Loading...
HomeMy WebLinkAboutCity of Tamarac Resolution R-2001-294Temp. Reso #9548 September 25, 2001 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2001-294 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO ACCEPT AND EXECUTE A REMETERING AGREEMENT WITH TURNPIKE CENTER ASSOCIATES, FOR THE PALM ISLAND CLUB APARTMENTS TO ALLOW REMETERING OF THE WATER SERVICE FOR THE PURPOSE OF ALLOCATION OF THE DIRECT COST OF WATER AND SEWER SERVICE AMONG MULTIPLE USERS SUBJECT TO THE TERMS OF THE APPLICABLE DEVELOPER'S AGREEMENT AND IN ACCORDANCE WITH CITY CODE SECTION 22-30, "LIMITATIONS OF USE"; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FORAN EFFECTIVE DATE. WHEREAS, Turnpike Center Associates, ("OWNER") is requesting permission for the use of remetering at the Palm Island Club Apartments ("PROPERTY") located at 5098 Island Club Drive; and WHEREAS, the City consents to the use of remetering on subject PROPERTY, subject to the limitations set forth in Section 22-30 of the City Code and the Water and Sewer Developer's Agreement for the PROPERTY; and WHEREAS, the OWNER is responsible for the cost of the installation of all water submeters and associated plumbing; and Temp. Reso #9548 September 25, 2001 2 WHEREAS, the use of submeters shall be limited to the purpose of allocating the direct cost of water and sewer service among multiple users; and WHEREAS, the OWNER will read the meters on a periodic schedule and use the readings to determine the water use among the owners' lessees, tenants, and others who shall be lawfully entitled to receive same; and WHEREAS the OWNER is strictly prohibited from adding additional fees or surcharges to the direct costs of the water and sewer services to the PROPERTY; and WHEREAS, it is the recommendation of the Director of Utilities that the Remetering Agreement be accepted and executed with Turnpike Center Associates, for remetering of the Palm Island Club Apartments; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to execute the Remetering Agreement with Turnpike Center Associates, to permit remetering of the Palm Island Club Apartments for the allocation of the direct cost of water and sewer services among multiple users. 1 Temp. Reso #9548 September 25, 2001 3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, THAT: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: The appropriate City Officials are authorized to accept and execute a Remetering Agreement with Turnpike Center Associates, (a copy of which is attached hereto as "Exhibit A"). SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. 7 L 1 1 Temp. Reso #9548 September 25, 2001 4 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED, AND APPROVED this 10' day of October, 2001. JOE SCHREIBER MAYOR ATTEST: RECORD OF COMMISSION VOTE: MARION SW NSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. ITCHELLI CITY ATT RG/kw/db MAYOR SCHREIBER Ayer DIST 1: COMM. PORTNER A ew DIST 2: COMM. MISHKIN A e. DIST 3: V/M SULTANOF e, DID: COMM. ROBERTS Nab_ REMETERING AGREEMENT THIS AGREEMENT is made and entered into this /0 day of a� 2001 and between the City of Tamarac, a municipal corporation with principal offices located at 7525 NW 881h Avenue, Tamarac, FL 33321(hereinafter called "CITY") and Turnpike Center Associates, a Florida general partnershipwith principal offices located at 12804 SW 122_Avenue, _Miami, Florida 33186, (hereinafter called "OWNER"), to provide for remetering of water meters on the property known as Palm Island Club Apartments, located at 5098 Island Club Drive Tamarac Florida 33319 (hereinafter called "PROPERTY"). WHEREAS, the City Commission of the City of Tamarac passed Ordinance 0-97-7 which allows a property owner, upon the City's express approval, to install individual water meters for multiple users, referred to as remetering, to separately bill each water consumer based on his/her actual consumption; and WHEREAS, OWNER is the owner of PROPERTY described as Palm Island Club Apartments; and WHEREAS, OWNER desires to install individual water meters for each user (hereinafter "submeters") on the PROPERTY; NOW, THEREFORE, in consideration of the terms and conditions, provisions, covenants and promises hereinafter set forth, the Parties agree that: 1. The foregoing Whereas clauses are true and correct and incorporated herein by reference. 2. The City consents to the use of remetering on subject PROPERTY, subject to the limitations set forth in Chapter 22 of the Tamarac Code, as amended, any limitations set forth in the Water and Sewer Developer's Agreement for the PROPERTY, and any limitations set forth in any Federal, State and/or local law or Administrative Rule. 3. OWNER is responsible for the cost of the installation of all water submeters and associated plumbing. 4. The use of submeters shall be limited to the purpose of allocating the direct cost of water and sewer service among multiple users, as provided in Tamarac Code section 22-30, as amended. 5. OWNER will read the submeters on a periodic schedule and use the readings to determine the water use among the owners' lessees, tenants, and others who shall be lawfully entitled to receive same. 6. OWNER is strictly prohibited from adding additional fees or surcharges to the direct costs of the water and sewer services to the PROPERTY. The CITY reserves the right to audit the prorated bills distributed to the tenants to verify that the aggregate amount charged to the tenants is not greater than the direct amount charged to the OWNER by the CITY. OWNER agrees to supply billing information to the CITY as requested. 