GAS WALL CONSTRUCTION AGREEMENT
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SCHROEDER & LARCHE, P.A.
t'-O.043
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S~HROEDER AND LARCHE. ~.b.
ATTORNEYS AT LAW
ONE BOCA PLACE, SOITE 319
2255 GLADES ROAD
80CA RATON, FLORIDA 33431-7383
:~~;;I'~~: : ~-I~ ~ ;,m
"..IU! L:J
- ATRIUM. I
Plp,NNING f;ND
ZONING DEPT.
TELECOPIER (561) 241-0798
BOCA RATON (561) 241-0300
BROWARD (954) 421-0878
BILLING NO:
TELECOPY NO:
TELECOPIE~ TRANSMITTAL SHEET
0010-053
(561) 375-6054
(561) 375-6259
(561) 375-6357
(561) 732 -3993
FROM:
RE:
DATE:
Michael Pawelzcyk, Esq., Assistant City Attorney
Ms. Tambri Heyden, Planning & Zoning Director
Mr. Al Newbold, Acting Development Director
Mr. Bill R. Winchester
Alan Pellingra, Esq.
Stonehaven HOA/Knuth Gas Wall Construction Agreement
May 12, 1997
TO:
CC;
SPECIAL INSTRUCTIONS:
Correspondence of even date with
changes to proposed Wall
Construction Agreement enclosed.
TOTAL NUMBER OF PAGES INCLUDING THIS PAGE: 20
ORIGINAL TO FOLLOW: No
CONFIDENTIALITY NOTE
THE INFORMATION CONTAINED IN THIS fAX TRANSMISSION IS LEGALLY PRIVILEGED AND
CONFIi)f.;l'fTUU. INfORMAnON IN'l"::r:OEJ ONLY FOIt THe USE Of' 'I'tle INDIVIDUAL OR itNTITY NAMED
ABOVE.IF THE RE~OER OF TKIS TRANSM:SSION IS NOT rat I~TENDEO RECIPIENT, YOU ARE
KEREBY NOTIFIED TH~T ANY DISSE~INATION. DISTRIBUTION OR CO?YING or THIS TRANSMISSION
IS STRICTLY PROHIeI'l'EO. IF YOU HAV:; R~CEIVED THIS T~N$MISSION not ERROR, PLEASE
IMMEDIATELY NOTIFY US BY COLLECT TELEPHONE CALL ANO RET~RN TEE ORIGINAL TRANSMISSION
TO US AT THE ADDR&SS ABOVE VIA U.s. MAlL. THANK YOU
IF "tou 00 NOT ~tCEIVE ALL OF THE PAGES PLEASE CALL (561] 241-0300
AS SOON AS POSSIBLE
O~R TELtCOfIER NUMBER IS: (561) 241-0798
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SCHROEDEB & ~ARC~, P.A.
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ATTOItNEVS AT LAW
ONt 80c:A flV.te:, SUITt 310 - ATItIUM
2255 CLADES ROAD
aoCA RATON, FLORIDA 33431 ., 738)
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PLAWW~G A~J[}1
ZON!NG DEPT. I
SCHROEDER AND LARCHE, P. A.
MICMAU A. sC"1l0tD!J
\1/ ~l\Wltlt"Ct: LARCHE'
"~"N I'ULIIolGAA
'OCA "TON ('071l41 .0300
,.OWARD COUNTY I~\ 421 .081&
nI.ECOPIUI4011 :141-079'
. f\OlllDl'\"" _D Ctmflal
""14$.1WU$1'S _ [STAru,l.AlVYU
May 12, 1997
va HLECOP%D (S61) 375-6054
Michael Pawelzcyk, Esq.
Assistant City Attorney
City of Boynton Beach
City Hall
100 East Boynton Beach Boulevard
Boynton Beach, Florida 33435-0310
Re: Construction of Walls for Stonehaveo Homeowners'
Association, Inc./Building Permit for Knuth Gas & Oil,
Inc.
Dear Mike:
We are close to entering into a Construction Contract for the
Wall. The price of the Contract has been increased by $300.00.
Accordingly, I have revised the Wall Construction Agreement to
reflect that chanqe and enclose herein a black line copy. The
other change you will note iz in paragraph six. The Wall
Construotion Contract requires us to provide the Contractor with a
deposit in the amount of 25% of the Contract Price. The deposit is
required since the Wall is being custom fabricated for this
particular project. I have added language to the Wall Construction
Agreement to the effect that we, as Escrow Agent, are authorized to
disburse the deposit to the Contractor.
If you have any questions about the foregoing, please contact
,,/
Ve~UIY yours,
,/~
~ PELLINGRA
me.
AP;cc
Enclosure
cc: Ms. Tambri Heyden, Planning and Zoning Director (w/enclosure)
Mr. Al Newbold, Acting Development Director (w/enclosure)
Mr. Bill R. Winchester (w/enclosure)
Michael A. Schroeder, Esq. (w/enclosure)
(J:\7\CLIENTS\WINCKEST\B010IL\PAWELZCY.512 010-53)
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SCH~EDE~ & LARCH~, P.A.
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WALL COllS~IlUCTIDN AGRE'li!MRlft
This Wall Construction Agreement (the ttAgreement") is made and
entered into this day of , 1997, by and among
8ILL R. WINCHESTER, ELSIE A. WINCHESTER and M. FRANK FINFROCK, CO-
TRUSTEES OF THE KNUTH ROAD TRUST DATED AS OF NOVEMBER 15, 1996
("Winchester"), the CITY OF BOYNTON BEACH, FLORIDA. (the "City"),
and SCHROEDER & LARCHE, P.A. ("Escrow Agent")
UCITALS
A. On June 19, 1990, the Stonehaven Homeowners' Association,
Inc., a Florida corporation (the "Association"), Bill R. Winchester
(the predecessor of WINCHESTER) and MICHAEL A. SCHROEDER, TRUSTEE,
entered into that certain Agreement (the ItStonehaven Agreement")
pertaining to the obligation to construct walls in connection with
the (i) Boynton Beach Boulevard P.C.D.; (ii) the Knuth Road p.e.D.;
and (iii) Tara Oaks PUD. The Stonehaven Agreement has been amended
in that certain First Amendment to Agreement dated May 17, 1996
(the Stonehaven Agreement, as amended shall hereinafter be referred
to as the "Stonehaven Agreement If). A copy of the Stonehaven
Agreement is attached hereto as Exhibit "B".
B.
desc:;ibed
to Knuth
Oil") .
c. Knuth Gas & Oil desires to develop the Knuth Gas Property
as a service station.
On October 8, 1996, Winchester solo the property
on Exhibit "A" attached hereto (the "Knuth Gas Property")
Gas 6i Oil, Inc., a Florida corporation ("Knuth Gas &:
D. The City has required that the walls to be constructed
pursuant to Sections II and III of the Stonehaven Agreement (the
"Walls") must be constructed prior to the issuance to Knuth Gas &
Oil of a building permit for the construction of the service
station.
E. The City has agreed that the condition specified in
recital D above shall be deemed satisfied if Winchester delivers to
the Escrow Agent a cash bond in an amount equal to one hundred and
ten percent (110%) of the cost of constructing the Walls.
