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APPLICATION ROSSI AND MALAVASI ENGINEERS, INC. CONSULTING ENGINEERS (I~~ ~~ ~ 1--,,,", /R ..'. -- & M- " .,/ "'---! --- May 16, 1988 f1r. Thomas Clark, P.E. City Engineer CITY OF BOYNTON BEACH P.O. Box 310 Boynton Beach, FL 33425 ['1IJ \) N o k ~c/ I' , ) 1(' if :\..,Y I c \> 0' ) ,,~ , (1' AND NO.2 Re: LAWRENCE GROVE PLATS NO. Dear Mr. Clark: FORUM III . SUITE 407 1675 PALM BEACH LAKES BLVD. WEST PALM BEACH, FLORIDA 33401.2179 /T:L!~HONE: (305) 689.0554 /:6,' (5 / I 0 ~ \./ (; p}fi ,/"i', ~ f1 ':J I l' " 1'0 rn J ~ \ \ Il L, 1\1- .(!-, 'r/ ( "1,1 Cr' Ii , v' , ,~), r},' ,,' C ~i"'" ,)1 b,. I ~U /' 11-/ 't,,,r' 'I \ ,t:/ [",.f" 0:' t/ fl11) , \ I am enclosing for your review and approval, two (2) sets of construction drawings for the referenced plats, together with the engineer's cost estimate. The plans and estimate have been revised to include Staff Comments, with particular attention to stabilized subgrade and street lighting identified along Lawrence Road'. Your earliest review and approval of the cost estimate ~~uld be appreciated, so that my client can prepare to obtain the required bond for site improvements. Very truly yours, VASI ENGINEERS, INC. ER: jp t(l!tE~ \~ 111 "'. ~8 ''''''~-~ Enc. cc: Mr. Steve Bovio K. Hovanian Companies f" ROSSI AND MALAVASI ENGINEERS, INC. CONSULTING ENGINEERS ~,~ -f. t'(&M+ ~I~ FORUM III . SUITE 407 1675 PALM BEACH LAKES BLVD. WEST PALM BEACH, FLORIDA 33401.2179 TELEPHONE: (305) 689.0554 May 16, 1988 Mr. Jim Golden, Asst. City Planner CITY OF BOYNTON BEACH P.O. Box 310 Boynton Beach, FI 33425 Re: Lawrence Grove Acreage Computations for Recreation Fees Dear Mr. Golden: am enclosing a copy of a survey prepared by F.R.S. and Associates, which indicates the total acreage to be 48.12 acres. Plats No. 1 and No. 2 show a combined acreage of less than that shown on the survey, because the Right-of-Way for the L-19 Canal had been deeded to the District by separate instrument. Very truly yours, ~AVASI ENGINEERS, INC. ,// ER: j p Enc. cc: Mr. Steve Bovio K. Hovnanian Companies ROSSI AND MALA VAS I ENGINEERS, INC. CONSULTING ENGINEERS ,r61~ - R&M+ ~I~ FORUM III . SUITE 407 1675 PALM BEACH LAKES BLVD. WEST PALM BEACH, FLORIDA 33401.2179 TELEPHONE: (305) 689.0554 April 25, 1988 File: lawrence.l&2 City of Boynton Beach P. O. Box 310 Boynton Beach, FL 33425 ATTN: Mr. Tom Clark, P.E. City Engineer RE: Lawrence Groves Plat Nos. 1 and 2 Dear Mr. Clark: Enclosed are six (6) copies each of Plat 1 and six (6)copies each of Plat 2 together with two (2)copies of the construction drawings (Plats 1 and 2 combined) and one (1) set each of construction Cost Estimates for Plat 1 and Plat 2. The preliminary plat of Lawrence Grove was previously approved by the City. This resubmittal is brought about because of dividing the project into two (2) plats. Neither the construction drawings nor the platted lots and recreation areas were affected in any way by this submittal. Enclosed are the required checks for preliminary plat submittal, one (1) in the amount of $412.0" for plat 1 and another check in the amount of $398.00 for Plat 2. Very truly yours, ENGINEERS, INC. ER/tp Enc. ,-. .~~- PURCHASE AND SALE AGREEMENT -' ~ AGREEMENT made and entered into this ~ day of December, 1987, by and between Intracoastal Developments, Inc., a Florida corporation, (hereinafter referred to as IISELLERII), and K. HOVNANIAN COMPANIES OF FLORIDA, INC., a Florida corporation (herei nafter referred to as "PURCHASER II), and EASTERN NATIONAL TITLE INSURANCE AGENCY, INC., (hereinafter referred to as IIESCROW AGENTII). 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/IOO DOLLARS ($50,000.00) deposited this day with Escrow Agent (by check subject to collection) {"DepositH) 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 as Lawrence Groves Subdivision, described on Exhibit IIA" attached hereto and made a part hereof and designated by a blue outline on Exhibit UB" 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.I); (2) all of SELLER1s rights, title and interests in and to the benefit of any and all e as em en t S 0 rot her a p-p u r ten ant ri g h t s , development rights, permits~ licenses, franchises ~nd other public and private approvals associated with the lots (collectively referred to as the "Easements and Developments RightsG); and (3) all of Seller's rights, title and interests in and to all engineering and testing data, analyses, studies, evaluations, engineering and -, .,.........", -- a"rchitectural 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 IIPlansll). B. Further, in consideration of the sum of TEN DOLLARS ($10.00) 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 (l00) lots may be constructed and known as the Lawrence Groves Subdivision, described on Exhibit IIAII attached hereto and made a part hereof and designated by a red outline on Exhibit "BII at~ached hereto and made a part hereof together with all improvements and fill located thereon (such property shall hereinafter be referred to as the 1I0ption Lotsll); (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 IIEasements and Developments I Rightsll); and (3) all of Seller1s rights, title and interests in and to all engineering and testing data, analyses, studies, eval uations, engineering and architectural pl ans, 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 IIPlansll). C. The properties to be conveyed hereunder are collectively ref err e d .t 0 her e i n a slit h e PAR C E L S II .. 