000 H ~ E O~ N fn.: Ql Q ~--I t-~ ~ ~ MO c~ ~ ~ J w ~, H J LL o ~a m W ~' _ ° W H LWL J ~ ~~ j ~f-N x w 1¢- Q N a w ~ m :: m .: F- ~ z tL F- ~ o o ~ o ~ ` S a _ ~ H J ~--1 J (n Z C7 N _ W O U ~: O ~ ~ d W ~ W ~ W ~ ~ O W O N N ~- Z _ w ~~i ~ J ('7 O U '--I U U a H Q (~ = N U ~ ~ z ~Y ~ ITO ~ ~ ' `a ~ N ~~ G o ~ > 0 z N ~~i OM Q Q ~ ~ ~ ~ m ~~ w~ OU ~U cn Q Z O V1 ~ ~ W ~ A ;~ O . ~ r p O Uj = ~ O Q O >j b' o 0~ .a p ^ °° ,. 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