F. The cost of constructing the Walls is Ei9hty~ Thousand
Eight ~ Hundred Fifty {Sge/e5~.O&t(S81,lS0.00' Dollars.
G. Winchester has agreed to deliver to Escrow Agent t~e sum
of Eighty-Eiyld. lUna Thousand N-i:'n'e ~ Hundred !hL.. ty Si.x~y Five
and nollOO (OaS,9JS.ee) ($B9-,2~'.OOl Dollars (the "Escrowed Funds")
which is equal to 110% of the cost of cor.struc~ing the Walls.
H. The parties have agreed to enter in~o this A9reement to
confirm (i) that the delivery of the Escrowed Funds to the Escrow
Agent shall satisfy the condition precedent to the issuance to
Knuth Gas & Oil of a building permit for the construction of the
service station; and (ii) the term9 and conditions under which the
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Escrow Agent shall hold and disburse the Escrowed Funds.
NOW TBBREFO~, in consideration of the covenants and
agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Rec:i.t:a~s.
correct.
The recitals set forth above are true and
2. Sati.fac~ion of eondi~:i.on. The City hereby agrees that
the requirement that the Walls be constructed as a condition
precedent to the issuance of a building permit for the construction
of a service station on the Knuth Gas Property shall be deemed
satisfied by the delivery to Escrow Agent of the Escrowed Funds in
accordance with the terms of this Agreement.
3. Deliv.ry o~ Eseroved. FUnds. The Escrow Agent hereby
acknowledges that Winchester has delivered to the Escrow Agent the
Escrowed Funds.
4. ~~t~~g~iRp o~ ~he .,11. ?ursuant to the terms of the
Stone-haven Agre.ement, Winchester has agreed to construct the Walls.
It is anticipated that construction of the Walls will commence on
or around August 1, 1997 and be completed no later than December
31, 1997 (the "Completion Date").
5. Di..bur....n~ Q{~.~ro~ I>>DQ~. The Escrow Agent shall
hold the Escrowed Funds in escrow and shall disburse them strictly
in accordance with the terms and conditions of this Agreement.
6. D.:i..burBera.ll~ lI;-i2.J: !:-o <;~l...~ion Dat:e. The Escrow Agent
shall be permitted to disburse, from time to time, the Escrowed
Funds to the contractor hired by Winchester to construct the Walls
upon presentment by such contractor of a request for payment and
the approval of the request for payment by the City. The City
agrees to approve the request for payment, provided there are
sufficient Escrowed Funds remainin'i: with the Escrow Agent to
complete construction of the Walls. Addi~~o~117r ~he Ci~ hereb~
au~or.:i.ze. ~e Escrow Ag'8ftt: t:o d:i.sburAfII ~Q t:he Cant:ract:or. w:ithou~
~~~;:o:~:~r;~~t:~'io~1)~l%~~o~~ :olquto~~t:.~ ~.cl;;:S~: i:;D:~
eofts~ruetioll o~ t:he Wall,- Upon "completion" (as hereinafter
defined) of the Walls, Escrow Agent shall disburse the balance of
the Escrowed Funds to Winchester. "Completion" shall mean the date
on which Escrow Agent is provided with (i) approval and acceptance
of the Walls by the City, and (ii) a Final Contractor's Affidavit
and Release of Lien from the contractor constructing the Walls,
indicating that all persons providing labor, material or services
have been paid ~n full.
1. D:iel:lurs8IIlent: SubaequeD~ t:o Comn~.t::i.on Date. In the event
construction of ~he Walls is not completed by the Completion Date,
the City may either (i) agree to extend the Completion Date, or
2
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(~i) complete the construction of the Walls by either utilizing
C~ty employees or an outside contractor. If the City elects option
(ii), the Escrow Agent is hereby authorized to disburse the balance
of the Escrowed Funds to the City. Notwithstanding the decision of
the City to exercise option (i1), Winchester agrees that in the
event the Escrowed Funds are insufficient to complete construction
of the Walls, Winchester shall provide ~he City with any additional
funds needed to complete construction '-lithin three (3) days of
written notice. Additionally, in the event the Escrowed Funds
exceed the cost of constructing the Walls, the City agrees to
refund the difference to Winchester.
8. Gefteral E.~rov Provisioft8.
A. Escrow Agent shall deposit the Escrowed Funds in an
interest bearing escrow account. The interest earned shall be
deemed part of the Escrowed Funds.
B. Escrow Agent shall not De deemed to have knowledge
of any matter or thing unless and until Escrow Agent has act~ally
received written notice of such matter or thing and Escrow Agent
shall not be charged with any constructive notice whatsoever.
C. Escrow Agent'S responsibilities are purely
ministerial in nature. Any reduction in the market value of the
Escrowed Funds while deposited with Escrow Agent shall be at the
sole risk of Winchester. E3crow Agent has no duty to invest the
Escrowed Funds except as provided herein. Escrow Agent shall have
no liability in the event of any insolvency of any depository,
failure of any depository to pay interest or other earnings on sums
deposited or should such depository fail, or refu~e to release sums
deposited or delay in the release or disbursement of same, it being
understood that Escrow Agent's sole obligation is to deposit the
funds in an interest bearing account and to authorize disbursement
therefrom in accordance with the provisions hereof.
D. In the event Escrow Agent shall be uncertain as to
its duties or rights hereunder or shall receive instructions,
claims or demands from the :ity or Winchester with respect to the
Escrowed Funds or any other sums or things which may be held
hereunder, which, in its sole opinion, are in conflict with any
provi~lon of thi~ Agreement, Escrow Agent shall be entitled to
refrain from taking any action until it shall be directed oche~wise
in writing by the City and Winchester or by a fin~l order or
judgment of a court of competent jurisdiction.
E. It is agreed that the duties of Escrow Agent are
purely ministerial in nature and shall be expressly limited to the
safekeeping of the Escrowed Funds or deposit of same into the
account hereinafter specified and for the disposition of same in
accordance with this Agreement. Winchester hereby indemnifies
Escrow Agent and holds it harmless from and against any and all
claims, liabillties, damages, costs, penalties, losses, actions,
suits or proceedings at law or in equity, or any other expenses,
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fees or charges of any character or nature, which it may incur or
with which it may be threatened, whether directly or indirectly
arising from or in any way connected with this Agreement, or ~hich
m~y result from Escrow Agent. s following of instructions from
W~nchester or the City, and in connection therewith, indemnifies
Escrow Agent against any and all expenses, including attorneys I
fee~ and the cost of defending any action, suit, or proceeding or
res~sting any such claim, whether or not litigation is instituted.
F. It is further agreed that Escrow Agent shall have the
right to utilize the services of Mattlin and McCloskey, or any
other law firm selected by Escrow Agent, as its attorney and same
shall not affect or in any way prejudice or limit Escrow Agent's
entitlement to reasonable attorneys' fees for the services of such
attorneys as set forth in this Agreement.
G. In the event Escrow Agent is joined as a party to a
lawsuit by virtue of the fact that it is holding the Escrowed
Funds, Escrow Agent shall, at its option, either (1) tender the
Escrowed Funds to the registry of the appropriate court or (2)
disburse the Escrowed Funds in accordance with the courtts ultimate
disposition of the case.
