1994-003 Anchorage Park Lease' RESOLUTION NO. 3-94
'A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF NORTH- PALM BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
VILLAGE CLERK TO ENTER INTO A LAND LEASE OF
REAL PROPERTY KNOWN AS ANCHORAGE PARK WITH THE
JOHN D. AND CATHERINE T. MAC ARTHUR
FOUNDATION, AN ILLINOIS NOT-FOR-PROFIT
CORPORATION, ATTACHED AS EXHIBIT "A", WHICH
REAL PROPERTY IS TO BE UTILIZED BY THE VILLAGE
EXCLUSIVELY FOR PARK, PLAYGROUND AND
RECREATIONAL PURPOSES; AND, PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village of North Palm Beach is desirous of
entering into a land lease of real property known as Anchorage Park
' with the John D. and Catherine T. MacArthur Foundation with the
real property to be utilized by the Villaqe exclusively for park,
playground and recreational purposes.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM
BEACH, FLORIDA:
Section 1. The Villaqe Council of the Village of North
Palm Beach does hereby approve the land lease of real property
known as Anchorage Park with the John D. and Catherine T. MacArthur
Foundation attached as Exhibit "A", which real property is to be
utilized by the Village exclusively for park, playground and
recreational purposes.
Section 2. The Mayor and Village Clerk are hereby
authorized and directed to execute the land lease with the John D.
' and Catherine T. MacArthur Foundation set forth in Exhibit "A" for
and on behalf of the Village of North Palm Beach.
r--~
~i
Section 3. This Resolution shall take effect immediately
upon its adoption.
PASSED AND ADOPTED THIS 10th DAY OF February 1994.
MAYOR
(Village Seal)
VILLAGE CLERK
1
gi76 Burns Road Telephone: (qo7) 6z6-g8oo
palm Beach Gardens, Florida 3340-9680 Fax: (407) 6z4-49o5
/,
~~
7'HE JOHN D. AND CATHERINE T.
' MACARTHUR FOUNDATION
December 13, 1993
Village of North Palm Beach
501 US Highway 1
North Palm Beach, Florida 33408
Attn: Dennis Kelly, Village Manager
RE: MacArthw Foundation Anchorage Drive Property
Dear Mr. Kelly:
The MacArthur Foundation is pleased to enclose a one (1) year lease for the subject property
with the same terms and conditions as previously enjoyed by the Village. Please sign both
copies where flagged, have your signatwe witnessed and return both copies to us in the enclosed
postage paid envelope. A fully executed copy will be returned for your files. Please remit your
annual payment of $10.00 to the attention of the Accounting Department.
Please call me if I can be of further assistance.
Sincerely,
~~ ~`t~~t~N1~iA
Da a E. Smith
Director, Florida Operations
DES:gd
cc: Stephen E. Yohe
Steven Cohen
F. C. Prior
1
REOCMIN.DOC
LAND LEASE
' THIS AGREEMENT, entered into this ~ day of .199, by and between JOHN D.
and CATHERINE T. MACARTHUR FOUNDATION, an Illinois not-for-profit corporation (hereinafter
called "Lessor"), and Village of North Palm Beach ,(hereinafter called "Lessee").
WITNESSETH:
Section 1. DEMISE. In consideration of the covenants, terms, conditions and agreements
hereinafter set forth, Lessor hereby leases and demises to Lessee and Lessee hereby hires and takes from
Lessor, the real property more fully described on Exhibit "A" attached hereto and made a part hereof
(hereinafter the "Property"), consisting of ~ acres more or less, SUBJECT HOWEVER, TO THE
FOLLOWING:
(a) Any state of facts which an accurate survey may show;
(b) Easements, covenants and restrictions of record if any;
(c) Present and future zoning laws, ordinances, resolutions and regulations of the city, county
or municipality in which the Property is located and all present and future ordinances, laws, regulations and
orders of all boards, bureaus, commissions and bodies of any municipal, county, state or federal sovereigns
now or hereafter having or acquiring jurisdiction over or affecting the Property and the use and
improvement thereof;
(d) Violations of law, ordinances, orders or requirements, whether or not recorded or noted, of
any federal, state or municipal depardnents or authority having jurisdiction against or affecting the
Property as the same may exist on the date of the commencement of the teen of this lease; and
' (e) Condition and state of repair of the Property as the same may be on the date of the
commencement of the term of this lease.
This lease is granted and accepted upon the foregoing and upon the following covenants and
conditions, and subject to the following restrictions, to all and every one of which the parties consent; and
each of the parties hereby expressly covenants and agrees to keep, perform and observe all the terms,
covenants and conditions herein contained on its part to be kept, performed and observed.
Section 2. TERM OF LEASE. The term of this lease shall be for a period of gnu (~ year(s)
commencing on the 1~ day of Novembe* , 1993, and ending on the 31st day of October, 1994.
Section 3. RENT. Lessee shall pay'to Lessor as rent for the use and possession of the Property in
such currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, the total sum of 10.0 payable as follows:
DATE: 11 1 93 $10 0000
together with applicable Florida State Sales Tax and other taxes as may apply. Payment shall be made to
John D. and Catherine T. MacArthur Foundation, without notice or demand and without abatement,
deduction or set off, at 4176 Bums Road, Palm Beach Gardens, FL 33410, or at such other place and to
such other person as Lessor may from time to time designate in writing.
Section 4. USE OF PROPERTY. The Property shall be used and occupied by Lessee exclusively
for park, playground and recreational purposes, and for the use of the existing structure upon the property
for storage purposes, including the storage and housing of a fire truck and for no other purpose or uses
whatsoever without the prior written consent of Lessor which Lessor may grant or withhold in Lessor's sole
discretion. Lessee covenants and agrees that the permitted use of the Property has been specifically
11/04/93NPBLSE.DOC1
bargained for and constitutes a sepazate and material consideration and inducement to Lessor for entering
into this lease with Lessee.
' Lessee's possession, use and enjoyment of the Property is and shall be subject to the following:
(a) Lessor retains and reserves for itself and those holding by, through or under Lessor, the
right to enter onto the Property to remove timber, pulpwood and/or stumps from the Property.
(b) Lessor reserves for itself, its agents, servants and employes, the right of access for ingress
and egress over, across and through the Property for rights-of--way, utilities or other purposes deemed
necessary or advisable in Lessor's sole discretion and Lessor further reserves the right to grant to others,
easements over, through and across the Property for the location, installation, construction, operation and
maintenance thereof of utility lines.
Lessee shall have the right to erect and construct any building, structure, apparatus, or whatever
other improvements that it may deem necessary or advantageous, to the facilitation of the aforesaid park
and recreational program, so long as the structure or other facility does not interfere with the operation or
maintenance of plant facilities owned by Seacoast Utilities, Inc., its successors and assigns. The privilege
to erect such buildings or other appazatus shall carry with it the right to install and lay the necessary pipes
or electrical connections to service such structures.
It is understood and agreed that the Lessee shall undertake and bear all construction and
maintenance costs, including landscaping, for any buildings or equipment that may be erected or utilized in
the furtherance of the aforesaid park and recreational program.
Upon termination of this lease agreement, the Lessee may remove any building or other
improvement which may then be located on the leased premises and convert the materials thereof to the use
of the Lessee. Title to all equipment, furnishings, fixtures or other appazatus shall also remain in the name
of Lessee upon the expiration of this agreement. It is expressly understood that in the event of removal, the
premises shall be left in as good a condition as they were upon the assumption of tenancy hereunder.
Section 5. MAINTENANCE. Lessee shall, at Lessee's sole cost and expense, keep, maintain,
repair and replace the Property; all improvements thereon and all facilities appurtenant thereto, including
fences, private roadways, and private drainage canals, structures and facilities in good order and repair and
in as safe and clean a condition as they were when received by Lessee from Lessor. Lessee shall, at
Lessee's sole cost and expense, use diligence to put, keep and maintain all portions of the Property and the
swales, private roadways and private canals on and adjoining the Property in a clean and orderly condition,
free of rubbish, trash, debris, unlawful obstructions, and free of weeds, brush and undergrowth.
Lessor shall in no event be required to make any alterations, rebuildings, replacements, changes,
additions, improvements or repairs during the term of this lease.
Section 6. REPRESENTATIONS. Lessee covenants and wazrants that Lessee has inspected the
Property and is fully familiar with its physical condition, and Lessee takes the Property in its as is
condition. Neither Lessor nor Lessor's Group, which shall mean and refer to Lessor and all of the
directors, officers, employees, agents and independent contractors of Lessor, its successors or assigns, have
made any representations or warranties which have been or will be relied upon by Lessee about or in
connection with the Property, its condition, location, drainage, or the use to which the Property can be put.
Neither Lessor nor Lessor's Group have made any representations or warranties which have been or will be
relied upon by Lessee regarding any buildings, improvements, fixtures or equipment on or appurtenant to
the Property. Neither Lessor nor Lessor's Group shall be liable to Lessee, Lessee's agents, servants,
employees or contractors for any latent or patent defects on the Properly or any buildings or improvements
thereon.
The parties hereby acknowledge and agree that Lessor has no responsibility for the provision of
water to the Property and Lessee hereby acknowledges that Lessor is not making any representations or
warranties with respect to any water or irrigation systems supplying the Property. Lessor does not warrant
the productivity of the soil on the Property and the parties agree that the Property is being leased in an as is
condition.
11/04/93NPBLSE.DOC2
Section 7. ~QMPLIANCE WITH LAS AND INSURANCE POLICY REQUIREMENT.
' Throughout the term of this lease, Lessee, at Lessee's sole cost and expense, shall promptly comply with all
present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state and
municipal governments, departments, commissions, boards and officers, foreseen or unforeseen, ordinary
as well as extraordinary, which may be applicable to or affect the Property and the water management of
the Property (including but not limited to swales, canals, culverts and drainage structures adjoining or
serving the Property), and the use or manner of use of the Property by Lessee or any occupants thereof,
whether or not such law, ordinances, order, rule, regulation or requirement shall necessitate changes or
improvements or interfere with the use and enjoyment of the Property, and whether or not such compliance
is required by reason of any condition, event or circumstance existing prior to or after the commencement
of the term of this lease.
Lessee shall, throughout the Term, at Lessee's sole expense and liability, observe and promptly
comply with all regulations as more fully provided in Section 7.3.
Lessee shall likewise observe and comply with the requirements of all insurance companies, boards
of insurance underwriters and policies of public liability, fire and all other policies of insurance required to
be carried by Lessee at any time with respect to the Property, or any portion thereof whether. or not such
observance or compliance is required by reason of any condition, event or circumstance existing prior to or
after the commencement of the term of this lease.
Lessee shall, in the event of any violation or any attempted violation of the provisions of this
Section by any permitted subtenant, take steps, immediately upon knowledge of such violation or attempted
violation, to remedy or prevent the same as the case may be.
Section 7.1 Lessee's Ri¢ht to Contest Compliance. Lessee shall have the right to contest in
' good faith, at Lessee's sole expense and liability, the applicability of any laws and the right not to comply
with same provided that (a) Lessee promptly notifies Lessor of its intent to so contest and, from time to
time, of the progress of such contest, and, (b) that Lessee's non-compliance during Lessee's contest shall
not cause Lessor to be subject to any civil or criminal liability nor cause Lessor's interest in the Property or
any part thereof to be in imminent danger of being foreclosed, forfeited, sold or lost, and (c) that Lessee's
non-compliance during Lessee's contest shall not cause Lessee to be subject to any criminal liability, and
(d) Lessee deposits with Lessor (1) an amount reasonably determined to be sufficient by Lessor to comply
with same or (2) a bond by a surety company approved by Lessor in an amount reasonably determined to
be sufficient by Lessor to provide for the full cost of compliance with same in the event that Lessee shall be
unsuccessful, and (e) such contest shall be without expense or liability to Lessor. Lessee shall indemnify,
defend and hold harmless Lessor from and against all costs, expenses, claims, losses, liabilities and
damages by reason of or arising or resulting from such contest or proceeding or Lessee's failure to
forthwith observe or comply with any such laws.
Section 7.2 Health and Environmental Definitions.
A. The term "Environmental Law" means and includes, without limitation, any federal, state or
local law, statute, regulation or ordinance pertaining to health, industrial hygiene or the environmental or
ecological conditions in, on, under, above or about the Property, including without limitation each of the
following: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("CERCLA"), 42 U.S.C. Sec. 9601 et sec.; the Resource Conservation and Recovery Act of
1976, as amended ("RCRA"), 42 U.S.C. Sec. 6901 et sea.; the Florida Environmental Protection Act of
1971, Fly. ,~. min .Sec. 403.412 et sea.; Florida Air & Water Pollution Control Act, ~. ~. rm. Sec.
403.011 et sea.; Water and Land Management Act of 1972, ~. ~. ~i .Sec. 380.012 et sea.; Land
Conservation Act of 1972, Ea. ,~. inn. Sec. 259.01 et sea.; Environmental Reorganization Act of 1975,
Fla. ~(. ~mr. Sec. 403.801 et sec.; the Clean Air Act, as amended, 42 U.S.C. Sec. 1857 et seo.; the
Federal Water Pollution Control Act, as amended, 33 U.S.C. Sec. 1251 et sea.; and the rules, regulations
11/04/93NPBLSE.DOC3
and ordinances of the U.S. Environmental Protection Agency, the U.S. Army Corps of Engineers, the
Florida Departrnent of Environmental Regulation, the County of Palm Beach, and of all other agencies,
boards, commissions and other governmental bodies and officers having jurisdiction over the Property or
the use or operation thereof.
