APPLICATION
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M E M 0 RAN DUM
June 1, 1988
TO: Mr. Peter Cheney
City Manager
FROM: Tom Clark
City Engineer
,
RE: Final Plat for Plat of Lawrence Groves, Plat No.1, a P.U.D.
Forwarded herewith is a print of the subject final plat with the
T.R.B. review stamp. A copy of the performance bond in the amount
of $1,284.228.00 (110% of cost estimate) is also forwarded herewith.
All fees, including the administration fee of $23,349.60, the
recreation fee of $99,872.46 and the filing fee of $250.00 have
been forwarded to the Finance Department.
A cash bond in the amount of $61,115.31 has also been forwarded to
the Finance Department as surety for R.O.N. acquisition for the
required roadway connection to The Meadows. This 60 ft. right of
way is presently in the County and the County R.O.W. Acquisition
Division will obtain the right of way and will be reimbursed by the
Developer. The said cash bond of $61,115.31 includes the value of
the land (at $55,000 per acre for 0.88895 acres) plus 25%. Cost for
off site work is included in the performance bond.
The said land cost estimate used here exceeds the cost per acre
accepted by the Planning and Zoning Board for the determination of
the recreation fee for this plat.
The original mylar plat document is in the custody of the City Clerk.
Approval of the final plat is recommended and a proposed resolution
is included herewith.
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Tom Clark
TAC/ck
attachments
cc: Grady Swann, Finance Director
Raymond Rea, City Attorney
Betty Boroni, City Clerk
Carmen Annunziato, Planning Director
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M E M 0 RAN DUM
June 2, 1988
. TO: Mr. Grady Swann
Finance Director
FROM: Tom Clark
City Engineer
RE: Cash Surety for Off-site R.O.W. Acquisition, Plat of
Lawrence Grove, Plat No.1
Forwarded herewith is a check for the amount of $61,115.31 to
be deposited.
This check is surety for the estimated cost of the right of way,
plus 25%, required to connect Lawrence Grove with The Meadows
subdivision. The R.O.W. is in the County and acquisition of the
R.O.W. will be done by the County R.O.W. Division.
Approval of the first plat for Lawrence Grove was predicated
upon receipt of the subject surety.
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Tom Clark
TAC/ck
attachment
cc: RaVID.ond Rea, City Attorney
No.F 0059085
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- - _ 'Y.l. LU.l. L.l.U ! K. HOVNANIAN ENTERPRISES, INC.
Companie~ RED BANK, N.J. 07701
DATE VEN80R NO.
5/31/88 B1 70
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MIOLANTIC NATIONAL BANK/MERCHANTS
150 BROAD ST,
NEPTUNE, NEW JERSEY 07753
PAY TO THE ORDER OF
IS
CHECK NO,
F59085
$ 1,1 I]'" \]
AMOUNT
$61,115.31
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CITY OF BOYNTON BEACH
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K. HOVNANIAN COMPANIES OF FLORIDA, INC. /"<<(."'r~ ~y
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1800 SOUTH AUSTRALIAN AVE., SUITE 400, WEST PALM BEACH, FL 33409 (40~~~9P60
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June 1, 1988
Carmen Annunciato, City Planner
City of Boynton Beach
P.O. Box 310
Boynton Beach, Florida 33425
Re: Lawrence Grove P.U.D./Right-of-Way
Acquisition Bond
Dear Mr. Annunciato:
Enclosed herewith please find a check made payable to the City of
Boynton Beach in the amount of $61,115.31. This amount represents
a cash bond to secure the acquisition of the property described on
Exhibit "A" attached hereto for road purposes by K. Hovnanian at
Lawrence Grove, Inc. Upon the execution of a Developers Agreement
wi th Palm Beach County and the posting of a cash bond required
thereby, said amount shall be released to K. Hovnanian at Lawrence
Grove, Inc. In the alternative, K. Hovnanian at Lawrence Grove,
Inc. may request that said monies be transferred to Palm Beach
County to meet the escrow requirements of the Developers
Agreement.
s or comments, please advise.
GSB/jm
Encl.