H. In the event Escrow Agent tenders the Escrowed Funds
to the registry of the appropriate court and files an action of
interpleader naming the City and Winchester, Escrow Agent shall be
released and relieved from any and all further obligation and
liability hereunder or in connection herewith.
I. This Escrow Agreement shall remain in effect unless
and until it is canceled in any of the following manners:
(ll Escrow Agent may resign as Escrow Agent at any
time upon giving notice to the City and Winchester of its desire to
so resign; provided, however, that resignation of Escrow Agent
shall take effect no earlier than ten (10) days after the giving of
notice of resiqnat1on: or
(2) Upon comp:iance with all escrow provisions as
set forth in this Agreement.
J. In the event the City and Winchester fail to agree
to a successor escrow agent within the period described
hereinabove, Escrow Agent shall have the right to deposit all of
the Escrowed Funds held hereunder into the registry of an
appropriate court and request judicial determination of the rights
between Winchester and the City, by interpleader or other
app~opriate action, and Winchester hereby, indemnifies and holds
Escrow Agent harmless from and against any damages or losses in
connect.ion therewith including, but not limited to, reasonable
attorneys' fees and court costs at all trial and appellate levels,
K. Upon terminat.ion of the duties of Escrow Agent in
either manner set forth in subparagraph I of this Section, Escrow
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Agent shall deliver all of the l::scrowed Funds to the newly
appointed escrow agent designated by Winchester and the City.
L. All notices, certificates, requests, demands,
materials and other communications hereunder shall be in writing
and deemed to have been duly given (1) upon delivery by and to
the appropriate addres9 of Winchester, the City or Escrow Agent
as set forth in this Agreement or (2) en the third business day
after mailing by United States registered or certified mail.
return receipt requested, postage prepaid to ~uch address. All
notices hereunder shall be addressed to the respective parties at
the following addresses:
For Escrow Aqent:
SCHROEDER AND LARCHE, P.A.
ONE BOCA PLACE, SUITE 319, ATRIUM
2255 GLADES ROAD
BOCA RATON, FL 33431-7313
For Winchester:
MR. BILL R. WINCHESTER
P. O. DRAWER 1240
BOYNTON BEACH, FLORIDA
33435
For the City:
THE CITY OF BOYNTON BEACH
clo CITY ATTORNEY'S OFFICE
P. o. BOX 310
BOYNTON BEACH, FL 33425-0310
9. Choice of La.. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
10. Bind1nq Aa~.8m8fte. This Agreement shall be binding
upon the parties hereto and their respective successors and/or
assigns.
11. eQUnte~ar~.. This Agreement may be e~ecuted in
counterparts and all counterparts taken together shall be deemed
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
the day and year first above written.
(Signatures are continued on next page.)
5
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SCH~OEDE~& LARCHE, P.A.
signed, sealed and delivered
tn the presence of;
Print Name of Witness
Print Name of Witness
Print Name of Witness
Print Name of Witness
Print Name of Witness
Print Name of Witness
1'-:0.043
Gl08
CITY OF BOYNTON BEACH, FLORIDA
By:
Its:
SCHROEDER AND LARCHE, P.A.,
By:
Michael A. Schroeder,
Its: President
Bill R. Winchester, as Co-Trustee
of The Knuth Road Trust Dated as of
November 15, 1996
J:\7\CLIENTS\WINCKEST\BOYOIL\WALL3.~ 0010-053 IS/12/97)
6
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SCH~EDE~& LARCHE, P.A.
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909
EXHIBIT itA"
LEGAL DESCRIPTION
That part of Lots C, 0, and E, Tract 9, THE PALM BEACH FARMS CO.
PLAT NO.8, of Section 30, Township 45 South, Range 43 East, Palm
Beach County, Florida, according to the Plat thereof recorded in
Plat Book 5, Page 73, of the Public Records of Palm Beach County,
Florida, described ae follows:
Commence at the point of intersection of the East line of said
Tract 9, with the South right-of-way line for State Road 904, as
said South right-ot-way line is shown in Road Plat Book 2, Page
219, of the Public Records of Palm Beach County, Florida; thence
South 8Bo28'CO~ West along said right-of-way line 15.01 feet to
the POINT OF BEGINNING; thence continue South 88028'40" West,
along said South right-of-way line 185.07 feet; thence South
0000'00" East, 264.00 feet; thence North 90000'OO~ East, 185.00
feet to a line 15 feet East of and parallel with the said line ot
Tract 9; thence North OClOO'OO" East, along said parallel line
268.92 feet to the said POINT OF BEGINNING.
7
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EXHIBIT "e"
Agreement with Stonehaven Homeowners' Association
8
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EXHIBIT "BII
AGREEMEN!'
This ^greement entered into this rlJn day of June, 19901 by
and between STONElIAVEH HOMEOWNERS AS~ION, INC., a Florida
corporation ("^ssociationll) and BILL R. WINCUESTER ("winchester")
and MICllAEL A. SClIROEDER, TRUSTEE ("Schroeder").
WHEREAS, there are currently pending betore the city of
Boynton Beach, Florida, applications for Annexation, Future Land
Use EleMent Amendment, Rezoning and Comprehensive Plan Text
Amendment for projects known as "Boynton Beach Boulevard peo" and
"Knuth Road PeO" and an application for Future Land Use Element
Amendment from "Low Density Residentialll to IIMealum Density
Residential" and rezoning' from PUO with a Land Use Intensity of
four (4) to PUO with a Lan~ Use Intensity ot five (5) to allow
for the construction of 192 mUlti-family Qwelling units and a
church with respect to the project known as "Tara Oa~s PUD"; and
WHEREAS, Schroeder is the Applicant with respect to the
application, known aa "Boynton Beach Boulevarcl PCO" pending
before the city of Boynton Beach, Florida and is the Contract
Purchaser of the property which is the sUbject ot the Boynton
Beach Boulevard application: and
WUEREAS, Winchester is the Applicant with respect to the
application known as "Knuth Road pu~" pend1nq before the City of
Boynton Beach, Florida and as a general partner of the
Partnership which owns the property which is the subject of the
~nuth Road PUO application can bind the owner of same; and
WHEREAS, Winchester is the Applicant with respect to the
application known as "Tara Oaks PUDtl pendin9 before the eity of
Boynton Beach, Flor 1da and is the Contract. Purchaser of the
property which is the subject of the Tara Oaks pu~ application;
and
WHEREAS, Association represents the property owners within
the residential development known as "Stonehaven PUD" ly1nq
within the city of Boynton Beach, Florida; and
WHEREAS, Association is enter 1n9 into this Agreement after
having a membership meet.ing at which a quorum was present and
having received the approval of a substantial majority of its
members as evidenced by a signed petition, and
HH1UCBASr Association and its members have had the
oppo~tunity to review the various applieations and to make such
inquiries with respect to same as they deemed appropriate
including meeting with representatives of the applicants; and
WHEREAS, Association is opposed to the development of the
property which is the &ubjec:t ot the "Boynton Beach Boulevard
peo" as h19h densitY' residential and to the development of the
05,-12/S7
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prop.~ty which is the subject. of the "Knuth Road peo" property as
moderate density residential as contemplated by the current
Co~prehensive Plan; and
WHEREAS, Association wishes to evidence its support for the
approval ot the application with respect to "Boynton Beach
Boulevard Peo.., rtKnuth Road PCD", and IITara Oaks PUDII provided
the Applicant with respect to each of same aqre~s to assure the
Association that such APplicant will, subject to the terms and
conditions set forth below, cause certain improvements (descrlbed
below) to be made on the real property which is the subject of
such application and on the real property of the Association
adjacent thereto; and
WHEREAS, wlnchester and Schroeder wish to assure the
Association that they, rasp,actively, will, SUbject to ~he terms
and conditions set forth below, cause such 1mprovemen"ts to be
made.
