Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Agreement_General_05/14/2009 (3)
Updated Agreement Received from John Zuccarelli 5/13/09 LEASE AGREEMENT Between MAIN STREET VILLAGE, INC., a Florida Corporation and JMZ TEQLTESTA PROPERTIES, INC., a Florida Corporation (LESSORS) and THE VILLAGE OF TEQLTESTA, 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. -2- 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 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. 502003CA006272XXXXMB-AE, code violations as alleged or determined in ' ~ VILLAGE Code Enforcement Case Nos. 2008-00164 and 2009-00013, and cross-parking ~ QD agreements for which the PROPERTY is presently utilized. The VILLAGE fiuther ~oc~ncJ~ 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. -3- 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 -4- 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 b~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. -5- 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 Propertv, 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 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. -6- 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 -7- 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. -8- 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 -9- 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. 502003CA006272XXXXMB-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 -10- 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 Jur. 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 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. -11- 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 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. -12- 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 OiTIE~; INC. By: ,~~ _ By: _~: SEAL `~ ~` ATTEST: INCORPORgTED; a N' c7_ • `~ '~~~~~~ OF~~mwO~,``e~ By: ~1~- ~~~-- ~~~Yl~ Lori McWilliams, Village Clerk T~a{tW M. Zuccarelli, John VILLAGE OF TEQUESTA ~ s -J `~~~ By: Pat Watkins, Mayor -13- EXHIBIT A TO LEASE AGREEMENT LEGAL DESCRIPTION TEQUESTA VILLAGE CENTER, PARCELS 1, 2 AND 3 CROSS PARHING AGREEMENTS REFERRED TO IN PARAGRAPHS 2.02 AND 2.03 Mar-17-199'3 04:44ps 99-1 X8455 ORB 1 ~99~ p9 7~ Con 10.00 Doc 0.70 I IIN N III II IN II III II I~ II III II 111 II 111 II 111 II 111 I IHI 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 Gti, i l C~-i/ ~ ~S RECIPROCAL PARKING EASEMENT AGREEMENT This Reciprocal Parking Easement Agreement ("Easement Agreement"), is effective /h~l-QcN ,[~o , 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 `Tequuesta 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 by 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 Parking 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 'RB 1 X992 Pg 72 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 costs. 9. A~aurtenant 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 Invalidity. 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. Modification. 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. Goveming 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 3 ~B 110992 Rg Signed, sealed and delivered in the presence of: STATE OF ~ 10•~~; ~~, ~ COUNTY OF t-' 1u~ ~~~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 By: tip' ~Y', ~\~.