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1. VILLAGE COUNCIL MEETING:
VILLAGE OF TEQUESTA
AGENDA ITEM TRANSMITTAL FORM
Meeting Date:
5/14/09 Meeting Type: Regular Ordinance #: Click here to enter text.
Consent Agenda: No Resolution #: Click here to enter text.
Originating Department: Manager
2. AGENDA ITEM TITLE: (Wording form the SUBJECT line of your staff report)
Approval of Lease Agreement between the Village of Tequesta and JMZ Tequesta Properties,
Inc. to provide a Municipal Park on Bridge Road -Village Manager Couzzo
3. BUDGET /FINANCIAL IMPACT:
Account #: :,lick here to enter text. Amount of this item: Click here to enter text.
Current Budgeted Amount Available: Amount Remaining after item:
Budget Transfer Required: Choose an Appropriate Fund Balance: Choose an item.
it:
4. EXECUTIVE SUMMARY OF MAJOR ISSUES: (This is a snap shot description of the agenda item)
Council approval of Lease Agreement between JMZ Tequesta Properties, Inc. -Main Street Village, Inc.
to provide for municipal park
5. APPROVALS:
Dept. Head: Finance Director: ^ Reviewed for Financial
Sufficiency
^ No Financial Impact
Attorney: (for legal sufficiency) Yes ^ No ^
Village Manager: ~~'
• SUBMIT FOR COUNCIL DISCUSSION: LEI
• APPROVE ITEM: ^
• DENY ITEM: ^
LEASE AGREEMENT
Between
MAIN STREET VILLAGE, INC.,
a Florida Corporation and
JMZ TEQUESTA PROPERTIES, INC.,
a Florida Corporation
(LESSORS)
and
THE VILLAGE OF TEQUESTA,
a municipal corporation of the State of Florida
(VILLAGE)
AGREEMENT OF LEASE
THIS LEASE made and entered into this day of May, 2009, by and between MAIN
STREET VILLAGE, INC., a Florida profit corporation, JMZ TEQUESTA PROPERTIES, INC., a
Florida profit corporation, hereinafter referred to together as LESSORS, and THE VILLAGE OF
TEQUESTA, a municipal corporation of the State of Florida, organized and existing under the Laws
of the State of Florida, hereinafter referred to as the VILLAGE.
WITNESSETH:
WHEREAS, LESSORS collectively own three (3) parcels of real property located in the
VILLAGE at or near the street address of 1 Main Street, which parcels are currently vacant, and
which parcels are more particularly described on Exhibit "A" attached hereto, hereinafter referred to
as the "PROPERTY"; and
WHEREAS, the VILLAGE desires to lease and use the PROPERTY for a municipal park,
and LESSORS desire to make the PROPERTY available to the VILLAGE for such a use; and
WHEREAS, LESSORS and the VILLAGE desire to enter into this Lease Agreement in order
to accomplish this.
NOW THEREFORE, in consideration of the rents, mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
PURPOSE AND INTENT
Section 1.01 Purpose and Intent.
This Lease Agreement is being entered into for the purpose of providing the citizens of
Tequesta with a municipal park on the PROPERTY.
ARTICLE II
THE PROPERTY
Section 2.01 Property.
In consideration of the rents, mutual covenants and agreements hereafter reserved and
contained on the part of LESSORS and the VILLAGE to be observed and performed, LESSORS
demises and lease to the VILLAGE, and the VILLAGE rents from LESSORS the PROPERTY,
comprised of approximately 3.19 acres, legally described in Exhibit "A", which is attached hereto
and made a part hereof.
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Section 2.02 Use of the Property.
The VILLAGE shall use the PROPERTY for parks and recreation purposes.
Section 2.03 Acceptance of the Property by the Village.
The VILLAGE has inspected the PROPERTY and accepts same in its existing condition
together with any defects, if any, subject to all matters of record, including the pending litigation in
Palm Beach County Circuit Court entitled JMZ Tequesta Properties, Inc. v. The Village of Tequesta
Case No. 502003CA006272X~~XXIVIB-AE, code violations as alleged or determined in VILLAGE
Code Enforcement Case Nos. 2008-00164 and 2009-00013, and cross-parking agreements for which
the PROPERTY is presently utilized. The VILLAGE further acknowledges that LESSORS have
made no representations or warranties of any nature whatsoever regarding the PROPERTY,
including, without limitation, the physical condition of the PROPERTY and any existing
improvements located thereon.
Section 2.04 Improvements and Alterations to the Property.
The VILLAGE shall have the right to make necessary and desired improvements, additions,
modifications or alterations to the PROPERTY in furtherance of creating a municipal park. This
shall include, but not be limited to, parking areas, restroom facilities, picnic facilities, fencing,
lighting and landscaping. All of the VILLAGE' S improvements to the PROPERTY shall be made
and performed in a good and workmanlike manner and shall be diligently performed to completion.
The VILLAGE shall comply with all applicable local, state and federal laws and ordinances.
Section 2.05 Waste or Nuisance.
The VILLAGE shall not commit or suffer to be committed any waste upon the PROPERTY,
commit or permit the maintenance or commission of any nuisance or other act or thing which may
result in damage or depreciation of value of the PROPERTY or which may affect LESSORS' fee
interest in the PROPERTY or which results in any unsightly condition.
Section 2.06 Governmental Regulations.
The VILLAGE shall comply with all applicable ordinances, laws, statutes and regulations
promulgated by the VILLAGE and all other county, state, federal and other applicable governmental
authorities, now in force or which may hereafter be in force, pertaining to the VILLAGE or its use of
the PROPERTY. The VILLAGE shall not use, maintain, store or dispose of any hazardous materials
on the PROPERTY or any adjacent land over which it has control in any manner not permitted by
environmental laws. For purposes hereof, hazardous materials shall mean any hazardous or toxic
substance, material, waste of any kind, petroleum product or by-product, contaminant or pollutant as
defined or regulated by environmental laws. Disposal shall mean the release, storage, use, handling,
discharge or disposal of such hazardous materials. Environmental laws shall mean any applicable
federal, state or local laws, statutes, ordinances, rules, regulations or other governmental restrictions.
Section 2.07 Assignment and Subletting,
The VILLAGE may, at its discretion, grant short term licenses reserving the park's facilities
for use by groups and may issue special events permits for use of the PROPERTY or any part
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thereof. Such permits or licenses shall not release the VILLAGE from any of its obligations under
this Lease. Further, the VILLAGE shall comply with and the VILLAGE shall be obligated to ensure
that such permits or licenses comply with the terms of this Lease Agreement and all applicable
Federal, State, and County laws, rules, regulations and ordinances pertaining to the foregoing
including, without limitation, the collection and remittance of sales tax as applicable. Except as
otherwise provided herein, the VILLAGE may not assign, mortgage, pledge or encumber this Lease
Agreement in whole or in part, nor grant any easements affecting the PROPERTY, without the prior
written consent of LESSORS, which will not be unreasonably withheld.
ARTICLE III
RENT AND TAXES
Section 3.01 Annual Rent.
The VILLAGE shall pay LESSORS an annual net Rent of One Dollaz ($1.00), payable
without notice on the Commencement Date and each subsequent anniversary thereof. Annual Rent
shall be made payable to Main Street Village Inc., or JMZ Tequesta Properties, Inc., and shall be
delivered to 104 Lighthouse Drive, Jupiter, Florida 33469.
Section 3.02 Ad Valorem Taxes or Assessments.
LESSORS shall at all times be responsible to pay or cause to be paid all legally imposed ad
valorem taxes and assessments, whether general or special, which may be levied against the
PROPERTY, before such taxes become delinquent. The VILLAGE shall at all times be responsible
to pay or cause to be paid, all legally imposed personal property taxes which maybe levied against
the VILLAGE'S personal property located on the PROPERTY.
ARTICLE IV
UTILITIES
Section 4.01 Provision of Utility Services.
The VILLAGE shall provide the PROPERTY with necessary utility services including,
without limitation, water, sewer, gas, electricity, trash collection and removal, or any other utility
used or consumed on the PROPERTY.
ARTICLE V
REPAIRS AND MAINTENANCE
Section 5.01 Responsibility of the Village.
LESSORS shall not be obligated or required to make or conduct any maintenance or repairs
whatsoever to the PROPERTY during the term of this Lease Agreement or any renewal thereof. The
VILLAGE shall keep and maintain all portions of the PROPERTY and all improvements currently
existing or constructed hereinafter on or about the PROPERTY, in good condition and repair, at the
VILLAGE'S sole cost and expense.
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Section 5.02 Insyection by Lessors.
LESSORS or LESSORS' agents shall have the right, upon reasonable prior notice to the
VILLAGE (except that no notice need be given in case of emergency) to enter the PROPERTY for
the purpose of inspection of the PROPERTY and the improvements located thereon. Any such
entrance into the PROPERTY shall be conducted by LESSORS in a manner calculated to minimize
interference with or disruption of the VILLAGE' S operations on the PROPERTY.
ARTICLE VI
DESTRUCTION OF PREMISES
Section 6.01 Damage or Destruction by Fire, War or Act of God.
In the event the PROPERTY shall be destroyed or damaged or injured by fire or other
casualty during the term of this Lease Agreement or any renewal thereof, the VILLAGE shall restore
the PROPERTY to the same condition as that which existed prior to such casualty. The VILLAGE
shall commence such restoration within a reasonable time after such casualty but in no event later
than one hundred and eighty (180) days of such casualty. The VILLAGE shall thereafter diligently
pursue such restoration to completion. All expenditures incurred by the VILLAGE as a result of
such restoration shall be reimbursed to the VILLAGE in accordance with the terms and provisions of
Section 8.05 below.
ARTICLE VII
QUIET ENJOYMENT
Section 7.01 Lessors' Covenant.
Upon payment by the VILLAGE of the Rent as herein provided, and upon the observance and
performance of all the covenants, terms and conditions on the VILLAGE'S part to be observed and
performed, the VILLAGE shall peaceably and quietly hold and enjoy the PROPERTY for the term
hereby demised and any renewal thereof without hindrance or interruption by LESSORS or any other
person or persons lawfully or equitably claiming by, through or under LESSORS, subject,
nevertheless, to the terms and conditions of this Lease Agreement.
ARTICLE VIII
TERM, RENEWAL AND TERMINATION
Section 8.01 Length of Term and Commencement Date.
