APPLICATION
PROJECT NAME: Dr. M. D. Schreiber
CONTACT PERSON: NAME: Beril Kruger - ADDlicant
9 N.E. 16th St., Delray Beach, FL 33444
PHONE: 561-265-4983
gp/ '
FAX: ~(p f' ,,-10tl
TYPE OF APPLICATION: Seth.qck variance
FILE NO: BZAV 97-005. Case #233
1ST REVIEW COMMENTS DUE:
PUBLIC NOTICE:
ADMINISTRATIVE TRC MEETING:
TRC MEETING DATE:
RESUBMITT AL DATE:
2ND REVIEW COMMENT DUE:
LAND DEVELOPMENT SIGNS POSTED:
PLANNING & DEVELOPMENT BOARD MEETING:
CITY COMMISSION MEETI NG:
BOARD OF ADJUSTMENT MEETING:
A:PROJECT.FRM
5/19/97
CITY OF BOYNTON BEACH
BOARD 01' ZOmNG APPBALS VAR:EAHCZ APPLICATION
Submittal Deadline: See schedule of dates for Board meetings and submittal
dates
Please print (in ink) or tvce
Submittal date:
The undersigned owner(s) hereby respectfully petition(s) the Board of
Adjustment to grant to petitioner(s) a special exception or variance to the
existing Zoning or Sign Code of said City pertaining to the property
hereinafter described and in support thereof state(s):
Property involved is described as follows: Lot(s) 1
Block
Plat Book 24
, Subdivision
Gay-Mar Estates
,Page 11 0
or otherwise described as follows:
Boynton Beach, FL 33435
Property Address 101 SE 27th Ave.
The following documents are required to be submitted with this application to
form a single package. Incomplete package will not be accepted:
1. Two sealed surveys by a registered surveyor in the State of Florida, not
over six (6) months old, indicating:
A. All property lines
B . North arrow
C. Existing structures and pavi~g
D. Existing elevations
E. Rights-of-way, with elevations
F. Easements on or adjacent to the site
G. Utilities on or adjacent to the site
H. Legal description
I. Number of acres to the nearest one-hundredth (1/100) of an acre
J. Location sketch of property
K. Surveyor's Certificate
2. Two site 91ans properly dimensioned and to scale showing:
A. All proposed structures
B. All existing structures that are to remain on site
C. Setback lines for all structures drawn perpendicular from the
properly lines to the closest vertical wall of structures
D. Use of each structure (or uses within multiple occupancies)
E. Use of adjacent properties including right-of-way lines for all
streets and alleys, sidewalks, turn lanes and driveways
F. Elevations of the lowest finished floor of all structures on the
site
3. .Certified list of names and post office addresses of property owners and
legal descriptions of their property within 400 feet of subject
property, as recorded in the County Courthouse. Such list shall be
accompanied by an Affidavit (see attached) stating that to the best of
the applicant'S knowledge, said list is complete and accurate.
4. Proof of oWnership of property by petitioner{s), such as deed or
purchase contract agreement. If an aaent is submittina the oetition. a
notarized CODV of a letter desianatina him as such must accornoanv the
petition.
5. Statement of special conditions, hardships. or reasons justifying the
requested exception or v.ariance. Respond to the. six (6) questions below
(A-F) on a separate sheet (Please print or tVDe) :
A. That special conditions and circumstances exist which are peculiar
to the land, structure or building involved and which are not
applicable to' other lands, structures or buildings in the same
zoning district;
Page 2 of 3
B. That the special conditions and circumstances do no~ result from
the actions of the applicant;
C. That grantinq the variance requested will not confer on the
applicant 4ny special privilege that is denied by this Ordinance to
other lands, buildings or structures in the same zoning district;
D. That literal interpretation of the provisions of this chapter would
deprive the applicant of rights commonly enjoyed by other
properties in the same zoning district under the terms of the
Ordinance and would work unnecessary and undue hardship on the
applicant;
E. That the variance granted is the minimum variance that will make
possible the reasonable use of the land, building or structure;
F. That the granting of the variance will be in harmony with the
general intent and purpose of this chapter and that such variance
will not be injurious to the area involved or otherwise detrimental
to the public welfare.
6. An application fee in the amount of $400.00, payable to the City of
Boynton Beach, must accompany a completed application. The $400.00
application fee covers a request to vary one (1) section of the Code.
seeking relief from more than one section of the Code will require
payment of $100.00 for each additional Code section. .
7. Name and address of owner: Dr. Mark Schreiber, 101 SE 27 Ave. Boynton Bch.
8. Name of applicant: Beril Kruger
Applicant's address:
Applicant's phone I:
Date: 2/27/97
Signature of Applicant.
To
the Buildin Official or
1.
Property is presently zoned:
Formerly zoned:
2 . Property Control Number:
3. Denial was made upon existing zoning or Sign requirements ( list
sectiona[a] of Code from which relief is required):
4. Nature of exception or variance required:
Permit denied:
Building Department
Meeting Date:
Date:
5.
Case Number:
-------------~--.--------------------------------------------~---------
To be filled out by Board
BOARD OF ADJUSTMENT ACTION: Approved
Aye"
Denied
Nay
Stipulations:
Signed:
Chai.rman
C E R T I FIe A T ION
Page 3 of 3
TO THE BEST OF MY KNOWLEDGE AND BBLIEF, THE ATTACHED LIST IS A TRUE AND
CORRECT LIST OF PROPERTY OWNERS UR HUNDRED (400) FEET OF THE
APPLICAT.WPS
Page 3 of 3
CITY OF BOYNTON BEACH
6 REASONS JUSTIFYING REASON FOR VARIANCE
for
THE PLASTIC SURGERY ART CENTER
5. Statement of special conditions, hardships, or reasons justifying the
requested exception or variance. Respond to the. six (6) questions
below (A-F) on a separate sheet (Please print or type):
A. That special conditions and circumstances exist which are peculiar
to the land, structure or building involved and which are not
applicable to other lands, structures or buildings in the same zoning
district;
Special conditions and circumstances exist on this lot due to the configuration of
the lot and taking of the corner of the property by the City of Boynton Beach, for a
"safe corner". Therefore the Doctors cannot place their sign on the western most
portion of the lot and meet the required 1 0' setbacks as required by the Sign Code.
The western portion of the lot fronted on Seacrest Boulevard prior to the taking for
the "safe corner".
B. That the special conditions and circumstances do not result from
the actions of the applicant;
The special conditions and circumstances do not result from the actions of the
applicant. He purchased the lot in this configuration which is very narrow at the
western portion. But had the City not taken the corner, he would have been able to
meet the 10' setback and his sign would be seen from both north and south
approach on Seacrest Boulevard.
C. That granting the variance requested will not confer on the
applicant any special privilege that is denied by this ordinance
to other lands, buildings or structures in the same zoning
district;
Granting this variance will not confer on the applicant any special privilege that is
denied by this ordinance to other lands in the same zoning district. Variances
would be granted to other properties with similar situations in the same zoning
district. This is a perfect example of why there are variances from the different
codes. Because this lot has an odd configuration and because the City took a
portion of the lot, there is now a need for a setback variance for this sign.
D. That literal interpretation of the provisions of this chapter
woul d depri ve the applicant of rights commonly enj oyed by other
properties in the same zoning district under the terms of the
Ordinance and would work unnecessary and undue hardship on
the applicant;
Literal interpretation of the provisions of this chapter of the code would deprive the
applicant of rights commonly enjoyed by other properties in the same zoning district
under the same terms of the Ordinance and would work unnecessary and undue
hardship on the applicant. Because the City took the corner and the configuration
of the lot, to place a sign in a location that would meet the 10' setbacks and also
be seen from the north and south approach of Seacrest Boulevard is impossible.
The petitioner had nothing to do with the configuration or the City taking the
corner.
E.