NOW, TJlEREFORE, in consideration ot the mutual covenants
herein set forth, the parties agree as follows:
I. "Bovnton Beach Boule~ard PCO".
A. Schroeder agrees that, provided the requisite
final qovernment approvals for the Boynton Beach Boulevard PCO
application are obtained, he, as t.ne developer/owner thereof,
shall make, or cause to be made, the followinq improvements and
other arrangementa in connection wi th the development of the
property which is the subject of the Boynton Beach Boulevard peD
application:
(1) The installation of a minimum twenty-live
(25) foot wide landscape buffer between the project and
Stonehaven PUO along the entire length of the adjacent property
lines. BUffer ahall include:
in the center of
Ca) Four (4) foot high berm;
(b) six (6) foot high masonry wall located
the bufter;
(c) Barbed wire barrier on top of the wall
SUbject to city of Boynton Beach approval:
, . .
(d) Landscaping Which consists ot a .~nlmum
of two (2) rows ot shade trees twelve (12) to fourteen (14) feet
in height at time of planting, located on thirty (30) foot
centera. One row shal1 be placed on e~ch side of the wall. Tree
locatlon shall be sta9gered to provide thG effect of fifteen (15)
feet on center separation.
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(e) Construction ot wall and berm shall
occur simultaneo\lsly with s1te preparation and prior to the
commencement of construction of any buildin9s.
(2 ) MiS in ten a n ceo r the wall, be r1l\ , and
landscaping on both sides of the wall shall remain the obliqation
of the developer/owner.
(3) All Australian pines within fifty (50) feet
o~ the Stanehaven PUD property line along- Banyan Creek circle
North and within the southernmost ten (10) acres or the Boynton
Beach Boulevard PCD shall be removed by the developer/owner upon
initial approval of the application by the City commissioners of
Boynton Beach, Florida.
(4) Entry iJ\to a.nd maintenance in effect of a
contract to provide continuous rodent ancl pest control, s\lch
contract to be entered into prior to commencement ot closinq/51te
work to cover all of the property which is the subject of the
Boynton Beach Boulevard PCD application.
(5) Buildin9 heights will De~limited to one story
(maximum 2S feet) for anchor store only, balance ot Shopping
center to be maximum of twenty-two (22) feet high.
(6) All 1!9htinq shall be at low intensity and
shall be shielded and directed away trom surrounding properties
and rlqhts-ot-way.
(7) The architectural treatment at the rear of
the Shopping center 15 to match the front or the shopping center.
(8) screen!nq and noise mitigation is to be
provided for all exterior meohanical equipment and to be located
at qround level it approved by the City Commission, ci ty of
Boynton Beach, Florida.
B. In consideration of the toregoing promises, the
Association endor.es the "Boynton Beach Boulevard peon
application and requests that the members ot the city Plann1ng
and zoning Soard and City Commission approve it.
II. "KnuthLRoad PCD".
A. Winchester aqrees th~t, provided the requisite
final government approvals for the Knuth Road PCD application are
obtained, he, as the developer/owner thereot, shall make, or
cause ~o be made, the fol1owin9 improvements and other
arranqeaents in conneetion with the development of the property
which is the SUbject of the ~nuth Road PCO application:
(1) A six (6) foot masonry wall shall be built
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,
adjacent to the east right-of-way line ot Xnuth Read troM
stonehaven fUOIS north property line (adj¢ to oftice
buildlnc1) south along the north right-af-way line of the LWOO L..
25. The Association agrees to assist the developer in obtainin9
approval to include this wall section in the development plans
for Knuth Roat! PUD subject to appropriate impact (ee credit.s.
flowever, it impact. fee credit can not be obtained, the
de~eloper/owner shall construct this ~all from his funds. Where
said walls ",eat at Knuth Road and stonehaven Drive the placement
of said walls shall be done 1n manner reasonably suitable to the
Assoeiation# It is the intention of the Association that these
walls conform with the exist1n9 layout ot the pr:esent entrance
into Stonehaven PUO and to accommodate location of quard gates.
(See II.A.(4) (c) below.)
(2) The 1<nuth Road peD property owner shall be
to proviae 1nAintenance tor said waIls tor five (5)
required
years.
(3) Construction of the wall shall occur
simultaneously with site preparation and prior to the
commencement of construction of any buildings.
(4) The owner of the Knuth Roaa peD property ~ill
participate as follows in proviaing additional security of
stonehaven puo:
(a) Assist in preparing applications and
seeking approval tor the abanclonment by 'the city of Boynton
Beach, Florida, of Stoneh4ven Orive trom Knuth Road to LWDD L-25
to secure t.he safety, well beinq and property values of the
residents of Stonehaven PUO. 'tnese applications will commence
upon approval ot this project by the City Commission of Boynton
Beach, Florida.
(b) Construction of the fOllowinq masonry
wall segments which shall occur siNultaneously with site
preparation and prior to the commencement of const.uctlon ot any
buildings and (WhiCh will not be subject to any impact fees
credits):
1. A sectlon of a six (6) foot hiqh
ln8Sonry wall identical to wall 1n II-A- (I) fifty (50) feet in
length extendin9 from the east ri9ht-of-way ot Knuth Road
adjacent to the existing office buildinq parking area along the
north property line of stonehaven PUD.
2. Construction of a six (6) foot
masonry wall identical to wall 1n II-A-(l) along the north riqht-
of-\1iay line of LWDD L-25 from a point parallel with the east
property line of "Tara OaKS PUO" easterly to the west right-of-
way line of Stonehaven orive. Said wall section shall commence
-4-
-
C5/,- 2/37
16:39
SCH~OEDER& LARCHE, P.R.
t'-O.043
(;115
from the ternination point of tha wall section refereneed in
section III below and will be the obligation of "Tara Oaks 'PUO".
J. Construction of an identical willl
exten4ed from the east right-af-way ot stonehaven Drive along the
north riqht-of-way line of LWDO LM25. This wall shall be of an
appropriate lenqt:.h, not. to exceed fifty (SO) feet., in order to
create a suitable accented entry.
4. Provide landscaping to the extent
possible adjacent to the wall sections subject, to a finAl
determination of land area availa~l.. provide landscapinq in the
form of twelve (12) to fourteen (14) foot shade trees on thirty
(JO) foot center in those areas where adjaoent property is
available within stonehaven PUO and agrees to provide maintenance
for said walls for tive (5) .yeilI's.