7. OWNER shall distribute information regarding the remetering to all tenants who receive distributed utility bills. Included in that information will be the name and phone number of the appropriate OWNER's representative to whom where billing inquires can be directed. 8. OWNER shall abide by the provisions set forth in Chapter 22 of the Tamarac Code, as amended, the Water and Sewer Developer's Agreement for the PROPERTY, and any Federal, State of Florida and/or local law or Administrative Rule. 9. This AGREEMENT can be revoked at any time by CITY for failure to comply with any provision of this AGREEMENT. 10. This agreement shall be governed by the laws of the State of Florida as are now and hereinafter in force. The venue for actions arising out of this Agreement is fixed in Broward County, Florida. 11. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, or sent by overnight carrier to the following addresses: Organization: City of Tamarac 7525 N.W. 88th Avenue Tamarac, Florida 33321-2401 Attention: City Manager With Copy to: City of Tamarac 7525 N.W. 88th Avenue Tamarac, Florida 33321-2401 Attention: City Attorney With Copy to: City of Tamarac 6001 Nob Hill Road Tamarac, Florida 33321-2401 Attention: Utilities Director With Copy to: Turnpike Center Associates 12804 SW 122 Avenue Miami, FL 33186 Attention: Managing Partner IN WITNESS WHEREOF, the parties have made and executed this Remetering Agreement on the respective dates under each signature. CITY OF TAMARAC, through its Mayor and City Manager and Turnpike Center Associates, through Joel F. Wynne, its Managing Partner, duly authorized to execute same. CITY OF TAM V'Schreiber, Mayor Date: ATTEST: Marion Swenson, 6MC City Clerk as tW form and legal S. Kraft, C Sworn to and subscribed before me this s& Day of n 01 20 o t, -- - Seal g�TPRY^PGgc RYB.ADAMSON- - F3G)ndtd(' I hru 9udgat Notary S®rvica® 0 effr y L. diller City Manager Turnpike Cepter Associates rr ry r vilklmri Joel F. Wynne/Managing Partner 12804 SW 122 Avenue Miami, Florida 33186 Date: Sent By: E BLDG PSL; 561 878 0224; 8ep-21-01 15:41; Page 2 AGREEMENT OF PARTNERSHIP OF Tur4pike Center Amadato This AGREEMENT OF PARTNERSHIP OF Turnpike Centex Associates shall be ei%ctive as of the 1" day of January, 1998, by and among Joel F. Wynne (hereafter referred to as the Managing Partner), the Dorothy Wynne Revocable Trust u/a/d January 18, 1995, Matthew L. Wynne, and Eric P. Wynne pursuant to the provisions of the Florida Uniform Partnership Act, on the following terms and conditions (any prior agreements are hereby declared null and void): Sedien I - THE PARTNERSHIP L I Formation. The Partnership is hereby formed as a Florida general partnership effective as of the date hereof pursuant to, in accordance with, and for purposes of, the provisions of the Florida Uniform Partnership Act. 1.2 Name. The name of the Partnership shall be Turnpike Center Associates and all business of the Partnership shall be conducted in such name. The Partnership shall hold all of its property in the name of the Partnership and not in the name of any Partner. 1.3 Purpose. (a) The purpose of the Partnership is to acquire, own, develop, mortgage, encumber, hypothecate, lease, sell, maintain, improve, alter, remodel, expand, manage, and otherwise operate and deal with part or all of the Project, including, without limitation, obtaining financing and refinancing for the above purposes, selling, exchanging, transferring, or otherwise disposing of all or any part of the Project and investing and reinvesting any funds held in reserve pursuant to the terms of this Agreement. (b) The Partnership may engage in any legal activity or other business, as the managing partner deems appropriate. 1.4 Place of Business. The principal place of business of the Partnership shall be at 12804 Southwest 1220d Avenue, Miami, Florida 3318&6203 or at such other place within or without the State of Florida as may be determined by the Managing Partner. 1.5 Term The term of the Partnership shall commence on the date hereof and shall continue until the winding tip and liquidation of the Partnership and its business is completed following a "Liquidating Event," asi provided in Section 9 hereof. 1.6 Statutory Compliance. The Partnership shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the state of Florida. The Partners shall make all filings and disclosures required by, and shall otherwise comply with, all such laws. The Partners shall execute grid file in the appropriate records any assumed or fictitious name certificates and other documents and instruments as may be necessary or appropriate with respect to the formation of, and conduct of business by, the Partnership, Section 2 - PARTNERS' CAPITAL CONTRIBUTIONS 2.1 Initial Capital Contributions. The names, addresses, initial Capital Contributions, and Percentage Interests of the Partners are set forth on Exhibit A hereto. 