This Lease shall be effective upon the Effective Date set forth in Section 13.15 below. The
term of this Lease shall commence upon the Effective Date (the "Commencement Date"), and shall
extend for a period of five (5) years thereafter, unless sooner terminated pursuant to the provisions of
this Lease Agreement.
Section 8.02 Renewal of Lease Agreement.
This Lease Agreement may be renewed for additional periods of time upon mutual agreement
of the parties.
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Section 8.03 Sale of the Property, Right of First Refusal.
After the conclusion of the initial five (5) year term of this Lease Agreement, LESSORS are
free to sell the entire PROPERTY or any portion thereof, with no money being due to the VILLAGE
for park improvements (See also, Section 11.03 hereinbelow). The VILLAGE shall have the right of
first refusal to purchase the PROPERTY or the portion thereof that is offered for sale, under terms
and conditions which are no less favorable to any third party purchaser. In order to exercise said
right of first refusal, the Village must notify LESSORS in writing of its intent to purchase the
PROPERTY or the portion thereof that is offered for sale under terms and conditions which are no
less favorable to any third patty purchaser within sixty (60) days from the date that LESSORS notify
the VILLAGE in writing of its intent to sell.
Section 8.04 Termination of Lease A Bement.
This Lease Agreement may be terminated as follows:
(a) by LESSOR'S sale of the entire PROPERTY as set forth in Section 8.03; or
(b) by 60 days notice from either party following LESSOR'S sale of only a portion of the
PROPERTY as set forth in Section 8.03; or
(c) by default of either party as set forth in Article XI herein; or
(d) by written notice of termination served upon the other party with a minimum of six (6)
months notice, after the conclusion of the initial five (5) year lease term, if the Lease
Agreement is renewed.
Section 8.05 Surrender of Property, Payment to the Village.
Upon termination of this Lease Agreement or any renewal thereof, the PROPERTY shall be
surrendered to LESSORS, or their successors and assigns. At such time, all expenditures incurred by
the VILLAGE for the construction of improvements and alterations to create a municipal park shall
be paid by LESSORS to the VILLAGE in accordance with the terms of Section 11.03 hereinbelow.
All such expenditures to be reimbursed shall be properly documented and accounted for by the
VILLAGE, and alI such documentation and accounting shall be available for inspection by
LESSORS at a time and location mutually acceptable to the Parties. Payment shall be due to the
VILLAGE at the time of the closing of the sale. In the event that LESSORS sell only a portion of the
PROPERTY as provided for in Section 8.03 above, then, at the time of the closing of the sale of that
portion of the PROPERTY, all expenditures incurred by the VILLAGE for the construction of
improvements and alterations to create a municipal park on the entire PROPERTY shall nevertheless
be paid by LESSORS to the VILLAGE in accordance with the terms of Section 11.03 hereinbelow.
Upon the closing of said sale, if notice of termination as set forth in Section 8.04 is not given by
either party, then this Lease Agreement shall be amended to reflect the legal description of the
remaining property subject thereto, and to provide for LESSORS' responsibilities relative to payment
of additional costs to re-configure the park as a result of said sale.
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ARTICLE IX
INSURANCE
Section 9.01 General Liability and Automobile Insurance.
Without waiving the right to sovereign immunity as provided by s.768.28, F.S., the
VILLAGE acknowledges and represents that it is insured for General Liability and Automobile
Liability under Florida sovereign immunity statutes with coverage limits of $100,000 Per Person and
$200,000 Per Occurrence; or such monetary waiver limits that may change and be set forth by the
legislature. In the event the VILLAGE maintains third-party Commercial General Liability and
Business Auto Liability, in lieu of exclusive reliance of self-insurance under s.768.28, F.S., the
VILLAGE agrees to maintain said insurance policies at limits not less than $500,000 for each
occurrence. The VILLAGE agrees to add LESSORS as an additional insured to the Commercial
General Liability coverage.
Section 9.02 Worker's Compensation Insurance.
The VILLAGE agrees to maintain or to be self-insured for Worker's Compensation &
Employer's Liability insurance in accordance with Florida Statutes, Chapter 440.
Section 9.03 Certificate of Insurance.
When requested, the VILLAGE agrees to provide a statement or Certificate of Insurance
evidencing insurance, self-insurance and/or sovereign immunity status, which LESSORS agree to
recognize as acceptable for proof of the above mentioned coverages.
ARTICLE X
INDEMNIFICATION
Section 10.01 Indemnification.
It is understood and agreed that the VILLAGE is a municipal corporation organized under the
laws of the state of Florida and is acting in an independent capacity in the performance of its
obligations hereunder and not as an agent, servant or employee of LESSORS. The VILLAGE shall
to the extent permitted by law, indemnify, defend and save harmless LESSORS from and against any
and all claims, suits, actions, damages and/or causes of action arising during the term of this Lease
Agreement or any renewal thereof for any personal injury, loss of life, or damage to property
sustained in or about the PROPERTY by reason, and during the use and occupancy of the
PROPERTY by the VILLAGE, its agents, employees, licensees, invitees and the general public,
except those involving LESSORS' negligence or intentional acts or omissions. Notwithstanding
anything herein to the contrary, the VILLAGE shall not be obligated to indemnify or hold harmless
LESSORS for matters which are judicially determined to be attributable to the negligent or
intentional acts or omissions of LESSORS; neither shall LESSORS be obligated to indemnify or
hold harmless the VILLAGE for matters which are judicially determined to be attributable to the
negligent or intentional acts or omissions of the VILLAGE. This section shall survive the
termination of this Lease Agreement or any renewal thereof. Nothing contained herein shall be
construed as a waiver of sovereign immunity or the statutory limits of liability set forth in Section
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768.28, Florida Statutes.
ARTICLE XI
DEFAULT
Section 11.01 Events of Default, Village.
The occurrence of any one or more of the following shall constitute an Event of Default by
the VILLAGE under this Lease:
(a) the VILLAGE'S failure to pay any sum due hereunder within thirty (30} days after the
same shall become due; or
(b) the VILLAGE'S failure to perform or observe any of the agreements, covenants or
conditions contained in the Lease on the VILLAGE' S part to be performed or observed if
such failure continues for more than ninety (90) days after notice from LESSORS unless
the same is of such a nature that it can not reasonably be cured within such a time period,
in which event the VILLAGE shall be entitled to a reasonable period under the
circumstances; or
(c) the VILLAGE'S vacating or abandoning the PROPERTY.
If any Event of Default occurs, then at any time and thereafter while the Event of Default
continues, LESSORS shall have the right to give the VILLAGE notice that LESSORS intend to
terminate this Lease Agreement upon a specified date not less than sixty (60) days after the date
notice is received by the VILLAGE, and this Lease Agreement shall then terminate on the date
specified. If, however, the default is cured within the sixty (60) day period and LESSORS are so
notified, this Lease Agreement will continue.
Section 11.02 Events of Default, Lessors.
The occurrence of any one or more of the following shall constitute an Event of Default by
LESSORS under this Lease:
(a) LESSORS' failure to pay any sum due hereunder within thirty (30) days after the same
shall become due; or
(b) LESSOR' S failure to perform or observe any of the agreements, covenants or conditions
contained in the Lease on LESSORS'S part to be performed or observed if such failure
continues for more than ninety (90) days after notice from the VILLAGE unless the same
is of such a nature that it cannot reasonably be cured within such a time period, in which
event LESSORS shall be entitled to a reasonable period under the circumstances; or
(c) LESSORS' selling the PROPERTY or any portion of the PROPERTY prior to the
expiration of the initial five (5) year term of this Lease Agreement.
If any Event of Default occurs, then at any time and thereafter while the Event of Default
continues, the VILLAGE shall have the right to give LESSORS notice that the VILLAGE intends to
terminate this Lease Agreement upon a specified date not less than sixty (60) days after the date
notice is received by the LESSORS, and this Lease Agreement shall then terminate on the date
specified. If, however, the default is cured within the sixty (60) day period and the VILLAGE is so
notified, this Lease Agreement will continue.
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Section 11.03 Liquidated Dama es.
It is agreed and understood by the VILLAGE and by LESSORS that the purpose and intent of
this Lease Agreement is to provide a municipal park in the VILLAGE as set forth in Section 1.01
above, and that should the PROPERTY or any portion thereof be sold by LESSORS prior to the
expiration of the initial five (5) year term of this Lease Agreement, said purpose and intent will be
compromised. It is further agreed and understood by the VILLAGE and by LESSORS that those
damages ensuing to the VILLAGE in such circumstances would be of such a nature that they are not
capable of being ascertained by any known rule or formula; therefore, the VILLAGE and LESSORS
agree that if LESSORS in fact sell the PROPERTY or any portion thereof prior to the expiration of
the first 5 year term of this Lease Agreement, then the VILLAGE shall be entitled to liquidated
damages as follows:
(a) During year one (1) of the initial five (5) year term of this Lease Agreement, it is
anticipated that the VILLAGE will complete improvements necessary for providing the
citizens of Tequesta with a municipal park on the PROPERTY.
(b) During years two (2) through five (5) of the initial five (5) year term of this Lease
Agreement, it is anticipated that the PROPERTY will be used for its intended purpose as
set forth herein.
(c) In the event that LESSORS sell the PROPERTY or any portion thereof during years one
(1) or two (2) of the initial five (5) year term of this Lease Agreement, then LESSORS
shall pay the VILLAGE the VILLAGE' S actual costs spent on improvements related to
the PROPERTY up to One Hundred Twenty Five Thousand Dollars ($125,000.00). It is
agreed and understood that any costs incurred by the VILLAGE for improvements related
to the PROPERTY in excess of One Hundred Twenty Five Thousand Dollars
($125,000.00) shall be the sole responsibility of the VILLAGE.
(d) In the event that LESSORS sell the PROPERTY or any portion thereof during years three
(3) through five (5) of the initial five (5) year term of this Lease Agreement, then
LESSORS shall pay the VILLAGE in accordance with Section 11.03(c) hereinabove, but
said payment shall be reduced by 25% should the sale occur during year three (3); by fifty
percent should the sale occur during year four (4); and by 75% should the sale occur
during year five (5).
(e) In the event LESSORS do not sell the PROPERTY or any portion thereof during the
initial five (5) year term of this Lease Agreement, then LESSOR shall not be liable to the
VILLAGE for any of the VILLAGE' S actual costs spent on improvements related to the
PROPERTY.
(f) The afore-described liquidated damages are in addition to any other payment obligations
contained in this Lease Agreement. Said liquidated damages are specifically not by way
of a penalty.
