APPLICATION
.. -
PROJECT NAME: MotiJr ,....l~i
LOCATION: 1500 Gateway }l..ulevard
PCN: 08-43-45-17-02-001-0010
I FILE NO.: LUAR 02-007 I TYPE OF APPLICATION:Land Use
Amendment & Rezonin~
AGENT/CONTACT PERSON: OWNER: Motorola, Inc.
R. Duke Woodson, Foley & Lardner PHONE: 752-3561
PHONE: 407-423-7656 FAX:
FAX: 407-648-1743 ADDRESS: 1500 Gateway Boulevard
ADDRESS: 111North Orange Ave. Boynton Beach, FL
Suite 1800
Orlando, FL 32801
Date of submittal/Proiected meetine dates:
SUBMITT AL / RESUBMITT AL 9/18/02
1sT REVIEW COMMENTS DUE: N/A
PUBLIC NOTICE: ~Wl.+ N/A,. It
~:) 7.nO'_* prl) J-Or10,
TRC MEETING: N/A
PROJECTED RESUBMITTAL DATE: N/A
ACTUAL RESUBMITTAL DATE: N/A
2ND REVIEW COMMENTS DUE: N/A
LAND DEVELOPMENT SIGNS POSTED N/A
(SITE PLANS):
PLANNING & DEVELOPMENT BOARD 11/14/02
MEETING: Special
COMMUNITY REDEVELOPMENT N/A
AGENCY BOARD
CITY COMMISSION MEETING: 11/19/02 + 12/03/02
COMMENTS:
S:\Planning\SIIARED\Wp\.pROJECTS\Motorola DRI\LUAR\2U02 PROJECT TRACKiNG INFO.doc
APPLICATION SUBMITTAL CHECKLIST
COMPREHENSIVE PLAN AMENDMENTS
PROJECT NAl'VIE: OWNER/AGENT:
Motorola DRI/PID Motorola, Inc.
LOCATION:
1500 Gateway Blvd Duke R. Woodson/Foley & Lardner
FILE NUMBER: LUAR 02-007
SUBMITTAL REQillRED DATE
("'I RECEIVED
APPLICATION FORM '" 9/18/02
FEE PAID '" 9/18/02
OWNERS OF RECORD CONSENT FORlY! '" 9/18/02
COPY OF PURCHASE CONTRACT '" 9/18/02
AGENT AUTHORIZATION '" 9/18/02
LEASE AGREEMENT
CORP. OFFICER/PERSON RESPONSIBLE AUTHORIZATION '"
SEALED BOUNDARY SURVEY '" 9/18/02
LEGAL DESCRIPTION '"
TOTAL ACREAGE (TO 1/100 AC.) '"
TREE SURVEY
PROPERTY OWNER MAILING LIST '" 9/18102
PROPERTY APPRAISER'S MAPS '" 9/18/02
APPLICANT'S JUSTIFICATION STATEMENT '" 9/18/02
DWELLING UNITS '" 9/18/02
USES ALLOWED/EXCLUDED '" 9/18/02
TIMINGIPHASING '" 9/18/02
EMPLOYMENT PROJECTIONS '"
TRAFFIC ANALYSIS COMPARISON '" 9/18/02
I WATER DEMAND COMPARISON '" 9/1 8/02
I SEWER DEMAND COMPARISON v . 9/18/02
RESIDENTiAL POPULATION '" 9/1 8102
LAND USE CONFLICT MITIGATION '" 9/18/02
SCHOOL CONCURRENCY FORM '"
SOILS ASSOCIA TIONIFLOOD PLAIN MAP
GRADE ELEVATIONS
WATER BODIES
MAINTENANCE PROPOSAL
SERVICES PROVISION COMMITMENT
ESLO SUB MITT AL
OTHER:
J :\SHRDA T A \P!:mning\SHARED\ WP\PROJ ECTS\rvtotorola DRl\LUAR\CKLISTD ~ AMEND.doc
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H,I"S APPLICANT ATTENDED A PRE-APPLICATION r\lEETING? yp" DATE:/ll1gl1"T ?'l, 2002
CITY OF BOYNTON BEACH, FLORIDA
PLANNING & DEVELOPMENT BOARD
LAND USE AMENDMENT AND/OR REZONING APPLICATION
This application must be filled out completely and accurately and submitted, together with the
materials listed in Section II below, in two (2) copies to the Planning Division. Incomplete
applications will not be processed.
PLEASE PRINT LEGIBLY OR TYPE ALL INFORMATION.
I.
GENERAL INFORrvlATION
SfPI8ml
1. Project Name: Motorola DRI/PID
2 Type of Application (check one)
X a. Land Use Amendment and Rezoning
b. Land Use Arnendment Only
c. Rezoning only
3 Date this application is accepted (to be filled out by Planning Division)
4 Applicants Name (person or Business entity in whose name this application is made)
Daryl M. Carter, Maury L. Carter & Associates, Inc.
Address: 908 S. Delaney Avenue
OrleJnc'Cl. FL
32806
(Zip Code)
Phone
(407) 422-3144
FAX (407) 422-3155
~ Age~"s Name (person, if any. representing applicant
R. Duke Woodson, Foley & Lardner
Address: 111 NOrth Orange Avenue, suite 1800
I'Irlr.nt4nJ Flnrit4r.
l?Rnl
(Zip Code)
Phone.
(407) 423-7656
FAX. (407) 648-1743
City uf Boynton Beach
LAND USE AMENDMENT AND/OR REZONING APPLICATION
Page 2
6 Property Owner's (or Trustee's) Name:
M()~or()ln. Tnc.
Address: 1500 Gateway Boulevard
Boynton Beach, Florida
(Zip Code:
Phone.
(561) 752-3561
FAX:
7. Correspondence Address (if different than applicant or agent)'
'This is the only address to which all agendas, letters, and other materials will be
mailed
8. What is the applicant's interest in the subject parcel: (Owner, Buyer, Lessee, Builder,
Developer, Contract Purchaser, etc.)
Contract Purchaser
9.
Street Address or Location of Subject Parcel:
1500 Gateway Boulevard,
Boynton Beach, FL
PCN (s) 08_43_45_17_02_001-0010
10 Legal Description of Subject Parcel: See attached legal description.
11 Area of Subject Parcel (to nearest hundredth (1/100) of an acre. 85.547 acres
12.
Current Land Use Category:
Industrial
,0
;"
Proposed Land Use Category:
Industrial/Local Retail Commercial
~-+
Current Zoning District:
Pl;;;l.nnpn Tnnllc::rr;;:.1 n~UO'f'"\rmCloT'l+ njc+r;("t {PID)
~ 5 Proposed Zoning District: PID/Communi tv commercial (C-31
Intended use of subject parcel: Office, industrial, multi-family
residential, ancillary commercial.
City of Boynton Beach
LAND USE AMENDMENT AND/OR REZONING APPLICATION
Page 3
17.
Developer or builder:
Maury L. Carter & Associates, Inc.
18. Architect:
19 Landscape Architect:
20 Site Planner: Conklin, Porter & Holmes Engineers, Inc.
21. Civil Engineer: Mock Roos
22. Traffic Engineer' pinder Troutman Consul tinq, Inc.
23.
Surveyor:
DnilPy-Fnrnr~y. Tn~
II. MATERIALS TO BE SUBMITTED WITH APPLICATION
The following materials shall be submitted in two (2) copies, unless otherwise indicated:
(please check)
La This application form.
Lb. A copy of the last recorded warranty deed.
_c. The following documents and letters of consent:
_(1) If the property is under joiflt or several ownership: a written consent to the application by
all owners of record,
L(2) If the applicant is a contract purchaser: a copy of the purchase contract and written
consent of the owner and seller, and
(31 If the applicant is represented by an authorized agent: a copy of the agency agreement.
or written consent of the applicant, and
_(4) If the applicant is a lessee: a copy of the lease agreement, and the written consent of
the owner, and
(5) If the applicant is a corporation or other business entity: the name of the officer or
pers.on responsible for the application. and written proof that said person has the
celegated authority to represent the corporation or other bUSiness entity, or in lieu
thereof, written proof that he is in fact an officer of the corporation.
]Lc A sealed boundary survey of the subject parcel by a surveyor registered in the State of FlOrida,
dated not more tr,an six (6) months prior to the date of submission of the application. at a scale
crescrlbec by the Planning Division. and containing the following information
x ,11 An accurate legal deSCription of the subject parcel.
City of Boynton Beach
LAND USE AMENDMENT AND/OR REZONING APPLICATION
Page 4
1L-(2) A computation of the total acreage of the subject parcel to the nearest huncrecth
(1/100) of an acre.
~e.
~f
x-g.
See
attached
sup-
plement
(3) A tree survey. which conforms to the requirements of the City of Boynton Beach Tree
preservation Ordinance (Also refer to Page 6. Sec. II h.( 12) of this aoplication if
property is occupied by native vegetation.) This requirement may be waived by the
Planning Director where found to be unrelated to the land use or zoning issues
involved with the application.
A complete certified list of all property owners, mailing addresses, and legal descriptions for all
properties within at least four hundred (400) feet of the subject parcel as recorded in the latest
official tax rolls in the county courthouse shall be furnished by the applicant, including a tax map
showing placement of 400 feet boundary. Postage, and mailing labels or addressed envelopes
must also be provided. Said list shall be accompanied by an affidavit stating that to the best of
the applicant's knowledge said list is complete and accurate. Notification of surrounding
property owners will be done by the City of Boynton Beach.
A copy of the Palm Beach County Property Appraiser's maps showing all of the properties
referred to in paragraph e. above, and their relation to the subject parcel.
A statement by the applicant justifying the zoning requested. including reasons why the
property is unsuitable for development under the existing zoning and more suitable for
development under the proposed zoning. The statement should address the following criteria
which the Planning and Zoning Division utilizes in evaluating land use amendment and rezoning
applications:
1) Whether the proposed land use amendment/rezoning would be consistent with applicable
comprehensive plan policies. The division shall also recommend limitations or requirements
that would have to be imposed on subsequent development of the property in order to
comply with policies contained in the comprehensive plan.
2) Whether the proposed land use amendment/rezoning would be contrary to the established
land use pattern, or would create an isolated district unrelated to adjacent and nearby
districts or would constitute a grant of special privilege to an individual property owner as
contrasted with the protection of the public welfare
3) Whether changed or changing conditions make the proposed land use
amendment/rezoning desirable.
4) Whether the proposed land use amendment/rezoning would be compatible with utility
systems. roadways and other public facilities.
51 Whether the proposed land use amendment/rezoning would be compatible with the current
and future use of adjacent and nearby properties or would affect the property values of
adjacent and nearby properties
6) Whether the property is physically and economically developable under the existing land
use desigr.at:cn:::8ning.
T' Whether the proposed land use amendment'rezoning is of a scale that is reasonably related
to the needs of the neighborhood and the city as a whole
City uf Boynton Beach
LAND USE AMENDMENT AND/OR REZONING APPLICATION
Page 5
8) Whether there are adequate Sites elsewr,ere in the city for the proposed use. In distric:s
where such use is already allowed
~h. A comparison of the impacts that would be created by development under the proposed zoning.
with the impacts that would be created by development under the proposed zoning. with the
impacts that would be created by development under the eXisting zoning. which will include:
]L(1) A comparison of the potential square footage of number and type of dwelling units under
the existing zoning with that which would be allowed under the proposed zoning or
development.
~(2) A statement of the uses that would be allowed in the proposed zoning or development.
and any particular uses that would be excluded
.x.J 3 )
Proposed timing and phasing of the development.
]L(4) For proposed zoning of property to commercial or industrial districts. where the area of
the subject parcel exceeds one (1) acre. projections for the number of employees.
(5) A comparison of traffic which would be generated under the proposed zoning or
development. with the traffic that would be generated under the current zoning; also. an
analysis of traffic movements at the intersections of driveways that would serve the
property and surrounding roadways. and improvements that would be necessary to
accommodate such traffic movements. For projects that generate move than five
hundred (500) net trips per day, a traffic impact analysis must be submitted which
complies with the Municipal Implementation Ordinance of the Palm Beach County Traffic
Performance Standards Ordinance.
(a) For projects that generate two thousand (2,000) or more net trips per day, the
traffic impact analysis must be submitted to the City at least 30 days prior to the
deadline for land use amendment and/or rezoning, in order to allow for timely
processing of the application and review by the City's traffic consultant and Palm
Beach County. The applicant shall be billed for the cost of review by the City's
traffic consultant.
(b) For projects that generate between five hundred (500) and two thousand (2.000)
net trips per day, the traffic impact analysis must be submitted at the application
ceadline for land use amendment and/or rezoning, in order to allow for timely
processing of the application and review by Palm Beach County. However, if it is
the desire of the applicant to utilize the City's traffic consultant for review of the
traffic impact analysis prior to review by Palm Beach County, then the procedure
and requirements outlined under item "a" above shall be followed.
NOTE: Failure to submit traffic impact analysis in the manner prescribed above may
delay approval of the application.
~'6) For parcels larger than one (1) acre. a comparison of the water demand for
development under the proposed zoning' or development with water demand under the
existing zoning. Water demand shall be estimated using the standards adopted by the
Palm Beach County Health Department for estimating such demand. unless a registered
engineer justifies different standards. Commitment to the provision of improvements to
City of Boynton Beach
LAND USE AMENDMENT AND/OR REZONING APPLICATION
Page 6
the water system shall also be included, where existing facilities would be inadequate to
serve development under the proposed zoning.
L(7) For parcels larger than one (1) acre. a comparison of sewage flows that would be
generated under the proposed zoning or development with that which would be
generated under the existing zoning. Sewage flows shall be estimated using the
standards adopted by the Palm Beach County Health Department for estimating such
flows, unless a registered engineer justifies different standards Commitment to the
provision of improvements to the sewage collection system shall also be included,
where the existing facilities would be inadequate to serve development under the
proposed zoning,
~_j8) For proposed residential developments larger than one (1) acre, a comparison of the
projected population under the proposed zoning or development with the projected
population under the existing zoning. Population projections according to age groups
for the proposed development shall be required where more than fifty (50) dwellings, or
50 sleeping rooms in the case of group housing, would be allowed under the proposed
zOning.
NLA(9} At the request of the Planning Division, Planning and Development Board, or City
Commission, the applicant shall also submit proposals for minimizing land use conflicts
with surrounding properties. The applicant shall provide a summary of the nUisances
and hazards associated with development under the proposed zoning, as well as
proposals for mitigation of such nuisances and hazards. Such summary shall also
include, where applicable, exclusion of particular uses, limitations on hours of operation,
proposed location of loading areas. dumpsters, and mechanical equipment, location of
driveways and service entrance, and specifications for site lighting, Nuisances and
hazards shall be abated or mitigated so as to conform to the performance standards
contained in the City's zoning regulations and the standards contained in the City's noise
control ordinance, Also, statements concerning the height, orientation, and bulk of
structures, setbacks from property lines. and measures for scree;1ing and buffering tr,e
proposed development shall be provided. At the request of the Planning and
Development Board or City Commission, the applicant shall also state the type of
construction and architectural styles that will be employed in the proposed development.
N/A_j10)At the request of the Planning Division, Planning and Development Board, or City
Commission, the applicant shall also submit the following information:
_(a) Official soil conservation service classification by soil associations and all areas
subject to Inundation and high ground water levels.
_(b)
Existing and proposed grade elevations.
_\CI
Existing or proposed water bodies.
_id) Form of ownership and form of organization to maintain common spaces and
recreation facilities.
_\e) A written commitment to the provision of all necessary facilities for storm
drainage, water supply, sewage collection and treatment, solid waste disposal,
hazardous waste disposal. fire protection, easements or rights-of-way, roadways,
recreation and park areas, school Sites, and other public Improvements or
City of Boynton Beach
LAND USE AMENDMENT AND/OR REZONING APPLICATION
Page 7
dedications as may be required
_( 11) For rezonings to planned zoning districts. the specific requirements for submisSion of
applications for rezoning to such districts shall also be satisfied. Furthermore. all
materials required for a subdivision master plan shall also be submitted.
(12) Where conformance with the county's Environmentally Sensitive Lands Ordinance is
required, an Application for Alteration of Environmentally Sensitive Lands (Environmental
Impact Study) must be submitted to the Palm Beach County Department of Environmental
Resources Management (copy to City) prior to or concurrent with the submittal of the Land
Use Amendment and/or Rezoning Application to the City.
III. APPLICATION FEES
Fees shall be paid at the time that the application is submitted, according to the fees which
have been adopted by ordinance or resolution. The Planning Division will inform the applicant
as to the fees which are required. All fees shall be paid by check, payable to the City of
Boynton Beach.
IV. Representative of the project must be present at all Technical Review Committee,
Planning and Development and City Commission meetings held to review this project.
City of Boynton Beach
LAND USE AMENDMENT AND/OR REZONING APPLICATION
Page 8
V. APPLICANT'S OWNERSHIP AFFIDAVIT
STATE OF FLORIDA
COUNTY OF ORANGE
----------------------/
BEFORE ME THIS DAY PERSONALLY APPEARED R. DUKE WOODSON, WHO BEING
DULY SWORN, DEPOSES AND SAYS THAT:
1. He/she is the owner, or the owner's authorized agent, of the real property legally described in
Attachment A;
2. He/she understands the Future Land Use Map amendment application fee is nonrefundable
and in no way guarantees approval of the proposed amendment;
3. The statements within the Future Land Use Atlas amendment application are true, complete
and accurate;
4. He/she understands that all information within the Future Land Use Map amendment
application is subject to verification by City staff;
5. He/she understands that false statements may result in denial of the application; and
6. He/she understands that he/she may be required to provide additional information within a
prescribed time period and that failure to provide the information within the prescribed time
period may result in the denial of the application.
FURTHER AFFIANT SA YETH NOT.
1\*
The foregoing instrument was acknowledged before me this~ day of Sept6llber, 2002_, ~
R. Duke Woodson (Name of Person Acknowledging) who i~
nown to me r who has produced (type of identification) as
I Icatlon and who did did not) take an oath.~
~ r-- ~~__Ac" ~
(Signature of Person Taking Acknowledgment) Applic 's Signature
R. 1)u r::: c.. U:X:OD3Jv0
(Name of Acknowledger Typed, Printed or Stamped) Applicant's Name (Print)
\\\ N. o~Ge.. Au~uE-.
Street Address
(Title or Rank)
(Notary' Seal)
m__L~'txJ I '4L 32--~o I
City, State, Zip Code
Telephone ~o1 Llz_3)&~
(Serial Number, if any)
~\\VW"4! DianA L Roman
~m;)!! \Coynmf.......CC993735
~. ~e ExpIr".lll'ob. :&5,2005
\ VEl !llIlIlod'l'bnl
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''""\\\' fiUAIl'" uuu->>e
City of Boynton Beach
LAND USE AMENDMENT AND/OR REZONING APPLICATION
Page 9
VI. AGENT CONSENT FORM
STATE OF FLOR.IDA :ILL, .0(1(5
COUNTY OF PJ'.LM 13[ACI-I Coo/(
----------------------/
BEFORE ME THIS DAY PERSONALLY APPEARED !2lu-!t4tf?v K,c,o/f, VIHO BEIi'.G
DULY SWORN, DEPOSES AND SAYS THAT
1 He/she is the owner of the real property legally described in Attachment A,
2. He/she duly authorizes and designates to act in his/her behalf for the purposes of seeking a
change to the Future Land Use Map designation of the real property legally described In
Attachment A;
3 He/she has examined the foregoing Future Land Use Map amendment application and he;sne
understands how the proposed change may affect the real property legally descnbed In
Attachment A.
FURTHER AFFIANT SAYETH NOT.
The foregoing instrument was acknowledged before me this It r1Jay of S E ~ r . 20 C' 2-, by
J!. ILr( ~/2 /~ :;; {v,4 (Name of Person Acknowledging) who is personally
known to me G_'''h_ 14i3- ,)du~ed (t~'f?'" "I irlpn\jliotiQ~
iElcntifiealion and wAe did (did not) take an oath. /!~~<K J~'c ,
UvU~~ a. q;-J ~( -
(Signature of Person Taking Acknowledgment) RlCRAFJ)<J\"~ture
VICE PRESIDENT AlIID DIRECTOR
IliAL ESTJo,li; >!,Nt> D~ OPUFNT
Owner's Name (Print)
e..rI,:!.IS//luF A. Fe'li
(Name of Acknowledger Typed, Printed or Stamped)
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(Title or Rank) I
13,' '3 .i', t4 L <,,<'.,-0 <f' LlI ,,,j t::.cAO
Street Address
(Serial Number, if any)
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City, Sfate, Zip Code
(Notary' Seal):'~FI,CiAL SE~\L
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LEGAL DESCRIPTION
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AU OF TAACl'S94 THROUGH 107. SECTION 20. OF SUBrl~lSIOK OF SECllONS 29 AlI0 20.
IOWNSHIP 45 SOUTH, RANGE 43 EAST, AS PER PlJ\T THEREOF, RECORDED HI PLAT BOOK 7,
PAGE 20, OF THE PUBLIC RECORDS OF PAU1 BEACH COUNTY, FLORIDA. INCLUDING 30 FOOT
STRIP LOCATED IN SECTION 20, TOWllSH1P 45 SOUTH. RANGE 113 EAST, AND BOUNJl:D Oft
[HE SOUTH BY BOYNTON CANAL AND 011 THE NORTH BY TRACT 94, SECTION 20, OF TliE
SUBDIVISION OF SECTIONS 29 AND 20, .TOIlNSHIP 115 SOUTH, RANGE 43 EAST, ACCORDING
10 THE PLAT THEREOF, RECORDED 1M PLAT BOOK 7, PAGE 20, PAU1 BEACH COUNTY RECORD
ALSO INCLUDING 30 FOOT STRIP SHOIIN AS ROAD EASE1'ENT RUNNIIlG FR0I1 CAtlAL C-16
rWRTH TO THE UORTH LINES OF LOTS 102 AIlD 107 EXTENDED OF SUBD1VIS IOK OF SECTIOII
29 AND 20, . RECORDED IN PLAT BOOK 7, PAGE 20 OF THE PUBLIC RECORDS OF PALK BEACH
COUNTY, FLORI CA. LYlriG BENEEN LOTS 96 TO 102 011 THE EAST AND LOTS 94, 95 AND
103 THROUGH 107 UN THE WEST I" SAID SUBDIVISION,
ALSO. ALL LANDS. I NCLUD I"G LAKE B011011 Of lJ\KE JACKSON AND lJ\NDS OES I GNATED
"SAND BEACH" OR "LOW MUCK" OR OTHERWISE LYHIG BETWEEII THE ABOVE OESCRIBED PROP-
ERTY AND WEST OF THE RIGHT-Of-WAY OF THE LAKE \IORTH DRAINAGE DISTRICT EQUAdzlN
CflNAl H. EXCEPTlHG THAT PORTION Of TRACTS 94. 95, 103, 104, 105. 106 AND 107,
SECTION 20, SUBDIVISION OF SECTIONS 29 AND 20. TOWNSIIIP 45 SOUTH, RArlGE 43 EAST,
ACCORDING TO THE PLAT THEREOf, RECORDED IN PLAT BOOK 7. PAGE 20, PAU1 BEACH
r.oUNTY PUBLIC RECORDS WHICH LIES WITHIN 50 FEET OF THE WEST L111E OF SAID SECTIO
!O,
,\LSO, ALL THAT PART OF THE SIO/4 Of SECTION 17 AND TIlE NIl 1/4 OF SECTION 20.