B. The term "Hazardous Substance" means and includes, without limitation:
(i) those substances included within the definitions of "hazardous substances," "hazardous
materials," "toxic substances" or "solid waste" in any of CERCLA, RCRA, the Florida
Environmental Protection Act and the Hazardous Materials Transportation Act (49 U.S.C. Sec.
1801 et sea.) and in regulations promulgated pursuant thereto;
(ii) those substances listed in the U.S. Department of Transportation Table or
amendments thereto (49 CFR 172.101) or by the U.S. Environmental Protection Agency (or any
successor agency) as hazardous substances (40 CFR Part 302 and any amendments thereto);
(iii) those other substances, materials and wastes which are or become regulated under
any applicable federal, state or local law, regulation or ordinance or by any federal, state or local
governmental agency, board, commission or other governmental body, or which are or become
classified as hazardous or toxic by any such law, regulation or ordinance; and
(iv) any material, waste or substance which is any of the following: (a) asbestos; (b)
polychlorinated biphenyls; (c) designated or listed as a "hazardous substance" pursuant to Sec. 311
or Sec. 307 of the Clean Water Act (33 U.S.C. Sec. 1251 et sey.); (d) explosive; or (e) radioactive.
' Section 7.3 Health and Enviromnental Recuirements.
A. Lessee shall not install, use, generate, manufacture, produce, store, release, discharge or
dispose of on, under or about the Property, nor transport to or from the Property, any Hazardous Substance
nor allow any other person or entity to do so except in amounts and under conditions permitted by
applicable laws, regulations and ordinances.
B. Lessee shall keep and maintain the Property in compliance with, and shall not cause or permit
the Property to be in violation of, any Environmental Law.
C. Lessee shall give prompt written notice to Lessor ofl
(i) any proceeding, investigation or inquiry commenced by any govemmental or
quasi-governmental authority with respect to the presence of any Hazardous Substance on, under
or about the Property or the migration thereof to or from any adjoining property;
(ii) all claims made or threatened by any person or entity against Lessee or the Property
relating to any loss or injury allegedly resulting from any Hazardous Substance; or
(iii) the discovery by Lessee of any occurrence or condition on any real property adjoining
or in the vicinity of the Property which might cause the Property or any part thereof to be subject
to any restriction on the ownership, occupancy, transferability or use of the Property under any
Environmental Law.
D. Lessor shall have the right and privilege to: (i) join in and participate in, as a party if it so
elects, any one or more of any such legal proceedings or actions so initiated with respect to the Property,
11/04/93NPBLSE.DOC4
and (ii) have all costs and expenses thereof (including without limitation Lessor's reasonable attorneys' fees
and costs) paid by Lessee.
' E. Lessor shall have the right and privilege, but not the obligation to enter upon the Property at
any time during the term of the Lease for the purpose of installing, at Lessee's expense, such additional
facilities as it may deem appropriate to further prevent or minimize risk of release or discharge of a
Hazardous Substance as a result of Lessee's activities.
Section 7.4 Remedial Work. If any investigation, site monitoring, containment, cleanup, removal,
restoration or other remedial work of any kind or nature (the "Remedial Work") is reasonably necessary or
desirable, at any time during the term of this lease or subsequent to the expiration hereof or to the
termination hereof or Lessee's right of possession hereunder, under any applicable federal, state or local
law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any
governmental official, board, conunission or agency, because of or in connection with the presence,
suspected presence, release or suspected release of a Hazardous Substance on, in or into the air, soil,
groundwater, or surface water at, on, about, above, under, within or adjacent to the Property, or any
portion thereof, as a result of Lessee's activities on or after the commencement of the term of this lease,
Lessee shall, within thirty (30) days after written demand for performance by Lessor, or within such shorter
time as may be required under any applicable law, regulation, ordinance, order or agrcement, commence or
cause to be commenced and thereafter diligently prosecute or cause to be diligently prosecuted to
completion all such Remedial Work. All Remedial Work shall be performed by contractors approved in
advance by Lessor and under the supervision of a consulting engineer approved in advance by Lessor. All
costs and expenses of such Remedial Work, including without limitation the reasonable fees and expenses
of Lessor's counsel, and in connection with monitoring or review of the Remedial Work shalt be paid by
' Lessee. If Lessee fails to diligently prosecute to completion such Remedial Work, such failure shall
constitute a breach of this lease and lessor may proceed, at its option, as provided in Section 25 hereinafter.
Section 8. NUISANCES. Lessee shall not use or allow the Property to be used for any unlawful
purpose or in violation of any certificate of occupancy or permit covering or affecting the use of the
Property or any part thereof or which may constitute a nuisance, public or private, or which may make void
or voidable any insurance then in force with respect thereto.
Lessee shall not suffer or permit the Property or any portion thereof to be used by the public, as
such, without restriction or in such manner as might reasonably tend to impair Lessor's title to the Property
or any portion thereof, or in such manner as might reasonably make possible a claim or claims of adverse
usage, adverse possession or prescription by the public, as such, or of implied dedication of the Property or
any portion thereof Lessee hereby acknowledges that Lessor does not hereby consent, expressly or by
implication, to the unrestricted use or possession of the whole or any portion of the Property by the public.
Section 9. WASTE. Lessee shall not commit or perntit the commission by others of any waste or
damage to the Property or any part thereof. Lessee shall have no right to take or remove any water, shell,
top soil, dirt, sand, timber or minerals from the Property. Lessee shall not cut live trees on the Property,
for any reason, without the prior written consent of Lessor. Lessee hereby acknowledges and agrces that
Lessee shall not seazch for or develop gas, petroleum or minerals that might be on or below the surface of
the Property.
Section 10. IMPROVEMENTS TO PROPERTY. Except as provided in Section 4, Lessee shall
make no alterations, additions or improvements to the Property, without the prior written consent of Lessor.
' At the option of Lessor all additions or improvements which maybe made by Lessee shall, at the expiration
of the term of this lease or upon the earlier termination hereof be removed by Lessee, at Lessee's sole cost
and expense.
11/04/93NPBLSE.DOC5
Section 11. RELEASE OF LIABILITY. All persons and property of any kind at any time on or
about the Property shall be at the sole risk of Lessee, and neither Lessor nor Lessor's Group shall have any
' responsibility for and will not be liable for any damage to or destruction of any property or for personal
injury to anyone on or about the Property by any cause whatsoever. It is understood and agreed that
nothing under the terms of this lease or any usage of the Property will render Lessor or Lessor's Group
liable for injury to any persons or for damage to property of Lessee, Lessee's employees, agents, servants,
contractors or invitees and Lessee hereby releases Lessor and Lessor's Group from any and all liability in
connection therewith. Lessee agrees to use and occupy the Property at Lessee's own risk, and hereby for
Lessee and all persons claiming by, through or under Lessee, releases Lessor, and Lessor's Group, from all
claims and demands of every kind resulting from any accident, damage or injury occurring on or about the
Property.
Section 12. UTILITIES/TAXES. Lessee shall pay (a) all charges of any sort for water, gas,
electricity and other utilities furnished to or used on the Property, and (b) all taxes and all other fees or
charges accruing or due with respect to any activity or business conducted by Lessee on the Property,
including all license and pemut fees, and (c) all ad valorem real property taxes provided that Lessor makes
timely application to the Palm Beach County Property Appraiser for exemption of the Property for ad
valorem real property taxes as may be required. Lessor shall not be required to famish to Lessee any
facilities or services of any kind whatsoever during the term hereof, such as, but not limited to, water, gas,
electricity, light and power. In no event shall Lessor be liable for any interruption or failure in the supply
or service of any such utilities to the Property.
Section 13. LESSOR'S RIGHT OF ENTRY. Lessee shall permit Lessor and Lessor's authorized
representatives to enter the Property at all reasonable times for the purpose of (a) inspecting and surveying
' the same, (b) conducting soil tests and analysis, (c) making any necessary repair thereto and (d) performing
any work therein that may be necessary by reason of Lessee's failure to make any repairs or perform any
such work or to commence the same within ten (10) days after written notice from Lessor (or without
notice in case of emergency). Lessor shall not be liable for inconvenience, annoyance, disturbance, or other
damage to Lessee by reason of making such repairs or the performance of any such work, or on account of
bringing materials, tools, supplies and equipment onto the Property during the course thereof and the
obligations of Lessee under this lease shall not be affected thereby. Nothing herein shall imply any duty
upon the part of Lessor to do any such work; and performance thereof by Lessor shall not constitute a
waiver of Lessee's default in failing to perform the same.
Lessor shall have the right to enter the Property at all reasonable times during usual business hours
for the purpose of showing the same to prospective purchasers and tenants of the Property.
Section 14. INSURANCE. Lessee covenants and agrees to maintain in full force throughout the
term of this lease, at Lessee's own cost and expense, one or more policies of comprehensive general public
liability, automobile liability and property damage insurance insuring Lessee and Lessor (and such other
person or persons designated by Lessor) against claims for personal injury, death and property damage
occurring on or about the Property and on and about adjoinhrg private roadways and private drainage
canals and structures. Each such policy shall be subject to the advance approval of Lessor as to form and
insurance company and shall contain a provision that it carmot be canceled or amended, insofar as it relates
to the Property, without at least thirty (30) days prior written notice to Lessor. The limits of liability of
such insurance shall be not less than n nrilliee dollars wmbin ersonal ?' ury and
broad form property damage. ~^^^•t~''~'~+°+µ..d twe./w~..,or+~/7+rr/••.°•%l-°°.100
Lessee covenants and agrees to maintain in full force throughout the term of this lease, at Lessee's Q
' own cost and expense, workers' compensation insurance for the protection of Lessee's employees at any /j
time on the Property and all insurance required by ordinance, law or governmental regulation.
In addition to any other insurance required by this lease, Lessee covenants and agrees to maintain
in full force throughout the term of this lease, at Lessee's own cost and expense, insurance coverages
11/04/93NPBLSE.DOC6
normal for insurance against damage or injury which might be caused by the nature of the operations
Lessee conducts upon the Property.
Upon the execution of this lease, and thereafter not less than fifteen (15) days prior to the
expiration dates of existing policies theretofore furnished pursuant to this Section, duplicate originals of the
policies or certificates of the insurers bearing notations evidencing the payments of premiums or
accompanied by other evidence satisfactory to Lessor of such payment, shall be delivered to Lessor by
Lessee. In the event of Lessee's failure, in whole or in part, at any time during the term hereof, to obtain
insurance required to be carried by Lessee under any provisions of this Lease or to provide such evidence
thereof in timely fashion, Lessor shall have the right (but shall not be obligated) to procure such insurance
and Lessee shall pay to Lessor the costs and expenses thereof.
Section 15. LESSOR'S RIGHT OF CANCELLATION. Notwithstanding anything to the d
contrary herein provided~sor sh I have the unconditional right, for any reason whatsoever, to cancel ~~/~
this lease at any time upfltf givingr, days prior written notice to Lessee. In the event of cancellation, as
provided in this Section 15, Lessce, if not then in default, shall be entitled to a pro rata refund of `/
advance rental paid on account of this lease for any period after the effective date of cancellation. (/
Section 16. WAIVER OF HOMESTEAD. Lessee hereby waives and renounces for Lessee and
Lessee's family any and all homestead and exemption rights Lessee may have now, or hereafter, under or
by virtue of the constitution and laws of the State of Florida, or of any other state, or of the United States,
as against the payment of said rental or any portion thereof, or any other obligation or damage that may
accrue under the terms of this lease.
Section 17. QUIET ENJOYMENT. Lessee, upon paying the rent and performing the other terms,
' covenants and conditions of this lease on Lessee's part to be performed, shall and may, at all times during
the term of this lease peaceably and quietly have, hold and enjoy the said Property free of molestation by
Lessor, subject, however, to the exceptions, reservations and conditions of this lease.
Section 18. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease, nor sublet
the Property, or any part thereof without the prior written consent of Lessor, which Lessor may grant or
withhold in Lessor's sole discretion. Lessee covenants and agrees that Lessor's prohibition of assignment
and subletting of the Property have been specifically bargained for and constitute a separate and substantial
consideration and inducement to Lessor for entering into this lease.
Further, Lessee may not mortgage this lease in whole or in part without the prior written consent of
Lessor.
Nothing contained herein shall be construed as prohibiting any assignment by Lessor and Lessor
does not need any consent of Lessce to assign this lease or any interest of Lessor in the Properly.
Section 19. SUBORDINATION. This lease, at the option of Lessor, shall be subject and
subordinate to all ground or underlying leases or subleases, including, without limitation, sale leaseback or
lease leaseback leases to which Lessor is or may become a party as tenant or subtenant thereunder and to
all mortgages, deeds of trust or conveyances for security purposes, which may now or hereafter affect the
real property of which the Property forms a part, and to all renewals, replacements, modifications,
consolidations and extensions of any thereof.
Lessee, in confirmation of the subordination provided for in this Section, shall execute and deliver
promptly any certificate or instrument which Lessor may at any time request in connection herewith.
' Lessee hereby irrevocably constitutes and appoints Lessor asattorney-in-fact, for Lessee in the name of
Lessee, or in Lessor's name, to execute any such certificate(s) or instrument(s) for and on behalf of Lessee.
At the option of the holder (or successor in interest) of any mortgage and/or deed of trust and/or
ground or underlying lease, Lessee shall attom to and recognize as Lessee's Lessor hereunder such holder
or successor. Upon such attomment, this lease shall continue in full force and effect as a direct lease
11/04/93NPBLSE.DOC7
between Lessee and such holder or successor except that such holder or successor shall not be (i) liable for
any previous act or omission by Lessor under this lease, (ii) subject to any offset of rent which shall
' thereunto have accrued to Lessce against Lessor, (iii) bound by any previous modification of this lease not
expressly provided for herein, (iv) bound by any previous prepayment of rent for a period greater than sixty
(60) days unless such modification or prepayment shall have been expressly approved in writing by such
holder or successor.