DESCRIPTION:
A PARCEL OF LAND FOR ROAD RIGHT -OF -WAY PURPOSES L Y I NG I N SECT I ON
7 ,TOWNSHIP 45 SOUTH, RANGE 43 EAST, COUNTY OF PALM BEACH, STATE
OF FLORIDA, BEING A PORTION OF THE WEST TWO-THIRDS (W2/3) OF THE
EAST THREE-QUARTERS (E 3/4) OF THE NORTHEAST ONE-QUARTER (NEt)
OF THE SOUTHWEST ONE-QUARTER (Swt) OF SAID SECTION 7, SAID PORTION
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
(FOR THE PURPOSE OF THIS DESCRIPTION THE WEST LINE OF THE PLAT
OF MEADOWS 300 PLAT NUMBER 3 AS SAID PLAT IS RECORDED IN PLAT BOOK
48 AT PAGE 198 OF THE PUBLIC RECORD OF SAID COUNTY BEARS NORTH
020 33' 37" EAST AND ALL BEARINGS RECITED HEREIN ARE RELATED
THERETO)
BEGINNING AT THE SOUTHWEST CORNER OF TRACT "E" A TRACT ON SAID
PLAT OF MEADOWS 300; THENCE NORTH 880 37' 30" EAST ALONG THE SOUTH
LINE OF SAID TRACT "E" A DISTANCE OF 628.69 FEET TO THE WEST LINE
OF A 60.00 FOOT IN WIDTH ROAD RIGHT-OF-WAY TRACT, A PART OF SAID
PLAT; THENCE SOUTH 020 36' 03" WEST ALONG SAID WEST LINE AND ITS
SOUTHERLY PROLONGATION A DISTANCE OF 60.14 FEET TO A LINE 60.00
FEET SOUTH OF (AS MEASURED AT RIGHT ANGLES ) AND PARALLEL WITH
THE SOUTH LINE OF SAID TRACT "E"; THENCE SOUTH 880 37' 30" WEST
ALONG SAID PARALLEL LINE A DISTANCE OF 528.40 FEET; THENCE SOUTH
770 29' 25" WEST A DISTANCE OF 103.57 FEET TO THE SOUTHERLY
PROLONGATION OF THE WEST LINE OF SAID TRACT "E"; THENCE NORTH 020
33' 37" EAST ALONG SAID SOUTHERLY PROLONGATION A DISTANCE OF 80.31
FEET TO THE POINT OF BEGINNING.
CONTAINING,":8'_ 88895 ACRES,
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RAFAEL SALADRIGAS,P.L.S.
FLORIDA C~R1IPICATE NUMBER
MAY 31,1988
OUR JOB NUMBER 88-S-18
MORE OR LESS.
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F.R.S. & ASSOCIATES
ENGINEERS, LAND SURVEYORS, LAND PLANNERS
WEST PALM BEACH, FLORIDA
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ROSSI AND MALAVASI
ENGINEERS, INC.
CONSULTING ENGINEERS
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1875 PALM BEACH LAKES BLVD.
WEST PALM BEACH, FLORIDA 33401.2179 .1
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FEB 2 5 1988. 9)Y' ~
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City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425
ATTN: Mr. Tom Clark, P.E.
City Engineer
RE: Lawrence Groves P.U.D.
Final Submission
Dear Mr. Clark:
Enclosed, for your review and approval, are tW9 (2) sets of Construction
Drawings together with the Final Plat on the on the reference plat.
We have incorporated the City comments on the revisions of these drawings.
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Your earliest review and approval will be greatly appreciated.
Very truly yours,
ROSSI AND MALAVASI ENGINEERS, INC.
Enrico Rossi, P.E.
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ROSSI AND MALAVASI
ENGINEERS, INC.
CONSULTING ENGINEERS
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1875 PALM BEACH LAKES BLVD.
WEST PALM BEACH, FLORIDA 33401.2179
TELEPHONE: (305) 889.0554
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January 26, 1988
City of Boynton Beach
P . O. Bo x 3 HI
Boynton Beach, FL 33425
ATTN: Mr. Torn Clark, P.E.
City Engineer
RE: Lawrence Groves
Preliminary Plat Submittal
Dear Mr. Clark:
On January
approval, six
drawings for
filing fees.
estimates.
25, 1988, we submitted, for the City's review and
(6) copies of the preliminary plat and construction
the reference project together with the required
Also enclosed were drainage calculations and cost
Very truly yours,
R~ ALAVASI ENGINEERS, INC.
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PURCHASE AND SALE AGREEMENT
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AGREEMENT made and entered into this ~ day of December,
1987, by and between Intracoastal Developments, Inc., a Florida
corporation, (hereinafter referred to as "SELLER"), and K.
HOVNANIAN COMPANIES OF FLORIDA. INC., a Florida corporation
(hereinafter referred to as "PURCHASER"), and EASTERN NATIONAL
TITLE INSURANCE AGENCY, INC., (hereinafter referred to as "ESCROW
AGENT").
WIT N E SSE T H:
1. Purchase/Grant of Option:
A. For and in consideration of the mutual covenants
and agreements by and between SELLER and PURCHASER herein
contained, the sum of FIFTY THOUSAND AND NO/lOD DOLLARS
( $ 5 0 , 0 0 0 . 0 0) d e p 0 sit e d t h ; s day wit h E s c row" Age n t ( bye h e c k
subject to collection) ("Deposit") and subject to the further
provisions of this Agreement, SELLER agrees to sell to PURCHASER
and PURCHASER agrees to purchase from SELLER (1) that certain
parcel of real property situated in Palm Beach County, Florida on
which one hundred twelve (112) lots may be constructed and known
a s Law r,e n c e G r 0 ve s 5 u b d i vis ion, des c rib e don E x h i bit " A II a t t a c h e d
hereto and made a part hereof and designated by a blue outline on
Exhibit "B" attached hereto and made a part hereof together with
all improvements and fi 11 located thereon (such property shall
hereinafter be referred to as the "Lots"); (2) all of SELLER's
rights, title and interests in and to the benefit of any and all
easements or other appurtenant ri ghts, development ri ghts,
permits, licenses, franchises and other public and private
approvals associated with the Lots (collectively referred to as
the "Easements and Developments Rights'I); and (3) all of Seller's
rights, title and interests in and to all engineering and testing
data,
analysest
studies,
evaluationst
engineering
and
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architectural plans, drawings, specifications, surveys and other
similar items relating to or associated with the Lots and/or the
proposed development of same (collectively referred to as the
"Plans").