2.2 Additional Capital Contributions, Additional Capital Contributions may be called for by the Managing; Pager by written demand upon the Partners from time to time for any purpose deemed appropriate by the Managing Partner in his reasonable discretion or is necessary and appropriate in comecdon with any matter approved by the Partners pursuant to Section 5 hereof. Such additional Capital Page 1 of 11 Sent,By: E BLDG PSL; 561 878 0224; Sep -21-01 15:41; Page 3 Contributions shall be payable in proportion to the Percentage Interests of the Parmers. In the event any Partner shall fail to make any such additional Capital Contribution within ten (10) Business Days of written detnand from the Managing. Partner, then such Partner shall be in breach of his obligations hereunder and the Partnership and the other Partners shall have the rights and remedies set forth in this Agreement. 2.3 other Maw, (a) Except as otherwise provided in this Agreement, no Partner shall demand or receive a return of his Capital Convibi tions or withdraw from the Partnership without the cousettt of all Partners. Under circumstances requiring a return of any Capital Contributions, no Partner shall have the right to receive property outer than cash except as may be specifically provided herein. (b) No Pittner shall receive any interest, salary, or drawing with respect to his Capital Contributions or his Capital Account or for services rendered on behalf of the Partnership or otherwise in his capacity as Pater, except as otherwise provided in this Agreement. (c) Except as otherwise provided in this Section 2 and Section 10 hereof, relating to IYansfrrs of Partaer8hip interests, no Person shall be admitted to the Partnership ass Partner without the unanimous consent of the Partners. Section 3 — ALLOCATIONS 3.1 Profits. After giving effect to the special allocations set forth. in Sections 3.3 and 3.4 hereof, Profits for any Fiscal Year shall be allocated among the Partners in proportion to their Percentage Interests, 3.2 Losses. After giving effect to the special allocations set forth in Sections 3.3 and 3.4 hereof, Losses fax any Fiscal Year shall be allocated among the Partners in proportion to their Percentage interests. 3.3 Special Allocations. The following special allocations shall be made in the following order: (a) Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, notwiiding any other provision of this Section 3, if there is a net decrease its Partnership Minimum Gain during any Partnership Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partncr's share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-1(j)(2) of the Regulations. This Section 3.3(a) is intended to comply with the minimum gain chargiback requ++t in Section 1.704-1(f) of the Regulations and shall be interpreted consistently therewith. (b) Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704.1(i)(4) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Fiscal ,Yeayr, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nomecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the RegulktiOW, shall be specially allocated items of Partnership mconne and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partnees share of the net decrease in Partner. Notuecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4), Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The ittmts to be so allocated shall be detwairied in accordance with Sections 1.704-2(iX4) and 1.704-20)(2) of the Regulations. This Section 3.3(b) is intended to comply with the Mink" gain chargebaek requirement in Section 1.704.2(ix4) of the Regulations and shall be interpreted consistently therewith. (c) Nowwoum Deductions. Nonrecourse Deductions for any Fiscal Year shall be specially allocated among the Partners in proportion to their Percentage Interests. (d) Partner: Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner who been the economic risk of loss with respect to the Partner Page 2 of 11 Sent.By: E SLOG PSL; 561 878 0224; Sep-21-01 15:41; Page 4 Nonrecourse Debt to which such Partner Nourecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1), (e) Code :Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(U(2) or Regulations Section 1.704-1(b)(2)(iv)(M)(g), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall; be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the v4ustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event Regulations Section 1.704-l(b)(2)(ivXW)Q applies, or to the Partners to whom such distribution was made in the event Regulations Section 1.704-1(bx2)(iv) applies. M Allocations Relating to Taxable Issuance of Partnership Interests. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of an interest in the Partnership to a Partner (the "Issuance Iterms') shall be allocated among the Partners so that, to the extent possible, the net amount Of such Issuance hems, together with all other allocations under this Agreement to each Partner, shall be equal to the net amount that would have been allocated to each such Partner if the Issuance It== had not been realized. 