Section 20. LIEN FOR RENT. Lessee hereby pledges and assigns to Lessor all the goods and
chattels, including livestock owned by Lessce, which shall or may be brought, or put on the Property, and
all crops growing or grown on the Property, as security for the payment of the rent herein reserved, and
performance of the covenants of this lease and Lessce agrces that the said lien may be enforced by distress,
foreclosure or otherwise at the election of Lessor. Lessce agrees to pay attomeys' fees in accordance with
Section 32 of this lease, together with all costs and charges incurred or paid by Lessor.
Section 21. MECHANIC'S LIENS. Lessce shall have no power to and shall not subject the
Property or Lessor's interest in the Property to any mechanics', laborer's, materialman's or other liens. If
any mechanics' or other liens or order for the payment of money shall be filed against the Property or any
building or improvement thereon by reason of or arising out of any labor or material famished or alleged to
have been furnished or to be famished to or for Lessce at the Property, or for or by reason of any change,
alteration or addition or the cost or expense thereof or any contract relating thereto, Lessee shall cause the
same to be canceled and discharged of record, by bond or otherwise as allowed by law at the expense of
Lessee, within five (5) days after written demand therefor, and shall also defend on behalf of Lessor at
Lessee's sole cost and expense, any action, suit or proceeding which may be brought thereon or for the
enforcement of such liens, or orders, and Lessce will pay any damages and satisfy and discharge any
' judgment entered therein and save harmless Lessor from any claim or damage resulting therefrom. Lessee's
failure to comply with this Section shall give Lessor the right to avail itself of the remedies provided to it by
this lease, upon the expiration of said demand, without any additional or other notice.
In order to comply with the provisions of Section 713.10, Florida Statutes, as presently in effect or
as may hereafter be amended, it is specifically provided that neither Lessce nor anyone claiming by,
through or under Lessee, including contractors, subcontractors, materialmen, mechanics and laborers shall
have any right to file or place any mechanic's or materiahnen's liens of any kind whatsoever upon the
Property nor upon any building or improvement thereon, and any such liens are hereby specifically
prohibited. All such persons so dealing with Lessce must look solely to the credit and interest of Lessee
and not to Lessor's interest or assets.
Section 22. LESSEE'S INDEMNIFICATION OF LESSOR. Without waiver of limitation of
liability provided for in Section 768.(5) of Florida Statutes, Lessce shall indemnify and save harmless
Lessor and Lessor's Group against and from all liabilities, obligations, damages, penalties, claims, costs,
charges and expenses, including reasonable engineers' and attomeys' fees, which may be imposed upon,
incurred by or asserted or claimed against Lessor and/or Lessor's agents by reason of any of the following
occurrences during the term of this lease:
(a) Any work or thing done in, on or about the Property or any part thereof by Lessee or any
party other than Lessor or Lessor's agents;
(b) Any use, non-use, possession, occupation, condition, operation, maintenance or
management of the Property or any part thereof or any road or canal adjacent thereto;
(c) Any negligence on the part of Lessce or any of Lessee's agents, contractors, servants,
employees, sublessees, licensees or invitees;
(d) Any accident, injury to or death of any person or damage to property occurring in, on or
about the Property or any part thereof, or any road or canal adjacent thereto; or
11/04/93NPBLSE.DOCB
(e) Any failure on the part of Lessee or anyone holding by, through or under Lessee to
perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations
t contained in this lease on Lessee's part to be performed or complied with.
If any action or proceeding is brought against Lessor or Lessor's agents or any claim asserted
against Lessor or Lessor's agents arising from or in any way relating to anything described in Section 22
(a) through (e) above, then Lessee shall at Lessee's expense, resist or defend such claim or action or
proceeding by counsel approved by Lessor in writing, which approval Lessor agrees not unreasonably to
withhold. If Lessee has supplied Lessor with insurance policies covering any of the aforementioned risks,
no claim shall be made against Lessee unless and until the insurer shall fail or refuse to defend and/or pay
all or any part thereof.
The covenants contained in this Section 22 shall survive the expiration, cancellation or termination
of this lease.
Section 23. EMINENT DOMAIN. In the event that the entire Property shall be taken under any
condemnation or eminent domain proceedings or by private purchase under threat of condemnation during
the term hereof, or in the event any portion of the Property shall be taken in any such proceedings and the
remaining portion shall not be suitable or adequate for the uses and purposes for which the Property is
being utilized by Lessee, then, and in any such event, this lease shall terminate on the date of such taking,
and any rental paid in advance shall be apportioned and promptly refunded to Lessee.
If a portion of the Property shall be taken under any condemnation or eminent domain proceedings
or by private purchase under threat of condemnation during the term hereof, and the remaining portion of
the Property not taken or condemned shall be suitable and adequate for the uses and purposes of Lessee;
permitted by this lease, then, in such event, this agreement shall be and remain unaffected by such
condemnation or eminent domain proceedings as to such retraining property unaffected by such
' proceeding, except that, effective as of the date of such taking, the rental shall be diminished by an amount
representing the part of the rental applicable to that portion, if any, of the Property, which is so condemned
or taken.
All compensation awarded or paid upon a total or partial taking of the Property, including the
value of the leasehold estate created hereby, shall belong to and be the property of Lessor without any
participation by Lessee; provided, however, that nothing contained herein shall be construed to preclude
Lessee, at Lessee's sole cost and expense, from independently prosecuting any claim directly against the
condemning authority for loss of business, and/or depreciation to, damage to, and/or cost of removal of
and/or for the value of stock and/or trade fixtures, furniture and other personal property belonging to
Lessee; provided, however, that no such claim shall diminish or otherwise adversely affect Lessor's award
or other awards of any and all ground and underlying Lessors or mortgagees.
Section 24. DEFAULT.
24.1 Each one or more of the following events shall be deemed a default by Lessee and
a breach of this lease:
(a) Lessee's failure to observe, perform or comply with any of the terms, covenants or
conditions in this lease;
(b) The adjudication of Lessee as insolvent or bankrupt; the taking by Lessee of the
benefit of any other insolvency act or procedure, which term includes any form of proceeding for reorgani-
zation or arrangement or rearrangement under any present or future state or federal bankruptcy act, as well
as an assignment for the benefit of creditors; or the appointment of a receiver or liquidator on behalf of
Lessee which remains undischarged for thirty (30) days;
' (c) The abandonment of the Property by Lessee.
11/04/93NPBLSE.DOC9
If a default shall occur, then and in such event, Lessor at any time thereafter may, at its option,
give Lessee ten (] 0) days written notice of default stating that if the default is not cured at the expiration of
said ten (10) days, this lease and the term hereby demised shall expire and terminate and all rights of Lessee
under this lease shall expire and terminate and Lessee will then quit and peacefully surrender the Property
to Lessor, but Lessee shall remain liable as hereinafter provided.
24.2 Upon any such expiration or termination of this lease, Lessee shall quit and
peacefully surrender the Property to Lessor, and Lessor, upon or at any time after any such expiration or
termination, may, without further notice, enter upon and reenter the Property and possess and repossess
itself thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess Lessee and
remove Lessee and all other persons and property from the Property and may have, hold and enjoy the
Property and the right to receive all rental income of and from the same.
24.3 At any time, or from time to time, after any such expiration or termination, Lessor
may relet the Property or any part thereof for such term or terms (which may be greater or less than the
period which would otherwise have constituted the balance of the term of this lease) and on such conditions
(which may include concessions or free rent and alterations of the Property) as Lessor, in Lessor's sole
discretion, may determine and Lessor may collect and receive the rents therefore. Lessor shall in no way be
responsible or liable for any failure to relet the Property or any part thereof, or for any failure to collect any
rent due upon any such reletting.
24.4 No such expiration or termination of this lease shall relieve Lessee or Lessee's
liability and obligations under this lease, and such liability and obligations shall survive any such expiration
or termination. In the event of any such expiration or temmination, whether or not the Property or any part
thereof shall have been relet, Lessee shall pay to Lessor the rent and all other charges required to be paid by
Lessee up to the time of such expiration or termination of this lease, and thereafter Lessee, until the end of
what would have been the term of this lease in the absence of such expiration or termination, shall be liable
to Lessor for, and shall pay to Lessor, as and for liquidated and agreed current damages for Lessee's
default, the equivalent of the amount of the rent and the other rent charges which would be payable under
this lease by Lessee if this lease were still in effect, less the net proceeds of any reletting effected pursuant
' to the provisions of Section 24.4 of this lease, after deducting all Lessor's expenses in connections with
such reletting, including, without limitation, all repossession costs, brokerage and management
commissions, operating expenses, legal expenses, reasonable attoreys' fees, alteration costs, and expenses
of preparation for such reletting.
24.5 Lessee hereby expressly waives, so far as permitted by law, the service of any
notice of intention to reenter provided for in any statute, and except as is herein otherwise provided, Lessee,
for and on behalf of Lessee and all persons claiming by, through or under Lessee (including any leasehold
mortgagee or creditor), also waives any and all right of redemption or reentry or repossession if Lessee
shall be dispossessed by a judgment or by warrant of any court or judge or in case of reentry or
repossession by Lessor or in case of any expiration or termination of this lease. The terms "enter",
"reenter", "entry", or "reentry", as used in this lease are not restricted to their technical legal meanings.
24.6 No failure by Lessor to insist upon the strict performance of any agreement, term,
covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no
acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any
such breach or of such agreement, temm, covenant or condition. No agreement, term, covenant or condition
hereof to be performed or complied with by Lessee, and no breach thereof, shall be waived, altered or
modified except by a written instrument executed by Lessor. No waiver of any breach shall affect or alter
this lease, but each and every agreement, term, covenant and condition hereby shall continue in full force
and effect with respect to any other then existing or subsequent breach thereof.
24.7 In the event of any breach or threatened breach by Lessee of any of the
agrcements, terms, covenants or conditions contained in this lease, Lessor shall be entitled to enjoin such
breach or threatened breach and shall have the right to invoke any right and remedy allowed at law or in
equity or by statute or otherwise, through reentry, summary proceedings or otherwise, whether or not
' provided for in this lease.
24.8 Each right and remedy provided for in this lease shall be cumulative and shall be
in addition to every other right or remedy provided for in this lease or now or hereafter existing at law or in
equity or by statute or otherwise, and the exercise or beginning of the exercise by Lessor or Lessee of any
11/04/93NPBLSE.DOC10
one or more of the rights or remedies provided for in this lease or now or hereafter existing at law or in
equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the party in
. question of any or all other rights or remedies provided for in this lease or now or hereafter existing at law
or in equity or by statute or otherwise.
~ Section 25. LESSOR'S RIGHT TO PERFORM LESSEE'S COVENANTS. If Lessee shall at
any time fail to make any payment or perform any act on its part required to be made or performed by this
lease, then Lessor, after ten (10) days written notice'to Lessee, or without notice in case of an emergency,
and without waiving or releasing Lessee from any obligation of Lessee contained in this lease or from any
default by Lessee and without waiving Lessor's right to take such action as may be permissible under this
lease as a result of such default, may, but shall be under no obligation to, make any payment or perform
any other act on Lessee's part required to be made or performed by this lease. If Lessor at any time so
elects or is wmpelled by any other person to cure any breach by Lessee, or is wmpelled to incur any other
expense arising out of any breach of this lease by Lessee (including, without limitation, reasonable
attorneys' fees, engineering and expert witness fees, and disbursements in instituting, prosecuting or
defending any suits, actions or proceedings to enforce Lessor's rights under this or any other Section of this
lease or otherwise), the sum or sums so paid by Lessor, with all interest, costs and damages, shall be paid
by Lessee to Lessor within five (5) days following written demand. Such expenses may be recovered in the
same action or proceeding forming the basis of default.
Section 26. HOLDING OVER. If Lessee remains in possession of the Property after the
expiration of the term hereof, then Lessee shall be deemed to be occupying the Property as a tenant at
sufferance, and shall be responsible therefor for payment to Lessor at a rate equal to double the monthly
rental herein specified and otherwise be subject to all the covenants, terms, conditions and agreements of
this lease, and in no event shall such holding over operate to renew or extend this lease by operation of law
or otherwise.
Section 27. NO REINSTATEMENT. No receipt of monies by Lessor from Lessee after
a default or after the termination, expiration or cancellation of this lease, shall reinstate, continue, renew or
extend the term of this lease, or affect any notice theretofore given to Lessee, or operate as a waiver of the
right of Lessor to enforce the payment of fixed or additional rent or rents then due, or thereafter falling due,
or operate as a waiver of the right of Lessor to recover possession of the Property by proper suit, action,
proceeding or remedy; it being agreed that, after the service of notice to terminate or cancel this lease, or
the commencement of suit, action or summary proceedings, or any other remedy, or after a final order or
judgment for the possession of the said Property, Lessor may demand, receive and collect any monies due,
or thereafter falling due, without in any manner affecting such notice, proceeding, suit, action, order or
judgment; and any and all such monies collected shall be deemed to be payments on account of the use and
occupation or Lessce.'s liability hereunder.
Section 28. ESTOPPEL CERTIFICATES. Lessee shall without charge at any time and from
time to time, within ten (10) days after written request by Lessor, execute, acknowledge and deliver to
Lessor a statement in writing certifying that: (a) the lease is unmodified and in firll force and effect (or if
there have been modifications, that the same is in full force and effect as modified and stating the
modifications); (b) the dates to which the rent and other charges have been paid in advance, if any; (c) the
rent then payable under this lease; (d) the date of expiration of the term of this lease; and (e) whether or not
there are then existing any setoffs or defenses against the enforcement of any of the agreements, terms,
covenants or conditions hereof, or any modifications hereof upon the part of Lessee to be performed or
complied with, and if so, specifying the same. It is intended and agreed upon by Lessee that any such
statement delivered pursuant to this Section 28 may be relied upon by prospective purchasers of Lessor's
interest or mortgagees of Lessor's interest or assignees of any mortgage upon Lessor's interest in the
Property.
