R19-115 RESOLUTION NO. R19-115
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, APPROVING AND AUTHORIZING THE MAYOR TO
SIGN A NON-EXCLUSIVE GROUND LEASE WITH FH
6 QUANTUM, LLC., TO CONSTRUCT A PARKING LOT FOR
7 QUANTUM ECO PARK TO SERVE THE PARKING
8 REQUIREMENTS FOR A 60 ACRE PARK.; AND PROVIDING AN
EFFECTIVE DATE.
11
1 WHEREAS, the owners of 3301 Quantum Blvd approached the City to construct a
1 ' parking lot on City property to serve the proposed Quantum Eco Park to facilitate additional
1 : growth of the tenant located in 3301 Quantum Blvd.; and
1 . WHEREAS, the Quantum Park Overlay Development District (QPODD)has been
1 . planning a park development project for both the City property and the QPODD property and
1 • the QPODD has approved a budget to set aside funds to develop this park which will include
1 ' passive hiking trails, shelters, canoe and kayak launching points and restoration of the sand
1 : pine environmental community and associated infrastructure including parking and restrooms;
1 and
2 WHEREAS, this Ground Lease Agreement will provide the required parking for the
21 new eco-park utilizing private funds and the developer will use 75% of the spaces during the
22 business day to allow an expansion of the medical industry business located at 3301 Quantum
23 Blvd., while the remaining spaces will be available for park patrons during the business day
24 and all spaces will be available for weekend visitors which is the peak visitor time frame for
25 this type of park; and
2 a WHEREAS,the City Commission has determined that it is in the best interests of the
27 residents of the City to approve and authorize the Mayor to sign Ground Lease Agreement
2 with FH Quantum LLC, to construct a parking lot for Quantum Eco Park to serve the parking
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2! requirements for a 60 acre park.
31 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
3 THE CITY OF BOYNTON BEACH, FLORIDA,THAT:
31 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
3' being true and correct and are hereby made a specific part of this Resolution upon adoption
31 hereof.
3 Section 2. The CityCommission does hereby approve and authorize the Mayor to
3 i signa Ground Lease Agreement with FHQuantum LLC, to construct a parkinglot for
g
3► Quantum Eco Park to serve the parking requirements for a 60 acre park,a copy of the Ground
3: Lease Agreement is attached hereto as Exhibit"A".
3! Section 3. This Resolution shall become effective immediately upon u passage.
4M
4 PASSED AND ADOPTED this \5 day of2 &' 2019.
49. CITY OF BOYNTON BEACH, FLORIDA
II
41 YES NO
4i /
4 M Mayor— Steven B. Grant
4:
4r0 Vice Mayor—Justin Katz ,/-
4:
/4:
4M Commissioner—Mack McCray
51
5: Commissioner—Christina L. Romelus ✓
5&
51 Commissioner—Ty Penserga 1,----
5!5i
5M VOTE 5 ' ).
5; ATTEST: .
5• Zjtif '0 oRA 4 �, t,t`
5M C stal Gibson, MMC `o Y ria. ,
6' City Clerk a, .• (1 '%
6� . . ; �, ,
1920
6% '% •
6c (Corporate Seal)
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GROUND LEASE AGREEMENT
This Ground Lease Agreement("Lease"or"Agreement")is made and executed as of the
day of. —CEwtt302— , 2019, by and between City of Boynton Beach, Florida, a
public body corporate and politic of the State of Florida(hereinafter the"City"or"Lessor")and
FH Quantum LLC,a limited liability company established wider the laws of the State of Florida
(hereinafter"FH Quantum"or"Lessee").
RECITALS:
WHEREAS,Lessor is the owner of the Premises(as defined herein below);and
WHEREAS, the Lessor desires to lease the Premises to the Lessee and the Lessee desires
to let the Premises from the Lessor so that it can build a parking lot and have a non-exclusive
right to use the parking as further defined below;and
WHEREAS, this Lease shall allow for following: (i) the leasing to FH Quantum of the
Park Side Lot; and (ii) facilitating the approvals, permitting, construction and proper
development of the Park Side Lot, all in accordance with all applicable statutes, ordinances,
codes,rules and other governmental regulations.
NOW THEREFORE,in consideration of the rents and other payments hereinafter agreed
to be paid and the mutual covenants and agreements hereinafter set forth and other good and
valuable considerations, the receipt and sufficiency of which are hereby acknowledged by both
parties hereto,the Lessor and Lessee agree as follows:
ARTICLE 1
DEMISE,DESCRIPTION,AND USE OF PREMISES
1.1 Lessor hereby conveys a non-exclusive leasehold interest to Lessee, and Lessor
leases to Lessee, for the purpose of constructing and occupying on a non-exclusive basis a
parking lot of not more than one hundred thirty (130) parking spaces of which a number of
parking spaces shall be available to the City as contemplated by Section 5.2 herein,in and on the !�
premises situated in the City of Boynton Beach, County of Palm Beach, State of Florida, and
more particularly described in Exhibit "A" attached to and made a part of this Lease (the
"Premises").
1.2 As used in this Lease, the term "Premises" refers to the real property above
described and to any improvements constructed thereon by Lessee which are located on the
property from time to time during the term of this Lease.
ARTICLE 2
DEFINITIONS
2.1 Lease Date. The Lease Date of this Lease shall be the date of the last party to
10G33 40 306-905430) I
execute the Agreement
2.2 Use. The FN Quantum Use shall be a non-exclusive use of the parking area for
not more than 130_parking spaces, constructed at the cost and expense of Lessee within the
Premises, as further described herein, subject to the limited right of the general public as further
described herein.