(c) Upon it successful completion of the
abandonment of stonehaven Drive, the developer/owner of the Knutb
Road peo property contribute to the cost ot the construction of
quard gates at the north and south entrances to stonehaven PUD up
to a maximum of Thirty-Five Thousand Dollars ($35,000.00). Type
and style of quard qates along with the type of electronic
entrance systems to be used with these quarci gates will be
determined by the Association. Upon completion or construction
of all walls required to be built pursuant to this Agreement, the
developer/owner of the Knuth Road peD property shall deposit into
escrow, with an escrow agent reasonably acceptable to the
parties, the Thirty-Five Thousand Dollar ($35,000.00) a.ount
contemplated by this Agreement. These funds shall be held in an
interest bearing account. Funds shall be disbursed from this
account, in an amount up to Thirty-Five Thousand Dollars
($35,000.00), in satisfaction of the Knuth Road peo property
owners obligation to contribute toward guard qate construction
costs as set forth, in this paragraph. Upon completion of
construction or d1sburseRent of Thirty-Five Thousand Dollars
($J5,OOO.00), in the a9gregate, the relllalninq funds shall be
released to the Knuth Road pen property owner.
(5) Installation of a traffic light in accordance
with qovernmental requirements at the inter.ection of Boynton
Beach Boulevard and Knuth Road.
B. In consideration of the fore901nQ promi..s, the
^ssociatlon endo~se. the "l<nuth Road peo" application and
requests that the members of the City planning and Zoning Board
and City commission approve it.
III. MTara Oaks PUD".
A. Winchester agrees that, provi~ed th. requisite
tinal qovern..nt approvalS for the T.ra Oaks PUD application are
-5-
05/~ 2/9'(
16:39
SCHRCEDE~.& LARCHE, P.A.
NO.043
GJ16
obtained, he, as the developer/owner thereot, shall make, or
cause to be mads, the followin9 improvemants and other
arrangements in connection with the development of the property
which 1s the subject of the Tara Oaks PUD application:
(1) Construction of a six (6) foot masonry wall
along the north right-of-way line of LWOD L-25 from the east to a
point parallel with the east property 11ne of "Tara Oaks PUD".
It is the intent that his wall section connect with the
stipulated wall .Bction contained in the conditions of "Knuth
Road PUO'.. 'This wa.1l shall he landscaped in the same manner as
the wall in II-A-(4)-(b)-4 and developer a9rees to proviae
maintenance for said wall for five (5) years.
(2) Creation of a twenty-f1ve (25) foot wide
landscape butfer alonq th. ,north property line adjacent to the
south right-of-way line of the LWDD L-25 Canal. That buffer will
consist of lcmdscaping which consists of a mini.uJI of two (2)
rows of shade trees twelve (12) to fourteen (14) feet in heic;rht
at ti.e ot planting located on tnirty (30) toot centers. Tree
location shall be staqqered to p~ovide the effect of fifteen (15)
feet on canter separation.
(3) No buildings shall be located closer tnan
forty (40) feet from the north property 11ne of "Tara Oaks PUD".
This setback creates a minimum separation of one hundred seventy-
five (175) feet froM the most northerly build1nq to the closest
individually owned south property line of Stanehaven PUD.
8. Based on the foregoing, the Association endorses
the IITara Oaks PUD" application o.nd requests that the members of
the City Planninq and Zanin; Board and City Commission approve
it.
IV. Mlsc.~laneou8.
A. Walls contemplatad by this Aqreement shall be
masonry walls provided by ^nchor Wall Systems, or similar
construction, including pilaster caps on all columns with the
^ssociation approving the color and texture on ~ll such walls.
B. Winehester and Schroeder agree to pay reasonable
attorneys' fees ineurred cy the Association for its law firm to
review this Agreement.
V. Aq~eement_to nun With La~. It is the intention of the
parties that the obligation to make the improvements and other
arrangements described 1n this ^qreement, with respect to each of
the real properties which are the subject or the applications,
shall if the applications are approved, become covenants running
with the land and shall be bindin9 upon the initial
developer/owner ot the property and each property owner
-6-
05712/0::'7
16:39
SCHROEDEE& _ARC~, P.R.
~~O. 043
Gl17
thereafter so long as that person or entity shall have an
ownership interest in the property. Neither Winchester nor-
Schroeder shall be under any personal obliqation to make, or
cause to be made, the improvements and other arrangements
provided fo~ 1n this Agreement with respect to the real
pr-operties which are the subject ot the Boynton Beach Boulevard
PCO, the Knuth Road peo and the Tara Oaks PUO applications if the
provisions of this AgreeMent with respect to allot Buch
improvements and other arrangements are, by the filing of
approprIate instruments, made covenants of record running with
the land and b1ndin9 upon the person or entity having fee simple
title to such real properties. The ^sso~lation shall be entitled
to apply to a court of competent jurisdiction and to obtain
affirmative injunctive relief ~o enforce specifically the full
and timely performance of thei. obligations set forth in this
Aqreement concerning the ..~kin9 of such improvements and other
arrangements and to enforce any such covenants of record. Any
provision hereof to the contrary notwithstanding, neitber
winchester nor Schroeder shall have any personal or other
obliqation to make, or cause to be made, the improvements or
arrangeMents provided for in' this Agreement as to any ot the
properties, which are the subject of the referenced applications,
unless the appl ication pertaining t.o the property in question
receives all final requisite government approvals and final
ordinances are adopted by the City ot Boynton Beach with respect
to same.
~--r
itS
AS TO BILL R. WINCllES1'!R
AS TO MICHAEL A. SCHROEDER,
TRUSTEE
(Winchester\stonQl.^9~\06/19/g0)
-,-
.
05;12/97
16:39 SCHROEDE~& _ARC~, P.H.
.......~.....~ --,..........
hO.043
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'25/12/37
16:39
SCHROEDER 1 LARCHE, P.A.
1--0.043
GJ19
,
PIRST ~ TO AGRBBJaDfT
TIllS PIRIT AICBRDIaDI'l' '1'0 AGUIIIBN't 1. antered 1Dto by aDel
iI.twea STONBBAVIDf BOIIIIODBaS t ASSOCJATIOJf, me. , . 1'101:14.
c:orporatioA ( -As.octa tiOD.) u4 BILL R. W%1ICBBSTD (-WiDell..tar-)
&Del IaCD 1Jt. A. SCHROBDBa, TRUSTB. ( · SCBROIJ)I..) .
1IIIIIIUIAS, the partie. tIIlt.reel into tbat certain Agr4t-.n~ dated
JUDe 1', 1"0, with r..pact to var1ou. ..t~.r. perta1Ding to the
BOyJltcm .each Boulevard PCJ), KAuth ltoa4 PCD aDd. tar. Oak. PUr) (the
-Agre.-mt-), aac1
.....BAS, the paz-tie. are ".lrou. of IIOcU.fyiag tJae ..-.zat
in certatD re-.peet..