~ ~ 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 Pa ers, Inc., a Florida corporation, gen ral partner of Tequesta Business Associates, a Florida general partnership who: is personally known to me, or O has produced a driver's license as identification. [SEAL] STATE OF FLORIDA COUNTY OF PALM BEACH ~. NOTA~ PUBLIC ~:*~ ""•••. Sylvia L Hester ~;~ MY COMMISSION ~ CC685469 EXPIRES '` ,~'a January 2q 2002 ''•'¢ of 1y?°,~`' BONDED THRU TROY FAIN INCURANQ; MIC ti~~~• The foregoing instrument was acknowledged before me this I day of 4 4B 1099 Fg fit} - ~. ' , 1999, by Louis N. Feibel, as Presiden# on behalf of Tequesta Realty Corp., a Florida co oration, general partner of Tequesta Business Associates, a Florida general partnership who: ^ is personally known to me, or t~ias produced a driver's license as identification. C•. !. ~ ~ l ~ ( r. [SEAL] NOTARI~ PUBLIC ~~~+'•'~'~k.. Sylvia L Hester .. .:: MY COMMISSION # CC685469 EXPIRES .; January 28, 2002 ~i,oj~1,~•'' BONDEDTHRUTROYFAINMgURA1JCE;INC 5 ']RB 1092 Pg '; Print e: ~ ~ ~ai~_s ;~; /~~.; c'~iGt~%(~ ~~ Print Name: tin . / r3 ~ JMZ Tequesta Properties, Inc., a Florida corporation By: Preside ATT T: ea Se ary STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me this ~l c,G~ day of ~~.~/_ , 1999, by.1c;+N ~ ~:.;<<:,:,.,.~~; ;was rf ~ ~; ,~~:.ti; ; on behalf of JMZ Tequesta Properties, Inc., a Florida corporation who: C~'is personally known to me, or D has produced a driver's license as identification. [SEAL] ~:r ~. ~~~ NOTARY PUBLI(3 ~:~ evy,, JOIII+IN NUWGANIELLO S '' ~~ ~' = MY COMMISSION / CC 507143 a = ~ e ` D(PIRES: December 22 1999 ••• Bonded ThN Noltry PUbNc UnderNRttefS 75 6 ~B 1 ~~92 Pg 76 ~, , Print me: ;'A~,f~_, ~' ;,,.:~.~~~,:~,N` ~i~ ~`v`n~'j~----- Print Name: 2 . /da ~~~/ STATE OF FLORIDA COUNTY OF PALM BEACH Village of Tequesta B I. Oi The foregoing instrument was acknowledged before me this ,~~..~, day of a-7~.' u~~ , 1999,~y~~, Z~~~ ~~,, ,~_ ;~N,~u,~~ .~~~ vc ~ on behalf of Village of Tequesta who: CJis personally.known to me or ^ has produced a driver's.license as identification. [SEAL] N:\PSHITEQUESTA\PARKING. REC -e.s..~_ .•-r - ~...i N6 ARY PUBLIC '~ ,i ;:~;;~:Y:F~,. JOANN NIANGANIELLO ~' := MY COMMISSION / CC 507149 j'•' o EXPIRES: December 22, 1999 ;) ,°'~Ap', Bonded 1Aru Notary Ribllc UndenvrRefa 7 FRB 1099 Pg 77 1 . t'X ff 1 P~ r T- , gig " LEGAL DESCRIP"1~fON 1'AIZCEL NU. I L,Y[NG I N SEC~'ION 30, TOVVNSI~IIP 40 SOUTH, RANGE 43 E/~S1' A PARCEL OF LAND I_Y[NG IN SECl'ION 30, TOWNS!-II(' 40 SOtl'f[-[, RANGE 43 EAST, Pt1LM I3E.:AC1-( CUUNT~', FLORIDA, BEING MORE: PARTICU±~ARLti' DESCRIBED AS~ FOLLOWS: C'OMMENC'ING A'I' T[~L- POINT OF INTERSECTION OF T1-[E CEN'fE1tLINE OF STATE ROAD NO. 5 (US HIGHWAY NO. l) WITH THE SOUTH LINE OF SECTION 30, T'OWNSH(P 40 SOUTH, RANGE 43 EAST; TIiENCE NORTI-f 03°54'55" EAST (BASIS OF BEARINGS), ALONG TH>r SAID CENTERLINE, `A UISTAN('E OF 695.55 FEET 'f0 A POINT ON THE EASTERLY L-X7'ENS[ON OF THE NURTE-I RIGHT-OF-WAY LINE OF BRIDGE ROAD (PL-R DEED BOOK 1166, PAGE _5.52 OI~ TI-{E PUBLIC RECORDS OF PALM BEAC[i COUNTY, FLORIDA); THENCE SOUTH 89°46'55" WEST, ALONG SAID EASTERLY EX'T'ENSION AND SAID NOR7'I-i RIG[-TT-OF-WAY LINE, A DISTANCE OF 673.37 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTEI 