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HomeMy WebLinkAboutDocumentation_Regular_Tab 01_02/14/2008F t v ,~v ; a~~~ qM E M O R A N D U M ~~ o ~~* _ ~ ~" co To: Village Council From: Thomas G. Bradford, Village Manager ~~~~ Date: December 15, 1998 Subject: Purchase of Land and Buildings at Tequesta Plaza As you know, on June 11, 1998, the Village Council unanimously adopted Resolution No. 31-97/98. This Resolution declared the acquisition of land for a public road and Village Hall site to be a public necessity and authorized the employment of necessary experts and the filing of eminent domain proceedings to secure the properties desired. Additionally, this resolution authorized and directed the Village Attorney to proceed to take the necessary steps for the Village of Tequesta to acquire in its own name by donation, purchase or by eminent domain proceedings all or portions of the real property at Tequesta Plaza and to have prepared in the name of the Village of Tequesta, all papers, pleadings and other instruments required for that purpose, and to see that all eminent domain proceedings are prosecuted to judgement. Therefore, the Village staff has been in possession of all the authority from the Village Council to close on the necessary parcels for the stated purposes. However, at the meeting on June llt'', staff promised the Village Council that we would bring the matter back to you for a final review prior to closing on any purchases. It is for this reason that we have called the Special Village Council Meeting on December 15th. Subsequent to the adoption of Resolution No. 31-97/98 on June 11, 1998, Village Staff have been negotiating with representatives of JMZ Properties to secure the lands in question. On or about November 1st, staf f concluded that we had secured the best deal that we were going to be able to negotiate with JMZ to accomplish the purposes desired by the Village Council. The basic outline for the acquisition of the necessary land and building has been concluded. We intend to present to you at the Special Meeting a Purchase 1 Agreement and all associated documents and exhibits, which are attached hereto for your review. The basic outline of the acquisition is as follows: 1. The Village will pay JMZ $1,483, 000 for which the Village will receive: i. The Tequesta Plaza Shopping Center building ii. 52,778 square feet of land that will become known as the "Southwest Parcel". iii. 28,151 square feet of right-of-way for the 60 foot roadway to be built from Tequesta Drive to Bridge Road. 2. The Northwest Parcel will be held for two years for Lighthouse Gallery or any other cultural or civic use. 3. The Village has the right to swap the Southwest Parcel for the Northwest Parcel, should the Village decide to use the Northwest Parcel for any cultural or civic reason. However, this swap for the Northwest Parcel will cost the Village an extra $2.00 per square foot if the Village wishes to implement the swap, since the Tequesta Drive frontage makes the Northwest Parcel more valuable than the Southwest Parcel. 4. Tequesta is not required to construct the Village Hall on the Southwest Parcel, or any other parcel. If after two years, the Village has not commenced construction of a Village Hall or other municipal, civic or cultural facility, JMZ shall repurchase from Tequesta the Southwest Parcel for $477,000. 5. Tequesta will own the shopping center building and will demolish the same per the terms of the agreement with JMZ estimated to be demolished upon completion of the building to be constructed by JMZ on the Northeast Parcel. The estimated (appraised) cost to demolish is $100,000. 6. Tequesta will construct the new road sometime after issuance of a certificate of occupancy for the commercial/retail building to be constructed on the 2 Northeast Parcel, and after demolition of the shopping center. Should you have any questions whatsoever relative to this overview, or any other aspect of the transaction for Tequesta Plaza, please contact me at your convenience prior to the Special Meeting on December 15th. TGB\ecr WP80\MyFiles\VillageCouncil\Council 12-14-96 3 AGREEMENT This Agreement is executed December _, 1998 by Village of Tequesta ("Tequesta") and JMZ Tequesta Properties, Inc., a Florida corporation ("JMZ"). RECITALS A. JMZ owns fee simple title to the Shopping Center Parcel. The Shopping Center Parcel, located within the boundaries of Tequesta, consists of approximately 4.833 acres of land and contains a retail building consisting of approximately 52,778 square feet, portions of which are currently leased to tenants. B. Tequesta is a Florida municipal corporation with the power of eminent domain. C. Tequesta has adopted Resolution No. 31-97/98 which declares that the acquisition by Tequesta of a portion of the Shopping Center Parcel to be used as a public roadway and as a municipal site is a public necessity. D. JMZ and Tequesta have agreed on the boundaries and purchase price for the public roadway and the municipal site. E. JMZ and Tequesta wish to avoid the time and expense of an action to condemn the parcels which Tequesta wishes to acquire. NOW THEREFORE, for valuable consideration, the parties agree as follows: Recitals. The recitals set forth in paragraphs A. through E. are true and correct. 2. Definitions. In addition to other terms defined in this Agreement or in any of the Exhibits hereto, the following terms shall have the following definitions: A. "Closing" -shall have the meaning given it in Section 6. of the Tequesta Purchase Agreement. B. "Commencement of Construction" -shall mean the commencement of any grading, leveling, excavating or filling of land with the intention of constructing permanent improvements to the land. C. "Deposit" -shall mean the sum of Ten Thousand Dollars ($10,000.00). D. "Effective Date" -shall mean the first date upon which both Tequesta and JMZ shall have executed this Agreement. E. "Escrow A ent" -shall mean Jones, Foster, Johnston & Stubbs, P.A. F. "JMZ Repurchase Agreement" -shall mean the terms and conditions upon which JMZ will repurchase Parcel No. 1. The JMZ Repurchase Agreement is attached hereto as Exhibit "A" and shall be executed by the parties at Closing. G. "Leases" -shall mean all written or oral agreements under which any party leases or otherwise occupies any portion of the Shopping Center Parcel. H. "Parcel No. 1" -shall mean that certain parcel of real property more particularly described in Exhibit "B" hereto which JMZ shall sell and convey to Tequesta in accordance with the Tequesta Purchase Agreement. The location of Parcel No. 1 is depicted on Exhibit "C" hereto. I. "Parcel No. 2" -shall mean that portion of the Shopping Center Parcel depicted on Exhibit "C" hereto as Parcel No. 2. J. "Parcel No. 3" -shall mean that portion of the Shopping Center Parcel depicted on Exhibit "C" hereto as Parcel No. 3. K. "Retail Building" -shall mean the building consisting of approximately 52,778 square feet currently located on the Shopping Center Parcel. L. "Roadway Parcel" -shall mean that certain parcel of real property more particularly described in Exhibit "D" attached hereto which JMZ shall sell and convey to Tequesta pursuant to the Tequesta Purchase Agreement. The location of the Roadway Parcel is depicted on Exhibit "C" hereto. M. "Shopping Center Parcel" -shall mean that certain parcel of real property more particularly described in Exhibit "E" hereto. N. "Tequesta Parcels" -shall mean Parcel No. 1 and the Roadway Parcel. O. "Tequesta Purchase Agreement" -shall mean the terms and conditions upon which Tequesta shall purchase the Roadway Parcel and Parcel No. 1 from JMZ. The Tequesta Purchase Agreement is attached hereto as Exhibit "F" and shall be executed by the parties simultaneously with the execution of this Agreement. P. "Tenant" -shall mean any party which now or hereafter leases or occupies any portion of the Shopping Center Parcel under a Lease. 3. Price. In consideration of all of the covenants and obligations of JMZ under this Agreement, Tequesta agrees to pay JMZ at Closing the sum of One Million Four Hundred Eighty- Three Thousand Dollars ($1,483,000.00). 2 4. Sale of Parcel No. 1, the Roadway Parcel and The Retail Building; Lease of the Land Underlying the Retail Building. JMZ agrees to sell to Tequesta, and Tequesta agrees to purchase from JMZ: (a) all of JMZ's right, title and interest in and to the Retail Building; (b) fee simple title to Parcel No. 1; (c) fee simple title to the Roadway Parcel; (iv) all of JMZ's right, title and interest in and to the Leases; and (v) a leasehold interest in the portion of the Shopping Center Parcel which underlies the Retail Building and which does not constitute a portion of either of the Tequesta Parcels, all on the terms and conditions set forth in the Tequesta Purchase Agreement. The parties hereto will execute and deliver to one another the Tequesta Purchase Agreement simultaneously with the execution and delivery of this Agreement. Simultaneously with the execution and delivery of this Agreement by Tequesta, Tequesta is paying the Deposit to be held by Escrow Agent in accordance with the Tequesta Purchase Agreement. JMZ and Tequesta acknowledge and agree that the sale of the Tequesta Parcels and the Retail Building and the lease of the land underlying the Retail Building is being made under threat of condemnation. 