3A Curative Allocations. The allocations set forth in Sections 3.3(a), 3.3(b), 3.3(c), 33(d) and 3.3(e) hereof (the "Regulatory Allocations') are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with Other Regulatory Allocations or with special allocations of other items of partnership income, gain, loss, or deduction pursuant to this Section 3.4. Therefore, notwithstanding any other provision of this Section 3 (other than the Regulatory Allocations), the Managing Partner shall make such offietting special allocations of Partnership income, gain, loss or deduction in whatever manner he determines appropriate so that, atte such offsetting allocations are trade, each Partner's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not hart of the Agreement and all Partnership items were allocated pursuant to Sections 3.1 and 3.2 hereof. In exercising his discretion under this Section 3.4, the Managing Partner shall take into account future Regulatory Allocations under Sections 3.3(a) and 3.3(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections 3.3(c) and 3.3(d). 3.5 Other Allocation Rules. (a) The Partners are aware of the income tax consequences of the allocations made by this Section 3 and hereby agree to be bound by the provisions of this Section 3 in reporting their shares of Partnership income and loss for income tax purposes. (b) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other itan shall be determined on a daily, monthly, of other basis, as determined by the Managing Partner using any permissible method under Code Section 706 and the Regulations thereunder. (c) Solely; for purposes of determining a Partur's proportionate share of the "excess nonrecourse liabilities'" of the Partnership, within the meaning of Regulations Section 1.752-3(a)(3), the Partners' interests in Pammship profits are in proportion to their Percentage interests. (d) To the extent permitted by Section 1.704-2(h)(3) of the Regulations, the Managing Partner shall endeavor not to treat distributions of Net Cash from Operations or Net Cash From Sales or Refinitticiugs as having been made from the proceeds of a Nonrecourse Liability or a Partner Novandcourse Debt. 3-6 Tux Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the Regulatiods thcrermder, income. gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with Section 1.10(aaxi) hereof). Page 3 of 11 r Sent By: E BLDG PSL; 561 878 0224; Sep-21-01 15:42; Page 5 In the event the Grass Asset Value of any Partnership asset is adjusted pursuant to Section 1.10(sa)(ii) hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take4ccourtt of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(e) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Managing Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant 1, this Section 3.6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Person's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provisions of this Agreement. Section 4 - DISTRIBMONS 4.1 Net Cash From Operations. Except as provided in Section 9.2 hereof, Net Cash From Operations, if any, shall be distributed not later than the thirtieth day after the end of each fiscal quarter to the Partners in proportion to their Percentage Interests. 4.2 Net Cash From Sales or Refinancing. Except as provided in Section 9,2 hereof, Net Cash From Sales or Refinancings, if any, shall be distributed, from) time to time as determined by the Managing Partner, to the Partners in proportion to their Percentage Interests. 4.3 Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation to the Partnership or the Partners shall be treated: as amounts distributed to the Partners pursuant to this Section 4 for all purposes under this Agreeareai. The Managing Partner is authorized to withhold from distributions, or with respect to allocation, to the Partners and to pay over to any federal, state, or local government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state or local law and shall allocate such amounts to the Partners with respect to which such amount was withheld. Section 5 - ACCOUN77NG, BOOKS AND RECORDS 5.1 Accounting, Books and Records, The Partnership shall maintain at its principal place of business separate books of account for the Partnership which shall show a true and accurate record of all costs and expenses incurred, all charges Made, all credits made and received, and all income derived in connection with the operation of the Partnersbip business in accordance with generally accepted accounting principles consistently applied and, to the extent inconsistent therewith, in accordance with this Agreement. The Partnership shall use the [accrual] method of accounting in preparation of its annual reports and for tax purposes and shall keep its book accordingly. Each Partner shall, at his sole expense, have the right, at any time withatrt notice to any other Partner, to examine, copy, and audit the Pact crsbip's books and records during normal business hours. 5.2 Reports. is . (a) In Geasral. The Managing Partner shall be responsible for the preparation of financial reports of the Partnership and the coordination of financial matters of the Partnership with the Partnership's accountants. (b) Reports. Within ninety (90) days after the end of each Fiscal Year and within sixty (60) days after the end of any fiscal quarter, the Managing Partner shall cause each Partner to be furnished with a copy of the balance sheet of the Partnership as of the last day of the applicable period, a statement of income or loss for the Partnership for such period, and a statement of the Partnership's cash flow for such period. Annual statements shall also incbtde a statement of the Pagers' Capital Accounts and changes die rein for such Fiscal Year. The Partnership's accountants shall review annual statemcnft. 