89°46'55" WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 203.21 FEET; T[~ENCE NOP,TH 00° 13'05" I~VEST, A DIS'T'ANCE OF 224.57 FEET; THENCE NORTH 89°46'55" EAST', A D[Sl'ANCE OF 263.52 FEET; TI~ENCE SOUTH 18°43'I3" WCS"f, A DISTANCE OF 87.10 FEET TO THE BEGLNNWG CK A CURVE, BEING CONCAVE TO 'T'HE EAST AND HAVING A RADIUS OF 130 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18°56'18", FOR AN ARC LCNGTH OF 42.97 FEET; TI{ENCE SOUTH 0°13'05" EAST, A DISTANCE OF 74.99 FEET; THENCE SOUTE-[ 44°46'55" WEST, A D1ST'ANCE OF 35.36 FEET TO TIDE POt'vT OF BEGINNING. ?B 10992 Pg 7~ Ext~-B~r "~'' LEGAL DESCRIPTION PARCCt, 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 FOLLO~YS: C01~1!~1ENCING AT THE POINT' OF INTERSECTION OF THE CENTERLINE OF STATE ROAD NO. 5 (US HIGHWAY NO. 1) W1'tH THE SOUTH LINE OF SEC'T10N 30, TOWNSHIP 40 SUUTH, 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 R[GHT-OF-WAY LINE OF BRIDGE ROAD (PER DEED BOOK 1166, PAGE 552 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 OI`I 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 23.14 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. -9B 10992 Pg 7~ ~~ ~~ +iY H. WILKEN, CLERK PB COUNTY, FL I~XHIHM C LEGAL DF.sCRIlTION OF TEQUI:.SI'A ASSOCIATES PARCRL 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 INTERSEC'CtON OF THE CirMER LIMB OF STATE ROAD NO. S (U.S. HIGHWAY NO. 1), WITH THE SOUTH LINE OF SECTIOTI 30,BEAR NORTH 03oS4'SS" EAST, ALONG SAID Cam, A DISTANCE OF 693.55 FEET; THENCE HEAR SOUTH 39o4b'SS" WEST, ALONG THE NORTH RiGN'C-OF-WAY LINE OF BRIDGE ROAD AND TTS EASTERLY EXTENSION, A DISTANCE OP l76.S! FEET TO THE POINT OF BEClINNING; THENCE CONTINUE SOUTH l9o46'SS" WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 94.23 FEBT, TO THE INTERSECTION WITH THE EASTERLY RIGHT-OF-wAY LINE OF OLD DIXIE HIGHWAY, AS RECORDED iN ROAD PLAT BOOK S, PAGE 146, PALM BEACH COUNTY PUBLIC RECOitOS; THENCE BEAR NORTH 56013'43" WEST, ALONG SAID EASTERLY RIGHT-OF WAY LIN$ BERVG THE CHORD OF A CURVE HAVING A RADIUS OF 25.0 FEET, A DISTANCE OF 27.95 FEET; THENCE BEAR NORTH 22014'20" WEST, ALONG SAID 8AS'IEitLY RIGHT-0F-WAY LINE, A DISTANCE OF 219.87 FEET; THENCE CONTINUE ALONG SAID EASTERLY RIGHT-0F-WAY LINE, ON A BEARING OF NORTH 22052.40" EAST, BEING THE CHORD OF A CURVE HAVING A RADIUS OF 25.00 FEET, A DISTANCE Ofi 35.43 FBBT TO THE iN'I'ERSECTION WITH THE SOUTHERLY RIGHT-0P-WAY LINE OF TEQUESTA DRIVE; THENCE BEAR NORTH 67oS9'40" EAST, ALONG SAID SOUTI~RLY RIGHT-0F-WAY LINE, A DISTANCE OF 200.25 FEET; THENCE BEAR SOUTH OOo 13'05" EAST, A DISTANCE OF 326.37 FEET TO THE POINT OF BEGINNING; SUBJECT TO AN EASEMENT OF THE WEST 10.00 FEET OF THE ABOVE DESCRIBED PROPERTY CONTAINING 2295 SQUARE FEET (O.OS ACRES) MORE OR LESS. SAID LANDS SITUATE. LYING AND BEING IN PALM BEACH COUNTY, FLORIDA. SUBJECT TO ALL PERTINENT MATTERS OF RECORD. THE AFORESAID PARCEL CONTAINING XrX X ACRES, MORE OR LESS a1r+e-aew~~w P.,.. , 7-1993 04:44pra 99-106456 ORB 10992 Pg 80 iliauu~ inumnl~luluunlnulnlnnml~a PRIa'ARL'U 13Y ANU RETURN 1'0: James M. Blackburn, Esy. 1GrJ 1'equcsta Drive, Suite 12-Ir "l'eyu~ta, Fl, 33409 . G~~'rl GR•~! ~(S ~Isr! RF;C;iPRUC'AL PARKING EASEMENT AND DRIVEWAY EASE EN1' AC;REEtV1)F;N't Phis 1Lceihroctil Parking Easement and Driveway Easement grccmunl ("E:cscnlcra Asrccmcnt"), is cCl'cctivc -_!'IA-,2Crf ~~ , 1 x)99, and is entered nto by and bctwccrt J M!