5. Management of Shopping Center Parcel. From and after the Closing, JMZ will manage the Shopping Center Parcel under a written management agreement to be executed at Closing by JMZ and Tequesta to be acceptable to both JMZ and Tequesta. As manager of the Shopping Center Parcel, JMZ will: (a) collect the rent and other payments due from Tenants, (b) maintain the Shopping Center Parcel and the improvements located thereon in the same manner and to the same standards as JMZ is currently maintaining the Shopping Center Parcel and improvements, (c) provide adequate casualty and liability insurance insuring JMZ and Tequesta as their interests may appear, (d) pay all expenses incurred in the maintenance, repair and operation of the Shopping Center Parcel; (e) abide by all applicable Federal, state, county and municipal laws, rules ordinances and statutes; and (f) take such other actions as shall be necessary and proper to manage the Shopping Center Parcel in accordance with prudent property management practices, including, without limitation, the bringing of any eviction actions to evict Tenants in breach of their Leases. Notwithstanding the foregoing, Tequesta will pay the ad valorem real property taxes and all assessments on the Roadway Parcel and Parcel No. 1 from Closing and will pay the ad valorem real property taxes and all assessments on Parcel No. 3 from Closing until the Retail Building is demolished. JMZ shall keep and retain any monies collected from the operation of the Shopping Center Parcel in excess of the expenses of maintaining, repairing and operating the Shopping Center Parcel. Attached hereto as Exhibit "G" is a true, correct and complete list of the Tenants and the expiration dates (including any options to extend) of their respective Leases. JMZ agrees that prior to Closing, and after Closing in its capacity as property manager, it will not extend the term of any Lease beyond the expiration dates set forth in Exhibit "F" hereto except that Tequesta will, upon the written request of JMZ, extend the term of the Leases on a month to month basis in order to accommodate a relocation of the Tenants in accordance with Paragraph 6. hereof. Tequesta agrees to enter into new leases of space in the Retail Building upon the written request of JMZ provided, however, that any new leases shall be in writing, shall be on a month-to-month basis and shall be terminable without cost to JMZ or Tequesta on not more than thirty (30) days written notice to Tenant. 3 6. Relocation of Tenants: Demolition of Retail BuildinE. JMZ shall be responsible, at its sole cost and expense (to include any lease buyout payments, payment of relocation costs and like payments), to negotiate termination of the tenancies of tenants or to relocate the Tenants to other leased premises acceptable to the Tenants. All Leases must terminate and all Tenants must vacate the Retail Building and be relocated to other space on or before March 1, 2000. In order to facilitate the relocation of the Tenants by March 1, 2000, JMZ shall commence construction of a retail building on the northerly portion of Parcel No. 3 on or before July 1, 1999, such date to be subject, however, to reasonable delays in the permitting and approval process, and complete construction of, and obtain a certificate of occupancy for the shell of such building prior to February 1, 2000, such date to be subject to the provisions of paragraph 18. hereof. Within sixty (60) days after the day by which all Tenants have vacated the Retail Building, Tequesta shall, at its own cost and expense, demolish the Retail Building (to include the removal of the slabs and foundations to two (2) feet below grade), haul away and dispose of all rubble and debris resulting from such demolition and grade the footprint of the demolished Retail Building so as to be level and consistent with the level and contour of the surrounding property. Demolition of the Retail Building, disposal of the debris resulting therefrom and grading of the footprint of the Retail Building shall be in accordance with all applicable federal, state, county and municipal laws, rules, regulations and ordinances including all laws concerning the abatement and disposal of hazardous materials. JMZ grants Tequesta an irrevocable, non-exclusive license to enter the Shopping Center Parcel for the purpose of demolishing the Retail Building, hauling away and disposing of the debris and rubble and grading the footprint of the Retail Building. Notwithstanding anything to the contrary herein, Tequesta will not be obligated to demolish and dispose of any portions of the parking lot, including concrete curbing and asphalt, except in connection with its construction of the Roadway and Improvements (as defined in Section 10. hereof). 7. Repurchase of Parcel No. 1. If Tequesta or a third party shall fail to Commence Construction on Parcel No. 1 of a village hall or other municipal, civic or cultural facility within two (2) years after Closing, then JMZ shall repurchase (the "Repurchase Obli ag tion") from Tequesta and Tequesta shall sell to JMZ, Parcel No. 1 for the purchase price of Four Hundred Seventy-Seven Thousand Dollars ($477,000.00) on the terms and conditions set forth in the JMZ Repurchase Agreement. If the Commencement of Construction of a village hall or other municipal, civic or cultural facility shall occur in accordance with this Section, then upon the request of either JMZ or Tequesta, JMZ and Tequesta shall confirm in writing, in recordable form, that the Repurchase Obligation has terminated and is no longer of any force or effect. 8. Use of Parcel No. 2. JMZ agrees that for the period of time commencing with the execution of this Agreement and ending two (2) years after Closing, JMZ will market Parcel No. 2 solely for cultural and/or civic uses. If at the end of said period, JMZ is not party to a contract to sell or lease Parcel No. 2 for cultural and/or civic uses (under terms of sale or lease acceptable to JMZ), then JMZ shall be free to market parcel No. 2 for such use as JMZ shall deem appropriate provided, however, that any use, development of and construction on Parcel No. 2 shall be consistent with the then existing ordinances and regulations of Tequesta and the approved site plan for Parcel No. 2. Tequesta will pay the ad valorem and real property taxes and all assessments on Parcel No. 2 from 4 Closing to the earlier of the second anniversary of the Closing or the date JMZ will either convey title to Parcel No. 2 or lease Parcel No. 2 to a third party. 9. Swap of Parcel No. 1 and Parcel No. 2. So long as JMZ has not sold or leased Parcel No. 2, Tequesta shall have the right to swap (the "Swan") Parcel No. 1 for Parcel No. 2 and to increase the size of Parcel No. 2 up to 52,778 square feet. If Tequesta shall satisfy the following conditions, then JMZ shall convey Parcel No. 2 to Tequesta and Tequesta shall convey Parcel No. 1 to JMZ: (i) Tequesta shall notify JMZ in writing that it wishes to swap the parcels prior to the second anniversary of the Closing, (ii) Tequesta shall notify JMZ in writing of the number of square feet in Parcel No. 1 which Tequesta will convey to JMZ provided that the parcel to be owned by Tequesta after the Swap shall not exceed 52,778 square feet, and (iii) at closing of the Swap one party will pay to the other party the difference between Parcel No. 1 Value (as hereinafter defined) and the Reconfigured Parcel No. 2 Value (as hereinafter defined). The "Parcel No. 1 Value" shall equal the square footage of Parcel No. 1 as acquired by Tequesta at Closing multiplied by ten dollars ($10.00) per square foot. The "Reconfigured Parcel No. 2 Value" shall equal the square footage of the parcel which Tequesta will own after the Swap multiplied by twelve dollars ($12.00) per square foot. If the Parcel No. 1 Value exceeds the Reconfigured Parcel No. 2 Value, JMZ shall pay Tequesta the difference at closing of the Swap; if the Parcel No. 1 Value is less than the Parcel No. 2 Value, then Tequesta will pay the difference to JMZ at closing of the Swap. Conveyance of Parcel No. 1 to JMZ pursuant to the Swap shall be on the terms and conditions set forth in Sections 4., 5(b)(i) through (vi), 5(c)(i) and (ii), 5(d), 6., 8., 9. and 10. through 29. of the JMZ Repurchase Agreement. Conveyance of Parcel No. 2 to Tequesta pursuant to the Swap shall be on the terms and conditions set forth in Sections 4., 6(b)(i) through (iii), (v), (viii) and (ix), 6(c)(i) and (iii), 6(d), 7., 9., 10., 12. through 31. of the Tequesta Purchase Agreement. 10. Construction of Roadwav. Within thirty (30) days after the completion of the demolition of the Retail Building and grading of the footprint in accordance with Section 6. hereof, Tequesta will Commence Construction on the Roadway Parcel of a public roadway including paving, striping, signage, and the installation of curbs, gutters and drainage structures (collectively, the "Roadwav and Improvements"). Tequesta shall pay all of the costs incurred in the design, engineering and construction of the Roadway and Improvements and shall have complete control over the design, engineering and configuration of the Roadway and Improvements provided, however, that Tequesta will coordinate with JMZ the placement of curb cuts into Parcel No. 1, Parcel No. 2 and Parcel No. 3. The curb cuts will meet the codes and ordinances of Tequesta and will be consistent with the approved site plans for Parcels No. 1, No. 2 and No. 3. 