That the variance granted is the
make possible the reasonable use
structure;
minimum
of the
variance that will
land, building or
(6 Reasons for Variance continued)
This variance to be granted is the minimum variance that will make possible the
ability for the sign to be placed on the property and to be seen from both north and
south approach on Seacrest Boulevard. Without the sign, most of the patients
cannot find the Dr. Office. The configuration of the lot and the way the street
bends around behind the property, it is almost impossible to find the location. The
building is almost invisible from Seacrest Boulevard. It is hidden behind lush
vegetation and the building next door to the north. The variance for the sign will
allow the sign to be placed in a location where it can be seen from the north and
south approach on Seacrest Boulevard, and make it much easier for patients to be
able to find the office
F. That the granting of the variance will be in harmony with the
general intent and purpose of this chapter and that such
v a ri a n c e wi II not b e i nj u r i 0 u s tot h ear e a i n v 0 I v e d 0 rot her w i s e
detrimental to the public welfare.
Granting the variance will be in harmony with the general intent and purpose of this
chapter and granting the variance will not be injurious to the area involved or
detrimental to the public welfare. The properties are all zoned commercial and are
all well landscaped. The sign is small and designed to fit nicely into the area.
Signs are permitted and the location of this sign will assist people thus not be
detrimental to the public welfare.
M.~
PROPERTY OWNERS LIST
400 ft.
Subject Property
08-43-45-33-07-000-0010
101 S. E. 27th Avenue, Ltd.
clo M. D. Schreiber
101 S. E. 27th Ave.
Boynton Beach FL 33435
V 08-43-45-33-07 -000-0020
Carl Krupski, Jr.
125 S. E. 27th Ave.
Boynton Beach, FL 33435
/",,\08-43-45-33-07 -000-0070
l:::/ C' JFrederick Nadler
/
, 155 S. E. 27th Ave.
Boynton Beach, FL 33435
,.;' 08-43-45-33-27-000-0040
Charles Simon
1825 Lake Dr.
Delray Beach, FL 33444
/
08-43-45 -33-04-000-0900
J. N. Kovach
125 S. E. 26th Ave.
Boynton Beach FL 33435
" 08-43-45-33-04-000-0890
K. R. Forbes
135 S. E. 26th Ave.
Boynton Beach FL 33435
/
'; 08-43-45-33-04-000-0940
James H. DeGerome
2708 S. Seacrest Blvd.
Boynton Beach, FL 33435
V 08-43-45-33-04-000--0590
O. Alan Jared, III et al
P. O. Box 2137
Delray Beach, FL 33447
v' -
08-43-45-33-04-000-0950
J. P. Temple
6880 N. W. 81st Ter.
Parkland, FL 33067
I 08-43-45-33-04-000-0970
George Tardonia
120 S. E. 26th Ave.
Boynton Beach, FL 33435
-..; 08-43-45-33-07-000-0170
Irene Williams
152 S. E. 27th Ave.
Boynton Beach, FL 33435
.; 08-43-45-33-14-000-0150
'l08-43-45-33-07-000-0180
Florida Conference Assn. of
Seventh Day Adventists, Inc.
P. O. Box 2626
Winter Park, FL 32790
(!)
\ 08-43-45-33-04-000-0980
Kathleen Smith
126 S. E. 26th Ave.
Boynton Beach, FL 33435
(2J
\ 08-43-45-33-1 4-000-01 42
South Beach Holding Corp.
757 4 pt St.
Miami Beach, FL 33140
/,,:.,
"
lV
\ 08-43-45-33-04-000-1001
Edward Cook
3207 Pierson Dr.
Delray Beach, FL 33483
-/ 08-43-45-33-14-000-0151
Seacrest Professional Plaza, Ltd.
399 N. W. Boca Raton Blvd.
Boca Raton, FL 33432
j 08-43-45-33-14-000-0162
R. J. Kormos
153 S. E. 27th Ct.
Boynton Beach, FL 33435
v' 08-43-45-33-04-0000990
Donald Procter, Jr.
134 S. E. 26th Ave.
Boynton Beach, FL 33435
\/ 08-43-45-33-04-000-1 01 2
Steven Crowel
146 S. E. 26th Ave.
Boynton Beach, FL 3435
l 08-43-45-33-08-003-0120
Doloris Newton
3385 Churchill Dr.
Boynton Beach, FL 33435
V 08-43-45-33-27-000-0010
Seacrest Enterprises Realty & Leasing
2620 S. Seacrest Blvd. #A
Boynton Beach, FL 33435
-J 08-43-45-33-08-003-01 50
Alex Morales
122 S. E. 27th Ct.
Boynton Beach, FL 33435
.j 08-43-45-33-08-004-0010
Ronald Lockard
2857 S. E. 1 st PI
Boynton Beach, FL 33435
I
'\ 08-43-45-33-08-004-0020
Evelyn Ferguson
2859 S. E. 1 st PI
Boynton Beach, FL 33435
,/ 08-43-45-33-10-000-0050
J 08-43-45-33-1 0-000-001 0
Bethesda Memorial Hospital
2815 S. Seacrest Blvd.
Boynton Beach, FL 33435
Agent
Beril Kruger
Beril Kruger Planning and Zoning Consultant
9 N. E. 16th St.
Delray Beach, FL 33444
TYPE AND NUMBER OF VARIANCES REQUESTED
DR. SCHREIBER
We are requesting two sign setback variances. The first is a front setback
variance of 8 ft. for the required 10ft. setback. The sign is set 2 ft. back
from the front property line. The second is a side setback variance of 9 ft.
for the required 10ft. setback. The sign is setback 1 ft. from the side
property line. S. E. 27th Ave. is the front and Seacrest Blvd. is the side.
THE PLA~TIC SURGERY ART CEN'..:R
MARK D. SCHREIBER, M.D. F.A.C.S.
101 S.E. 27TH AVENUE
BOYNTON BEACH, FLORIDA 33435
Tel: (561) 738-0727 Fax: (561) 735-0284
AGENT AUTHORIZATION
I, MARK D. SCHREIBER, M.D., General Partner of 101 S.E. 27th Avenue, Ltd., a
Florida Limited Partnership, owner of real property located at 101 S.E. 27th
Avenue, Boynton Beach, Florida, 33435, hereby appoints BERIL KRUGER,
PLANNING AND ZONING CONSULTANT, to act as my agent, for the purpose of
filing a petition with the Building Board of Adjustment for the City of Boynton
Beach. Mr. Kruger has the authority to complete all applications and to accept any
and all conditions as set forth by the City of Boynton Beach.
for 101 S.E. 27th Avenue, Ltd.,
By: ~j)- ~ -wiD
1
MARK D. SCHREIBER, M.D.,
STATE OF FLORIDA
COUNTY OF PALM BEACH
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the state and
county aforesaid to take acknowledgments, personally appeared, MARK D. SCHREIBER.
M,D,_, who executed the foregoing document and he/she acknowledged before me that
he/she executed the same.
WITNESS my hand and official seal in the county and state aforesaid this
ifah<--iu ,1997.
it;
/3 day of
rl},?rrt ~L~~:r: SOREN
f:':V CG:';::,~:::::::,1C:N ;'; C~:3~~'J8G7 EXPIRES
". '1 -,1':;1')3
" n;;URANCE,lNC.
~
(notary seal or stamp)
THE PLASTIC SURGERY ART CENTER
MARK D. SCHREIBER, M.D. F.A.C.S.
101 S.E. 27TH AVENUE
BOYNTON BEACH, FLORIDA 33435
Tel: (561) 738-0727 Fax: (561) 735-0284
PARTNERSHIP AUTHORIZATION
I, Mark D. Schreiber, MD, General Partner of 101 SE 27th Avenue, Ltd. a Florida Limited
Partnership, certify, that as General Partner, I have the authority granted by the
partnership in Article IV, Section 4.4 a, to make all decisions regarding any Zoning
matters for property owned by the partnership.
101 SE 27th Avenue, Ltd.
By: 711~ 2), ~ fitl)
MARK D. SCHREIBER, MD, Genera/ fJrtner
STATE OF FLORIDA
COUNTY OF PALM BEACH
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the state
and county aforesaid to take acknowledgments,
personally appeared,
_Mark D. Schreiber. MD _, who executed the foregoing document and he acknowledged
before me that he executed the same.