2.3 Due Diligence Period. The Due Diligence Period shall be a period commencing
on the Lease Date and ending thirty(30)days thereafter.
2.4 Desien Development Drawincs. Design Development Drawings shall be those
drawings, applications, information and other materials, whether electronic, paper, or otherwise
necessary or appropriate to obtaining all approvals, permits, or other permissions necessary or
appropriate to obtaining the FH Quantum Use on the Premises.
ARTICLE 3
TERM
The term (the "Term") of this Lease shall be for a period of thirty (30) years,
commencing on the date that Lessor takes possession of the Premises as set forth in Article 6
(the"Commencement Date"). Lessee shall be entitled to extend the Term for two (2)additional
periods of thirty (30) years (a "Renewal Term"). A Renewal Term shall be automatic unless
Lessee delivers written notice to the contrary to the City prior to the expiration of any Term.
ARTICLE 4
RENT
4.1 Commencing on the Commencement Date,as rental for the lease of the Premises,
FH Quantum shall pay to the City, at the City's address set forth in this Lease, or at such other
place as the City may from time to time designate in writing, rent in the amount of Ten Dollars
($10.00) per year (the "rent"), payable in advance on the first day of each calendar year
occurring from and after the Lease Date,and continuing during the Tenn,and the Renewal Term
(if applicable) of this Lease, until the expiration or termination of this Lease pursuant to the
terms hereof. If the Commencement Date shall occur on a date other than the first day of a
calendar year, then FH Quantum shall pay rent for such fractional calendar year on a per diem
basis(calculated on the basis of a three hundred sixty-five(365) day year)payable on or before
the Commencement Date.
4.2 FH Quantum shall not be required to pay any security deposit under this Lease,
nor shall FH Quantum have any other monetary obligations, other than the obligation of FH
Quantum to pay rent as set forth in this Lease. Notwithstanding the aforementioned provision,in
the event the Premises or any portion thereof is assessed for ad valorem real property taxes or
subject to any special assessment during the Term or the Renewal Term (if applicable), FH
Quantum shall be responsible to pay the real property tax or special assessment within thirty(30)
days of Fl-1 Quantum's receipt of the tax bill or special assessment statement. The City
(00331969.3 306-9905430) 2
authorizes FH Quantum to contest any assessment of real estate taxes on behalf of the City,with
respect to which contest: (i) the City will cooperate and execute and deliver any documents
requested by FH Quantum as may be reasonably required by FH Quantum in respect of
processing and implementing any such contest; and (ii)FH Quantum shall realize the economic
benefits of any such contest,which results in a reduction in assessment and/or taxes (whether or
not FH Quantum has already paid any tax which is subsequently reduced).
ARTICLE 5
WARRANTIES OF TITLE AND OUIET POSSESSION
5.1 Lessor covenants that Lessor is seized of the Premises in fee simple and has full
right to make and enter into this Lease and that Lessee shall have quiet and peaceable possession
of the Premises during the term of this Lease, subject only to: (a) those matters described in
Exhibit "B"; and (b) the limitation as to non-exclusive parking spaces as set forth in this
Article 5. Lessee acknowledges that neither of the aforesaid matters interfere with or otherwise
limit the FH Quantum Use.
5.2 The City intends to develop a public park (the "Public Park") on certain real
property located in close proximity to the Premises. Upon completion of the Public Park by the
City, Lessee shall make available the parking spaces within the Premises for use by the general
public on the following basis; (a) between the weekday hours of 7 AM to 6 PM, ten percent
(10%) of the parking spaces shall be available for the use by the general public and ninety
percent (90%) of the parking spaces shall be exclusive to the Lessee; and (b) at all other times
ninety percent (90%) of the parking spaces shall be available for the use by the general public
and ten percent(10%)of the parking spaces shall be exclusive to the Lessee. For the purposes of
determining the exclusivity above, the following shall apply: (x) the parking by the general
public shall be limited to those individuals parking vehicles for their use of the Public Park; and
(y) the term "workday" shall mean every Monday through Friday of each week of the year
except for those holidays nationally designated as U.S. Federal holidays on the calendar
recognized by the United States Congress annually.
ARTICLE 6
DELIVERY OF POSSESSION
6.1 FH Quantum may, commencing as of the Lease Date through the date that is
thirty(30) days following the Lease Date (the "Due Diligence Period"),personally or through
others, undertake at its sole expense such inspections, tests and investigations of the Premises
(including, by way of example only and not by way of limitation, title, survey, borings and
physical samplings,engineering studies, environmental audits,determination of utility locations,
soil tests,etc.)as FH Quantum deems necessary or advisable in FH Quantum's sole and absolute
discretion to determine the suitability of the Premises for the FH Quantum Use as hereinafter
defined (the"Due Diligence"or"Inspections"). If,prior to the expiration of the thirty(30) day
Due Diligence Period, FH Quantum determines that it is not satisfied with the Premises for any
reason or no reason whatsoever in FH Quantum's sole and absolute discretion,then FH Quantum
may, upon written notice to the City, terminate this Lease at any time prior to the expiration of
the Inspection Period. Anything herein to the contrary notwithstanding, FH Quantum may
100331187.3 306.9905130} 3
forego all or any portion of the Due Diligence Period and declare that the Commencement Date
has commenced. The failure of FH Quantum to provide written notice to the City prior to the
expiration of the thirty(30)day Due Diligence Period of its intent to terminate the subject Lease,
shall constitute a formal acceptance of the Premises by FH Quantum for its intended use.