11. Indemnification. JMZ shall indemnify and hold Tequesta harmless from any loss, cost, damage or expense which Tequesta may suffer which shall directly or indirectly arise out of, or be in any way related to, claims made by Tenants including, without limitation, any claims which arise out of JMZ's management of the Retail Building either before or after Closing, JMZ's efforts to relocate and the relocation of the Tenants from the Retail Building. 12. Default. 5 (a) If either JMZ or Tequesta shall breach any of their respective obligations or covenants arising under either the Tequesta Purchase Agreement or the JMZ Repurchase Agreement, then the non-breaching party shall have the respective remedies and rights accruing to it under the JMZ Repurchase Agreement or the Tequesta Purchase Agreement, as applicable. (b) If JMZ shall breach any of its covenants or obligations arising under this Agreement other than those covenants and obligations arising under the JMZ Repurchase Agreement or the Tequesta Purchase Agreement (which remedies shall be governed by those agreements), then Tequesta shall have the following rights and remedies: (i) Tequesta may seek to compel JMZ to perform its obligations arising under this Agreement by a suit for specific performance; (ii) Tequesta may recover from JMZ damages for JMZ's breach of its obligations and covenants under this Agreement, and (iii) Tequesta may pursue such other remedies as shall be permitted to it under applicable law. (c) If Tequesta shall breach any of its obligations or covenants arising under this Agreement, other than those covenants and obligations arising under the JMZ Repurchase Agreement or the Tequesta Purchase Agreement (which remedies will be governed by those agreements), then JMZ shall have the following rights and remedies: (i) JMZ may seek to compel Tequesta to perform, its obligations arising under this Agreement by a suit for specific performance, (ii) JMZ may recover from Tequesta damages for Tequesta's breach of its obligations and covenants under this Agreement, and (iii) JMZ may pursue such other remedies as shall be permitted to it under applicable law. 13. Attorneys' Fees. In the event either party hereto shall default in the performance of any of the terms and conditions of this Agreement, the prevailing party shall be entitled to recover all costs, charges and expenses of enforcement, including reasonable attorneys' and paralegal fees, which reasonable fees shall include attorneys' and paralegal fees incurred in any trial or appellate proceedings. 14. Notice. Any notices required to be given under this Agreement shall be in writing and shall be given by United States Mail, return receipt requested, by overnight delivery services (such as Federal Expenses) or by hand delivery. Any notices shall be sent to the following addresses: If to Tequesta: Thomas G. Bradford, Village Manager P.O. Box 3273 Tequesta, FL 33469-0273 If to JMZ: John M. Zuccarelli, III, President JMZ Tequesta Properties, Inc. 196 Tequesta Drive Tequesta, FL 33469 6 Notice shall be conclusively deemed given and received three (3) business days after depositing in the United States Mail, the next business day if sent by Federal Express or upon delivery to the addressee if sent by hand delivery. Any party may change its address for notice by forwarding written notice to the other party in accordance with this Agreement. 15. Bindin Eg ffect. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns. 16. Governing Law. This Agreement shall be governed by and construed under and in accordance with the laws of the State of Florida. 17. Insertion of Corrections or Modifications. Typewritten or handwritten provisions inserted in this Agreement or in the exhibits hereto (and initialed by the parties) shall control all printed provisions in conflict there with. 18. Time of Essence. Time shall be deemed of the essence with respect to all obligations of Tequesta and JMZ hereunder. Notwithstanding the foregoing, the time limits imposed upon Tequesta and JMZ for the performance of their respective obligations under this Agreement maybe extended for any time lost due to delays caused by acts of God, flood, hurricane, labor strikes, unusual unavailability of materials or any other causes beyond the reasonable control of the parties. 19. Counterparts. This Agreement maybe executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Agreement. 20. Waiver. Except as otherwise provided herein, the failure of JMZ or Tequesta to insist upon or enforce any of their respective rights hereunder shall not constitute a waiver thereof. 21. Construction. Each party hereto acknowledges that all parties hereto have participated in the drafting of this Agreement and that accordingly, no court construing this Agreement shall construe it more stringently against one party than the other. 22. Captions. The captions used herein have been included for convenience of reference only and shall not be deemed to vary the content of this Agreement or limit the provisions or scope of any section or paragraph hereof. 23. Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person or entity may require. 24. Severabilitv. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event that any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be 7 ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 25. Assignrr~ent. This Agreement maybe assigned by either party with the prior written consent of the other party, which consent each party agrees it will not unreasonably withhold. 26. Mer er. All prior statements, understandings, letters of intent, representations and agreements between the parties, oral or written, are superseded by and merged in this Agreement, which alone fully and completely expresses the agreement between them in connection with this transaction and which is entered into after full investigation, neither party relying upon any statement, understandings, representations or agreements made by the other not embodied in this Agreement. 27. Use of the Word "Herein". Use of the words "herein," "hereof," "hereunder" and any other words of similar import refer to this Agreement as a whole and not to any particular article, section or other paragraph of this Agreement unless specifically noted otherwise in this Agreement. 28. Date of Performance. If the date of the performance of any term, provision or condition of this Agreement shall happen to fall on a Saturday, Sunday or other non-Business Day (i.e. a day in which banks are closed), the date for the performance of such term, provision or condition shall be extended to the next succeeding Business Day immediately thereafter occurring. 29. Third Parties. This Agreement shall not be deemed to confer in favor of any third parties any rights whatsoever as third-party beneficiaries, the parties hereto intending by the provisions hereof to confer no such benefits or status. 30. No Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby and it supersedes all prior understandings or agreements between the parties as to the subject matter hereof. No term or provision of this Agreement maybe changed or waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 8 JMZ Tequesta Properties, Inc., corporation Exhibit "A" REPURCHASE AGREEMENT This Repurchase Agreement is executed , by Village of Tequesta ("Tequesta") and JMZ Tequesta Properties, Inc., a Florida corporation ("JMZ"). RECITALS A. Tequesta has acquired fee simple title to the real property described in Exhibit "A" hereto ("Parcel No. 1 ") from JMZ. B. JMZ and Tequesta have agreed in an Agreement (the "Agreement") dated December _, 1998, that JMZ would repurchase Parcel No. 1 upon the occurrence of a condition precedent, as more fully set forth herein. NOW THEREFORE, for valuable consideration, the parties hereto agree as follows: 1. The Agreement. This Repurchase Agreement has been executed pursuant to the Agreement. Defined terms used in this Repurchase Agreement shall have the same meanings given them in the Agreement except as otherwise set forth herein. 2. Parcel No. l: Purchase Price. (a) JMZ shall sell and transfer to Tequesta, and Tequesta shall purchase from JMZ fee simple title to Parcel No. 1. (b) The purchase price for Parcel No. 1 shall be Four Hundred Seventy-Seven Thousand Dollars ($477,000.00). 