ARTICLE XII
ANNUAL BUDGETARY FUNDING/CANCELLATION
Section 12.01 Annual Funding.
This Lease Agreement and all obligations of the VILLAGE hereunder are subject to and
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contingent upon annual budgetary funding and appropriations by the VILLAGE Council of the
Village of Tequesta.
ARTICLE XIII
MISCELLANEOUS
Section 13.01 Dismissal of Lawsuit by Lessors.
Simultaneously with the commencement of this Lease Agreement, LESSORS shall dismiss
the pending litigation in Palm Beach County Circuit Court entitled JMZ Tequesta Properties, Inc. v.
The Village of Tequesta, Case No. 502003CA006272X~C~VIB-AE. This dismissal shall be with
prejudice and the parties thereto shall bear their own costs.
Section 13.02 Dismissal of Code Enforcement Actions by Village.
Simultaneously with the commencement of this Lease Agreement, the VILLAGE shall
dismiss its pending Code Enforcement Case Nos. 2008-00164 and 2009-00013. This dismissal shall
result in no assessment of fines or costs against LESSORS.
Section 13.03 Notices.
Any consents, approvals and permissions by LESSORS shall be effective and valid only if in
writing, and any notice by either party to the other shall be in writing and shall be deemed to be duly
given only if hand delivered, or mailed prepaid by certified mail return receipt requested, addressed:
(a) If to LESSORS at:
Main Street Village, Inc., c/o John Zuccarelli
104 Lighthouse Drive
Jupiter, FL 33469
and:
JMZ Tequesta Properties, Inc., c/o John Zuccarelli
104 Lighthouse Drive
Jupiter, FL 33469
(b) If to the VILLAGE at:
Michael Couzzo, Village Manager
Village of Tequesta
345 Tequesta Drive
Tequesta, FL 33469
with a copy to:
Keith W. Davis, Esquire
Corbett and White, P.A.
1111 Hypoluxo Road, Suite 207
Lantana, FL 33462
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Either party hereto may change the address for service of notices required or permitted
hereunder upon ten (10) days prior written notice. All notices given hereunder shall be effective and
deemed to have been duly given only upon receipt by the party to which notice is being given, said
receipt being deemed to have occurred upon such date as actual hand delivery occurs, or such date as
the postal authorities shall show the notice to have been delivered, refused, or undeliverable, as
evidenced by the return receipt.
Section 13.04 Severability.
If any term of this Lease Agreement or the application thereof to any person or circumstances
shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the
remainder of this Lease Agreement, or the application of such term to persons or circumstances other
than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of
this Lease Agreement shall be valid and enforceable to the fullest extent permitted by law.
Section 13.05 Broker's Commission.
Each of the parties represents and warrants to the other that they have not dealt with any real
estate salesperson, agent, finder or broker in connection with this Lease Agreement.
Section 13.06 Recording.
This Lease Agreement, or a Memorandum/Notice of Lease shall be recorded in the Public
Records of Palm Beach County, Florida.
Section 13.07 Waiver of Jury Trail.
THE PARTIES HERETO WAIVE TRIAL BY JURY 1N CONNECTION WITH
PROCEEDINGS OR COUNTER CLAIM, BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER, IN CONNECTION WITH THIS LEASE.
Section 13.08 GoverningLLaw and Venue.
This Lease shall be governed by and interpreted according to the laws of the State of Florida
and venue shall be in a state court of competent jurisdiction in Palm Beach County, Florida.
Section 13.09 Radon.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from the Palm Beach County public
health unit.
Section 13.10 Time of Essence.
This is of the essence with respect to the performance of every provision of this Lease
Agreement in which time of performance is a factor.
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Section 13.11 Waiver, Accord and Satisfaction.
The waiver by LESSORS or the VILLAGE of any default of any term, condition or covenant
herein contained shall not be a waiver of such term, condition or covenant, or any subsequent default
of the same or any other term, condition or covenant herein contained. The consent or approval by
LESSORS, to or of any act by the VILLAGE requiring LESSORS' consent or approval, shall not be
deemed to waive or render unnecessary LESSORS' consent to or approval of any subsequent similar
act by the VILLAGE.
Section 13.12 Non-Exclusivity of Remedies.
No remedy herein conferred upon any party is intended to be exclusive of any other remedy,
and each and every such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single
or partial exercise by any parry of any right, power, or remedy hereunder shall preclude any other or
further exercise thereof.
Section 13.13 Construction.
No party shall be considered the author of this Lease Agreement since the parties hereto have
participated in extensive negotiations and drafting and redrafting of this document to arrive at a final
Lease Agreement. Thus, the terms of this Lease Agreement shall not be strictly construed against one
party as opposed to the other party based upon who drafted it.
Section 13.14 Incorporation by References.
Exhibits attached hereto and referenced herein shall be deemed to be incorporated into this
Lease Agreement by reference.
Section 13.15 Effective Date of Agreement.
This Lease Agreement is expressly contingent upon the approval of the Village Council of
the Village of Tequesta, and shall become effective on the date when signed by all parties and
approved by the Village Council of the Village of Tequesta. Such approval by the VILLAGE shall
be evidenced by execution and delivery of the Lease Agreement to LESSORS within thirty (30) days
of the approval by the Village Council of the Village of Tequesta.
Section 13.16 Entire Agreement.
This Lease Agreement and any Exhibit attached thereto constitute all agreements, conditions
and understandings between LESSORS and the VILLAGE concerning the PROPERTY. All
representations, either oral or written, shall be deemed to be merged into this Lease Agreement.
Except as herein provided, no subsequent alteration, waiver, change or addition to this Lease
Agreement shall be binding upon LESSORS or the VILLAGE unless reduced to writing and signed
by them.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the day
and year first above written.
ATTEST:
MAIN STREET VILLAGE, INC., and
JMZ TEQUESTA PROPERTIES, INC.
By:
By:
John M. Zuccarelli, III, President
ATTEST:
By:
VILLAGE OF TEQUESTA
By:
Lori McWilliams, Village Clerk Pat Watkins, Mayor
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
By:
Keith W. Davis, Village Attorney
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EXHIBIT A TO LEASE AGREEMENT
LEGAL DESCRIPTION
TEQUESTA VILLAGE CENTER, PARCELS 1, 2 AND 3
Updated Agreement
Received from John Zuccarelli
5/7 3/09
LEASE AGREEMENT
Between
MAIN STREET VILLAGE, INC.,
a Florida Corporation and
JMZ TEQUESTA PROPERTIES, INC.,
a Florida Corporation
(LESSORS)
and
THE VILLAGE OF TEQUESTA,
a municipal corporation of the State of Florida
(VILLAGE)
AGREEMENT OF LEASE
THIS LEASE made and entered into this day of May, 2009, by and between MAIN
STREET VILLAGE, INC., a Florida profit corporation, JMZ TEQUESTA PROPERTIES, INC.,
a Florida profit corporation, hereinafter referred to together as LESSORS, and THE VILLAGE
OF TEQUESTA, a municipal corporation of the State of Florida, organized and existing under
the Laws of the State of Florida, hereinafter referred to as the VILLAGE.
WITNESSETH:
WHEREAS, LESSORS collectively own three (3) parcels of real property located in the
VILLAGE at or near the street address of 1 Main Street, which parcels are currently vacant, and
which parcels are more particularly described on Exhibit "A" attached hereto, hereinafter
referred to as the "PROPERTY"; and
WHEREAS, the VILLAGE desires to lease and use the PROPERTY for a municipal
park, and LESSORS desire to make the PROPERTY available to the VILLAGE for such a use;
and
WHEREAS, LESSORS and the VILLAGE desire to enter into this Lease Agreement in
order to accomplish this.
NOW THEREFORE, in consideration of the rents, mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
PURPOSE AND INTENT
Section 1.01 Purpose and Intent.
This Lease Agreement is being entered into for the purpose of providing the citizens of
Tequesta with a passive municipal park on the PROPERTY.
ARTICLE II
THE PROPERTY
Section 2.01 Property.
In consideration of the rents, mutual covenants and agreements hereafter reserved and
contained on the part of LESSORS and the VILLAGE to be observed and performed, LESSORS
demises and lease to the VILLAGE, and the VILLAGE rents from LESSORS the PROPERTY,
comprised of approximately 3.19 acres, legally described in Exhibit "A", which is attached
hereto and made a part hereof.
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Section 2.02 Use of the Property.
The VILLAGE shall use the PROPERTY for passive parks and recreation purposes. In
addition, portions of the PROPERTY are subject to a cross parking agreement and may be used
for parking purposes.
Section 2.03 Acceptance of the Property the Village.
The VILLAGE has inspected the PROPERTY and accepts same in its existing condition
together with any defects, if any, subject to all matters. of record, including the pending litigation
in Palm Beach County Circuit Court entitled JMZ Tequesta Properties, Inc. v. The Village of
Tequesta Case No. 502003CA006272XX~O~MB-AE, code violations as alleged or determined in Co-
VILLAGE Code Enforcement Case Nos. 2008-00164 and 2009-00013, and cross-parking ~ QO
agreements for which the PROPERTY is presently utilized. The VILLAGE further Q#a~t1~
acknowledges that LESSORS have made no representations or warranties of any nature
whatsoever regarding the PROPERTY, including, without limitation, the physical condition of
the PROPERTY and any existing improvements located thereon.
Section 2.04 Improvements and Alterations to the Property.
The VILLAGE shall have the right to make necessary and desired improvements,
additions, modifications or alterations to the PROPERTY in furtherance of creating a municipal
park. This shall include, but not be limited to, parking areas, restroom facilities, picnic facilities,
fencing, lighting and landscaping. All of the VILLAGE'S improvements to the PROPERTY
shall be made and performed in a good and workmanlike manner and shall be diligently
performed to completion. The VILLAGE shall comply with all applicable local, state and
federal laws and ordinances.
Section 2.05 Waste or Nuisance.
The VILLAGE shall not commit or suffer to be committed any waste upon the
PROPERTY, commit or permit the maintenance or commission of any nuisance or other act or
thing which may result in damage or depreciation of value of the PROPERTY or which may
affect LESSORS' fee interest in the PROPERTY or which results in any unsightly condition.
Section 2.06 Governmental Regulations.