100/llSHIP 45 SOUTH. RANGE 43 EAST, PAliI BEACH COUlITY, fLORIDA, LYING SOUTH OF
[HE SOUTHERLY RIGHT-OF-IjAY LINE OF N'Il 22ND AVENUE AS DESCRIBED IN OFFICIAL
RECORDS BOOK 1738, PAGE 1686 Of THE PUBLIC RECORDS OF PAUl BEACH COUIlTY, flORI
AND NORTH OF THE SlmDIVISION Of SECTIONS 29 AND 20, TOWNSHIP 45 SOUTIl, RANGE 43
EAST. RECORDED IN Pt1IT BOOK 7, PAGE 20, HEREIMABGVE DESCRIBED, AND EAST OF THE
EASTERLY LINE Of R1GHT-OF-WAY Of CONGRESS AVENUE AND WEST OF TilE WESTERLY LINE
OF RIGHT-Of-WAY lINE OF THE lAKE WORTH DRAINAGE DISTRICT EQUALIZING CANAL E-4..
C:XCEPTING fROM ALL Of THE ABOVE DESCRIBED PROPERTY TIlE RIGHT-Of-WAY OF CONGRESS
~VENUE, LAKE WORTH DRAINAGE DISTRICT EQUALIZING CANAL E-4 AND nIGHT-OF-'IlAY Of
CANAL (-16 FORMERLY BOYIITON CAKAL. .
IUlCOlU>EI\'S MEMO. L<cibi1l..,
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School District of Palm Beach County
School Concurrency Application and
Service Provider Form
P.et...m c~r;'::;e{e-:: :,:"'7""". ::
P!3r,~:r,g C~C.J,,,,,:;":"',~,.~
il'le Sc.~cc! CIS:;:C :f P3.:r:-. =e.J~"': ':,:u:--..
3320 Fcrest Hill e:...c c.~ i J
\Nest ?alr.-. 3eac:-:, r:... J:4C6-53':
(=01 ;'C..4-=2CO '-:1" :0:6 ~ 'S-::-'22:--:-
Attention: Concurrer.cy S~c:.icn
Fee Paid & Date
Instructions: submit one copy of the completed application and fees for the review, for each new
residential project requiring a determination of concurrency for schools. A determir.atlcn wiil be
provided within fifteen (15) working days of receipt of a ccmplete acplication. A determinatlor. is r.ct
transferable and is valid fcr one year from date cf issuance. Once the Development Order is issued. te.e
concurrency determinaticn shall run with the De'/e!cpment Order.
Local Go';'t.
School District
Part I. To be completed by Applicant
Applicant's Name:
Agent's Name:
Mailing Address:
Te!ephone Number-
Je-Ff f""'\11']' :::1['
~i ~~~e ~~::;B~ .
1 0 ~"'...C ~ ,~U~ Q 0-' .".....do I
(407) 123 nSE; acs;mil'eurrJmcer: ~~8;~ ~48 g~~
FL 32801
Project Name: Motorola DRI
Municipality or Unincorporated PEC ci ty of Boynton Beach
Property Control Numoer (PCN). 08_43_45_17_02-001-0010
Project Lccation. North of BOY~;o~ Bf>~~h Blvd..
Concurrency Service Area (CSA): 1 7
DEVELOPMENT REQUEST Rezon; ng tromp pl "t'
Total;: of Units: 500
south of Gateway Blvd.,
East of Congress Avenue
Single Family
.A.~artrnents (3 StCG2S or less)
High Rise Apar"unents
Age Restric~ed Adults Onl,!
Phasing Plan: . Provide Covenant
If applicable, please attach a complete Phasing Plan showing le,e number and type of units to recel"e
cer"Jficate of occupancy yearly.
y
Nn+ ~rrl;ro::.l-.'~
Part 11. Local Government Completeness Review
Date Complete
Petition #:
Local Government Representative
Print Name
Title
Part III. To ce cor.:pleted by Schoo! District Staff
C3.:~ 3:.d T;r.e :::ecei'.e'::
I 'Ie:.rf t..~at tr-:e project c:J~~lies wjt~ the accpted La'/el of Se!\llCe (LOS) fer Sc~,ccis
Case NUG'.cec:
I "er'~t t~.at the project will comply with tM adcpted Leve! of Service (LOS) for Sc~ccls
s:,,;c;'2c: tc tt"le atta.ched ccncitJcns
I C3cc,ct .Jenfy tr.at the project will ccmply with te,e adcpted Le'Jel of SerJice (LOS) fer
Schccls ....,th the attached ccnditicr.s.
School District Representative Date
_ , ':':', :?_~.:::, .:~:' F;')K....l~' P:ZO\. DR....(Y.)C
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LAND USE
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THE MOTOROLA DRI NOPC
PROPOSED FUTURE LAND USE AMENDMENT
Boynton Beach, Palm Beach County, Florida
rr Sept"mb<er, 2002
CPI-< pro Jut ~,o. D3722
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ZONING
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BOYNTON CANAL C-I"
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THE MOTOROLA DRI NOPC
PROPOSED ZONING
Boynton Beach, Palm Beach County, Florida
18 october, 2002
CPH Pl""Oj",ct No D3201
SUPPLEMENT TO LAND USE AND/OR REZONING APPLICATION
MOTOROLA PROPERTY
1500 GATEWAY BOULEVARD, BOYNTON BEACH, FLORIDA
II. MATERIALS TO BE SUBMITTED WITH APPLICATION
(d) Sealed boundary survey.
(3) A tree survey
The applicant respectfully requests that the requirement for a tree
survey be waived by the Planning Director because it is unrelated to the land use and
zoning issues involved with the application. Impacts to trees on the property will be
addressed in the site plan amendment process.
(g) A statement by the applicant justifying the zoning requested, including reasons
why the property is unsuitable for development under the existing zoning and more suitable for
development under the proposed zoning. The statement should address the following criteria
which the Planning and Zoning Division utilizes in evaluating land use amendment and rezoning
applications:
The proposed land use amendment and rezoning for the Motorola Property,
located at 1500 Gateway Boulevard, Boynton Beach, Florida consists of the conversion of
85.54 acres with a land use designation of Industrial and a zoning of Planned Industrial
Development District (PID) to approximately 40.09 acres with a land use designation of
Industrial and a zoning of Planned Industrial Development District and approximately
45.45 acres with a land use designation of Local Retail Commercial and a zoning of
Community Commercial (C-3). The approximately 45.45 acres of commercially designated
property will be developed as a multi-use project with 500 multi-family units and 40,000
square feet of commercial space. The amendments are proposed because the existing
Motorola facility and its ancillary structures are currently 70 percent vacant and there is
no market in the area for additional industrial space. The market in the area surrounding
the Motorola facility currently supports singe-family and multi-family residential and
commercial development, as evidenced by existing and proposed land uses for the
surrounding properties.
I) Whether the proposed land use amendment/rezoning would be consistent
with applicable comprehensive plan policies. The division shall also recommend limitations or
requirements that would have to be imposed on subsequent development of the property in order
to comply with the policies contained in the comprehensive plan.
The proposed land use amendment and rezoning are consistent with
applicable comprehensive plan policies. Goal 1 of the Comprehensive Plan's Future Land
006.269219.1
Use Element requires the provision of a range of land uses which accommodate a full range
of services, activities and housing types while minimizing land use conflicts, maintaining
the character of the community, ensuring adequate public facilities and minimizing adverse
impacts on natural resources. The development plan proposed for the Motorola Property
does all ofthose things. The development plan includes three land uses - industrial, multi-
family residential and commercial- on property that is situated in an area of the city the is
more than adequately served with roads, utilities and other infrastructure. Thus, the
development proposed meets Future Land Use Element Objectives 1.3, 1.4, 1.5, 1.6, 1.7, 1.8,
1.11 and 1.13 and their respective policies.
Future Land Use Element Objective 1.15 specifically encourages multi-use
projects in locations which are appropriate. Policy 1.15.1 states that the City shall continue
to allow mixed commercial/residential uses in the Community Commercial (C-3) zoned
portion of the Local Retail Commercial land use category, which is what is being requested
in this application. The proposed project does not create any significant land use conflicts,
and public facilities are adequate to serve the project.
Future Land Use Element Objective 1.19 states that the City shall evaluate
and allow a range of land uses for which the area, location and intensity of the uses provide
a full range of housing choices, commercial uses to ultimately increase the tax base,
employment opportunities, recreation and open space opportunities and public uses. The
proposed project will offer 500 additional residential units, and the commercial uses
proposed, which will include sit-down restaurants and other businesses to support the
neighboring housing, will increase the City's tax base and provide employment
opportunities. Policy 1.19.2 prohibits the conversion of/and designated "Industrial" unless
such conversion would generate a range of employment choices for current and future
residents, provide goods and services of regional importance, and retain regional fiscal and
economic significance. The details of the market analysis, employment opportunities and
housing offerings are set forth in the following subparagraphs.
2) Whether the proposed land use amendment/rezoning would be contrary to
the established land use pattern, or would create an isolated district unrelated to adjacent and
nearby districts or would constitute a grant of special privilege to an individual property owner
as contrasted with the protection of the public welfare.
The proposed land use amendment and rezoning are not contrary to the
established land use pattern and would not create an isolated district unrelated to adjacent
and nearby districts. The Motorola Property is immediately adjacent to the Quantum
Park development, which will include single-family and multi-family residential dwellings
and commercial enterprises, numerous commercial parcels and the Boynton Beach Mall.
Certainly the reclassification of a small percentage of the land use entitlements and acreage
on the Motorola Property from industrial to commercial is not contrary to the established
land use patterns in the area and does not create an isolated district. The amendments also
would not constitute a grant of special privilege to an individual property owner and is
consistent with the protection of the public welfare.
2
006.269219.1
3) Whether changed or changing conditions make the proposed land use
amendment/rezoning desirable.
As noted above, the Motorola company has relocated a majority of its
operations from the Boynton Beach facility to other sites, leaving the existing facilities
snbstantially vacant. Becanse the current market for indnstrial property leasing is very
poor, it will be virtnally impossible for the applicant to both lease all of the existing
indnstrial space and rent any newly constrncted buildings. Thns, it is financially unfeasible
for the applicant to develop a wholly industrial facility on the Motorola Property. In
addition, the market in the Boynton Beach area strongly favors the construction of new
housing and sit-down restaurants and other businesses to support such residential
development. The combination ofthe existing Motorola facility with a new multi-use
project would be economically beneficial both the Motorola Property and the surrounding
commercial properties. It also would provide much-needed housing stock for the area.
4) Whether the proposed land use amendment/rezoning would be compatible
with utility systems, roadways and other public facilities.
The Motorola Property is presently vested for utility, roadway and other
public facility capacity. Additionally, the utility (water, sewer and stormwater) and
roadway systems that serve the Motorola Property and surrounding developments already
have capacity to provide the necessary services/levels of service.
5) Whether the proposed land use amendment/rezoning would be compatible
with the current and future use of adjacent and nearby properties or would affect the property
values of adjacent and nearby properties.
See the response to Section lI(g)(2) above.
6) Whether the property is physically and economically developable under
the existing land use designation/zoning.
See the response to Section lI(g)(3) above.
7) Whether the proposed land use amendment/rezoning is of a scale that is
reasonably related to the needs of the neighborhood and the city as a whole.
As noted above, the Motorola Property is currently approved as a
Development of Regional Impact. Thus, the city has already determined that the
development is of a scale that is reasonably related to the needs of the neighborhood and
the city as a whole. The proposed amendment to the land use and zoning for a portion of
the Motorola Property will not cause any additional impacts to either the neighborhood or
the city, as explained in more detail in the responses in Section lI(h) below.
8) Whether there are adequate sites elsewhere in the city for the proposed
use, in districts where such use is already allowed.
3
006.269219.1
There is very little vacant property remaining in the City of Boynton Beach
on which to develop a multi-use residential/commercial project of the size proposed. Few,
if any, ofthe remaining vacant parcels are located in an area served by three major
roadways - Boynton Beach Boulevard, Gateway Boulevard and Congress Avenue - and
within a mile ofInterstate 95.
The Motorola Property is unique in that it consists of an existing
industrial/office/warehouse facility with vacant land on which additional buildings can be
constructed. No other property within the city limits meets those criteria. The proximity
of the Motorola Property to the Quantum Park development, the Boynton Beach Mall and
surrounding commercial and residential projects will create a synergy in the area not
available in other parts of the city.
h. A comparison of the impacts that would be created by development under the
proposed zoning, with the impacts that would be created by development under the existing
zoning, which will include:
1) A comparison of the potential square footage, number and type of
dwelling units under the existing zoning with that which would be allowed under the proposed
zoning or development.
There are no dwelling units permitted under the existing zoning for
the Property. The applicaut has proposed to rezone the property to allow development of
500 multi-family units, with a mixture of 1, 2 and 3-bedroom apartments, on approximately
31 acres.
2) A statement of the uses that would be allowed in the proposed zoning or
development, and any particular uses that would be excluded.
The existing industrial/office/warehouse facility located on approximately
40.09 acres of the site will retain its existing zoning and land use. The remaining 45.45
acres of vacant property on site will be rezoned to Commnnity Commercial to allow the
development of 500 multi-family dwellings and 40,000 square feet of commercial space.
3) Proposed timing and phasing of the development.
The timing and phasing of the development will be as set forth in the
Development Order for the Motorola DR!.
4) For proposed zoning of property to commercial or industrial districts,
where the area of subject parcel exceeds one (1) acre, projections for the number of employees.
The proposed development program for the Motorola Property will include
450,000 square feet of office space, 128,000 square feet of warehouse/storage area, a day
4
006.269219.1
care center, several restaurants, a bank and other facilities, which will employ several
hundred people on a full-time basis. Employees who work in project businesses can obtain
housing at the 500 on-site apartment units.
5) A comparison of traffic which would be generated under the proposed
zoning or development, with the traffic that would be generated under the current zoning; also,
an analysis of traffic movements at the intersections of driveways that would serve the property
and surrounding roadways, and improvements that would be necessary to accommodate such
traffic movements. For projects that generate move than five hundred (500) net trips per day, a
traffic impact analysis must be submitted which complies with the Municipal Implementation
Ordinance of the Palm Beach County Traffic Performance Standards Ordinance.
The Motorola Property is subject to a Development of Regional Impact
Development Order dated January 7,1980 and is vested from the provisions of the Palm
Beach County Traffic Performance Standards Ordinance.
a) For projects that generate two thousand (2,000) or more net trips
per day, the traffic impact analysis must be submitted to the City at least 30 days prior to the
deadline for land use amendment and/or rezoning, in order to allow for timely processing of the
application and review by the City's traffic consultant and Palm Beach County. The applicant
shall be billed for the cost ofreview by the City's traffic consultant.
See the attached traffic impact analysis prepared by Pinder
Troutman. A copy of the traffic impact analysis has been forwarded to Palm Beach
County under separate cover.
b) For projects that generate between five hundred (500) and two
thousand (2,000) net trips per day, the traffic impact analysis must be submitted at the
application deadline for land use amendment and/or rezoning, in order to allow for timely
processing of the application and review by Palm Beach County. However, ifit is the desire of
the applicant to utilize the City's traffic consultant for review of the traffic impact analysis prior
to review by Palm Beach County, then the procedure and requirements outlined under item "a"
above shall be followed.
Not applicable.
6) For parcels larger than one (l) acre, a comparison of the water demand for
development under the proposed zoning or development with water demand under the existing
zoning. Water demand shall be estimated using the standards adopted by the Palm Beach County
Health Department for estimating such demand, unless a registered engineer justifies different
standards. Commitment to the provision of improvements to the water system shall also be
included, where existing facilities would be inadequate to serve development under the proposed
zonmg.
See the attached comparison of water demand prepared by Mock Roos.
Existing off-site facilities are adequate to serve development under the proposed zoning.
The developer will construct any required on-site improvements.
5
006.269219.1
7) For parcels larger than one (I) acre, a comparison of sewage flows that
would be generated under the proposed zoning or development with that which would be
generated under the existing zoning. Sewage flows shall be estimated using the standards
adopted by the Palm Beach County Health Department for estimating such flows, unless a
registered engineer justifies different standards. Commitment to the provision of improvements
to the sewage collection system shall also be included, where the existing facilities would be
inadequate to serve development under the proposed zoning.
See the attached comparison of sewer demand prepared by Mock Roos.
Existing off-site facilities are adequate to serve development under the proposed zoning.
The developer will construct any necessary on-site improvements.
8) For proposed residential developments larger than one (I) acre, a
comparison of the projected population under the proposed zoning or development with the
projected population under the existing zoning. Population projections according to age groups
for the proposed development shall be required where more than fifty (50) dwellings, or 50
sleeping rooms in the case of group housing, would be allowed under the proposed zoning.
The projected population of the Motorola Property under the existing zoning
is zero (0). The projected population under the proposed zoning is 1,250 people in the 500
multi-family units. It is expected that the population of the proposed dwelling units will be
demographically similar to the population of the City of Boynton Beach.
9) At the request of the Planning Division, Planning and Development Board,
or City Commission, the applicant shall also submit proposals for minimizing land use conflicts
with surrounding properties. The applicant shall provide a summary of the nuisances and hazards
associated with development under the proposed zoning, as well as proposals for mitigation of
such nuisances and hazards. Such summary shall also include, where applicable, exclusion of
particular uses, limitations on hours of operation, proposed location of loading areas, dumpsters,
and mechanical equipment, location of driveways and service entrance, and specifications for
site lighting. Nuisances and hazards shall be abated or mitigated so as to conform to the
performance standards contained in the City's zoning regulations and the standards contained in
the City's noise control ordinance. Also, statements concerning the height, orientation, and bulk
of structures, setbacks from property lines, and measures for screening and buffering the
proposed development shall be provided. At the request of the Planning and Development Board
or City Commission, the applicant shall also state the type of construction and architectural
styles that will be employed in the proposed development.
Not applicable,
10) At the request of the Planning Division, Planning and Development Board,
or City Commission, the applicant shall also submit the following information:
Not applicable.
6
006.269219.1
a) Official soil conservation service classification by soil associations
and all areas subj ect to inundation and high ground water levels.
b) Existing and proposed grade elevations.
c) Existing or proposed water bodies.
See survey included with application package.
d) Form of ownership and form of organization to maintain common
spaces and recreation facilities.
e) A written commitment to the provision of all necessary facilities
for storm drainage, water supply, sewage collection and treatment, solid waste disposal,
hazardous waste disposal, fire protection, easements or rights-of-way, roadways, recreation and
park areas, school sites, and other public improvements or dedications as may be required.
11) For rezonings to planned zoning districts, the specific requirements for
submission of applications for rezoning to such districts shall also be satisfied. Furthermore, all
materials required for a subdivision master plan shall also be submitted.
Not applicable. The applicant will submit Site Plan Review Application to
the City following approval of the proposed amendments to the DR! Development Order,
land use designation and zoning.
12) Where conformance with the county's Environmentally Sensitive Lands
Ordinance is required, an Application for Alteration of Environmentally Sensitive Lands
(Environmental Impact Study) must be submitted to the Palm Beach County Department of
Environmental Resources Management (copy to City) prior to or concurrent with the submittal
of the Land Use Amendment and/or Rezoning Application to the City.
Not applicable,
7
006.269219.1
PIHDER TitOUTMfiH COHSULTIHG. IHC.
EXHIBIT "B"
Transportation Planners and Engineers
November 1, 2002
2324 South Congrt'ss Avenue, Suite J II
Wf'st Palm 8ear:h, FL 3340h
(561) 4.141644 Fax 434-1h(d
W\VW pinrlerlroulman.r:(!/ll
Mr. Khurshid Mohyuddin
Palm Beach County Planning
100 Australian Avenue
West Palm Beach, FL 33406
Re: Motorola DRI NOPe - #PTC02-129
Dear Mr. Mohyuddin:
Attached please find a Comprehensive Plan Amendment trip generation analysis for the above
referenced project.
The existing land use designation on the 85.54 acre site is Industrial. It is Proposed to change the
land use on a portion of the site. Proposed land use designations are local Retail Commercial on
45.45 acres and Industrial on the remaining 40.09 acres. City code allows 40% lot coverage and 4
stories for Local Retail Commercial and 60% lot coverage and 4 stories for Industrial.
The owner/developer cannot build to this intensity because of an existing ORion the property.
Therefore, the owner/developer will voluntarily restrict the uses and intensities of the site. The
maximum development will be limited based on the total external trips approved for the existing
DR/.
Attachment 1 presents a comparative trip generation analysis for the existing land use designation,
proposed land use designation and the proposed development plan. The maximum 13,020 new
external daily trips is the threshold currently approved under the Motorola DR/.
Please call this office is you have any comments.
KMP/ldr
Enclosures
cc: Dick Hudson
Jeff Douglas
Duke Woodson
NUl' - ~ '2002
l('fterMohyuddin02_129 11-102
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4
THIS
SITE
QUANTUM
CORPORATE
PARK
L.W.D.D EQUo\lJZAlIOH
CNW. E-4
BOYNTON
BrACH
MALl
PROPERTY DESCRIPTION:
LOCATION MAP
N.T.S.