5.3 Tint Returns; Information. The Managing Partner shall cause the Partnership's accountants to prepare all :income and other tax returns of the Partnership and shall cause the same to be filed in a timely manner. The Managing Partner shall famish to each Partner a copy of each such return, together with any Page 4 of 1 I Sent, By: E" BLDG PSL; 561 878 0224; Sep-21 -01 15:42; Page 6/12 schedulei or other information which each Farmer may require in connection with such Partner's own tax affairs. 5.4 Special Basis Adjustment, In connection with any Permitted Transfer of a Partnership interest, the Managing Partner shall cause the Partnership, at the written request of the transferor" or the transferee, on behalf of the Partnership and at the time And in the manner provided in Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership's property in the manner provided in Sections 734(b) and 743(b) of the Code, and such transferee shall pay all costs incurred by the Partnership to connection therewith, including, without limitation, reasonable attorneys' and accountants' fees. 5.5 Tax Matters Partner. The Managing Partner is specially authorized to act as the "Tax Matters Paftce' under the Code and in any similar capacity under state or local law. SECTION 6 - AMENDMENTS, MEETINGS 6.1 Amendments. (a) Amendments to this Agreement may be proposed by any Partner. Following such proposal, the Managing Partner shall submit to the Partners a verbatim statement of any proposed amendment, providing that counsel for the Partnership shall have approved of the same in writing as to form, and the Managing Partner shall include in any such submission a recmnrnendatirm as to the proposed amendment. The Managing Partner shall seek the written vote of the Partners on the proposed arnenr3meut or shall call a meeting to vote thereon and to transact any other business that it may deem approptia- . A proposed amendment shall be adopted and be effective as an amendment hereto if it receives the affirmative vote of a majority of the Partners. (b) Notwithstanding Section 6.1(a) hereof, this Agreement shall not be amended without the consent of each Partner adversely afFected if such amendment would alter the interest of a Partner in Profits, Losses, other items, or any Partnership distributions. 6.2 Unanimous Comsent. Notwithstanding anything to the contrary in Section 6.1, the Partnership may tape Any action contemplated under this Agreement if approved by the unammous consent of the Partners, inch consent to be provided in the manner required by Section 10.1 hereof The Managing Partner may require response to any request for approval within a specified time, but not less than ten (10) Business Days. Section 7 - TRANSFERS OF INTERESTS 7.1 Restrictions on Transfers, Except as expressly permitted or required by this Agreement, no Partner shall Transfer all or any portion of his interest in the Partnership or any rights, therein without the unanimous consent of the Partners. Any Transfer or attempted Transfer by any Partner in violation of the preceding sentence steal] be null and void and of no force or effect whatever, Each Partner hereby acknowledges the reasonableness of the restrictions on Transfer imposed by this Agreement in view of the Partnership purposes and the relationship of the Partners. Accordingly, the restrictions on Transfer contained herein "I be specifically enforceable. Each Partner hereby further agrees to hold the Partnership and each Partner (and each Partr='s successors and assigns) wholly and completely harmless from any Goat, liability, or danuge (including, without limitation, liabilities for income tunes and costs of enforcing this indemnity) incurred by any of such indermifined Persons as a result of a Transfer or an attempted Transfer in violation of this Agreement. Section 8 - WITHDRAWALS; ACTION FOR PAR77TION, BREACHES 8.1 Waiver of Partitions. No Partner shall, either directly or indirectly, take any action to require partition, t51e a bill for Partnership accounting or appraisernent of the Partnership or of any of its assets or properties for cause the sale of any Partnership property, and notwithstanding any provisions of applicable law to the, contrary, each Partner (and each of his legal representatives, successors, or assigns) hereby irrevocably waives any and all rights it may have to maintain any action for partition or to eommtpel any gale Page 5 of 11 Sent By: E BLDG PSL; 561 878 0224; Sep-21-01 15:43; Page 7/12 with respect to his PartncrAWP interest, or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement. 8.2 Covenant Not to Withdraw or Dissolve. Notwithstanding any provision of the Act, each Partner hereby covenants and agrees that the Partners have entered into this Agreement based on their mutual expectation that all Partners will continue as Partners and carry out the duties and obligations undertaken by them ;hereunder and that, except as otherwise expressly required or permitted hereby, each Palmer hereby Covenants and agrees not to (a) take any action to file a certificate of dissolution or its equivalent with respiect to itself, (b) take any action that would cause a Voluntary Bankruptcy of such Partner, (c) withdraw, or attempt to withdraw from the Partnership, (d) exercise any power under the Act to dissolve the Partnership, (e) Transfer all or any portion of his interest in the Partnership, (f) petition for judicial dissohttio'6 of the Partnership, or (g) demand a return of such Partner's contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of the Partners. 