The VILLAGE shall comply with all applicable ordinances, laws, statutes and regulations
promulgated by the VILLAGE and all other county, state, federal and other applicable
governmental authorities, now in force or which may hereafter be in force, pertaining to the
VILLAGE or its use of the PROPERTY. The VILLAGE shall not use, maintain, store or
dispose of any hazardous materials on the PROPERTY or any adjacent land over which it has
control in any manner not permitted by environmental laws. For purposes hereof, hazardous
materials shall mean any hazardous or toxic substance, material, waste of any kind, petroleum
product or by-product, contaminant or pollutant as defined or regulated by environmental laws.
Disposal shall mean the release, storage, use, handling, discharge or disposal of such hazardous
materials. Environmental laws shall mean any applicable federal, state or local laws, statutes,
ordinances, rules, regulations or other governmental restrictions.
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Section 2.07 Assignment and Subletting.
The VILLAGE may, at its discretion, grant short term licenses reserving the park's
facilities for use by groups and may issue special events permits for use of the PROPERTY or
any part thereof. Such permits or licenses shall not release the VILLAGE from any of its
obligations under this Lease. Further, the VILLAGE shall comply with and the VILLAGE shall
be obligated to ensure that such permits or licenses comply with the terms of this Lease
Agreement and all applicable Federal, State, and County laws, rules, regulations and ordinances
pertaining to the foregoing including, without limitation, the collection and remittance of sales
tax as applicable. Except as otherwise provided herein, the VILLAGE may not assign,
mortgage, pledge or encumber this Lease Agreement in whole or in part, nor grant any
easements affecting the PROPERTY, without the prior written consent of LESSORS, which will
not be unreasonably withheld.
ARTICLE III
RENT AND TAXES
Section 3.01 Annual Rent.
The VILLAGE shall pay LESSORS an annual net Rent of One Dollar ($1.00), payable
without notice on the Commencement Date and each subsequent anniversary thereof. Annual
Rent shall be made payable to Main Street Village Inc., or JMZ Tequesta Properties, Inc., and
shall be delivered to 104 Lighthouse Drive, Jupiter, Florida 33469.
Section 3.02 Ad Valorem Taxes or Assessments.
LESSORS shall at all times be responsible to pay or cause to be paid all legally imposed
ad valorem taxes and assessments, whether general or special, which may be levied against the
PROPERTY, before such taxes become delinquent. The VILLAGE shall at all times be
responsible to pay or cause to be paid, all legally imposed personal property taxes which may be
levied against the VILLAGE'S personal property located on the PROPERTY.
ARTICLE IV
UTILITIES
Section 4.01 Provision of Utility Services.
The VILLAGE shall provide the PROPERTY with necessary utility services including,
without limitation, water, sewer, gas, electricity, trash collection and removal, or any other utility
used or consumed on the PROPERTY.
ARTICLE V
REPAIRS AND MAINTENANCE
Section 5.01 Responsibility of the Village.
LESSORS shall not be obligated or required to make or conduct any maintenance or
repairs whatsoever to the PROPERTY during the term of this Lease Agreement or any renewal
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thereof. The VILLAGE shall keep and maintain all portions of the PROPERTY and all
improvements currently existing or constructed hereinafter on or about the PROPERTY, in good
condition and repair, at the VILLAGE'S sole cost and expense.
Section 5.02 Inspection by Lessors.
LESSORS or LESSORS' agents shall have the right, upon reasonable prior notice to the
VILLAGE (except that no notice need be given in case of emergency) to enter the PROPERTY
for the purpose of inspection of the PROPERTY and the improvements located thereon. Any
such entrance into the PROPERTY shall be conducted by LESSORS in a manner calculated to
minimize interference with or disruption of the VILLAGE'S operations on the PROPERTY.
ARTICLE VI
DESTRUCTION OF PREMISES
Section 6.01 Damage or Destruction by Fire, War or Act of God.
In the event the PROPERTY shall be destroyed or damaged or injured by fire or other
casualty during the term of this Lease Agreement or any renewal thereof, the VILLAGE shall
restore the PROPERTY to the same condition as that which existed prior to such casualty. The
VILLAGE shall commence such restoration within a reasonable time after such casualty but in
no event later than one hundred and eighty (180) days of such casualty. The VILLAGE shall
thereafter diligently pursue such restoration to completion. All expenditures incurred by the
VILLAGE as a result of such restoration shall be reimbursed to the VILLAGE in accordance
with the terms and provisions of Section 8.05 below.
ARTICLE VII
QUIET ENJOYMENT
Section 7.01 Lessors' Covenant.
Upon payment by the VILLAGE of the Rent as herein provided, and upon the observance
and performance of all the covenants, terms and conditions on the VILLAGE'S part to be
observed and performed, the VILLAGE shall peaceably and quietly hold and enjoy the
PROPERTY for the term hereby demised and any renewal thereof without hindrance or
interruption by LESSORS or any other person or persons lawfully or equitably claiming by,
through or under LESSORS, subject, nevertheless, to the terms and conditions of this Lease
Agreement.
ARTICLE VIII
TERM, RENEWAL AND TERMINATION
Section 8.01 Length of Term and Commencement Date.
This Lease shall be effective upon the Effective Date set forth in Section 13.15 below.
The term of this Lease shall commence upon the Effective Date (the "Commencement Date"),
and shall extend for a period of five (5) years thereafter, unless sooner terminated pursuant to the
provisions of this Lease Agreement.
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Section 8.02 Renewal of Lease Agreement.
This Lease Agreement may be renewed for additional periods of time upon mutual
agreement of the parties.
Section 8.03 Sale of the Property, Right of First Refusal.
After the conclusion of the initial five (5) year term of this Lease Agreement, LESSORS
are free to sell the entire PROPERTY or any portion thereof, with no money being due to the
VILLAGE for park improvements (See also, Section 11.03 hereinbelow). The VILLAGE shall
have the right of first refusal to purchase the PROPERTY or the portion thereof that is offered
for sale, under terms and conditions which are no less favorable to any third party purchaser. In
order to exercise said right of first refusal, the Village must notify LESSORS in writing of its
intent to purchase the PROPERTY or the portion thereof that is offered for sale under terms and
conditions which are no less favorable to any third party purchaser within thirty (30) days from
the date that LESSORS notify the VILLAGE in writing of its intent to sell.
Section 8.04 Termination of Lease Agreement.
This Lease Agreement may be terminated as follows:
(a) by LESSOR'S sale of the entire PROPERTY as set forth in Section 8.03; or
(b) by 60 days notice from either party following LESSOR'S sale of only a portion of the
PROPERTY as set forth in Section 8.03; or
(c) by default of either party as set forth in Article XI herein; or
(d) by written notice of termination served upon the other party with a minimum of six
(6) months notice, after the conclusion of the initial five (5) year lease term, if the
Lease Agreement is renewed.
Section 8.05 Surrender of Propert~yment to the Village.
Upon termination of this Lease Agreement or any renewal thereof, the PROPERTY shall
be surrendered to LESSORS, or their successors and assigns. At such time, all expenditures
incurred by the VILLAGE for the construction of improvements and alterations to create a
municipal park shall be paid by LESSORS to the VILLAGE in accordance with the terms of
Section 11.03 hereinbelow. All such expenditures to be reimbursed shall be properly
documented and accounted for by the VILLAGE, and all such documentation and accounting
shall be available for inspection by LESSORS at a time and location mutually acceptable to the
Parties. Payment shall be due to the VILLAGE at the time of the closing of the sale. In the
event that LESSORS sell only a portion of the PROPERTY as provided for in Section 8.03
above, then, at the time of the closing of the sale of that portion of the PROPERTY, all
expenditures incurred by the VILLAGE for the construction of improvements and alterations to
create a municipal park on the entire PROPERTY shall nevertheless be paid by LESSORS to the
VILLAGE in accordance with the terms of Section 11.03 hereinbelow. Upon the closing of said
sale, if notice of termination as set forth in Section 8.04 is not given by either party, then this
Lease Agreement shall be amended to reflect the legal description of the remaining property
subject thereto, and to provide for LESSORS' responsibilities relative to payment of additional
costs to re-configure the park as a result of said sale.
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ARTICLE IX
INSURANCE
Section 9.01 General Liability and Automobile Insurance.
Without waiving the right to sovereign immunity as provided by s.768.28, F.S., the
VILLAGE acknowledges and represents that it is insured for General Liability and Automobile
Liability under Florida sovereign immunity statutes with coverage limits of $100,000 Per Person
and $200,000 Per Occurrence; or such monetary waiver limits that may change and be set forth
by the legislature. In the event the VILLAGE maintains third-party Commercial General
Liability and Business Auto Liability, in lieu of exclusive reliance of self-insurance under
s.768.28, F.S., the VILLAGE agrees to maintain said insurance policies at limits not less than
$500,000 for each occurrence. The VILLAGE agrees to add LESSORS as an additional insured
to the Commercial General Liability coverage.
Section 9.02 Worker's Compensation Insurance.
The VILLAGE agrees to maintain or to be self-insured for Worker's Compensation &
Employer's Liability insurance in accordance with Florida Statutes, Chapter 440.
Section 9.03 Certificate of Insurance.
When requested, the VILLAGE agrees to provide a statement or Certificate of Insurance
evidencing insurance, self-insurance and/or sovereign immunity status, which LESSORS agree
to recognize as acceptable for proof of the above mentioned coverages.
ARTICLE X
INDEMNIFICATION
Section 10.01 Indemnification.
It is understood and agreed that the VILLAGE is a municipal corporation organized
under the laws of the state of Florida and is acting in an independent capacity in the performance
of its obligations hereunder and not as an agent, servant or employee of LESSORS. The
VILLAGE shall to the extent permitted by law, indemnify, defend and save harmless LESSORS
from and against any and all claims, suits, actions, damages and/or causes of action arising
during the term of this Lease Agreement or any renewal thereof for any personal injury, loss of
life, or damage to property sustained in or about the PROPERTY by reason, and during the use
and occupancy of the PROPERTY by the VILLAGE, its agents, employees, licensees, invitees
and the general public, except those involving LESSORS' negligence or intentional acts or
omissions. Notwithstanding anything herein to the contrary, the VILLAGE shall not be
obligated to indemnify or hold harmless LESSORS for matters which are judicially determined
to be attributable to the negligent or intentional acts or omissions of LESSORS; neither shall
LESSORS be obligated to indemnify or hold harmless the VILLAGE for matters which are
judicially determined to be attributable to the negligent or intentional acts or omissions of the
VILLAGE. This section shall survive the termination of this Lease Agreement or any renewal
thereof. Nothing contained herein shall be construed as a waiver of sovereign immunity or the
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statutory limits of liability set forth in Section 768.28, Florida Statutes.
