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APPLICATION , - PROJECT NAME: Manatee Bay tka Banyan Cove LOCATION: 1632 North Federal Hwy COMPUTER ID: Manatee Bay PERMIT #:98-3146 I FILE NO.: ABAN 98-010 I TYPE OF APPLICATION: Abandonment AGENT/CONTACT PERSON: OWNER! APPLICANT: Jan C. Hansen, AICP Olen Residential Realty Co. Olen Development Co. PHONE: 954-340-4904 PHONE: 954-340-4904 FAX: 954-340-4608 FAX: 954-344-4608 ADDRESS: ADDRESS: 1062 Coral Ridge Dr 1062 Coral Ridge Drive Coral Springs, FL 33071 Coral Springs, FL 33071 Date of submittallProjected meetine dates: SUBMITTAL / RESUBMITT AL 11/16/98 1ST REVIEW COMMENTS DUE: PUBLIC NOTICE: Mail/publish: 11/7/98 City Clerk/fax: 11/4/98 OUT - City Atty: 11/2/98 TRC MEETING: PROJECTED RESUBMITTAL DATE: ACTUAL RESUBMITTAL DATE: 2ND REVIEW COMMENTS DUE: LAND DEVELOPMENT SIGNS POSTED (SITE PLANS): PLANNING & DEVELOPMENT BOARD 12/22/98 MEETING: CITY COMMISSION MEETING: 1/5/99 COMMENTS: S:\FORMS\PROJECT TRACKING INFO " APPLICATION ACCEPTANCE DATE FEE PAID: 58 () f- "/lj/1 j , RECEIVED BY STAl - ~EMBER ~ RECEIPT NUMBER: !/ofo l , ':".:- APPLICATION TO ABANDON/VACATE BOYNTO!T BEACH PLANNING DEPARTMENT APPLICATION INFORMATION FORM NOTE: This form must be filled out completely and accurately and must accompany all applications submitted to Planning and Zoning (Two(2) copies or application are required.) PROJECT NAME: Mb..\J Ale:€. e"A'-( (~~e.LY ~N~}.J COv~) JA"-J C. 4-\A\.JS"aI, A tGP AGENT I S NAME: AGENT'S ADDRESS: C t..E\.J Q.E\Itlt')? H~ ~ AGENT'S PHONE: l (') C-? CQ~ ~\ ~t'--t= l)~\VE <:::otl-,M.. S~tz..tloJ~ PLA ~~ 71 .9t?LI. 3 ik5. 4.G}04(T) c:::rS4.; 4 ~ -4'-Oc5( F~ ) AGENT'S FAX: OWNER I S NAME: (or Trustee's) 6~~ ~~\Ot:JJT7~ ~~-M Co . OWNER'S ADDRESS: \ b (;;,2 c.c 'lAxL t?--, 0 k~ P t2\.VE . PL6e..t OJ\ "?"Zx::::>7 J , OWNER'S FAX: co \2.-.6<1.. SVa.-,~ ~ '10'4. ~40 - 4:164- C1~4. ~46. ,4'-08 OWNER'S PHONE: PROJECT LOCATION: (not legal description) If, '?2 N~l\,.\ ~-,}e.R.f\L F.,OYfJlDJ.) &' k.\-} I fl t-l (G~WA'r' CORRESPONDENCE ADDRESS: * (if different than agent or owner) 5~~^-E.. A> 6\\/ tJ~2.. J t;.- ~E)J, . This is the address to which all agendas, letters and other materials will be forwarded. , 8.~PLICATION TO .;;EA.l.'ITJON (VACATE r The undersigned, pursuant to Ordinance NO. 76-27 of the City of Boynton Beach, Florida, hereby applies to the City Commission to vacate/abandon, and discontinue the I (check one) : ALLEY -STREET v SPECIAL PURPOSE EASEMENT OTHER NONFEE INTEREST OF THE CITY as described in attached Exhibit "A", and to renounce and disclaim any right of the City and the public in and to any land in connection therewith. Said applica~ion is to be filed with Planning and Zoning in duplicate and applications involving more than one of the above listed non fee interests shall be filed separately. Each application so filed shall be complete in every respect. The undersigned hereby certify: l~ That a complete and accurate legal description with the specific property interest sought to be vacated or abandoned, including where possible a plat map or drawing showing the general area and location involved, is set forth in Exhibit "A" attached hereto. vi. That the title or