B. Further. in consideration of the sum of TEN DOLLARS
(SI0.00) and other good and valuable considerations. this date
paid by PURCHASER to SELLER, the receipt and sufficiency of which
is hereby acknowledged, the SELLER hereby grants to the PURCHASER
the sole and exclusive right and option. upon the terms and
conditions hereinafter set forth, irrevocable during the term
herein provided for the exercise thereof to purchase: (1) that
certain parcel of real property situated in Palm Beach County,
Florida, on which one hundred (100) lots may be constructed and
known as the Lawrence Groves Subdivision, described on Exhibit "AU
attached hereto and made a part hereof and designated by a red
outline on Exhibit "B" attached hereto and made a part hereof
together with all improvements and fill located thereon (such
property shall hereinafter be referred to as the "Option lots");
(2) all
..
of SELLER's rights, title and interests in and to the
benefit of any and all easements or other appurtenant rights,
development rights, permits, licenses, franchises and other public
and
private
approvals
associated
with
the
Option
Lots
(collectively referred to as the "Easements and Developments
Rights"); and (3) all of Seller's rights, title and interests in
and to all engineering and testing data, analyses, studies,
evaluations, engineering and architectural plans, drawings,
specifications, surveys and other similar items relating to or
associated with the Option Lots and/or the proposed development of
same (collectively referred to as the "Plans").
C. The properties to be conveyed hereunder are collectively
referred to herein as "the PARCELS".
D. All cash deposits made pursuant hereto shall be placed
in an interest bearing account with all interest earned on such
deposits accruing to and shall be paid to the PURCHASER if this
transaction closes. In the event this transaction does not close.
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the interest earned on such deposits shall be disbursed as part of
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the deposit in accordance with the terms of this Agreement which
discuss the return of the deposit to either Purchaser or Seller.
2.
Investigation Period.
For and in cons i derat i on of the
sum of $100.00 paid by Purchaser to Seller. Purchaser shall have
forty-five (45) days from the date of this Agreement to conduct a
general investigation of the Parcels and all factors concerning
the same. If Purchaser is not satisfied, in its sole discretion.
as to all factors concerning the Parcels. then Purchaser may,
prior to the expiration of the Investigation Period, notify Seller
in writing of its intent to cancel this Agreement, receive the
return of the Deposit and this Agreement shall thereafter be null
and void and of no force or effect.
. Purchaser may, during this period. discuss the Lots and
improvements thereon and the operation thereof with any persons or
entities it desires including all governmental officials.
Purchaser shall have the right to, at any time prior to
the expiration of the Investigation Period, cancel this Agreement
during the Investigation Period by giving written notice to that
effect to Seller.
,.
If Purchaser fails to notify Seller of its intent to
cancel this Agreement prior to the expiration of the Investigation
Period, then Purchaser shall be deemed to have elected to proceed
with the closing of this transaction.
3. Purchase Price of Option Lots:
A. The purchase price for the Lots, Easements and
Development Rights, and Plans shall be the sum of ONE MILLION
THREE HUNDRED FIFTY FIVE THOUSAND TWO HUNDRED AND NO/lOO DOLLARS
($1,355,200.00)
(subject to adjustments
and prorations as
hereinafter provided). The above purchase price is based upon 112
lots at $12,100.00 per lot. In the event less than 112 lots are
able to be constructed upon the Lots, the purchase price shall be
adjusted accordingly.
B. The aforesaid Purchase Price shall be paid by
PURCHASER to SELLER at closing, either in cash, wire transfer or
by a cashier's or certified check.
4. Closing: The closing of the Lots shall take place on or
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before thirty (30) days after SELLER has received all governmental
approvals (evidenced by writing) necessary for the Purchaser to
initiate the platting process for the recording of the plat for
Lawrence Groves Subdivision, a P.U.D., or thirty (30) days after
expiration of the Investigation Period. whichever is later. The
closing of title to the lots shall'take place at 3:00 p.m. at the
offices of Purchaser in Palm Beach County. In no event shall the
closing of the lots take place after July 1. 1988.
5. Purchase Price of Option lots:
A. The Purchase Price for the Option Lots. Easements
and Development Rights. and Plans shall be .the sum of ONE MILLION
THREE HUNDRED TEN THOUSAND AND NO/IOO DOLLARS (S1,310,000.00)
(subject to adjustments and prorations as hereinafter provided).
The above purchase price is based upon 100 lots at 113,100.00 per
lot. In the event less than 100 lots may be constructed upon the
Option Lots, the purchase price shall be adjusted accordingly.
B. The aforesaid Purchase Price shall be paid by
PURCHASER to SELLER at the closing of the OPTION LOTS, in the
following manner:
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1) The deposit of $50,000.00 shall be applied to
the Purchase Price of the Option Lots, and to the extent not
already distributed to Seller, paid to Seller at closing.
2) The balance of the Purchase Price shall be paid
by PURCHASER to SELLER at closing of the Option Lots, in cash, by
wire transfer or by a cashier's or certified check.