ALL THAT PART OF THE PLAT OF MOTOROLA, A PLANNED INDUSTRIAL DEVELOPMENT, ACCORDING TO THE
PLAT THEREOF, AS RECORDED IN PLAT BOOK 43, PAGE 139 OF PALM BEACH COUNTY, FLORIDA PUBLIC
RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL 1
COMMENCING AT THE NORTHEAST CORNER OF SAID PLAT OF MOTOROLA, SAID POINT LYING 50.00 FEET
SOUTH OF, AS MEASURED AT RIGHT ANGLES TO THE CENTERLINE OF NW 22nd AVENUE AND LYING ON THE
WESTERLY RIGHT-OF-WAY LINE OF THE LAKE WORTH DRAINAGE DISTRICT EQUALIZING CANAL E-4;
THENCE FROM SAID POINT OF COMMENCEMENT, SOUTH 07 DEGREES 10 MINUTES 03 SECONDS EAST
(BEARINGS MENTIONED HEREIN ARE IN THE MERIDIAN OF SAID PLAT OF MOTOROLA AND ALL OTHER
BEARINGS HEREIN ARE IN REFERENCE THERETO), ALONG THE WESTERLY RIGHT-OF-WAY LINE OF SAID
LAKE WORTH DRAINAGE DISTRICT EQUALIZING CANAL E-4, A DISTANCE OF 4.02 FEET TO THE POINT OF
BEGINNING; THENCE CONTINUE SOUTH 07 DEGREES 10 MINUTES 03 SECONDS EAST, ALONG SAID
WESTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 1172.27 FEET TO THE POINT OF CURVATURE OF A CURVE
TO THE RIGHT, HAVING A RADIUS OF 398.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE,
CONTINUING ALONG SAID WESTERLY RIGHT-OF-WAY LINE, THROUGH A CENTRAL ANGLE OF 17 DEGREES 25
MINUTES 38 SECONDS, A DISTANCE OF 121.06 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 10
DEGREES 15 MINUTES 35 SECONDS WEST, CONTINUING ALONG SAID WESTERLY RIGHT-OF-WAY LINE, A
DISTANCE OF 978.11 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT, HAVING A RADIUS OF
393.19 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, CONTINUING ALONG SAID WESTERLY
RIGHT-OF-WAY LINE, THROUGH A CENTRAL ANGLE OF 22 DEGREES 26 MINUTES 28 SECONDS, A DISTANCE
OF 154.00 FEET TO A POINT OF TANGENCY; THENCE SOUTH 12 DEGREES 10 MINUTES 53 SECONDS EAST,
CONTINUING ALONG SAID WESTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 72.61 FEET TO THE SOUTHEAST
CORNER OF SAID PLAT OF MOTOROLA; THENCE SOUTH 88 DEGREES 55 MINUTES 53 SECONDS WEST,
ALONG THE SOUTH LINE OF SAID PLAT OF MOTOROLA, ALSO BEING THE NORTH RIGHT-OF-WAY LINE OF
THE BOYNTON CANAL C-16, AS RECORDED IN OFFICIAL RECORDS BOOK 3553, PAGE 982, PALM BEACH
COUNTY, FLORIDA PUBLIC RECORDS, A DISTANCE OF 1478.02 FEET TO AN INTERSECTION WITH THE
EASTERLY RIGHT-OF-WAY LINE OF CONGRESS AVENUE, BEING THE EAST LINE OF THAT CERTAIN 10 FOOT
WIDE STRIP OF LAND AS SHOWN ON SAID PLAT OF MOTOROLA AS ADDITIONAL RIGHT-OF-WAY DEDICATED
BY SAID PLAT; THENCE NORTH 00 DEGREES 12 MINUTES 55 SECONDS WEST, ALONG SAID EASTERLY
RIGHT-OF-WAY LINE, A DISTANCE OF 518.04 FEET; THENCE NORTH 04 DEGREES 21 MINUTES 02 SECONDS
EAST, ALONG THE EASTERLY RIGHT-OF-WAY LINE OF CONGRESS AVENUE, AS RECORDED IN OFFICIAL
RECORDS BOOK 6654, PAGE 408, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS, A DISTANCE OF 130.08
FEET; THENCE NORTH 00 DEGREES 38 MINUTES 39 SECONDS EAST, CONTINUING ALONG SAID EASTERLY
RIGHT-OF-WAY LINE, A DISTANCE OF 185.90 FEET; THENCE NORTH 89 DEGREES 33 MINUTES 31 SECONDS
EAST, A DISTANCE OF 999.30 FEET; THENCE NORTH 00 DEGREES 49 MINUTES 58 SECONDS WEST, A
DISTANCE OF 162.94 FEET; THENCE NORTH 89 DEGREES 10 MINUTES 46 SECONDS EAST, A DISTANCE OF
266.41 FEET; THENCE NORTH 10 DEGREES 15 MINUTES 35 SECONDS EAST A DISTANCE OF 279.13 FEET;
THENCE NORTH 07 DEGREES 10 MINUTES 03 SECONDS WEST, A DISTANCE OF 1033.22 FEET; THENCE
NORTH 00 DEGREES 55 MINUTES 13 SECONDS WEST, A DISTANCE OF 185.00 FEET TO AN INTERSECTION
WITH THE SOUTH RIGHT-OF-WAY LINE OF NW 22ND AVENUE BEING THE SOUTH LINE OF THAT CERTAIN 4.0
FOOT WIDE STRIP OF LAND AS SHOWN ON SAID PLAT OF MOTOROLA AS ADDITIONAL RIGHT-OF-WAY
DEDICATED BY SAID PLAT; THENCE NORTH 89 DEGREES 04 MINUTES 47 SECONDS EAST ALONG SAID
SOUTH RIGHT-OF-WAY, A DISTANCE OF 300.00 FEET TO THE POINT OF BEGINNING;
THIS IS NOT A SURVEY. SHEET 1 OF 4
Oailey. Fotopny, inc.
land surveyors - pTanners
5050 10th Avenue North. Suite B -
Lake W~h FL 33463-2602
1'IwnJJ: 561-965-8787 F=: 561-965-8963
PREPARED FOR:
SCALE: N.T.S.
OWN. H.L.N. I CHK. P.J.F.
DATE: 10-10-02
JOB NO. 79-0203ZH
MOTOROLA
,.
PROPERTY DESCRIPTIC (CONTINUED):
"'"
TOGETHER WITH ALL THAT PART OF THE PLAT OF MOTOROLA, A PLANNED INDUSTRIAL
DEVELOPMENT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 43, PAGE 139 OF
PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
PARCEL 2
COMMENCING AT THE NORTHEAST CORNER OF SAID PLAT OF MOTOROLA, SAID POINT LYING
50.00 FEET SOUTH OF, AS MEASURED AT RIGHT ANGLES TO THE CENTERLINE OF NW 22nd AVENUE
AND LYING ON THE WESTERLY RIGHT-OF-WAY LINE OF THE LAKE WORTH DRAINAGE DISTRICT
EQUALIZING CANAL E-4; THENCE FROM SAID POINT OF COMMENCEMENT, SOUTH 07 DEGREES 10
MINUTES 03 SECONDS EAST (BEARINGS MENTIONED HEREIN ARE IN THE MERIDIAN OF SAID PLAT OF
MOTOROLA AND ALL OTHER BEARINGS HEREIN ARE IN REFERENCE THERETO), ALONG THE
WESTERLY RIGHT-OF-WAY LINE OF SAID LAKE WORTH DRAINAGE DISTRICT EQUALIZING CANAL E-4
,A DISTANCE OF 1176.29 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT, HAVING A
RADIUS OF 398.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, CONTINUING ALONG
SAID WESTERLY RIGHT-OF-WAY LINE, THROUGH A CENTRAL ANGLE OF 17 DEGREES 25 MINUTES 38
SECONDS, A DISTANCE OF 121.06 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 10 DEGREES
15 MINUTES 35 SECONDS WEST, CONTINUING ALONG SAID WESTERLY RIGHT-OF-WAY LINE, A
DISTANCE OF 978.11 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT, HAVING A
RADIUS OF 393.19 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, CONTINUING ALONG
SAID WESTERLY RIGHT-OF-WAY LINE, THROUGH A CENTRAL ANGLE OF 22 DEGREES 26 MINUTES 28
SECONDS, A DISTANCE OF 154.00 FEET TO A POINT OF TANGENCY; THENCE SOUTH 12 DEGREES 10
MINUTES 53 SECONDS EAST, CONTINUING ALONG SAID WESTERLY RIGHT-OF-WAY LINE, A DISTANCE
OF 72.61 FEET TO THE SOUTHEAST CORNER OF SAID PLAT OF MOTOROLA; THENCE SOUTH 88
DEGREES 55 MINUTES 53 SECONDS WEST, ALONG THE SOUTH LINE OF SAID PLAT OF MOTOROLA,
ALSO BEING THE NORTH RIGHT-OF-WAY LINE OF THE BOYNTON CANAL C-16, AS RECORDED IN
OFFICIAL RECORDS BOOK 3553, PAGE 982, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS, A
DISTANCE OF 1478.02 FEET TO AN INTERSECTION WITH THE EASTERLY RIGHT-OF-WAY LINE OF
CONGRESS AVENUE, BEING THE EAST LINE OF THAT CERTAIN 10 FOOT WIDE STRIP OF LAND AS
SHOWN ON SAID PLAT OF MOTOROLA AS ADDITIONAL RIGHT-OF-WAY DEDICATED BY SAID PLAT;
THENCE NORTH 00 DEGREES 12 MINUTES 55 SECONDS WEST, ALONG SAID EASTERLY
RIGHT-OF-WAY LINE, A DISTANCE OF 518.04 FEET; THENCE NORTH 04 DEGREES 21 MINUTES 02
SECONDS EAST, ALONG THE EASTERLY RIGHT-OF-WAY OF CONGRESS AVENUE, AS RECORDED IN
OFFICIAL RECORDS BOOK 6654, PAGE 408, PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS, A
DISTANCE OF 130.08 FEET; THENCE NORTH 00 DEGREES 38 MINUTES 39 SECONDS EAST,
CONTINUING ALONG SAID EASTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 250.40 FEET TO THE
POINT OF BEGINNING; THENCE NORTH 00 DEGREES 38 MINUTES 39 SECONDS EAST,
CONTINUING ALONG SAID EASTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 13.08 FEET; THENCE
NORTH 25 DEGREES 55 MINUTES 15 MINUTES WEST, CONTINUING ALONG SAID EASTERLY
RIGHT-OF-WAY LINE, A DISTANCE OF 26.83 FEET; THENCE NORTH 00 DEGREES 38 MINUTES 39
SECONDS WEST, CONTINUING ALONG SAID EASTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 155.43
FEET; THENCE NORTH 00 DEGREES 24 MINUTES 18 SECONDS WEST, CONTINUING ALONG SAID
EASTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 241.34 FEET TO AN INTERSECTION WITH THE
EASTERLY RIGHT-OF-WAY LINE OF CONGRESS AVENUE, BEING THE EAST LINE OF THAT CERTAIN 10
FOOT WIDE STRIP OF LAND AS SHOWN ON SAID PLAT OF MOTOROLA AS ADDITIONAL RIGHT-OF-WAY
DEDICATED BY SAID PLAT; THENCE NORTH 01 DEGREES 44 MINUTES 21 SECONDS WEST, ALONG
SAID EASTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 408.01 FEET; THENCE NORTH 89 DEGREES 33
MINUTES 31 SECONDS EAST, A DISTANCE OF 150.11 FEET; THENCE SOUTH 01 DEGREES 44 MINUTES
21 SECONDS WEST, A DISTANCE OF 298.39 FEET; THENCE SOUTH 28 DEGREES 15 MINUTES 39
SECONDS EAST, A DISTANCE OF 138.72 FEET; THENCE SOUTH 00 DEGREES 49 MINUTES 14 SECONDS
EAST, A DISTANCE OF 420.90 FEET; THENCE SOUTH 89 DEGREES 33 MINUTES 31 SECONDS EAST, A
DISTANCE OF 213.61 FEET TO THE POINT OF BEGINNING;
TOGETHER WITH ALL THAT PART OF THE PLAT OF MOTOROLA. A PLANNED INDUSTRIAL
DEVELOPMENT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 43, PAGE 139 OF
PALM BEACH COUNTY, FLORIDA PUBLIC RECORDS, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
PARCEL 3
COMMENCING AT THE NORTHEAST CORNER OF SAID PLAT OF MOTOROLA, SAID POINT LYING
THIS IS NOT A SURVEY. SHEET 2 OF 4
...
~
Dailey. Fo1opo)', ioc.
land surveyors - pTanners
5050 10th Avenue North Su.ite B -
Lake Worth FL 33463-2602
l'rIDM: 561-965-8787 Fru: 561-965-8963
PREPARED FOR:
~ N.T.S.
SCALE:
OWN. H.LN. I CHK. P.J.F.
DATE: 10-10-02
JOB NO. 79-0203ZH
...
MOTOROLA
.-
PROPERTY DESCRIPTIt (CONTINUED):
50.00 FEET SOUTH OF, AS MEASURED AT RIGHT ANGLES TO THE CENTERLINE OF NW 22nd AVENUE
AND LYING ON THE WESTERLY RIGHT-OF-WAY OF THE LAKE WORTH DRAINAGE DISTRICT
EQUALIZING CANAL E-4; THENCE FROM SAID POINT OF COMMENCEMENT, SOUTH 07 DEGREES 10
MINUTES 03 SECONDS EAST (BEARINGS MENTIONED HEREIN ARE IN THE MERIDIAN OF SAID PLAT OF
MOTOROLA AND ALL OTHER BEARINGS HEREIN ARE IN REFERENCE THERETO), ALONG THE
WESTERLY RIGHT-OF-WAY OF SAID LAKE WORTH DRAINAGE DISTRICT CANAL E-4, A DISTANCE OF
4.02 FEET TO AN INTERSECTION WITH THE SOUTH RIGHT-OF-WAY LINE OF NW 22ND AVENUE BEING
THE SOUTH LINE OF THAT CERTAIN 4.0 FOOT WIDE STRIP OF LAND AS SHOWN ON SAID PLAT OF
MOTOROLA AS ADDITIONAL RIGHT-OF-WAY DEDICATED BY SAID PLAT; THENCE SOUTH 89 DEGREES
04 MINUTES 47 SECONDS WEST, ALONG SAID SOUTH RIGHT-OF-WAY LINE, A DISTANCE OF 931.19
FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 89 DEGREES 04 MINUTES 47
SECONDS WEST, ALONG SAID SOUTH RIGHT-OF-WAY LINE, A DISTANCE OF 471.99 FEET; THENCE
SOUTH 45 DEGREES 24 MINUTES 34 SECONDS WEST ALONG THE EASTERLY RIGHT-OF-WAY LINE OF
CONGRESS AVENUE, AS RECORDED IN OFFICIAL RECORDS BOOK 6654, PAGE 410, PALM BEACH
COUNTY, FLORIDA PUBLIC RECORDS, A DISTANCE OF 55.26 FEET: THENCE SOUTH 01 DEGREES 44
MINUTES 21 SECONDS WEST, CONTINUING ALONG SAID EASTERLY RIGHT-OF-WAY LINE, A DISTANCE
OF 198.34 FEET; THENCE SOUTH 05 DEGREES 32 MINUTES 47 SECONDS WEST, CONTINUING ALONG
SAID EASTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 240.97 FEET TO AN INTERSECTION WITH THE
EASTERLY RIGHT-OF-WAY LINE OF CONGRESS AVENUE, BEING THE EAST LINE OF THAT CERTAIN 10
FOOT WIDE STRIP OF LAND AS SHOWN ON SAID PLAT OF MOTOROLA AS ADDITIONAL RIGHT-OF-WAY
DEDICATED BY SAID PLAT; THENCE SOUTH 01 DEGREES 44 MINUTES 21 SECONDS WEST,
CONTINUING ALONG SAID EASTERLY RIGHT-OF-WAY LINE, A DISTANCE OF 188.39 FEET; THENCE
NORTH 89 DEGREES 33 MINUTES 31 SECONDS EAST, A DISTANCE OF 208.30 FEET; THENCE NORTH 00
DEGREES 26 MINUTES 29 SECONDS WEST, A DISTANCE OF 207.27 FEET TO A POINT OF CURVATURE
OF A CURVE TO THE RIGHT, HAVING A RADIUS OF 198.94 FEET; THENCE NORTHERLY AND WESTERLY
ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 85 DEGREES 32 MINUTES 37
SECONDS, A DISTANCE OF 297.03 FEET TO THE END OF SAID CURVE; THENCE NORTH 00 DEGREES 54
MINUTES 59 SECONDS WEST, A DISTANCE OF 19.95 FEET TO A POINT OF CURVATURE OF A CURVE
TO THE RIGHT, HAVING A RADIUS OF 87.00 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF
SAID CURVE, THROUGH A CENTRAL ANGLE OF 42 DEGREES 20 MINUTES 30 SECONDS, A DISTANCE
OF 64.29 FEET TO THE POINT OF TANGENCY; THENCE NORTH 41 DEGREES 25 MINUTES 31 SECONDS
EAST, A DISTANCE OF 119.55 FEET TO A POINT OF CURVATURE OF A CURVE TO THE LEFT, HAVING A
RADIUS OF 288.00 FEET; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A
CENTRAL ANGLE OF 22 DEGREES 20 MINUTES 41 SECONDS, A DISTANCE OF 112.32 FEET TO THE
POINT OF BEGINNING.
PARCEL 1 CONTAINING: 1805443 SQUARE FEET OF 41.447 ACRES, MORE OR LESS
PARCEL 2 CONTAINING: 160297 SQUARE FEET OF 3.680 ACRES, MORE OR LESS
PARCEL 3 CONTAINING: 198997 SQUARE FEET OF 4.568 ACRES, MORE OR LESS
TOTAL CONTAINING: 2164737 SQUARE FEET OF 49.695 ACRES, MORE OR LESS
SUBJECT TO EASEMENTS, RESTRICTIONS, RESERVATIONS AND RIGHTS OF WAY OF RECORD.
NOTES:
1. BEARINGS SHOWN HEREON ARE RELATIVE TO THE WEST LINE OF THE SOUTHWEST ONE-QUARTER
OF SECTION 17, TOWNSHIP 45 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA. LINE BEARS
NORTH 01 DEGREES 44 MINUTES 21 SECONDS EAST.
CERTIFICATION:
I HEREBY CERTIFY THAT THE PROPERTY DESCRIPTION AND SKETCH REPRESENTED HEREON,
MEET THE MINIMUM TECHNICAL STANDARDS FOR PROPERTY DESCRIPTI NS IN THE STATE OF
FLORIDA, IN ACCORDANCE WITH CHAPTER 61G17-6 FLORIDAADMINIST IVE CODE, SET FORTH
BY THE FLORIDA BOARD OF LAND SURVEYORS, PURSUANT TO S~I 2.027, FLORIDA
STATUTES. \ J
~
CURVE
Al
A2.
RADIUS
288.00
87.00
198.94
PARC 1
CENTRAl ANGLE LENGTH
1,25'38" 121.06
2'26'28" 154.00
PARCEL 3
CENTRAl ANGLE LENGTH
22'20' 41" 112.32
42'20'30" 64.29
85'32'37" 297.03
rl - - G..TEWAY l...Jui.EVARD (NY; '22;d-AVENUE)'1
(ORB 1738, M. 1888)
1--- ~ --- . ----I
I 4' AIlOlI1O!<\L NORIH PlAT ~ E! 4~02' I
I R/W PER PlAT UlMTS "' SJJT I01l3"E I
II P.O.C. ~ ~ ~ lIi. II
SOUTH R/W NORTHEAST CORNER OF ai- ~i! ~ I
I ~E22ND MOTOROLA, A PLANNEO .iil"~ I"'~ I
I INOUSTRIAL OEVELOPMENT ~~ m~ lie I
PLAT BOOK 43, PAGE 139, n;;~ -
I PALM BEACH COUNlY RECOROS ..... I
L___________________J
DETAIL 'A'
1"-100'
L
CURVE
Cl
C2
C3
50'
- =-=- -: ==t- - -
~
WEST PLAT
UMITS
198."1:4'
50 1 044Y21
240.07'
S05032Y47"W
~OE~ ----
B 66 ,PG. 410 R6 SEE
PARCEL 3 RETAIL D AIL 'A'
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_0
RETAIL -c
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- ~~
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208.30' - O:~Cl ~~
N8lr33'31-E 0 ~o~
298.39' e D:il:N (T\
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2-STORY LDr ~~S ~
BUIlDING '0'
138.72'
528"1539-E R5
RETAIL
188.''1:9'
501044Y21 "W
150.11'
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WEST UNE OF THE
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W::> iilGO
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SW CORNER Of
SECTIOt~ 17-45-43
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BUILDING 'c'
__ ~~Y~E~~d:J?'
TRUCK DOCK '":i"
CONCREl'E l!l_
LCWlINll ~b
I>REA 268.f1' ~
N89'10 46"E
i-
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999.30 N8lr33 31 E 5~
( P.O.B. ) I
PARCEL 2 R4
185.00' RETAIL
NOO"38Y39-E I
~IrY I PAR eEL
OONGREss I
I ~(puEI
PJ LEGEND:
I R3 I ORB OFFICIAL RECORDS BOOK I
~. It) RETAIL PB PLAT BOOK
ill ~ It) PG. PAGE
.. GO C\oI I P.O.B. POINT OF BEGINNING I
1;;0 b P.O.C. POINT OF COMMENCEMENT
!l! 15 R/W RIGHT-OF-WAY
'" z I (P) PER PLAT
~I 10'~
'"
"'l R DEDICATED
... BY PLAT
~ 1478.02 588"5553
BOYNTON CANAL C-16
THiS IS NOT A SURVEY.
155...."1:.
NOO"38739-E
26.~3'
N25055 15"W
13.Q8'
NOO"38'39-E
RIW DEED
o~s 665.... PO. 408
o
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sa
o
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o
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-
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iiE
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~
~
:5
WEST PLAT
UMITS
72.~1'
512"10 53-E
~
~RlH ~ Of
C-16
ORe _~ 982)
SHEET 4 OF 4
(Jailey. Foto~ny. inc.
land surveyors - pTanners
5050 lOth Avenue North Suite B -
liI.lce Worth FL 33463-2602
Pfwne: 561-965-8787 Fo.::: 561-965-8963
PREPARED FOR:
SCALE: 1"=300'
OWN. H.L.N. I CHK. P.J.F.
DATE: 10-10-02
JOB NO. 79-0203ZH
MOTOROLA
EXHIBITS
TO
AGREEMENT FOR THE PURCHASE
AND SALE OF COMMERCIAL REAL ESTATE
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit]
Boynlon_P&S
Legal Description of Property
List of Equipment.
List of Service Contracts
Permitted Exceptions
Special Warranty Deed
Bill of Sale
Leaseback
Assignment and Assumption of
Service Contracts
Assignment and Assumption of Lease(s)
EXHIBIT D
PERMITTED EXCEPTIONS
1. The exclusions and general exceptions (except those relating to the mechanics lien claims
caused by. through or under Seller) in the Title Commitment.
~ The specific exceptions in the Title Commitment that the Title Company has not agreed
to remove from the Title Commitment as of the end of the Inspection Period.
3. Items shown on the Survey, which have not been removed as of the end of the Inspection
Penod.
4. Real estate taxes and special assessments not yet due and payable.
5. Matters learned by or described to Purchaser or its agents prior to the expiration of the'
Inspection Period.
6. Environmental matters.
7. Matters caused by. through or under Purchaser.
8. Leaseback from Purchaser to Seller
9. Antenna cell site leases/licenses currently in place.
10. Matters the title company agrees to endorse over.
BoynlOn_P&S
EXHIBIT E
SPECIAL WARRANTY DEED
SPECIAL WARRANTY DEED
THIS INSTRUMENT WAS
PREPARED BY:
Stephen J. Szabo. Ill. Esq.
Foley & Lardner
100 North Tampa Street
Suite 2700
Tampa. Florida 33602.5804
AND AFTER RECORDING
RETURN TO:
(The above snace for Recorder's Use Onlv)
SPECIAL WARRANTY DEED
THIS INDENTURE. made this _ day of September. 2002, between Motorola, Inc., a
Delaware corporation (hereinafter called the "Grantor"), whose address is 1303 E. Algonquin
Road, 7th Floor. Schaumburg, illinois, 60196, and , a
whose address is
(hereinafter called the "Grantee"). Wherever used herein the terms "Grantor" and "Grantee"
include all the parties to this instrument and the heirs. legal representatives, and assigns.
W!TN~~~EIH:
That the Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other
good and valuable consideration, to it in hand paid, the receipt whereof is hereby acknowledged,
by these presents does grant, bargain, sell, alien. remise, release, convey and confirm unto the
Grantee, its successors and assigns forever. all that certain land situate in the City of Boynton
Beach. County of Palm Beach. State of Florida. as more particularly described in the Exhibit A
attached hereto and by this reference made a part hereof.
TOGETHER WITH all the rights. privileges. easements, tenements, hereditaments. and.
appurtenances thereto belonging or in anywise appertaining, and all buildings and other
structures, fixtures and improvements owned by Grantor and located on said land.
TO HA VE AND TO HOLD the same in fee simple forever.
AND the Grantor hereby covenants with said Grantee that it will warrant and defend the
same against the lawful claims of all persom claiming by, through or under said Grantor, but
against none other.