3. Condition Precedent. As a condition precedent to the obligation of JMZ to repurchase Parcel No. 1 from Tequesta, or of Tequesta to sell and convey Parcel No. 1 to JMZ, Tequesta or a third party must have failed to Commence Construction on Parcel No. 1 of a village hall or other municipal, civic or cultural facility within two (2) years of the Effective Date. 4. Condition of Title. (a) No later than fifteen (15) days after the second anniversary of the Effective Date, JMZ shall obtain a survey of Parcel No. 1 (the "Survev") and a title insurance commitment (the "Title Commitment") issued by a title insurance company selected by JMZ (the "Title CompanX"), agreeing to issue to JMZ, upon recording of the Deed, an owner's title insurance policy covering Parcel No. 1 in an amount equal to $477,000.00. If the Title Commitment or the Survey discloses the existence of any liens, encumbrances or other defects or exceptions which render title to Parcel No. 1 unmarketable, then JMZ shall give Tequesta written notice within five (5) days after JMZ's receipt of the Title Commitment and the Survey ("JMZ's Title Notice") specifying any title matters which render title unmarketable ("Objections"). JMZ hereby waives any right JMZ may have to raise as an objection to title or as a ground for JMZ's refusal to close this transaction, any title matters which JMZ does not list as an Objection in a timely delivered JMZ's Title Notice. The title matters which JMZ did not timely object to are hereinafter called the "Permitted Exceptions." Tequesta shall notify JMZ within three (3) days of receipt of JMZ's Title Notice as to whether Tequesta intends to remedy any or all of the Objections, in which event Tequesta shall have up to sixty (60) days from the date of Tequesta's notice to cure such Objections provided, however, that Tequesta agrees that it will remedy any Objections which maybe cured by the payment of money. If Tequesta has not notified JMZ within three (3) days of receipt of JMZ's Title Notice of its intent to remedy any or all of the Objections, or if Tequesta elects not to cure all of the Objections, JMZ shall have the right either (i) to terminate this Agreement by giving written notice thereof to Tequesta within two (2) days of the expiration of the reply period or receipt of Tequesta's election not to cure and upon such termination, the parties hereto shall have no further liability or obligation hereunder, or (ii) to waive the Objections and consummate the purchase of Parcel No. 1, without any abatement or reduction of the price, subject to the Objections which shall be deemed to be Permitted Exceptions. Should Tequesta elect to cure and be unsuccessful in completing same, JMZ may elect to terminate this Agreement (pursuant to Section 4.(a)(i) above) or to waive the Objections (pursuant to Section 4(a)(ii) above) and proceed to close under the provisions as stated herein. (b) Notwithstanding anything to the contrary herein, JMZ acknowledges that the exceptions to title shown on the survey and title policy which Tequesta received when it acquired Parcel No. 1 from JMZ shall not be deemed Objections to title. If JMZ determines that any exceptions render title to Parcel No. 1 unmarketable, or render Parcel No. 1 unsuitable for JMZ's intended use, then JMZ's sole remedy will be to terminate this Agreement as provided in Section 4(a)(i) above. 5. losin . (a) Closing Date and Place. The closing hereunder (the "Closing") shall take place on or before sixty (60) days after the second anniversary of Effective Date. The Closing shall occur at the offices of Tequesta's counsel at 505 South Flagler Drive, Suite 1100, West Palm Beach, Florida 33401. (b) Tequesta's Documents. At Closing, Tequesta shall deliver, or cause to be delivered, the following items to Tequesta ("Tequesta's Documents"): (i) a special warranty deed (the "Deed") in recordable form, which Deed shall be effective to vest in JMZ marketable fee simple title to Parcel No. 1 subject only to the Permitted Exceptions; 2 (ii) a "FIRPTA" affidavit attesting to Tequesta's name, address, tax identification number and non-foreign status as required by Section 1445 of the Internal Revenue Code and regulations; (iii) an affidavit stating that there have been no improvements to Parcel No. 1 for the ninety (90) day period immediately preceding the Closing (other than work done by or on behalf of JMZ) or, if there have been any such improvements (other than work done by or on behalf of JMZ), that all lienors in connection with said improvements have been or will be paid in full at or prior to Closing; that there are no persons or entities in possession of all or any portion of Parcel No. 1 other than Tequesta; and that there are no unrecorded easements or agreements which Tequesta has actual knowledge of and which affect title to or relate to the Property; (iv) a closing statement (the "Closing Statement") reflecting all credits, prorations and adjustments contemplated hereunder; (v) any authority documents required by the Title Company to evidence Tequesta's authority to convey Parcel No. 1; and (vi) all other documents Tequesta is required to deliver pursuant to the provisions of this Agreement. (c) JMZ's Documents. At or prior to Closing, JMZ shall execute, acknowledge and/or deliver, as applicable, the following items to JMZ ("JMZ's Documents"): (i) the Closing Statement; (ii) the purchase price provided for in Section 2.(b) hereof; and (iii) all other documents JMZ is required to deliver pursuant to the provisions of this Repurchase Agreement. (d) Closing Expenses. JMZ shall pay all documentary stamp taxes required to be paid as to the Deed, the cost of recording any corrective instruments, the title insurance premium applicable to an owner's policy, search fees and examination fees charged by the Title Company, the cost of recording the Deed, and all survey fees and charges. Tequesta and JMZ shall be responsible for their respective attorneys' fees and other closing costs. 6. Prorations. Except as otherwise set forth below, the following shall be prorated and apportioned as of the close of business on the day preceding the Closing: real estate taxes, based on the maximum discounted amount of such taxes based on early payment. If the Closing occurs before the current year's millage is fixed, and if the current year's assessment is available, taxes shall be prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes will be prorated based upon the prior year's tax. Any tax prorations based on an estimate, at the request of either JMZ or Tequesta, shall be subsequently readjusted upon the receipt of the actual tax bill for the year in which Closing takes place. 7. Operation Parcel No. 1 Prior to Closing Between the second anniversary of the Effective Date and the Closing, Tequesta shall not take any action which would materially impair or adversely affect the current condition, use and operations of Parcel No. 1. 8. Remedies Upon Default of JMZ. If for any reason JMZ fails, neglects or refuses to perform its obligations under this Repurchase Agreement, Tequesta may, as its sole remedies, either seek specific performance of this Agreement or terminate this Agreement and bring an action for damages. Tequesta agrees that the foregoing remedies shall be the sole and exclusive remedies available to Tequesta in the event of a default by JMZ and Tequesta hereby waives any and all other rights, in equity or at law, which it might otherwise have against JMZ (including, without limitation, the right to any consequential or other damages) in connection with any such default. 9. Remedies on Default of Tequesta. If for any reason Tequesta fails, neglects or refuses to perform its obligations under this Repurchase Agreement, JMZ may, as its sole remedies, either seek specific performance of this Agreement or terminate this Agreement and bring an action for damages. JMZ agrees that the foregoing remedies shall be the sole and exclusive remedies available to JMZ in the event of a default by Tequesta and JMZ hereby waives any and all other rights, in equity or at law, which it might otherwise have against Tequesta (including, without limitation, the right to any consequential or other damages) in connection with any such default. 10. Attornevs' Fees. In the event either party hereto shall default in the performance of any of the terms and conditions of this Repurchase Agreement, the prevailing party shall be entitled to recover all costs, charges and expenses of enforcement, including reasonable attorneys' and paralegal fees, which reasonable fees shall include attorneys' and paralegal fees incurred in any trial or appellate proceedings. 11. Binding Effect. This Repurchase Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns. 4 12. Governing Law. This Repurchase Agreement shall be governed by and construed under and in accordance with the laws of the State of Florida. 13. Insertion of Corrections or Modifications. Typewritten or handwritten provisions inserted in this Repurchase Agreement or in the exhibits hereto (and initialed by the parties) shall control all printed provisions in conflict there with. 14. Time of Essence. Time shall be deemed of the essence with respect to consummating the transactions contemplated under this Repurchase Agreement on the Closing and with respect to all other obligations of Tequesta and JMZ hereunder. 15. Counterparts. This Repurchase Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Repurchase Agreement. 16. Waiver. Except as otherwise provided herein, the failure of JMZ or Tequesta to insist upon or enforce any of their respective rights hereunder shall not constitute a waiver thereof. 17. Construction. Each party hereto acknowledges that all parties hereto have participated in the drafting of this Repurchase Agreement and that accordingly, no court construing this Repurchase Agreement shall construe it more stringently against one party than the other. 18. Captions. The captions used herein have been included for convenience of reference only and shall not be deemed to vary the content of this Repurchase Agreement or limit the provisions or scope of any section or paragraph hereof. 19. Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, 5 feminine, neuter, singular, or plural as the identity of the person or entity may require. 20. Severability. Wherever possible, each provision of this Repurchase Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event that any provision of this Repurchase Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Repurchase Agreement. 