6. Option: Purchaser shall have until 18 months after the
closing of the Lots to close on the Option Lots. In the event
PURCHASER desires to exercise its option, it shall provide SELLER
with written notice of its intent to exercise the option contained
herein within fifteen (IS) months from the date of the closing of
the Lots. Said notice shall be given at least thirty (30) days
prior to the closing date desired by PURCHASER. Once given, the
notice of the exercise of the option shall be deemed irrevocable
and if PURCHASER shall fail, thereafter, to close on the Option
Lots, such failure shall constitute a default by PURCHASER
pursuant to the terms hereof. The PURCHASER shall only have the
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right to exercise its option if the PURCHASER closes on the Lots.
On the 9Ist day after the closing of the Lots and the
one hundred and eighty first (lBlst) day after the closing of the
Lots, unless the closing of the Option Lots occur or the Escrow
Agent receives notice of termination of this Agreement, Escrow
Agent shall pay to Seller the sum of TWENTY FIVE THOUSAND DOLLARS
($25,000.00) as a non-refundable payment (Option Payment), for
which Purchaser shall still receive a credit against the purchase
price if the closing of the Option Lot occurs in accordance with
the terms of this Agreement. On the two hundred seventy first
(271st) day after the closing of the Lots and every ninety (90)
.' days thereafter until the closing of the Option Lots occur or the
Escrow Agent receives notice of termination of this Agreement,
Purchaser shall pay to Seller the sum of TWENTY FIVE THOUSAND
DOLLARS ($25,000.00) as a non-refundable payment (Option Payment),
for which Purchaser shall receive a credit against the Purchase
Price if the closing of the Option lots occurs in accordance with
the terms of this agreement. Notwithstanding the above, if Seller
defaults under this Agreement or is unable to convey good and
marketable title to the Option Lots, then the above described
Option Payment shall be refundable to Purchaser.
In the ~vent Purchaser fails to close on the Option
Lots within the time period provided above, or to make an Option
Payment as provided for above, the Option contained herein shall
expire 'and all Option Payments made by Purchaser to Seller along
with the Deposit and interest earned thereon shall be forfeited to
Sell er and this Agreement shall terminate and be deemed null and
void and of no further force and effect.
.~.~ 7 .
Title Documents:
At each respective closing, SELLER
shall convey good and marketable title to the PARCELS to PURCHASER
by Statutory Warranty Deed. The Easements and Development Rights
and Plans shall be assigned or transferred by Seller to Purchaser
by deeds, assignments and/or Bills of Sale (in form satisfactory
to Purchaser's attorney) with full covenants of title,
transferring said property free and clear of any liens, except for
those, if any, specifically permitted by this agreement.
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Simultaneous with the closing of the lots, Seller Shalle
execute a general Warranty Deed conveying the Option Lots to ~
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Purchaser and shall deliver same to escrow Agent. The Escrow~~ ~
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Agent is authorized and directed to deliver said General Warranty~~
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Oeed to Purchaser upon Purchaser making written demand upon Escro~~~
Agent for said Warranty Deed stating that Seller has defaulted~~
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V Jil g ~ r~ th V p r 9 ': i :I i e f'I:I e. f t"'; s A ~ p e e~ e R 1._ '
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8. SELLER's Representations: SELLER represents and
warrants to PURCHASER that:
A. As of the date hereof, Seller has a valid contract
to acquire good and marketable title to the Parcels. At closing,
" SELLER shall have good and marketable title to the PARCELS. There
ate no mortgages, liens or encumbrances on or affecting the
Parcels or'any portion thereof except for current ad valorem
taxes.
B. No parties except PURCHASER shall, at closing, be
in or have any right to possession of any of such PARCELS, in
accordance with survey requirements of contract.
C. There are no encroachments upon the PARCELS in
accordance with survey requirements of contract.
O. There are no restrictions of any nature which would
prohibit the PARCELS from being fully developed as a single family
residential project consisting of not less than two hundred eight
(208) single family residential dwelling units together with all
relate9' appurtenances and amenities.
E. There are no reservations, reverters, reverter
clauses, reversionary interest, executory or future interests,
leases or options to any rights, title or interests in the
PARCELS, including but not limited to, oil, gas, minerals, mineral
rights, phosphate rights, canals, water, timber, dirt, gravel,
fill, air space, entry, access or the like affecting any of the
PARCELS.
F. There is perpetual ingress and egress to and from
the PARCELS.
G. Seller has received no notice of and has no
knowledge of any moratorium or other fact that would adversely
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affect or prohibit the PARCELS from being used and developed as a
single family residential project consisting of not less than
two hundred eight (208) single family residential dwelling units
together with all related appurtenances and amenities.
H. There are no violations of any law, statute.
regulation, orders, ordinance requirements of any governmental
authority or deed restriction which would materially or adversely
affect the ability of Purchaser to develop the PARCELS as a single
family residential project as contemplated herein.