HOW, TlUlUPOU, ill cOD.lderat101i of the 1lU~u&1 COY_cat. Uld
concU Uon8 bezoe1D cCD"iaecl mc! othel: gOQd ud valuable
cQD.i4.~ation., tbe ~c.ipt aD4 .ufflcleDcy of whicb are hereby
aakaowledgec!, the partie. ~a. .. 10110..:
1. AgTe~t paragraph II.A.(3) 1. hereby modified to read
a. :fa11C1W.~
-Th. wall shall be built .. part of the
projeot lor the cOD.t~otloa 01 tbe pre.~tly
wae~leted ..peat of ltDuth Road, ~lag
uortb fr~ ~. Lake WOrth Drainage District L-
25 CaDal to it. pre.ent ter.aiAu.. It i. the
iDtmatloD of the parti.. that thl. roadway
..~t Dot be opeAed fo~ u.. ~y the public
UD~il .uch till. a. the wall i. COD.truCted and
it i. fur~he~ coat.-plated that the coat of
buildiDg the wall w111 be included iD
..teli.bing the amount of ey bond or other
.ecurity to be po.ted with the City of Boynton
Beach in conjUAct1oD with ~o.d construction.-
2. Agr.eacat para9'Z'aph II.A. (") (b) aball be moc:liftec! to react
.. follow.:
.C0Il8tructloD of the fol1owizaSl' .._onry wall
.egaecta, which aball occur contemporaneouslypwith the conatruotion cf the .all aeglS.ct
referred to 1ft a\lJ)paragraph II.A. (3) above
aDd: . . ...
CS,.'-:'2/='f
16:39
SCHRCEDER 1 LARCHE, P.A.
~.o.043 GJ20
I
3. Bxcept.. ~!fiecl he&"eby, tbe Agre..eDt r_1D. in ~ull
fo~c. aDd .Iteet.
STOHDAnN aoNBOIfH8JtS
ASSOCDTIOlf, IHe.,
a Pl~ld. corporation
ti!.1/.~~~-
ROG . . 8D1H1ft'T
It.: 'r..ideDt
Dat.: "*r t1/ 1'Yi'-
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8y,
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2
SCHROED~B AND LARCHE. P.A.
ATTORNEYS AT LAW
ONE BOCA PLACE, SUITE 319 - ATRIUM
2255 GLADES ROAD
BOCA RATON, FLORIDA 33431-7383
. ~:tC-"D N~-; 092 GJ01
~ ,iL,#,*'"" 1J(;{5f':~_._~~
!~ . . '.. l?,. l~;j
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05/07~7
15:57
SCHROEDER & LARCHE, P.A.
, . ;, ~ , :" .: .
r-"_~-''''''''''-
TELECOPIER (561) 241-0798
BOCA RATON (561) 241-0300
BROWARD (954) 421-0878
TELECO~IER TRANSMITTAL SHEET
BILLING NO:
TELECOPY NO:
0010-053
(561) 375-6050
(561) 375-6259
(561) 375-6357
(561) 732-3993
TO:
Michael fawelzcyk, Esq., Assistant City Attorney
Ms. Tambri Heyden, Planning & Zoning Pirector
Mr. Al NewbOld, Acting Oevelopm@nt Director
Mr. Bill R. Winchester
Alan Pellingra, Esq.
Stonehaven HOA/Kn~th Gas Wall Construction Agreement
May 7, 1997
cc:
FROM:
RE:
DATE:
SPECIAL INSTRUCTIONS:
Correspondence of even date with
revised proposed Wall Construction
Agreement enclosed.
TOTAL NUMBER OF PAGES INCLUDING THIS PAGE: 10
ORIGINAL TO tOLLOW: No
CONFlDENTIAL!~Y NOTE
THE INFORMATION CONTAINED IN THIS FAX 'IAANSM1SSION IS LEGAI"J.,'( PRIVILEGED AND
CONFIDENTIAL INFORMATION INTENDED ONLY FOR THE USE Of THE INDIVIDUAL OR ENTITY N~O
ABOVE.IF THE READER OF THIS TRANSMISSION IS NOT THE INTENDED RECIPIENT, YOU ARE
HEREBY NOTIFIED THAT ANY DISSEMINATICN, DISTRIBUTION OR COPYING OF THIS T~SMISSION
IS STRICTLY PROHIBITED. IF YOU HI\VE RECEIVED THIS TRjll.NSMISSICN IN ERROR, PLEASE:
I~DIATELY NOTIFY US BY COLLECT TELEPHONE CALL AND RETURN THE ORIGINAL TRANSMISSION
TO US AT THE ADDRESS ABOVE VIA U.s. MAIL. THANK YOU
IF YOU 00 NOT RECEIVE ALL OF THE ~AGES PLEASE CALL (561) 241-0300
AS SOO~ AS POSSIBLE
OUR TELECO~IER NUMBE~ IS: (5611 241-0~98
125/07/97
15:57
SCH~EDER 1 LARCHE, P.A.
NO.092
Gl02
SCHROEDER AND LARCHE, P. A.
ATTORNEYS AT LAW
01'11: aOCA "LACE sUln 319. .\TRIUr.4
2U' GLADES Ito.\o
BOCA RATON, FLORIDA ))4)1 .7383
~'~~Tlrj
. ,j
; ~.! 1. :
, \j d : '.': r _ 1- ':rr,.i~
\~~~;;;i'i:L--J
MjCHAfL Ii. 5C"II(l~DU
W. LAWRENCE LARCH! .
ALAt.lI'CWNCRA
80CA RAT01II14071 241 .0300
1I1lOWAID COUNTY (954) "~I . 0tl78
TEl[COI'IEIt 14C71 241 . 0191
. tLOI_IlA.lICWIl)~Pll'JFlIIl
"Iu.5, Tllnil'$ ""0 IST"Ta .."....JR
May i, 1997
VXA TBLE~O.IE. (561) 375-6054
Michael Pawelzcyk, Esq.
Assistant City Attorney
City of Boynton Beach
City Hall
100 East Boynton Beach Bouleva~d
Boynton Beach, Florida 33435-0310
Re:
Construction
Association,
Inc.
of Walls for Stonehaven Homeowners I
Inc./Suilding Permit for Knuth Gas & Oil,
Dear Mike:
Last week I provided you with an initial draft of the Wall
construction Agreement. In reviewing this draft, I noted that I
did not include a provision dealing with the disbursement of any
excess Escrowed Funds in the event the WallS were constructed in a
timely manner. In that regard, I enclose herein a blaekline copy
of the Wall Construction Agreement indicating the change made from
the prior draft.
! would appreciate your contacting me as soon as possible to
discuss any questions or co~~en~s which you have with respect to
the Wall Construction Agreement.
AP:cc
Enclosure
cc: Ms. Tambri Heyden. Planninq and Zoning Director (w/enclosure)
Mr. Al Newbold, Acting Development Director (w/enclosure)
Mr. Bill R. Winchester (w/enclosure)
Michael A. Schroeder, Esq. (w/enclosure)
(J:\7\cr.,n:NTS\WINCH&Sl'\BOYOIL\PAW!:LZCY.507 O~O~SO}
CS/07/9r
15:57
SCH~EDER ~ LARCHE, P.A.