_ '!'cclucsta Properties, Inc., a i~lorida corporation ("JML") anti Nationsl3ank, .A., ;r nati~~rtal hanking ;association ("Nationsl3ank") (collectively, the "Owners"j. i RECITALS: n. .DMZ owns title to the real property described in Exltibit "A" hereto NationsBaitk, as successor to Barnett Bank of Palm ~f3each Coun Prorerty ciescrihed in txhihil "R" hereto (the "Nati~nsDailk Farce the NationsBank Pare} arc hcrcinatZcr each collectively called a collectively called the "Parcels." f3. The psrcels are contiguous to each other. ~'. T11e Owciers wislt to enter into this Easement Agreement. vUW 'CI11iRLl~URL, Cor valuable consideration, the }::trues agree as toll (the "JML Parcel"); and ty, owns title to the real I"). Tlie JMl_ ['arecl and "Parcel" and hcrcinall~r s: Recitals. The recitals set forth in Paragraphs A throu};h C above a e true .jnd correct and :u'c incorporated herein by this refet'ence. ' Easement Grant by ,1MZ. JMZ hereby grants to NationsBank ant patrons, tenants, cmployccs, agents, licensees, invitees and mo easement (subject to matters of public record; however, JML r NationsBank that there are no liens or mortgages encumbering through the parking areas, driveways, drive aisles, sidewalks and Itci•caftercc~itstructed on the JMZ Parcel forparking <md for }:odes 3. Fa,Sement Grant by Nationsl3ank, 1~'ationsl3ank hereby grants cuslclmcrs, patrons, tenants, cmployccs, agents, licensees, actuate exclttsivt: casement (subject to matters of public record; ltowcvc and warrants to JMZ that there are no liens or mortgages cncu Parcel) over acrd through the parking areas, driveways, drive aisle (i f any) now or hereafter constructed on the NationsIIank Y pcdcstrii~n and vehicular access. its respective c~tstomcrs, ,gagces, a non-exclusive presents ,tnd warrants to I:e JM/.. Parcel) over an~f walkways (if any) nuw or rian and vehicular access. J MG and its reapect~ ve s and mortgagt;cs, a non- , Nations©ank represents nbcring the Nationsl~iank ,sidewalks and w;tlkways reel for parking and For 4, Vehicular Access Between the Parcels..ln consideration for Na ionsl3ank's joinder in an~1 execution of the TER:ti1[h'ATIO~I OF AGRF,EIv1ENT,5 o even dalu antung Jl•~1"!., r~ECORDER'S l~1EM0: Legibility of document unsatisfactory when rtsceived. X992 Pg 81 Nationsli:tnk, acrd Tequesta Ruslness Associates, a Florida ("Associates"), ]M7, abrecs to continue to m:tirltain a 'T'wenty-Fat easement running essentially north and south from Tcqucsta I)rir Tcqucsta, l;toricla on the cast Twenty-Four (24) feet of the ,IMl. 1' NationsB:tnk P:lreel (the "Driveway Easement"). "this Iriveway E~ JMZ for itself, its customers, patrons, tenants, emplo~ecs, agctlts, 1 mortgagees and is granted to NationsBank and its customers, Patron agents, licensees, invitees and mortgagees as anon-exclusive vchicttl: at1e1 egress to and From Tequesta Drive and Bridge Road from and Parcel and the NationsAank Parcel. JMZ agrees that NationsBank's Driveway l;asenlent shall not be blocked or impeded by JMZ without agreetttent, which agreement NationsBank agrees not to un NalionsQank acknowledges that JMZ contemplates demolition of