I. There are no outstanding contracts, agreements,
commitments or obligations of. any n-ature between Seller and any
governmental, administrative or quasi-governmental body or agency
or any other person or entity which do or may affect or bind the
PARCELS, the use or development thereof. or any subsequent owner
or developer of the PARCELS, nor does Seller have any knowledge of
any such contract, agreement, commitment or obligation which has
been entered into or undertaken by others, which have not been
delivered to Purchaser or the contents of same disclosed in
writing to Purchaser by Seller.
,.
J. No chemical or other hazardous wastes have been
placed or buried on any of the PARCELS nor have the PARCELS been
excavated so ~s to interfere with or impair the usefulness of the
PARCELS as a site for residential dwellings as contemplated
herein.
K. There are no soil, subsoil or other physical
conditions or any plants or wildlife existing on, under or about
the PARCELS that prohibit, impair or materially or adversely
affect the development of the PARCELS as a site for residential
dwellings as contemplated herein.
L. All utilities, including. but not limited to, water
and sewer service, electric service and telephone service are
available to the PARCELS.
M. There is no litigation or other proceedings pending
or, to the knowledge of Seller, threatened against or relating to
the PARCELS or any part thereof, nor does Seller know of any basis
for such action, including, without limitation, condemnation or
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. eminent domain proceedings.
N. The execution and delivery of this Agreement and
the consummation of the sale contemplated hereby are duly
authorized under the provision of Seller's Article of
Incorporation and By-Laws and Agreements between its shareholders.
O. The Easements and Development Rights and Plans are
owned by Seller free and clear and, at closing, shall be
transferred to Purchaser free and clear of any charges, re-user
fees, or prohibitions as to their continued use by Purchaser.
All of the representations and warranties set forth
above shall be true and correct in all respects on the Closing
Date and shall survive such closing.
9. Evidence of Title - Examination of Title, etc.: SELLER
shall provide'to PURCHASER, at SELLER's sole cost and expense, a
title insurance commitment with full marketability endorsement
( Form B) i s sue d t h r 0 ugh E a s t ern N a t ion a 1 Tit 1 e 1 n sur an c e Age n c y ,
Inc., at minimum promulgated rate less any reissue credits
available, agreeing to issue to PURCHASER a title insurance policy
with full marketability endorsement (Form Br subject only to
liens, encumbrances, exceptions or qualifications set forth in
this Agreement or those which shall be discharged by SELLER at or
before closing. Purchaser agrees to obtain said commitment, on
behalf of Seller, within twenty (20) days from the date of this
Agreement and shall deliver a copy of same to Seller. PURCHASER's
attorn,ys shall have fifteen (15) days thereafter within which to
examine same and to notify SELLER of any defect in title. In the
event that said commitment evidences good and marketable title to
the PARCEL to be vested in SELLER (or Seller's contract vendor)
and the other conditions and contingencies set forth in this
Agreement are satisfied, the closing of title to the Lots and/or
Option Lots shall take place and PURCHASER shall be given
possession therof on the date herein specified for the closing of
title to the Lots and/or Option Lots.
SELLER agrees to provide a survey in accordance with
title insurance requirements necessary for the deletion of the
standard survey exception from the title policies.
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SELLER agrees to do no voluntary act subsequent to the
date of this Agreement the effect of which would be to create any
defect in title.
If title to the PARCEL is found to be defective. the
SELLER shall have one hundred twenty (120) days within which to
cure such title defects and if necessary, the date of closing will
be accordingly extended.
SELLER agrees to exercise all due
diligence to cure such title defect and to perfect SELLER's title.
If, within the time set forth above for SELLER to cure
objections to title, SELLER does cure such objections to title,
then and in that event SELLER shall notify PURCHASER thereof and
"this transaction shall close within ten (10) days after such
notification, unless such date would be prior to the time
otherwise specified herein for the closing of this transaction, in
which case the closing of title of this transaction shall take
place on the date as provided herein.
If SELLER is unable to perfect title within the time set
forth for SELLER to cure objections to title. SELLER shall give
..
PURCHASER notice thereof. The PURCHASER shall then have ten (10)
days after receipt of said notice within which to elect to take
title in its then existing condition, or to elect not to take such
title.
Seller shall update the commitments on the Option Lots
within 15 days after receiving notice of Purchaserls exercise of
the Option.
10. Contingencies:
The obligations of the parties under
this Agreement are subject to and expressly made conditional upon
the satisfaction prior to any closing of title to the PARCELS of
the following conditions precedent:
A. The representations, warranties and agreements of
SELLER set forth herein or made in writing pursuant hereto shall
be tr~e and correct in all respects on and as of the date of
closing of title to each PARCEL.
B. All necessary governmentals {evidenced in writing}
shall have been obtained by Seller to allow Purchaser to initiate
the platting process for the recording of the plat for lawrence
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Groves subdivision, a P.U.D.
C. There shall be no moratorium of any governmental or
quasi-governmental body, agency or official which would postpone,
prevent, impair, or otherwise interfere with the development and
construction of two hundred eight (208) single family residential
dwelling units on the Parcels.
In the event that all of the foregoing conditions
precedent have not ~een satisfied or waived in writing by
Purchaser on or before the Closing Date, the Purchaser may, at
Purchaser's sole option, (a) cancel this transaction and receive a
refund of all monies deposited, plus interest by Purchaser under,
pursuant to or on account of this Agreement; or (b) waive the
requirement of satisfaction of said conditions and proceed with
this transaction in accordance with the other terms of this
Agreement.