6.2 Lessee shall secure such evidence of title as is satisfactory to Lessee and, at the
expense of Lessee, cause an examination of such evidence of title to be performed prior to the
end of the Due Diligence Period. It is understood and agreed that should such evidence of title
or its examination reveal defects or deficiencies in the title to the Property that would render
leasehold title to the Property uninsurable by a responsible title company at regular rates, or
impede or limit the FH Quantum Use,then in such event,Lessee shall notify City of such defects
or deficiencies,and City shall have the option of curing same and closing of this transaction shall
be postponed until such deficiencies or defects are cured, but in no event shall closing be
postponed for more than thirty(30)days. In the event City elects not to attempt to cure such title
defects or deficiencies,or is unable to cure such title defects or deficiencies,then it shall notify
Lessee within ten(10) days after receipt of notice of such defect or deficiencies. In such event,
Lessee shall have the option of either accepting the leasehold title as it then is and commencing
rent, or, in the alternative, Lessee shall have the option of declaring this Agreement
canceled by written notice to City, and each party shall be relieved of any further obligations
hereunder.
6.3 Attached hereto as Exhibit "C" is the survey of the Premises (the "Survey").
Within ten (10) days after the Lease Date, FH Quantum may cause the Survey to be updated at
FH Quantum's sole cost and expense. The Survey shall be certified to the City and FR
Quantum. If the Survey shows an encroachment or if the'Survey shows a defect which would
affect the FH Quantum Use,then within Due Diligence Period, FH Quantum may terminate this
Lease as set forth in this Article 6,
6.4 FH Quantum shall submit to the City Design Development Drawings for the FH
Quantum Use on the Premises prior to the end of the Due Diligence Period. The Design
Development Drawings shall include but not be limited to a graphic depiction of the 130 space
parking lot, ingress/egress, open space and other improvements normal and customary for a
surface parking lot. The Design Development Drawings shall include a "pad" for public toilet
facilities. Anything herein to the contrary notwithstanding, any cost and expense for the
installation of public toilet facilities on the pad shall be the obligation and responsibility of the
City,including,but not limited to,the cost of any utilities to service such public toilet facilities.
6.5 Upon submission to the City of the Design Development Drawings,the City shall
commence a review of all information provided therein. Such Design Development Drawings
shall be reviewed and processed by the City pursuant to those ordinances relating to expedited
permitting, namely Ordinance No. 19-025 and those ordinances relating to administrative
approval of a site plan, names Ordinance No. 19-034. The City has reviewed proposed Design
Development Drawings prior to the Lease Date and based upon such review,has concluded that
both ordinances would apply and the FH Quantum Use is feasible.
{007714a7.7 706-99054301 4
6.6 Lessor promises to deliver possession of the Premises to Lessee on the later of.
thirty (30) days after the end of the Due Diligence Period or one (1) day after approval of the
Design Development Drawings,such date being the Commencement Date of the Lease.
6.7 The parties acknowledge that the submission by FH Quantum of the Design
Development Drawings and approval of the Development Drawings by the City constitute a
Condition Precedent to the Commencement Date of Lease.
6.8 At such times as City and FH Quantum may mutually agree prior to
Commencement Date, City shall provide to FH Quantum or to its employees, agents, and
contractors: (i) reasonable access to the Premises and to the books,records, and personnel
of City relating thereto for the purpose of making any surveys, inspections, or investigations
permitted by this Lease; and(ii)such information regarding the Premises as FH Quantum or its
employees, agents, and contractors may reasonably request. Further, the City shall provide
access to the Premises commensurate to the completion ot;and which will allow for,the matters
set forth in Article 7 to be carried out and completed in accordance with the terms hereof.
ARTICLE 7
CONSTRUCTION
7.1 After the end of the Due Diligence Period,City grants the right to FH Quantum to
remove fill from such areas as designated by the Premises in the event the City has not already
done so. Such fill removed shall be at FH Quantum's cost and expense. Pursuant to those
ordinances relating to expedited permitting, namely Ordinance No. 19-025,the City shall review
the permits necessary to allow for removal and relocation of the fill with all reasonable speed so
as to allow such removal and relocation to occur timely.
7.2 After the end of the Due Diligence Period, FH Quantum shall remove such
vegetation, including trees, which are required to be saved in accordance with approved
mitigation requirements as disclosed in the Design Development Drawings. Such removal of
vegetation, including trees, shall be at the sole cost and expense of FH Quantum. Pursuant to
those ordinances relating to expedited permitting, namely Ordinance No. 19-025, the City shall
review the permits necessary to allow for the removal and relocation of the vegetation,including
trees,with all possible speed so as to allow such removal and relocation to occur timely.
7.3 After the end of the Due Diligence Period,PH Quantum shall submit a grubbing
and foundation permit for the Premises pursuant to the Design Development Drawings. Pursuant
to those ordinances relating to expedited permitting namely Ordinance No. 19-025,the City shall
review the permits necessary to allow for the grubbing and construction of the foundation on the
Premises with all reasonable speed so as to allow such grubbing and foundation construction to
occur immediately upon closing.
7.4 After the Commencement Date, FH Quantum shall construct the improvements
on the Premises pursuant to the approved Design Development Drawings except as to public
toilet facilities as described in Article 6. The construction shall be completed by the later of: (a)
(003310873 3069905430) 5
one(1)year after final approval of the Design Development Drawings by the City or(b)two(2)
years subsequent to the Commencement Date. In connection with the design and construction of
the Park Side Lot, FH Quantum shall be responsible for all supervision and construction, The
parties agree that no utility facilities are necessary to allow for the FH Quantum Use except
irrigation for landscaping and the City has no knowledge of any utility easements or utility
improvements within the Premises. Accordingly, except for irrigation for landscaping,any cost
and expenses for the installation of utilities, such as but not limited to sewer,potable water and
lighting,shall be the obligation of the City.