WITNESS my hand and official seal in the county and state aforesaid this
of rJ7tL/lc~ , 1997.
,
b--
/ :5 day
l\~_~trl Jt}J~ 2QP~}J
r,T/ C0:~/;"_~~:':'.:~:(:rj if L'~24~:8Gl E\PiRES
h)'~;-;_'~~:/ <I I -~~:>:~J
e::nm::o .;-, :,,:"; ')'j'~::ri f/.itJ l;,:suRAr~cE, INC.
(notary seal or seal)
^ F FID ^ VIT ^ N D CERTIFICATE OF
LIMITED PARTNERSHIP AGREEMENT OF 101 S.E. 27TH AVENUE, LTD.
, ~
This Limited Partnership Agrcement, made and cntcrcd into as of the 3D day of
Octobcr, 1995, by and among the following General Partner: MARK SCHREIBER, of 101
Southeast 27th A vcnue, Boynton Beach, Florida 33435, and the following Limitcd Partners:
TIFFANY SCHRElI3ER and MELANIE SCHREIBER, of 101 Southeast 27th Avenue, Boynton
Bcach, Florida 33435;
In consideration of the mutual covenants herein, the Parties hereby form a Limited
Partnership upon the following terms and conditions:
t.l.sJleJ,E I
BASIC STRUCTURE
1.1. [ormation.
The Parties hereby fonn a Limited Partnership pursuant to
the laws of the State of Florida and the Florida Revised Uniform Limited Partnership Act
(1986).
1.2
Partnership Name.
The business of the Partnership shall be conducted
under the name of 101 S,E. 27th ~venue, Ltd.
1.3. I2!1siness and Pumose-"
The business and PUlvose of the Partnership shall be
to engage in any lawful act or activity in which a partnership may engage, including, but without
limitation, to engage generally in any and all phases of the business of owning, holding,
managing, controlling, acquiring, purchasing, disposing of or otherwise dealing in or with any
interests or rights in any real or personal property, directly or through one or more other
partnerships or other entities or arrangements.
tvl ailing address and
1.4 PrinciRal Place of Business.
m ailing address and
The principal place of business of the
Partnership shall be at 10 1 Southeast 27th A venue, Boynton Beach, Florida 33435.
1. 5 ]~f11L The Partnership shall commence on th~ date this Agreement is filed with
the Florida Department of State and shall continue for 99 years, unless sooner tenninated by law
}
or as herein provided.
ARTICLE IT I
FINANCIAL ARRANGEMENTS
2.1. Initial Capital Con.tribution~
The initial capital contributions of the Partners
are shown below, next to their respective names. The percentage share of capital of each
Partner is therefore as follows:
GENERAL PARTNER
INITIAL PERCENTAGE
SHARE OF CAPITAL
CAPIT AL
CONTRIBUTION
TIFFANY SCHREIBER
MELANIE SCHREIBER
49.5%
49.5%
$37,125.00
$37,125.00
11!vr:J?Il/'i 5
!/
1W'1' IOrr
~ fO/~
MARK SCHREIBER
1%
$ 750.00
LIMITED PARTNERS:
2.2. Additional Capital Contributions. There shall be no additional capital
\
contributions to the capital of the Partnership, unless otherwise agreed to in writing by all of the
Partners. A Partner may assign his or her own interest to others but only as herein provided.
2.3. Return of Capital Contributions.
Each Partner irrevocably waives any statutory,
equitable or other rights he or she may have to withdraw or demand the return of his or her
capital contribution except as provided herein.
2.4. No Interest onJ::.<!w.tal ContriQ.11Jjon~
Capital contributions to the Partnership
shall not bear interest.
2.5. Nature of Interests. All property owned by the Partnership, whether'real or
personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity.
No Partner shall have any direct ownership of any Partnership property.
2.6. Partner's Share of the Profit and Losses. Each Partner shall share in the profits
i
and losses of the Partnership according to their respective percentage share of capital.
2.7. Jjmit~tion of Liability for LirnitedJJ<![!..fters.
No Limited Partner shall
persoFlally be liable for any of the debts or losses of the Partnership beyond such Partner's
capital interest in the Partnership.
2.8. Rights of Priority"'.. Except as herein provided, the individual Partners shall have
no right to any priority over each other as to the return of capital contributions.
2.9, I2LSJlibutLQJL(liYro[il~"'..
Distributions to the Partners of net operating profits
of the Partnership may be made or retained by the Partnership and transferred to Partnership
capital for the reasonable needs of the business as determined in the sole discretion of the
General Partner. Distributions as made shall be made to the Partners simultaneously.
Net operating profit for any accounting period shall mean the gross receipts of the
Partnership for such period, less the sum of all cash expenses of operation of the Partnership,
and such sums as may be necessary to establish a reserve for operating expenses.
2. 10. Sal1!.rLto General Partner.
Annually, the General Partner shall receive a
reasonable salary for services rendered to the Partnership, which shall be in addition to his share
of Partnership profits.
ARTICLE III
1\CCOUNTING FOR THE PARTNERSHIP
3.1. CaI2it~Accounts.
Separate capital accounts shall be maintained for each
Partner. The capital interest of each Partner shall consist of all such Partner's contributions to
the capital of the Partnership, plus such Partner's share of Partnership profits transferred to
I
capital, less distributions to such Partner in reduction of such Partner's Partnership capital, and
less such Partner's share of Partnership losses if transferred from such Partner's drawing
account.
3.2. DIJ!wil}~CCounts. An individual drawing account shall be maintained for each
Partner. All withdrawals, other than salaries, made by a Partner shall be charged to such
Partner's drawing account. Each Partner's share of profits and losses shall be credited or
charged to such Partner's drawing account.
A credit balance of a Partner's drawing account shall constitute a Partnership liability to
that Partner, it shall not constitute a part of such Partner's capital account or such Partner's
interest in the capital of the Partnership. If, after the net profit or the net loss of the Partnership
for the fiscal year has been determined, a Partner's drawing account shows a deficit (a debit
balance), whether occasioned by drawings in excess of such Partner's share of Partnership
profits or by charging such Partner If or such Partner's share of a Partnership loss, the deficit
shall constitute an obligation of that Partner to the Partnership to the extent of the Partner's
capital account. However, in no event shall any Limited Partner be liable for any amount
beyond the balance in such Partner's capital account.
Payment of any amount owing to the Partnership shall be made in a manner and time
determined by thc Gcneral Partner. Such obligations shall not be made payable on demand nor
shall interest be charged thereon above the prime intercst rate, as found in the "Wall Street
Journal" or other publications, as solely determined by thc General Partner, plus 3 percentage
points.
3.3. Accounting Year.
The Partnership's fiscal year shall commence on January 1st
of each year and shall end on December 31st of each year.
}
3.4 .Method of AccountiIJ& The Partnership shall maintain its accounting records
in accordance with generally accepted accounting principals and shall report for income tax
purposes on the cash basis.
3.5. Books and Records,- The General Partner shall maintain the books and records
of the Partnership at the principal place of business. Each Partner shall have acccss to such
books and records and shall be cntitlcd to examine them at any time during the Partnership's
ordinary busincss hours.
3.6 Annual Statements. At the end of thc year, the General Partner shall cause the
Partnership's accountant to prepare a balance sheet setting forth the financial position of the
Partnership as of the end of that year (and a statement of operations income and expenses) for
,
that year. A copy of thc balance sheet and statement of operations shall be dclivered to each
Partner as soon as it is available, unless waived. Copies of all income tax returns filed by the
Partnership also shall be furnished to all Partners, unless waived.
Each Partner shall be deemed to have waived all objections to any transaction or other
facts about the operation of the Partnership disclosed ill the balance sheet, statement of
operations and income tax returns, unless he or she shall have notified the General Partner, in
writing, of his or hcr objections within thirty (30) days of the date on which each such document
is mailed.
ARTICLE IV
ADMINISTRATIVE PROVISIONS
4.1 Management. The business of the Partnership shall be under the exclusive control
of the General Partner who shall act by a majority vote ill all business affairs, if more than one.