8.3 Consequences of Violation of Covenants. Notwithstanding anything to the contrary in the Act, if a Partner (e "Brcaching Partner") attempts to (i) cause a partition in breach of Section 8.1 hereof or (ii) Withdraw: from the Partnership or dissolve the Partnership or take any action in breach of Section 8.2 hereof, the Partnership shall continue and such Breaching Partner shall be subject to. this Section 8.3. In such event, the following shall Occur; (a) The Breaching Partner shall immediately cease to be a Partner and shall have no further power to act for or bind the Partnership; (b) The other Partners shall continue to have the right to possess the Partnership's property and goodwill and to conduct its business and affairs; (c) The Breaching Partner shall be liable in damages, without requirement of a prior accounting, to the Parnership for all costs and liabilities that the Partnership or any partner may incur as a result of such breach; (d) The Partnership shall have no obligation to pay to the Breaching Partner his contributions, capital, or profits, but may, by noti= to the Breaching Partner within thirty (30) days of his withdrawal, elect to make Breach Payments (as hereinafter defined) to the Breaching Partner in complete satisfaction of the Breaching Partner's interest in the Partnership; (e) If the Tartnaship does not elect to make Breach Payments pursuant to Section 8.3(d) hereof, the Partttsrship shall treat the Breaching Partner as if he were an unadmitted assignee of the interest of the Breaching Partner and shall make distributions to the Breaching Partner only of those amounts otherwise payable with respect to such interest hereunder; (f) The Partnership may apply any distributions otherwise payable with respect to such interest (including Breach Payments) to satisfy any claims it may have against the Breaching Partner; (g) The Breachms Partner shall have no right to inspect the Partnership's books or records or obtain other infasthation concerning the Partnership's operations; (h) The ]Breaching Partner shall continue to be liable to the Partnership for any unpaid Capital Contributions required hereunder with respect to such interest and to be jointly and severally liable with the other Partners for any debts and liabilities (whether actual or contingent, ]mown or unknown) of theiParhwrship existing at the time the Breaching Partner withdraws or dissolves; and (i) NomidwUmding anything to the contrary heremabove provided, unless the Partnership has elected to make :Breach Payments to the Breaching Partner in satisfaction of his interest, the Partnership may offer and sell (on any terms that are not manifestly unreasonable) the interest of the Breaching Partner to any other Partners or other Persons on the Breaching Partner's behalf, provided that arty Person acquiring such interest becomes a Partner with respect to such interest and agrees to perform the duties and obligations imposed by this Agreement on the Breaching Palmer. 8.4 Breach Payments. For purposes hereof, Breach Payments shall be made in flour installments, each equal to one-fourth of the Breach Amount payable on the next four (4) consecutive anniversaries of the breach by the Breaching Partner, with simple interest accrued from the date of such breach through the date each such;installmeut is paid on the unpaid balance of such Breach Amount at ten percent (10 %) per annual. The Breach Amount shall be an amount equal to the greater of $1 or the Net Equity of the Page 6 of l l Sent.By: E BLDG PSL; 561 878 0224; Sep-21-01 15:43; Page 8/12 Breaching Partner's interest on the day of such breach. The Partnership may, at its sole election, prepay all or any portion of the Breach Payments or interest accrued thereon at any tithe without penalty. 8.5 No Bonding. Notwithstanding anything to the contrary in the Act, the Partnership shall not be obligated to secure the value of the Breaching Partner's interest by bond or otherwise; provided, however, that if a court of conVetcat jurisdiction determines that, in order to continue the business of the Partnership such value must be so secured, the Partnership may provide such security. If the Partnership provides such security, the Breaching Partner shall not have any right to participate in Partnership profits or distributions during the term of the Partnership, or to receive any interest on the value of such interest_ For this purpose, the value: of the interest of the Breaching Partner shall be the greater of $1 or the Net Equity of such interest as of the effective date of the Breaching Partner's withdrawal. Section 9 - DISSOLUTION AND WINDING UP 9-1 Liquidating Evems. The Partnership shall dissolve and commence windithg up and liquidating Upon the fint to occur of any of the following ("Liquidating Events,). (a) Decemltar 31, 2085; (b) The wile of all or substantially all of the Property; W The vote by Partners holding Fifty percent (50 %) or more of the Percentage Interests to dissolve, wind up, and liquidate the Partnership; (d) The Itappeu* of any other event that In2kes it unlawful or impossible to carry on the business of the Partumhip; or (e) Any event which causes there to be only one Farther. The Partners hereby agree that, notwithstanding any provision of the Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. If it is determined, by a court of competent juriedi,ctiou, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, the Partners hereby some to continue the business of the Partnership without a winding up or liquidation. 