11/04/93NPBLSE.DOC11
Section 29. SURRENDER OF POSSESSION. Lessee agrees to surrender possession
' and occupancy of the Property peaceably at the termination of this lease, without fraud or delay, in as good
an order, condition and repair as on the commencement of the term hereof, neat and clean and free of all
trash and debris. This covenant shall survive the expiration, termination or cancellation of this lease.
Section 30. BROKER. The only broker instrumental in this transaction is N NE
("Authorized Broker") and the Lessor shall be obligated for payment of all brokerage commissions to the
Authorized Broker pursuant to a separate agreement between Lessor and Authorized Broker. Lessee and
Lessor hereby warrant and represent, each to the other, that except for the Authorized Broker, no broker
was involved in negotiating or consummating this lease, and each party hereby indemnifies and holds the
other harmless from and against any and all loss, costs and expenses as a result of a breach of their
respective representation and warranty.
Section 31. SUCCESSORS AND ASSIGNS. The terms, covenants and agreements of
this lease shall be binding upon and inure to the benefit of Lessor, its successors and assigns, and Lessee,
its successors and assigns. Nothing in this Section 31 shall be deemed to authorize or permit any
assignment or other transfer, in whole or in part, of the interest of Lessee in violation of any of the other
provisions of this lease.
Section 32. ATTORNEY'S FEES. Should either party employ an attorney to enforce any of
the provisions of this lease, or defend any action instituted by the other party, the.prevailing party shall be
entitled to be reimbursed by the other party for all reasonable costs, charges, and 'expenses, including
attorney's fees, expended or incurred in connection therewith including same on appeal.
Section 33. TIME OF ESSENCE. It is understood and agreed between the parties hereto
that time is of the essence in the perforniance of all requirements of this lease.
Section 34. ENTIRE AGREEMENT. This lease agreement sets forth all of the
covenants, promises, agreements, conditions, and understandings between Lessor and Lessee governing the
Property. There are no covenants, promises, agreements, conditions and understandings, either oral or
written, between Lessor and Lessee other than those herein set forth, and no subsequent alterations,
amendments, changes, modifications or additions to this lease shall be binding upon Lessor or Lessee
unless and until reduced to writing and signed by both parties.
Section 35. DEFINITION OF LESSOR. The term "Lessor" as used in this lease shall
mean only the owner or mortgagee in possession for the time being of the Property or the holder of a lease
of said Property so that in the event of any sale of the Property or an assignment of this lease or any
underlying lease or a demise of the Property, Lessor and Lessor's Group shall be and hereby is entirely
released and discharged from any and all further liability and obligations of Lessor hereunder except any
that may have theretofore accrued. Lessor reserves the right to add to or sever the ownership of or title to
any portion(s) of the Property.
Section 36. TYPE OF LEASE. If Lessee shall reside on the subject Property, Lessee
shall do so only with advance written consent of Lessor and such residence is and shall only be an
accommodation to Lessee for security purposes and Lessee hereunder expressly waives for himself and all
others holding by, through or under Lessee any and all rights Lessee may have under the Florida
. Residential Landlord and Tenant Act. Lessee covenants and agrees that this lease is a commercial lease
only and not a residential lease.
Section 37. TI Any and all notices, demands, approvals, consents, disapprovals,
objections, offers or other communications or documents required to be given, delivered or served or which
11/04/93NPBLSE.DOC12
may be given, delivered or served under or by the terms and provisions of this lease or pursuant to law or
otherwise; shall be in writing and shall be deemed to have been duly given, delivered or served if and when
' sent by registered or certified mail, return receipt requested, enclosed in a wrapper with the proper postage
prepaid thereon and deposited with the Registry Clerk of any United States Post Office, branch Post Office,
Post Office Station or Sub-station regularly maintained, addressed, if to the Lessee, at:
Village ofNorth Palm Beach
SOI U. S. Highway One
North Palm Beach, Florida 33408
or to such other address as Lessee may from time to time designate by written notice to Lessor, or if to
Lessor, addressed to:
JOHN D. AND CATHERINE T. MACARTHUR FOUNDATION
4176 Burns Road
Palm Beach Gardens, Florida 33410
or to such other agent or agents as may be designated in writing by either party and delivered in the manner
set forth herein. The date of deposit with the said Registry Clerk shall be deemed to be the date of such
service.
Section 38. RECORDING. Lessee shall not record this lease and any attempt by Lessee or
anyone acting on Lessee's behalf to record or the actual recording of this lease among the public records of
any county of the State of Florida by Lessee shall constitute a default. In no event shall this lease or a
memorandum thereof be recorded by Lessee and, if Lessee records this lease or any memorandum thereof
in violation hereof such actions shall constitute a material default of Lessee hereunder. The parties hereby
agree that the recording of this lease or any memorandum thereof by Lessee may create a cloud on the title
of the Property. In addition to any and all remedies available at law and in equity, the Lessor shall
specifically have the right of injunctive relief to cause such memorandum to be vacated of record. Lessee
hereby indemnifies and holds Lessor harmless for all loss, costs and expenses including, but not limited to,
attorneys' fees incurred by Lessor as a result of Lessee recording this lease or any memorandum of its
terms. Lessor, at its exclusive option, shall have the right to record a short form memorandum of the terms
of this lease.
Section 39. WAIVER OF JURY TRIAL AND COUNTERCLAIM. The parties hereto waive
a trial by jury of any and all issues arising in any action or proceeding between them or their successors
under or connected with this lease or any of its provisions, any negotiations in connection therewith, or
Lessee's use or occupation of the Property. In case Lessor shall commence summary proceedings or an
action for non-payment of rent or additional rent hereunder against Lessee, Lessee shall not interpose any
counterclaim of any nature or description in any such proceeding or action, but shall be relegated to an
independent action of law unless it is a compulsory counterclaim under Florida rules of civil procedure.
Section 40. WAIVER OF SUBROGATION. The parties hereby mutually waive any
rights they may have against each other to recover for loss or damage to property to the extent that such
loss or damage is covered by their respective insurance policies. Itt addition, all insurance policies carried
by either party covering the Property, including but not limited to contents, fire and casualty insurance,
shall expressly waive any right on the part of the insurer against the other party for damage to or
' destruction of the Property resulting from the acts, omissions or negligence of the other party.
Section 4l. SIGNS. Except for signs informing the public the property is private and there
shall be no trespassing, Lessee shall not install any sign(s) on the Property or place on the roof of any
11/04/93NPBLSE.DOC13
exterior wall (including both the interior and exterior surfaces of windows or doors) of any building or
structure on the Property, any sign, symbol, advertisement, neon or other light, shade, or any other object
' or thing visible to public view off the Property without the prior written consent of Lessor. Lessor reserves
the right to utilize a portion of the Property as a site or sites for billboard display signs.
Section 42. GOVERNING LAWS. The laws of the State of Florida shall govern the validity,
performance and enforcement of this lease.
Section 43. SEVERABILITY. If any term or provision of this lease or the application
thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of
this lease, or the application of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this
lease shall be valid and be enforceable to the fullest extent permitted by law.
Section 44. SECTION HEADINGS. The section titles and table of contents are for
convenience and reference only and do not define, limit, or construe the covenants of such sections, and
shall not be deemed or construed in any way as part of this lease or as a supplement thereto or an
amendment thereof
Section 45. NO PERSONAL LIABILITY OF LESSOR. Notwithstanding anything to the
contrary provided in this lease, it is specifically understood and agreed, such agreement being a primary
consideration for the execution of this lease by Lessor, that there shall be absolutely no personal liability
on the part of Lessor or Lessor's Group, or any mortgagee in possession (for the purposes of this paragraph
collectively referred to as "Lessor"), with respect to any of the terms, covenants and conditions of this
' lease, and that Lessee shall look solely to the equity of Lessor in the Property for the satisfaction of each
and every remedy of Lessee in the event of any breach by Lessor of any of the terms, covenants and
conditions of this lease to be performed by Lessor, such exculpation of liability to be absolute and without
any exception whatsoever.
Section 46. LOSS REPORTING. Lessee covenants and agrees that in the event any
property damage or personal injury occurs in or about the Property, that Lessee shall immediately give
written notice thereof to Lessor, whether or not such loss or injury is covered by insurance carried by
Lessor or Lessee, and that such notice shall specify in reasonable detail; (1) the time, date and place of such
damage or injury, (2) the names and addresses of persons injured or claiming injury, (3) the names and
addresses of witnesses to the damage or injury, and (4) a full and complete description of the damage and
injury together with a detailed report specifying and describing the incident or occurrence of such damage
or injury, and the causes thereof to the extent known.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the date first
above written.
LESSOR:
1
JOHN D. and CATHERINE T.
MacARTHUR FOUNDATION, an
Illinois not-for-profit
corporation
By:
Agent
11/04/93NPBLSE.DOC14
' As to Lessor
~~~ ~ ~
As to Lessee
1
LESSE/:
11/04/93NPBLSE.DOC15
( ~ir '~. EXHIBIT "A" ~ rr
' 1130AL DBSCILU"I'ION
FOR
LAND I.E'ASED 7b
Txa VILI,AOB OF NORTH PALM BBACH
A parcel oC land situate in Section 17, Township 42 South, Range 43 East, Palm Beach County,
FIOIida, lying within TRACT "A' OF VILIAQE OFNORTH PALM BEACH PLAT NO. 1, as rCCOrded In Plat
Book 24, at pages 202through 206, of the Public Records of Palm Beach County, Florida, said parcel
being more particularly described as follows:
Commencing at the East quarter corner of said Section 17, as shown on said plat;
thence South 00° 00' 00' Fast along the centerline o[ Anchorage Drive, a distance of
620.92 feet; thence North 90° 00' 00' West, a distance of 40.00 feet to a point on the
westerly tight of way o[ Anchorage Drive, said point being 23.00 Ceet Northerly of
the beginning of the curve on the Easterly perimeter of aforesaid Tract "A", and also
being the POINT OF BEGINNING;
Thence continue North 90° 00' 00" West, a distance of 160.44 feet; thence South 00°
32' 00" Wcst, a distance of 263.79 feet; thence South 59° IS' 44' East, a distance of
62.64 feet; thence South 21° 16' 37" West, a distance o[ 220.57 feet to the southerly
line oC Tract "A"; thence South 68° SS' 30" East, along the southerly line of Tract
"A', a distance of 54.68 feet to the beginning of a curve, having a radius of 780.00
' feet, Crom which a radial line bears South 21° 04' 30' West; thence southeasterly
along the arc of said curve, subtending a central angle of 8° 53' 32", a distance of
121.06 feet to a point on the northwesterly right of way line of Southwind Drive, as
shown on said plat, said point being on an arc of a curve having a radius of 390.00
feet, from which a radial line bears South 59° 32' 40" East; thence nonhcasterly
along the arc of said curve, subtending a central angle of 28° 51' 15", a distance o[
196.40 feet. to a point on the westerly right of way line of Anchorage Drive, said
point being on the arc o(a curve having a radius of 840.00 feet, from which a radial
line bears North 60° 35' S0" East; thence northwesterly along said westerly right of
way line, and the arc of said curve, subtending a central angle o[ 24° 24' ]0" a
distance of 431.07 feet to the point of tangency of said curve; thence North 00° 00'
00" East a distance of 23.00 feet to the POINT OF BEGINNING. t;ontaining
in all, 2.37 acres, more or less. ,
TOGETHER WITH a parcel o(land in a part o[ TRACT "A" as shown on the PLAT OF "VILLAGE OF
NOR7N PALM BEACH PLAT No. 1", Plat Book 24, page204, according to the Public Records of Yalm
Beach County, Florida, being more particularly described as follows:
Commencing at the East quarter turner of Section 17, Township 42 South, Range 43
East, Palm Beach County, said quarter corner being in the centerline of the right of
way of Anchorage Drive as now laid out and i[t use; thence run South CO°Ub'W" East,
along said centerline o[ Anchorage Drive and said cast line of Section 17, a distance
' of 596.92 feet to tt point; thence run South 90°00'00" West, a distance of 40.00 feet to
a point in the westerly right of way line of said Anchorage Drive; thence continue
South 90°00'00" West, departing from said westerly right of way line a»d running
along the northerly line of a roadway easement 24.00 feet In width (as describeA in
Official Record Book 2313, page 644 and Official Record F3ook 1885, page 41) of the
public records of Pa1m.Beach County, Florida, a distance of 357.33 -feet to the
POINT OF BEGINNING.
csw>>:ooc EXHIBIT "A"
<P,l p>i 2)
' " ~~` EXHIBIT "A" ~
,
"• . ~ .
' From fhe POINT OF BEGINNING; thence slung the northerly line of said roadway
eazement the (oilowing two courses and distances; 1) South 90°00'00" West, a
distance of 69.43; thence 2) North 68°55'30" West, a distance o[ 127.07 feet; thence
departing from said roadway easement and running along the perimeter of "the
Village of North Paim Beach property" (as described In Official Record Book 3602,
page 1698) the [oliowing three courses and distances; I) North 21°03'30" East, a
distance of 115.15 feet; thence 2) South 75°38'21" East, a distance of 151.35 feet;
thence 3) South 00°00'00" West, a distance of 0.80 feet; thence South 00°00'00" West,
departing from Bald perimeter, a distance of 114.82 (cet to the POINT OF
BEGINNING.