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~ the interest earned on such deposits shall be disbursed as part of fhe 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 consideration 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/100 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 tefore thirty (30) days after SELLER has received all governmental approvals (evidenced by writing) necessary for the Purchaser to -' I 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/100 DOLLARS ($1.310,000.00) (subject to adjustments and prorations as hereinafter provided). The above purchase price is based upon 100 lots at $13.100.00 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: 1) The deposit of S50,000.00 shall be applied to the Purchase Pric€ 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 (15) months from the date of the closing of the Lots; Said notice ~hall be given at least thirty (30) days prior to the closing date desired by PURCHASER. Once given, the notice of the exercise of th€ 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 () right to exercise its option if the PURCHASER closes on the Lots. On the 9lst day after the closing of the Lots and the one hundred and eighty first (18Ist) 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 (27Ist) day after the closing of the L'ots 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 thls 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 event 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 expi re 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 De~d. 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. .' Simultaneous with the closing of the Lots, Seller shall/) execute a general Warranty Deed conveying the Option Lots to ~1~ C14 ~..,~^"~ Purchaser and shall deliver same to escrow Agent. The Escrow~ ~~ Agent is authorized and directed to deliver said General Warranty~~ ~ -of~ Deed to Purchaser upon Purchaser making written demand upon Escro~~~ 4 Agent for said Warranty Deed stating that Seller has ~efaulted 4-VfA 6.0~ /r~i !i~~ ~~ /;.f:,,~;;e~ ~ ~ ~ ~. t ~ ~ ~ Clyv~....l......r. 8. SELLER1s Representations: SELLER represents and 7 ~~~ 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 are 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. D. 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 I (208) single family residential dwelling units together with all related 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 .' :1 fi ---.. - -- - -' 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 nature 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 as 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;s no litigation or other proceedings pending or~ to the knowledge of Seller. threatened a9ainst or relating to the PARCELS or any part thereof, nor does Seller know of any basis for such action, including, without limitation, condemnation or ~r,.- ,~-. I',. -'" ~minent 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) issued through Eastern National Title Insurance Agency, Inc., at minimum promulgated rate less any reissue credits available, agreeing to issue to PURCHASER a titre insurance policy with full marketability endorsement (Form B) 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. PURCHASER1s attorneys 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 Sell er '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 Opt ion L -0 t s s h all t a k e p 1 ace and PUR C HAS E R s h all beg i v e n 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. ! 1 .' 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 S ELL E R to cure 0 b j e c t ion s tot i t 1 e , SELLER s h ~ll 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 Purchaser~s 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 true 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 '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 (20B) single family residential dwelling units on the Parcels. In the event that all of the foregoing conditions precedent have not been 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 [5] 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 homeowner1s entities having jurisdiction of the PARCELS. B. PURCHASER does hereby agree to fully cooperate with SELLER and to promptly (i.e., within no more than five [5J bus i ness days foll owi ng 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 r; 9 h t toe n t e r up 0 nth e PAR C E L S top e r form en gin e e r i n 9 s t u die s , inspections~ test borings and all other reasonable activities that PURCHASER may deem necessary or desireable in order to determine the suitability of the PARCELS for the purposes contemplated '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. Purchaser's Post-Closing Construction Obligations: Purchaser agrees that it shal 1 complete the recreational facilities ("Facilities") described on Exhibit "C" 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 year's 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 obligated to refund to SELLER any excess tax credit given or paid to PURCHASER at closing or SELLER . 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 ~losing as follows: A. Flori da Revenue Stamps on Warranty Deed sha 11 be paid by SELLER; the cost oT recording the Deed shall be paid by PURCHASER. B. The cost of recording all documents (other than the Deed) reasonably required by the title insurer to be recorded -- -shall be paid by SELLt.R. 