ARTICLE XI
DEFAULT
Section 11.01 Events of Default, Village.
The occurrence of any one or more of the following shall constitute an Event of Default
by the VILLAGE under this Lease:
(a) the VILLAGE' S failure to pay any sum due hereunder within thirty (30) days after the
same shall become due; or
(b) the VILLAGE'S failure to perform or observe any of the agreements, covenants or
conditions contained in the Lease on the VILLAGE'S part to be performed or
observed if such failure continues for more than ninety (90) days after notice from
LESSORS unless the same is of such a nature that it can not reasonably be cured
within such a time period, in which event the VILLAGE shall be entitled to a
reasonable period under the circumstances; or
(c) the VILLAGE'S vacating or abandoning the PROPERTY.
If any Event of Default occurs, then at any time and thereafter while the Event of Default
continues, LESSORS shall have the right to give the VILLAGE notice that LESSORS intend to
terminate this Lease Agreement upon a specified date not less than sixty (60) days after the date
notice is received by the VILLAGE, and this Lease Agreement shall then terminate on the date
specified. If, however, the default is cured within the sixty (60) day period and LESSORS are so
notified, this Lease Agreement will continue.
Section 11.02 Events of Default, Lessors.
The occurrence of any one or more of the following shall constitute an Event of Default
by LESSORS under this Lease:
(a) LESSORS' failure to pay any sum due hereunder within thirty (30) days after the
same shall become due; or
(b) LESSOR'S failure to perform or observe any of the agreements, covenants or
conditions contained in the Lease on LESSORS'S part to be performed or observed if
such failure continues for more than ninety (90) days after notice from the VILLAGE
unless the same is of such a nature that it cannot reasonably be cured within such a
time period, in which event LESSORS shall be entitled to a reasonable period under
the circumstances; or
(c) LESSORS' selling the PROPERTY or any portion of the PROPERTY prior to the
expiration of the initial five (5) year term of this Lease Agreement.
If any Event of Default occurs, then at any time and thereafter while the Event of Default
continues, the VILLAGE shall have the right to give LESSORS notice that the VILLAGE
intends to terminate this Lease Agreement upon a specified date not less than sixty (60) days
after the date notice is received by the LESSORS, and this Lease Agreement shall then terminate
on the date specified. If, however, the default is cured within the sixty (60) day period and the
VILLAGE is so notified, this Lease Agreement will continue.
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Section 11.03 Liquidated Damages.
It is agreed and understood by the VILLAGE and by LESSORS that the purpose and
intent of this Lease Agreement is to provide a municipal park in the VILLAGE as set forth in
Section 1.01 above, and that should the PROPERTY or any portion thereof be sold by LESSORS
prior to the expiration of the initial five (5) year term of this Lease Agreement, said purpose and
intent will be compromised. It is further agreed and understood by the VILLAGE and by
LESSORS that those damages ensuing to the VILLAGE in such circumstances would be of such
a nature that they are not capable of being ascertained by any known rule or formula; therefore,
the VILLAGE and LESSORS agree that if LESSORS in fact sell the PROPERTY or any portion
thereof prior to the expiration of the first 5 year term of this Lease Agreement, then the
VILLAGE shall be entitled to liquidated damages as follows:
(a) During year one (1) of the initial five (5) year term of this Lease Agreement, it is
anticipated that the VILLAGE will complete improvements necessary for providing
the citizens of Tequesta with a municipal park on the PROPERTY.
(b) During years two (2) through five (5) of the initial five (5) year term of this Lease
Agreement, it is anticipated that the PROPERTY will be used for its intended purpose
as set forth herein.
(c) In the event that LESSORS sell the PROPERTY or any portion thereof during years
one (1) or two (2) of the initial five (5) year term of this Lease Agreement, then
LESSORS shall pay the VILLAGE the VILLAGE'S actual costs spent on
improvements related to the PROPERTY up to One Hundred Twenty Five Thousand
Dollars ($125,000.00). It is agreed and understood that any costs incurred by the
VILLAGE for improvements related to the PROPERTY in excess of One Hundred
Twenty Five Thousand Dollars ($125,000.00) shall be the sole responsibility of the
VILLAGE.
(d) In the event that LESSORS sell the PROPERTY or any portion thereof during years
three (3) through five (5) of the initial five (5) year term of this Lease Agreement,
then LESSORS shall pay the VILLAGE in accordance with Section 11.03(c)
hereinabove, but said payment shall be reduced by 25% should the sale occur during
year three (3); by fifty percent should the sale occur during year four (4); and by 75%
should the sale occur during year five (5).
(e) In the event LESSORS do not sell the PROPERTY or any portion thereof during the
initial five (5) year term of this Lease Agreement, then LESSOR shall not be liable to
the VILLAGE for any of the VILLAGE'S actual costs spent on improvements related
to the PROPERTY.
(f) The afore-described liquidated damages are in addition to any other payment
obligations contained in this Lease Agreement. Said liquidated damages are
specifically not by way of a penalty.
ARTICLE XII
ANNUAL BUDGETARY FUNDING/CANCELLATION
Section 12.01 Annual Funding.
This Lease Agreement and all obligations of the VILLAGE hereunder are subject to and
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contingent upon annual budgetary funding and appropriations by the VILLAGE Council of the
Village of Tequesta.
ARTICLE XIII
MISCELLANEOUS
Section 13.01 Dismissal of Lawsuit by Lessors.
Simultaneously with the commencement of this Lease Agreement, LESSORS shall
dismiss the pending litigation in Palm Beach County Circuit Court entitled JMZ Tequesta
Properties, Inc. v. The Village of Tequesta, Case No. 502003CA006272XX~O~MB-AE. This
dismissal shall be with prejudice and the parties thereto shall bear their own costs.
Section 13.02 Dismissal of Code Enforcement Actions by Village.
Simultaneously with the commencement of this Lease Agreement, the VILLAGE shall
dismiss its pending Code Enforcement Case Nos. 2008-00164 and 2009-00013. This dismissal
shall result in no assessment of fines or costs against LESSORS.
Section 13.03 Notices.
Any consents, approvals and permissions by LESSORS shall be effective and valid only
if in writing, and any notice by either party to the other shall be in writing and shall be deemed to
be duly given only if hand delivered, or mailed prepaid by certified mail return receipt requested,
addressed:
(a) If to LESSORS at:
Main Street Village, Inc., c/o John Zuccarelli
104 Lighthouse Drive
Jupiter, FL 33469
and:
JMZ Tequesta Properties, Inc., c/o John Zuccarelli
104 Lighthouse Drive
Jupiter, FL 33469
(b) If to the VILLAGE at:
Michael Couzzo, Village Manager
Village of Tequesta
345 Tequesta Drive
Tequesta, FL 33469
with a copy to:
Keith W. Davis, Esquire
Corbett and White, P.A.
1111 Hypoluxo Road, Suite 207
Lantana, FL 33462
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Either party hereto may change the address for service of notices required or permitted
hereunder upon ten (10) days prior written notice. All notices given hereunder shall be effective
and deemed to have been duly given only upon receipt by the party to which notice is being
given, said receipt being deemed to have occurred upon such date as actual hand delivery occurs,
or such date as the postal authorities shall show the notice to have been delivered, refused, or
undeliverable, as evidenced by the return receipt.
Section 13.04 Severability.
If any term of this Lease Agreement or the application thereof to any person or
circumstances shall be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Lease Agreement, or the application of such term to persons
or circumstances other than those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term of this Lease Agreement shall be valid and enforceable to the fullest
extent permitted by law.
Section 13.05 Broker's Commission.
Each of the parties represents and warrants to the other that they have not dealt with any
real estate salesperson, agent, finder or broker in connection with this Lease Agreement.
Section 13.06 Recording.
This Lease Agreement, or a Memorandum/Notice of Lease shall be recorded in the Public
Records of Palm Beach County, Florida.
Section 13.07 Waiver of Jury Trail.
THE PARTIES HERETO WAIVE TRIAL BY JURY IN CONNECTION WITH
PROCEEDINGS OR COUNTER CLAIM, BROUGHT BY EITHER OF THE PARTIES
HERETO AGAINST THE OTHER, IN CONNECTION WITH THIS LEASE.
Section 13.08 Governing Law and Venue.
This Lease shall be governed by and interpreted according to the laws of the State of
Florida and venue shall be in a state court of competent jurisdiction in Palm Beach County,
Florida.
Section 13.09 Radon.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from the Palm Beach
County public health unit.
Section 13.10 Time of Essence.
This is of the essence with respect to the performance of every provision of this Lease
Agreement in which time of performance is a factor.
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Section 13.11 Waiver. Accord and Satisfaction.
The waiver by LESSORS or the VILLAGE of any default of any term, condition or
covenant herein contained shall not be a waiver of such term, condition or covenant, or any
subsequent default of the same or any other term, condition or covenant herein contained. The
consent or approval by LESSORS, to or of any act by the VILLAGE requiring LESSORS'
consent or approval, shall not be deemed to waive or render unnecessary LESSORS' consent to
or approval of any subsequent similar act by the VILLAGE.
Section 13.12 Non-Exclusivity of Remedies.
No remedy herein conferred upon any party is intended to be exclusive of any other
remedy, and each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or by statute or
otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder
shall preclude any other or further exercise thereof.
Section 13.13 Construction.
No party shall be considered the author of this Lease Agreement since the parties hereto
have participated in extensive negotiations and drafting and redrafting of this document to arrive
at a final Lease Agreement. Thus, the terms of this Lease Agreement shall not be strictly
construed against one party as opposed to the other party based upon who drafted it.
Section 13.14 Incorporation by References.
Exhibits attached hereto and referenced
this Lease Agreement by reference.
herein shall be deemed to be incorporated into
Section 13.15 Effective Date of Agreement.
This Lease Agreement is expressly contingent upon the approval of the Village Council
of the Village of Tequesta, and shall become effective on the date when signed by all parties and
approved by the Village Council of the Village of Tequesta. Such approval by the VILLAGE
shall be evidenced by execution and delivery of the Lease Agreement to LESSORS within thirty
(30) days of the approval by the Village Council of the Village of Tequesta.
Section 13.16 Entire Agreement.
This Lease Agreement and any Exhibit attached thereto constitute all agreements,
conditions and understandings between LESSORS and the VILLAGE concerning the
PROPERTY. All representations, either oral or written, shall be deemed to be merged into this
Lease Agreement. Except as herein provided, no subsequent alteration, waiver, change or
addition to this Lease Agreement shall be binding upon LESSORS or the VILLAGE unless
reduced to writing and signed by them.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the
day and year first above written.