7,5 In the event that FH Quantum does not complete the improvements described in
Section 8.4 on the Park Side Lot by the later of(a) one year after final approval of the Design
Development Drawing by the City or(b)two years after the commencement date. Commencing
on the first day of the 25th month subsequent to the Commencement Date,FH Quantum shall pay
to the City on the first day of each month, as an extension fee, the sum of Two Thousand
($2,000.00) Dollars per month until the improvements described in Section 8.4 herein are
complete or forty-eight (48) months subsequent to the Commencement Date, whichever shall
occur first. The failure to complete the improvements as required in Section 8.4 on or before
forty-eight(48)months from the Commencement Date,shall constitute an event of default.,
7.6 FH Quantum shall be given the right for obtaining any and all required permits
and licenses which may be required for such signs on the Park Side Lot after the Commencement
Date,so long as all signs shall be in full compliance with all city codes and ordinances.
7.7 The City hereby grants such temporary rights to FH Quantum to go on the
Premises and carry out such portions of Article 8 as are applicable after the end of the Due
Diligence Period and up to and through the Commencement Date.
ARTICLE 8
ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST
Lessee may encumber by mortgage, or other instrument, its leasehold interest and estate
in the Premises, together with all buildings and improvements owned or placed by Lessee on the
Premises, as security for any indebtedness of Lessee.
ARTICLE 9
SUBLETTING AND ASSIGNMENT
Lessee may not sublease,assign or transfer this Lease,or any part of the Premises,or any
interest in this Lease without the prior,express,and written consent of Lessor.
ARTICLE 10
NOTICES
(0031 ua7.3 3O6-9905430) 6
In order for a notice to a party to be effective under this Lease, notice must be(i)
personally delivered with receipt thereof; (ii) sent via U.S. first-class mail with receipt thereof;
or(iii)via e-mail to the addresses listed below with request for electronic receipt from receiving
party. Notice shall be effective upon delivery,mailing or email so long as receipt is requested.
The addresses for notice shall remain as set forth herein unless and until changed by providing
notice of such change in accordance with the provisions of this Article 10.
FR Quantum:
Managing Member
FH Quantum LLC
Address: do Joshua W.Schrager
200 South Park Road,Suite 425
Hollywood,FL 33021
Email: josh@lienbase.com
with a copy to: Michael S.Weiner,Esq.
Sachs Sax Caplan,PL
6111 Broken Sound Parkway NW,Suite 200
Boca Raton,FL 33487
Email: mweiner@ssclawfrm.com
For the City: Lori LaVerriere
City Manager
City of Boynton Beach
100 E.Boynton Beach Blvd.
P.O.Box 310
Boynton Beach,FL 33425-0310
Email: LaVerriereL@bbfl.us
with a copy to: James Cherof,Esq.
City Attorney's Office
City of Boynton Beach
100 E.Boynton Beach Blvd.
P.O.Box 310
Boynton Beach,FL 33425-0310
Email: icherofacitvattv.cam
ARTICLE 11
UTILITIES
Lessee shall fully and promptly pay all water, gas, heat, light,power, telephone service,
(00331487.3 30608034301 7
and other public utilities of every kind furnished to the Premises throughout the term of this
Lease, and all other costs and expenses of every kind whatsoever of or in connection with the
use,operation,and maintenance of the Premises and all activities conducted on the Premises, and
Lessor shall have no responsibility of any kind for any such utilities.
ARTICLE 12
REPAIRS AND DESTRUCTION OF IMPROVEMENTS
12,1 Lessor shall not be obligated to make any repairs, replacements, or renewals of
any kind,nature,or description,whatsoever to the Premises or any buildings or improvements on
the Premises unless attributable to the negligence of Lessor or any of its employees, agents,
representatives or invitees.
12.2 In case of damage to or destruction of any such improvement, Lessee shall, at its
own expense,promptly repair and restore same to a condition as good or better than that which
existed prior to the damage or destruction.
ARTICLE 13
MAINTENANCE AND APPEARANCE OF PREMISES
Lessee, at its expense, shall maintain the parking area, landscaping, and all other parts of
the Premises visible from the surrounding streets in a condition consistent with the surrounding
area. Lessee shall also pay all fees due any owners' or similar association within which the
Premises may be Iocated.
ARTICLE 14
INDEMNIFICATION TO LESSOR
Lessor shall not be liable for any loss,injury,death,or damage to persons or property that
at any time may be suffered or sustained by Lessee or by any person whosoever may at any time
be using or occupying or visiting the Premises or be in, on, or about the Premises, whether the
loss,injury, death,or damage shall be caused by or in any way result from or arise out of any act,
omission,or negligence of Lessee or of any occupant,subtenant,visitor,or user of any portion of
the Premises,or shall result from or be caused by any other matter or thing whether of the same
kind as or of a different kind than the matters or things above set forth. Lessee shall indemnify
Lessor against any and all claims, liability, loss, or damage whatsoever on account of any such
loss, injury, death, or damage. Lessee waives all claims against Lessor for damages to the
building and improvements that are now on or hereafter placed or built on the Premises or about
the Premises, and or injuries to persons or property in or about the Premises, from any cause
arising at any time. The two preceding sentences shall not apply to loss,injury,death,or damage
to persons or property arising by reason of the negligence or misconduct of Lessor, its agents,or
employees.
ARTICLE 15
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ATTORNEY FEES
If any action at law or in equity shall be brought to recover any rent under this Lease, or
for or on account of any breach of, or to enforce or interpret any of the covenants, terms, or
conditions of this Lease, or for the recovery of the possession of the Premises, the prevailing
party shall be entitled to recover from the other party all costs associated therewith and a
reasonable attorney fee,the amount of which shall be fixed by the court and shall be made a part
of any judgment or decree rendered.