11. Cooperation:
A. SELLER does hereby agree to fully cooperate with
PURCHASER and to promptly (i .e., within no more than five [5J
,.
business days following request) execute any and all documents,
instruments, applications or the like required by PURCHASER in
connection with obtaining any necessary development approvals or
permits
from
government
or
homeowner's
entities
having
juriSdiction of the PARCELS.
B. PURCHASER does hereby agree to fully cooperate with
S ELL E,k and top rom p t 1 y (i. e ., wit hi n nom 0 r e t h an f i ve [ 5 ]
business days following request) execute any and all documents,
instruments, applications or the like required by SELLER, in
connection with obtaining any necessary development approvals or
permits
from
government
or
homeowner's
entities
having
Jurisdiction of the PARCELS.
12. Use and Possession of the PARCELS Prior to Closing:
Upon the execution of this Agreement, the PURCHASER shall have the
ri ght to enter upon the PARCELS to perform eng; neeri ng studi es,
inspections, test borings and all other reasonable activities that
PURCHASER may deem necessary or desireable"in-ord~l'-to' determine-
the suitability of the PARCELS for the purposes contemplated
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herein. PURCHASER shall and does hereby agree to indemnify,
defend and save and hold SELLER harmless from any loss, cost,
expense or liability arising from any activities undertaken by
PURCHASER, its agents, officers, and employees, pursuant to this
paragraph.
13. Purchaser1s
Post-Closing
Construction
Obligations:
Purchaser agrees that it shall
complete the recreational
facilities (MFacilitiesM) described on Exhibit MC" attached hereto
including all engineering and surveying work required to complete
such work.
Purchaser acknowledges that its obligations include
among other items, constructing a pool, two tennis courts, and a
recreation building.
In the event Purchaser elects not to
exercise its option to purchase the Option Lots, Purchaser agrees
to grant to Seller, its successor and assigns, use rights in the
facilities for not more than 100 lots.
14. Prorations, Adjustments and Certain Closing Costs: Real
property taxes shall be prorated (without regard to discount) as
of the date of each closing based upon the current year1s taxes,
or if not known, upon the prior year's taxes provided, however,
that upon receipt of the tax bill for the year in which such
closing takes place, the parties shall reprorate the taxes
whereupon PURCHASER shall be obl i gated to refund to SELLER any
excess tax credit given or paid to PURCHASER at closing or SELLER
;~; t::
shall be obligated to remit any deficiency therein, as the case
may be .!.
Certified, confirmed or ratified special assessment
liens as of the date of closing are to be paid by the SELLER.
Pending liens as of the date of closing shall be assumed by the
PURCHASER.
15. Closing Costs: PURCHASER and SELLER shall pay the costs
for each closing as follows:
A. Florida Revenue Stamps on Warranty Deed shall be
pa i d by SELLER; the cost of recordi n9 the Deed sha 11 be pa i d by
PURCHASER.
B. The cost of recording all documents (other than the
Deed) reasonably required by the title insurer to be recorded
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shall be paid by SELLER.
16. Closing Documents:
The SELLER shall make, execute and
deliver to PURCHASER, at each closing, Affidavits as commonly used
in the State of Florida to the effect that SELLER is the only
person in or who has the right to possession of the PARCELS and
that all bills for all labor, services and materials that affect
the PARCELS have been fully paid for so that there cannot exist
any lien pursuant to the Mechanic's Lien Law of the State of
Florida. SELLER represents that it has not filed a notice of
commencement for the PARCELS.
Such A f f i davits shall be of such form as wi 11 en a b 1 e . the
',' title insurer to eliminate its standard printed form exception for
rights of parties in possession and its standard printed form
exception providing for the effect of any unfiled Mechanic's
Liens.
Not 1 ater than fi fteen (15) days pri or to any c 1 os i ng
p lJ.r sua n t tot his A 9 r e e men t, Pur c has e r s h all del i ve r t 0 Sell era
copy of a proposed Statutory Warranty Deed, other instruments of
assignment and conveyance, as appropriate;
,.
a copy of the proposed
Affidavit of Possession, a copy of the proposed Mechanic's lien
affidavit and a proposed Closing Statement.
If prior to any closing, any eminent
17. Eminent Domain:
domain proceedings are instituted affecting any of the PARCELS,
the PURCHASER shall have the right to cancel this Agreement if
said prQceedings would result in Purchaser not being able to build
a minimum of 208 lots with houses built hereon. SELLER agrees to
give PURCHASER prompt written notice of any such, proceedings.
PURCHASER shall have fifteen (15) days after receipt of such
notice within which to cancel this Agreement.
Shoul d PURCHASER
elect to cancel this Agreement on account of such proceedings,
PURCHASER will, within said fifteen (15) day period, give written
notice thereof to SELLER of PURCHASER's election to cancel this
Agreement.
Should PURCHASER not elect to cancel this Agreement on
account of such proceedings, Purchaser shall have the right to
defend such proceedings and any award, whether by verdict or
- - _ ...,... , '1 n
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settlement, shall be apportioned in the following manner: all
awards prior to closing, to Seller; purchase price reduced
accordingly. After closing, any award shall go to Purchaser.