For these purposes each General Partner shall have one vote. The Limited Partners shall not
~
participate in the management of the business of the Partnership.
4.2. Time Devoted by GeneratYartn~L. TherGeneral Partner is required to devote to
the business of the Partncrship such time as is reasonable and prudent.
4.3. !=onflicts of Interest.
Partners may engage in or possess interests in other
business ventures of every kind and description for their own accounts. Neither the Partnership
nor any of the Partners shall have any rights by virtue of this Agreement in such independent
business ventures or to the income or profits derived therefrom.
4.4. Powers Qf the General Partner.
The Gencral Partner shall have the authority
to exercIse the powers reasonably necessary II1 order to pursue the Partnership's purposes
including, but not limited to, the following:
a. To obtain, sell, convey, mortgage, encumber, lease, exchange, pledge,
partition, plat, subdivide, improve, repair, surrender, abandon or otherwise deal with or dispose
of any and all real and personal property of whatsoever character and wheresoever situated at
such time or times and in such manner and upon such terms as the General Partner deems
expedient and proper. To give options, therefore, to execute deeds, transfers, leases, pledges,
mortgages, notes and other instnllnents of any kind. Any leases and contracts may extend
beyond the term of the Partnership.
b. The acquire any personal property for the use of the Partnership.
c. To purchase, invest in, or otherwise acquire, and to retain, any and all
stocks, bonds, notes, or other securities, or any variety of real or personal property, including
stocks or interests in investment tIUsts and common tIUst funds operated and managed by a
corporate trustee.
d. To sell, transfer, aSSIgn, convey, lease, exchange, or otherwise dispose
I
of any or all of the assets of the Partnership, upon sllch terms and conditions as the General
Partner deems advisable, including a deferred payment, sale or an exchange for other assets of
any kind.
e. To place record title to, or the right to use, Partnership assets in the name
of a General Partner or the name of a nominee for any purposes convenient or beneficial to the
Partnership.
f. To open and to close checking accounts, savmgs accounts and safety
deposit boxes in banks or similar financial institutions, with or without indication of any
fiduciary capacity. To deposit cash in and \vithdraw cash from such accounts and boxes, with
or without any indication of any fiduciary capacity. To hold such accounts and securities in
bearer form, or in the name of a General Partner or in the name of a nominee, with or without
indication of any fiduciary capacity.
g. To borrow mo~ey upon terms acceptable to the General Partner from any
person or entity, to pledge or mortgage any property as security therefore and to renew any
indebtedness incurred by the General Partner.
h. To employ brokers, consultants, attorneys, accountants, architects,
engmeers, property managers, leasing agents and other agents, persons or entities deemed
appropriate to the conduct of the Partnership business, including, without limitation, a General
Partner, any persons or entities related to a General Partner, or in which a General Partner has
an interest.
\. To adjust, arbitrate, compromise, sue, defend, settle, abandon or otherwise
deal with any and all claims in favor of or against the Partn~Tship.
,. To acquire and enter into any contract of insurance which the General
i
Partner deems necessary and proper for the protection of the Partnership, for the conservation
of its assets, or for any purpose convenient or beneficial to the Partnership.
k. To execute and deliver on behalf of the Partnership such documents or
instmments as the General Partner deems appropriate in the conduct of the Partnership business.
No person, firm or corporation dealing with the Partnership shall be required to inquire into the
authority of the General Partner to take any action or make any decisions.
I. To make employment contracts, to pay pensions and to establish pension
and other incentive plans for any or all of its employees.
m. To establish, invest and maintain reserves for the benefit of the Partnership
in such amounts as the General Partner, in his sole discretion, shall determine, and to expend
such reserves in such amounts and for such purposes as the General Partner shall determine.
4.5. Restrictions on Powers.
No Partner, without the consent of all the other
Partners, shall:
a. Do any act in contravention of this Agreement.
b. Do any act which would make it impossible to carryon the ordinary
business of the Partnership.
c. Confess judgment against the Partnership.
d. Possess Partnership property, or assign his or her interest or rights 111
specific Partnership property for other than a Partnership purpose.
4.6. Expulsion of a Limited Partnt:;.L.
The General Partner may terminate the
interest of a Limited Partner and expel such Partner for any of the following reasons:
a. For interfering in the management of th~ Limited Partnership affairs or by
holding themselves out to others as having the powcr to act for or bind the Partnership.
I
b. For engaging in conduct which could result in the Partnership losing its
tax status as a partnership.
c. For cngaging in conduct which tends to bring the Partnership into disrepute
or such Partner's intercst becomes subject to attachment, garnishment, a bankruptcy claim or
similar legal proceedings.
d. For failing to meet any commitment to a General Partner in accordance
with any written undertaking.
In each of the foregoing events, the termination shall not result in a forfeiture to the
Limited Partner of the value of his or her interest in the Partnership at the time of tenl1ination.
4.7. Ben)Oval of a General P.artner.
A General Partner may be removed upon the
written consent or affinl1ative vote of Limited Partners owning 99 % of the then outstanding
Partnership interests. However, if the General Partner that was voted to be removed is the only
remaining General Partner, then befdre sllch removal is effective, and simultaneously with such
removal, a successor General Pal1ner must be elected by the Limited Partners owning 99 % of
the then olltstanding Partnership interests.
4.8. LiabilitL
No Partner shall incur any liability for any mistakes or errors in
judgment made in good faith and in the exercise of due care in connection with the Partnership
business. No Partner shall be deemed to have violated any of the provisions of this Partnership
Agreement for any such mistakes or errors in judgment.
4.9. Indemnification of Partners. The Partnership shall promptly indemnify each
Partner for payments reasonably made and personal liabilities reasonably incurred by such
Partner in the ordinary conduct of Partnership business or for the preservation of its business
or property.
4.10. Indemnification in General. The Partnership shall indemnify, to the full extent
permitted by law, any person who is made, or thrcatene~ to be made, a party to any action, suit
or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that
such person, or his or her testate or interstate estate, is or was a General Partner, employee or
agent of the Partnership or serves or served any other enterprise at the request of the
Partnership.
4.11. pivorc~
4.12. Lawsuits.
Partnership or a Partner.
The Partnership shall not be terminated by the divorce of a Partner.
The Partnership shall not be terminated by a lawsuit against the
ARTICLE V
MEETINGS OF PARTNERS
5.1. Alillual Meetings of Partners. Annual meetings of Partners, if actually held,
shall be held on such date and at sGch time as shall be designated from time to time by the
General Partner and stated in the written notice of the meeting. At the meeting, the Partners
shall transact such other business as may properly be brought before the meeting.
5.2. Special MeetiQ.gLof PartnCJs~ Special meetings of the Partners, for any
purpose or purposes, may be held by waiver of notice and consent and shall be called by the
General Partner at the written request of all Partners. Such request shall state the purpose or
purposcs of the proposed mceting.
Business transacted at a special meeting of the Partners shall be limited to the purposes
stated in the writtcn notice, unless all of the Partners agree to do otherwise.
5.3. Yoting at Annual and Spec,ial Meetin~..:. A}I Partners shaH have the right to vote
at the annual meeting and any special mcetings concerning business, which may properly be
}
brought bcfore thc meeting according to their respcctive percentage share of capital interest.
Except as otherwise set forth herein, a majority of such capital shall control.
5.4. No Meeting or Vote Required if Written Consent.
Whenever the vote of
the Partners at a meeting is required or permitted to be taken, the meeting and vote of the
Partners may be dispensed with, if the written consent to such action is obtained from Partners
having no less than the minimum percentage of the vote required of such action.
5.5. General P~lrtncr ]\1eetingb The Gcneral Partner may hold meetings, both regular
ancI special, either within or without the state of the Partnership's principal place of business.
Regular meetings of the General Partners may be held without notice at such time and at such
place as shall from time to time be detennined by the General Pattners. Special meetings of the
General Partners may be called by a General Pattner on one (1) day's notice to each General
Partner, either personally or by mail or by telegram.