ARTICLE 16
RE-DELIVERY OF PREMISES
Lessee shall pay the rent and all other sums required to be paid by Lessee under this
Lease in the amounts, at the times, and in the manner provided in this Lease,and shall keep and
perform all the terms and conditions on its part to be kept and performed. At the expiration or
earlier termination of this Lease, Lessee shall peaceably and quietly quit and surrender to Lessor
the Premises in good order and condition subject to ordinary wear and tear and to the other
provisions of this Lease.
ARTICLE 17
REMEDIES CUMULATIVE
All remedies conferred on Lessor and Lessee in this Lease shall be deemed cumulative
and no one exclusive of the other,or of any other remedy conferred by law
ARTICLE 18
INSURANCE
(a) Lessee shall furnish an "All Risk Builder's Risk Completed Value Form"
for the full completed insurable value of the FH Quantum, LLC in form satisfactory to any
mortgage lien holder secured against the Leased Premises.
(b) Lessee shall also obtain and maintain comprehensive general liability
insurance policy(ies) insuring against the risk of loss resulting from accidents or occurrences on
or about or in connection with the development, construction,and operation of the FH Quantum,
LLC or in connection with,or related to this Lease,in the amounts set forth on Exhibit" ".
Such insurance policies shall be issued by companies acceptable to the Lessor and provide
coverage in amounts acceptable to the Lessor. Certificates evidencing such insurance coverage •
shall be delivered to Lessor within five(5)days of the Lessor's request,along with evidence that
the insurance premiums have been paid current to date. All insurance policies required to be
maintained by the Lessee shall require the insurer to give the Lessor thirty(30)days prior written
notice of any change in the policies and/or the insurer's intentions to cancel such policy or
policies(without a disclaimer of liability for failure to give such notice).
(c) Prior to commencement of construction, the Lessee shall furnish a
certificate to the Lessor from an insurance company(ies) naming the Lessor as an additional
insured under insurance policy(ies) obtained by the Lessee as required by this Lease and
1001314173 3064905430 9
have at law or equity, shall have the right to terminate the Lease and reenter the property and
may remove all persons and property from the Premises subject to any applicable state
regulation, and without limitation to the above remedy, specific reference is made to Section 8.5.
Should Lessor elect to re-enter,as provided in this Lease,or should it take possession pursuant to
legal proceedings or pursuant to any notice provided for by law,Lessor may terminate this Lease
and accelerate all payments of rent, additional rent,or any other monies due from Lessee for the
remainder of the lease term to become immediately due. No re-entry or taking possession of the
Premises by Lessor shall be construed as an election on the part of Lessor to terminate this Lease
unless a written notice of such intention is given to Lessee or unless the termination of'this Lease
is decreed by a court of competent jurisdiction. Notwithstanding any re-letting without
termination, Lessor may recover from Lessee all damages incurred by reason of the breach,
including the costs of recovering the Premises.
ARTICLE 21
EFFECT OF EMINENT DOMAIN
In the event of a total or partial taking of the Premises by eminent domain, then in any
such condemnation proceedings, Lessee shall be free to make claim against the condemning or
taking authority for the amount of any damage done to them, respectively, as a result of the
condemning or taking.
ARTICLE 22
DISPOSITION OF IMPROVEMENTS ON TERMINATION OF LEASE
On termination of this Lease for any cause, Lessor shall become the owner of any
improvements located on the Premises.
ARTICLE 23
ANTI-TERRORISM REPRESENTATION AND WARRANTY
23.1 Lessee represents and warrants that they nor the officers and directors controlling
Lessor and Lessee,respectively,are acting, directly or indirectly, for or on behalf of any person,
group, entity, or nation named by the United States Treasury Department as a Specially
Designated National and Blocked Person, or for or on behalf of any person, group, entity, or
nation designated in Presidential Executive Order 13224 as a person who commits, threatens to
commit, or supports terrorism; and that they are not engaged in this transaction directly or
indirectly on behalf of,or facilitating this transaction directly or indirectly on behalf of,any such
person,group,entity or nation.
23,2 Lessee represents that the execution of this Agreement will not violate the Public
Entity Crime Act, Section 287.133,Florida Statutes, which essentially provides that a person or
affiliate who is a contractor, consultant, or other provider and who has been placed on the
convicted vendor list following a conviction for a public entity crime may not submit a bid on a
contract to provide any goods or services to City, may not submit a bid on a contract with City
for the construction or repair of a public building or public work,may not submit bids on leases
of real property to City, may not be awarded or perform work as a contractor, supplier,
(00331487.3 306.9901430( 1 1
subcontractor, or consultant under a contract with City, and may not transact any business with
City in excess of certain limits,all as provided in Section 287.017,Florida Statutes.
ARTICLE 24
WAIVER
Lessor and Lessee agree that each requirement, duty, and obligation set forth herein was
bargained for at arms-length and is agreed to by the parties in exchange for quid pro quo,
that each is substantial and important to the formation of this Lease, and that each is,therefore,
a material term hereof.A failure by either party to enforce any provision of this Lease shall not
be deemed a waiver of such provision or modification of this Lease. A waiver of any breach
of a provision of this Lease shall not be deemed a waiver of any subsequent breach and shall not
be construed to be a modification of the terms of this Lease.
ARTICLE 25
EFFECT OF LESSEE'S HOLDING OVER
Any holding over after the expiration of the term of this Lease, with the consent of
Lessor, shall be construed to be a tenancy from month-to month, at the same monthly rental as
required to be paid by Lessee for the period immediately prior to the expiration of the term of
this Lease and shall otherwise be on the terms and conditions specified in this Lease, so far as
applicable.