the the JMZ Parcel and construction of new buildings thereon which will par~Cing spaces and temporary disruption of the normal Clow of traf daring construction, and NationsAank agrees to accottlmodate s disruption so long as its access to and from the Nationsl3ank Parc Easement is not unreasonably detoured, restricted or impeded. bcncral • p:trtncrship r (24) loot cirivcway e to Bridbc Road in u•cel which abuts the setrtent is reserved by ccnsees, invitees and ;, tenants, employees, r d rivcw:ty for itlyr~ss o the respective JV1Z existing :tccr,s to this ltttiansRank's written ea.~unably witltltold. existing buildings on result in relocaliott of ie on the J~i7. Parcel tch construction attd ~l over the friveway 5. Pedcstri<ul Access Between the Parcels. Each Owner shall eontinu to Prclvide for direct pec.lesttian access between its Parcel and the Pareel of the other Ow't er so shat pcdestri::.ns allay clircctly access each Parcel from the other Parcel. G. Uwtlcr's Maintenance Oblieation. Each Owner shall maintain or c use to be maintained lhclse Portions (if any) of its Parcel which are used for pazkinb and for access. "l'he condition :inel maintenance of parking areas, and access, shall comply with aPPlicablc cocJcs attd regulations pertaining thereto. 7. Relocation of Parkin and Access Structures; pevclogment ol'Parce s. With the rxcertion of the Driveway Casement created in Paragraph 4 shove, cash Uwnet shall have the right to chanbe, from time to time, in accnrdanee with applicable ordinances, rules and standards of Tcqucsta, the location of curbs, curb cuts, sidewalks, walkways and irking spaces located on their respective Pareel. This Easement Agreement shall not be deemed to Prohibit a recictctic~n in Parkins spaces or an elimination elf all Parking spaces o a given P:trcrl i f such reduction or elimination is otherwise petntitted wtdcr all apPlir ble curies, standards, ordinances and regulations. The Owners acknowledge that access utl a given Pareel may he temporarily restricted, froth time to time, because of activities assoei tecl wish constrttctiutl on such Parcel or special events, however, the Driveway Easements all not be intl-aired as set forth in paragraph 4 above. The Owners agree that they shall not educe, exPanct ur alter inllrrovements now or hereafter located on their respective Parcel it reliance upon the use of each other's parking spaces to meet any minimum parking spat ~ reiluircments or any ap}lli~able law. 'this F:lsement Agreement shill not restrict pr nth • vise adversely affect each Party's ability to develop its own Pazcel, e.g. an Qwncr's right t use the other O~vtler's Pacccl for parking shall not impost a rcquircmcnt on the other Own is ~l'arcel to :ll:tintain Ir1VCC lllatl the llllltllllltlll I111111bCr Of parklll~ SpaCCJ al.lnWP.d If thlt l"7A. cmcnt Agreement did nut Cxi~l. Tllc Owt,cr~ aclulowledge that the improvenictlts which cu catty exist on the J UlL ['octet (except for the Driveway Easement) tivill bo demoli6herl atitl tlt 1, as u i'tltr: rldtc o f this >rasetlletlt Agree:llcllt, there arc no specific plane fi,r the cicvc]oPment f the JMZ Parcel. ivo 2 ` '9 X992 Pg 82 c Owner shall have the right to object to the development of a Pareel r to the construction of improvements