The above described parcel contains 0.485 acres, more or less.
TOGETHER WITH a parcel of land in a portion of TIUCT'A" as shown on the PLAT of "VILLAGE
of NORTH PALM BEACH PLAT No. 1", Plat Book 24, Page 204, according to the Public Records of
Palm Beach County, Florida, being more particularly described as follows:
Commence at the East quarter corner of Section 17, Township 42 South, Range 43
East, Palm Beach County, said quarter corner being In the centerline of right of way
of Anchorage Drive, as now laid out and in use; thence run South 00° 00' 00" East,
along said centerline of Anchorage Drive and said east line of Section 17, a distance
of 596.92 feet to a point; thence run Wesl a distance o[ 40.00 feet to a point in the
westerly right of way line of said Anchorage Drive and the POINT OF BEGINNING
' of the herein described parcel; thence continue West a distance of 426.76 (eet to a
point; thence North 68°56' 30" West, a distance of 234. 40 feet to a point; thence
South 21° 03' 30" East, a distance of 24.00 feet to a point; thence South 68° 56' 30"
East, a distance of 238.86 feet to a polnq thence East a distance of 431.22 feet to a
point; thence North a distance of 24.00 feet to the POINT OF BEGINNING of the
herein described parcel. Containing in a110.37 acres, more or lgss.
l~
GSPQI2DOC
EXHIBIT "A"
_LAND LEASE
' THIS AGREEMENT, entered into this _ day of .199, by and between JOHN D.
and CATHERINE T. MACARTHUR FOUNDATION, an Illinois not-for-profit corporation (hereinafter
called "Lessor"), and Village of North Palm Beach ,(hereinafter called "Lessee").
WITNESSETH:
Section 1. DEMISE. In consideration of the covenants, terms, conditions and agreements
hereinafter set forth, Lessor hereby leases and demises to Lessee and Lessee hereby hires and takes from
Lessor, the real property more fully described on Exhibit "A" attached hereto and made a part hereof
(hereinafter the "Property"), consisting of ~_ acres more or less, SUBJECT HOWEVER, TO THE
FOLLOWING:
(a) Any state of facts which an accurate survey may show;
(b) Easements, covenants and restrictions of record if any;
(c) Present and future zoning laws, ordinances, resolutions and regulations of the city, county
or municipality in which the Property is located and all present and future ordinances, laws, regulations and
orders of all boards, bureaus, commissions and bodies of any municipal, county, state or federal sovereigns
now or hereafter having or acquiring jurisdiction over or affecting the Property and the use and
improvement thereof;
(d) Violations of law, ordinances, orders or requirements, whether or not recorded or noted, of
any federal, state or municipal departments or authority having jurisdiction against or affecting the
Property as the same may exist on the date of the commencement of the term of this lease; and
' (e) Condition and state of repair of the Property as the same may be on the date of the
commencement of the term of this lease.
This lease is granted and accepted upon the foregoing and upon the following covenants and
conditions, and subject to the following restrictions, to all and every one of which the parties consent; and
each of the parties hereby expressly covenants and agrees to keep, perform and observe all the terms,
covenants and conditions herein contained on its part to be kept, performed and observed.
Section 2. TERM OF LEASE. The term of this lease shall be for a period of Ong (~ year(s)
commencing on the 1 ~t_ day of November , 1993, and ending on the 31st day of October, 1994.
Section 3. ~. Lessee shall pay to Lessor as rent for the use and possession of the Property in
such currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, the total sum of 1 0 payable as follows:
DATE: 1 /1/93 $10.00
together with applicable Florida State Sales Tax and other taxes as may apply. Payment shall be made to
John D. and Catherine T. MacArthur Foundation, without notice or demand and without abatement,
deduction or set off, at 4176 Bums Road, Palm Beach Gardens, FL 33410, or at such other place and to
such other person as Lessor may from time to time designate in writing.
' Section 4. USE OF PROPERTY. The Property shall be used and occupied by Lessee exclusively
for park, playground and recreational purposes, and for the use of the existing structure upon the property
for storage purposes, including the storage and housing of a fire truck and for no other purpose or uses
whatsoever without the prior written consent of Lessor which Lessor may grant or withhold in Lessor's sole
discretion. Lessee covenants and agrees that the permitted use of the Property has been specifically
11/04/93NPBLSE.DOC1
bazgained for and constitutes a separate and material consideration and inducement to Lessor for entering
into this lease with Lessee.
t Lessce's possession, use and enjoyment of the Property is and shall be subject to the following:
(a) Lessor retains and reserves for itself and those holding by, through or under Lessor, the
right to enter onto the Property to remove timber, pulpwood and/or stumps from the Property.
(b) Lessor reserves for itself, its agents, servants and employees, the right of access for ingress
and egress over, across and through the Property for rights-of--way, utilities or other purposes deemed
necessary or advisable in Lessor's sole discretion and Lessor further reserves the right to grant to others,
easements over, through and across the Property for the location, installation, construction, operation and
maintenance thereof of utility lines.
Lessee shall have the right to erect and construct any building, structure, apparatus, or whatever
other improvements that it may deem necessary or advantageous, to the facilitation of the aforesaid park
and recreational program, so long as the structure or other facility does not interfere with the operation or
maintenance of plant facilities owned by Seacoast Utilities, Inc., its successors and assigns. The privilege
to erect such buildings or other apparatus shall carry with it the right to install and lay the necessary pipes
or electrical connections to service such structures.
It is understood and agreed that the Lessee shall undertake and bear all construction and
maintenance costs, including landscaping, for any buildings or equipment that may be erected or utilized in
the furtherance of the aforesaid park and recreational program.
Upon termination of this lease agreement, the Lessee may remove any building or other
improvement which may then be located on the leased premises and convert the materials thereof to the use
of the Lessee. Title to all equipment, furnishings, fixtures or other appazatus shall also remain in the name
of Lessee upon the expiration of this agreement. It is expressly understood that in the event of removal, the
premises shall be left in as good a condition as they were upon the assumption of tenancy hereunder.
' Section 5. MAINTENANCE. Lessee shall, at Lessee's sole cost and expense, keep, maintain,
repair and replace the Property; all improvements thereon and all facilities appurtenant thereto, including
fences, private roadways, and private drainage canals, structures and facilities in good order and repair and
in as safe and clean a condition as they were when received by Lessee from Lessor. Lessee shall, at
Lessee's sole cost and expense, use diligence to put, keep and maintain all portions of the Property and the
swales, private roadways and private canals on and adjoining the Property in a clean and orderly condition,
free of rubbish, trash, debris, unlawful obstructions, and free of weeds, brush and undergrowth.
Lessor shall in no event be required to make any alterations, rebuildings, replacements, changes,
additions, improvements or repairs during the term of this lease.
Section 6. REPRESENTATIONS. Lessee covenants and warrants that Lessee has inspected the
Property and is fully familiar with its physical condition, and Lessee takes the Property in its as is
condition. Neither Lessor nor Lessor's Group, which shall mean and refer to Lessor and all of the
directors, officers, employees, agents and independent contractors of Lessor, its successors or assigns, have
made any representations or warranties which have been or will be relied upon by Lessee about or in
connection with the Property, its condition, location, drainage, or the use to which the Property can be put.
Neither Lessor nor Lessor's Group have made any representations or warranties which have been or will be
relied upon by Lessee regazding any buildings, improvements, fixtures or equipment on or appurtenant to
the Property. Neither Lessor nor Lessor's Group shall be liable to Lessee, Lessee's agents, servants,
employees or contractors for any latent or patent defects on the Property or any buildings or improvements
thereon.
' The parties hereby acknowledge and agrce that Lessor has no responsibility for the provision of
water to the Property and Lessee hereby acknowledges that Lessor is not making any representations or
warranties with respect to any water or irrigation systems supplying the Property. Lessor does not warrant
the productivity of the soil on the Property and the parties agree that the Property is being leased in an as is
condition.
11/04/93NPBLSE.DOC2
Section 7. COMPLIANCE Wfl'H LAW AND INSURANCE POLICY REQUIREMENT.
' Throughout the term of this lease, Lessee, at Lessee's sole cost and expense, shall promptly comply with all
present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state and
municipal governments, departments, commissions, boards and officers, foreseen or unforeseen, ordinary
as well as extraordinary, which may be applicable to or affect the Property and the water management of
the Property (including but not limited to swales, canals, culverts and drainage structures adjoining or
serving the Property), and the use or manner of use of the Property by Lessce or any occupants thereof,
whether or not such law, ordinances, order, rule, regulation or requirement shall necessitate changes or
improvements or interfere with the use and enjoyment of the Property, and whether or not such compliance
is required by reason of any condition, event or circumstance existing prior to or after the commencement
of the term of this lease.
Lessce shall, throughout the Term, at Lessee's sole expense and liability, observe and promptly
comply with all regulations as more fully provided in Section 7.3.
Lessee shall likewise observe and comply with the requirements of all insurance companies, boards
of insurance underwriters and policies of public liability, fire and all other policies of insurance required to
be carried by Lessce at any time with respect to the Property, or any portion thereof whether. or not such
observance or compliance is required by reason of any condition, event or circumstance existing prior to or
after the commencement of the term of this lease.
Lessee shall, in the event of any violation or any attempted violation of the provisions of this
Section by any permitted subtenant, take steps, immediately upon knowledge of such violation or attempted
violation, to remedy or prevent the same as the case may be.
Section 7.1 Lessee's Right to Contest Compliance. Lessee shall have the right to contest in
' good faith, at Lessee's sole expense and liability, the applicability of any laws and the right not to comply
with same provided that (a) Lessee promptly notifies Lessor of its intent to so contest and, from time to
time, of the progress of such contest, and, (b) that Lessce's non-compliance during Lessee's contest shall
not cause Lessor to be subject to any civil or criminal liability nor cause Lessor's interest in the Property or
any part thereof to be in inuninent danger of being foreclosed, forfeited, sold or lost, and (c) that Lessee's
non-compliance during Lessce's contest shall not cause Lessee to be subject to any criminal liability, and
(d) Lessee deposits with Lessor (1) an amount reasonably determined to be sufficient by Lessor to comply
with same or (2) a bond by a surety company approved by Lessor in an amount reasonably detemilned to
be sufficient by Lessor to provide for the full cost of compliance with same in the event that Lessee shall be
unsuccessful, and (e) such contest shall be without expense or liability to Lessor. Lessee shall indemnify,
defend and hold hamrless Lessor from and against all costs, expenses, claims, losses, liabilities and
damages by reason of or arising or resulting from such contest or proceeding or Lessee's failure to
forthwith observe or comply with any such laws.
Section 7.2 Health and Environmental Definitions.
A. The term "Environmental Law" means and includes, without limitation, any federal, state or
local law, statute, regulation or ordinance pertaining to health, industrial hygiene or the environmental or
ecological conditions in, on, under, above or about the Property, including without limitation each of the
following: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("CERCLA"), 42 U.S.C. Sec. 9601 et sw.; the Resource Conservation and Recovery Act of
1976, as amended ("RCRA"), 42 U.S.C. Sec. 6901 et sea.; the Florida Environmental Protection Act of
1971, Ems. ~I. m .Sec. 403.412 et sea.; Florida Air & Water Pollution Control Act, ~. ,fit. t~ji .Sec.
403.011 et sec.; Water and Land Management Act of 1972, ~. ~. gyp. Sec. 380.012 et sea.; Land
Conservation Act of 1972, ~. ,~. ~i p. Sec. 259.01 et sea.; Environmental Reorganization Act of 1975,
F~1 . ~. Sri. Sec. 403.801 et sea.; the Clean Air Act, as amended, 42 U.S.C. Sec. 1857 et sec.; the
Federal Water Pollution Control Act, as amended, 33 U.S.C. Sec. 1251 et sec.; and the rules, regulations
11/04/93NPBLSE.DOC3
and ordinances of the U.S. Environmental Protection Agency, the U.S. Army Corps of Engineers, the
Florida Departrnent of Environmental Regulation, the County of Palm Beach, and of all other agencies,
' boards, commissions and other governmental bodies and officers having jurisdiction over the Property or
the use or operation thereof.
B. The term "Hazardous Substance" means and includes, without limitation:
(i) those substances included within the definitions of "hazardous substances," "hazardous
materials," '4oxic substances" or "solid waste" in any of CERCLA, RCRA, the Florida
Environmental Protection Act and the Hazardous Materials Transportation Act (49 U.S.C. Sec.
1801 et sea.) and in regulations promulgated pursuant thereto;
(ii) those substances listed in the U.S. Department of Transportation Table or
amendments thereto (49 CFR 172.101) or by the U.S. Environmental Protection Agency (or any
successor agency) as hazardous substances (40 CFR Part 302 and any amendments thereto);
(iii) those other substances, materials and wastes which are or become regulated under
any applicable federal, state or local law, regulation or ordinance or by any federal, state or local
governmental agency, board, commission or other governmental body, or which are or become
classified as hazardous or toxic by any such law, regulation or ordinance; and
(iv) any material, waste or substance which is any of the following: (a) asbestos; (b)
polychlorinated biphenyls; (c) designated or listed as a "hazardous substance" pursuant to Sec. 311
or Sec. 307 of the Clean Water Act (33 U.S.C. Sec. 1251 et sea.); (d) explosive; or (e) radioactive.
' Section 7.3 Health and Environmental Requirements.
A. Lessee shall not install, use, generate, manufacture, produce, store, release, discharge or
dispose of on, under or about the Property, nor transport to or from the Property, any Hazardous Substance
nor allow any other person or entity to do so except in amounts and under conditions permitted by
applicable laws, regulations and ordinances.