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 Affidavits shall be of such form as will enable 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 later than fifteen (15) days prior to ,any, closing pursuant to this Agreement, Purchaser shall deliver to Seller a cop y 0 f a pro p 0 sed S tat u tor y War ran t y Dee d, 0 the r -i n s t rum e n t s 0 f 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 proceedings 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. Should 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 'PURCHASIR's election to cancel this, Agreement. Shoul d 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 I' '. r, 8.,....,.... ') 's e t t 1 e men t, s h all b e a p p 0 r t ion e din the f 0 1 low i n g man n e r : 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 deposited 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 for man ceo r ( b ) to r e c e ; v e the 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 A g r e em e n t s h a 11 be de em e d term i n at e d and nulla n d v 0 i d and 0 f no n further force and effect, or (c) record the General Warranty Deed \~ r e f'e r red to i n par a 9 rap h 6 her e 0 fan d sat i sf Y S ell e r sex i s tin g ,\\J '11 t "- '(I(. cu (0' T ",,,,~hu [~J" first mortgage withJ..,~~VtfJt1J"~~~t:;c..\(.!'AN~~[~c:c~,dupon which Purchaser shall have no further obligation under this Agreement. 20. Litigation: In the event that there is any litigation 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 of1 no force and effect. except to the extent otherwise provided in Paragraph 12 above setting forth an indemnification obligation of PURCHASER. 22. Notice: All notices necessary and proper herein shall be made by posting the same in the United States Mails, certified .' mail, 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, Cik1in et a1. 515 North Flagler Drive West Palm Beach, Florida 33402 AS TO ESCROW AGENT: Eastern National Title Insurance Agency, Inc. ATTN: 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 manner set forth in this paragraph for the giving of notice. 23. Broker's Commission: Seller shall pay a brokerage :ommission in the amount of 4% of the Purchase Price plus applicable sales tax to ~Iestfield 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 coulls-el f~5 incurred on account of the falsity of any such representation. 24. Closing: Proviso: At the closing of this transaction, the title insurance agent ("AgentU) shall insure the _gapN. 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 held 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 terminate. except to the,' extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between Purchaser and Seller wherein the Escrow Agent is 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 cost s to be c h a r 9 ed, and ass e sse d as co u r t co s t sag a ins t the non-prevailing party. Escrow Agent shall not disburse any monies to one party without the written consent of the other party. All parties agree that the Escrow Agent shall not be liable to 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 appl!cab1e the phrase "effective date of this Agreement" shall mean when duly executed by the last of the parties. 27. Assignment. 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. .' "the Purchaser herein shall be relieved of all liability under this Agreement, and the Assignee, only, shall be fully responsible therefor, and (b) that Seller1s consent to such assignment shall have been first 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 include all genders. 31. Entire Agreement: This Agreement contains the entire 2greement 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 this instrument is executed. This Agreement supersedes any p,rior 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 r e pre s en tat i on i ssp e c i f j call y 1 i m i t e d to such par ty per son a 11 y , be bin din gu p 0 nth e I h e i r s, s u c c e s s {) r s , assigns and per son a 1 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 be disregarded in construing the provisions of this Agreement. Q~ \l 34. Recordation of Agreement: The parties shall execute ~ N u..r........ 1> ~ c. ~ simultaneously~..,€,.t-4~ the Memorandum attached hereto as Exhibit t- "Z" and either party may record same in the Public Records of Palm Beach County, Florida, subsequent to the closing of the Lots. One (1) or more waivers of any covenant, term 35. Waiver: 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 covenant, term, or condition. 36. Delivery of executed copies: Effect: This Agreement 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. Hovnanian 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 ~his Agreement the day and year hereinafter stated. Signed, sealed and Delivered in our presence: Executed by SELLER on: -:D ~W\" l!1t. ~ l \ Jt Ql r%J/~ ,*1( tf/(W~ I~(/ INTRACOASTAL DEVELOPMENTS. a Florida Corporation ~ IN C . By: Its (CORPORATE SEAL) Executed by PURCHASER on: .\)~Ce.1vIGIS1"-- q'l \ 9 Ql K. HOVNANIAN COMPANIES OF FLORIDA, I C., a Florida Corporation ~ S\j,c<-, ~ ~reusse, Sr. V. President / d~ <'W:;' - 'Yt3~ fJ2 - , ~ (CORPORATE SEAL) EASTERN NATIONAL TITLE INSURANCE AGENCY, INC. .' .. / By: /~~~ Victoria C. Henderson, Vice President BROKERS: WESTFI~LD i I I By: LAND UNLIMITED REALTY ~ l" ,.., ,-- ,-'\ - ;- - ,_ ,,v -.......'J/I.1,..A ~ -,~:~'~l ..-.. " . B Y . ,-;~ ;. ., -. .-/ c?-."'f ~1 ;' '" , , , I :',!