SUBJECT TO real estate taxes and assessments, which are not yet delinquent, and all
subsequent years. and the permitted exceptions listed on Exhibit B attached hereto and by this
reference made a part hereof.
IN WITNESS WHEREOF. the Grantor has caused these presents to be duly authorized in
its name and by those thereunto duly authorized, the day and year first above written.
Signed. sealed and delivered in the
presence of:
Print Name.
As Witness
MOTOROLA, INc.. a
Delaware corporation
By:
Its:
Print Name:
As Witness
COUNTY OF
)
)
)
ss.
STATE OF
The foregoing instrument was acknowledged before me this _ day of September,
2002. by . as of Motorola, Inc., a Delaware corporation, on
behalf of said corporation who is personally known to me or who has produced a valid driver's
license as identification.
NOTARY PUBLIC
Name:
Serial No.
My Commission expires:
-2-
Exhibit A to Special '''arrant" Deed
(Legal Description-See EXHIBIT A)
A-I
E^..ibil B to Special Warrant\' Deed
Permitted Exceptions
1. Real Estate taxes and special assessments not yet due and payable, and all subsequent
years.
1 Environmental matters.
3.
Leaseback dated
as Tenant.
. 2002 by and between Grantee, as Landlord and Grantor,
4. Rights of tenants as tenants only under the following five unrecorded leases/licenses:
(a) Antenna Site Lease dated October 1. 1998 by and between Motorola, Inc./Paging
Products Group. a Delaware corporation ("Landlord"), and Motorola, Inc., a
Delaware Corporation, Network Services Division ("Tenant").
(b) Letter dated April 28, 1998 by and between Motorola Boynton Beach and SkyTel
Corp Corporation.
IC) Agreement dated June 1. 2000 by and between Motorola, Inc., a Delaware
corporation and Rusty Butler, doing business as PageS tar, a sole proprietorship.
(d) General Assignment. Bill of Sale and Assumption of Liabilities dated August 31,
1999 by and between Motorola, Inc., a Delaware corporation and Pinnacle Towers
lnc.. a Delaware corporation and Agreement for Purchaser and Sale of Assets dated
June 29, 1999 between Motorola, Inc. and Pinnacle Towers, Inc.
(e) Weblink month-to- month antenna license.
5. Matters which an accurate survey would show. including without limitation the matters
shown on survey prepared by Dailey-Fortorny. Inc. dated [June 3. 2002], Job No. 79-
0203ZE.
6. Easement Deed from Seller in favor of Lakeworth Drainage District recorded in Official
Records Book 13883 Pages 0396 of the Public Records of Palm Beach County, Florida.
7. Easements, Restrictions and Dedications created by the Plat of Motorola, a Planned
Industrial Development, recorded in Plat Book 43. Page 139.
8. Easement(s) granted to Florida Power & Light Company, et aI, recorded in Official
Records Book 3819, Page 1174, of the Public Records of Palm Beach County, Florida.
9. Easement(s) granted to Mark L. Mendel and Joan D. Mendel, husband and wife, together
with covenants and obligations therein, recorded in Official Records Book 7738, Page
1865, of the Public Records of Palm Beach County, Florida.
(846071.1)
Boynlon_P&S
] O. Terms. covenants. conditions and rights ,et forth in the Agreemehi between Motorola.
Inc. and Nextel South Corp., a Georgia corporation, dated November 9, 1998 and
Memorandum thereof recorded January 15. 1999. in Official Records Book 10876, Page
816 and refiled May 11. 1999 in Official Record, Book 11099, Page 1789, together with
easement right, therein. of the Public Records of Palm Beach County. Florida.
11. Easements(sl granted to Southern Bell Telephone and Telegraph Company, recorded in
Official Records Book 4307, Page 1503. of the Public Record, of Palm Beach County,
Florida
12. Mailers caused by. through or under Grantee.
13. Building. zoning and other Jaws and ordinances.
14. Mailers learned by or described to Grantee or its agents prior to the date hereof.
(852613.1)
BoynlOn_P&S
EXHIBIT F
BilL OF SALE
BY THIS BILL OF SALE. for Dollars ($ cash and other good
and valuable consideration. receipt of which is hereby acknowledged, MOTOROLA. INC., a
Delaware corporation ("Seller") , hereby sells, assigns. conveys. transfers and sets over to
("Purchaser"). all of the tangible personal property described in Exhibit A attached hereto (and
hereby made a part hereoO, without warranty, express or implied. except that Seller shall warrant
and defend unto Purchaser and Purchaser's successors and assigns title to such property against
all persons.
,a
Dated:
.2002
MOTOROLA, INC.,
a Delaware corporation
By:
Its:
Boynton_P&S
Bo)'nlon_P&S
EXHmrr G
LEASEBACK
LEASE
BY AND BETWEEN
a
corporation
as Landlord
and
MOTOROLA, INC.. a Delaware corporation.
as Tenant.
LEASE
THIS LEASE ("Lease"), made and entered into this _ day of , 2002. between
MOTOROLA, INC., a Delaware corporation, having an office at ] 303 East Algonquin Road, Schaumburg.
Illinois 60196, (hereinafter called "Tenant") and a
corporation, having an address at
(hereinafter called "Landlord");
1. Premises,
A. Landlord leases to Tenant, and Tenant leases from Landlord, certain portions of the
building located at 1500 Gateway Boulevard, Boynton Beach, Florida 33426 (hereinafter the "Building")
together with all of the improvements situated therein, which portions of the Building Landlord and Tenant
stipulate for all purposes of this Lease, consists of 186,113 rentable square feet of office space and 10,017
rentable square feet of warehouse space (hereinafter collecti\ely the "Premises"). Floor plans of the
Premises are attached hereto as Exhibit A. When Landlord completes the demising wall which is part of
Landlord's Work defined below), Landlord and Tenant agree to amend this Lease, if necessary. to correct
the square footage leased. The Premises are part of the Motorola Boynton Beach facility which includes the
Building totaling approximately 555,790 rentable square feet. and all lands, common areas and facilities
used in connection with the Building as reasonably determined from time to time by Landlord, but
excluding one (l) adjacent separate vacant land parcel for future development and further excluding any
parking area land that may be reclaimed by Landlord in the future for development (collectively referred to
as the "Project").
B. Landlord hereby grants to Tenant. during the Tenn of this Lease or any extension thereof,
the non-exclusive use in common with other tenants or occupants of the Project of not less than four (4)
parking spaces for every] .000 rentable square feet of office or warehouse space leased by Tenant pursuant
to this Lease for use by Tenant's employees, invitees, visitors and agents. Tenant is granted the right to
utilize additional parking spaces if available.
C. Landlord hereby leases to Tenant and acknowledges and approves the equipment in place
on that portion of the rooftop of the Building depicted 011 Exhibit B attached hereto for the installation,
operation, and maintenance of radio transmitting and receiving equipment, microwave, satellite or antennae
communication system devices along with associated other electronic equipment which may be passive
and/or active and mounting structures. Tenant is hereby granted an easement, for the purpose of running
transmission lines, cables, electrical lines and any other associated equipment from the Premises, to the
structures on the rooftop. The location of any rooftop area and related easement areas of these items will
be as reasonably determined by Landlord and Tenant.
D. Landlord agrees that Tenant, Tenant's employees, invitees, visitors and agents will have
access to and dining privileges in the Building cafeteria facilities during the Term of this Lease as long as
the use of this portion of the Building remains a cafeteria or dining facility.
2. Term.
The tenn of this Lease for the Premises shall be for a period of three (3) years, which term shall
commence on INSERT CLOSING DATE (hereinafter "Commencement
Date") and end on ; (hereinafter "Term") said Term subject to extensions
pursuant to agreement of the parties or any option hereinafter set forth.
Boynlon_P&S
3. Base Rent.
Tenant shall pay to Landlord a late charge equal to two percent (2%) of any installment of monthly
Base Rent and any other amount payable under this Lease that is paid late as liquidated damages to
compensate Landlord for costs and inconveniences of special handling and disruption of cash flow. Late
charges and interest in the amount of eighteen percent (18%) per annum shall commence on the tenth
calendar day of each month. Provided. however that the late charge and interest shall not be effective for
the first notice (if any) of late payment in each calendar year.
A. Base Rent -Initial Term.
During the initial Tenn of the Lease. Tenant will pay rent to Landlord in advance and without
demand at the office of the Landlord or at such other place as Landlord from time to time may notify
Tenant in writing monthly base rent. (hereinafter "Base Rent..) payable on the first day of each calendar
month pursuant to the following schedule:
(i) BASE RENT FOR THE PREMISES
LeaseY Il\lonths Annual Base Rent Rate l\1onthl~' Base Rent
ears
1-3 11-36 $1 O.OO/RSF - Office $155.094.16
$ 5.75/RSF -- Warehouse $ 4.799.81
with appropriate proration of Base Rent if the initial Term or any ponion of the Term hereof should
commence on a date other than the first day of a calendar month.
Base Rent in the initial tenn shall be increased on the first day of each Lease Year following the
first full lease vear by two percent (20/c) and Base Rent shall be adjusted and payable accordingly.
For purposes of this Lease. the tenn "Lease Year" means the one year period beginning on the
Commencement Date and ending 364 days thereafter and the anniversary thereof each year.
B. Base Rent - First Renewal Term.
In the event Tenant exercises its option to extend the term of this Lease for the First Renewal Term
pursuant to Section 27 hereof. Tenant will pay Base Rent to Landlord in advance at the office of Landlord
or at such other place as Landlord from time to time may notify Tenant in writing on the first day of each
calendar month pursuant to the lesser of fair market rent determined in accordance with Exhibit C attached
hereto or the following schedule:
(ii) BASE RENT FOR THE PREMISES
Lease Months Annual Base Rent Rate Monthly Base Rent
Years
4-6 37-72 $10.60IRSF - Office $164.399.82
$6.1 OIRSF - warehouse $ 5.091.98
Base Rent in the First Renewal Term shall be increased on the first day of each Lease Year
following the first full lease year of the First Renewal Tern, by two percent (2%) and Base Rent shall be
adjusted and payable accordingly. '
All the other telms and conditions of this Lease shall apply during the First Renewal Term
Boynton_P&S
C. Base Rent - Secl>..d Renewal Tenn.
In the event Tenant exercises its option to extend the term of this Lease for the Second Renewal
Term pursuant to Section 27 hereof. Tenant will pay Base Rent to Landlord in advance at the office of
Landlord or at such other place as Landlord from time to time may notify Tenant in writing on the first day
of each calendar month pursuant to the lesser of fair market rent determined in accordance with Exhibit C
attached hereto or the following schedule.
liii) BASE RENT FOR THE PREMISES
Lease ll\1onths Annual Base Rent Rate Monthly Base Rent
Years
7-9 173-]08 $$] ] .~5IRSF - Office $174.480.94
$6.50IRSF - warehouse $ 5.425.88
Base Rent in the Second Renewal Term shall be increased on the first day of each Lease
Year following the first full lease year of the Second Renewal Term by two percent (2%) and Base Rent
shall be adjusted and payable accordingly.
All the other tenTI' and conditions of this Lease shall apply during the Second Renewal Term.
D. Base Rent - Third Renewal Term.
In the event Tenant exercises its option to extend the term of this Lease for the Third Renewal Term
pursuant \0 Section 27 hereof. Tenant will pay Base Rent to Landlord in advance at the office of Landlord
or at such other place as Landlord from time to time may notify Tenant in writing on the first day of each
calendar month pursuant to fair market rent for comparable properties in the 'Boynton Beach area
determined in accNdance with Exhibit C attached hereto.
Base Rent in the Third Renewal Term shall be increased on the first day of each Lease Year
following the fi"t full lease year of the Third Renewal Term by two percent (2%) and Base Rent shall be
adjusted and pavable accordingly.
All the other terms and conditions of this Lease shall apply during the Third Renewal Term.
E. Additional Rent.
In addition to the Base Rent required to be paid by Tenant under this Section 3. Tenant shall pay to
Landlord as additional rent for the Premises. all other amounts required to be paid under the terms of this
Lease and required to be paid by Tenant under Section 50 below. which amounts constitute costs for real
estate taxes. insurance. operating costs and common area maintenance. All amounts payable to Landlord
under this Lease constitute rent and shall be payable without notice. demand. deduction or offset to such
person and at such place as Landlord may from time to time designate by written notice to Tenant.
4. Condition of Premises
Except as provided herein. Landlord shall have no obligation to make any improvements or
alterations to the Premises or the Building whatsoever prior to the Commencement Date, and Tenant
accepts the Premises in an "AS IS" condition. with all faults: the foregoing. however. shall not relieve
Landlord of its maintenance and repair obligations with respect to the Project as otherwise set forth in this
Lease. Provided. however that within one hundred twenty (120) days after the Commencement Date of
this Lease. Landlord agrees. to fully and securely demise the Premises from olher areas of the Building
and the Project as indicated on Exhibit D attached hereto as Landlord's expense and not as an operating
cost of the Building or Project.
Boynton_P&S
5. Use.
Tenant shall have the right to use the Premises for any lawful purpose permitted by applicable
zoning ordinances. Tenant in its use and occupancy of the Premises shall not commit waste, nor overload
the floors or structure, nor subject the Premises to any use which would tend to damage any portion thereof.
provided such tendency to cause damage is reasonably foreseeable.
All of the portions of the Project made available by Landlord for use in COnTInOn to tenants and
their employees and invitees ("Common Areas") shall at all times remain subject to Landlord's exclusive
control and Landlord shall be entitled to make such changes in the Common Areas as it deems appropriate.
6, Security Deposit - Intentionally Deleted.
7. Compliance,
Tenant shall, during the Term of this Lease confonn the use Tenant makes of the Premises to all
applicable laws, statutes, orders, ordinances, rules and regulations of all federal, state or political
subdivisions having jurisdiction over the Premises, now in force or that may be enacted hereafter, provided
that the provisions of this Paragraph 7 shall not require the Tenant to rebuild, repair or alter the Premises or
the improvements fonning a part of the Premises to make said Premises and/or improvements comply with
any such laws, statutes, orders, ordinances, rules or regulations.
8. No Waste or Damaee.
Tenant shall not commit any waste upon or do any damage to the Premises. :Tenant shall not use or
permit the use of the Premises for any unlawful purpose. Tenant shall not permit any rubbish, refuse or
garbage to accumulate or create a fire hazard in or about the Premises. In connection with its occupancy of
the Premises, Tenant shall not use the Premises in violation of any laws, ordinances, regulations or orders of
any duly constituted authorities of the city, county, state and federal government.
9. Chanees, Alterations and Additions.
A. No material changes, alterations or additions shall be made to the Premises by Tenant
without the prior approval of Landlord, which approval shall not be unreasonably withheld, For purposes of
this Section 9, a "material" change, alteration or addition shall be a change that requires the expenditure of
a sum in excess of Two Hundred Thousand and 0011 00 Dollars ($200,000.001 or that affects the load
bearing structure of the Building.
B. Prior to making any such changes, alterations or additions, Tenant shall submit written
plans and drawings respecting same to Landlord and Landlord shall approve or disapprove same within
fifteen (15) days after receipt thereof. In addition. Landlord shall have the right to approve Tenant's use of
contractors and subcontractors. All changes. alterations and additions shall comply with the applicable
City, County and State laws, statutes, orders. ordinances, rules and regulations. Landlord agrees, if
necessary, to join in any applications to governmental authorities for such permits as may be required to do
the work contemplated in this Paragraph 9. Any tenant improvements, pennanent additions to or alterations
of the Premises which cannot be removed without material damage to the Premises, except wall fixtures,
furniture, and trade fixtures (and further excluding all signs, and goods and materials used in the Tenant's
business) shall become a part of the realty and belong to Landlord unless otherwise agreed by Landlord and
Tenant. Tenant's wall fixtures, fumilllre, trade fixtures, signs, goods and materials used in Tenan,l's
business shall at all times remain personal property and may be removed from time to time by Tenant or
other occupants of the Premises. Upon surrender of the Premises, Tenant shall be responsible for the cost
of repair of any physical.injury to the Premises caused by the removal of any such property, but not for any
BOYnlon_P&S
diminution in value of the PremLcs caused by the absence of the property I ,oved or by any necessity for
replacing such property. Upon surrender Tenant may, at its option, leave all demountable walls and
partitions in the Premises and the same shall belong to Landlord.
10. Ingress and Egress.
The Landlord grants to Tenant the nonexclusive right to ingress and egress to the Premises, over (a)
the existing streets and highways adjoining the Premises, and (b) any utility closets. telephone closets and
chiller rooms necessary to access PBX roomS servicing the Premises and (c) any and all common area
portions of the property and the Building of which the Premises, are a part. Tenant shall have full and
unimpaired access to the Premises, at all times except as provided in Paragraphs 12, ] 6 and 17. The
Landlord will not interrupt or disturb any entrances, and will use all reasonable means to prevent any
interruption, disturbance or deprivation by any third party.
11, Abandonment.
Tenant shall endeavor to continuously occupy the Premises and not vacate or abandon the Premises
at any time during said lease Term or any extension thereof for more than thirty (30) consecutive days
unless required to do so by duly authorized legal authority or other cause beyond Tenant's reasonable
control. Notwithstanding the foregoing, in the event Tenant fails to occupy the Premises for period of thirty
(30\ consecutive days or longer but is still making all rent payments to Landlord as required under this
Lease, Tenant's failure to occupy the Premises shall not be deemed to be an abandonment or vacation of the
Premises or a default under the Lease.
12, Repairs.
Landlord, at Landlord's expense and not as an operating cost of the Building, during the Term of
this Lease and any extension thereof. shall make all repairs and replacements to all structural portions of the
Premises. including. but not limited to, the exterior wal]s, roof and foundations, pipes and conduits, and
utility installations. adjoining sidewalks, driveways, service areas and curbs (irrespective of any duty on the
part of an\' governmental agency to make or order such repairs and replacements), and all repairs and
replacements necessary to put and maintain the exterior of the Premises, and parking area (including, but
not limited to, filling holes and resealing as necessary, but subject to normal wear and tear), including all
improvements now or hereafter thereon, and all appurtenances thereto (including sewer and sewer
connections, water and gas pipes and connections, electrical wires and connections) in a safe and tenantable
condition and in good order and repair, except for those repairs made necessary by the negligent acts of the
Tenant or its employees. In addition, at Landlord's expense and not as an operating cost of the Building,
Landlord shall make all repairs to the interior of the Premises which may be of a structural nature or which
are caused by structural failures or movement, repairs to the interior of the Premises made necessary by
leakage of the roof. or by leakage of any utility installation; provided, however, that Landlord shall not be
obligated to make repairs for any structural damage caused by Tenant, its employees, invitees or agents.
Lawns, landscaping and shrubbery care shall be the responsibility of Landlord and shall be a common area
maintenance cost of the Project of which Tenant shall pay its Percentage Share.
Tenant, during the Term of this Lease and any extension thereof, agrees to keep in good order and repair all
interior portions of the Premises (including overhead doors and the electric operators thereof,) except such
repairs as under this Lease Landlord is required to make and except repairs which are made necessary
because of faulty construction and except repairs which are the obligation of Landlord under Paragraph 16
of this Lease. Tenant shall also provide ordinary maintenance for the plumbing and light fixtures and shall
replace any interior glass (not part of the outside walls) which may be damaged or broken with glass of the
same quality. Tenant agrees to surrender the Premises in good order and repair, reasonable wear and tear
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and ordinary deterioration, and loss. damage or destruction from any cause ar, r the taking of, damage to,
or reduction of the size of. the Premises by eminent domain. all excepted.
13. Interior Mechanical EQuipment (HV AC Svstem).
During the Term of this Lease and any extension thereof. Landlord. as an Operating Expense of the
Building. shall provide proper. periodic and normal maintenance and inspection for the heating and air
conditioning equipment servicing the Premises and the Building. If this equipment requires repairs or
replacement of parts. or both, of a major or substantial nature, or replacement of the equipment in its
entirety (i.e., in excess of proper, periodic and normal maintenance and inspection), these repairs or
replacements, or both, shall be made by Landlord as an operating cost of the Building and amortized over
the useful life of the replacement. Examples of "parts of a major or substantial nature" are compressors,
boilers and fan units.
14. Utilities and Services.
Tenant shall pay for all water, heat. gas. fuel. electricity. telephone service and all other services in
the nature of utilitv services supplied to the Premises. for use by Tenant as well as services supplied to
Tenant in the operation of its business, together with any taxes thereon. Where reasonably practical.
Landlord shall. at Landlord's cost and not as an operating cost of the Building, sub-meter the utilities
servicing the Building for Tenant's use. Where sub-metering is not reasonably practical, Landlord and
Tenant shall work together to create a reasonable and fair formula for utility cost allocation to Tenant based
upon Tenant's Percentage Share and deleting any manufacturing load/usage and any other unusual usage
from other tenants in the Building or the Project.
15. Inspection.
Tenant will allow Landlord access to the Premises, at reasonable times during normal working
hours for the purpose of examining or exhibiting the same or making repairs Landlord is required to make,
subject to Section 58 below. Unless Tenant has given notice to Landlord to extend the Term of this Lease,
Landlord may pbce on the Premises at any time within six (6) months prior to the expiration of the lease
Term or any extension thereof. if extended. notices of "For Sale". or "For Rent".
16. Damage or Destruction of Premises.
A. In the event of minor damage (Ie" than fifty percent (50%) to the Premises by fire or any
other cause which renders the Premises untenantable in part but Tenant is able in its reasonable judgment to
conduct its business therein, and Tenant continues to occupy them in part, the rent shall be apportioned and
reduced from the date the damage occurs in the proportion that the unoccupied portion of the Premises
bears to the entire premises until the damage has been repaired.
B. In the event of substantial damage (fifty percent (50%) or more) (including destruction) to
the Premises by fire or any other cause which renders the Premises untenantable in whole or in such part
that Tenant in its reasonable judgment deems it impracticable to conduct its business therein, the rent shall
wholly abate and be apportioned from the date the damage occurs until the damage has been repaired.
C. In the event of either minor or substantial damage, unless this Lease is terminated as
hereafter provided in Paragraph 16.D. hereof, Landlord shall commence within ten (10) days after the date
the damage occurs (or within ten (10) days after receipt of such notice is given) to repair the Premises to the
condition in which they were immediately prior to such damage, and Landlord shall complete such repair
with due diligence and dispatch. If the damage is not repaired within a reasonable time or in any event
within sixty (60) days from the date the damage occurs in the case of minor damage and one hundred
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twenty (1201 days from the date 1.._ damage occurs in the case of substantia. mage. Tenant shall have the
right to terminate this Lease by giving Landlord written notice (served no later than thirty (30) days after
such right to cancel and terminate arises) of termination.
D. In the event the Premises are damaged at any time during the last twelve (12) months of the
initial lease Term or at any time during the last twelve (12) months of any extension term by fire or any
other cause to the extent of fifty percent (500/c) or more of the replacement value thereof as of the date such
damage occurs. this Lease. except as provided in Paragraph 16.E. hereof. may be terminated at the election
of either Landlord or Tenant by giving notice in writing of such election to the other party within ten (10)
days from the date the damage occurs. Upon such termination, any unearned rent or other payments paid in
advance beyond the date of damage shall immediately be refunded to Tenant.
E. If Landlord elects to terminate this Lease under Paragraph 16.D. hereof, Tenant may by
written notice to Landlord exercise its option to renew under Paragraph 27 hereof within twenty (20) days
after receipt of Landlord's notice of termination. and in such event. Landlord's notice of termination shall be
void, and Landlord shall repair the Premises as herein provided.