property interest (check one) : ( ( ( interest of the City and the public in and to the specific described above was acquired and is evidenced by, DEED DEDICATION PRESCRIPTION Recorded in Oe IS \440 l 'P6 ~9 ~ 02 Records of Palm Beach County, F arid . Book \ L\ \ 'i , Page lC2 , and Public yj. That no similar application has been considered by the City at any time within six (6) months of the date hereof, and should this application be granted, such abandonment and vacation will prevent no other property owners from access to and from their property and not o~her property owners in the vicinity will be adversely affected. .. V<. That the above described property interest is under the control and jurisdiction of the City Commission of the City of Boynton Beach, Florida; is not a part of any state or federal highway system; and was not acquired or dedicated for state or federal.highway purposes. ~. That the following constitutes a complete and accurate schedule of all owners and occupants bounding and abutting the property interest described above. 6. Labels and/or addressed envelopes for property owners and 1st class postage (stamps or pay for required post~ge) . NAME ADDRESS ""S -EE; ~CkA ~p 2 7. Verification from each affected or potentially affected utility company that they have no interest in the vacation/abandonment, or, if they have present or future interest, proposed easement documents protecting their interests. (See attached Utility Company list) 8. Obtain a survey of the street (or easement) . 9. Obtain a. title opinion (ownership and encumbrance report) from a title company. 10. That the following grounds and reasons are submitted in support of this application: "5\J~ 1C~ GT\ \.AT\' ~Eh~ \VEQe E:S~L-lS:e-tET) I t-.J ~ I... ~ ( ~ cp('".Jf'.,) Pt2-c+>~& f:> SUfSD, VI r taJ \}J i'TI,..' 1> (2.eV(CX/S \).1 As U~C-OH~L~J ~ ~ ?:-~-ED DATED: _tN-c>v \ S, lctCf 6 APPLICANT(S) NAME (PLEASE SIGN) ADDRESS IJA~~~ I I ~ 2 r-'~ \2-l\)G-'- t:::>6t LI~ ~ S\? H M?-~ ~~11 STATE OF FLORIDA COUNTY OF PALM BEACH The above named applicant{s) being first duly sworn by me the day and year above indicated, deposed and stated that _~ _ are~ the applicant (s) in the foregoing Application to Abandon/Vacate; that they have read the same and that the facts therein set forth are true and correct to the best of their knowledge. ~ ./'iJ~ 7r~~,~L-' NOTARY PUBLIC, State of "Florida 103/1f My Commission Expires: S:\PLANNING\SHARED\WP\FORMS\APPS\ABAN\ABANDON-2/9B.WPD 3 )i~\\\W"\\\'.\ \\ '. \\\\ \,,\\\ '.\.S.:-'\ \ \\ ws ;,\\\\ \\ \\\\ \\1' ) 1<\'-Y"if . . .' ( ,.} ~...~ Cnstma DeFranccschl , . :, : : l'c~otary ~u?lic. State ofFJorida ': ). ~ J' onunlsslon No. CC 581830 :. : ':<-Off\.1.\ MyConunis.:on Exp. 09/02/2000': , 1-80()-3-NOTA.!~Y. Fla. NQWY ~ervicc c/: Bonding Co : ( ) (({(Nt( (co' <'I' (((({(((((('(((('(((( (( (f( (( (((((((( (( (((; I -....................... tz11.~-6i.':i-~-~Ji~ -.r6-~~~~~~,,__~',~:::::..:::::r.:..~~'~~Z-~~~~\W~ &-. ~ ~ E:! '"" E::: ~ c ~o - ~ u ~ .... '"'= = = -< .... ~ ~ Cf.l QJ ~u QJ = . ,...J E G u ~ 1: ! o = Jo-oi ..... Cf.l ..... 1: <~ QJ 0 ....... ..... ''- ~ ,~:'~ 'tl ... ~ =;: 000 =:<:-( ~Cf'l j~ . 'J: C-' 0 ~~ 1t'l . 