At all meetings of the General Partners, a majority of the General Partners shall
constitute a quorum for' the transaction of business and the act of a majority of the General
Partners present at any meeting at which there is a quorum, shall be the act of the General
Partners. Any action, required or permitted to be taken at any meeting of the General Partners,
may be taken without a meeting if the General Partners who have the necessary votes to take
such action consent in writing.
5.6. Telephone Conference.
Partners may participate in a meeting by means of
telephone conference or similar communications equipment. All persons participating in a
meeting pursuant to such equipment shall constitute presence, in persona, at such meeting.
ARTICLE VI
TRANSFER OF PARTNERSHIP INTEREST
6.1. Transfers.
The Partners shall not sell, assign, pledge, or otherwise transfer or
encumber in any manner or by any means whatever, f their share in all or any part of their
interests of the Partnership now owned or after acquired to a non-partner, without having first
obtained the consent of or offered such share to the other Partners and to the Partnership in
accordance with the terms and conditions of this Agreement.
6.2. JoinLQ>,yncrshiJ2..,.
It is understood and agreed to by the parties hereto that the
interest owned by a Partner \nay be owned jointly with said Partner and his or her spouse. The
Partners agree that the spouses of the respective Partners shall in all respects be bound by this
Agreement and that in the event that Partner is required to sell his or her interest pursuant to this
Agreement, the respective spouse must comply with this Agreement and shall execute any and
all documents required as a result thereof.
6.3. Transfers to Living Trust. Any Partner may transfer his or her interest to his
or her own revocable Living Tmst.; Upon sLlch transfer, legal title shall rest in such Living
Tmst, but such interest' shall be subject to the same events and circumstances as if the
transferring Partner continued to own such interest. Further, said transferring Partner shall
continue to exercise all rights and be liable for all duties imposed by this Agreement.
6.4. 0__a1e. A Partner may sell his or her Partnership interest, but only after such
Partner has first offered it to the Partnership and the other Partners as follows:
a. The Partner shall give written notice to the Partnership that such Partner
desires to scll his or her interest. The Partner shall attach to that notice the written offer of a
prospective purchaser to buy the interest. This offer shall be complete in all details, including
the purchase price and terms of payment. The Partner shall ~ertify that the offer is genuine and
in all respects what it purports to be.
i
b. For one hundred twenty (120) days from receipt of the written notice from
the Partner, the Partnership shall have the option to retire the interest of the Partner at thc price
and on the terms containcd in thc offer submitted by the Partner.
c. If the Partnership does not retire the interest of the Partner, then the other
Partners shall have the option to acquire such Partner's interests at the price and on the terms
contained in the offer submitted by the Partner. The Partners who exercise this option may
acquire such Partner's ifltercst in proportion to their respective capital interests, unless they
otherwise agree to a different percentage, within sixty (60) days after the termination of the
Partnership's option to buy.
d. If neither the Partnership nor any of the Partners exercise the option to
acquire such Partner's intcrest, the Partncr shall be free to sell his or her Partnership interest
to the said prospective purchaser for the price, and on the terms contained in the certified offer
submitted by the Partner.
6.5. AS~nInellt. Except as herein provided, a Partner shall not assign his or her
Partnership interest. However, a Partner may assign his or her Partnership interest to other
Partners without the consent of any other Partner.
6.6. Jransf~Lof General Partner Intere_~
The transferee of a general pa11nership
interest shall acquire such interest in the capacity of a Limited Partner. In the event a General
Partner's interest is taken by levy, foreclosure, charging order, execution, or other similar
proceeding, the Partnership shall not dissolve. The assignee of that General Partner's interest
shall receive only that General Partner's rights to distributions of profits and losses of the
Partnership and shall, in no event, have the right to intc,rfere in the management or the
administration of the Partnership business or affairs or to act as a General Partner. The assignee
}
shall only have the right to receive profits and losses attributable to the General Partner's interest
in the Partnership. Any General Partner, whose interest has been taken under any of the
circumstances described above, shall have his interest as a General Partner with the Partnership
exchanged for an interest as a Limited Partner entitled to the same percentage of the
Partnership's capital, profit and losses. The Partnership shall not dissolve in the event of a the
bankmptcy of a General Partner, whether by voluntary or involuntary action. In any event, the
Limited Partners shall within ten (10) days of the assignment of said interest elect, by a majority
in interest of the Limited Partners, a new General Partner if there are no remaining General
Partners whose interests have not been take in a manner described above, or elect to dissolve
the Partnership.
A majority in interest of Limited Partners for the purposes of this Section only, shall
mean fifty per cent (50%) or more of the interests of the Limited Partners whose interests have
not been levied upon by a charging order or acquired as the result of a charging order.
Any entity to which this Agreement is assigned pursuant to the provisions of the
Bankruptcy Code, 11 U.S.C., ct. seq., shall be deemed without further act to have assumed all
of thc obligations arising under this Agrecment on or after the date of such assignment. Upon
demand any such assignees shall execute and deliver to each other party to this Agreement an
ssign,
d.
The assignor and assignee execute and acknowledge such other instruments
~r has
General Partner may deem necessary or desirable to effect such admission, including the
::].uired
acceptance and adoption by the assignee of the provisions of this Agreement and such
1at the
:e's execution, acknowledgment and delivery to the General Partner of a Power of
:y, the form and content of which shall be provided by the General Partner.
:t to a
e.
^ reasonable transfer fee, not exceeding fifteen percent (15 %) of the then
}
rn the
value of the transferred Partnership interest, has been paid by the assigned to the
od the
ship.
7.2. Amendme.nt Only Required _QuartedL
The General Partner will be required
ghts to
:td the Agreement of Limited Partnership only quarterly to reflect the substitution of
'artner,
l Partners. Until the Agrecmcnt of Limited Partnership is so amended, an assignee shall
Ition to
Dme a substituted Limited Partner.
7.3. ~onsent--.Not Req!lired--'.
No consent of any of the Limited Partners is required
d upon
t the substitution of a Limited Partner, except that a Limited Partner who assigns his or
t of all
rcst must evidence his or her intention that the assignee be admitted as a substituted
Partner in such Partner's place and he or she must execute all necessary instruments.
Issesses
7.4. Voting Inter~sts.
In the event a vote of the Limited Partners shall be taken
,usiness
t to this Agreement for any reason, a Limited Partner shall, solely for the purpose of
General
ling the number of Partnership interests held by such Partner in weighing such Partner's
lership.
deemcd the holder of any Partnership interest assigned by such Partner in respect of
'ise sold
Ie assignee has not become a substituted Limited Partner. Provided that under no
ances shall an assignee have such voting rights.
ding the
ARTIC_LE VIa
DISSOLUTION
8.1. Dissolution of Limited Partnership. The Limited Partnership shall be dissolved
only upon the occurrence of any of the following events:
a. The expiration of the term of the Partnership.
b. Voluntary dissolution of the Partner~hip by agreement of all of the
Partners.
c. The written consent or affirmative vote to dissolve the Limited Partnership
of Limited Partners owning more than 89 % of the then! ~utstanding Partnership interests.
d. The failure to elect a successor General Partner simultaneously with the
removal of the only remaining General Partner as required herein.
e. The bankruptcy or dissolution of a Corporate General Partner (except by
way of merger, consolidation or corporate organization or reorganization) or the death,
incapacity or bankruptcy of an individual General Pal~tner when no other General Partner remain
or succeed. Provided, that the Limited Partners owning more than 50% of the then outstanding
Partnership interests may determine to re-form the Partnership and elect a new General Partner
and continue the Partnership's business. In such event, the Partnership shall be dissolved and
all of its assets and liabilities shall be contributed to a new Limited Partnership which shall be
formed and all the remaining parties to this Agreement and such new General Partner shall
become parties to such new Limited 'Partnership.
For purposes of obtaining the required vote to re-form the Partnership, Limited Partners
owning 10% or more of the then outstanding Partnership interests may cause to be sent to
Limited Partners of record a written notice setting forth the date and purpose of the meeting.