ATTEST:
MAIN STREET VILLAGE, INC., and
JMZ TEQUESTA P O~ZTIE~; INC.
By: ,~~.~ By:
ATTEST:
By:
~~-~t~ M. Zuccarelli,
TEQUESTA
By:
John
VILLAGE OF
Lori McWilliams, Village Clerk Pat Watkins, Mayor
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
By:
Keith W. Davis, Village Attorney
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EXHIBIT A TO LEASE AGREEMENT
LEGAL DESCRIPTION
TEQUESTA VILLAGE CENTER, PARCELS 1, 2 AND 3
Mar-17-1999 04:44p~ 99-1 X08455
ORB 1 X992 p9 7~
Con 10.00 Doc 0.70
IIINpII1NINI1111111~I111111111N111111111111111111
PREPARED BY AND RETURN TO:
Peter S. Holton, Esq.
Jones, Foster, Johnston & Stubbs, P.A.
Post Office Box 3475
West Palm Beach, Florida 33402-3475
Grr•il C~~/~~S
RECIPROCAL PARKING EASEMENT AGREEMENT
This Reciprocal Parking Easement Agreement ("basement Agreement"), is
effective /yJA~RCN ,[le , 1999, and is entered into by and between Village of
Tequesta ('Tequesta"), JMZ Tequesta Properties, Inc., a Florida corporation ("JMZ")
and Tequesta Business Associates, a Florida general partnership ("Associates")
(collectively, the "Owners").
RECITALS:
A. Tequesta owns title to the real property described in Exhibit "A" hereto (the
'Teq_uesta Parcel"); JMZ owns title to the real property described in Exhibit "B" hereto
(the "JMZ Parcel"); and Associates owns title to the real property described in Exhibit
"C" hereto (the "Associates Parcel"). The Tequesta Parcel, the JMZ Parcel and the
Associates Parcel are hereinafter each called a "Parcel" and hereinafter collectively
called the "Parcels."
B. The Parcels are contiguous to each other.
C. The Owners wish to enter into this Easement Agreement.
NOW THEREFORE, for valuable consideration, the parties agree as follows:
1. Recitals. The recitals set forth in Paragraphs A through C above are true and
correct.
2. Easement Grant ~Y Tequesta Tequesta hereby grants to each of the other
Owners, and their respective customers, patrons, tenants, licensees, invitees and
mortgagees, anon-exclusive easement over and through the parking areas, driveways,
drive aisles, sidewalks and walkways (if any) now or hereafter constructed on the
Tequesta Parcel for parking and for pedestrian. and vehicular access to and from the
parking spaces {if any) now or hereafter located on the Tequesta Parcel.
3. Easement Grant by JMZ. JMZ hereby grants to each of the other Owners and
their respective customers, patrons, tenants, licensees, invitees and mortgagees, a
non-exclusive easement over and through the parking areas, driveways drive aisles,
sidewalks and walkways (if any) now or hereafter constructed on the JMZ Parcel for
parking and for pedestrian and vehicular access to and from the parking spaces (if any)
now or hereafter located on the JMZ Parcel.
4. Easement Grant by Associates. Associates hereby grants to each of the other
Owners and their respective customers, patrons, tenants, licensees, invitees and
mortgagees, anon-exclusive easement over and through the parking areas, driveways,
drive aisles, sidewalks and walkways (if any) now or hereafter constructed on the
Associates Parcel for parking and for pedestrian and vehicular access to and from the
parking spaces (if any) now or hereafter located on the Associates Parcel.
5. Access Between the Parcels. Nothing contained in this Easement Agreement
shall be deemed to require direct vehicular access between the Parcels and no Owner
shall be required to provide driveways or other vehicular access points between its
Parcel and the other Parcels to accommodate the passage of vehicles directly between
the Parcels. Each Owner shall, however, provide for direct pedestrian access between
its Parcel and the other Parcels so that pedestrians may directly access each Parcel
from the other Parcels.
6. Owner's Maintenance Obligation. Each Owner shall maintain or cause to be
maintained those portions (if any) of its Parcel which are used for parking and for
access to and from such parking in good condition, including the maintenance, repair
and replacement of all paved surfaces in a reasonably level, smooth condition, the
maintenance, repair and replacement of all curbs, curb parking stops, cuts, parking
spaces and the striping of all parking spaces. The condition and maintenance of
parking areas and access points thereto shall comply with all codes and regulations
pertaining thereto.
7. Relocation of Parkins and Access Structures: Development of Parcels. Each
Owner shall have the right to change, from time to time, in accordance with applicable
ordinances, rules and standards of Tequesta, the location of access lanes, driveways,
curbs, sidewalks, walkways and parking spaces located on their respective Parcels.
This Easement Agreement shall not be deemed to prohibit a reduction in parking
spaces or an elimination of all parking spaces on a given Parcel if such reduction or
elimination is otherwise permitted under all applicable codes, standards, ordinances
and regulations. The Owners acknowledge that access for parking on a given Parcel
may be temporarily restricted, from time to time, because of activities associated with
construction on such Parcel or special events. The Owners agree that they shall not
reduce, expand or alter improvements now or hereafter located on their respective
Parcels in reliance upon the use of each other's parking spaces to meet any minimum
2
'RS 1 X992 Pg ~~
parking space requirements of any applicable law. This Easement Agreement shall not
restrict or otherwise adversely affect each party's ability to develop its own Parcel, e.g.,
an Owner's right to use the other Owners' Parcels for parking shall not impose a
requirement on the other Owners' Parcels to maintain more than the minimum number
of parking spaces allowed if this Easement Agreement did not exist. The Owners
acknowledge that the improvements which currently exist on the Tequesta Parcel and
the JMZ Parcel will be demolished and that, as of the date of this Easement
Agreement, there are no specific plans for the development of the Tequesta Parcel or
the JMZ Parcel. No Owner shall have the right to object to the development of a Parcel
or to the construction of improvements on such Parcel based solely on this Easement
Agreement.
8. Attorneys' Fees. In the event of any litigation (including appellate proceedings)
arising out of or in connection with this Easement Agreement and the rights,
responsibilities and obligations contained hereunder, the prevailing party shall be
entitled to recover from the losing party, its reasonable attorney's fees and casts.
9. Appurtenant Easements. The covenants, restrictions, easements, burdens and
limitations imposed and created by this Easement Agreement shall burden the Parcels
and shall run with and benefit and shall be appurtenant to each of the Parcels.
10. Partial InvaliditX. If any term, covenant, or condition of this Easement Agreement
shall be held to be invalid or unenforceable, the remainder of this Easement Agreement
shall not be affected thereby and each remaining term, covenant and condition shall be
valid and enforceable to the fullest extent permitted by law.
11. Modifrcation. This Easement Agreement may only be modified or amended upon
written agreement of all parties hereto.
12. Municipal Ordinances. Nothing contained in this Easement Agreement shall be
construed to limit, effect or annul any municipal ordinances or rules as they apply to or
effect any of the Parcels, except as expressly provided herein.
13. Governing Law. This Easement Agreement shall be construed under the laws of
the State of Florida.
14. Successor and Assigns. This Easement Agreement shall be binding on the
Owners, their successors and assigns.
SIGNATURES ON NEXT PAGES
4B 1 ~d992 Rg
Signed, sealed and delivered
in the presence of:
STATE OF ~ \~.~~,;~: ~~ n
COUNTY OF \-' I~ia l~~c:~~~1,•~
Tequesta Business Associates, a
Florida general partnership
By: Tequesta Corporate Center Partners,
Inc., a Florida corporation, its general
partner
By:
Herman J
Its: President "~
By: Tequesta Realty Corp., a Florida
corporation, its general partner
Louis N. Feibel
Its: President
73
The foregoing instrument was acknowledged before me this day of
~~~~.~~., 1999, by Herman Jeffer, as President on behalf of Tequesta Corporate
Center Partners, fnc., a Florida corporation, gen ral partner of Tequesta Business
Associates, a Florida general partnership who: is personally known to me, or ^ has
produced a driver's license as identification.
[SEAL]
STATE OF FLORIDA
COUNTY OF PALM BEACH
ti
NOTA PUBLIC
r~,~. fry Sylvia L Hester
_,: MY COMMISSION # CC685469 EXPIRES
' ~o JcinWry 2>~ 2002
'• ~~;~ ~~ •' eorroeo t-aau taov Enna natuaaNCS nac
The foregoing instrument was acknowledged before me this ( day of
4
~B 10'992 Rg
?4
- -. '. , 1999, by Louis N. Feibel, as President on behalf of Tequesta Realty Corp.,
a Florida co oration, general partner of Tequesta Business Associates, a Florida general
partnership who: O is personally known to me, or [~ias produced a driver's license as
identification. p~
\, n t ~l 1~ r.
[SEAL] NOl`ARI~ PUBLIC
,.,
~~~• ~~:.": MY COMMISSION CC685469 D~IRES
%':~a= 7anuary 28, 2002
,~~%P!~ h?l~`° BONDED 1HRU TROY FAIN MIiURAN[$ kJC
5
']RB 10992 Pg
' ~`
Print e:.~ ~ ~~i~_s :i;` %ti~c>,t'~ri~,~~t,
~'~
Print Name: . / ~ ~
JMZ Tequesta Properties, Inc., a Florida
corporation
By:
Preside
ATT T: - f E~orporate- ea
Se ary
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this ; l cl~ day of
`~~~,~`_ , 1999, by ~c;~N M ~ :-f _~~,.;..: ~~ , r-as rr ~ ~ ; ,~~: ti ; on behalf of JMZ
Tequesta Properties, Inc., a Florida corporation who: C~"is personally known to me, or O
has produced a driver's license as identification.
[SEAL]
NOTARY PUBLIO
~:::aN JOANN MANOAHIIELLO
•
~'
i4fi'E
6 ;.: :.,
MY COMMISSION / CC 501143
:s' ;<=
~ IXPIRES: December 22 1999
~'~;q,•,,, •`''' Bonded ThN Notary RbNC Underwrflers
75
6
~B 1 0'9'92 Pg 76
~~
Print me: ;A~,f~:; ~' a.,.:~.c~~~:;~N,
~t"~
Print Name: 2 ./v`aLZa~/
STATE OF FLORIDA
COUNTY OF PALM BEACH
Village of Tequesta
B .
I.