9.2 Winding Up. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the cla = of f creditors and Partners and no Partner shall take any action that is inconsistent with, or not necessary Ito or appropriate for, winding up the Patfership's business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this AgretrMcnt shall continue in full farce and effect until such time as the Property has been distributed pursuant to this Section 9.2 and the Partnership has terminated. The Managing Partner shall be responsible for overseeing the winding up and liquidations of the Partnership, shall take full account of the Partnership's liabilities and �p'property, shall cause the Property to be liquidated as promptly as is consistent with obtaining the fair market value thereof, and shall cause the proceeds thereftm to the extent sufficient therefor, to be applied and distributed in the following order: (a) First, to the payment and discharge of all of the Partnership's debts and liabilities to creditors other than Partners. (b) Second, to the payment and discharge of all of the partnership's debts and liabilities to Partners; and (c) The b4trice, if any, to the Partners in accordance with their Capital Accounts, after hiving effect to all conrtrtbutions, distributions, and allocations for all periods. The Managing Partner shall not receive any additional compensation for any services performed pursuant to this Section 9. Each Partner underntands and agrees that by accepting the provisions of this Section 9.2 setting forth the priority of the distribution of the assets of the Partnership to be made upon its liquidatiM such Partner expressly waives any right which it, as a creditor of the Partnership, migbt Otherwise have under the Act to receive distributions of assets 2ld 1 with the other creditors of the Partnership in connection with a distribution of assets of the Partnership in satisfaction of any liability of the Pattnership. and hereby subordinates to said creditors any such right. 9.3 Compliance With Certain Requirements of Regulations; Deficit Capital Accounts. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1-704-1(b)(2)(ii)(g), (a) Page 7 of I 1 Sent, By: E BLDG PSL; 561 878 0224; Sep-21-01 15:43; Page 9/12 distributions shall be mats pursuant to this Section 13 to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(bx2)(ii)(JZ)Q), and (b) if any Partner '3 Capital Account has a deficit balance (after .giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Partner shall contribute to the capital ofthe Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(ii)(�(], In the discretion of the Managing Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to Section 9.2(c) hereof may be: (a) Distributed to a trust established for the benefit of the Partners for the purposes of liquidating Pa tniership assets, collecting amounts owed to the Parmership, and paying any contingent or unfoteseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. 71M assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Managing Partner, in the same proportions as the amount distributed to tr 6 trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 9.2 hereof; or (b) withheld to provide a reasonable r0mve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable. 9A Deemed Distribution and Recontnbtttion. Notwithstanding any other provisions of this Section 9, in the avert the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(9) but no Liquidating Event has occurred, the Property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall toot be wound up. Instead, the Partnership shalt be did to have distributed the Property in kind to the Partners, who shall be deemed to have earthed rind taken subject to all Partnership liabilities, all in accordance with their respective Capital Accounts axed if airy Parma's Capital Account bas a deficit balance (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation Occurs), such Partner shall contribute to the capital of the Partnership the mount necessary to reska such deficit balance to mo in compliance with Regulations Section 1.704-1(b)(2)(H)Q)(D. immiediately thereafter, the Partners shall be deemed to have recontnbuted the Property in kind to the Partnership, which shall be deemed to have assumed and taken subject to all such liabilities. 9.5 Rights of Partners. Except as otherwise provided in this Agreement, (a) each Partner shall look solely to the assets of the Partnership for the return of his Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership and (b) no Partner shall have Priority over any other Partner as to the return of his Capital Contributions, distributions, or allocations. 