Expenses incurred in the reformation, or attempted reformation, of the Partnership shall be
instrument confirming such assumption. Failure to deliver such instrument shall be deemed a
default hereunder by the Assignee.
6.7.
Death or Incompetenc.Y-Qf a Limited Partner.
Upon the death or legal
incompetency of an individual Limited Partner, such Partner's authorized representative shall
have all of the rights of a Limited Partner for the purpose of s~ttling or managing such Partner's
estate. The authorized representative shall have such power as the decedent or incompetent
~
possessed to assign such Limited Partner's interest in the Partnership to an assignee and to join
with such assignee in making application to substitute stich assignee as a Limited Partner.
G.8. Cessation of a Legal Ent~ Upon the bankmptcy, insolvency, dissolution or other
cessation to exist as a legal entity, of a Limited or General Partner not an individual, the
authorized representative of such entity shall have all the rights of a respective General or
Limited Partner for the purpose of effecting the orderly winding up and disposition of the
business of such entity. The authorized representative shall have such power as such entity
possessed to assign such interest of the entity in the Partnership to an assignee and to join with
such assigned in making application to substitute such assignee as a respective General or
Limited Partner.
6.9. Restriction on Transfer because of Tax Effect.
No Limited Partner or other
person who has become the holder of interest in this Partnership shall transfer, assign or
encumber all or any portion of such; interest in the Partnership during any fiscal year if such
transfer, assignment or encumbrances would, in the sole discretion of the General Partner, result
in the termination of the Partnership for purposes of the then applicable provisions of the
Internal Revenue Code of 1986, as amended.
6.10. Restriction on Transfer because of Securities Laws.
No Limited Partner (or
interest of the General Partner, notwithstanding the provisions of this Section, the Partnership
and the other Partners shall have the option at any time prior to the consununation of the
foreclosure or other court ordered sale to redeem or purchase the interest of the Debtor/Partner
whose interest is subject to foreclosure or other court ordered sale. The price and the other
terms and conditions of redemption or purchase shall be set forth in Section 6.4, as if it were
a sale.
6.12. Assignee's Tax Liability~
An assignee of any interest, whether as a General
Partner or Limited Partner, shall receive Federal (and State, if applicable) Forms K-1 and report
all income and loss on his or her income tax returns each year in accordance with Rev. Rul. 77-
137, 1977-1 C.B. 178. A person who becomes an assignee pursuant to Section 6.6 or Section
6.11 will be an assignee for purposes of this Section.
ARTICLE VII
SUBSTITUTED LIMITED PARTNER
7.1. ~onditions. No assignee (or transferee) of the whole or any portion of a Limited
Partner's interest in the Limited Partnership shall have the right to become a substituted Limited
Partner in place of such Partner's assignor unless all of the following conditions are satisfied:
a. The General Partner, in his sole and absolute discretion, has consented in
writing to the admission of the assignee as a substituted Limited Partner.
b. The fully executed and acknowledged written instrument of assignment sets
forth the intention of the assignor that the assignee become a substituted Limited Partner and the
assignment has been filed with the Limited Partnership.
c. The Limited Partnership interest being acquired by the assignee consists
of all of the assigning Limited Partner's interest.
deemed expenses of the Limited Partnership. For the purposes of this Section, an individual
General Partner shall be deemed to be incapacitated if he or she is disabled and unable to take
an active part in the management of the Partnership business for a continuous period of at least
twelve (12) months.
f. The entry of a dissolution decree or judicial order by a court of competent
jurisdiction or by operation of law.
8.2. N on-Termination of Partnership. The Limited Partnership shall not be
terminated by the death, insanity, bankruptcy, withdrawh~ or expulsion of any Limited Partner,
by the assignment of any Limited Partner of such Partner's interest, or by the admission of a
new Partner.
8.3. Liquidation of Assets.
In the event of dissolution and final termination, the
General Partner shall wind up the affairs of the Partnership and shall sell all the Partnership
assets as promptly as is consistent with obtaining, insofar as possible, the fair value thereof.
8.4. Winding up the Partnership.
Upon dissolution of the Partnership, the
General Partner shall immediately commence to wind up and liquidate the Partnership business.
The Partners shall continue to share profits and losses during the period of liquidation in the
same proportions as before dissolution. In liquidating the Partnership business, the General
Partner may either sell all or part of the Partnership assets and distribute the proceeds or may
make distributions completely or partially in kind, pro rata or non-pro rata, as to specific assets.
Such assets or proceeds therefrom, to the extent sufficient, shall be applied and distributed in
the following order:
a. Payment to creditors of the Partnership, other than Partners, in the order
of priority provided by law.
b. Payment to Partners for unpaid salaries and then for the credit balances
in their drawing accounts.
c. Payment to the Partners of credit balances in their capital accounts.
8.5. Gains or Loses in Process of Liquid~tiQJl. Any gain or loss on disposition of
Partnership properties in liquidation shall be credited or chargcd to the Partners in proportion
to their interest in profits or losses of the Partnership. Any property distributed in kind in
I
liquidation shall be valued and treated as though the property were sold and the cash proceeds
were distributed. The difference between the value of lJropcrty distributed in kind and its book
value shall be treated as a gain or loss on sale of thc property and shall be credited or charged
to the Partncrs in proportion to their interests in profits and losses of the Partnership.
8.6. Right to Demand Pronerty. No Partner shall have the right to demand and receive
property in kind of his or her distribution.
ARTICLE IX
POWER OF ATTORNEY
9.1. pocuments. Each Partner hereby irrevocably constitutes and appoints each
General Partner as his or her true and lawful attorney, in his or her name, place and stead, to
make, execute, acknowledge and file:
a. Any certificate of Limited Partnership or other instrument which may be
required to be executed or filed by the Partnership or which the General Partner shall deem
advisable to execute or file.
b. Any and all amendments or modification to the instruments described
herein.
c. All documcnts which may be required to effectuate the dissolution and
termination of the Partnership.
9,2. p,ropcrty and Claims.
Each Partner does hereby appoint the first named
General Partner as his or her true and lawful attorney, in his or her name, place and stead, to
do the following:
a. To purchase, deal with property and to manage the same including, without
limitation, to sign, deliver or record all deeds, contracts of sale or other instruments conveying
}
title to the property, either in the names of the Partners or in the name of the Partnership.
b. To establish bank accounts for the Partnership and to deposit and withdraw
funds therefrom, solely upon his or her signature.
c. To demand, sue for, levy or recover all sums of money, debts, rents or
other demands or claims of any nature \\'hatsoever which are or shall be due the Partnership in
such manner as a General Partner shall determine to be advisable.
9.3. Powers Coupled with an Interest. Each Partner expressly agrees and intends that
the foregoing powers of attorney are coupled with an interest.
9.4. Assigpment:.. The foregoing powers of attorney shall survive the delivery of an
assignment by any of the Partners of the whole or any portion of his or her Partnership interests.
9.5. Notice.
From time to time, the General Partner may, at his sole discretion,
send notice to the Partners of actions taken. If objection is not received by the General Partner
within thirty (30) days of said notice, then said action shall be binding upon all of the Partners.
ARTICLE X
MISCELLANEOl)S
10.1. Execution in Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all parties had all signed the same document. All
counterparts shall be construed together and shall constitute one agreement. Each party shall
become bound by the agreement immediately upon affixing his or her signature hereto,
independently of the signature of any other party.
10.2. .sole AgreemeIlL.
This Agreement and the exhibits hereto constitute the entire
understanding of the parties with respect to the subject matter hereof and supersede all prior
agreements and understands pertaining thereto.
10.3. Choice of Law. This Agreement and all rights and liabilities of the Partners,
assignees, substituted Limited Partners, thc PartnershilJ and the assets of the Partnership shall
bc subject to and governed by the internal laws of the above named State, not the laws pertaining
to choice or conflict of laws.
lOA. Severability. If any provision of this Agreement, or the application thereof, shall
[or any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement
ancI the application of such provision to other persons or circumstances shall not be affected
thereby, but rather shall be enforced to the maximum extent permissible under applicable law.