Oi
The foregoing instrument was acknowledged before me this ,~~..~. day of
v7~ ~~~ , 1999,~y~~. Z~~~ ~r~ ,F. ;c.~au,~.~~ c ~` on behalf of Village
of Tequesta who: C7 is personally known to me, or ^ has produced a driver's .license as
identification.
[SEAL]
N:\PS IfiTEQUESTA\PARKI NG. R EC
Nd ARY PUBLIC '~
;j ~t~i:ti~; JOANN MANGANIELLO
i.: ;.: MY COMMISSION +f CC 507149
i; :~: :o EXPIRES: December 22 1999
.':~P. ~o?'~ Borbed iTIN NOW), PebAc llndeRNllbfe
•... -~
7
FRB 110992 Pg 77
ti.
t'X li I !s! T' '~i? "
LEGAL. DESCRIP"['ION
PARCEL NU. I
t_.Y[NG IN SEC`['ION :i0,
'COV~~NSI-i[P 40 SOUTI-I, RANGE 4:~ L•ASl'
A PARCL:L OF LAND I_Y[NG tN SECTION 30, TOWNSI-{IP 40 SOU"T'[-[, RANGE 43
EAST, PALh1 BEACI-I GOUNT~', FLORIDA, BEING MORI: PARTICU+_ARL.I'
DESCRIBED AS~ FOLLOWS:
COA4MENCING A'I' THE POINT OF INTERSECTION OF TI-{E CENTERLINE OF
STATE ROAD NO. S (US HIGHWAY NO. I) WITH THE SOUTH LINE OF
SECTION 30, 3'OWNSHIP 40 SOUTH, RANGE 43 EAST; TIiENCE NORTI-f
03°54'55" EAST (BASIS OF BEARINGS), ALONG THE SAID CENTL-;RLINE, `A
UtSTANC'E OF G9S.SS FEET' 't0 A PO[NT ON THE EASTERLY EXTENSION OF
THE NORTH RIGHT-OF-WAY LINE OF BRIDGE ROAD (PL-R DEED BOOK 1 IGG,
PAGE SS2 OI~ TI-{E PUt3LIC RECORDS OF PALM BEACii COUNTY, FLORIDA);
THENCE SOUTH 89°46'55" WEST, ALONG SAID EASTERLY EX'['ENSION AND
SAID NOR7'i-i R[G[-iT-OF-WAY [.tNE, A DISTANCE- OF 673.37 FEET TO THE
PO[NT OF BEGINNING; THENCE CONTINUE SOUTEi 89°46'55" WEST, ALONG
SA[D NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 203.2 ( FEET; TI~ENCE
NOP.TH 00° 13'05" WEST, A DIS'T'ANCE OF 224.57 FEET; THENCE NORTH
89°46'55" EAST, A DISTANCE OF 263.52 FEET; THENCE SOUTH l8°43'3" WES"t',
A DISTANCE OF 87.10 FEET' TO TI{E BEGINNING 4F A CURVE, BE[NG
CONCAVE TO 'T'HE EAST AND HAVING A RADIUS OF 130 FEET; THENCE
SOUTHERLY' ALONG THE ARC OF SA[D CURVE THROUGH A CENTRAL
ANGLE OF 18°56'18", FOR AN ARC LEIGTH OF 42.97 FEET; THENCE SOUTH
0°13'05" EAST, A DISTANCE OF 74.99 FEET; THENCE SOUTI-[ 44°46'55" WEST, A
DISTANCE OF 35.36 FEET TO TIDE F'OI'vT OF BEGINNING.
?B 10992 Pg 78
Ex~t~B~r "~''
LEGAL DESCRIPTION
F'ARCEt, NO. 2
LYING IN SECTION 30,
TOWNSHIP 40 SOUTH, RANGE 43 EAST
A PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43
EAST, PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
C01~1ti1ENCING AT THE POINT OF INTERSECTION OF THE CENTERLINE OF
STATE ROAD NO. 5 (US HIGHWAY NO. 1) WITH THE SOUTH LINE OF
SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST; THENCE NORTH
03°54'55" EAST (BASIS OF BEARINGS), ALONG THE SAID CENTERLINE, ~A
DISTANCE OF 695.55 FEET TO A POINT ON THE EASTERLY EXTENSION OF
THE NORTH RIGHT-OF-WAY LINE OF BRIDGE ROAD (PER DEED BOOK 1 166,
PAGE 5.52 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA);
THENCE SOUTH 89°46'55" WEST, ALONG SAID EASTERLY EXTENSION ANU
SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 876.58 FEET; THENCE
NORTH 00° 13'05" WEST, A DISTANCE OF 224.57 FEET TO THE POINT OF
BEGINNING; THENCE CONTINUE NORTH 00°13'05" WEST, A DISTANCE OF
96.49 FEET TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF
TEQUESTA DRIVE (PER OFFICIAL RECORD BOOK 6625, PAGE 302 OF THE
PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA); THENCE ALONG
SAID SOUTHERLY RIGHT-OF-WAY LINE FOR THE NEXT TWO (2) COURSES,
NORTH 67°59'40" EAST, A DISTANCE OF 231.34 FEET; TO THE BEGINNING OF
A CURVE, BEING CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 305
FEET; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 9°52'46", FOR AN ARC LENGTH OF 52.59
FEET; THENCE DEPARTING SAID RIGHT-OF-WAY SOUTH 51°10'19" EAST
ALONG ANON-RADIAL LINE, A DISTANCE OF 38.83 FEET; THENCE SOUTH
00°13'05" EAST, A DISTANCE OF 68.97 FEET TO THE BEGINNING OF A CURVE,
BEING CONCAVE TO THE WEST AND HAVING A RADIUS OF 70.00 FEET;
THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A
CENTRAL ANGLE OF 18°56' 18", FOR AN ARC LENGTH OF 23. l4 FEET;
THENCE SOUTH 18°43'13" WEST, A DISTANCE OF 86.09 FEET; THENCE NORTH
89°46'55" EAST, A DISTANCE OF 263.52 FEET TO THE POINT OF BEGINNING.
SAID PARCEL CONTAINS 1.0022 ACRES MORE OR LESS, SUBJECT TO
EXISTING EASEMENTS OF RECORD.
vxa~~ ~ wx~~ i -rz.~.rc;:~t.~
-'?8 10992 Pg 79
$~~~ nCe~ "riY H. WILKEN, CLERK PE C011NTY, F(.
LEGAL DH.sCRIP'TION
OF
TEQUE.STA ASSOCIATES PARCI~L
A PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43
EAST, PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
FROM THE POINT OF INTERSECTION OF THE CENTER LIMB OF STATE ROAD NO. S
(U.S. HIGHWAY NO. 1), WITH THE SOUTH LINE OF SECT[OTi 30,BEAR NORTH
03oS4'SS" EAST, ALONG SAID CENTERLINE, A DISTANCE OF 693.55 FEET; THENCfi
BEAR SOUTH l9o4b'SS" WEST, ALONG THE NORTH RIGHT-OF-WAY LINE OF BRIDGE
ROAD AND TTS EASTERLY EXTENSION, A DISTANCE OP 176.5! FEET TO THE POINT
OF BEGINNING; THENCE CONTINUE SOUTH l9o46'SS" WEST, ALONG SAID NORTH
RIGHT-OF-WAY LINE, A DiSTANCS OF 94.23 FEET, TO THE INTERSECTION WITH THE
EASTERLY R1GNT-OF-wAV LINE OF OLD DIXIE Ht(3HwAY, AS RECORDED iN ROAD
PLAT BOOK S, PAGE 146, PALM BEACH COi1N'TY PUBLIC RECORDS; THENCE HEAR
NORTH Sbo13'43" WEST, ALONG SAID EASTERLY RIGHT-OF-WAY LINE, BEING TIC
CHORD OF A CURVE HAVING A RADIUS OF 25.0 FEET, A DISTANCE OF 27.95 FEET;
THENCE BEAR NORTH 2201420" WEST, ALONG SAID EAS'ITrRLY RIGHT-0F-WAY
LINE, A DISTANCE OF 219.87 FEET; THENCE CONTINUE ALONG SAID EASTERLY
RIGHT-0P-WAY LINE, ON A HEARING OF NORTH 22oS2'40" EAST, BEING THE CHORD
OF A CURVE HAVING A RADIUS OF 25.00 FEET. A DISTANCE C~ 35.43 FEET TO THE
INTERSECTION WITH THE SOUTHERLY RIGHT-0P-WAY LINE OF TBQUESTA DRIVE;
THENCE BEAR NORTH 67oS9'40" EAST, ALONG SAID SOUTHERLY RIGHT-0F-WAY
LINE, A DISTANCE OF 200.25 FEET; THENCE HEAR SOUTH OOo13'OS" EAST, A
DISTANCE OF 326.3'7 FEET TO THE POINT OF BEGINNING;
SUBJECT TO AN EASEMENT OF THE WEST 10.00 FEET OF THE ABOVE DESCRIBED
PROPERTY CONTAINING 2295 SCtiJARE FEET (0.03 ACRES) MORE OR LESS.
SAID LANDS SITUATE, LYING AND HEING IN PALM BEACH COUNTY, FLORIDA.
SUBJECT TO ALL PERTINENT MATTERS OF RECORD.
THE AFORESAID PARCEL CCNTAINING )G~ ACRE3, MORP OR LESS
alrr-arr.~j~as
t•~,.. .1-19'9 04:44p~ '99-106456
ORB 10992 Pg 80
luanu~ iunulul~lnluunlniutlmniul~n
PRisPAiZL;U 13Y ANU Rls'1'URN 1'0:
1~tmes M. 13lackburn, Esy.
1 G9 '1'ec}ucsta llrive, Suite 12-Ir
'l'eyue~,ta, l~L 33409 ,
Kl~;CIPRUCAL PARKSNG EASEMENT' AND DRIVEWAY EASC ENT AGREEMI~;N'I'
. Phis ltceiprocal Parking Easement and Driveway Easement grccmunt ("E:tscmcnt
/~grccmcnl"), is cfl'cctivc.-_/'~n-~2Cr't Ito , 1 c)99, and is entered nto by and between 1M!
.A., a national banking
'1'cyucsta Properties, inc., a i~ lorida corporation ("JML") anti Nationsl3ank,
;tssociation ("Nationsl3ank") (collectively, the "Owners").