21. Broker. Tequesta represents and warrants to JMZ that Tequesta has not dealt with any real estate broker, firm or person in connection with the transactions contemplated under this Repurchase Agreement. Tequesta does hereby agree to indemnify and save JMZ harmless from and against any and all claims, suits, demands or liabilities of any kind or nature whatsoever (including, but not limited to, all attorneys' fees and all court costs, including any appellate proceedings and appeals) arising out of the breach by Tequesta of the foregoing representation or warranty. JMZ represents and warrants to Tequesta that JMZ has not dealt with any real estate broker, firm or person in connection with the transactions contemplated under this Repurchase Agreement, nor has JMZ been introduced to Tequesta by any real estate broker, firm or person. JMZ does hereby agree to indemnify and save Tequesta harmless from and against any and all claims, suits, demands or liabilities of any kind or nature whatsoever (including, but not limited to, all attorneys, fees and all court costs, including any appellate proceedings and appeals) arising out of the breach by JMZ of the foregoing representation and warranty. 22. Assignment. This Agreement maybe assigned by either party with the prior written consent of the other party, which consent each party agrees it will not unreasonably withhold. 23. Merger. All prior statements, understandings, letters of intent, representations and agreements between the parties, oral or written, are superseded by and merged in this Repurchase Agreement, which alone fully and completely expresses the agreement between them in connection with this transaction and which is entered into after full investigation, neither party relying upon any statement, understanding, representation or agreement made by the other not embodied in this Repurchase Agreement. Except as otherwise expressly provided herein, all of Tequesta's representations, warranties, covenants and agreements herein shall merge in the documents and agreements executed at the Closing and shall not survive the Closing. 6 24. Use of the Word "Herein". Use of the words "herein," "hereof," "hereunder" and any other words of similar import refer to this Agreement as a whole and not to any particular article, section or other paragraph of this Repurchase Agreement unless specifically noted otherwise in this Repurchase Agreement. 25. Date of Performance. If the date of the performance of any term, provision or condition of this Repurchase Agreement shall happen to fall on a Saturday, Sunday or other non-Business Day (i.e. a day in which banks are closed), the date for the performance of such term, provision or condition shall be extended to the next succeeding Business Day immediately thereafter occurring. 26. Third Parties. This Repurchase Agreement shall not be deemed to confer in favor of any third parties any rights whatsoever as third-party beneficiaries, the parties hereto intending by the provisions hereof to confer no such benefits or status. 27. Acceptance of the Deed. The acceptance of the Deed by JMZ shall be deemed to be the full performance and discharge of every agreement, obligation, and covenant, guaranty, representation, or warranty on the part of Tequesta to be performed pursuant to the provisions of this Agreement in respect of Parcel No. 1. This Section shall survive the Closing. 28. No Modification. This Repurchase Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby and it supersedes all prior understandings or agreements between the parties as to the subject matter hereof. No term or provision of this Repurchase Agreement maybe changed or waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 29. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient qualities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guideline have been found in buildings in Florida. Additional information regarding radon and radon testing maybe obtained from your county public health unit. 7 VILLAGE OF TEQUESTA By: Print Name: Its: JMZ Tequesta Properties, Inc., a Florida corporation By: Print Name: Its: N:\PSH\TEQUESTA\REPURCH3.RE V(ebg) EXHIBIT "A" LEGAL DESCRIPTION PARCEL NO. 1 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: COMMENCING AT THE POINT OF INTERSECTION OF THE CENTERLINE OF STATE ROAD NO. S (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 1166, PAGE 552 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA); THENCE SOUTH 89°46'55" WEST, ALONG SAID EASTERLY EXTENSION AND SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 692.33 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89°46'55" WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 184.24 FEET; THENCE NORTH 00°13'05" WEST, A DISTANCE OF 241.46 FEET; THENCE NORTH 89°46'55" EAST, A DISTANCE OF 257.65 FEET; THENCE SOUTH 24°49'41" WEST, A DISTANCE OF 85.47 FEET TO THE BEGINNING OF A CURVE, BEING CONCAVE TO THE EAST AND HAVING A RADIUS OF 130 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 2S°02'46", FOR AN ARC LENGTH OF 56.83 FEET; THENCE SOUTH 00°13'05" EAST, A DISTANCE OF 83.99 FEET; THENCE SOUTH 44°46'55" WEST, A DISTANCE OF 35.36 FEET TO THE POINT OF BEGINMNG. SAID PARCEL CONTAINS 1.2116 ACRES MORE OR LESS, SUBJECT TO EXISTING EASEMENTS OF RECORD. CUNN[NGHAM tic DURRANCE Consulting Engineers, Inc. BXHIBIT "B" LEGAL DESCRIPTION PARCEL NO. 1 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: COMMENCING AT THE POINT OF INTERSECTION OF THE CENTERLINE OF STATE ROAD NO. S (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 1166, PAGE 552 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA); THENCE SOUTH 89°46'55" WEST, ALONG SAID EASTERLY EXTENSION AND SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 692.33 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89°46'55" WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 184.24 FEET; THENCE NORTH 00°13'05" WEST, A DISTANCE OF 241.46 FEET; THENCE NORTH 89°46'55" EAST, A DISTANCE OF 257.65 FEET; THENCE SOUTH 24°49'41" WEST, A DISTANCE OF 85.47 FEET TO THE BEGINNING OF A CURVE, BEING CONCAVE TO THE EAST AND HAVING A RADIUS OF 130 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 25°02'46", FOR AN ARC LENGTH OF 56.83 FEET; THENCE SOUTH 00°13'05" EAST, A DISTANCE OF 83.99 FEET; THENCE SOUTH 44°46'55" WEST, A DISTANCE OF 35.36 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINS 1.2116 ACRES MORE OR LESS, SUBJECT TO EXISTING EASEMENTS OF RECORD. CUNNINGHAM 8c DURRANCE Consulting Engineers, Inc. EXHIBIT "C" LEGEND 100 0 100 ( ENj Ae6 D.B. D Book DEE OOK ~ 09 p~. ORB OFFICIAL RECORD B ~ EET ~ N ~6Z 0 ,~,~ ~ 0. I PG. PAGE F SCALE I ~ Q~P I SCALE: i" =100' -~ ~ ---- -_ - 0 0 / ' ~ \v~ R.305 00 ~ rn 80 5 ~ N89' 41' 40' E 199. 14' P~• 3~2 6' 21 ~ ~P ~ 662'' 6 ~P9 v~S L 6 ~ -63. 46' 52. i6' ~ 1~ ti SS li•55'=7' A e l46. 98' ~~o 25~ ~~ A ~ ll 6~ Q~. O~ ~ c Ap A ' P ' ! p 2.~~, A-5 2. 59 959 Ap'~ a6 o ° z° 1O ' ' ' ' ~ 46 46 D-25' 02 0-25' 02 PARCEL No. A-30.60' A-56.83' 2 R-7o. oo' R=i3a. oo' N W 38, 6i3 S. F. ~, ti ~, SITE DATA ti o N89 ~6' 55 E ~ ,ten, o 257.65' ; ~ ~~ a ~ PARCEL v' f 5z,ne f.2ff6 3 2 3e, 613 0. ee6~ No '~ e e 90, 961 . 3 90, 961 2.0882 S. F. a~w 2s, t5t 0.6163 ~ ~ ti = a TOTAL 210, 503 4.8325 e~ ~ 2 -_ ~_ 1 PARCEL No ~ o 0~ a A-25' 02' 46' - - 6' FPL EASEMENT . Q 52, 778 S. F. ~ ~ ^' a p-70.00' i I ~ PER ORB 1323, PG 151 a t o FORMERLY ORB 946, PG 418 C)t tT W O ~,., ICl O = 184.21' Cl7 i O m G = `~ ~ OD lfl ( I I ~ sy~6 N ~s~~~s' 222. i7' y 300. 00' 60. 16' ~, i 10.00' y - o BRIDGE ROAD o D. B. 1166, PG. 552 m - ~ - - - - S89' 46' 55' W w -- P01 NT OF BEGINNING ~-, , :_"IL~n POINT OF COMMENCEMENT nl~ m ca - - Z tNTERSECTION OF THE CENTERLINE OF STATE ROAD NO 5 '~~' (US HIGHWAY NO. 1) WITH THE SOUTH LINE OF SECTION 30, s~RVtro9s cLRTiiICArE: ~{ ~~r) /~ ,~ TOWNSHIP 40 SOUTH, RANGE 43 EAST cuNNINOlIAN { DURt1ANCL ~_(`ka.~J ff l.t....~/ ~- CON9ULTiMO ENOINCER9, tNC. 9TUART N. CUNMINCMAN, P. L.9. L.E. No. X502 F[.ORtM LLB ~3TRATI / 196 DATC~ 7 NOTES: 1. 9EETCM '1'O ACCOMPANY DESCRIPTION, NOT A SURVEY. I. NOT VALID NITNOUT TML EICNATURE AMD THE ORIGINAL RAISED SEAL OF.A FI.ORIOA LICENSED SURVEYOR AND NAPPmI. CUNN I NGHAM S DURRANCE SKETCH TO ACCOMPANY DESCRIPTION CONSULTING ENGINEERS INC. FOR A PORTION OF SECTION 30 ' 400 EXECUTIVE GTR. OR., • i08 TONNSHIP 40 SOUTH, RANGE 43 EAST FOR PARCEL No. 1, ON CONNECTOR FROM NEST PALM BEACH, FLORIDA BRIDGE ROAD TO TEOUESTA DR 1 VE oA~. SCALE: ,foe tb PA6E (561)689-5455, FAX (56!)640-7815 IN THE VILLAGE OF TEOUESTA, FL. _ _ "~ _ oF' EXHIBIT "D" LEGAL DESCRIPTION 60 FOOT RIGHT-OF-WAY CONNECTING BRIDGE ROAD TO TEQUESTA DRIVE A PARCEL OF LAND LYING IN SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING 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-0F-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 AND SAID NORTH RIGHT-0F-WAY LINE, A DISTANCE OF 582.33 FEET TO THE POINT OF BEGINNING; THENCE NORTH 45° 13'05" WEST, A DISTANCE OF 35.36 FEET; THENCE NORTH 00°13'05" WEST, A DISTANCE OF 83.99 FEET TO THE BEGINNING OF A CURVE, BEING CONCAVE TO THE EAST AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 25°02'4b", FOR AN ARC LENGTH OF 30.60 FEET; THENCE NORTH 24°49'41" EAST, A DISTANCE OF 158.72 FEET TO THE BEGINMNG OF A CURVE, BEING CONCAVE TO THE WEST AND HAVING A RADIUS OF 130.00 FEET; THENCE NORT>-IERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 25°02'46", FOR AN ARC LENGT`rI OF 56.83 FEET; THENCE NORTH 00° 13'05" WEST, A DISTANCE OF 66.25 FEET; THENCE NORTH 44°4T 17" EAST, A DISTANCE OF 35.36 FEET TO A POINT ON THE SOUTH RIGHT-0F-WAY LINE OF TEQUESTA DRIVE (PER OFFICIAL RECORD BOOK 6625, PAGE 302 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA); THENCE SOUTTi 89°4T40" WEST ALONG SAID SOUTH RIGHT-0F-WAY LINE, A DISTANCE OF 52.16 FEET TU THE BEGIM~IING OF A CURVE, BEING CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 305.