10.5. Agreement Binding. This Agreement shall be binding upon the parties hereto and
upon thcir heirs, executors, administrators, successors or assigns, and the parties hereto agree
for thcmselves and their heirs, executors, administrators, successors and assigns to execute any
and all instruments in writing which are or may become necessary or proper to carry out the
purpose and intent of this Agreement.
10.6. Title and Subtitles. Titles of the articles, sections, paragraphs and subparagraphs
are placed herein for convenient reference only and shall not to any cxtcnt have the effect of
modifying, amending or changing the express terms and provisions of the Partnership
Agreement.
10.7. l.V ords and Gender or Number.
As used herein, unless the context clearly
indicates the contrary, the singular number shall include the plural, the plural the singular, and
the use of any gender shall be applicable to all genders.
10.8. p.ill'tner.
Unless the context requires otherwise, any reference to a General
Partner shall include all General Partner and any reference to the General Partner shall mean any
General Partner. Any reference to Partner shall include both General Partner and Limited
~
Partners.
10.9, ES\rtnership Interest. Unless the context ~'equires otherwise, any reference to an
interest in the Partnership shall mean the capital interest in the Partnership.
10.10.
Amendments.
Except with respect to vested rights of the Partners,
this Partnership Agreement may be amended at any time by an 89% vote as measured by the
interest in the sharing or profits and losses. A copy of any amendment shall be promptly mailed
or delivered to each Partner at such Partner's last known address.
10.11.
Qpinion of Counsel" The doing of any act or the failure to do any act by
any Partner (the effect of which may cause or result in loss or damage to the Partnership) if
pursuant to opinion of legal counsel employed by the General Partner on behalf of the
Partnership, shall not subject such Partner to any liability.
Further, the General Partner shall not be liable for any error in judgment or any mistake
of law or fact or any act done in good faith in the exercise of powers and authority conferred
upon them, but shall be liable only for gross negligence or willful default.
10.12.
Notice.
Any and all notices provided for herein shall be given in
writing by first class mail. The notice shall be addressed to the last address known to the sender
or delivered to the recipient in person. Notice of a meeting shall be mailed not less than ten
(10) nor more than sixty (60) days before the date of the meeting and shall state the place, date
and hour of the meeting and the pUI1>ose or purposes of the proposed meeting.
10.13.
Waiver in General. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement, or condition of this Agreement, or to exercise
any right or remedy consequent upon a breach thereof, shall constitute a wavier of any such
breach or any other covenant, duly, agreement or condition.
~
10.14.
Waiver of Action for Partition.
Each of the parties hereto irrevocably
waives any statutory, equitable or other rights that he c,r she may have to maintain any action
for partition with respect to the Partnership property.
to.15.
Arbltration...c Any controversy or claim arising out of or relating to this
Agreement shall only be settled by arbitration, ill Palm Beach County, Florida, in accordance
with the rules of the American Arbitration Association, by one Arbitrator, and shall be
enforceable in any court having competent jurisdiction.
10.16.
Validity.
If any portions of this Agreement shall be held invalid or
inoperative, then, insofar as it is reasonable and possible,
a. the remainder of this Agreement shall be considered valid and operative;
and
b. effect shall be given to the intent manifested by the portion held invalid
or inoperative.
GENERAL PARTNER:
M^::JJ~El? ~
LIMITED PARTNERS:
7~~_~L 0;1J1~~
TIP NY 'BREIBER (' U-~ ~ I
M~EI~ ~9~~1
STATE OF FLORIDA
COUNTY OF PALM BEACH
ON THIS DAY, before me, an officer duly authorized to administer oaths and take
acknowledgments in the County and State aforesaid, personally appeared MARK SCHREIBER,
TIFFANY SCHREIBER and MELANIE SCHREIBER, and after having presented
as evidence of identification and well known to me to be the subscriber
----.----
described in and who executed the foregoing Certificate of Limited Partnership Agreement of
101 S. E. 17th Avenue, LTD. and who acknowledged that they executed the same as such
General Partner and Limited Partners for the purposes therein expressed.
. . !? ~
WITNESS my hand and official seal at Boynton Beach, Florida, on this .-P'-P_ day of
October, 1995.
<:>,.,.v 'IIh.
1'&'"
*JjJ*
'~1t0ff\.#
ANGELA T MARTIN
My COfl1rTWelon CC432463
Expir... Jan 08. H100
Bonded by ~W
800-422,1555
~r)Jj~
Notary Public
State of Florida at Large
My Commission Expires:
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR
THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON
WHOM PROCESS MAY BE SERVED
In pursuance of Chapter 48.091, Florida Statutes, the following IS submitted, 111
compliance with said Act:
FIRST -- 101 S. E. 27th A venue, Ltd. desiring to organize under the laws of the State
of Florida, with its principal office, as indicated in the Certificate of Limited Partnership
Agreement at the City of Boynton Beach, State of Florida, has named MARK SCHREIBER,
located at 101 Southeast 27th A venue, Boynton Beach;' Florida 33435, as its agent to accept
service of process within this State.
Having been named to accept service of process for the above-stated Limited Partnership
at place designated in this Certificate, I hereby accept to act in this capacity and agree to comply
with the provisions of said Act relative to keeping open said office.
2LL-~ ~,
MARK SCHREIBER
Registered Agent
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F]orid<1 33435.
lid s 2. (j . d(.1Y of NovPl1lhE:>.r, 1995,
qpnPl:;ll "p{1rLnc~rs11.Lp ("Gran'tor"),
;1 VI oridol j 11l i ted p,u:l:nership
f;r; /,'; th Avenue, Boynton Beoch,
WI'l'NESSETII, tl1n[: [.11('. f3;]jeJ Gralllor, fur and in cons:idc~rat::Lon of
LlIp SUIlI of '1'EN UUI,r,Aln:; (~~J().(JU), iT! hem(1 paid by tile Gri:mtec,the
receipt vJl1eccc)f i~; 1)(~n~l)y clckno\"lpr]q('c], rJU('S hereby remise,
rQl(~iJr:;p QIIO t:r(1Ilsfc~r \Jlll-() Lll(' f;aid Grnlltee for(~ver, all t:11e right:,
title, int.eresL, elnilll <1T!rl dem,uld vllLiell .LIl(~ r;iJid GranLor has in and
to t.he-> [ollo\"lLnq d<>.s(:rjlJ(~rJ prT)pprty situate>., lyijlQ Qnd beinq in
Palm IJp,'lch COUllty, StnLo of Flod.c1a, to Vlit:
Lot 1 of GN{-.l'JAf\ ES'l'A'l'ES, ilcconHIlS) t.o thE'. Plat thereof
recon1ed in Plat Book 2.1 at P;C)(J8 llD of the Public
Hecords ()f Pallll Ik>nc:h County, Florida;
LESS:
1\ p<Jn:~el of liJwJ for rocv1 1'19111: of WilY purposes lying in
the SW 1/4 of Sectiun 33, 'l'\"p. 45S, 1\8n9(>. iJ3E PaJm Flpach
Coun[:y, Florida cll1c1 more p<ll:ticularly de~:crjbed as
follows:
All of Um[: portion of Lot: J, 111at of Gaj'-l'-1al:- Estates,
PIJ7.4, 1'GIJO, Pul>l.ic ]\(>\:01 (lr; of Palm fk',lCh Cuunty, lyinq
west of Lile long chord of () t.(ll1q(~n t curvp-, said curvp-
bav:i llq (J TiJdLus of ?~j. 00' and being lall9pnl to t:11e
norUJP,lsl.erly riql1L of \'my l.ine of S.E. ?'7ll1 Avenue and
the p;)sterl y r:i 911 t of \y(lY 1 ine 0 f Se()cres t BOldE:;v()rd
(C1.pen S l:IPC'l:) "-1:' "hOltlll on .tile (lforelllel1l~joned pia t.