ARTICLE 26
PARTIES BOUND
The benefits and obligations of the covenants herein shall inure to and bind the
respective heirs, personal representatives, successors, and assigns (where assignment is
permitted) of the parties hereto. Whenever used, the singular number shall include the
plural,the plural shall include the singular, and the use of any gender shall include all genders.
ARTICLE 27
TIME OF THE ESSENCE
Time is of the essence for this Lease, and of each and every covenant, term, condition,
and provision of this Lease.
ARTICLE 28
GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with and governed
by the laws of the State of Florida. All parties acknowledge and accept that jurisdiction of
any controversies or legal problems arising out of this Lease, and any action involving the
enforcement or interpretation of any rights and/or hereunder, shall be exclusively in the state
courts for the Judicial Circuit in Palm Beach, Florida,and venue for litigation arising out of this
(00331487.3 306.9905430( 1 2
Agreement shall be exclusively in such state courts. BY ENTERING INTO THIS
AGREEMENT, LESSEE AND LESSOR HEREBY EXPRESSLY WAIVE ANY
RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL
LITIGATION RELATED TO THIS AGREEMENT.
ARTICLE 29
ENTIRE AGREEMENT
This document represents the final and complete understanding of the parties and
incorporates or supersedes all prior negotiations, correspondence, conversations, agreements,
and understandings applicable to the matters contained herein. The parties agree that there is no
commitment, agreement, or understanding concerning the subject matter of this Agreement that
is not contained in this written document. Accordingly, the parties agree that no deviation
from the terms hereof shall be predicated upon any prior representation or agreement, whether
oral or written.
ARTICLE 30
MODIFICATION OF AGREEMENT
No modification, amendment, or alteration in the terms or conditions contained herein
shall be effective unless contained in a written document prepared with the same or similar
formality as this Agreement and executed by the City and Lessee or others delegated
authority to or otherwise authorized to execute same on their behalf.
ARTICLE 31
DISCLAIMERS
EXCEPT AS EXPRESSLY SET FORTH HEREIN, LESSEE IS LEASING THE
PREMISES "AS IS"AND "WHERE IS," AND WITH ALL FAULTS. CITY IS MAKING NO
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY
OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE QUALITY,
PHYSICAL CONDITION, OR VALUE OF THE PROPERTY, THE INCOME OR
EXPENSES FROM THE PROPERTY, OR THE COMPLIANCE OF THE PREMISES WITH
APPLICABLE BUILDING OR FIRE CODES OR OTHER LAWS OR REGULATIONS.
WITHOUT LIMITING THE FOREGOING, CTY MAKES NO WARRANTY OF
HABITABILITY, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE. CITY IS NOT LIABLE OR BOUND BY ANY GUARANTEES,
PROMISES,STATEMENTS,REPRESENTATIONS,OR INFORMATION PERTAINING TO
THE PROPERTY MADE OR FURNISHED BY ANY REAL ESTATE AGENT, BROKER,
EMPLOYEE, SERVANT,OR OTHER PERSON REPRESENTING OR PURPORTING
TO REPRESENT CITY, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH
HEREIN.
•
ARTICLE 32
MISCELLANEOUS
(00331487.3 306.9905430) 13
32.1 FH Quantum and City hereby represent and warrant that each has not dealt with
a real estate broker pursuant to the transaction herein.
32.2 This Agreement shall not be effective or binding upon any of the parties hereto
until it is approved and executed by the person or persons with authority to approve and sign
this Agreement on behalf of each party.
32.3 Neither Lessor nor Lessee intends to directly or substantially benefit a third
party by this Lease. Therefore, the parties agree that there are no third party beneficiaries to
this Lease and that no third party shall be entitled to assert a right or claim against either of them
based upon this Lease.
32.4 In the event a portion of this Agreement is found by a court of competent
jurisdiction to be invalid,the remaining provisions shall continue to be effective,
32.5 Each party agrees that it will without further consideration execute and deliver
such other documents and take such other action, as may be reasonably requested by the other
party to consummate more effectively the purposes or subject matter of this Lease. Without
limiting the generality of the foregoing, either party shall, if requested by the other party,
execute acknowledgments of receipt with respect to any materials delivered by either of the
parties to the other party with respect to the Premises.
32.6 Each party and its counsel have participated fully in the review and revision of
this Lease and acknowledge that the preparation of this Lease has been their joint effort. The
language agreed to expresses their mutual intent and the resulting document shall not, solely
as a matter of judicial construction, be construed more severely against one of the parties than
the other. The language in this Lease shall be interpreted as to its fair meaning and not strictly
for or against any party.
32.7 Radon is a naturally occurring radioactive gas that,when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing may be obtained
from your City public health unit.
32.8 Each individual executing this Lease on behalf of a party hereto does hereby
represent and warrant that he or she is,on the date he or she signs this Lease,duly authorized by
all necessary and appropriate action to execute this Lease on behalf of such party.
32.9 This Agreement maybe executed in multiple counterparts,each of which shall be
deemed an original and all of which shall constitute one agreement. Electronic signatures shall
be deemed originals.
[SIGNATURES APPEAR ON IMMEDIATELY FOLLOWING PAGE]
(0033107,3306-990,130) 14
Y
1
IN WITNESS WHEREOF, the parties hereto have made and executed this Ground
Lease on the respective dates: City, through its Board of City Commissioners, signing by and
through its City Manager, authorized to execute same by Board action on the (o day of
'D e ce p,-,bek-2019, and FH Quantum, signing by and, througl its ( cr,..- ,D, ' , duly
authorized to execute same.
911.- ---.7-- .C___3-2 _r-
TamL.