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 11°55' 17", FOR AN ARC LENGTH OF 63.46 FEET; THENCE DEPARTING SAID SOUTH RIGHT-0F-WAY LINE SOUTH 51°10'21" EAST, A DISTANCE OF 38.83 FEET; THENCE SOUTH 00°13'05" EAST, A DISTANCE OF 60.23 FEET TO THE BEGINNING OF A CURVE, BEING CONCAVE TO THE WEST AND HAVING A RADIUS OF 70.00 FEET; THENCE SUUT'1-)ERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 25°02'46", FOR AN ARC LENGTH OF 30.60 FEET; THENCE SOUTH 24°49'41" WEST, A DISTANCE OF 158.72 FEET TO THE BEGINNING OF A CURVE, BEING CONCAVE TO THE EAST AND HAVING A RADIUS OF 130.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 25°02'46", FOR AN ARC LENGTH OF 56.83 FEET; THENCE SOUTH 00° 13'05" EAST, A DISTANCE OF 83.99 FEET; THENCE SOUTH 44°46'55" WEST, A DISTANCE OF 35.36 FEET TO A POINT ON THE NORTH RIGHT-0F-WAY OF SAID BRIDGE ROAD; THENCE NORTH 89°46'55" EAST, ALONG SAID NORTH RIGHT-0F-WAY LINE, A DISTANCE OF 110.00 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINS 0.6463 ACRES MORE OR LESS, SUBJECT TO EXISTING EASEMENTS OF RECORD. 98-061(98061-60ROW.LEGAI. ) CUNNINGHAM & DURRANCE Consulting Engineers, [nc. EXHIBIT "E" 11 PARCEL OF LAND LYING IN SfiCTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST', PALM BEACH COUNTY, FLORIDA, F3EING MORE PARTICULARLY DfJSCRIBED A$ FOLLOWS: COMMENCINd AT THE POINT OF INTERSECTION OF THE CENTf;RI,INE UE STATE ROAD NO. 5 (U.S. HIC3HWAY NO. 1) WITH THE 50UTf[ LINia OF SECTION 3 0, TOWNI~EiI P 4 0 60UTH, RANaIJ 4 3 LAST; THENCE NORTH 03°54' 55" EAST (BASIS OF T3EA.RZNG9)'t ALONG TftE SAID CENTERLINE:. A DISTANCES OF 695.55 FELT TO A POINT ON THE EASTERLY EXTENSION OED THE NORTH RIdHT~OF-WAY LANE OF BRIDGE ROAD (p1aR 0.R.8. 1166, PAdE 552 OF THE PUBLIC RRCOE2DS OF PALM BEaACK COUNTY, FLORIbA) ; THENCE'., SOUTH 69°46' 55" WEST, ALONG SAID EA~TEf2LY I;XTENSZON AND SAID 1`fOf~TH RIGHT.'-Off'-W1tY LINfi, A bIBTANCfi 01± 360.1lS 1±EET TO Tf3ES POINT Ot:' AEGxNI~'fNG; THENCE CONTINUIJ 60UTH 6 9 ° 4 6' 5 5 " f9EJST, ALONd SAID bIORTH RIGHT OF' WAY LINE, A DISTANCE OF 516.4a FEET; THENCE NORTEi 00°13' a5" WEST, A DISTANCE OF 321.06 FEET TO A POINT ON THE SOUTHERLY RIGHT OI: WAY LINE OF TEQUESTII DRIVE (E'ER O. R. B . 6625, E?AQE 302 OF THE PUBLIC RECORDS OF PALM HEACff COUNTY, FLORIDA) ; THENCE I~fORTH 67°59'0" ESA9'T, ALONG RAID SOUTHERLY RIGEi'I' OF WAY LINE. A DISTANCE OF 231.34 FEET TO TEIE POINT OF CURVATURE OF A CURVE TO Tff$ RIGHT; THENCIJ EASTERLY, ALONC3 THE ARC OF SAID CURVE, HAVING A R1IDIUS OF 305.00 FEET, THROUGH A CENTFZAL ANGLfa OF 21°~e' 00", AN ARC DISTANCE OF 116.05 FIaET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH 8 9 ° 4 7' 4 0 " EAST, A b ISTANCfa OF l- 9 9.14 FEET t 'I'ItENCE SOUTH 00°13'05" EAST, A DIE3TANCEa OF 279.06 FEET; THENCE SOUTH 03°34'55" WEST, A DISTANCE OF 150.00 FEET TO THE FOINT QF BEgINNINd. Exhibit "F" PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement is executed December 1998, by Village of Tequesta ("Teauesta") and JMZ Enterprises, Inc. ("JMZ"). RECITALS A. JMZ owns fee simple title to the real property described in Exhibit "A" hereto (the "Tequesta Parcels"). B. JMZ owns the Retail Building. C. JMZ wishes to sell to Tequesta, and Tequesta wishes to purchase from JMZ, the Tequesta Parcels and the Retail Building and to lease the land underlying the Retail Building on the terms set forth herein. NOW THEREFORE, for valuable consideration, the parties hereto agree as follows: 1. The Agreement. This Agreement has been executed pursuant to that certain Agreement dated December _, 1998, by and between JMZ and Tequesta (the "A~reement"). Defined terms used in this Purchase and Sale Agreement shall have the same meanings given them in the Agreement except as otherwise set forth herein. 2. The Property: Purchase Price. (a) JMZ shall sell and convey to Tequesta, and Tequesta shall purchase from JMZ: (i) fee simple title to the Tequesta Parcels, (ii) all of JMZ's right, title and interest in and to the Retail Building, (iii) a leasehold interest in the land underlying the Retail Building to include a non-exclusive right to access the Retail Building (collectively, the "Leasehold Interest"), all as more fully set forth in Section 3. hereof, and (iv) all of JMZ's right, title and interest in and to the Leases (the Tequesta Parcels, the Leasehold Interest, the Retail Building and the Leases are hereinafter collectively called the "Property"). (b) The purchase price for the Property and the time for payment of the purchase price shall be as set forth in the Agreement. 3. Leasehold Interest. At Closing JMZ will grant to Tequesta a leasehold interest in the land underlying the Retail Building to include the nonexclusive right to access the Retail Building over the portions of the Shopping Center Parcel owned by JMZ. The grant of the Leasehold Interest will be evidenced by a written lease (the "Lease") to be executed by the parties at Closing. The Lease will be acceptable in form and content to JMZ and Tequesta and will provide, among other things, that: (y) no rent or other payments (other than the purchase price paid by Tequesta at Closing under Section 2(b) hereof) will be due from Tequesta under the Lease, provided, however, Tequesta will pay ad valorem taxes and all assessments on portions of the Shopping Center Parcel as provided in Sections 5. and 8. of the Agreement, and (z) the Lease shall terminate at such time as the Retail Building will be demolished, the debris and rubble hauled away and disposed of and the site graded as provided in Section 6. of the Agreement. 4. Condition of Title. (a) No later than fifteen (15) days after the Effective Date, Tequesta shall obtain a survey of the Tequesta Parcels and the Retail Building (the "Survev") and a title insurance commitment (the "Title Commitment") issued by a title insurance company selected by Tequesta (the "Title Company"), agreeing to issue to Tequesta, upon recording of the Deed, an owner's title insurance policy covering the Tequesta Parcels in an amount equal to $755,000.00 and a leasehold policy in an amount equal to $525,000.00. If the Title Commitment or the Survey discloses the existence of any liens, encumbrances or other defects or exceptions which render title to the Tequesta Parcels or the Leasehold Interest unmarketable, then Tequesta shall give JMZ written notice within five (5) days after Tequesta's receipt of the Title Commitment and the Survey ("Tequesta's Title Notice") specifying any title matters which render title unmarketable ("Objections"). Tequesta hereby waives any right Tequesta may have to raise as an objection to title or as a ground for Tequesta's refusal to close this transaction, any title matters which Tequesta does not list as an Objection in a timely delivered Tequesta's Title Notice. the title matters which JMZ did not timely object to are hereinafter called the "Permitted Exceptions." JMZ shall notify Tequesta within three (3) days of receipt of Tequesta's Title Notice as to whether JMZ intends to remedy any or all of the Objections, in which event JMZ shall have up to sixty (60) days from the date of JMZ's notice to cure such Objections provided, however, that JMZ agrees that it will remedy any Objections which maybe cured by the payment of money. If JMZ has not notified Tequesta within three (3) days of receipt of Tequesta's Title Notice of its intent to remedy any or all of the Objections, or if JMZ elects not to cure all of the Objections, Tequesta shall have the right either (i) to terminate this Agreement by giving written notice thereof to JMZ within two (2) days of the expiration of the reply period or receipt of JMZ's election not to cure and upon such termination, Escrow Agent shall promptly refund the Deposit to Tequesta and the parties hereto shall have no further liability or obligation hereunder, or (ii) to waive the Objections and consummate the purchase of the Property, without any abatement or reduction of the price, subject to the Objections which shall be deemed to be Permitted Exceptions. Should JMZ elect to cure and be unsuccessful in completing same, Tequesta may elect to terminate this Agreement (pursuant to Section 4.(a)(i) above) or to waive the Objections (pursuant to Section 4.(a)(ii) above) and proceed to close under the provisions as stated herein. (b) Tequesta acknowledges that the exceptions to title shown on the Title Commitment and the Survey render title to the Property unmarketable, or render the Property unsuitable for Tequesta's intended use, then Tequesta's sole remedy will be to terminate this 2 Agreement as provided in Section 4.(a)(i) above. (c) Notwithstanding anything to the contrary herein, the parties agree that the Reciprocal Parking Easement (the "Reciprocal Easement") recorded at Official Record Book 1365, page 161, Public Records ofPalm Beach County, Florida, is objectionable to Tequesta. Unless, prior to Closing, the Reciprocal Easement shall be cancelled by a written instrument in recordable form, executed by all parties which have any rights under the Reciprocal Easement, and the Title Company shall endorse the Title Commitment to delete the Reciprocal Easement as an exception on the Title Commitment, Tequesta shall have the right, at its sole discretion to terminate this Agreement. 