B. Lessee shall keep and maintain the Property in compliance with, and shall not cause or permit
the Property to be in violation of, any Environmental Law.
C. Lessee shall give prompt written notice to Lessor ofl
(i) any procceding, investigation or inquiry commenced by any governmental or
quasi-governmental authority with respect to the presence of any Hazardous Substance on, under
or about the Property or the migration thereof to or from any adjoining property;
(ii) all claims made or threatened by any person or entity against Lessee or the Property
relating to any loss or injury allegedly resulting from any Hazardous Substance; or
(iii) the discovery by Lessee of any occurrence or condition on any real property adjoining
or in the vicinity of the Property which might cause the Property or any part thereof to be subject
to any restriction on the ownership, occupancy, transferability or use of the Property under any
Environmental Law.
D. Lessor shall have the right and privilege to: (i) join in and participate in, as a party if it so
elects, any one or more of any such legal proceedings or actions so initiated with respect to the Property,
11/04/93NPBLSE.DOC4
and (u) have all costs and expenses thereof (including without limitation Lessor's reasonable attorneys' fees
and costs) paid by Lessee.
' E. Lessor shall have the right and privilege, but not the obligation to enter upon the Property at
any time during the tens of the Lease for the purpose of installing, at Lessee's expense, such additional
facilities as it may deem appropriate to further prevent or minimize risk of release or dischazge of a
Hazardous Substance as a result of Lessee's activities.
Section 7.4 Remedial Work. If any investigation, site monitoring, containment, cleanup, removal,
restoration or other remedial work of any kind or naturo (the "Remedial Work") is reasonably necessary or
desirable, at any time during the term of this lease or subsequent to the expiration hereof or to the
termination hereof or Lessee's right of possession hereunder, under any applicable federal, state or local
law, regulation or ordinance, or under any judicial or administrative order or judgment, or by any
governmental official, board, cormmission or agency, because of or in connection with the presence,
suspected presence, release or suspected release of a Hazardous Substance on, in or into the air, soil,
groundwater, or surface water at, on, about, above, under, within or adjacent to the Property, or any
portion thereof, as a result of Lessee's activities on or after the commencement of the term of this lease,
Lessee shall, within thirty (30) days after written demand for performance by Lessor, or within such shorter
time as may be required under any applicable law, regulation, ordinance, order or agreement, commence or
cause to be commenced and thereafter diligently prosecute or cause to be diligently prosecuted to
completion all such Remedial Work. All Remedial Work shall be performed by contractors approved in
advance by Lessor and under the supervision of a consulting engineer approved in advance by Lessor. All
costs and expenses of such Remedial Work, including without limitation the reasonable fees and expenses
of Lessor's counsel, and in connection with monitoring or review of the Remedial Work shall be paid by
' Lessee. If Lessce fails to diligently prosecute to completion such Remedial Work, such failure shall
constitute a breach of this lease and lessor may procced, at its option, as provided in Section 25 hereinafter.
Section 8. NUISANCES. Lessee shall not use or allow the Property to be used for any unlawful
purpose or in violation of any certificate of occupancy or permit covering or affecting the use of the
Property or any part thereof or which may constitute a nuisance, public or private, or which may make void
or voidable any insurance then in force with respect thereto.
Lessee shall not suffer or permit the Property or any portion thereof to be used by the public, as
such, without restriction or in such manner as might reasonably tend to impair Lessor's title to the Property
or any portion thereof, or in such manner as might reasonably make possible a claim or claims of adverse
usage, adverse possession or prescription by the public, as such, or of implied dedication of the Property or
any portion thereof Lessee hereby acknowledges that Lessor does not hereby consent, expressly or by
implication, to the unrestricted use or possession of the whole or any portion of the Property by the public.
Section 9. WASTE. Lessee shall not commit or permit the commission by others of any waste or
damage to the Property or any part thereof. Lessee shall have no right to take or remove any water, shell,
top soil, dirt, sand, timber or minerals from the Property. Lessee shall not cut live trees on the Property,
for any reason, without the prior written consent of Lessor. Lessee hereby acknowledges and agrees that
Lessee shall not seazch for or develop gas, petroleum or minerals that might be on or below the surface of
the Property.
Section 10. 1-MPROVEMENTS TO PROPERTY. Except as provided in Section 4, Lessee shall
make no alterations, additions or improvements to the Property, without the prior written consent of Lessor.
At the option of Lessor all additions or improvements which may be made by Lessee shall, at the expiration
of the lean of this lease or upon the earlier termination hereof be removed by Lessee, at Lessee's sole cost
and expense.
11/04/93NPBLSE.DOC5
Section 11. RELEASE OF LLA~ILI'I'Y. All persons and property of any kind at any time on or
about the Property shall be at the sole risk of Lessee, and neither Lessor nor Lessor's Group shall have any
' responsibility for and will not be liable for any damage to or destruction of any property or for personal
injury to anyone on or about the Property by any cause whatsoever. It is understood and agreed that
nothing under the terms of this lease or any usage of the Property will render Lessor or Lessor's Group
liable for injury to any persons or for damage to property of Lessce, Lessee's employees, agents, servants,
contractors or invitees and Lessee hereby releases Lessor and Lessor's Group from any and all liability in
connection therewith. Lessee agrees to use and occupy the Property at Lessee's own risk, and hereby for
Lessee and all persons claiming by, through or under Lessee, releases Lessor, and Lessor's Group, from all
claims and demands of every kind resulting from any accident, damage or injury occurring on or about the
Property.
Section 12. UTILITIES/TAXES. Lessee shall pay (a) all charges of any sort for water, gas,
electricity and other utilities famished to or used on the Property, and (b) all taxes and all other foes or
charges accruing or due with respect to any activity or business conducted by Lessee on the Property,
including all license and permit fees, and (c) all ad valorem real property taxes provided that Lessor makes
timely application to the Palm Beach County Property Appraiser for exemption of the Property for ad
valorem real property taxes as may be required. Lessor shall not be required to furnish to Lessee any
facilities or services of any kind whatsoever during the term hereof, such as, but not limited to, water, gas,
electricity, light and power. In no event shall Lessor be liable for any interruption or failure in the supply
or service of any such utilities to the Property.
Section 13. LESSOR'S RIGHT OF ENTRY. Lessee shall permit Lessor and Lessor's authorized
representatives to enter the Property at all reasonable times for the purpose of (a) inspecting and surveying
' the same, (b) conducting soil tests and analysis, (c) making any necessary repair thereto and (d) performing
any work therein that may be necessary by reason of Lessee's failure to make any repairs or perform any
such work or to commence the same within ten (10) days after written notice from Lessor (or without
notice in case of emergency). Lessor shall not be liable for inconvenience, annoyance, disturbance, or other
damage to Lessee by reason of making such repairs or the performance of any such work, or on account of
bringing materials, tools, supplies and equipment onto the Property during the course thereof and the
obligations of Lessee under this lease shall not be affected thereby. Nothing herein shall imply any duty
upon the part of Lessor to do any such work; and performance thereof by Lessor shall not constitute a
waiver of Lessee's default in failing to perform the same.
Lessor shall have the right to enter the Property at all reasonable times during usual business hours
for the purpose of showing the same to prospective purchasers and tenants of the Property.
Section 14. INSURANCE. Lessee covenants and agrees to maintain in full force throughout the
term of this lease, at Lessee's own cost and expense, one or more policies of comprehensive general public
liability, automobile liability and property damage insurance insuring Lessee and Lessor (and such other
person or persons designated by Lessor) against claims for personal injury, death and property damage
occurring on or about the Property and on and about adjoining private roadways and private drainage
canals and structures. Each such policy shall be subject to the advance approval of Lessor as to form and
insurance company and shall contain a provision that it cannot be canceled or amended, insofar as it relates
to the Property, without at least thirty (30) days prior written notice to Lessor. The limits of liability of
such insurance shall be not less than 4>~ nalliert dollars combined personal inju and
P P rtY B L rYe~ ye. eeo
broad form roe e.(~ bN»~ees sl,,,,.+.»~ ~,,,l,«»snrnf4.«.~»J .~••~
Lessce covenants and agrees to maintain in full force throughout the term of this lease, at Lessee's(
own cost and expense, workers' compensation insurance for the protection of Lessee's employees at any
time on the Property and all insurance required by ordinance, law or governmental regulation.
In addition to any other insurance required by this lease, Lessee covenants and agrees to maintain
in full force throughout the term of this lease, at Lessee's own cost and expense, insurance coverages
11/04/93NPBLSE.DOC6
normal for insurance against damage or injury which might be caused by the nature of the operations
Lessee conducts upon the Property.
' Upon the execution of this lease, and thereafter not less than fifteen (1S) days prior to the
expiration dates of existing policies Uteretofore furnished pursuant to this Section, duplicate originals of the
policies or certificates of the insurers bearing notations evidencing the payments of premiums or
accompanied by other evidence satisfactory to Lessor of such payment, shall be delivered to Lessor by
Lessee. In the event of Lessee's failure, in whole or in part, at any time during the term hereof, to obtain
insurance required to be carried by Lessee under any provisions of this Lease or to provide such evidence
thereof in timely fashion, Lessor shall have the right (but shall not be obligated) to procure such insurance
and Lessee shall pay to Lessor the costs and expenses thereof.
Section 15. LESSOR'S RIGHT' OF CANCELLATION. Notwithstanding ~ o th~~
contrary herein provided, I~~or s~ have the unconditional right, for any reason whatsoever, to cancel
this lease at any time upo grvmgr days prior written notice to Lessee. In the event of cancellation, as
provided in this Section 15, Lessee, if not then in default, shall be entitled to a pro rata refund of any
advance rental paid on account of this lease for any period after the effective date of cancellation: /~
!~ i
Section 16. WAIVER OF HOMESTEAD. Lessee hereby waives and renounces for Lessee and
Lessee's family any and all homestead and exemption rights Lessee may have now, or hereafter, under or
by virtue of the constitution and laws of the State of Florida, or of any other state, or of the United States,
as against the payment of said rental or any portion thereof, or any other obligation or damage that may
aceme under the terms of this lease.
Section 17. OUIET ENJOYMENT. Lessee, upon paying the rent and performing the other terms,
covenants and conditions of this lease on Lessee's part to be performed, shall and may, at all times during
the term of this lease peaceably and quietly have, hold and enjoy the said Property free of molestation by
Lessor, subject, however, to the exceptions, reservations and conditions of this lease.
Section 18. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this lease, nor sublet
the Property, or any part thereof without the prior written consent of Lessor, which Lessor may grant or
withhold in Lessor's sole discretion. Lessee covenants and agrees that Lessor's prohibition of assignment
and subletting of the Property have been specifically bargained for and constitute a sepazate and substantial
consideration and inducement to Lessor for entering into this lease.
Further, Lessee may not mortgage this lease in whole or in part without the prior written consent of
Lessor.
Nothing contained herein shall be construed as prohibiting any assignment by Lessor and Lessor
does not need any consent of Lessee to assign this lease or any interest of Lessor in the Property.
Section 19. SUBORDINATION. This lease, at the option of Lessor, shall be subject and
subordinate to all ground or underlying leases or subleases, including, without limitation, sale leaseback or
lease leaseback leases to which Lessor is or may become a party as tenant or subtenant thereunder and to
all mortgages, deeds of tmst or conveyances for security purposes, which may now or hereafter affect the
real property of which the Property forms a part, and to all renewals, replacements, modifications,
consolidations and extensions of any thereof.
Lessee, in confirmation of the subordination provided for in this Section, shall execute and deliver
promptly any certificate or instrument which Lessor may at any time request in connection herewith.
t Lessee hereby irrevocably constitutes and appoints Lessor as attorney-in-fact, for Lessee in the name of
Lessee, or in Lessor's name, to execute any such certificate(s) or instmment(s) for and on behalf of Lessee.
At the option of the holder (or successor in interest) of any mortgage and/or deed of tmst and/or
ground or underlying lease, Lessee shall attom to and recognize as Lessee's Lessor hereunder such holder
or successor. Upon such attomment, this lease shall continue in full force and effect as a direct lease
11/04/93NPBLSE.DOC7
between Lessee and such holder or successor except that such holder or successor shall not be (i) liable for
any previous act or omission by Lessor under this lease, (ii) subject to any offset of rent which shall
' thereunto have accrued to Lessee against Lessor, (iii) bound by any previous modification of this lease not
expressly provided for herein, (iv) bound by any previous prepayment of rent for a period greater than sixty
(60) days unless such modification or prepayment shall have been expressly approved in writing by such
holder or successor.
Section 20. LIEN FOR RENT. Lessee hereby pledges and assigns to Lessor all the goods and
chattels, including livestock owned by Lessee, which shall or maybe brought or put on the Property, and
all crops growing or grown on the Property, as security for the payment of the rent herein reserved, and
performance of the covenants of this lease and Lessee agrees that the said lien may be enforced by distress,
foreclosure or otherwise at the election of Lessor. Lessee agrees to pay attomeys' fees in accordance with
Section 32 of this lease, together with all costs and charges incurred or paid by Lessor.
Section 21. MECHANIC'S LIENS. Lessee shall have no power to and shall not subject the
Property or Lessor's interest in the Property to any mechanics', laborer's, materialman's or other liens. If
any mechanics' or other liens or order for the payment of money shall be filed against the Property or any
building or improvement thereon by reason of or arising out of any labor or material famished or alleged to
have been furnished or to be famished to or for Lessee at the Property, or for or by reason of any change,
alteration or addition or the cost or expense thereof or any contract relating thereto, Lessee shall cause the
same to be canceled and discharged of record, by bond or otherwise as allowed by law at the expense of
Lessee, within five (5) days after written demand therefor, and shall also defend on behalf of Lessor at
Lessee's sole cost and expense, any action, suit or proceeding which may be brought thereon or for the
enforcement of such liens, or orders, and Lessee will pay any damages and satisfy and discharge any
' judgment entered therein and save hamiless Lessor from any claim or damage resulting therefrom. Lessee's
failure to comply with this Section shall give Lessor the right to avail itself of the remedies provided to it by
this lease, upon the expiration of said demand, without any additional or other notice.