S tanzIonn) Mayor-Steven Grant
y
WITNESS-PRINT NAME i,,?//jao/F �__....._.__—
Date:
_d_jd f t-,-- ,i, .-ate---_
Cit'-lv ager-Lori LaVic ere
WITNESS-PRINT NAME ).-)_j ,/,')2 /l
Date:
ATTEST.
os,rIllS Approved as to fo and legal sufficiency:
° w1_ � BOYN� ,
ctal Gibson /
City Clerk _. _(t .'11(/
Cit ttomey
w3/420/9 /)--/ei lig'
Date: Date: --- --`
s
DEVELOPER:
FH Quantum LLC
WITNESSE
BY:�_ .G _ -_.._....
Prit : t �?4-, 1 -`x tit-44.'I�lL Print N ems, -_ ._.
__ �G.iTitle: t-t�t..�rc c . ----- —
Print Name:__L�r }, i.<--.
6 Day of.DE-c_E/ W ,_L.,2019
Pump 31a 0nv01,1 15
EXHIBIT"A"
(Legal Description)
100331487.3 306.9906430} 16
II
- - EXHIBIT "A" -
DESCRIPTION:
A PORTION OF LOT 93, QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO. 3, ACCORDING TO THE PLAT
THEREOF, AS RECORDED IN PLAT BOOK 60 AT PAGE 29 OF THE PUBLIC RECORDS OF PALM BEACH COUNTY,
FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 93; THENCE, ALONG THE WEST LINE OF SAID LOT 93 AND
THE EAST LINE OF TRACT "B" (QUANTUM BOULEVARD) OF QUANTUM PARK AT BOYNTON BEACH, P.1.D. PLAT NO,
2 ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 57 AT PAGE 184 OF THE PUBLIC RECORDS
OF PALM BEACH COUNTY, FLORIDA, NORTH 40'09'21" WEST, A DISTANCE OF 400,00 FEET; THENCE, DEPARTING
SAID WEST LINE OF LOT 93 AND EAST LINE OF TRACT "B", NORTH 49'50'39" EAST, A DISTANCE OF 420.00 FEET;
THENCE SOUTH 892417" EAST, A DISTANCE OF 390.81 FEET TO A POINT OF INTERSECTION WITH THE EAST LINE
• OF SAID LOT 93; THENCE, ALONG SAID EAST LINE OF LOT 93, SOUTH 00'35'43" WEST, A DISTANCE OF 303,02
FEET; THENCE, DEPARTING SAID EAST LINE OF LOT 93, NORTH 89'24'17" WEST, A DISTANCE OF 129.70 FEET TO
THE NORTH CORNER OF LOT 32 OF SAID QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO. 3 AND A POINT
OF INTERSECTION WITH THE SOUTH LINE OF SAID LOT 93; THENCE, ALONG SAID SOUTH LINE OF LOT 93, SOUTH
49'50'39" WEST, A DISTANCE OF 420.00 FEET TO THE POINT OF BEGINNING.
CONTAINING 246,863 SQUARE FEET OR 5.6672 ACRES, MORE OR LESS,
SAID LANDS SITUATE IN THE CITY OF BOYNTON BEACH, PALM BEACH COUNTY, FLORIDA.
SUBJECT TO EASEMENTS, RESTRICTIONS, RESERVATIONS, COVENANTS, AND RIGHTS-OF-WAY OF RECORD,
LEGEND/ABBREVIATIONS
L - CENTERLINE PG. - PAGE U.E. - UTILITY EASEMENT
FPL - FLORIDA POWER & LIGHT COMPANY POB - POINT OF BEGINNING
B - LICENSED BUSINESS QC - QUANTUM COMMUNICATIONS, INC.
P.B. - PLAT BOOK SB - SOUTHERN BELL
NOTES:
1. REPRODUCTIONS OF THIS SKETCH ARE NOT VALID UNLESS SEALED WITH A SURVEYOR'S SEAL.
2. LANDS SHOWN HEREON WERE NOT ABSTRACTED FOR RIGHTS-OF-WAY, EASEMENTS, OWNERSHIP, OR OTHER
INSTRUMENTS OF RECORD.
3. BEARINGS SHOWN HEREON ARE RELATIVE TO A GRID BEARING OF N49'50'39"E ALONG SOUTH LINE
OF SECTION 15, TOWNSHIP 46 SOUTH, RANGE 42 EAST, RELATIVE TO THE FLORIDA STATE PLANE
COORDINATE SYSTEM, EAST ZONE, NORTH AMERICAN DATUM OF 1983 (1990 ADJUSTMENT).
4. THE "LAND DESCRIPTION" HEREON WAS PREPARED BY THE SURVEYOR.
5. DATA SHOWN HEREON WAS COMPILED FROM INSTRUMENTS OF RECORD AND DOES NOT CONSTITUTE A
BOUNDARY SURVEY AS SUCH.
6. RECORDING INFORMATION SHOWN HEREON IS OF THE PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA.
CERTIFICATE:
I HEREBY CERTIFY THAT THE ATTACHED SKETCH OF DESCRIPTION OF THE HEREON DESCRIBED PROPERTY IS TRUE
AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF AS PREPARED UNDER MY DIRECTION ON SEPTEMBER
9, 2019. I FURTHER CERTIFY THAT THIS SKETCH OF DESCRIPTION MEETS THE STANDARDS OF PRACTICE SET
FORTH IN CHAPTER 5J-17 ADOPTED BY THE FLORIDA BOARD OF PROFESSIONAL SURVEYORS AND MAPPERS
PURSUANT TO FLORIDA STATUTE 472.027.