17. Condemnation.
A. If the whole or any substantial part (fifty percent (50%) or more) of the Premises shall be taken
or condemned by any competent authority for any public use or purpose. the Term of this Lease shall end
upon, and not before. the date when the possession of the part so taken shall actually be required for such
use or purpose. Current rent shall thereupon be apportioned as of the date of such termination.
B If only an insubstantial part (less than fifty percent (500/c) of the Pren:tises shall be taken or
condemned. and Tenant is able, in its reasonable judgment, to continue to operate its business in the
Premises and such taking or condemnation does not give Tenant the right to terminate this Lease, this Lease
shall continue in full force and effect, and the rental due thereunder shall abate proportionately to the extent
that Tenant is deprived of usable area either in the Premises or otherwise. and as of the date of such
deprivation If Tenant is not able. in its reasonable judgment, to continue normal business operation,
Tenant mav terminate this Lease immediately upon written notice to Landlord. In the event this Lease is
not terminated under this Paragraph, Landlord shall, at Landlord's sole cost and expense, restore the
remaining portion of the Premises to the extent necessary to render them reasonably suitable for the
purposes for which they were leased, and shall make all repairs to the Premises to the extent necessary to
constitute the Premises a complete architectural unit.
C. In any such case. whether this Lease is terminated or not. each party shall be entitled to claim
and receive an award of damages suffered by it by reason of such taking. Landlord shall be entitled to
receive and retnin the entire award or consideration for the affected lands and improvements and Tenant
shall not have or advance any claims against Landlord for the value of its property or its leasehold estate or
the unexpired term of this Lease or for costs of removal or relocation or business interruption expense or
any other damages arising out of the taking or purchase. Nothing herein shall give Landlord any interest in,
or preclude Tenant from seeking and recovering on its own account from the condemning authority, any
award of compensation attributable to the taking or purchase of Tenant's chattels or trade fixtures or
attributable to Tenant's relocation expense or loss of goodwill provided that any such separate claim by
Tenant shall not reduce or adversely affect the amount of Landlord's award. If any such award made or
compensation paid to Tenant specifically includes an award or amount for Landlord, Tenant shall promptly
account therefor to Landlord.
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18. Landlord's Liabr. ...
Landlord shall not be liable for damage to property of Tenant in the Premises, or for injury to
person unless such damage or injury is caused by (A) Landlord's failure to make repairs or perfonn any
obligations which Landlord is obligated to make under this Lease or (B) is caused by the fault or negligence
of Landlord. Landlord's agents. emplovees. contractors. subcontractors. invitees, licensees or other
authorized representatives.
19. Default.
A. If any default of either party continues uncorrected for thirty (30) days (seven (7) days in
the case of a default in the payment of rent or other amount due hereunder) after receipt of written notice
from the other party, stating with particularity the nature and extent of the default. the party giving such
notice may cancel this Lease by written notice of cancellation: provided. however, that such notice of.
cancellation shall not cancel this Lease if within thirty (30) days (seven (7) days in the case of a default ip
the payment of rent or other amount due hereunder} after its receipt the party in default either (i) undertakes
to correct such default or (ii) contests the existence of the default in a court of competent jurisdiction and
complies with the final order of any court in which the case is tried or the final order of any court to which
an appeal is taken within thirty (301 days after entry of final judgment. No delay or omission of either party
in exercising any right accruing upon any default of the other party shall impair any such right or be
construed to be a waiver thereof. and every such right may be exercised at any time during the continuance
of such default. A waiver by either of the parties of a breach or a default under any of the tenns and
conditions of this Lease may be exercised at any time during the continuance of such default. A waiver by
either of the panies of a breach or a default under any of the tenns and conditions of this Lease by the other
party shall not be construed to be a waiver of any subsequent breach or default o~ of any other tenn or
condition of this Lease. No remedy provided in this Lease shall be e.xclusive. but each shall be cumulative
with all other remedies provided in this Lease and at law or equity.
B. In the event of a dispute between the parties which requires a pany hereto to seek redress
through an action at law or in equity (or to seek redress through a fonn of Alternative Dispute Resolution)
the losing party shall pay. upon demand. all of the prevailing party's costs. charges and expenses, including
reasonable attorneys' fees, incurred by such prevailing party in connection with the resolution of such
dispute: provided. however. attorneys' fees shall be due and payable only if the prevailing party is required
to file suit due to default by the losing party. For purposes of this Paragraph. the tenn "losing party" shall
mean the party which obtains substantially less relief than originally sought by such party in the legal or
equitable action (or Alternative Dispute Resolution forum) and the tenn "prevailing party" shall mean the
party which obtained substantially the relief sought by such party in the legal or equitable action (or
Alternative Dispute Resolution forum).
20. Bankruptcv.
In the event the estate created hereby shall be taken in execution or by other process of Jaw. or if
Tenant shall be adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal
insolvency or bankruptcy law, or if a receiver or trustee of the property of Tenant shall be appointed by
reason of Tenant's insolvency or inability to pay its debts, or if any assignment shall be made of Tenant's
propeny for the benefit of creditors. then and in any of such events, Landlord may tenninate this Lease by
written notice to Tenant; provided, however, if the order of the court creating any of such disabilities shall
not be final by reason of pendency of such proceeding, or appeal from such order, then Landlord shall not
have the right to terminate this Lease so long as Tenant perfonns its obligations hereunder.
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21. IndemnilicatiOl.
Tenant shall indemnify and hold Landlord hannless from all loss. damage. cost, expense or liability
(including reasonable attorneys' fees. expenses and disbursements) incurred by Landlord arising out of or in
connection with any injury to. or death of. any person, or damage to. or destruction of, property occurring
in. on. or about the Premises. the Building in which the Premises is located and/or the property, and which
injury. death, damage or destruction is caused by the acts or omissions of Tenant or Tenant's employees.
agents, contractors, subcontractors. invitees. licensees or other authorized representatives; except that
Landlord shall be liable to Tenant for all loss. damage. cost, expense or liability (including reasonable
attorneys' fees, expenses and disbursements) incurred by Tenant arising out of or in connection with any
injury to. or death of. any person. or damage to, or destruction of, property occurring in, on. or about the
Premises. the Building in which the Premises is located and the property. and which injury, death, damage
or destruction is caused by the acts or omissions of Landlord or Landlord's employees. agents, contractors,
subcontractors. invitees. licensees or other authorized representatives. and shall indemnify and hold Tenant
harmless therefor. A party's obligation under this Paragraph to indemnify and hold the other party hannless
shall be limited to the sum that exceeds the amount of insurance proceeds. if any, received by the party
being indemnified.
22. Insurance.
A. Landlord shall keep in effect. during the Term of this Lease as an operating cost for the
Premises:
(I) Insurance against damage to the Premises and the buildings of which the Premises is a part,
hy fire and other risks now or hereafter embraced in extended coverage, in amounts
sufficient to prevent Landlord from becoming a co-insurer. but in no event less than one
hundred (100%) percent of the Premises then replacement value (exclusive of the cost of
excavations. foundations and footings);
(2) Insurance against such other hazards as. from time to time. are then commonly insured
against for Premises. similarly situated (due regard being given to the Premises height,
type. construction and use), in the amount of at least Two Million Dollars ($2,000,000) in
anyone occurrence upon or in connection with the use or occupancy of the Premises
resulting in bodily injury or death.
B. Tenant shall, at its expense. keep in effect during the Term of this Lease or any extension
thereof. the following insurance in standard form policies. with an insurance company authorized to do
business in the State in which the Premises. is situated.
(1) Commercial general liability insurance in the amount of at least Two Million Dollars
($2.000.000) in anyone occurrence upon or in connection with the use or occupancy of the
Premises resulting in bodily injury or dealh.
(2) Comprehensive property damage insurance covering liability or damage in anyone
occurrence occurring upon or in connection with the use or occupancy of the Premises to
all property in at least the sum of Two Million Dollars ($2.000,000).
(3) All risk contents coverage (or Tenant may act as a self-insurer with respect to such all risk
insurance) on Tenant's personal property, equipment. furnishings, fixtures and other
chattels located or to be located in the Premises.
(4) The required statutory amount of worker's compensation insurance.
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C. All policies of insurance required to be maintained by Landlord and Tenant pursuant to this
Lease. shall name the other party as an additional insured as their respective interests may appear (and if
requested by Landlord shall bear appropriate endorsements to protect Landlord's mortgagee).
D. The insurance required to be carried by Tenant shall be effective from and after the
Commencement Date. Tenant shall furnish, a certificate or certificates of insurance evidencing the
existence of the required coverage.
E. The parties release each other, and their respective authorized representatives, from any
claims for damage to any person or to the Premises and the building(s) and other improvements in which
the Premises are located. and to the fixtures. personal property. tenant's improvements, and alterations of
either Landlord or Tenant in or on the Premises and the building(s) and other improvements in which the
Premises is located that are caused by or result from risks insured against under any insurance policies
carried by the parties and in force at the time of any such damage.
Each party shall cause each insurance policy obtained by it to provide that the insurance company
waives all right of recovery by way of subrogation against either party in connection with any damage
covered bv any policy Neither party shall be liable to the other for any damage caused by fire or any of the
risks insured against under any insurance policy required by this Lease.
23. Mechanic's Liens.
The T enanl will not permit any mechanic's or materialmen's or other liens to stand against the
Premises. the Building or the Project for any lahar or material furnished the Tenant in connection with work
of any character performed on said Premises. by or at the direction of the Tenant: and the Landlord will not
permit any such liens for work or material furnished the Landlord to stand against such Premises. However,
the Landlord and the Tenant shall respectively have the right to contest the validity or amount of any such
lien, but upon the final detennination of such questions shall immediately pay any adverse judgment
rendered with all proper costs and charges and shall have the lien released at the contestant's own expense.
If Landlord or Tenant desires to contest any such lien. then prior to commencing such contest it will furnish
the other party with a bond. if requested. to secure the payment of such obligation.
24. Assignment or Subletting.
A. If Tenant requests Landlord's consent to an assignment of the Lease or subletting of all or a
portion of the Premises, it shall submit to Landlord. in writing. (i) the name and legal composition of the
proposed assignee or subtenant, (ii) the use to which the proposed assignee or subtenant intends to put the
Premises, (iii) the terms and conditions of the proposed assignment or sublease and of any related
transaction between Tenant and the proposed assignee or subtenant: (iv) information related to the
experience. integrity and financial resources of the proposed assignee or subtenant; (v) such publicly
disclosed information as Landlord may reasonably request to explain the transaction; and (vi)
reimbursement for all reasonable out of pocket costs incurred by Landlord. including actual attorneys' fees,
in connection with evaluating the request and preparing any related documentation.
B. Landlord's consent to any such proposed assignment or subletting shall not be unreasonably
withheld. Landlord shall be considered to have reasonably denied its consent to a proposed assignment or
sublease if:
(i) Tenant has not given Landlord fifteen (15) days' prior written notice of such assignment or
sublease, which notice shall include all information and documentation reasonably required to
satisfy the above conditions; ,
(ii) Tenant is in default beyond any applicable cure period at the time of the assignment or sublease
(but at such ti.me as any default is cured, the assignment or sublease may proceed); and
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(iii) The assignee or subJess~ .ails to furnish Landlord at least ten (I (1, ys prior to the effective date
of the assignment or sublea~e. a written assignment lnstrument in whlch assignee or sublessee
agrees to assume and be bound by all of the conditions. obligation> and agreements of Tenant
contained in this Lease.
C. Provided that this Paragraph shall be ineffective in the case of an assignment or sublease by
Tenant to a corporation which is the parent or subsidiary of or is controlled by Tenant. or to a corporation.
partnership or limited liability company resulting from any reorganization. divestiture or merger to which
Tenant or its parent or any of its subsidiaries or any corporation or limited liability company controlled by it
is a pany.
D. If consent to an assignment or sublease is given. Tenant shall pay to Landlord. as Additional
Rent fifty percent (50%) of all base rental amounts received from the assignee or subtenant which are in
excess of the amounts otherwise payable by Tenant to Landlord with respect to the space involved
calculated on a per square foot basis. less Tenant's cost of commissions. tenant improvements and legal
fees.
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-,.
Delavs.
In the event that either pany hereto shall be delayed or hindered in or prevented from the
performance of anY of their or its respective provisions anywhere herein contained. by reason of (i) the
destruction. in whole or in pan. of any building or improvement forming a pan of the entire Premises. or (ii)
strikes. or (iii) lockouts. or (iv) labor troubles. or (v) war. whether declared or undeclared. or (vi) riot. or
(viii Act of God. or (viii) embargoes. or (ix) delays in transportation. or (x) inability to procure materials
and/or labor. or (xi) failure of power. or 'xii) restrictive governmental laws or regula!ions, whether valid or
nol. or (xiii I insurrection. or (xiv) any other reason other than financial. beyond the reasonable control of
such pany. and not the fault of the panv so delayed or hindered in or prevented from performing work or
doing acts otherwise required under this Lease. then performance of such work or doing of such acts shall
be excused for the period of the delay. and the period for the performance of such work or doing such acts
shall be extended for a period equivalent to the period of such delay; provided. however, that the provisions
of this Para~rarh shall not operate so as to excuse or release Tenant from the prompt payment of rent or
other sums reqlJlrecl to be paid by Tenant to Landlord or to other payees anywhere hereunder.
26, Run With The Land,
The covenants and conditions herein contained shall be construed as running with the land, apply to
and bind the paT1ies hereto. their respective heirs. representatives. executors. administrators, successors and
assigns of all of the parties hereto. All parties hereto agree that they shall be jointly and severally liable
hereunder for their respective obligations.
27, Option to Renew.
Tenant is hereby granted three (3) options to renew this Lease as to the Premises on the following
terms and conditions:
A. At the time of the exercise of an option to renew and at the time of the commencement of
the said renewal. the Tenant shall not be in default beyond the applicable grace periods in accordance with
the terms and provisions of this Lease, and shall be in possession of the Premises pursuant to this Lease.
B. Notice of the exercise of each option shall be sent to the Landlord, in writing, at least six
(6) months before the expiration of the then current Term of this Lease for the Premises
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e. The first renewal l .n (hereinafter "First Renewal Term") ,II be for the tenn of three
(3) years for the Premises to commence at the expiration of the Initial Term of this Lease. and all of the
terms and conditions of this Lease (except that Base Rent payable during the First Renewal Tenn shall be as
specified in Section 3.B. above) shall apply during the First Renewal Term.
D. The second renewal term (hereinafter the "Second Renewal Term") for the Premises shall
be for the tenn of three (3) years to commence at the expiration of the First Renewal Term of this Lease.
and all of the terms and conditions of this Lease (except that Base Rent payable during the Second Renewal
Tenn shall be as specified in Section 3.e. above) shall apply during shall apply during the Second Renewal
Term.
E. The third renewal term (hereinafter the "Third Renewal Term") for the Premises shall be
for the tenn of three (3) years to commence at the expiration of the Second Renewal Term of this Lease.
and all of the tenns and conditions of this Lease (except that Base Rent payable during the Third Renewal
Term shall be as specified in Section 3.D. above) shall apply during the Third Renewal Term.
F. If Tenant fails to exercise any or all renewal options for the Premises. the later renewal
options for the Premises. shall be considered null and void and of no further force and effect.
28. IntentionallY Deleted.
29. Subordination.
This Lease shall be subject and subordinated at all times to the liens of any mortgages or deeds of
trust in any amount or amounts whatsoever now existing or hereafter encumbering th~ Premises without the
necessity of haying further instruments executed by Tenant to effect such subordination. Notwithstanding
the foregoing. Tenant covenants and agrees to execute and deliver upon demand. such further instruments
evidencing such subordination of this Lease to such liens of mortgages or deeds of trust as may be
reasonably requested by Landlord. So long as Tenant shall pay the rent reserved and comply with. abide by
and discharge the terms. conditions. covenants and obligations on its part, to be kept and performed herein
and shall attorn to an)' successor in title. the peaceable possession of the Tenant in and to the Premises for
the Term of this Lease. shall not be disturbed. in the event of the foreclosure of any such mortgage or deed
of trust. by the purchaser at such foreclosure sale or such purchaser's successor in title. Notwithstanding the
foregoing provisions of this Paragrarh 29, Tenant shall not be obligated to subordinate its interest in this
Lease unless the mortgagee agrees ir. writing pursuant to a subordination. non-disturbance and attornment
agreement or the like. in a fonn reasonably acceptable to Tenant. not to disturb Tenant's lawful possession
of the Premises and to recognize Tenant's rights under this Lease so long as Tenant is not in default beyond
applicable cure periods under the terms of this Lease.
30. Holdover.
Any holding over after the expiration of the Term of this Lease or any extension thereof. with the
consent of Landlord. shall be construed to be a tenancy from month-to-month, at one hundred ten percent
(110%) of the base monthly rental as paid during the last month of the initial Term or any renewal term
hereof, and shall otherwise be on the terms and conditions herein specified so far as applicable.
31. Intentionallv Deleted.
32. Alternative Dispute Resolution. Landlord and Tenant shall attempt to settle any claim or
controversy arising out of this Lease through consultation and negotiation in the spirit of mutual friendship
and cooperation. If such attempts fail, then the dispute shall first be submitted to a mutually acceptable
neutral advisor for mediation, fact-finding or other form of alternate dispute resolution. Neither of the
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panies may unreasonably withhol_ acceptance of such an advisor. and his her selection will be made
within 30 days after notice by the other pany demanding such mediation. Cost of such mediation or any
other alternate dispute resolution agreed upon by the panies shall be shared equally by Landlord and
Tenant. Any dispute which cannot be so resolved between the panies within sixty (60) days of the date of
the initial demand by either pan\' for such mediation. shall be finally determined by the courts. The use of
such a procedure shall not be construed to affect adversely the rights of either pany under the doctrines of
laches. waiver or estoppel. Nothing in this Paragraph shall prevent either pany from pursuing judicial
proceedings if (a) good faith effons to resolve a dispute under these procedures have been unsuccessful or
(b) interim reson to a coun is necessary to prevent serious and irreparable injury to a pany or to others.
33. Environmental.
A. Landlord agrees to indemnify and save harmless Tenant. Tenant's successors and assigns
and Tenant's present and future officers. directors. employees and agents (collectively "Indemnitees") froni
and against any and all liabilities. penalties, fines, forfeitures, demands. damages. losses, claims, causes of
action. suits. judgments. .and costs and expenses incidental thereto (including cost of defense, settlement.
reasonable attomey\ fees. reasonable consultant's fees and reasonable ex pen fees), which Tenant or any or
all of the Indemnitees maY hereafter suffer. incur. be responsible for or disburse as a result of:
(11 any governmental action. order, directive. administrative proceeding or ruling;
(21 per>onal or bodily injuries (including death 1 or damage (including loss of use) to any
Premises (public or private);
(31 cleanup. remediation. investigation or monitoring qf any pollution Qr contamination of or
adverse effects on human health or the environment: or
(41 any violation or alleged violation of laws. statutes. ordinances. orders, rules or regulations
of any governmental entity or agency (collectively "Environmental Liabilities")
directly or indirectlv caused bv Landlord or arising out of any Environmental Hazards existing on or about
the Premises due to Landlord's activities. except to the extent that any such existence is caused by Tenant's
activities on the Premises. The term "Environmental Hazards" shall be defined as hazardous substances,
hazardous wastes. pollutants. asbestos, polvchlorinated biphenyls (PCBs), petroleum or other fuels
(including crude oil or any fraction or derivative thereof) and underground storage tanks. The term
"hazardous substances" shall be as defined in the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.c. Section 960] ~.) (CERCLA), and any regulations
promulgated pursuant thereto. The term "hazardous wastes" shall be as defined in the Resource
Conservation and Recovery Act (42 U.S.c. Section 6901 et seq.) (RCRA), and any regulations promulgated
pursuant thereto. The term "pollutants" shall be as defined in the Clean Water Act (33 U.S.c. Section 1251
et seq.l. and any regulations promulgated pursuant thereto. This provision shall survive termination of the
Lease.
B . Tenant agrees to indemnify and save harmless Landlord, Landlord's successors. and assigns
and Landlord's present and future officers, directors, employees and agents (collectively "Indemnitees")
from and against any and all liabilities, penalties, fines, forfeitures, demands, damages, losses, claims,
causes of action, suits, judgments, and costs and expenses incidental thereto (including cost of defense,
settlement, reasonable attorneys' fees. reasonable consultant fees and reasonable expert fees), which
Landlord or any or all of the Indemnitees may hereafter suffer. incur, be responsible for or disburse as a
result of any E~vironmental Liabilities directly or indirectly caused by or arising out of any Environmental
Hazards existing on or about the Premises but only to the extent that any such existence is caused by
Tenant's activities on the Premises. This provision shall survive termination of the Lease.
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34. Brokers.
The parties agree that no real estate broker was instrumental in bringing about this Lease or used in
connection with this Lease. This Lease is the result of the sale of Tenant's Boynton Beach facility and no
brokerage commission will be paid in connection with this Lease. Tenant represents and warrants that
Tenant did not negotiate with respect to the leasing of the Premises through any broker and that no broker
was instrumental in bringing about this Lease. Tenant shall indemnify Landlord against any and all claims
of any brokers with whom Tenant has had any dealings, and shall hold Landlord hannless from all losses
and expenses in connection therewith. including reasonable legal expenses. Landlord represents and
warrants that Landlord has not dealt with any real estate broker in connection with the leasing of the
Premises, and Landlord agrees to indemnify and hold Tenant hannless from all losses and expenses in
connection with the claims of any real estate broker claiming by, under or through Landlord, including
reasonable legal expenses.
35. Notices.
All notices. approvals or requests in connection with this Lease shall be sent by certified mail. or
via overnight carrier with delivery charges prepaid or with delivery not conditioned upon payment of
charges, except notices concerning repairs and replacements which may be given orally or by any other
means which might reasonably be expected to give the other party notice; provided. however, that no notice
other than by certified mail or overnight carrier shall constitute a notice of default authorizing cancellation
of this Lease. Notices to the Tenant shall be addressed and sent as follows:
Motorola. Inc.
1303 E. Algonquin Road, 7'h Floor
Schaumburg, n.. 60196
Attention: Eastern Real Estate Manager
With a copy to:
Motorola, Inc.
1303 E. Algonquin Road. 7'h Floor
Schaumburg, n.. 60196
Attn: Real Estate & Development Counsel
Notices to the Landlord shall be addressed and sent as follows:
Attn:
With a copy to:
Attn:
Either party may at any time designate by written notice to the other a change of address for notice
purposes.
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36. '''aiveL
Failure or deJay on the part of Landlord or Tenant to exercise any right, remedy, power or privilege
hereunder shall not operate as a waiver thereof. A waiver, to be effective, must be in writing and must be
signed by the party making the waiver. A written waiver of a default shall not operate as a waiver of any
other default or of the same type of default on a future occasion.
37. Amendments.
No revi,ion, modification or amendment of this Lease shall be valid unless made in writing and
signed by duly authorized representatives of both parties.
38. Quiet Enjovment.
If Tenant perf<mns the terms of this Lease. Landlord will warrant and defend Tenant in the quiet
and peaceful enjoyment and possession of the Premises during the Term hereof and any extension without
interruption by Landlord or any person claiming under Landlord.