NO.092
GJ03
WALT. COHSTRQCTIOK lLGURMRWfII
This Wall Construction Agreement (the tlAgreement"l is made and
entered into this day of , 1997, by and among
8ILL R. WINCHESTER, ELSIE A. WINCHESTER and M. FRANK FINFROCK, CO-
TRUSTEES OF THE KNUTH ROAD TRUST DATED AS OF NOVEMBER 15, 1996
("Winchesterll), the CITY OF BOYlIlTON BEACH, FLORIDA (the "City"),
Clnd SCHROEDER & LARCHE, P.A. (tlEscrow Agent")
RBC%~Al.S
A. On June 19, 1990, the Stonehaven Homeowners' Association,
Inc., a Florida corporation (the "Association"), Bi.ll R. Winchester
(the predecessor of WINCHESTER) and MICHAEL A. SCHROEDER, TRUSTEE,
entered into that certain Agreement (the "Stonehaven Agreement")
pertaining to the obliqation to construct walls in connection with
the (i) Boynton Beach Boulevard f.e.D.; (1i) the Knuth Road P.C.D.;
and (iii) Tara Oaks PUD. The Stonehaven Agreement has been amended
in that certain First Amendment to Agreement dated May 17/ 1996
(the Stonehaven Agreement, as amended shall hereinafter be referred
to as the "Stonehaven Agreement It). A copy of the Stonehaven
Agreement is attached heret:o as Exhibit "B".
B.
described
to Knuth
Oi 1") .
On October 8, 1996, Winchester sold t~e property
on Exhibit "A" attached hereto (the "l<nuth Gas Property")
Gas & Oil, rnc., a Florida corporation ("Knuth Gas &
c. Knuth Gas & Oil desires to develop the Knuth Gas Property
as a service station.
D. The City has required that the walls to be constructed
pursuant to Sections II and III of the Stonehaven Agreement (the
"Wallstl) must be constructed prior to the issuance to Knuth Gas &
Oil of a building perm1t fer the construction of the service
station.
E. The City has agreed that the ccndi tion specified in
recital D aoove shall be deemed satisfied if Winchester delivers to
the Escrow Agent a cash bond in an amount equal to one hundred and
ten percent (110%) of the cost of construet1nq the Walls.
F. The cost of constructing the Walls is Eighty Thousand
Eight Hundred Fifty ($80,850.00) Dollars.
G. Winchester has agreed to deliver to Escrow Agent the sum
of Eighty-Eight Thousand Nine Hundred Thirty Five and no/lOO
($88,935.00) Dollars (the "Escrowed Funds") which is equal to 110%
of the cost of constructing the Walls.
H. The parties have agreed to enter into this Agreement to
confirm (i) that the delivery of the Escrowed F~nds to the Escrow
Agent shall satisfy the condition precedent to the issuance to
Knuth Gas & Oil of a building permit for the construction of the
service station; and (i1) the terns and conditions under whiCh the
05/07/37
15:57
SCHRCEDER & LARCHE, P.A.
t'-0.092
GJ04
E~crow Agent shall hold and disburse the Escrowed Funds.
NOW TKBREPOaB, in consideration of the covenants and
agreements contained herein, and other good and valuable
conSideration, the receipt and suffi~iency of which are hereby
acknowledged, the parties hereto agree a~ follows:
1 . Reei t:als .
correct.
The recitals set forth above are true and
2. S~t1s~ao~ion o~ ~ondi~1oQ. The City hereby a9ree~ that
the requirement that the Walls be constructed as a condition
precedent to the issuance of a building permit for the construction
of a service station on the Knuth Gas Property shall be deemed
satisfied by the delivery to Escrow Age~t of the Escrowed Funds in
accordance with the terms of this Agreement.
3. De1i..".ex:y of! ZSClrowed Funds. The Escrow Agent hereby
acknowledge~ that Winchester has delivered to the Escrow Agent the
Escrowed Funds.
4. COft8~rUC~10ft oE the Wal~. Pursuant to the terms of the
Stonehaven Agreement, Winchester has agreed to construct the Walls.
It is anticipated that construction of the Walls ~ill commence on
or around August I, 1997 and be completed no later than December
31, 1997 (the "Completion Date").
5. Di.b~r8em.ft~ Qf m.ero~ed gunda. The Escrow Agent shall
hold the E~crowed Funds in escrow and shall disburse them strictly
in accordance with the terms and conditions of this Agreement.
6. Disbu%sement Prio~ to Co~pl.tion Da~.. The Escrow Agent
shall be permitted to disburse, from ti~e to time, the Escrowed
Funds to the contractor hired by Winchester to construct the Walls
upon presentment by such contractor of a request for payment and
the approval of the request for payment by the City. The City
agrees to approve the reque~t for payment, provided there are
sufficient Escrowed Funds remaining with the Escrow Agent to
complete construction of ~he Walls. O,pCft "comple~ian" (as
hereinafter def~ned) a~ the Walls. Egero!9"- Agent. shal::J. disburse the
baleru::. oE ~. Escra"ed Funcin to W.inche8ter. "C~let.i.on1f shall
mean ~h. date Oft which Escrow Aaent i.s pro:v:ided. wi.t:h li) approval
and .oo~tanc. o( the Wal18... by i:h. Cit.y. and Iii) a Final
Cont:~aetor'. M~ielavii: and a.l.as8 of Li.eft :Erom ~he cont:raet.oz::
co.ns~ruc'ti.nq :the Walls. iftc:li.C!a't1ftq that al~ ".rsons provi.~nCl
laboz. material or .ervic98 have heen p~i.d in full.
7. Di.sburs81'M!lnt Sul:)I!le~.ftt: to eo~plet:.:i.cm. Date. In the event
construction of the Walls is not completed by the Completion Date,
the City may either (i) agree to extend the comp~etion D~te, . or
(ii) complete the construction of the Walls by e~ther ut~l~z~ng
City employees or an outside contractor. If the City elects option
(ii), the Escrow Agent is hereby authorized to di5burse the balance
of the Escrowed Funds to the City. Notwithstanding the decision of
2
125/07/3'7
15:57
SCH~EDE~ & LARCH~, P.A.
NO.092
GJ05
the City to exercise option (ii), Winchester agrees that in the
event the Escrowed Funds are insufficient to complete construction
of the Walls! Winchester shall provide the City with any additional
tunds needed to complete construction within three (3) days of
wri tten notice. Addi tionally, in the event the Escrowed Funds
exceed the cost of constr\;cting the Walls! the City agrees to
refund the difference to Winchester.
8. G@ft~ra~ Eeorow Provisions.
A. Escrow Agent shall deposit the Escrowed Funds in an
interest bearing escrow account. The interest earned shall be
deemed part of the Escrowed Funds.
B. Escrow Agent shall not be deemed to have knowledge
of any matter or thing unless and until Escrow Agent has actually
received written notice of such Mateer or th!ng and Escrow Agent
shall not be charged with any constructive notice whatsoever.
c. Escrow Agent's responsibilities are purely
ministerial in nature. Any reduction in the ma~ket value of the
Escrowed Funds while deposited with Escrow Agent shall be at the
$ole risk of Winchester. Escrow Agent has no ducy to invest the
Escrowed Funds except as provided herein. Escrow Agent shall have
no liability in the event. of any insolvency of any depository,
failure of any depository to pay inte~est or other earnings on sums
deposited or should such depository fail, or refuse to release sums
deposited or delay in the release or disbursemer.t of same, it being
understood that Escrow Agent's sole obligation is to deposit the
funds in an intere$t bearing account and to authorize disbursement
therefrom in accordance with the provisions hereof.