ConliJining 9~j.O() r-;qua]'(; fc'c>.LIH
Subj e(:t~ 'to 01:1 zOllinq ordinanc8s, rc!~d:r,ic Lions, covenant::;,
0.a~3elT\(~nts, lllurtga~Jf's of TE\Cord, taxe~:; fof' tile yenr 1995 and
thereLl[ler.
SubJ eet to Uu--> [or090illq, Cr,':llltor covell(JrJt~3 thLlt the property
is Lree of (1[1 pnc\llllln,lllce~; ()nr] G['clrlLo!. hC'.1c'by fully wilrrantsthe
ti. tlelo sl1id property and ItJill d('fel1Cl tile S<1111(; Cl~Fdn:::;t Ult:' lOVlful
claillls 0 f aJ 1 per~;ol1s v;)lolllevp 1-- .
'1'0 Hl\VE l\ND TO JlOJ ,D U1C~ ~3alllr:~ Loge Lher vii UI ;cd1 <::nd singular
Oim {3 9f) 9 pg 1 c::- l ;~
r).")')rL"-l~l1\.' IJ !IT! I J 1.1 ru! ~L~~f"\"""'" ,: F:
L\ 1,\.1 III I" r'i.Ll_ It,,, I.,LCi-;I\ r-l.' ,-,L\.hHl! :...
the <Jppurtpn,lI1C(~r; Ulr~roLu hploll~Jil)(J or.' .ill ,ll\y\vi~:;e <JppnrL;-:d.ning, and
lJ III h (3 pst at p , J. i q 11 t , l. i \; I. e , L 11 tJ~r e f; L , I. j p n , e qui t Y D n del a i III
\',Tha Lsopver of tJ)0 C:C<JJl Lor, either in Ln'1 or equJ Ly, to .tlle only
propel' lIse, bpneLLt: ,1nd br:'l1oof of Lilt=' Gtl1ntee forever'.
IN HITNF.~;S WllEHEOF, 1'))12 Gelid Gran to/' ));-:1.8 siqned and sealed
thpse pre~~(;rllts Llle c1ny and Yf)" L' (i L'(~ l: above' vlrL t Len.
," / . .
i /
SJ Ulle(l, sen'Le(l (l11(1 cJc~lJvered m~,/H) ,}D l'AH'j'Nj.:r r
in Lhe. l'SlS""l"" of: ?'.(.(..'.'IlC.~l!t,/J!,~I\ l.'~,;l
:.'~~j(fl/_.rltl " . l -;t~~~ld/.f1{D
_ C 'l!' ]\oIJe>rl: JlO\lL(llle, H.D., Ce prai/letrLner
_, __. (, _~ _ _// .1 / ,',,', 1',1 r' I t lP J'
)'1.' in l: /~n;ll~r~ ( ~. { ~1 ' ;{ X-\ 1.'1 /{,( u,L ~7'~ IJ
jf';ry, / ) U
'~d\. :~;~t;;.-{J~ -. * ~;~, )L-d.A {A'j~:J/ I.f?!' (//G':'lq~~--,- ~--,._--
/' ')' /1;',( ,,,,', J:rt1J1(~8S llollrqup, cenjrlJjal Portner
_d -, -I "./" / .It!2 {/
I'd "t N:~l,(c{./ ,', _' ~IlVL_!tV1__d__--
" ' " : _ .7 . ,"!v,j,," "V!uflf,~"ISPY, ,1. n /(;""era1 Partner
Pri nt ,l~:y (,7 _
cJl E,[ )r,:;d ,'~/1(4(f;(7 f{~tZi0:tzb__ nn_
I A' ll'P I ('~~(l lJI1\'1~~C~Y, (;C'llC'I'iJl/1jbctnc' c
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Print Name
S'l'1\'l'E OF FLOHIDl\ )
COUNTY OF P1\I,M BEM:Il)
The forogoinq j ns L L'umen t vJ(lS <:\(;]U10H] edgc:~d before me t:h:Ls _z_.ci_.___
day of jk'~f'~/~'6fI1, .' J99~) by HobeI' \: BouJ'que, 1'1.])., general
P'-.lcLrH'!r of Hn E.~ ,JD JlcnlrH'.J'ship, a FJorLrJi1 9E~nou1L pi1rtlll.?rsh.ip. He
i.~3 peJ:f:1onalJy J{l)()\"l1 to lllP en has J.H(Jd1ICc>(l a driver licen~:;e as
identif icaUoll.
"'Diollp Ptol'lJ(~L t
**Mark J. Nowicki
,~1d'.P;ltrjci;1 L. 1l\1l1hor
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Nol:a1:1' Public
r-11' Comllli.ssion
r/]1' COI\1J1li.~3~~i.on
"...___~._____ .____._____.__________u___
E),pires:
Number is:
7.
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STi\TE OF FLOIUDi\ )
COUNTY OF l'ALf" nEM~[l)
The> foceqoinq 1.n,,; t:nlltl(~n t Has acl{Il0Hl(-~dqed bc~ for8 l11ethis _2:..i_._
c]rty () [: "A, ~ 11'/1 6r-::< 199~) by Fn1l1CCC'f, BI)Ul~que, general partner
Cl r nn r:.. ,JI) 1.'<11.' \:n"rs I Ii p, Cl F lurid <1 (1"" no en 1. pi. T~ tnnr ~,hip . She is
L)I"r~3(Jl)illly l-:n()\'JIl l:u lI\r~ ur hil~ pr.oduc;(~d ;:1 driver licenr:>o as
~,deIll:ifJc(l t: LC)J).
~,;'r'J\'I'I': UF FJ,UI< I JJi\ )
CUIJ[,l'l'Y or;' I'ALf" Jl!':l\C!r)
f,l-,i. ct?~,{).., :_',iJ} c)~u _.uu_u
1~1\:;:"1 y l' \J h JL C
Hy COJ1l111iss Lon E){pires:
HyCo ::2:::L:E_+.~?D..~~J:1!)! k~Lj..S.El'
~ ;,S(Y 1'(, OFnCiAl. wxrAHY SEAL
0' <{:... CECI\.l^ U pavlo
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~- \1 \.\11 )\ co,,,~,,,:gSI()H tlUWJE
,~\ ')d~'JJ~~. <,( CC 153BB7 1
.~>- . 'l\~~ (~? /.Iy COI.IMISSION E.XP.
, ()r (\,0 trOV. 7 1995
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T hp f 0 LI'(lO i 1\(1 j Il~:; t J 1I11l(~ II t hi as <1 c know 1 Pel (I I.> Il be To rp Jlle Llli s .~.2:...5-C_
();:1Y of _ ,-;'y\"c:/r~6{;,,(~ ' J995 by .Jal1lPs D.-.w~;ey, r'1.D., general
J,J(1 ctnp r of HB & ,JU Pil [' 1:llor-slli p, (1 Florida (jPI1C'I'(11 pflJ.'t:nership. He
Le:; pCl.solldJly }UIOWll LI) II\I~ OJ' h;:lS proc1uc'C>d a c1rivc~r licen::;e as
.iuPIl t L f.Lca Lion.
S'J'Nl'E OF FLOHIDl\ )
COUN'!'Y OF PALM BEi\CH)
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Not:n cy Pub.! Ie
My C01l111l:issLoq,E.xp;LJ~qs:
My Cdlllllli s'~~ T'c';,Vj",' ij\iiil'hE1"i"i,":{~;~
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The [oreqoJnq ill~:;tLUIllPI1l; \ViOlS iOlc]<llovvledqpr] bpfore me this ",:::.,~._,
(]iC1Y oCH_ A:'v v t'/t(Ji; -:'C. u' J (.l9~) by 'l'pccr;a U()VJ~;(>Y (JPlwral p;:Lclner of
nD [( ,II) P;l.r l:IIE~n:;h p, a Florida qcnera 1 par tnelship. Shc;l is
persollcllJy l-:nowll tu llle or hilS producc\(] a dILvf?r lice.nse as
id(?1l \;j, f ;ica Lion.
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Notary PubLic
IvJy CUIl\ll\is~:;j on
~1y COl\lmission
Expires:
Number is:
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