39. Conveyance bv Landlord.
Upon a sale or other transfer of the Project (or a portion of thereof containing the Premises,) by
Landlord. Landlord's interest in this Lease shall automatically be transferred to the transferee, the transferee
shall automatically assume all of Landlord's obligations under this Lease accruing from and after the date
of the transfer. Landlord shall be released of all ohligations ullder this Lease ari~ing after the transfer.
Subject to the provisions of Paragraph 29, Tenant shall upon request attorn in writing to the transferee.
40. Intentionallv Deleted.
41. Construction of Lanl!ual!e,
The terms Lease, lease agreement or agreement shall be inclusive of each other, and include
renewals, extensions or modifications of the Lease. Words of any gender used in this Lease shall be held to
include any other gender, and words in the singular shall be held to incltide the plural and the plural to
include the singular, when the sense requires. Paragraph headings and titles are not a part of the Lease and
shall have no effect upon the construction or interpretation of any part hereof
42, l\1arl!inal Headinl!s,
The headings in this Lease are used only for convenience in finding the subject matters, and are not
to be taken as part of this Lease, or to be used in determining the intent of the parties,
43, Entire Al!reement.
This Lease constitutes the final expression of the agreement of the parties; it is intended as a
complete and exclusive statement of their agreement, and it supersedes all prior and concurrent promises,
representations, negotiations, discussions and agreements that may have been made with respect to the
subject matter hereof.
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44. Severabilitv.
If any provision of this Lease. or the application thereof to any person or circumstance. shall be
held invalid or unenforceable by any court of competent jurisdiction. the remainder of this Lease or the
application of such provisions to persons or circumstances. other than those as to which it is held invalid or
unenforceable. shall not be affected thereby.
45. Estoppel Certificate.
Tenant and Landlord shall. from time to time upon not less than ten (10) business days' prior
written request by the other party. deliver a statement in writing certifying: (a) that this Lease is
unmodified and in full force and effect or. that there have been modifications. that the Lease as modified is
in full force and effect: (b) the dates to which Rent and other charges have been paid; (c) that Landlord or
Tenant are not in default under any provision of this Lease or. if in default. a detailed description thereof
and (d) such other matters as reasonably requested by a party or its mortgagee. Failure to deliver the
certificate within ten (10) days shall be conclusive upon the party. for the benefit of the other party and its
successors. that this Lease is in full force and effect and has not been modified except as may be
represented the party requesting the estoppel certificate.
46. Signs.
Tenant shall be entitled to maintain its existing exterior building signage. Tenant shall not exhibit.
inscribe. paint or affix any new sign on the exterior of the Building or the property or in any window of the
Premises without Landlord's prior written consent. Tenant shall also be permitted to maintain any existing
ground mounted sign at the entrance to Premises. In the event of Tenant's uncured default as set forth
above. Landlord. in addition to its other remedies available hereunder. may remove such signs without any
liability to Tenant and Tenant shall reimburse Landlord for the cost of such removal immediately upon
demand therefor.
47. Services.
As part of the consideration for payment of the rent above specified. the Landlord. as an operating
expense. shall furnish. supply and properly maintain for the Tenant. the following services. utilities and
equipment:
A. Heat and air conditioning
B. Window cleaning
C. Proper care of landscaping
D. Hot and cold water for drinking. lavatory and toilet purposes
E. Water necessary to operate the heating. hot water, plumbing and air conditioning
systems
F. Parking lot lighting from dusk until dawn - seven days per week
G. Passenger (at all timesl and freight (subject to scheduling) elevator service
H. Air conditioning to provide a temperature and humidity condition required. in
Landlord's reasonable judgment, for comfortable occupancy of Premises under normal business operations
during normal business hours, Monday through Friday from 7:30 A.M. to 6:00 P.M., 8:00 A.M. to Noon on
Saturdays, and Sundays.
48. Rules and Regulations.
Tenant agrees for itself, its employees, agents, clients, customers, invitees and guests. to comply
fully with reasonable rules and regulations consistently applied and with such reasonable modifications
thereof and additions thereto as Landlord may make for the Project.
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Tenant shall be responsible for the observance of all of the foregoing rules and regulations by
Tenant's employees, agents. clients. customers. invitees and guests. Landlord and Tenant agree that
Landlord's remedy for violation of any of the foregoing rules and regulations by Tenant (or any person or
entity under Tenant's authoritv or control I shall be a payment by Tenant to Landlord an amount equal to the
reasonably substantiated actual damages suffered or incurred by Landlord on account of such violation.
49. Counterparts.
This Lease may be executed In counterparts, which together shall constitute a single
instrument.
50. Additional Rent - Operatinl! Expenses and Real Estate Taxes.
For purposes of this Paragraph and this Lease, the term "Tenant's Percentage Share" shall mean a
percentage which is equal to the number of the rentable square footage of the Premises divided by the total
number of rentable square footage contained in the Project of which the Premises are a part. The parties
hereby agree and stipulate for all purposes in connection with this Lease that: (I) [he Premises consist of
] 86.113 rentable square feet of office area and 10.017 rentable square feet of warehouse area: (2) the
Project of which the Premises are a part consists of a total of 555,790 rentable square feet of area: and (3)
the Tenant's Percentage Share for the Premises is 0.35 percent (35%) in reference to the Project of which
the Premises are a part. Landlord and Tenant each acknowledge that the Base Rent specified in Paragraph 3
of the Lease does not provide for Operating Expenses and Real Estate Taxes which may hereafter pertain to
the Project of which the Premises are a part. Tenant shall pay as Additional Rent Tenant's Percentage
Share of Real Estate Taxes and Operating Expenses for the Premises. as follows:
A. Real Estate Taxes. Tenant shall pay to Landlord. Tenant's Percentage Share of the Real
Estate Taxes assessed against the land and improvements of the Project of which the Premises fonn a part
which arise during the Term as the same may be extended from time to time. The Additional Rent imposed
hereby shall be paid by Tenant to Landlord together with Tenant' s Percentage Share of Operating Expenses
in installments on a monthlv basis with Tenant's Base Rent payments. Should the taxing authorities include
in such Real Estate Taxes the value of any improvements made by Tenant. or include machinery.
equipment. fixtures. inventorv or other personal property or assets of Tenant, the Tenant shall also pay the
entire taxes for such items. The term "Real Estate Taxes" shall mean all general and special real and
personal property taxes and assessments for the Project and expenses incurred in efforts to reduce taxes or
assessments.
B. Ooeratin~ Exoenses. Landlord and Tenant acknowledge that this Lease shall be
construed to be a "modified triple net lease" and that Landlord shall receive the Base Rent free and clear
of any and all other impositions, taxes. liens. charges or expenses of any nature whatsoever in connection
with the ownership and operation of the Premises (not the operation of the owning entity itself). In
addition to the Base Rent, T enan! shall pay to Landlord all impositions (including any taxes on rentals
paid to Landlord), insurance premiums. operating charges. maintenance charges. construction costs, and
any other charges, costs and expenses which arise or may be contemplated under any provisions of this
Lease as being Tenant's responsibility and cost, during the Tenn. The specific responsibility of Landlord
and Tenant for repairs, replacements and maintenance is more fully described in Section ] 2 above.
Tenant shall pay to Landlord. Tenant's Percentage Share of the Operating Expenses (unless otherwise
provided in this Lease) pertaining to the land and improvements of the Premises and the Common Areas
of the Project of which the Premises fonn a part. For purposes of this Lease, the tenn "Operating
Expenses" shall consist of all costs of operating, maintaining, and repairing Common Areas of the
Project, including without limitation, the following: .
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Ii) Premiums for propeny. casualty. liability. and rent interruption insurance:
(ii) Salaries. wages and other amounts paid or payable for personnel including the propeny manager.
superintendent. operation and maintenance staff. and other employees of Landlord involved
in the maintenance and operation of the Common Areas of the Project. at or below the level
of propeny manager, including contributions and premiums towards fringe benefits.
unemployment and worker's compensation insurance. pension plan contributions and similar
premiums and contributions and the total charges of any independent contractors or managers
engaged in the repair, care, maintenance and cleaning of the Common Areas of the Project.
(iii) Cleaning. including sweeping of parking and sidewalk areas.
(iv) Landscaping, including irrigating. trimming. mowing, fenilizing, seeding and replacing of plants.
shrubs and trees.
(v) Utilities. including fuel. gas. electricity, water. sewer, telephone, generator and other services for
the Common Areas of the Project.
(vi) Maintaining. operating, repairing and replacing equipment servicing the Common Areas of the.
Project.
(vii) Other items of repair or maintenance of the Common Areas the Project.
(viii) Policing and securitv of the Common Areas of the Project.
(ix) The cost of the rental of any equipment and the cost of supplies used in the maintenance and
operation of the Common Areas of the Project.
IX) Audit fees and the cost of accounting services incurred in the preparation of statements referred to
in this Lease and financial statements. and in the computation of the rents and charges
payable by tenants of the Project.
(xi) Costs of capital expenditures incurred for the Common Areas of the Project for the purpose of
reducing Operating Expenses. and costs of improvements, repairs. or ~eplacements for the
Common Areas of the Project which otherwise constitute Operating Expenses under this
Paragraph. but which are properly charged to capital accounts shall not be included in
Operating Expenses in a single year but shall instead be amonized over their useful lives, as
determined bv the Landlord in accordance with generally accepted accounting principles and
onlv the annual amortization amount shall be included in Operating Expenses.
(xii) A fee (not to exceed two percent (2'7c) of all Base rents collected for the Building) for the
administratIOn and management of the Project appropriate to the nature of the Project as
reasonably determined hy the Landlord from time to time.
(xiii) Costs of alterations or modifications of the Common Areas of the Project necessary to
comply with requirements of applicable Jaw.
The Additional Rent imposed hereby shall be paid by Tenant to Landlord upon submission by Landlord
of an invoice.
C. Notwithstanding anything to the contrary, the following shall be excluded from
"Operating Expenses":
(i) Amounts reimbursed hy other sources, such as insurance proceeds, equipment warranties,
judgments or settlements.
(ii) Utilities or other expenses paid directly by tenants to suppliers or paid by tenants to Landlord for
separately metered or special services such as after hours air conditioning expenses.
(iii) Ground rents.
(iv) Payments on any mortgage or other encumbrance
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(v) Costs of initial improvements ,0. or alterations of any tenant premises.
(vi) Administrative and management salaries, except for personnel working exclusively for the Building
and/or the common Areas of the Project of which the Premises are a part.
(vii) Expenses for any capital improvements made to the Project or Building unless otherwise
specifically provided for in this Lease. In no event will Tenant be charged for capital
improvements required for buildings in the Project other than the Building that houses the
Premises. For Operating Expense purposes, a capital improvement need not add value to the
Building. but can prolong the Building's life, or a system or component of the Building's life.
A capital improvement must have a useful life of more than one year's time.
(viii) Expenses for painting, redecorating or other work perfortned. or equipment furnished for any
tenant of the Building or the Project.
(ix) Expenses for repairs or other work occasioned by fire, windstortn or other insurable casualty.
(x) Expenses incurred in leasing, marketing. advertising, or in procuring new tenants.
(xi) Legal expenses incurred in enforcing the tertnS of any other lease.
(xii) Expenses incurred in refinancing the Building or Project.
(xiii; Com resulting from Landlord's violation of any agreement to which Landlord is a party, or
of any applicable laws, ordinances. rules, regulations or orders.
Ixiv) Any expenses for which Landlord actually receives payment from insurance, condemnation
awards. other tenants. or any other like source.
(xv) Transfer or recordation taxes and other charges incurred in connection with the transfer of the
Building or the Project.
(xvi) Any other permissible costs to the extent they exceed artns-length competitive rates.
Ixvii) Memberships, tuition, seminars and contributions.
(xviii) Costs incurred to remove, remedy, contain or treat any Environmental Hazards on, in or about
the Premises, the real property, the Project or the Building (including, without limitation,
Environmental Hazards in the ground water or soil) to the extent such Environmental Hazards
are introduced into the real property after the Lease Commencement Date by Landlord or
Landlord's agents, employees or tenants in violation of applicable laws in effect as of the date
of introduction.
(xix) Costs, fees and expenses associated with the fortnation and administration of the ownership
entity constituting Landlord, and of its affiliates, such as costs of tax returns, annual audits or
appraisals.
(xx) Contributions or additions to any Building or Project reserve funds.
(xxi) Any costs or expenses associated with the development or construction of improvements upon
the vacant land parcels.
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If Landlord desires Tenant to pay Tenant's Percentage Share of R~~. Estate Taxes and Operating
Expenses on a monthly basis. at the beginning of each calendar year, Landlord shall supply to Tenant an
estimate. certified by an authorized agent or officer of Landlord. selling forth in detail Landlord's
reasonable estimate of Operating Expenses and Real Estate Taxes of the Project for such calendar year. and
Tenant's Percentage Share of same. The Additional Rent imposed hereby shall be paid by Tenant to
Landlord in monthly installments. in advance, as the Operating Expenses and Real Estate Taxes
components of the total monthly rent. Each such monthly installment of Operating Expenses and Real
Estate Taxes shall be equal to one-twelfth (1/12) of Tenant's Percentage Share (as long as applicable) of the
Landlord's reasonable estimate of the Operating Expenses and Real Estate Taxes for the Project for such
calendar year. Within one hundred twenty (l20l days after the end of each calendar year Landlord shall
provide to Tenant a detailed statement, certified by an authorized agent or officer of Landlord, selling forth
in reasonable detail the actual Operating Expenses and Real Estate Taxes for the preceding calendar year.
Such statement shall also include a calculation or reconciliation of estimated Operating Expenses to actual
Operating Expenses and of any overpayment or underpayment made by Tenant to Landlord with respect to
the Operating Expenses for such preceding calendar year. In the event Tenant underpaid Landlord for
Tenant's Percentage Share of Operating Expenses for such preceding calendar year, Tenant shall pay the
amount of such underpayment to Landlord within fifteen (151 days of Tenant's receipt of Landlord's
certified statement. In the event Tenant overpaid Landlord for Tenant's Percentage Share of Operating
Expenses and Real Estate Taxes of such year. Landlord shall credit Tenant an amount equal to such
overpayment amount against Tenant's future monthly Operating Expense and Real Estate Tax obligations
until such credit is exhausted, (If such overpayment by Tenant is made in the last year of the Lease Tertn,
Landlord shall remit to Tenant the amount of the overpayment due hereunder within thirty (30) days of the
expiration or termination date of the Lease.) If a dispute arises between Landlord and Tenant as to whether
any item or items shall be properly included in such statement. the matter shall be determined in accordance
with Paragraph 32 of the Lease, and the determination of such matter as therein provided shall be final and
binding upon Landlord and Tenant.
Tenant, or its representative shall have the right to examine and to copy Landlord's books and records
showing Operating Expenses and Real Estate Taxes at Tenant's sole cost and expense, Such examination
will be upon reasonable prior notice to Landlord and during nortnal business hours at any time within six
(6) months following the fumishin~ by Landlord to Tenant of Landlord's annual statement reconciling
estimated operating expenses to actual operating expenses. The books and records that Tenant may
examine include. but are not limited to, accounting records, vendor contracts, payroll records,
management agreements and supporting invoices and detail for all items, If an error is discovered that
has also been made in previous Landlord statements. Tenant may correct that same error in the previous
statements and receive credit therefor. Mathematical errors or errors in computation may be corrected at
any time during the Tertn of the Lease.
51. Landlord's Ril!ht of EntrY.
Upon reasonable notice to Tenant, Landlord shall have access to the Premises (subject to Section 58
below), for purposes of showing the Premises to current or prospective lenders, to prospective purchasers of
the Project and, during the six-month period preceding the expiration of the tertn of this Lease, to
prospective tenants, Landlord shall at all times have access to the Premises for purposes of inspection and
performing Landlord's obligations and exercising its rights under this Lease,
52. Surrender.
Upon the expiration or termination of this Lease or of Tenant's right to possession, Tenant s~all
surrender the Premises in a clean undamaged condition, in good working order, reasonable wear and tear
and damage by casualty expected, and shall remove all of Tenant's equipment, fixtures and property (other
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than as permJlted to remain PUL .Jnt to this Lease) and repair all damage Jsed by the removal. Tenant
shall not be required to replace an, items that it removes,
53, Landlord Liability.
Notwithstanding anything to the contrary in this Lease, neither Landlord nor Landlord's directors,
officers, shareholders. employees, agents, constituent partners, beneficiaries. trustees, representatives,
successors or assigns (collectivelv "Landlord's Affiliates") shall be personally responsible or liable for any
representation, warranty, covenant, undertaking or agreement contained in the Lease, and the sole right and
remedy of the Tenant or any subsequent sublessee or assignee shall be against Landlord's interest in the
Project. Neither Tenant nor any subsequent sublessor or assignee shall seek to obtain any judgment
imposing personal liability against Landlord, Landlord's Affiliates, or their successors or assigns nor
execute any judgment or place any lien against any property other than Landlord's interest in the Project.
54. No Party To Be Deemed Drafter.
Landlord and Tenant have both had the opportunity to have counsel examine this Lease
and to propose changes to clarify any ambiguities, Accordingly, in any interpretation of this
Lease. an ambiguity shall not be resolved by interpreting the Lease against the drafteL The
language of this Lease shall be interpreted according to the fair meaning and not for or against
either party.
55, No Intended Third Part'. Benefician'.
Landlord and Tenant may each, separately, deal with other persons in connection with the
Premises or with other matters that may also relate to or be the subject of this Lease, Landlord
and Tenant do not intend to make any such third person with whom each of them may deal an
intended third party beneficiary under this Lease, There is no third person who is an intended
third party beneficiary under this Lease, No incidental beneficiary (whatever relationship such
person may have with Landlord or Tenant) shall have any right to bring an action or suit, or to
assert any claim against Landlord or Tenant under this Lease,
56. Tenant Expense Waiver.
Notwithstanding the provisions of Paragraph 50 above. it is understood and agreed that in the event
Landlord fails to submit to Tenant an itemized bill for any amounts which may be due thereunder within
one hundred eighty (180) days after the expiration of the Lease year to which such expenses, charges and/or
escalations are applicable, Tenant shall not be liable for payment of any such additional expenses, charges
and/or escalations, it being expressly agreed by the parties that Landlord shall be deemed to have waived its
right to collect such expenses. charges and/or escalations from Tenant for such Lease year.
58. Confidentialitv and Nondisclosure.
As Landlord and Landlord's agents will have reasonable access rights to the Premises,
Landlord will come into contact with Motorola's business information, Landlord agrees that any
information which it gathers, observes or cornes into contact with pursuant to this Lease about
Motorola operations and business practices, shall be kept confidential and not disclosed to any
third party without the prior written consent of Motorola except as required by Jaw. Landlord
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agrees that it will not in an) ,anner use its knowledge of Motorol~ ousiness for the benefit of
any other person or company or divulge to others information or data concerning Motorola's
business affairs. including the names of customers. names of employees, marketing strategies or
terms or particulars of Motorola's business. The Landlord further agrees not to use or disclose to
any party anv information. systems, ideas, processes. practices, methods of operation or
manufacture observed at Motorola's Premises. Landlord agrees to inform all of its
representatives or agents that will access the Premises, of this confidentiality requirement. In
addition, anyone who enters the Premises must comply with the instructions of Motorola security
personnel on areas of the Premises that require escorted access and sign the Motorola security
logs as visitors. In the event Landlord enters the Premises during non-business hours or in the
event of an emergency, Landlord will notify Tenant in writing within one (I) business day of its
entry and the reason therefor."
59. Time is of the Essence,
Time is of the essence as to each and every provision of this Lease,
60. Tenant Improvements,
Landlord acknowledges and agrees that Tenant has the Landlord's approval to construct certain
improvements (as generally describ ,d in Exhibit E attached hereto and made a part hereof) in connection
with Tenant's consolidation from the total Building to the Premises,
61. Miscellaneous.
A, Conduit Connection.
During the Term (and any extensions or renewals thereof), Tenant shall be pertnitted to construct,
install. maintain and repair conduit connections to the Premises over, across and through the Premises, the
Building, and the Common Areas in and to the Building for high speed telecommunication transmission
lines (and technological evolutions thereof) and fiher optics (individually and collectively, the "Conduit
Connection") subject to compliance with all applicable laws, ordinances, rules and regulations, Tenant
shall advise and consult with Landlord as to the exact locations of such Conduit Connection at the Building
or the Project and Landlord agrees to cooperate with Tenant to facilitate, permit and otherwise obtain such
Conduit Connection for the Premises, provided that Landlord shall not be obligated to incur and expense in
connection therewith, Upon termination of this Lease, Tenant shall not be obligated to remove any
improvements, utilities, conduits cable or other items of equipment installed or constructed in connection
with such Conduit Connection.
B. Project Name.
Landlord agrees that in no event will the Project be renamed by Landlord with the name of any
company which is a competitor of Tenant. If Landlord designates a name for the Project, such name shall
not include the name of corporation, partnership or limited liability company that is not controlled by
Landlord.
C. Transition Space,
Landlord agrees that Tenant can occupy and utilize up to 80,000 square feet of space for a period of
up to three (3) months from the Lease Commencement Date with Base Rent being abated for this transition
space. Additional Rent shall be paid hy Tenant for this three (3) month period for this transition sp~ce,
Each month Tenant will advise Landlord of how much transition space is required for the following month
and the Additional Rent payable hereunder shall be adjusted for the next month's transition space square
footage, .
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D, Substitution of Premises,
During the Initial Term. or any subsequenttertn of the Lease. Landlord reserves the right to provide
substitute leasehold premises within the subject Project reasonably acceptable to Tenant subject to the
following:
(i) The substitute premises shall be of equal quality and habitability and shall consist
of equal or greater square footage in the Project.
(ii I Tenant's current and future business operations shall not be interrupted or impeded.
(iii I Tenant's rental rate shall not be increased,
(i,,) Landlord shall pay any increase in Tenant's casualty insurance premiums, utilities
or real estate taxes which may insure to the demised premises,
(v) Landlord shall pay all costs of Tenant's relocation including but not limited to the
relocation costs of voice, data and network cabling costs,
(vii Landlord shall provide Tenant at least ninety (90) days prior written notice of'
Landlord's intent to substitute premises,
IN WITNESS WHEREOF. the parties hereto have executed these presents, in duplicate, the day
and year first above-wrillen.
TENANT
LANDLORD
MOTOROLA,INC.
a Delaware corporation
a
corporation .
By:
Print Name:
Its:
By'
Its:
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Exhibit C to Leaseback
Fair Market Rent Determination
Market Rent shall be a rental rate equal to the then current market rate, for comparable space in other
buildings comparable to the Premises in the submarket taking into account all relevant factors including the
size and cost of the building in question when compared to the Premises and the amenity package available
for the building in question when compared to the Premises. the creditworthiness of the Tenant. all
concessions which are being offered to renewal tenants as new tenant improvements. size and location of
the space and the rate shall specifically exclude amounts previously allributed to Tenant's original Tenant
Improvements Landlord's Work and additional Tenant Improvements (collectively the "Market Rate"),
Upon receiving notice of Tenant's intent to extend the term of the lease, Landlord shall notify Tenant in
writing of its detennination of Market Rate. In the event Tenant rejects Landlord's detennination of the
Market Rate, Tenant shall include with its notice of rejection, Tenant's detennination of Market Rate,
Landlord and Tenant shall then negotiate in good faith for thirty (30) days following the delivery of
Tenant's notice to Landlord in an attempt to reach an agreement as to the Market Rate, If, however,
Landlord and Tenant are unable to reach an agreement as to the Market Rate, then Tenant shall have the
option within five (5) days following the end of such thirty (301 day period to (\) revoke its election to
extend the tertn of this Lease. or (2) to request non-binding mediation, In the event that Tenant shall
revoke its notice to extend the term of this Lease, the Lease shall expire per its tertnS. In the event that
Tenant shall elect the non-binding mediation, then Landlord and Tenant shall, within ten (10) days
thereafter. each designate a qualified real estate professional. The two (2) such appointees shall within
five (5) days thereafter. designate a third real estate professional having substantially similar
qualifications.