SHEET 1 OF 2
CAU LFI ELD & WHEELER, INC. DATE 09/09/19
CIVIL ENGINEERING - LAND SURVEYING
/ 7900 GLADES ROAD - SUITE 100 DRAWN BY DLS
BOCA RATON, FLORIDA 33434
• • PHONE (561)-392-1991 / FAX (561)-750-1452
DAVID P. LINDLEY F.B,/ PG. NONE
REGISTERED LAND
QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO 3 SURVEYOR NO. 5005 SCALE NONE
PORTION OF LOT 93 STATE OF FLORIDA
SKETCH OF DESCRIPTION B; 3591 JOB NO. 8678 EP2
EXHIBIT"B"
(Title Exceptions)
100331417.3 306-9905430j 17
EXHIBIT B •
1 Restrictions, dedications and easements set forth on Quantum Park at Boynton Beach, P.I.D. Plat No, 2
recorded In Plat Book 57, Page 184 , as affected by Assignment of Reservations to Quantum Community
Development District recorded March 9, 1994 in Official Records Book 8158, Page 1324 and the
Assignment of Reservations, Restrictions,Dedications and Easement Rights to Quantum Park Overlay
Dependent District recorded July 29, 2008 in Official Records Book 22781, Page 1704 ,
Z, Matters set forth In Ordihance No. 84-51 el'.,the City of.boynton Beach,as.evidenced by theNotice of
Adoption of'Development Order rec'ordad May 2, 1985 In Official Records Book 4534, Page 1728 ,
together with the Notices of Modification of Adopted Development Order recorded In Official Records
Book 4965, Page 619,, Official Records Book 5090, Page 510 and Official Records Book 5584, Page 1273
, and the Notices of Amendment to Quantum Park ORI Development Order recorded in Official Records
Book 9679, Pane 532 , Official Records Book 10072, Page 1926, Official Records Book 11378 Page 1831
, Official Records Book 11837 Pane 1925 , Official Records took 13572, Page 1582, Official Records
Book 12888,-Pane 614 ,Official ReCordpJook 18382. Page 412,Official Records Book 18382,Page 1465
, and Official'Records Book 21363, Page 705 .
3 Terms,covenants,conditions, restrictions and easements created by and set forth In the Declaration of
Protective Covenants of Quantum Park at Boynton Beach recorded October 15, 1987 In Official-Records
Book 5950, Page 1105 ; as amended In Official Records Book 6393, Page 218,and as affected by the
Assignrtient of Rights of Declarant,Appointment and Approval recorded in Official Records Book 10540,_
Page 61 and the Amendment to Assignment of Rights of Declarant,Appointment and Approval recprded
in Offiolal Records Book 10582, Page 1256 ; including, but not limited to,provisions for private charges
or assessments and liens for liquidated damages; but omitting any covenant or restriction based on race,
color, religion,sex, handicap,familial status or national origin unless and only to the extent that said
covenants: (a)is exempt under Chapter 42,Section 3607 of the United States Code; or(b) relates to
handicap, but does not discriminate against handicapped persons.
• Matters set forth In the Notice of Establishment of the Quantum Park Overlay Dependent District
recorded March 6, 2006 in Official Records Book 20011,Pane 7 .
.5.Matter set forth In the Notice of Environmental Resource Or Surface Water Management Permit recorded
in Official Records Bonk 24323, Page 1592 .
.• Matters set forth In the Interlocal Agreement for Transfer, Acceptance and Cooperation between
Quantum Community Development District and Quantum Park Overlay Dependant District recorded In
Official Records Book 27293. Page 712 .
EXHIBIT"C"
(Survey)
-18-
-- - - -- EXHIBIT „C.„ ----
S8924'17"E 390.81'
I
LOT 93 10' U_E. (P.B, 60, PG. 29) -- I--
QUANTUM PARK AT BOYNTON
BEACH, P.I.O. PLAT NO 3 416 n
(P,B. 60, PAGE 29) kr0 $
IN
M
0 a
.4,IP "'
irbRi
a47- n
rn
oo ".� A
A PORTION OF -' ILa 0 c
LOT 93
T\ QUANTUM PARK AT BOYNTON w ,�
so BEACH, N.D. PLAT NO 3
�? (P.B. 60, PAGE 29)
i
\4 1 N89"24'17"W
\ vov 129,70'
N\ �J•
*\ LOT 93
.••\ \ *G 40��� X43\\ I-
h� '! 1, ,' 1
t
\
\ '',/ ey IQ
2( 9� ,..,5 a
o � e
4aq, 43i \it
�4 l cb \\\9c��c, \ \ �`1 ,oeq' LOT 32
s O:, s�,o`7' \\J` 9� 56 \\\\K.1Q0.� BEACH, P.I.DTUM .PLAT NO BOYNTON AT
",r to '4 .6 \\ go ," \ (P.B, 60, PAGE 29)
�9 A� B �,\I\ \\ PGS 29) ���
P
Q your°''• ,\\ \ .�\\ L - g0, /�i�'1
`i ��"/// \�\ \ \\\ ° U� �y�/� LOT 33
v �� 0 50 100
III
NORTH GR (IN(FEET)SCALE SHEET 2 OF 2
CAULFIELD Sc WHEELER, INC. DATE 09/09/19
CIVIL7900 GLADEENGINEERINGSROAD- LAND SURVEYIN
100G
- SUITE
-, BOCA RATON, FLORIDA 33434 DRAWN BY DLS
..• PHONE (561)-392-1991 / FAX (561)-750-1452 F.B./ PG. NONE
QUANTUM PARK AT BOYNTON BEACH, P.I.D. PLAT NO 3 SCALE 1"=100'
PORTION OF LOT 93
SKETCH OF DESCRIPTION JOB NO. 8673 EP2