18. Default by PURCHASER:
In the event that PURCHASER is
obligated to and does not close on the Lots within the time
specified in this Agreement, or does not close on any the Option
Lots after having given the notice described in Paragraph 6
hereof, or otherwise defaults hereunder and provided SELLER is not
in default of its obligations hereunder, then in such event,
Seller shall be entitled (a) to seek speCific performance or (b)
to receive the deposit deposite~ in accordance with the provisions
hereof as liquidated and agreed damages, and not as a penalty, as
SELLER's sole remedy, and receive back from the Escrow Agent the
General Warranty Deed referred to in paragraph 6 hereof.
19. Default by SELLER:
In the event the SELLER is in
default of any of the provisions of this Agreement, then and in
that event, the PURCHASER shall be entitled (a) to seek specific
per form an ceo r ( b ) to r e c e i vet he r e t urn of all m 0 n i e spa i d 0 r
deposited on account of this Agreement in~ which event the
Agreement shall be deemed terminated and null and void and of no
Q further force and effect, or (c) record the General Warranty Deed
referred to in paragraph 6 hereof and satisfy Sellers existing
rtlr'- '(IC.. AS Ce-T....,ct.u
(\,J'V firs t mo rt ga ge wit h Jow^" VIftAd~l!!.~" AIU:ntt Hl:if:~p1u p on wh i c h Pu r c has e r
shall have no further obligation under this Agreement.
40. Litigation:
1 n the event that there is any 1 it i gat ion
arising out of this Agreement, the prevailing party shall be
entitled to recover all
costs incurred therein, including
reasonable attorney.s fees at all levels of proceeding.
21. Cancellation of Agreement:
In the event that either
party is entitled to cancel this Agreement pursuant to any of the
terms and conditions hereof, and should either party elect to so
cancel this Agreement~ that party, or its agent, shall give
written notice thereof to the other party, whereupon this
Agreement shall become null and void and of no force and effect,
except to the extent otherwise provided in Paragraph 12 above
setting forth an indemnification obligation of PURCHASER.
1 .,
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All notices necessary and proper herein shall
22. Notice:
be made by posting the same in the United States Mails, certified
mall, return receipt requested, postage prepaid and addressed to
the parties as follows:
AS TO PURCHASER:
K. HOVNANIAN COMPANIES OF FLORIDA, INC.
ATTN: Karl E. Preusse, Sr. Vice Pres.
1800 S. Australian Avenue. Suite 400
West Palm Beach, Florida 33409
WITH COPIES TO:
G. Steven Brannock, Esq.
1800 South Australian Avenue, Suite 400
West Palm Beach, Florida 33409
AS TO SELLER:
Intracoastal Developments. Inc.
ATTN: Alan Miller
70 South Congress Avenue
Delray Beach, Florida 33445
...
WITH COPIES TO:
Michael Gordon, Esq.
Boose, Casey, eiklin et ale
515 North Flagler Drive
West Palm Beach, Florida 33402
AS TO ESCROW AGENT:
Eastern National Title Insurance
Agency, Inc.
~TTN: Victoria Henderson
1800 South Australian Avenue. Suite 400
West Palm Beach, Florida 33409
The addresses of the parties may be changed by
giving notice thereof in writing in the mannerrset forth in this
paragraph for the giving of notice.
Seller shall pay a brokerage
23. Broker's Commission:
commission in the amount of 4% of the Purchase Price plus
applicable sales tax to Westfield Associates, Inc. and Land
Unlimited Realty, provided this transaction closes. One half
(1/2) of said brokerage commission shall be paid upon the closing
of the Lots. The other half shall be paid upon the closing of the
Option Lots. Each party represents to the other that there is no
other real estate broker with whom they have dealt in connection
with this transaction.
In the event that any of the
representations contained in this paragraph shall be proven to be
untrue, then and in that event, any party making any untrue
representation agrees to and by these presents does indemnify,
defend and hold the other party of and from any loss, cost or
expense, including counsel fees incurred on account of the falsity
of any such representation.
24. Closing: Proviso: At the closing of this transaction,
the title insurance agent ("Agent") shall insure the "gap".
, ^
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25. Escrow Agent. The Escrow Agent is authorized and agrees
by acceptance hereof to promptly deposit and to hold funds
received in escrow and to disburse same, subject to clearance
thereof, in accordance with the terms and conditions of the
Agreement. In the event of doubt as to its duties or liabilities
under the provisions of the Agreement, the Escrow Agent may, upon
mutual agreement of the parties, continue to hold the monies which
are the subject of this escrow until the parties mutually agree to
the disbursement thereof, or until a judgment of court of
competent jurisdiction shall determine the rights of the parties
thereto, or, absent such mutual agreement, shall deposit all the
monies then h~ld pursuant to this Agreement with the Clerk of the
Circuit Court of Palm Beach County, and upon notifying all parties
concerned of such action, all liability on the part of the Escrow
Agent shall fully termi nate, except to the extent of accounti ng
for any monies theretofore delivered out of escrow. In the event
of any suit between Purchaser and Seller wherein the Escrow Agent
;s made a party by virtue of acting as such hereunder, or in the
event of any suit wherein Escrow Agent interpleads the subject
matter of this escrow, the Escrow Agent shall be entitled to
recover a reasonable attorney's fee and costs incurred, said fees
and costs to be charged and assessed as court costs against the
non-prevailing party. Escrow Agent shall not disburse any monies
to one party without the written consent of the other party. All
par t i e:s a g r e e t hat the E s c row Age n t s h a 11 not bel i a b 1 e t 0 any
party or person whomsoever for misdelivery to Purchaser or Seller
of monies subject to this escrow, unless such misdelivery shall be
due to willful breach of this Agreement or gross negligence on the
part of the Escrow Agent.