After a third real estate professional has been designated in accordance with the above paragraph, then
within twenty (20) days after the appointment of the third representative, the group shall present their
findings regarding the issues of markettertns and conditions to both the Landlord and Tenant. If, at that
time, Landlord and Tenant are in agreement with the mediation group's findings, then the Lease shall be
modified under those tertns and conditions.
If. at the time of the mediation group's presentation. no agreement can be reached then. Tenant's sole
options are to cancel the option to renew or to agree to Landlord's detennination of Market Rate.
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Exhibit D to Leaseback
Landlord Work
Demising the Premises
Modifying or rernoving the parking lot security access system to allow for multi-tenant use
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Exhibit E to Leaseback
Tenant Improvement Description
750 kva generator being replaced with 200 kva generator
General reconfiguration of the Premises
Potential installation of a fitness center
Potential engineering test areas buildout.
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EXHIBIT H
ASSIGNMENT AND ASSUMPTION Of SERVICE CONTRACTS
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of
, 2002 by and between MOTOROLA, INC., Delaware corporation
("Assignor") , and a ("Assignee"), on the other.
RECITALS
A. Assignor has entered into that certain Agreement of Purchase and Sale (the
"Purchase Agreement"), dated as of ,2002, between Assignor. as "Seller," and
Assignee, as "Purchaser" for purchase of the real property described in Exhibit A attached hereto
(the "Property"), [If applicable: All of Purchaser's rights under the Purchase Agreement have
been assigned to Assignee,]
B. In conjunction with the sale and purchase of the Property, the purchase
Agreement obligates Assignor to assign to Assignee, and Assignee to assume, all of the "Service
Contracts" which have been timely designated by Assignee (the "Designated Service
Contracts"), as identified in the Schedule of Service-Contracts attached hereto as Exhibit B,
subject to the terms and conditions set forth in this Agreement.
NOW, THEREfORE. in consideration of the foregoing. and of the rnutual covenants and
conditions herein contained" the parties hereto (together, the "Parties," and eacb sometirnes a
"Party") hereby act and agree as follows:
] , Assignment. Assignor hereby assigns, sets over and transfers to Assignee,
without warranty and representation, and Assignee hereby takes and accepts from Assignor, all
of Assignor's rights in. under and to each of the Designated Service Contracts and to all benefits
and privileges hereafter accruing to Assignor thereunder.
2, Assumption of Obligation and Liabilities by Assignee, Assignee hereby assumes
all of the obligations and liabilities of Assignor under each of the Designated Service Contracts
accruing from and after the date hereof.
3, No Impairment of Purchase Agreement Provisions, Nothing contained in this
Agreement shall be deemed to limit. waive or otherwise derogate from any warranty,
representation, covenant or indemnification made in the purchase Agreement by either Party and
none of such provisions in the Purchase Agreernent shall be deemed to have merged into the
assignment made by this Agreement.
4, further Assurances, Assignor shall promptly execute and deliver to Assignee any
additional instrument or other document which Assignee reasonably requests to evidence or
better effect the assignment contained herein,
5, Counterparts, This Assignment rnay be executed in any number of counterparts ,
and by each Party on a separate counterpart or counterparts, each of which when so executed and
delivered shall be deemed an original and all of w.hich taken together shall constitute but one and
the same instrument.
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6, Governing Law, "his Assignment shall be deemed to t n agreernent made
under the laws of the state where the Property is located and for all purposes shall be governed
by and construed in accordance with such laws.
7. Binding Effect. This Assignment shall be binding upon and inure to the benefit of
each of the Parties and its successors and assigns.
8, Warranty of Signers, Each individual executing and delivering this Agreement on
behalf of a Party hereby represents and warrants to the other Party that such individual has been
duly authorized and empowered to make such execution and delivery,
9, Indemnification, Seller shall indemnify and hold Purchaser harmless from all loss,
damage. cost. expense or liability (including reasonable attorneys'fees. expenses and disbursements)
incurred by Purchaser arising out of or in connection with the obligations and liabilities of the Designated
Service Contracts prior to the day of Closing, Purchaser shall indemnify and hold Seller harmless from
all loss damage. cost. expense or liability (including reasonable allorneys' fees, expenses and
disbursements) incurred by Seller arising out of or in connection with the obligations and liabilities of the
Designated Service Contract' on and after the day of Closing.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and
delivered by their respective representatives, thereunto duly authorized, as of the date first above
written,
ASSIGNOR:
MOTOROLA. INC,
a Delaware corporation
By:
Its:
ASSIGNEE:
a
By:
Its:
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EXHIBIT 1
ASSIGNMENT AND ASSUMPTION OF LEASE(S)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made as
, 2002 by and between MOTOROLA, INC" Delaware corporation
a ("Assignee"), on the other.
of
("Assignor") ,and
RECIT ALS
A. Assignor has entered into that certain Agreement of Purchase and Sale (the
"purchase Agreement"), dated as of ,2002, between Assignor, as "Seller," and
Assignee. as "purchaser" for purchase of the real property described in Exhibit A attached hereto
(the "Property"), If a licable: All of Purchaser's riohts under the Purchase A reement have
been assigned to Assignee.]
B. In conjunction with the sale and purchase of the Property. the Purchase
Agreement obligates Assignor to assign to Assignee, and Assignee to assume, all of the Leases
("Leases"). as identified in the Schedule of Leases attached hereto as Exhibit B, subject to the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration 01 the foregoing. and of the mutual covenants and
conditions herein contained., the parties hereto (together. the "Parties," and each sometimes a
"Party") hereby act and agree as follows:
1. Assignment. Assignor hereby assigns, sets over and transfers to Assignee,
without warranty and representation. and Assignee hereby takes and accepts from Assignor, all
of Assignor's rights in, under and to each of the Leases (and to the guaranty of Lease described
on Exhibit B attached hereto) and to all benefits and privileges hereafter accruing to Assignor
thereunder
~ Assumption of Obligation and Liabilities by Assignee. Assignee hereby assumes
all of the obligations and liabilities of Assignor under each of the Leases accruing from and after
the date hereof.
3. No Impairment of purchase Agreement Provisions, Nothing contained in this
Agreement shall be deemed to limit, waive or otherwise derogate from any warranty,
representation, covenant or indernnification rnade in the purchase Agreernent by either Party and
none of such provisions in the purchase Agreement shall be deemed to have merged into the
assignment rnade by this Agreernent.
4, Further Assurances. Assignor shall promptly execute and deliver to Assignee any
additional instrument or other document which Assignee reasonably requests to evidence or
better effect the assignment contained herein,
5, Counterparts, This Assignrnent may be executed in any number of counterparts
and by each Party on a separate counterpart or counterparts, each of which when so executed and
delivered shall be deemed an original and all of which taken together shall constitute but one and
the same instrument.
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6. Governing La"', This Assignment shall be deemed to an agreement rnade
under the laws of the state where the Property is located and for all purposes shall be governed
by and construed in accordance with such laws,
7, Binding Effect. This Assignment shall be binding upon and inure to the benefit of
each of the Parties and its successors and assigns,
8, Warranty of Signers, Each individual executing and delivering this Agreement on
behalf of a Party hereby represents and warrants to the other Party that such individual has been
duly authorized and empowered to make such execution and delivery,
9, Indemnification, Seller shall indemnify and hold Purchaser harmless from all loss,
damage, cost, expense or liability (including reasonable allorneys' fees, expenses and disbursements)
incurred by Purchaser arising out of or in connection with the obligations and liabilities of the Leases
prior to the day of Closing. Purchaser shall indemnify and hold Seller harmless from all loss damage,
cost. expense or liability (including reasonable attorneys' fees, expenses and disbursements) incurred by
SeHer arising out of or in connection with the obligations and liabilities of the Leases on and after the day
of Closing,
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and
delivered by their respective representatives, thereunto duly authorized, as of the date first above
written.
ASSIGNOR:
MOTOROLA. INC.,
a Delaware corporation
By:
Its:
ASSIGNEE:
a
By:
Its'
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AGI JEMENT FOR THE PURCHASE A J
SALE OF COMMERCIAL REAL ESTATE
0/;:::
~\:::::'
THIS AGREEMENT FOR THE PURCHASE AND SALE OF COMMERCIAL REAL
ESTA TE ("Agreement") is entered into as of July alll, 2002 ("Effective Date") between
MOTOROLA. INC.. a Delaware corporation ("Seller"), and Maury L. Carter & Associates, Inc,
("Purchaser").
SECTION I SALE OF PROJECT,
Subject tn the term, and conditions provided in this Agreement. Seller agrees to sell and
Purchaser agrees to purchase all of Seller's right, title and interest in and to the following
described proper!\
1,1 Real Estate, The real property which is described on Exhibit A attached hereto,
including a vacant land parcel of approximately 29 acres (the "Real Estate").
l,~ Buildmg, The buildmg which is located on the Real Estate, together with all other
structures, fixtures and improvements owned by Seller and located on the Property (the
"Building"),
1,3 Equipment. The items of equipment. furniture and other personal property which
are located on the Property (defined below) and which are listed on Exhibit B attached hereto,
(the "Equipment" I.
1.4 Service Contracts, All service. maintenance and other contracts entered into by
Seller which relate to the maintenance or operation of the Building (the "Service Contracts")
and which are included in the list of the Service Contracts is attached hereto as Exhibit C.
The Real Estate. Building and Equipment are collectively referred to herein as the
"Property". and all of the items in this Section 1 are collectively referred to herein as the
"Project"
SECTION 2 PURCHASE PRICE,
The purchase price to be paid by Purchaser to Seller for the Project is Twenty One
Million Seven Hundred Fifty Thousand and 00/1 00 Dollars ($21,750,000,00) (the "Purchase
Price"), The Purchase Price will be paid by Purchaser in the following manner:
2,1 Earnest Money Deposit. Purchaser has deposited (or within three (3) business
days after the Effective Date will deposit) the sum of Three Hundred Thousand and 00/1 00
Dollars ($300,000.00) with the Title Company (as defined below) as the first installment of
earnest money and as a deposit towards payment of the Purchase Price, Immediately upon
expiration of the Inspection Period, Purchase shall deposit a second installrnent of earnest money
in the sum of Seven Hundred Thousand and 00/1 00 Dollars ($700,000,00) as a deposit towards
payment of the Purchase Price, The first installment and the second installment of the earnest
money shall be collectively or separately referred to at times as the Earnest Money Deposit as
referenced below The said earnest money shall be invested in a sound financial institution's
money market fund or account that pays interest or dividends, in Title Company's name separate
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from its personal and business ._counts. Seller shall make all investIT. ,decisions, The Earnest
Money Deposit and all interest eamed thereon shall herein be referred to as the "Eamest Money
Deposit". and shall be credited against the Purchase Price at Closing (as defined below), All
escrow fees, if any. charged by the escrow agent in respect of the Eamest Money Deposit shall
be equally shared b\' Seller and Purchaser; provided that if Purchaser terminates this Agreement
pursuant to Section 3,3 or 3.4. then Purchaser shall pay for the entire escrow fees, Purchaser
shall pay for all investment fees. The share of said escrow fees and, if applicable, investrnent
fees. of the part\' to whom the Eamest Money Deposit is retumed shall be deducted from said
returned amount. and the other party shall remain obligated for its share, and such obligation
shall survive any termination of this Agreement. Concurrent herewith (or within three (3)
business days after the Effective Date), the parties or their attorneys shall sign the customary
joint order escrow agreement of the Title Company
" -, Funds at Closing. At Closing, Purchaser shall pay to Seller the balance of the
Purchase Price which balance shall be paid to Seller by a wire transfer to an account designated
by Seller
:J Allocation of Purchase Price, Seller shall have the -ight. in its sole discretion, to
allocate the Purchase Price among the various items comprising the Project. Purchaser shall. at
Seller's request. execute a supplemental instrument which confirms and acknowledges Seller's
allocation of the Purchase Price in accordance with this subsection,
SECTION 3 TITLE MATTERS.
3,1 Title Commitment. Seller has ordered and will deliver to Purchaser upon receipt
a commitment for title insurance, at Purchaser's expense issued by Chicago Title Insurance
Company (the "Title Company") to insure title to the Real Estate in the name of Purchaser (the
"Title Commitment"),AlI references to the Title Company shall mean Chicago Title Insurance
Company Seller has ordered and will deliver to Purchaser upon receipt a current survey of the
Real Estate and Building meeting the minimum technical standards of Florida Administrative
Code Rule 61 G 17 -6 (the "Survey") to be a Purchaser expense at Closing (hereinafter defined).
'1 ') Permitted Exceptions, Seller shall transfer and convey its right, title and interest
in the Project to Purchaser subject to the Permitted Exceptions, The term "Permitted
Exceptions" shall mean the items set forth on Exhibit D attached hereto, Purchaser shall have
the right to tenninate this Agreement. if it is not satisfied with the Title Commitment or Survey,
by notice in writing served upon Seller during the Inspection Period, If Purchaser fails to so
serve said notice of it upon Seller within such time, Purchaser shall be deemed to have waived
said right. If within the Inspection Period, either party is not satisfied that the legal description in
Exhibit A hereto is correct and the parties do not jointly agree upon a corrected Exhibit A, then
either party may terminate this Agreement by notice in writing served upon the other within such
time. If either party fails to serve said notice upon the other within such time, the party not
serving said notice shall be deemed to have waived said right. Upon any tennination of this
Agreement pursuant to this Section 3,2, the Earnest Money Deposit shall be returned to
Purchaser, subject to Section 2.1, and except as set forth in Sections 2,1 and 3.4, neither party
shall have any further obligation hereunder.
3.3 Delivery of Title Policy at Closing, As a condition to Purchaser's obligation to
close, the Title Company shall deliver to Purchaser at Closing an Owner's Policy of Title
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Insurance ("Title Policy"), issue" ay the Title Company as of the date al. .,ime of the recording
of the Deed, in the amount of the purchase Price, insuring purchaser as owner of fee simple title
to the Real Estate. subject only to the Permitted Exceptions. Seller shall execute at Closing a
customary Seller's mechanics and materialman's lien affidavit. a standard parties in possession
affidavit and a gap affidavit. in such forms as the Title Company shall reasonably and
customarily require for the issuance of the Title Policy, The Title Policy may be delivered after
the Closing if at the Closing the Title Company issues a currently effective, duly executed
"marked-up" Title Commitment with the Title Policy in the substance of the "marked-up" title
Commitment to be issued promptlv after Closing, The premium for the Title Policy shall be
paid by Purchaser. Purchaser shall pay the cost of the Survey required hereunder.
3.4 Inspection Period, During the period which commences on the execution of this
Agreement by Purchaser and terminates on August 26. 2002 (the "Inspection Period"),
Purchaser may rnake any inspections. applications, reviews, studies, evaluations or surveys
(collectively. the "Inspections") required to satisfy itself as to the acceptability and suitability of
the Project for its purchase: provided. however. Purchaser shall deliver to Seller within five (5)
days after Purchaser's receipt thereof a copy of every report of findings which is issued as a
result of such activities, and purchaser shall cause the Property to be restored to its condition
prior to any of Purchaser's or its agents' activities which alter the condition of the Property, All
Inspections conducted at the PrClperty shall be during normal business hours and upon reasonable
notice at Purchaser's sole cost and expense. Seller will cooperate with Purchaser to facilitate the
permitted Inspections and Purchaser will not interfere with Seller's business operations in
carrying out the Inspections, Notwithstanding the foregoing, Purchaser shall no.! undertake any
"intrusive" environmental investigations (i,e" investigations involving boring or drilling upon the
land. soil testing or water or groundwater testing, or activities of a similar nature) without Seller's
prior consent. such consent not to be unreasonably withheld, Purchaser shall notify Seller in
advance of any environmental investigations with respect to the Property and afford Seller an
opportunity to be present at the time of any such investigation, Purchaser shall also, if requested
by Seller and if Seller consents to intrusive environmental investigations, evenly split samples
taken so that each party has the opportunity to test or retain half of the total sample. Purchaser
shall hold confidential all information it generates or receives with respect to the Property and
shall not disclose same to any third party: and Purchaser shall cause its agents and employees to
abide by such requirements,
Purchaser agrees to keep the Property fee and clear of liens and claims arising out of its
Inspections. and to indemnify and save Seller hannless from and against any and all damages,
costs, injuries and liabilities to the Property and/or any persons or property of any persons which
may occur by reason of and which is caused by any such Inspections, including without
limitation any environmental inspections. tests, surveys, studies or any other entry upon or use of
the Property by Purchaser or its agents, Should Purchaser, in its sole and absolute discretion,
find the Project is not acceptable and suitable for its purchase, then it shall have the right to
terminate this Agreement by written notice served upon Seller during the Inspection Period, in
which event the Earnest Money Deposit shall be returned to purchaser, subject to Section 2.1,
and except as set forth in Section 2,1 and this Section 3.4. neither party shall have any further
obligation hereunder. If Purchaser fails to so serve such notice upon Seller within such time,
Purchaser shall be deemed to have waived said right. Upon termination of this Agreement,
purchaser shall return to Seller all data previously delivered to purchaser under the terms of the
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Agreement. The obligations l urchaser under this Section 3.4 shall
this Agreement.
vi ve any termination of
3.4 (a) Upon the expiration of the Inspection Period and payment of the second
installment of Eamest Money Deposit by the Purchaser. the Purchaser shall proceed to closing
and the Earnest Money Deposit shall be non-refundable except for: (i) Seller'~ default; or (ii)
Failure of the Seller to deliver title subject only to the Permitted Exceptions,
3.4 Ib) Within five (5) business days of Purchaser executing this Agreement. Seller shall
deliver to Purchaser or make available to Purchaser for inspection, copies of the following (if
any) which are in the possession of Seller: (i) Existing cell site or antenna site leases for Skytel,
Rampage, Weblink, Motorola and Nextel; (ii) In-house environmental exit assessment
memorandum; liii) DRI documents; liv) the Survey; (v) governmental permits: (vi) building and
maintenance logs (available for inspection at the Project: (vii) engineering planning studies,
master plans and transportation studies as included in the DRI documents above: (viii) third party'
service and vendor contracts pertaining to the Project: (ix) Real estate tax bills for prior one (I)
year; (x) Any and all other reports. information or data. including but not limited to licenses,
permits or information that has a material effect on the Project: and (xi) Construction, plans,
engineering and architectural drawings available on site at the Project.
3.4 (c) During the Inspection Period. Seller will not make substantial structural
modifications (excluding routine maintenance) or enter into any third party leases or contracts
other than with the Back-Up Buyer Idefined below) for the Project without the prior consent of
the Purchaser. which consent shall not be unreasonably withheld,
SECTION 4 CLOSING
4,1 Closing Date, The closing of the purchase and sale of the Project (the "Closing")
shall be held on September J 2. 2002 or at such earlier date as Purchaser and Seller rnutually
determine, The Closing shall occur at 11:00 a.m, at the office of the Title Company in Chicago,
lllinOls.
4,2 Purchaser's Obligations at Closing. In addition to delivery of the balance of the
Purchase Price as described in Section 2,2.. which shall be paid in immediate, same-day federal
funds wired into the closing escrow account. Purchaser shall execute and deliver the following to
Seller at Closing:
(a) The Acceptance of Assignment and Assumption of Service Contracts in
the fornl attached hereto as Exhibit H,
Ib) Acceptance of Assignment and Assumption of Leases (as to the third
party leases described on Exhibit D) in the form attached hereto as Exhibit L
(c) Such disclosures and reports as are required by Florida and local law in
connection with the conveyance of Real Property,
(d) Evidence of the existence, organization, and authority of Purchaser and of '
the authority of the persons executing documents on behalf of Purchaser reasonably
satisfactory to Seller.
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I e I The Le, cback described in Section 6,2,
I fI Such affidavits. instruments or agreements that may be required by the
title company in its issuance of the policy of title insurance pursuant to the Title
Commitment.
(gl
Section 5.
A statement which reflects 'he settlements and prorations provided for in
4,3 Seller's Obligations at Closing. Provided that Purchaser performs its obligations at
Closing as set forth in Section 4.2.. Seller shall execute and deliver the following to Purchaser at
Closing:
I a) A Florida Special Warranty Deed in the form attached hereto as Exhibit E
conveying the Property and Building to Purchaser. subject to the Permitted Exceptions,
(b 1 A Bill of Sale in the form attached hereto as Exhibit F conveying the
Equipment to Purchaser.
(c I An Assignment and Assumption of Service Contracts in the form attached
hereto as Exhibit H assigning the Service Contracts to Purchaser
td I
Section 5.
A statement which reflects the settlements and prorations provided for in
tel
Leaseback.
Keys to the Building and possession of the Property. subject to the
(f) Such affidavits. instruments or agreements that may be required by the
title COIll[l3ny in its issuance of the policy of title insurance pursuant to the Title
Commitment.
(g I Such disclosures and reports as are required by Florida and local law in
connection with the conveyance of real property,
(h I The Leaseback described in Section 6,2,
(i) Assignment and Assumption of Leases (as to the third party leases
described in Exhibit Dl in the form attached hereto as Exhibit 1.
(jl A Foreign Investment in Real Property Tax Act affidavit executed by
Seller.
(k) Evidence of the existence. organization and authority of Seller and of the
authority of the persons executing documents on behalf of Seller reasonably satisfactory
to the Title Company,
SECTION 5 SETTLEMENT AND PRORATIONS,
The following items shall be prorated or settled between Purchaser and Seller at Closing:
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5, J Taxes and Assc",ments. Real property taxes and real t peny assessments for
the Propeny and the Building for the fiscal year in which Closing occurs shall be apportioned
between Seller and Purchaser as of the date of Closing, Such apportionment shall be computed
on the basis of the most recent issued bills with the maximum discount allowed by law, and shall
constitute a final settlement. Purchaser understands that it shall be solely responsible for
payment of all special assessments against the Property or the Building which are assessed for
improvements to the Property or the surrounding land which are installed after the date of
execution of this Agreement. or which may be payable after Closing,
5.:2 Pavments under Service Contracts, All amounts due under the Service Contracts
through the date of Closing shall be paid by Seller. All payments due under the Service
Contracts during the period of time from and after the date of Closing shall be paid by Purchaser.
Seller shall receive a credit for the portion of any prepaid amount under a Service Contract which
is attributable to the period of time after the date of Closing, All deposits under any of the
Service Contracts shall be retained by Seller as its exclusive property,
5.3 Personal Property and Sales Taxes. All personal property taxes assessed against
the Property through the date of Closing shall be paid with the maximum discount allowed by
law by Seller. All personal property taxes assessed against the Property from and after the date
of Closing shall be paid with the maximum discount allowed by law by Purchaser. Purchaser
shall pay all sales and use taxes associated with sale of the Property by Seller to Purchaser.