In order to comply with the provisions of Section 713.10, Florida Statutes, as presently in effect or
as may hereafter be amended, it is specifically provided that neither Lessee nor anyone claiming by,
through or under Lessee, including contractors, subcontractors, materiahnen, mechanics and laborers shall
have any right to file or place any mechanic's or materiahnen's liens of any kind whatsoever upon the
Property nor upon any building or improvement thereon, and any such liens are hereby specifically
prohibited. All such persons so dealing with Lessee must look solely to the credit and interest of Lessee
and not to Lessor's interest or assets.
Section 22. LESSEE'S INDEMNIFICATION OF LESSOR. Without waiver of limitation of
liability provided for in Section 768.(5) of Florida Statutes, Lessee shall indemnify and save hamiless
Lessor and Lessor's Group against and from all liabilities, obligations, damages, penalties, claims, costs,
charges and expenses, including reasonable engineers' and attomeys' fees, which may be imposed upon,
incurred by or asserted or claimed against Lessor and/or Lessor's agents by reason of any of the following
occurrences during the term of this lease:
(a) Any work or thing done in, on or about the Property or any part thereof by Lessee or any
party other than Lessor or Lessor's agents;
(b) Any use, non-use, possession, occupation, condition, operation, maintenance or
management of the Property or any part thereof or any road or canal adjacent thereto;
(c) Any negligence on the part of Lessee or any of Lessee's agents, contactors, servants,
' employees, sublessees, licensees or invitees;
(d) Any accident, injury to or death of any person or damage to property occurring in, on or
about the Property or any part thereof, or any road or canal adjacent thereto; or
11/04/93NPBLSE.DOCB
(e) Any failure on the part of Lessce or anyone holding by, through or under Lessee to
perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations
' contained in this lease on Lessee's part to be performed or complied with.
If any action or proceeding is brought against Lessor or Lessor's agents or any claim asserted
against Lessor or Lessor's agents arising from or in any way relating to anything described N Section 22
(a) through (e) above, then Lessee shall at Lessce's expense, resist or defend such claim or action or
procecdirrg by counsel approved by Lessor in writing, which approval Lessor agrees not unreasonably to
withhold. If Lessee has supplied Lessor with insurance policies covering any of the aforementioned risks,
no claim shall be made against Lessee unless and until the insurer shall fail or refuse to defend and/or pay
all or any part thereof.
The covenants contained in this Section 22 shall survive the expiration, cancellation or termination
of this lease.
Section 23. EMINENT DOMAIN. In the event that the entire Property shall be taken under any
condemnation or eminent domain proccedings or by private purchase under threat of condemnation during
the term hereof, or in the event any portion of the Property shall be taken in any such proceedings and the
remaining portion shall not be suitable or adequate for the uses and purposes for which the Property is
being utilized by Lessee, then, and in any such event, this lease shall terminate on the date of such taking,
and any rental paid in advance shall be apportioned and promptly refunded to Lessee.
If a portion of the Property shall betaken under any condemnation or eminent domain proceedings
or by private purchase under threat of condemnation during the term hereof, and the remaining portion of
the Property not taken or condemned shall be suitable and adequate for the uses and purposes of Lessee;
permitted by this lease, then, in such event, this agrcement shall be and remain unaffected by such
condemnation or eminent domain proceedings as to such remaining property unaffected by such
' proceeding, except that, effective as of the date of such taking, the rental shall be diminished by an amount
representing the part of the rental applicable to that portion, if any, of the Property, which is so condemned
or taken.
All compensation awarded or paid upon a total or partial taking of the Property, including the
value of the leasehold estate created hereby, shall belong to and be the property of Lessor without any
participation by Lessee; provided, however, that nothing contained herein shall be construed to preclude
Lessee, at Lessce's sole cost and expense, from independently prosecuting any claim directly against the
condemning authority for loss of business, and/or depreciation to, damage to, and/or cost of removal of
and/or for the value of stock and/or trade fixtures, furniture and other personal property belonging to
Lessee; provided, however, that no such claim shall diminish or otherwise adversely affect Lessor's award
or other awards of any and all ground and underlying Lessors or mortgagees.
Section 24. DEFAULT.
24.1 Each one or more of the following events shall be deemed a default by Lessee and
a breach of this lease:
(a) Lessee's failure to observe, perform or comply with any of the terms, covenants or
conditions in this lease;
(b) The adjudication of Lessee as insolvent or bankrupt; the taking by Lessee of the
benefit of any other insolvency act or procedure, which term includes any form of proceeding for reorgani-
zation or arrangement or rearrangement under any present or future state or federal bankruptcy act, as well
as an assignment for the benefit of creditors; or the appointment of a receiver or liquidator on behalf of
Lessee which remains undischarged for thirty (30) days;
' (c) The abandonment of the Property by Lessce.
If a default shall occur, then and in such event, Lessor at any time thereafter may, at its option,
give Lessee ten (10) days written notice of default stating that if the default is not cured at the expiration of
said ten (10) days, this lease and the temt hereby demised shall expire and terminate and all rights of Lessee
11/04/93NPBLSE.DOC9
under this lease shall expire and terminate and Lessee will then quit and peacefully surrender the Property
to Lessor, but Lessee shall remain liable as hereinafter provided.
' 24.2 Upon any such expiration or termination of this lease, Lessee shall quit and
peacefully surrender the Property to Lessor, and Lessor, upon or at any time after any such expiration or
termination, may, without further notice, enter upon and reenter the Property and possess and repossess
itself thereof, by force, summary proceedings, ejectment or otherwise, and may dispossess Lessee and
remove Lessee and all other persons and property from the Property and may have, hold and enjoy the
Property and the right to receive all rental income of and from the same.
24.3 At any time, or from time to time, after any such expiration or termination, Lessor
may relet the Property or any part thereof for such term or terms (which may be greater or less than the
period which would otherwise have constituted the balance of the term of this lease) and on such conditions
(which may include concessions or free rent and alterations of the Property) as Lessor, in Lessor's sole
discretion, may detemrine and Lessor may collect and receive the rents therefore. Lessor shall in no way be
responsible or liable for any failure to relet the Property or any part thereof, or for any failure to collect any
rent due upon any such reletting.
24.4 No such expiration or termination of this lease shall relieve Lessee or Lessee's
liability and obligations under this lease, and such liability and obligations shall survive any such expiration
or termination. In the event of any such expiration or tennirration, whether or not the Property or any part
thereof shall have bcen relet, Lessee shall pay to Lessor the rent and all other charges required to be paid by
Lessee up to the time of such expiration or termination of this lease, and thereafter Lessee, until the end of
what would have been the term of this lease in the absence of such expiration or termination, shall be liable
to Lessor for, and shall pay to Lessor, as and for liquidated and agreed current damages for Lessee's
default, the equivalent of the amount of the rent and the other rent charges which would be payable under
this lease by Lessee if this lease were still in effect, less the net proceeds of any reletting effected pursuant
' to the provisions of Section 24.4 of this lease, after deducting all Lessor's expenses in connections with
such reletting, including, without limitation, all repossession costs, brokerage and management
commissions, operating expenses, legal expenses, reasonable attorneys' fees, alteration costs, and expenses
of preparation for such reletting.
24.5 Lessee hereby expressly waives, so far as permitted by law, the service of any
notice of intention to reenter provided for in any statute, and except as is herein otherwise provided, Lessee,
for and on behalf of Lessee and all persons claiming by, through or under Lessee (including any leasehold
mortgagee or creditor), also waives any and all right of redemption or reentry or repossession if Lessee
shall be dispossessed by a judgment or by warrant of any court or judge or in case of reentry or
repossession by Lessor or in case of any expiration or termination of this lease. The terms "enter",
"reenter", "entry", or "reentry", as used in this lease are not restricted to their technical legal meanings.
24.6 No failure by Lessor to insist upon the strict performance of any agreement, term,
covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no
acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any
such breach or of such agreement, term, covenant or condition. No agreement, term, covenant or condition
hereof to be performed or complied with by Lessee, and no breach thereof, shall be waived, altered or
modified except by a written instrument executed by Lessor. No waiver of any breach shall affect or alter
this lease, but each and every agreement, terry covenant and condition hereby shall continue in full force
and effect with respect to any other then existing or subsequent breach thereof.
24.7 In the event of any breach or threatened breach by Lessee of any of the
agreements, terms, covenants or conditions contained in this lease, Lessor shall be entitled to enjoin such
breach or threatened breach and shall have the right to invoke any right and remedy allowed at law or in
' equity or by statute or otherwise, through reentry, summary proceedings or otherwise, whether or not
provided for in this lease.
24.8 Each right and remedy provided for in this lease shall be cumulative and shall be
in addition to every other right or remedy provided for in this lease or now or hereafter existing at law or in
equity or by statute or otherwise, and the exercise or beginning of the exercise by Lessor or Lessee of any
11/04/93NPBLSE.DOC10
one or more of the rights or remedies provided for in this lease or now or hereafter existing at law or in
equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the party in
' question of any or all other rights or remedies provided for in this lease or now or hereafter existing at law
or in equity or by statute or otherwise.
Section 25. LESSOR'S RIGHT TO PERFORM LESSEE'S COVENANTS. If Lessee shall at
any time fail to make any payment or perform any act on its part required to be made or performed by this
lease, then Lessor, after ten (10) days written notice'to Lessee, or without notice in case of an emergency,
and without waiving or releasing Lessee from any obligation of Lessee contained in this lease or from any
default by Lessee and without waiving Lessor's right to take such action as may be permissible under this
lease as a result of such default, may, but shall be under no obligation to, make any payment or perform
any other act on Lessee's part required to be made or performed by this lease. If Lessor at any time so
elects or is compelled by any other person to cure any breach by Lessee, or is compelled to incur any other
expense arising out of any breach of this lease by Lessee (including, without limitation, reasonable
attorneys' fees, engineering and expert witness fees, and disbursements in instituting, prosecuting or
defending any suits, actions or proceedings to enforce Lessor's rights under this or any other Section of this
lease or otherwise), the sum or sums so paid by Lessor, with all interest, costs and damages, shall be paid
by Lessee to Lessor within five (5) days following written demand. Such expenses may be recovered in the
same action or proceeding forming the basis of default.
Section 26. HOLDING OVER. If Lessee remains in possession of the Property after the
expiration of the term hereof, then Lessee shall be deemed to be occupying the Property as a tenant at
sufferance, and shall be responsible therefor for payment to Lessor at a rate equal to double the montlily
rental herein specified and otherwise be subject to all the covenants, terms, conditions and agreements of
' this lease, and in no event shall such holding over operate to renew or extend this lease by operation of law
or otherwise.
Section 27. NO REINSTATEMENT. No receipt of monies by Lessor from Lessee after
a default or after the termination, expiration or cancellation of this lease, shall reinstate, continue, renew or
extend the term of this lease, or affect any notice theretofore given to Lessee, or operate as a waiver of the
right of Lessor to enforce the payment of fixed or additional rent or rents then due, or thereafter falling due,
or operate as a waiver of the right of Lessor to recover possession of the Property by proper suit, action,
proceeding or remedy; it being agreed that, after the service of notice to terminate or cancel this -ease, or
the commencement of suit, action or summary proceedings, or any other remedy, or after a final order or
judgment for the possession of the said Property, Lessor may demand, receive and collect any monies due,
or thereafter falling due, without in any manner affecting such notice, procceding, suit, action, order or
judgment; and any and all such monies collected shall be deemed to be payments on account of the use and
occupation or Lessee's liability hereunder.
Section 28. ESTOPPEL CERTIFICATES. Lessee shall without charge at any time and from
time to time, within ten (10) days after written request by Lessor, execute, acknowledge and deliver to
Lessor a statement in writing certifying that: (a) the lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as modified and stating the
modifications); (b) the dates to which the rent and other charges have been paid in advance, if any; (c) the
rent then payable under this lease; (d) the date of expiration of the term of this lease; and (e) whether or not
there are then existing any setoffs or defenses against the enforcement of any of the agreements, terms,
covenants or conditions hereof, or any modifications hereof upon the part of Lessee to be performed or
complied with, and if so, specifying the same. It is intended and agreed upon by Lessee that any such
statement delivered pursuant to this Section 28 may be relied upon by prospective purchasers of Lessor's
interest or mortgagees of Lessors interest or assignees of any mortgage upon Lessor's interest in the
Property.
11/04/93NPBLSE.DOC11
Section 29. SURRENDER OF POSSESSION. Lessee agrees to surrender possession
' and occupancy of the Property peaceably at the termination of this lease, without fraud or delay, in as good
an order, condition and repair as on the commencement of the term hereof, neat and clean and free of all
trash and debris. This covenant shall survive the expiration, termination or cancellation of this lease.
Section 30. BR ICER. The only broker instrumental in this transaction is NONE_
("Authorized Broker") and the Lessor shall be obligated for payment of all brokerage commissions to the
Authorized Broker pursuant to a sepazate agreement between Lessor and Authorized Broker. Lessee and
Lessor hereby warrant and represent, each to the other, that except for the Authorized Broker, no broker
was involved in negotiating or consumrnating this lease, and each party hereby indemnifies and holds the
other harniless from and against any and all loss, costs and expenses as a result of a breach of their
respective representation and warranty.