26. Effective Date:
This Agreement shall
be deemed
effective and where applicable the phrase "effective date of this
Agreement" shall mean when duly executed by the last of the
parties.
27.
Assionment.
-
Purchaser shall have the right to assign
this Agreement, PROVIDED, HOWEVER, (a) that any such Assignment
shall be in writing and notice thereof given to Seller whereupon,
1 t:;
1'.>_7_0.7 Mnn O'/7.1?
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the Purchaser herein shall be relieved of all liability under this
Agreement, and the Assignee, only, shall be fully responsible
therefor, and (b) that Seller's consent to such assignment shall
have been fi rst obtained; it being understood that such consent
shall not be unreasonably withheld or delayed; however, Seller may
base refusal on the financial condition of Assignee, and Purchaser
must furnish evidence of Assignee's financial condition upon
request by Seller. Anything in the foregoing sentence to the
contrary notwithstanding, Seller's consent shall not be required
with respect to an assignment by Purchaser to a company affiliated
with Purchaser. In the event of such Assignment, the Assignee
shall be deemed to have posted the deposit.
28. Time: Time is of the essence of this Agreement.
29. Construction: This Agreement shall be construed in
accordance with the laws of the State of Florida. Venue of any
action shall be in the Fourth Judicial Circuit of Florida.
30. Gender: Whenever the context hereof so permits, the use
of the plural shall include the singular, the singular the plural
and the use of any gender will be deemed to incl~de all genders.
31. Entire Agreement: This Agreement contains the entire
agreement between the parties and neither this paragraph nor this
Agreement may be altered, modified or amended unless executed by
the parties with the same formalities as t~;s instrument is
executed. This Agreement supersedes any prior or contemporaneous
agreement between the parties concerning the subject matter
hereof.
32. Binding Effect: This Agreement shall be binding upon
the parties hereto, their heirs, successors, personal
representatives, and assigns forever. Any representations made by
any party hereto to the other party hereto shall, unless the
representation is specifically limited to such party personally,
be binding upon the heirs, successors, assigns and personal
representatives of such party making such representation.
33. Captions: The headings and subheadings used throughout
this Agreement are for convenience only and have no significance
in the interpretation of the body of this Agreement and they shall
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be disregarded in construing the provisions of this Agreement.
34. Recordation of Agreement: The parties shall execute
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s i m u 1 tan e 0 us 1 y ~ @ " 9" i t~ the Me m 0 ran dum at t a c he d her e to as Ex h i bit
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MIN and either party may record same in the Public Records of Palm
Beach County, Florida, subsequent to the closing of the Lots.
35. Waiver: One (1) or more'waivers of any covenant, term
(~
or condition of this Agreement by either party shall not be
construed by the other party as a waiver of a subsequent breach of
the same of any other coyenant, term, or condition.
Effect:
This Agreement
36. Del i ver~v of executed copies:
shall be of no force and effect unless executed by all the parties
hereto, and two (2) fully executed copies thereof are delivered to
"G. Steven Brannock, Esq., K. Hoynanian Companies of Florida, Inc.,
1800 South Australian Avenue, Suite 400, West Palm Beach, Florida
33409, Attorney for Purchaser, on or before five o'clock (5:00)
P.M., December 7, 1987, and a receipt therefor is obtained from
same.
IN WITNESS WHEREOF, the parties have executed this Agreement
r
the day and year hereinafter stated.
Signed, sealed and Delivered
in our presence:
Executed by SELLER on:
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INTRACOASTAL DEVELOPMENTS, INC.
:y~10r~~
Its / / President
(/'
(CORPORATE SEAL)
Executed by PURCHASER on:
'V~C ~ Gd'... q I \ q Ql
K. HOVNANIAN COMPANIES OF FLORIDA,
1 C., a Florida Corporation
S\j\~, ~
Sr. V. President
(CORPORATE SEAL)
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EASTERN NATIONAL TITLE
INSURANCE AGENCY, INC.
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By: I~
Victoria C. Henderson,
Vice President
BROKERS:
By:
LAND UNLIMITED REALTY
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:IIE \',EST C:U/\IUEH 01 ltlE hiUH1HEAST OUld<lF.:n (IF lIlL
',il"lI~:';:.H:.rn LOl 3, UEING THE NOHTHWEST OUAH1U~ ur
ur SEe 1 I UN 7, r U\'.'~~SH I P 45 SOUl H, RANGE 4 J EI,Sl.
COt. TAI~.ING IN TOTAL 49,231
ACRES M0RE OR LESS
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