Purchaser shall. upon Seller's request. produce evidence at Closing of Purchaser's payrnent of all
sales or use taxes resulting from the sale of the Property.
5.4 Utility Charges. All utility charges will be prorated as of the date of Closing, and
Seller shall pay all charges assessed through the date of Closing if a final billing is available, If a
final billing is unavailable. Seller shall deposit with the Title Company an amount estimated by
the title company to be sufficient to pay the final billing when it becomes available, with any
excess amount to be refunded to Seller. Seller shall receive a credit for the portion of any
prepaid amount which is attributable to the period of time after the date of Closing, All deposits
paid to utilities shall be retained by Seller as its exclusive property.
5.5 Miscellaneous Closing Costs. Purchaser shall pay the costs associated with
providing the title insurance policy described in subsection 3,:2. All real estate recording and
documentary fees payable in connection with the purchase and sale of the Project shall be paid
by Purchaser. Seller shall pay for the documentary stamp taxes. Any fee for closing services
which is charged by the Title Company shall be shared equally by Seller and Purchaser.
Common area expense charges payable by Seller. Boynton Beach water charges rents (if any) as
to antenna site leases, and other customarily proratable items shall be apportioned as of the Date
of Closing, Costs of any survey required by Purchaser shall be paid by Purchaser. Except as
otherwise expressly provided in this Agreement. Purchaser and Seller shall pay their own fees
and expenses incurred in the preparation, execution and performance of their respective
obligations under this Agreement.
SECTION 6 CONDITlON OF PROJECT AND LEASEBACK
6.1 D1SCLAlMER AND RELEASE. PURCHASER ]S RELYING SOLELY ON
ITS OWN INSPECTION AND EXAMINA T]ON IN PURCHASING THE PROJECT; AND IS
PURCHASING THE PROJECT ON AN "AS-IS" BAS]S WITH ALL FAULTS AND
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DEFECTS NOW KNOWN at, HEREAFTER DISCOVERED BY PL..CHASER, NEITHER
SELLER NOR Al\'Y OF ITS AGENTS OR REPRESENT A TIVES MAKE ANY
REPRESENT A TJON OR WARRANT)' TO PURCHASER. EXPRESS OR IMPLIED, AS TO
(A) THE SUIT ABILITY OF THE PROJECT FOR PURCHASER'S INTENDED USE, OR
ANY PARTICULAR PURPOSE OR THE MERCHANTABILITY THEREOF, (B) THE
PROFIT ABlLITY OF THE OPERATION OF THE PROJECT OR THE INCOME TO BE
DERIVED HEREFROM, (C) THE ENVIRONMENTAL CONDITION OF THE PROPERTY
(0) THE SUIT ABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND
USES WHICH PURCHASER MA Y CONDUCT THEREON, INCLUDING THE
POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (E) THE
COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERA TJON WITH ANY LAWS,
RULES. ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY (INCLUDING WITHOUT LIMITATION, THE FEDERAL
COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABlLITY
ACT (42 USC SECTION 9601 ET SEQ,) AND OTHER ENVIRONMENTAL LAWS, RULES
OR REGULATIONS) AND ANY CLAIMS MADE OR OBLlGA TJONS OR LIABlLITIES
IMPOSED PURSUANT THERETO; (F) THE MANNER OR QUALITY OF THE
CONSTRUCTION OR MATERLl\LS, IF ANY, INCORPORATED INTO THE PROPERTY;
(Gl THE MANNER. QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
PROPERT'r';!HI THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT. ON.
UNDER, OR ADJACENT TO THE REAL ESTATE OR BUILDING OR ANY OTHER
ENVIRONMENTAL MA TTER OR CONDITION OF THE PROPERTY; (n ANY OTHER
MA TTER WITH RESPECT TO THE CONDITION OF THE PROPERTY; AND (J) ANY TAX
CONSEQUENCES. FA VORABLE OR OTHERWISE, RESULTING FROM PURCHASER'S
ACQUISITION OR OPERA TION OF THE PROJECT; AND ALL SUCH
REPRESENT A TIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY
SELLER AND PURCHASER HEREBY RELEASES SELLER FROM ANY AND ALL
RESPONSIBlLITY AND LIABILITY IN RESPECT THEREOF, ANY REPRESENTATIONS,
WARRANTIES OR STATEMENTS MADE BY ANY AGENT OR REPRESENTATIVE OF
SELLER. INCLUDING WITHOUT LIMIT A TION THE BROKER (AS DEFINED BELOW),
MA Y NOT BE RELIED UPON BY PURCHASER AND DO NOT CONSTITUTE A PART OF
THIS AGREEMENT,
6,2 Leaseback, Seller will deliver possession of the Project at Closing to Purchaser,
provided, however. that Seller will lease back various portions of the Property, The rental and
terms of the said lease back and the specific premises covered, shall be incorporated in a lease
agreement (the "Leaseback") executed by Seller and Purchaser in the form attached as Exhibit G
at Closing,
Purchaser acknowledges that portions of the roof of the Building will need repair or
replacement (hereinafter "Repairs") in the short term at Purchaser's expense, Purchaser's
consultant has estimated the cost of the Repairs to be Eight Hundred Five Thousand and 0011 00
Dollars ($805.000,00), as shown in the attached Exhibit J. Purchaser agrees that if the total cost
of such Repairs to Purchaser is Jess than the estimate of the consultant contained in Exhibit J, the
difference between the estimate and the actual cost shall be paid to the Seller as Tenant pursuant
to the Leaseback within thirty (30) days of the full and completion of the Repairs as a credit to
rent and all other sums due pursuant to the Leaseback. The obligations of Purchaser under this
Section 6,2 shall survive the Closing of this transaction,
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SECTION 7 ENVIRONMENTAL MATTERS,
Purchaser has caused an investigation of the Project to he made by an environmental
engineering finn of Purchaser's choosing, or has made such other examination or inspection of
the Project as Purchaser deems sufficient to evaluate the environmental condition of the Project.
Without limitation of the provisions of Section 6,1, Purchaser hereby releases Seller, and Seller's
agents and representatives, from any and all claims, causes of action, or liabilities arising out of
or relating directly or indirectly to any known or unknown Environmental Hazard at, in, on or
under the Project. For purposes of this paragraph, the term "Environmental Hazard" shall mean
any Hazardous Material. or the storage, handling. production. disposal. treatment or release
thereof: and the term "Hazardous Material" shall mean (a) any hazardous waste, any extremely
hazardous waste, or any restricted hazardous waste, or words of similar import, as defined in the
Resource Conservation and Recovery Act (42 D,S, C. Section 6901 et seq,); (b) any hazardous
substances as defined in the Comprehensive Environmental Response, Compensation and
Liability Act (42 D,S, C. Section 9601 et seq,): (cl any toxic substances as defined in the Toxic
Substances Control Act (15 D,S. C. Section 2601 et seq,): (d) any pollutant as defined in the
lIean Water Act (33 U.S, C. Section ]251 et seq,): (e) gasoline, petroleum or other hydrocarbon
products or by-products: (n asbestos: or (g) any other materials, substances, or wastes subject to
environmental regulation under any applicable federal. state or local law. regulation, or
ordinance now or hereafter in effect.
SECTION 8 LOSS OR CASUALTY,
In the event of damage to, or the destruction of. all or any part of the Project prior to the
Closing Date. the parties agree as follows:
8,1 Damage. In the event of any material damage to or destruction of the Property,
Purchaser, as its sole remedy in respect thereof may. at its option, by notice to Seller given
within 14 days after Seller notifies Purchaser of such damage or destruction (and if necessary the
Closing Date shall be extended to give Purchaser the full 14-day period to make such election):
(i) terminate this Agreement in which event the Earnest Money Deposit shall be immediately
returned to Purchaser, subject to Section 2.], and neither party shall have any further obligation
hereunder except a set forth in Sections 2, I and 3.4. or (ii) proceed under this Agreement, receive
any insurance proceeds due Seller, or previously received by Seller, as a result of such damage or
destruction and assume responsibility for such repair. and Purchaser shall receive a credit at
Closing of any deductible, uninsured or coinsured amount under said insurance policies not to
exceed $1,000,000. If Purchaser elects (ii) above, Purchaser may extend the Closing Date for up
to an additional 30 day period in which to obtain insurance settlement agreements with Seller's
insurers, and Seller will cooperate with Purchaser in obtaining the insurance proceeds and such
agreements from Seller's insurers, If Purchaser fails to make such election when and as set forth
above, it shall be deemed to have elected (i). If the Property is not rnaterially damaged, then
Purchaser shall not have the right to terminate this Agreement, but Seller shall, at its cost, repair
the damage before the Closing in a manner reasonably satisfactory to Purchaser or if repairs
cannot be completed before the Closing, credit Purchaser at Closing for the reasonable cost to
complete the repair. "Material damage" and "Materially damaged" rneans damage reasonably
exceeding $1,000,000 in costs to repair.
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SECTION 9 CONDEMNATI~j'.
If, between the Effective Date of this Agreement and Closing, any portion of the Project
is taken in condemnation, the parties agree as follows:
9.1 Unessential Portion of Project. If the portion of the Project be taken in
condemnation is not essential to the continued use of the Project. the Agreement shall continue in
full force and effect. In such event. the Purchase Price shall be paid by purchaser at Closing
without reduction, but Seller shall remit to purchaser all awards received by Seller as a result of
the condemnation.
9.2 Essential Portion of Project. If the portion of the Project taken in condemnation is
essential to the continued use of the Project. Purchaser and Seller shall both have the option to
tenninate this Agreement and their respective obligations hereunder. The option to tenninate
contained in this subsection must be exercised by written notice to the other party no later than
twenty (201 days after the party first becomes aware of the condemnation, If either party
exercises its option to terminate in accordance with this subsection, Seller shall return the
Earnest Money Deposit to Purchaser, subject to Section 2,1, and neither party shall have any
further obligation hereunder except as set forth in Sections 2,1 and 3.4, If neither party exercises
its option to terminate as provided in this subsection. the Agreement shall continue in full force
and effect. In such event. the Purchase Price shall be paid by Purchaser at Closing without
reduction, but Seller shall remit to Purchaser all awards received by Seller as a result of the
condemnation
SECTION 10 DEFAULT AND REMEDIES.
In the event of default by either party under this Agreement, Purchaser and Seller agree
as follows:
10,1 Purchaser's Default. If this transaction fails to close due to the default of
Purchaser, then Seller's sole and exclusive remedy in such event shall be to terminate this
Agreement and to retain the Earnest Money Deposit. subject to Section 2,1, as liquidated
damages, Seller waiving all other rights or remedies in the event of such default by Purchaser,
except as set forth in Sections 2,1 and 3.4. The parties acknowledge that Seller's actual damages
in the event of a default by Purchaser under this Agreement will be difficult to ascertain, and that
such liquidated damages represent the parties' best estimate of such damages. For purposes of
this Section 10, \, default shall include Purchaser's failure to pay the Purchase Price in full when
due, or any other breach of a representation, warranty or covenant in any material respect.
Prornptly upon becoming aware of any default by Purchaser. Seller shall so notify Purchaser.
10,2 Seller's Default. If this transaction fails to close as a result of Seller's default
intentionally incurred for the purpose of frustrating this Agreement, Purchaser may, as its sole
remedy, either enforce specific performance or terminate this Agreement and receive a refund of
the Earnest Money Deposit, subject to Section 2.1, thereby waiving all other rights or remedies
in the event of such default by Seller. If this transaction fails to close as a result of any other
default by Seller, purchaser may, as its sole remedy, either waive such default and purchase the
Project subject to such default, or terminate this Agreement and receive a refund of the Earnest
Money Deposit. subject to Section 2.1, thereby waiving all rights or remedies in the event of
such default by Seller. If within twenty-one (21) days after the date on which it becomes aware
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of a default by Seller. purchaser _ _,Is to make its election to (i) specifica enforce this
Agreement (if such remedy is available to it as set forth above), (ii) terminate this Agreement as
set forth above or (iii) waive such default and close. it shall be deemed to have elected to waive
such default and purchase the Project subject to such default. Promptly upon becoming aware of
any default by Seller, purchaser shall so notify Seller.
SECTION]] BROKERS, Seller represents and warrants to Purchaser that. other than Andy
Sexson of Binswanger CBB and Michael Falk of McCraney Falk Commercia] Realty Group,
("Rroker"), no broker or finder h,,-s been engaged by Seller in connection with any of the
transactions contemplated by this Agreement. Seller further represents and warrants that no
person or entity. other than Broker. now claims or will claim any commission, finder's fee or
other amounts by, through, under or as a result of any relationship with Seller because of such
transactions, Seller agrees to pay Broker a commission pursuant to a separate agreement, which
commission shall not be earned or payable until the occurrence of the Closing and Seller's receipt.
of the Purchase Price, In the event of a termination of this Agreement, Broker shall have no right
to share in the Earnest Money Deposit if retained by Seller. Purchaser represents and warrants to
Seller that no broker or finder has been engaged by Purchaser. other than Renaissance Realty
Group, Inc.. a Florida rea] estate broker and that is entitled to receive a commission equal to .5%
of the Purchase Price allocated to the Rea] Estate. payable at closin~ from Seller's proceeds in
connection with any of the transactions contemplated by this Agreernent. Purchaser further
represents that other than Broker, no person or entity clairns or will clairn any commission,
finder's fee or other amounts by. through. under or as a result of any relationship with Purchaser
because of such transactions. Each party agrees to hold the other party harmles~ from and
against any and all costs. expenses, claims, losses or damages. including reasonable attorneys'
fees, resulting from any breach of the representations and warranties contained in this Section,
As required by Florida law, Seller is advised that Maury L Carter and Associates, Inc"
and Douglas Property and Development, Inc, are registered real estate brokers who are not
receiving a commission or any other form of compensation from the Seller for their efforts in
conjunction with this transaction,
SECTION]:2 ASSIGNMENT. Purchaser shall have the right to assign all of its interest or
right under this Agreement to a land trust or entity fonned by Purchaser and controlled by
Purchaser with the prior written consent of Seller which consent shall not be unreasonably
withheld, Any attempted assignment by Purchaser without such prior written consent,
including assignments that would otherwise occur by operation of law, shall be without force or
effect as against Seller.
SECTION 13 MISCELLANEOUS,
13.1 Notices, All notices required or permitted under this Agreement shall be given by
registered or certified mail, postage prepaid, reliable overnight courier, or by hand delivery,
directed as follows:
If intended for Seller. to:
Motorola, lnc,
1303 E Algonquin Road, 7th Floor
Schaumburg, lIlinois 60196
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Attn,: Christine A. Foh, Esq,
Director of Real Estate Legal Affairs
with a copy in each case to:
James S, Gray, Esq.
Altheimer & Grav
]0 South Wacker Drive_
Chicago. IL 60606-7482
If intended for Purchaser, to:
Daryl M, Carter, President
Maury L Carter & Associates, Inc,
908 S. Delaney Avenue
Orlando, Florida 32806
with a copv in each case to:
T. Michael Woods, Esq.
Woods & Woods, P.A.
612 E. Colonial Drive, Suite 190
Orlando. Florida 32803
Any notice delivered by mail in accordance with this paragraph shall be deemed to have been
duly given three (3) days after the same is deposited in any post office or postal box regularly
maintained by the United States. Any notice which is sent by overnight courier shall be effective
the next day after delivery to the courier. Any notice which is hand delivered shall be effective
upon receipt by the party to whom it is addressed, Either party. by notice given as above rnay
change the address to which future notices should be sent.
13.2 Successors and Assigns, This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs. executors, personal representatives,
successors and permitted assigns. If the Purchaser assigns this Agreement to an assignee
permitted hereunder, such assignee assumes the obligations of the Purchaser hereunder,
provided. however. that such assignment shall not release the Purchaser from its obligations
hereunder.
13,3 Entire Agreement. This Agreement, together with the exhibits attached hereto,
constitutes the entire agreement between Seller and Purchaser, and may not be modified in any
manner except by an instrument in writing signed by both parties.
13.4 Headings, The section and subsection headings contained in this Agreement are
inserted only for convenient reference and do not define, limit or proscribe the scope of this
Agreement or any exhibit attached hereto.
13.5 Counterparts, This Agreement may be executed in any number of counterparts
which together shall constitute one and the same instrument.
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13.6 Unenforceable Provisions, If any provision of this Agreer. .t, or the application
thereof to any person or situation shall be held invalid or unenforceable, the remainder of this
Agreement. and the application of such provision to persons or situations other than those to
which it shall have been held invalid or unenforceable. shall continue to be valid and enforceable
to the fullest extent pennilted by law,
13.7 Time of the Essence, Time is strictly of the essence with respect to each and
every term, condition. obligation and provision of this Agreement, and the failure to timely
perfonn any of the tenns, conditions, obligations or provisions hereunder by either party shall
constitute a breach of and a default under this Agreement bv the party so failing to perlonn. In
calculating any period of time provided for in this Agreement. the number of days allowed shall
refer to calendar and not business days. If any day scheduled for perfonnance of any obligation
hereunder shall occur on a ....eekend or legal holiday. the time period allowed and day for
perfonnance shall be continued to the next business day.
13,8 Waivers, No waiver by either partv of any provision hereof shall be effective
unless in writing except as otherwise set forth in Sections 3,2, 3.4, 8,1,10,1 and 10,2, or shall be
deemed to be a waiver of any other provision hereof or of any subsequent breach by either party
of the same or any other provision.
13,9 Attorneys' Fees and Costs, In the event of litigation between Seller and Purchaser
arising out of the enforcement of or a default under this Agreernent, the prevailing party shall be
entitled to judgment for court costs and reasonable attorneys' fees in an amount. to be determined
by the court. '
13,10 Special Taxing Districts, Special taxing districts may be subject to general
obligation indebtedness that is paid by revenues produced from annual tax levies on the taxable
property within such districts, Property owners in such districts may be placed at risk for
increased mill levies and excessive tax burdens to support the servicing of such debt where
circumstances arise resulting in the inability of such a district to discharge such indebtedness
without such an increase of mill levies, purchaser should investigate the debt financing
requirements of the authorized general obligation indebtedness of such districts, existing mill
levies of such district servicing such indebtedness, and the potential for an increase in such mill
levies.
13. I I Governing Law: Construction of Agreement. This Agreernent shall be governed
by and construed in accordance with the laws of the State of Florida, Seller and purchaser and
their respective counsel have reviewed, revised and approved this Agreement. Accordingly, the
nonnal rule of construction that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or any amendments or exhibits
hereto,
13.12 Tax Free Exchange. purchaser and Seller acknowledge that either party may
desire to effectuate the sale of the Project by means of an exchange of "like-kind" property which
will qualify as such under Section 1031 of the Internal Revenue Code of 1986 and regulations
thereunder, as amended, provided the other party incurs no additional expenses or liability and is,
not delayed in its acquisition of the Project. purchaser and Seller agree to cooperate with each
other, at no cost to the other party, as necessary or required with respect to the consummation of
such exchange transaction. Both parties expressly reserve their right to assign its rights, but not
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its obligations, hereunder to a ~"Iified Intermediary as provided in IR Zeg,l.1031(k)-I(g)(4)
on or before Closing.
13,13 Knowledge, There shall be no liability on the part of Seller, whether prior to or
after Closing, for breaches of any of its representations. warranties or covenants (i) if Purchaser
had actual knowledge thereof prior to the date hereof. or (ii) if purchaser first had actual
knowledge thereof after the date hereof and prior to expiration of the Inspection Period and
failed to terminate this Agreement during such period, or (iii) if Purchaser first had actual
knowledge thereof after the Inspection Period and prior to Closing and failed to terminate this
Agreement during such period.
13,14 RADON, RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS
THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES,
MA Y PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME.
LEVELS OF RADON THAT EXCEED FEDERAL AND ST ATE GUIDELINES HAVE BEEN
FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING
RADON AND RADON TESTING MAYBE OBT AINED FROM YOUR COUNTY PUBLIC
HEALTH UNIT,
13,15 JURY TRIAL WAIVER. PURCHASER AND SELLER WAIVE THE RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MAHER OF THIS AGREEMENT, THIS WAIVER IS
KNOWINGLY. LNTENTIONALLY. AND VOLUNTARILY MADE BY EACH PARTY AND
EACH PARTY EXPRESSLY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY
NOR ANY PERSON ACTING ON BEHALF OF THE OTHER PARTY HAS MADE ANY
REPRESENT A TIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN
ANY WAY TO MODIFY OR NULLIFY ITS EFFECT, EACH PARTY ACKNOWLEDGES
TO THE OTHER THAT IT HAS READ AND UNDERSTANDS THE MEANING AND
EFFECT OF THIS WAIVER PROVISION,
13.16 Confidentiality, Purchaser and Seller shall keep all terms of this Agreement and
the existence of this Agreement and information regarding the Property confidential and may
disclose such terms and conditions only to each party's attorneys, accountants. and other
professional advisors, Notwithstanding this provision. Seller rnay operate the Property in its
ordinary course and disclose any information necessary in its negotiations with back-up buyers,
13,17 Announcements. Seller and Purchaser shall consult with each other in advance
with regard to all press releases and other announcements issued concerning this Agreement or
the transactions contemplated hereby and, except as may be required by applicable laws or the
applicable rules and regulations of any governmental agency, neither Seller nor Purchaser shall
issue any such press release, internet article or other such publicity without the prior written
consent of the other party, which consent may be granted or withheld in the consenting parties
sole discretion,
13,18 Backup Buyer. Purchaser acknowledges that prior to Closing hereunder Seller
may negotiate a sale of the Project by Seller to another entity ("Backup Buyer"), pursuant to a
contract, letter of undertaking, other writing or oral agreement. The rights of the Backup Buyer
in respect of the Property will expire upon the Closing hereunder and the Backup Buyer will not
have the right to buy the Project free and clear of this Agreernent unless this Agreement is
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temllnated. If thi, Agreement is ,~rminated. Seller may sell the Project Ie _.Ie Backup Buyer or
any other buyer at any time, free and clear of this Agreement. Purchaser will render reasonable
cooperation prior to Closing hereunder to permit the Backup Buyer to concurrently perform its
due diligence investigation at no cost to Purchaser and so long as Backup Buyer does not
interfere with Purchaser's due diligence inve,tigation.
This Agreement for the Purchase and Sale of Commercial Rea) Estate has been executed
as of the date first appearing above,
SELLER:
MOTOROLA. INe.
~ ~/
By: y /2X~/}, #f~6~
Its: 'Z::t~.,~ vi I: 'Q:< \".,<'s'c\..c..,:f-....
&tc.(.- ;::::; ~aJ c4>c..:..."l
PURCHASER:
MAURY L. CARTER & ASSOCIATES, INe.
~:. ~~/Zc;jt'2
RE. MA~AGER
LEG L
C'"
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AGREEMENT OF BROKER
The undersigned, as Broker hereunder, acknowledges and agrees that Section 11 of the
foregoing Agreement correctly sets forth the understanding and agreement between Broker and
Seller relating to the payment of a commission resulting from the sale of the Project.
BROKER:
BINSW ANGER CBB
By:
Its:
MCCRANEY FALK COMMERCIAL REALTY
GROUP
By:
Its:
PURCHASER'S BROKER:
RENAISSANCE REALTY GROUP, INe.
Bv:
Its:
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