RECITALS:
n. DMZ owns title to the real property described in Exhibit "A" hcrct (the "JML Parcel"); and
NationsBaitk, as successor to Barnett Bank of Palm ~f3each Cou ty, owns title to the real
Prorerty descrihed in Exhibit "B" hereto (the "NationsDank Farce "). The JM/_ ['arcel and
the NationsBank Parcel arc hercinatZcr each colicctivcly called a "Parcel" and hcrcinaller
collectively called the "Parcels."
fi. 'l'ire psrcels are contiguous to each other,
~'. The Owners wish to enter into this Easement Agreement.
vUW C11I;itGl~UltL, for valuable consideration, the }~arlies :agree as Coll nvs:
I . Recitals. The recitals set forth in Paragraphs /~ through C above a c true and correct. and :u•e
incorporated herein by this reference. •
Easement Grant bY,TMZ. JMZ hereby grants to NationsBanl: air its respective ctastomcrs,
gagccs, a non-exclusive
patrons, tenants, cmployces, agents, licensees, invitees and nto
easement (subject to matters of public record; however, JML r presents ,uul w:u•rants tv
NatioitsBiink that there are no liens or mortgages encumbering Ire Jul"/.. Parcel) over anal
through the parking areas, driveways, drive aisles, sidewalks and ~tlkwitys (i f any) nqw or
he:rcafter constructed on the JMZ Parcel for}~ark ing and for j~edes Tian and vehicular acct».
3, t~aaement Grant by Nationsl3ank, t~rationsi3ank hereby grants o JML and its re:,pcctivc
customers, patrons, tenants, cmployces, agents, licensees, invite s and mortgabccs, a non-
exclusive; easement (subject to matters of public record; howcve , Nationsl3ank represents
anti warrants to JMZ that there are no liens or mortgages cncu boring the Natiottsliank
Parcel) over altd through the parking azeas, driveways, drive aistc ,sidewalks and walkways
(if' any) now or hereafter constructed on the NationsIIank Y reel for parking anti for
pedestrian anti vehicular access.
4, Vehicular Access Between the Parcels..ln consideration for Na ionst3ank's joinder in anef
execution of the TER,'~1Ii~'ATIOV OF AGRFEI/lENT,S o even date anumg JI\'[7.,
r~ECOADER'S DEMO: Legibility of document
unsatisf~ctorv when received.
0'992 Pg 131
Nationsliank, and Tequesta Business Associates, a Florida bcnccal • partnership
("Associates"), JM7, abrecs to continue to maintain aTwenty-Fa r (24) loot driveway
easement running essentially north and south from Tcqucsta I)ri a to Brid~c xoad in
Tcqucsta, Florida on the cast Twenty-Four (24) feet of the .tML 1' creel which abuts the
NationsBank Parcel (the "llriveway Easement"). 'this I~rive;way E:t~cment is rCSCrved by
JMZ for itself, its customers, patrons, tenants, employees, agcrtts, t ccnsees, icivitccs and
mortgagees and is granted to NationsBank and its customers, Matron ,tenants, employees,
agents, licensees, invitees anti mortgagees as anon-exclusive vchictcl. r dt•ivcw:ty for ingress
and egress to and from Teyuesta Drive and fridge Road from and o the respective JiV1Z
Parcel and the NationsAank Parcel. 7MZ agrees that N:ctionsBank's existing :ccccss to this
Driveway Easement shall not be blocked or impeded by JMZ without tttio~,sRank's written
agreetttent, which agrcernent NationsBank agrees not to un ea.5unahly witltltold.
NationsBank acknowledges that JMZ contetuplates demolition of th existing buildings on
the JMZ Parcel and construction of new buildings thereon which will result in relocation ~f
par~Cing spaces and temporary disruption of the normal flow of traf tc or, the Jvt7. Parcel
during construction, and NationsBank agrees to accocttmodatc s cch constntction a,td
disruption so long as its access to and from the Nationsl3ank Parc 1 over the nt•ive~vay
Easement is not unreasonably detoured, restricted or impeded.
Pedcstri<ut Access Between the Parcels. Each Owner shall continu to provide tier direct
pec.iestrian access between its .Parcel and the Parcel of the other Owt er so that pedestrians
n,ay directly access each Parcel from the other Parcel.
G. Uwner's Maintenance Oblieation. Each Owner shall maintain or c use to be maintained
those poctions (if any) of its Parcel which are used for parking and for • ccuss. 'l'he condition
ant] maintenance of parking areas, and access, shall coml,ly with applicable codes altd
regulations petZaining thereto.
7. Relocation of Parkintz and Access Structures; Uevctopment or rarcc,
of the Driveway Casement created in paragraph 4 shove, each Uwnec
CltactbC, from titnc to time, in accordance with applicable ordinances,
Tcqucsta, the location of curbs, curb cuts, sidewalks, walkways uncl 1
on their respective Parcel. This Easement Agreement shall not be
reduction in parking spaces or an elimination of all parking spaces or
rcdctction or elimination is otherwise perntittcd uctdcr alt applic:
ordinances and regulalions. The Owners acknowledge that access un
temporarily restricted, from time to time, because of activities assoei
on sucl, Parcel or special events, however, the Driveway Easement sl
set forth in paragraph 4 above. The Owners agree that they shall not ~
in,lrrovemcnts now or hereafter located on their respective Parcel in
oC each other's parking spaces to meet any minimum parking spat
:cpl,li~:cblc law. 'this F•:LSen,ent Agreement shall not restrict pr otltc
each party's ahility to develop its own Parcel, e.g. an Qwncr's right tc
1'arcol for parking shall not impose a requirement on the other Own
trwrc tluuc the tttinirtttutt number of parking spacc~ allowed i f this P,.r.
nol exisl. Thr Owe~crs aclutowledse that the improvements which cur
Parcel (except for the llriveway Easement) will bo demolished raid tlr
I/asentent Agreemcait, there arc no specific plans for the development
5. \~Ilth 1hC CXCCpl1Un
skull have the right to
talcs and standards n!'
parking spaces located
deemed to prohibit a
a given Parcel i f such
ble codes, standards,
a bivctt P:trccl may he
ttcd with construction
call not be impaired as
educe, rxpand or alter
reliance upon the use
rcquircmcnts or any
revise adversely afl'cct
use the other Owner's
pr's ~l'arcc,l to ntaintsin
;cmcnl Agrcc-nc-tt did
~ently exist on the ):VlL
tl, as uftlcc date ofthis
n f the JMZ Parcel. No
2
'3 ~t992 Pg 8~
Owner shall have the right to object to the development of a Parcel r to the construction of
impravemcnts on such Parcel based solely on this Easement Abrcc ~cnt.
};, Attnrne:ys' Fccs. In the event of any litigation (including appellate 1 ruccedings) arising out
of ur in cunncction with this Easement Agreement and the ribl s, responsibilitics and
- oblisations contained hereunder, the prevailing party shall be enti led to recover Goth the
losing party, its reasonable attorney's fees and costs,
), Apaurtenant Easement. T'he covenants, restrictions, easements, urdcns and limitations
imposed ~tnd created by this Easement Agreement shall burden the P reels and shall run with
and benefit and shall be appurtenant to each of the Parcels.
I U. Partial invalidicy. i f any terms, covenant, or condition of this )~ ase ent Agreement shalt be
held to be invalid or unenforceable, the remainder of this Easr;men Agreement shall not he
affected. thereby and eaoh ret~iaining term, covenant and condi ion shall he valid anti
c°nfurccabtc to the fullest extent permitted by law.
1 1. Mollification. "this Easement Agrccmcnt may only be modified car a+ncndcd upon wt•ittctt
agreement of alt parties hereto, and recorded in the public records of Patm Beach County,
Florida.
12. Municipal Qrdinances. Nothing contained in this F:iasement Ag Y ~~ Y shall he construed
to limit, effect or annul any municipal ordinances or ntles as the 1 1 to or affect any of
tl~c: l'arccls, except as expressly provided herein.
1)• Governins~ Law. This Easement Agreement shall be construed ut der the laws of the State
of l~lorida, and venue for any action arising under this Agrccmt;n shall be in the: courts of
Palm Butch County, Florida.
l4, , uct;t:~sor and Assicns. "[his Easement Agrccmcnt shall be binding nn titt: nwncrs, tltcir
successors and assigns.
15. No Dedication. Nothing herein shalt be construed to create any ri ~Itts in the general public.
Signal, sealed • t delivered
in the pr e u .
Print ~mc: ~~,~'c ~ ~-
Print Name: ~ino.~?~~'~'`
NationsBank, N. A.~ :+ national banking
association
By:.~ - .....--
Name: Moni mane...--.---
Senior Vice President
Its:
7
3
9
NOT RY PUB TL C
JMZ Tcqucsta Prop
corporation
ay: _
N• e• John Vi. Zyr
1 , : President (~
S'I'A'1'h; OF FLORID - /
COUNTY OC' ~ ~ ~l~h~
'('lac fot•egoing instrument was acknowledged before me this 7 ' d y of _~G
1999, by ~4• ~._~~..tl~~tas lw P on beh f of Nation. Bank, N.A., a nalinnal
~~~ ....
banking assoctation, on behalf of the association; who: ~'is personally k town to me, or ^ has
pi•e~duccd a driver's license as identiGeation. ~~
[Seal]
n'w'~,own ~aa~d
ZOOd'gJ w ~ONMtIDp~e •~S'.+;1'~lt~::
EEC[SL ~ aAON'S3dIdX3 =~•
N371nly'BI~H yg~,tW .Tr,,it?=
"~~~?~_
!'tint N• t1e: ~.~All>~'S //~~ ,c3,~~%~~<;f'/t~/
~j ~
4't•int Nam S..Lb`~cr'~~
n'1°rt;s'c~.
N__/~-
Scccclary
STATC Uh .hi..012IDA
CUUN'1'Y OIL P=z_~,,~ ~~a-~
eS, ~C., a 1'lorlll:l
~ ~~
tell i, 1 [
'I'l~c t'oregoing instrument was acknowledged before me this _ _/Cx.~
199~~, by John M. luccarelli, III, and _ ~ ~ h , as President an
of JMZ Tcqucsta Properties, lne., a rlorida corporation, on behalf of the
personally known to me, or ^ has produced a driver's license as identifica
[Sca.l] N~STARY PUBLIC
.09'92 Pg 83
:iay of Cc, •-
Sccrctal•y respcctivcl~
:c~rporalion; who: is
on.
;~.'.~:F JOANN MANGANIEl10
;.:.. .. MY COMMISSION ! CC 6071
•~ ~'~p, ;:I;'~ ~ 8aided 11nu Nohry puDNo22. 1
l5 55