D. In the event Escrow Agent shall be uncertain as to
its duties or richts hereunder or shall receive instructions,
claims or demands from the City or Winchester with respect to the
Escrowed Funds or any other s\.:ms or things which may be held
hereunder, which, in its sole opinion, are in conflict with any
provision of this Agreement, Escrow Agent shall be entitled to
refrain from taking any action until it shall be directed otherwise
in writing by the City and Winchester or by a final order or
judgment of a court of competent jurisdiction.
E. It is agreed that the duties of Escrow Agent are
purely ministerial in nature and shall be expressly limited to the
safekeeping of the B"crowed Funds or deposit of same into r.he
account hereinafter specified and for the disposition of same in
accordance with this Agreement. Winchester hereby indemnifies
Escrow Agent and holds it harmless from and against any and all
claims, liabilities, damages, costs, penalties, losses, actions,
suits or proceedings at law or in equity, or any other expenses,
fees or charges of any character or nature, which it may incur or
with which it may be threatened, whether directly or indirec~ly
ariSing from or in any way connected with this Agreement, or whlch
may result from Escrow Agent' $ following of instructions from
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SCHROEDER & _ARCHE, P.A.
NO. 092
Gl05
Winchester or the City, and in connection therewith, indemnifies
Escrow Agent against any and all expenses, including attorneys'
fee~ a~d the cost of defending any action, suit, or proceeding or
res~st1ng any such claim, whether or not litigation is instituted.
F. It is further agreed that Escrow Agent shall have the
right to utilize the services of MattIin and McCloskey, or any
other law firm selected by Escrow Agent, as its attorney and same
shall not affect or in any way prejudice or limit Escrow Agent's
entitlement to reasonable attorneys' fees for the services of such
attorneys as set forth in this Agreement.
G. In the event Escrow Agent is joined as a party to a
lawsui t by virtue of the fact that it is holding the Escrowed
Funds, Escrow Agent shall, at its option, either (11 tender the
Escrowed Funds to the registry of the appropriate court or (2)
disburse the Escrowed Funds in accordance with the court's ultimate
disposition of the case.
H. In the event Escrow Agent tenders the Escrowed Funds
to the registry of the appropriate court and files an action of
interpleader naming the City and Winchester, Escrow Agent shall be
released and relieved from any and all further obligation and
liability hereunder or in connection herewith.
I. This Escrow Agreement !hall remain in effect unless
and until it is canceled in any of the following manners:
(1) Escrow Agent may resign as Escrow Aqent at any
time upon giving notice to the City and Winchester of its desire to
eo resign; provided, however, that resiqnation of Escrow Agent
shall take effect no earlier than ten (10) days after the giving of
notice of resignation; or
(2) Upon compliance with all escrow provisions as
set forth in this Agreement.
J. In the event t~e City and Winchester fail to agree
to a successor escrow agent within the period described
hereinabove, Escrow Agent shall have the right to deposit all of
the Escrowed Funds held hereunder into the registry of an
appropriate court and request judicial determination of the rights
between Winchester and the City, by interpleader or other
appropriate action, and Winchester hereby, indemnifies and holds
Escrow Agent harmless from and against any damages or losses in
connection therewith incl~ding, but not. limited to, reasonable
attorneys' fees and court costs at all tr:al and appellate levels.
K. Upon termination of the dJties of Escrow Agent in
either manner set forth in subparag~aph I of this Section, Escrow
Agent shall deliver all of the Escrowed Funds to the newly
appointed escrow agent designated by Winchester and the City.
4
~~5/(l7/'3';"
15:57
SCHROEDER & ~HRCHE, P.A.
t'-.0.0'32
Gl07
L. All notices, certificates, requests, demands,
materials and other communications hereunder shall be in writinq
and deemed to have been duly given (1) upon delivery by and to
the appropriate address of Winchester, che City or Escrow Agent
as set forth in this AgreeMent or (2) on the third business day
after mailing by United States registered or certified mail,
return receipt requested, postage prepaid to such address. All
notices hereunder shall be addressed to the respective parties at
the followin9 addresses:
For Escrow Agent:
SCHROEDER AND LARCHE, P.A.
ONE BOCA fLACE, SUITE 319, ATRIUM
2255 GLADES ROAD
BOCA RATON I FL 33431-7313
For Winchester:
MR. BILL R. WINCHESTER
P. O. DRAWER 1240
BOYNTON BEACH, FLOR!OA
For the City:
THE CITY OF BOYNTON BEACH
c/o CITY ATTORNE~'S OFFICE
P. O. BOX 310
BOYNTON BEACH, FL 33425-0310
33435
9. Cbo~ce of Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
10. Binding 6gr..m.n~. This Agreement shall be binding
upon the parties hereto and their respective successors and/or
assigns.
11. Coun~~a~~s. This Agreement may be executed in
counterparts and all counterparts taken toqether shall be deemed
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
the day and year first above written.
(Sap_tuns are cont:inued em next: paqe.)
5
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15:57
SCHROEDER & LARCHE. P.A.
NO.092
Gl08
Signed, sealed and delivered
in the presence of:
Print Name of Witness
Print Name of Witness
Print Name of Witness
Print Name of Witness
Print Name of Witness
Print Name of Witness
CITY OF BOYNTON BEACH, FLORIDA
By:
Its:
SCHROEDER AND LARCHE, P.A.,
By:
Michael A. Schroeder,
Its: President
Bill R. Winchester, as Co-Trustee
of The Knuth Road Trust Dated as of
November 15, 1996
J:\7\CLIENTS\WINCHEST\BOYOIL\WALL.COH 1215-01
6
@5/07/97
15:57
SCHROEDER & LARCHE, P.A.
t'-iO.092
Gl09
EXHIBIT "A"
LEGAL DESCRIPTION
That part of Lots C, 0, and E, Tract 9, THE PALM BEACH FARMS CO.
PLAT NO.8, of Section 30, Township 45 South, Range 43 East, Palm
Beach County, Florida, according to the Plat thereof recorded in
Plat Book 5, Page 73, of the Public Records of Palm Beach County,
Florida, described as follows:
Commence at the point of intersection of the East line of said
Tract 9, with the South right-of-way line for State Road 804, as
said South right-of-way line is shown in Road ?lat Book 2, Page
219, of the Public Records ot Palm Beach County, Florida; thence
South 88028'40" West along said right-oi-way line 15.01 feet to
the POINT OF BEGINNING: :hence continue South 88028t40" West,
along said South right-at-way line 1€S.07 feet; thence South
O.OO'OO~ East, 264.00 feet; thence North 9000C'OO~ East, l6S.00
feet to a line 15 feet East of and parallel with the said line of
Tract 9; thence North 01100100" East, along said parallel line
268.92 feet to the said POINT OF BEGINNING.
7
C5/07/97
15:57
SCHROEDER & LARCHE, P.A.
EXHIBIT "BU
Aqreernent with Stonehaven Homeowners. Association
8
NO.092
Gl10