9.6 Notice of Dissolution. In the event a Liquidating Event occurs or an event occurs that would, but for provisions of Section 9.1 hereof, result in a dissolution of the Partnership, the Managing Partner shall, within thirty (30) days thereafter, (a) provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the Managing iPartuer), and (b) publish notice of such dissolution in a newspaper of general circulation in each Place in Which the Partnership regularly conducts business (as determined in the discretion of the Managtrtg Partner). Secdon YO - MISCELLANEOUS 10.1 Notices. Any 90tice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and scat by overnight courier, or by telephone or facsimile, :if such tcicphonc conversation Of facsimile is followed by a hard copy of the telephone conversation our facsimile communication sent by ovemight courier, charges prepaid, ad&.,d as follows or to such .other address as such Person may from time to time specify by notice to the Partners: if to the Partncrshtll, to the Partnership at the address set forth in Section 1.4 hereof; and if to a Partner, to such Partner at the address met forth on Exhibit A hereto. Any such notice shall be deemed to be delivered, given, milveceived as of the date so delivered. Page 8 of 11 4 Sent.By: E BLDG PSL; 561 878 0224; 8ep-21-01 15:44; Page 10/12 10-2 Binding Effect. Except as Otherwise provided in this A Provision Of this A l�m�, every covenant, term, and grerment shall be binding upon and inure to the benefit of the Partners and their respective heirs, legatees, legal representatives, successors, transferees, and asaig ns. 10.3 Construction. Every covenant, term, and provision of this Agreement shall'be construed simply according to its fair meaning and not strictly for or against any Partner. The terms of this Agreement are intended to embody the economic relationship among the Partners and shall not be subjcct to modification by, or be:conformad with, any actions by the Internal Revenue Scrvice except as this Agreement may be explicitly so amended and except as may relate specifically to the filing of tax returns. 10.4 Time. Time is of the essence with respect to this Agreement. 10.$ Headings. Section and other headings contained in this Agreement are for reference purposes Only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreetaaent or any provision hereof. 10.6 Sevembility. Every provision of this Agreement is intended to be severable. If any term or Provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affw the validity or legality of the remainder of this Agreement. 10.7 Incorporation by Reference. Every exhibit, schedule, and other appendix attached to this Agreematlt and referred to herein is not incorporated in this Agreement by refm=ce unless this Agmernent expressly otherwise provides. 10.8 Further Action. Each Partner agrees to perform all further acts and execute, acknowledge, and deliver my documents, which may be reasonably necessary, appropriate, or desirable to carry out the Provisions : of this Agreement. 10.9 Variation of Pronouns. All pronouns and any variations thereof shall be deemed to refer to masculine,: feminine, or neuter, singular or plural, as the identity of the person or persons may require. 10.10 Governing Law. The laws of the State of Florida shall govern the validity of this Agreement, the construction of its terms, and the inberpretation of the rights and duties of the Partners. 10.11 C niterpart Exmution, This Agreement may be executed in any number of counterparts with the same efI'eot as if all of the Partners had signed the same document. All counterparts shall be construed together and shall constitute one agreement. 10.12 Loans. Any Partner may, with the approval of the Partners, lend or advance money to the Partucrsl i , If any Partner shall make any loan or loans to the partnership or advance money on its behalf, the amount of any such loan or advance shall not be treated as a contribution to the capital of the Partnerships but shall be a debt due from the Partnership. The amount of any such loan or advance by a lending PM= shall be repayable out of the Partncrehip-s cash and shall bear interest at the rate agread between the Parbnenahip and the lending Partner. None of the Partners shall be obligated to make any loan or advance to the Partnership. Page 9 of 11 Sent, By: E BLDG PSL; 561 878 0224; Sep-21-01 15:44; Page 11/12 IN WITNESS WHEREOF, the parties have entered into this Agreement of Partnership as of the day first above set forth. Joel F. Wynne Dorothy Wynne Revocable Trust ua 1118195 By . 4Doro&yWynne; toe Matthew L. Wynne Eric P. Wynne The fot'egoing instrtunent was signed and sealed by the parties above as the Agreement of Partnership of Turnpike Center Associates in the presence of us who at their request, in their Presence and in the presence of each other, have subscribed our names as witnesses this day of _ 11998. a ...� Print name: o f Print name: Ve'-r.esa tee[! �a►�.QLC�.� Print name: _ t-Ini�+ran residing at -7 91 tC . %/t- e C-4 def st e�-.c4t%_Y983 residing at '70 7 SE /Qh4 , residing at VZ i LP Sly i ie0L�herS ' Page 10 of 11 Sent.8y: P BLDG PSL; 561 878 0224; Sep-21-01 15:44; Page 12/12 Exhibit A AGREEMENT OF PARTNERSHIP OF CvYr—rAsm tes artners January 1,,,,1998 C,94W Balances PPmenta¢e Joel F. Wynne $(595,526.21) 25 % l Fmggy Swamp Road Port St. Lucie, Florida 34952 Dorothy Wynne Revocable Trust $ 1431P262.98 25 % u/a/d January 18, 1995 Dorothy Wynne; trustee 23 Santa Maria Way Port St. Lucie, Florida 34952 Matthew L. Wynne $ (50,468.42) 25 % 33200 Orange Avenue Fort Pierce, Florida 34951 Eric P. Wynne $ 151,983.68 25 % 64 Santa Maria Way Port St. Lucie, Florida 34952 Page 11 of 11