on such Parcel based solely on this Easement Abrcc unt. - ?;. Attc-rnev~' Fees. In the event of any litigation (including appellate I rucc~dinSs) arising out of ur in con-tcction with this Casement Agreement and the ribl s, responsibilities and - obligations contained hereunder, the prevailing party shall be cnti. led to recover from the losing party, its reasonable attorney's fees and costs y. ~p~urtenant Easement. The covenants, restrictions, easements, urdcns and limitations imposed and creacted 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 Invalidity. if any terns, covenant, or condition of this lase ent Agrc:e:ment shall be held lc~ he invalid or unenforceable, the remaincicr of this Eastmcn /~srccmcnt shall not he affected. thereby and eaoh remaining term, covtrnant and condi ion shall he valid and c'nforccable to the fullest extent permitted by law. 1 1. Modification. This Easement l~erccmcnt may only be modified ~ r amended upon written agreement of all parties hereto, and recorded in the public records of Palm Beach County, Florida. 1 ?. Municipal Ordinances. Nothing contained in this F:asement Ag y ~~ y shall be construed to limit, effect or annul any municipal ordinances or Hiles as the ~ 1 to or affect any of tl~c I'arccls, except as expressly provided herein. I ~. C;ovcrnin~ Law. This Easement As,*reement shall be construed uc der the laws of the State of hlorida, and venue for any action arising under this Agrcemt:n shall be in the courts of Pslm Beach County, Florida. l4. , ucccsor and Assit±ns. "L'his Easement Agreement shall be binding nn tlw nwncrs, their succcssocs and assigns. 15. N l~ )edication. Nothing herein shall be construed to create any ri ~Itts in the general public. Signal, sealed • l delivered in the pr ~ e u . Print mc: 5.~~'L ~ ~- _`.~~~~c Print Name: rMO- ~?~L-~'~ NalionsBank, N. n. :; national banking association gy....._. .._.. _ _... _ .ti, Name: Mon' mann..._-.•-- Senior Vice President Its: _..._._~ 7 3 9 5'I'A'1'H: OF FLORID - // COUNTY OP' ~ ~ ~/hHt • 'l'ire foregoing instrument was acknowledged before me this 7 ' d 19<)~), by ~t,~~•~_ft,a~,~as Sy P on beh f of Nations banking association, on behalf of the association; who: is personally k pl•oduccd a driver's license as identification. ~~ (s~:~l] ----- e ~ L~w~~wn~o~d,c,~,~`"""` NOT RY PUBLIC ZOOZ'8~egwanoN:S3aIdX3 ''•~'~'~~' E>;b[S[ ~~ / NOISSIWWO~ AW ~• r~r3tinW•e,t~alys ~ JMZ Tequcsta Propf .~'~`j corporation l'rinl N• tu: .J-4n>~'S /~' ,c3,~~[%~E!~if'ti~ I~' e• John M. Ztit i .: President (i ~~ l Print Name: __G'T~~sc S. cT~~ n'rrl;s'l~: N! Secretary STATL UF.I~1..U121UA C U U N'1' Y O h P~~2,~-~ ~~ lli, l[ 'l'ire foregoing instrument was acknowledged before me this _ _/C _~ 1 ~)~)~), by John M. luccarelli, II1, and •_ •_ ~ ~.t , as President any of JMZ Tcquesta Proltecties, inc., a I lorida corporation, on behalf of the personally known to me, or n has produced a driver's license as identifica (Sea(] NCSTARY PUBLIC .0992 Pg 83 ~y or_.~~uc~ ~~ 5~ Bank, N.A.., a national town to ine, or ~ has a Florida ;iay n f Cc.., , Sccrct<<ry respcctiv`I~ xtrEt~ratioll; who: is on. . 'I ,,~;.r:~ rye JOANN NIAN~ANIELLO i ¢.. .._ MY COMMISSION / CC b071(3 ~n.e E7(PIRES: December 22, 19 9 •=1~ ~~ q ; ~;''.••' BaMed itMU Notvy RibAe