Section 31. SUCCESSORS AND ASSIGNS. The temu, covenants and agreements of
this lease shall be binding upon and inure to the benefit of Lessor, its successors and assigns, and Lessee,
its successors and assigns. Nothing in this Section 31 shall be deemed to authorize or permit any
assignment or other transfer, in whole or in part, of the interest of Lessee in violation of any of the other
provisions of this lease.
Section 32. ATTORNEY'S FEES. Should either party employ an attorney to enforce any of
the provisions of this lease, or defend any action instituted by the other party, the prevailing party shall be
entitled to be reimbursed by the other party for all reasonable costs, charges, and 'expenses, including
attorney's fees, expended or incurred in connection therewith including same on appeal.
' Section 33. TIME OF ESSENCE. It is understood and agreed between the parties hereto
that time is of the essence in the perfomrance of all requirements of this lease.
Section 34. ENTIRE AGREEMENT. This lease agreement sets forth all of the
covenants, promises, agreements, conditions, and understandings between Lessor and Lessee governing the
Property. There are no covenants, promises, agreements, conditions and understandings, either oral or
written, between Lessor and Lessee other than those herein set forth, and no subsequent alterations,
amendments, changes, modifications or additions to this lease shall be binding upon Lessor or Lessee
unless and until reduced to writing and signed by both parties.
Section 35. DEFINITION OF LESSOR. The term "Lessor" as used in this lease shall
mean only the owner or mortgagee in possession for the time being of the Property or the holder of a lease
of said Property so that in the event of any sale of the Property or an assignment of this lease or any
underlying lease or a demise of the Property, Lessor and Lessor's Group shall be and hereby is entirely
released and dischazged from any and all further liability and obligations of Lessor hereunder except any
that may have theretofore accrued. Lessor reserves the right to add to or sever the ownership of or title to
any portion(s) of the Property.
Section 36. TYPE OF LEASE. If Lessee shall reside on the subject Property, Lessee
shall do so only with advance written consent of Lessor and such residence is and shall only be an
accommodation to Lessee for security purposes and Lessee hereunder expressly waives for himself and all
others holding by, through or under Lessee any and all rights Lessce may have under the Florida
Residential Landlord and Tenant Act. Lessee covenants and agrees that this lease is a commercial lease
only and not a residential lease.
Section 37. TI E Any and all notices, demands, approvals, consents, disapprovals,
objections, offers or other communications or documents required to be given, delivered or served or which
11/04/93NPBLSE.DOC12
may be given, delivered or served under or by the terms and provisions of this lease or pursuant to law or
otherwise; shall be in writing and shall be deemed to have been duly given, delivered or served if and when
' sent by registered or certified mail, return receipt requested, enclosed in a wrapper with the proper postage
prepaid thereon and deposited with the Registry Clerk of any United States Post Office, branch Post Office,
Post Office Station or Sub-station regularly maintained, addressed, if to the Lessee, at:
Village of North Palm Beach
501 U. S. Highway One
North Palm Beach, Florida 33408
or to such other address as Lessee may from time to time designate by written notice to Lessor, or if to
Lessor, addressed to:
JOHN D. AND CATHERINE T. MACARTHUR FOUNDATION
4176 Bums Road
Pahn Beach Gardens, Florida 33410
or to such other agent or agents as may be designated in writing by either party and delivered in the manner
set forth herein. The date of deposit with the said Registry Clerk shall be deemed to be the date of such
service.
Section 38. RECORDING. Lessee shall not record this lease and any attempt by Lessee or
anyone acting on Lessee's behalf to record or the actual recording of this lease among the public records of
any county of the State of Florida by Lessee shall constitute a default. In no event shall this lease or a
memorandum thereof be recorded by Lessee and, if Lessee records this lease or any memorandum thereof
in violation hereof such actions shall constitute a material default of Lessee hereunder. The parties hereby
agree that the recording of this lease or any memorandum thereof by Lessee may create a cloud on the title
of the Property. In addition to any and all remedies available at law and in equity, the Lessor shall
specifically have the right of injunctive relief to cause such memorandum to be vacated of record. Lessee
hereby indemnifies and holds Lessor harmless for all loss, costs and expenses including, but not limited to,
attorneys' fees incurred by Lessor as a result of Lessee recording this lease or any memorandum of its
terms. Lessor, at its exclusive option, shall have the right to record a short form memorandum of the terms
of this lease.
Section 39. WAIVER OF JURY TRIAL AND COUNTERCLAIM. The parties hereto waive
a trial by jury of any and all issues arising in any action or proceeding between them or their successors
under or connected with this lease or any of its provisions, any negotiations in connection therewith, or
Lessee's use or occupation of the Property. In case Lessor shall commence summary proceedings or an
action for non-payment of rent or additional rent hereunder against Lessee, Lessee shall not interpose any
counterclaim of any nature or description in any such proceeding or action, but shall be relegated to an
independent action of law unless it is a compulsory counterclaim under Florida rules of civil procedure.
Section 40. WAIVER OF SUBROGATION. The parties hereby mutually waive any
rights they may have against each other to recover for loss or damage to property to the extent that such
loss or damage is covered by their respective insurance policies. In addition, all insurance policies carved
by either party covering the Property, including but not limited to contents, fire and casualty insurance,
' shall expressly waive any right on the part of the insurer against the other party for damage to or
destruction of the Property resulting from the acts, omissions or negligence of the other party.
Section 41. I N .Except for signs informing the public the property is private and there
shall be no trespassing, Lessee shall not install any sign(s) on the Property or place on the roof of any
11/04/93NPBLSE.DOC13
exterior wall (including both the interior and exterior surfaces of windows or doors) of any building or
' structure on the Property, any sign, symbol, advertisement, neon or other light, shade, or any other object
or thing visible to public view off the Property without the prior written consent of Lessor. Lessor reserves
the right to utilize a portion of the Property as a site or sites for billboard display signs.
Section 42. GOVERNING LAWS. The laws of the State of Florida shall govern the validity,
performance and enforcement of this lease.
Section 43. SEVERABILITY. If any term or provision of this lease or the application
thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of
this lease, or the application of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this
lease shall be valid and be enforceable to the fullest extent permitted by law.
Section 44. SECTION HEADINGS. The section titles and table of contents are for
convenience and reference only and do not define, limit, or construe the covenants of such sections, and
shall not be deemed or construed in any way as part of this lease or as a supplement thereto or an
amendment thereof.
Section 45. NO PERSONAL LIABILITY OF ?.ESSOR, Notwithstanding anything to the
contrary provided in this lease, it is specifically understood and agreed, such agreement being a primary
consideration for the execution of this lease by Lessor, that there shall be absolutely no personal liability
on the part of Lessor or Lessor's Group, or any mortgagee in possession (for the purposes of this pazagraph
' collectively referred to as "Lessor"), with respect to any of the terms, covenants and conditions of this
lease, and that Lessee shall look solely to the equity of Lessor in the Property for the satisfaction of each
and every remedy of Lessee in the event of any breach by Lessor of any of the terms, covenants and
conditions of this lease to be performed by Lessor, such exculpation of liability to be absolute and without
any exception whatsoever.
Section 46. LOSS REPORTING. Lessee covenants and agrees that in the event any
property damage or personal injury occurs in or about the Property, that Lessee shall immediately give
written notice thereof to Lessor, whether or not such loss or injury is covered by insurance carried by
Lessor or Lessee, and that such notice shall specify in reasonable detail; (1) the time, date and place of such
damage or injury, (2) the names and addresses of persons injured or claiming injury, (3) the names and
addresses of witnesses to the damage or injury, and (4) a full and complete description of the damage and
injury together with a detailed report specifying and describing the incident or occurrence of such damage
or injury, and the causes thereof to the extent known.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the date first
above written.
LESSOR:
JOHN D. and CATHERINE T.
MarARTHUR FOUNDATION, an
Illinois not-for-profit
' corporation ,/
Agent
11/04/93NPBLSE.DOC14
' As t ssor
~.
As to Lessee
L
LESSEE:
f/~Cr~.~,/r,~.
~~
11/04/93NPBLSE.DOC15
('i ~, ' EXHIBIT "A" i~..r~~
LEOALDBSCRIM70N
FOR
LANDI.E/t1'BDTO
THB VILLAOB OF NORTH PALM B[ACH
A parcel of land situate in Section 17, Township 42 South, Range 43 East, Palm Beach County,
Florida, lying within TRACT"A' OF VILLAGE OFNORTH PALM BEACH PLAT NO. 1, aS recorded in Plal
Book 24, at pages 202 through 206, o[ the Public Records of Palm Beach County, Florida, said parcel
being more particularly described as follows:
Commencing at the East quarter corner of said Section 17, as shown on said plat;
thence South 00° W' 00" East along the centerline o[ Anchorage Drive, a distance o[
620.92 feet; thence North 90° 00' 00" West, a distance of 40.W feet to a point on the
westerly right of way o[ Anchorage Drive, said point being 23.00 feet Northerly of
the beginning of the curve on the Easterly perimeter of aforesaid Tract "A', and also
being rite POINT OF BEGINNING;
Thence continue North 90° W' W" West, a distance o[ 160.44 feet; thence South 00°
32' W" West, a distance of 263.79 feet; thence South 59° 15' 44' East, a distance of
62.64 feet; thence South 21° 16' 37" Wcst, a distance of 220.57 feet to the southerly
line of Tract "A"; thence South 68° 55' 30" East, along the southerly line o! Tract
' 'A", a distance of 54.68 feet to the beginning of a curve, having a radius of 780.W
feet, from which a radial line bears South 21° 04' 30" West; thence southeasterly
along the arc of said curve, subtending a central angle of 8° 53' 32", a distance of
121.06 feet to a point on the northwesterly right of way line of Southwind Drive, as
shown on said plat, said point being on an arc of a curve having a radius of 39D.00
feet, Crom which a radial line bears South 59° 32' 40" East; thence northeasterly
along the arc of said curve, subtending a central angle o[ 28° 51' 15", a distance of
196.40 feet. to a point on the westerly right o[ way line of Anchorage Drive, said
point being on the arc of a curve having a radius o[ 840.W feet, from which a radial
line bears North 60° 35' S0" East; thence northwesicriy along Bald wcsicrly right of
way line, and the arc of said curve, subtending a central angle of 29° 24' ]0" a
distance o[ 431.07 feet to the point of tangency of said curve; thence North 00° W'
00" East a distance ot23.W feet to the POINT OF BEGINNING. Containipg
in all, 2.37 acres, more or Icss.
TOGETHER WITH a parcel of land to a part o[ TRAC]' "A" as shown on the PLAT OF "VtLLncr; OF
NORTH PALM BEneH PLAT No. 1', Plat Book 24, page 204, according to the Public Records of Yalm
Beach County, Florida, being more particularly described as follows:
Commencing at the East quarter corner of Section 17, Township 42 South, Range 43
East, Palm Beach County, said quarter corner being in the centerline of the right of
way of Anchorage Drive as now laid out and lit use; thence run South CO°UO'W" East,
along said centerline o[Anchorage Drive and said cast line of Section 17, a distance
of 596.92 feet to a point; thence run South 90°00'00" Vest, a dissance o[ 4U.W feet to
a point in the westerly right of way line o[ said Anchorage Drive; thence continue
South 90°W'W' West, departing from said westerly right of wny line attd running
along the northerly line of a roadway easement 24.W feet in width (as describeA in
Official Record Book 2313, page 644 and Official Record Buok 1885, page 41) of rite
public records of Palm.Beach County, Florida, a distance of 357.33 feet to the
POINT OF BEG[NN1NG.
csvq r roc
EXHIBIT "A"
~• " ~ ' ~~` EXHIBIT "A" (
' From the POINT OF BEGINNlNO; thence along the northerly line of said roadway
easement the following two courses and distances; 1) South 90°00'00" West, a
distance of 69.43; thence 2) North 68°55'30" West, a dis[ance o[ 127.07 feet; thence
departing from said roadway easement and running along the perimeter of 'the
Village o[ North Palm Beach property" (as described in Official Record Book 3602,
page 1698) the following three courses and distances; 1) North 21°03'30" East, a
distance of 115.15 feet; thence 2) South 75°38'21" East, a disiance of 151.35 feet;
thence 3) South 00°00'00' West, a distance o[0.80 feet; thence South 00°00'00" West,
departing from said perimeter, a distance of 114.82 feet to the POINT OF
BEGINNWG.
The above described parcel contains 0.485 acres, more or less.
TOGETHER WITH a parcel of land in a portion otTtucr •A' as shown on the PuT oF'VILLncE
of NORTH PALM BEACH Pv.T No. 1', Plat Book 24, Page 204, according to the Public Records of
Palm Beach County, Florida, being more particularly described as follows:
Commence at the East quarter corner of Section 17, Township 42 South, Range 43
East, Palm Beach County, said quarter corner being in the centerline of right of way
of Anchorage Drive, as now laid out and in use; thence run South 00° 00' 00" East,
along said centerline o[ Anchorage Drive and said east line of Section 17, a distance
0[596.92 feet to a point; thence run West a distance of 40.00 feet to a point in the
' westerly right of way line of said Anchorage Drive and the POINT OF BEGINNING
o[ the herein described parcel; thence continuo West a distance of 426.76 feet to a
point; thence North 68°56' 30" West, a distance of 234. 40 feet to a point; thence
South 21° 03' 30" East, a distance o[ 24.00 feet to a point; thence South 68° 56' 30"
East, a distance of 238.86 feet to a point; thence East a distance of 431.22 feet to a
point; thence North a distance of 24.00 (cet to the PO1NT OF BEGINNING of the
herein described parcel. Containing in all 0.37 acres, more or Ipss.
1
csrqucoc
EXHIBIT "A"