5. Conditions To Closine. As a condition precedent to the obligation of Tequesta to close the purchase of the Property, JMZ shall deliver to Tequesta evidence acceptable to Tequesta, at its sole discretion, that all of the Leases have termination dates which are on or before November 10, 2000. 6. ClosinE. (a) Closing Date and Place. The closing hereunder (the "Closing") shall take place on or before sixty (60) days after the Effective Date. The Closing shall occur at the offices of Tequesta's counsel at 505 South Flagler Drive, Suite 1100, West Palm Beach, Florida 33401. (b) JMZ's Documents. At Closing, JMZ shall deliver, or cause to be delivered, the following items to Tequesta ("JMZ's Documents"): (i) a special warranty deed (the "Deed") in recordable form, which Deed shall be effective to vest in Tequesta marketable fee simple title to the Tequesta Parcels subject only to the Permitted Exceptions; (ii) a "FIRPTA" affidavit attesting to JMZ's name, address, tax identification number and non-foreign status as required by Section 1445 of the Internal Revenue Code and regulations; (iii) an affidavit stating that there have been no improvements to the Tequesta Parcels, the Retail Building or the Leasehold Interest for the ninety (90) day period immediately preceding the Closing Date (other than work done by or on behalf of Tequesta) or, if there have been any such improvements (other than work done by or on behalf of Tequesta), that all lienors in connection with said improvements have been or will be paid in full at or prior to Closing; that there are no persons or entities in possession of all or any portion of the Property other than JMZ and the Tenants; and that there are no unrecorded easements or agreements which JMZ has actual knowledge of and which affect title to or relate to the Property; (iv) the Lease; 3 (v) a closing statement (the "ClosingStatement") reflecting all credits, prorations and adjustments contemplated hereunder; (vi) an assignment of the Leases; (vii) a Bill of Sale conveying the Retail Building; (viii) any authority documents required by the Title Company to evidence JMZ's authority to convey the Real Property; (ix) all other documents JMZ is required to deliver pursuant to the provisions of this Agreement. (c) Tequesta's Documents. At or prior to Closing, Tequesta shall execute, acknowledge and/or deliver, as applicable, the following items to JMZ ("Tequesta's Documents"): (i) the Closing Statement; and (ii) the Lease; (iii) the purchase price as provided in Section 3. of the Agreement; and (iv) all other documents Tequesta is required to deliver pursuant to the provisions of this Agreement. (d) Closing Expenses. Tequesta shall pay all documentary stamp taxes required to be paid as to the Deed, the cost of recording any corrective instruments, the title insurance premium applicable to an owner's policy and leasehold policy, search fees and examination fees charged by the Title Company, the cost of recording the Deed, and all survey fees and charges. Tequesta and JMZ shall be responsible for their respective attorneys' fees and other closing costs. 7. Prorations. Except as otherwise set forth below, the following shall be prorated and apportioned as of the close of business on the day preceding the Closing Date: real estate taxes, based on the maximum discounted amount of such taxes based on early payment. If the Closing occurs before the current year's millage is fixed, and if the current year's assessment is available, taxes shall be prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes will be prorated based upon the prior year's tax. Any tax prorations based on an estimate, at the request of either JMZ or Tequesta, shall be subsequently readjusted upon the receipt of the actual tax bill for the year in which Closing takes place. 8. Qperation of the Tequesta Parcels Prior to Closing Between the Effective Date and the Closing Date, JMZ shall not take any action which would materially impair or adversely affect the current condition, use and operations of the Property. 4 9. Remedies Upon Default of Tequesta. If Tequesta fails neglects, or refuses to perform any of its obligations under this Tequesta Purchase Agreement, JMZ shall retain the Deposit as full and agreed upon liquidated damages, consideration for the execution of this Agreement and in full settlement of all claims whereupon the parties hereto shall be relieved of all obligations hereunder, it being agreed that the actual damages suffered by JMZ shall be impossible to ascertain and the payment of the Deposit shall be the sole liability of Tequesta by reason of any default hereunder. Except as set forth in the immediately preceding sentence, JMZ hereby expressly waives, relinquishes and releases any other right or remedy available to it at law, in equity or otherwise by reason of Tequesta's default hereunder or Tequesta's failure or refusal to perform its obligations hereunder. 10. Remedies on Default of JMZ. If for any reason JMZ fails, neglects or refuses to perform its obligations under this Tequesta Purchase Agreement, Tequesta may, as its sole remedies, either seek specific performance of this Agreement, bring an action for damages or elect to terminate this Agreement and receive a return of the Deposit whereupon each of the parties shall be relieved of all further liability to the other hereunder. Tequesta agrees that the foregoing remedies shall be the sole and exclusive remedies available to Tequesta in the event of a default by JMZ and Tequesta hereby waives any and all other rights, in equity or at law, which it might otherwise have against JMZ (including, without limitation, the right to any consequential or other damages) in connection with any such default. 11. Rights and Obligations of Escrow Agent. (a) If there is any dispute as to whether the Escrow Agent is obligated to deliver any monies and/or documents which it now or hereafter holds (collectively, the "Escrowed Property") or as to whom any Escrowed Property are to be delivered, the Escrow Agent shall not be obligated to make any delivery, but, in such event, may hold same until receipt by the Escrow Agent of an authorization, in writing, signed by all of the parties having an interest in such dispute directing the disposition of same; or, in the absence of such authorization, the Escrow Agent may hold any Escrowed Property until the final determination of the rights of the parties in an appropriate proceeding. Within three (3) business days after receipt by the Escrow Agent of a copy of a final judgment or order of a court of competent jurisdiction, certified by the clerk of such court or other appropriate official, the Escrowed Property shall be delivered as set forth in such judgment or order. A judgment or order under this Agreement shall not be deemed to be final until the time within which to take an appeal therefrom has expired and no appeal has been taken, or until the entry of a judgment or order from which no appeal maybe taken. If such written authorization is not given or proceeding for such determination is not begun and diligently continued, the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Escrowed Property in court, pending such determination. The Escrow Agent shall not be responsible for any acts or omissions and upon making delivery of the Escrowed Property which the Escrow Agent 5 holds in accordance with the terms of this Agreement, the Escrow Agent shall have absolutely no further liability hereunder. The Escrow Agent shall have no liability for any loss resulting from financial or other failure of the financial institution into which the Escrowed Property is deposited. In the event that the Escrow Agent places any Escrowed Property and/or documents that have actually been delivered to the Escrow Agent in the Registry of the Circuit Court in and for Palm Beach County, Florida and files an action of interpleader, naming the parties hereto, the Escrow Agent shall be released and relieved from any and all further obligation and liability hereunder or in connection herewith. The Escrow Agent shall be entitled to rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it hereunder without being required to determine the authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document. JMZ and Tequesta shall and do hereby, jointly and severally, agree to indemnify and hold the Escrow Agent harmless from any and all damages or losses arising hereunder or in connection herewith, including but not limited to, all costs and expenses incurred by the Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorneys' fees for the Escrow Agent's attorneys through all trial and appellate levels (which may include fees and costs of legal services provided by attorneys in the firm of Jones, Foster, Johnston & Stubbs, P.A.). It is agreed that Escrow Agent shall not be disabled or disqualified from representing Tequesta in connection with any litigation which might arise out of or in connection with this Agreement by virtue of the fact that the Escrow Agent has agreed to act as the Escrow Agent hereunder and JMZ does hereby waive any claim arising out of or in connection with the foregoing. (b) The duties of the Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. The Escrow Agent shall neither be responsible for, or under, nor chargeable with knowledge of, the terms and conditions of any other agreements, instrument or document in connection herewith, and shall be required to act in respect of the Escrowed Property only as provided in this Agreement. This Agreement sets forth all the obligations of Escrow Agent with respect to any and all matters pertinent to the escrow contemplated hereunder and no additional obligations of Escrow Agent shall be implied from the terms of this Agreement or any other Agreement. The Escrow Agent shall not be bound by any modification, cancellation or recision of this Agreement unless and until it is provided with a copy of same fully executed and delivered by JMZ and Tequesta. Further, the Escrow Agent shall not be bound by any modification, amendment or recision of this Section 9 irrespective of whether such modification, amendment or recision is signed by JMZ and Tequesta, unless in writing and also signed by the Escrow Agent. The Escrow Agent and any successor escrow agent may at any time resign as such by delivering the Escrowed Property to either (i) any successor escrow agent designated by all the parties hereto (other than Escrow Agent) in writing, or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the Escrowed Property as set forth in this Section 9, the Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. The provisions of this Section 9 shall survive the Closing or the termination of this Agreement. 6 12. Attornevs' Fees. In the event either party hereto shall default in the performance of any of the terms and conditions of this Tequesta Purchase Agreement, the prevailing party shall be entitled to recover all costs, charges and expenses of enforcement, including reasonable attorneys' and paralegal fees, which reasonable fees shall include attorneys' and paralegal fees incurred in any trial or appellate proceedings. 13. Bindin Ems. This Tequesta Purchase Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective heirs, personal representatives, successors and permitted assigns. 14. Governing Law. This Tequesta Purchase Agreement shall be governed by and constnied under and in accordance with the laws of the State of Florida. 15. Insertion of Corrections or Modifications. Typewritten or handwritten provisions inserted in this Tequesta Purchase Agreement or in the exhibits hereto (and initialed by the parties) shall control all printed provisions in conflict there with. 16. Time of Essence. Time shall be deemed of the essence with respect to consummating the transactions contemplated under this Agreement on the Closing Date and with respect to all other obligations of Tequesta and JMZ hereunder. 17. Counterparts. This Tequesta Purchase Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which shall constitute one and the same Tequesta Purchase Agreement. 7 18. Waiver. Except as otherwise provided herein, the failure of JMZ or Tequesta to insist upon or enforce any of their respective rights hereunder shall not constitute a waiver thereof. 19. Construction. Each party hereto acknowledges that all parties hereto have participated in the drafting of this Tequesta Purchase Agreement and that accordingly, no court construing this Tequesta Purchase Agreement shall construe it more stringently against one party than the other. 20. Captions. The captions used herein have been included for convenience of reference only and shall not be deemed to vary the content of this Tequesta Purchase Agreement or limit the provisions or scope of any section or paragraph hereof. 21. Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person or entity may require. 22. Severability. Wherever possible, each provision of this Tequesta Purchase Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but in the event that any provision of this Tequesta Purchase Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Tequesta Purchase Agreement. 23. Broker. Tequesta represents and warrants to JMZ that Tequesta has not dealt with any real estate broker, firm or person in connection with the transactions contemplated under this Agreement, nor has Tequesta been introduced to the Tequesta Parcels or to JMZ by any real estate broker, firm or person. Tequesta does hereby agree to indemnify and save JMZ harmless from and against any and all claims, suits, demands or liabilities of any kind or nature whatsoever (including, but not limited to, all attorneys' fees and all court costs, including any appellate proceedings and appeals) arising out of the breach by Tequesta of the foregoing representation or warranty. JMZ represents and warrants to Tequesta that JMZ has not dealt with any real estate broker, firm or person in connection with the transactions contemplated under this Agreement, nor has JMZ been introduced to Tequesta by any real estate broker, firm or person. JMZ does hereby agree to indemnify and save Tequesta harmless from and against any and all claims, suits, demands or liabilities of any kind or nature whatsoever (including, but not limited to, all attorneys, fees and all court costs, including any appellate proceedings and appeals) arising out of the breach by JMZ of the foregoing representation and warranty. 24. Assignment. This Agreement maybe assigned by either party with the prior written consent of the other party, which consent each party agrees it will not unreasonably withhold. 25. Merger. All prior statements, understandings, letters of intent, representations and agreements between the parties, oral or written, are superseded by and merged in this Agreement, which alone fully and completely expresses the agreement between them in connection with this transaction and which is entered into after full investigation, neither party relying upon any statement, understanding, representation or agreement made by the other not embodied in this Agreement. Except as otherwise expressly provided herein, all of JMZ's representations, warranties, covenants and agreements herein shall merge in the documents and agreements executed at the Closing and shall not survive the Closing. 26. Use of the Word "Herein". Use of the words "herein," "hereof," "hereunder" and any other words of similar import refer to this Agreement as a whole and not to any particular article, section or other paragraph of this Agreement unless specifically noted otherwise in this Agreement. 27. Date of Performance. If the date of the performance of any term, provision or condition of this Agreement shall happen to fall on a Saturday, Sunday or other non-Business Day (i.e. a day in which banks are closed), the date for the performance of such term, provision or condition shall be extended to the next succeeding Business Day immediately thereafter occurring. 28. Third Parties. This Agreement shall not be deemed to confer in favor of any third parties any rights whatsoever as third-party beneficiaries, the parties hereto intending by the provisions hereof to confer no such benefits or status. 29. Acceptance of the Deed. The acceptance of the Deed by Tequesta shall be deemed to be the full performance 9 and discharge of every agreement, obligation, and covenant, guaranty, representation, or warranty on the part of JMZ to be performed pursuant to the provisions of this Agreement in respect of the Real Property, except for Surviving Obligations. This Section shall survive the Closing. 30. No Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby and it supersedes all prior understandings or agreements between the parties as to the subject matter hereof. No term or provision of this Agreement maybe changed or waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 31. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient qualities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guideline have been found in buildings in Florida. Additional information regarding radon and radon testing maybe obtained from your county public health unit. VILLAGE OF TEQUESTA By: Print Name: Its: JMZ Tequesta Properties, Inc., a Florida corporation By: Print Name: Its: N:\PSH\TEQUESTA\PURCH3.RE V(ebg) l~ LEGAL DESCRIPTION PARCEL NO. I 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: COMMENCING AT THE POINT OF INTERSECTION OF THE CENTERLINE OF STATE ROAD NO. S (US HIGHWAY NO. I) WITH THE SOUTH LINE OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST; THENCE NORTH 03°S4'SS" EAST (BASIS OF BEARINGS), ALONG THE SAID CENTERLINE, A DISTANCE OF 69S.SS FEET TO A POINT ON THE EASTERLY EXTENSION OF THE NORTH RIGHT-OF-WAY LINE OF BRIDGE ROAD (PER DEED BOOK I I66, PAGE SS2 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA); THENCE SOUTH 89°46'55" WEST, ALONG SAID EASTERLY EXTENSION AND SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 692.33 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89°46'SS" WEST, ALONG SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 184.24 FEET; THENCE NORTH 00°13'OS" WEST, A DISTANCE OF 241.46 FEET; THENCE NORTH 89°46'SS" EAST, A DISTANCE OF 2S7.6S FEET; THENCE SOUTH 24°49'41" WEST, A DISTANCE OF 85.47 FEET TO THE BEGINNING OF A CURVE, BEING CONCAVE TO THE EAST AND HAVING A RADIUS OF 130 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 2S°02'46", FOR AN ARC LENGTH OF 56.83 FEET; THENCE SOUTH 00°13'OS" EAST, A DISTANCE OF 83.99 FEET; THENCE SOUTH 44°46'SS" WEST, A DISTANCE OF 35.36 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINS 1.2116 ACRES MORE OR LESS, SUBJECT TO EXISTING EASEMENTS OF RECORD. CUNNINGHAM 8c [~URRANCE Consulting Engineers, Inc. EXHIBIT "G" Carmen's Fairway Haircut: Expired 5/30/1998 Classic Furnishings: Expires 11/10/2000 Inlet Bait & Tackle: Expired 7/31/1998 Lewis Coin Laundry: Expires 7/31/1999 Outside-In Florist: Expires 11/30/1999 N:~P SH\TEQU ESTA~EXHIB IT. G