1t'l 0 C'l'tl ~3 ~ ... i'Jo u IE o ~~::di~~:::?~~?1~Z;,~:~~"~"'f<ts:.' , 1- ____ ~~~~"':~;~,,-,!...: .,., ,'::}~.: to'. ~,.~.~ - '.t.r,I:'" ~ .~ ""I.... I ~ ~rn..---.. ...,,,"'4;~~~, ~~ ~~->>-~ ~~r""'~m'!"':~~ni"M-.~~ _..~~:;~~~~."... ..--:,........'1"" " ""-.,. "'!t:ri!;(?"-'" ----"~- --;0=:-----..-------'1 J .~ .~ j J ,~".'....,.""_..4. .---..... ........ ~,.......,':'''''.......u''"'j' "''':'.''ffU~"C;;11l - lw'iL,orV 'lC;;~.J r ! Attornevs" Title Insurance Fund, Inc. wi ORLANDO, FLORIDA Commitment To Insure Title A TIORNEYS' TITLE INSURANCE FUND, INC., a Florida corporation, herein called THE FUND, for a valuable consideration, hereby commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest covered hereby in the land described or referred to in Schedule A; subject to the provisions of Schedules A and B and to the Conditions and Stipulations hereof. This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A hereof by 1HE FUND, either at the time of the issuance of this Commitment or by subsequent endorsement. This Commitment is preliminary to the issuance of such policy or policies of title insurance and all liability and obligations hereunder shall cease and terminate six months after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or policies is not the fault of 1HE FUND. In Witness W'rzereof, ATIORNEYS' TITLE INSURANCE FUND, INC. has caused this Commitment to be signed and sealed as of the effective date of Commitment shown in Schedule A, the Commitment to become valid when countersigned by an authorized signatory. .~ ~"":'N"~.""'''. ~. ~":......... ~ ~~ Ail ." .... \. I i:!.....oJ"064~......,.,,, I'" f ..... \ 1; ~~\ SEAL /~1 \. "2;" ..' I"ll ~'~~~oiiO'~~./' -r"".........,,'~- Attorneys' Title Insurance Fund, Inc. BY~~ Charles J. Kovaleski President SERIAL c- 2578724 FUND FORwi C (rav. iigo) ... ..'.,.~~~: .. ,.~~~':~~':~. "l"~~~~~:-...!~::!'~~.,~.Jz.~hJ.j1~.qI~~fI::Ill.~...~ _ -..,~.~:'~. ,,,-, ; , ... 1 i j \ -; :1 ~1 i s ~ ~ t ~ ~ .~ '~ DEe 23 ' 97 02: 05PI"I P.3 FOND COMMITMENT Schedule A C~=-mse: No.: C-2578724 .~~.ccj?W DAte: ~.C8mb8r 15, 1997 at 11 pm ~.p 1 ~ 7jJe ~.; 0'-11-:0:'2 Ageac'. ,jle Se~.~.Ac.: caf5-~1'34 1. ~olj~y or ;oJl~l.. to b. 1..ued: ~ropo..d AmOUA e Q% rA.lU',qace onme r . ; om $1,300,000.00 :I~posed'%>>.u.r.d: Olen aesidential Realty Corporation, a Nevada corporation JIOJl!l'a.\ta:.&' : N / A ~ropo.ed Insured: n/a 2. ft. ..tate or i.at_r..t lA tlz. lagd d..c:r.:tbed or re~erred to .!A t.b.:L.. Clomm.:t t:.meDC: ~s . lee .bapJe azae! tlUe tlz.reto l. .t t:.b. .~~.c:tj". dAte b.ereol WI.tee! l~: AJ, Inc., a Maryland corporation J. ftle land re~erred to in tbj. cClllll.1 tmez1C js d..crlbed .. ~oJ.lo".: Legal :Description .et forth on "Exhibit "A" att.ached. AQD'2' NO. : Z..r:nID .r: 16501 . See.1I C IlAZZ.zm: ADDUS": ACaIrr'S SZGWA !15 N Plagl.r Or w..t Palm Beach, Florida 33401 aev.l.l DEe 23 '97 02:05PM P.4 FUND COMMITMENT Sch.dule B ccnt!nued ;age ~ CQIIII~ tment:: No.: C-2578724 7U=d '!le MUmber 06-J7-1016~ I. The ~ollotli.ZJg are the requi.raazsu to be ~OIII'p.Ued ..,i. tb.: 1. .Payment ot tbe full C'ozzs.tderat.1o.a to, or Lor the aC'C'OW2t:: ot, the gretors or llIortgagors. ~. Instruments C.l"eat:iZJg the ..tat. or ,:hst::e,,:'e.t to be .1%1sured ItJs!c:.b must be exeC'uted, delivered and ~i.led ~or .reco~: a. C..d from Bankruptcy Trustee for A.J. lnc, or AJ, Inc., as debtor in posse..ion, to the proposed insured purchaaer(.). The aeed shall contain a .tatement that the real property i8 being conveyed pursuant to the oraer authorizing the 8ale. 3. A aetermination must be made tr.t there are no unrecorded special assessment liens or unrecorded liens arising by virtue of ordinance., unrecorded agreements .. to impact or other development fe.., unpaid waste f... payable to the county or municipality, or unpaid .ervice charge. under Ch. 159, F.S., or county ordinance. :.S:. .) 4. Bati.factory evidence must be furni.hed establiShing that AJ, Inc, is a corporation duly organized, validly existing. .nd in good standing under the laws ot Maryland, If there i. no governmental agency in charge of corporate records from which a certificate ot sood .tanding can be obtained, then an attorney or notary public in the _tate or country of origin, who has examined the appropriate corporate record., can provjde the certificate. 5. Satisfactory evidence mult be furnishea establishing that Olan Re.idential Realty corporation i. a corporation duly organized, validly exi_tins, ana in geod standing under the laws of Nevada. It there is no governmental agency in charge of corporate records from which a certiticate ot good standing can be ebtained, then an attorney or notary public in the .tate or country of origin, who haa examined the appropriate corporate recorda, can provide the certificate. 6. Proof of payment of taxe. for the year 1997 muat be furnishea, and any tax certificates issued with re.p.ct thereto mUlt be cancelled by the clerk of the court. Ad Valorem tax.s are unavailable at the pre.ent time, but will be furnished upon receipt. We reserve the right to add any additional requirements upon receipt of same if any unpaid taxes or tax certificate. are of record. 7. Proof of payment of tax.. fer the year 1995 must be furnished, and any tax certificates issued with respect there Co must be cancelled by the clark of the circuit court. . Tax Folio NO. '. 08-43-45-15-03-000-0171; 08-43-45-15-03-000-0191; 08-43-45-15-00- 000-7010, and 08-43-45-22-04-000-0010. 8. Sati.taetion o~ the mortgage from AJ, Inc., a Maryland corpgration to Joma= Sa1.. Co. Re.t4ted pen.ion Plat A Tru.t Agre.ment, dated August 10, 1393 and recorded in O.R. Book 7940, pag." 1346, Public Recorda of Palm ~each County, Florida. DEe 23 '97 02:06PM P.5 FUND COMMITMENT CCIDIIl.'tt=ct No.: C-2578724 Ccmt.inued J>age 3 I'U.Dd F:U. NwIIbezo Of-S1-1Qll:J 9. Dismissal of Lis Pendens recorded in C.R. Book 8303, Page 1979 and O.R. Book 930&, Page 1629, Public Recores of Palm Beach County, Florida, wherein Jomar S~l.. Co. Restatea Pension Plan _ Trust versus AJ, Inc., and di~is.al ot case under Case No. CL 94-4599 AS. 10. satisfaction of the mortgage from AJ, Inc. to Patrick J. Nee Realty, dated June 11, 1993 and recor~.d in O.R. Book 7763, page 1755, as refiled in C.R. Sook 7798, Page 157, Public Record.. of ~alm Beach C~ty, Florida. 11. Satistaction of the mortgage from Via Lago Development Corporation to Mercantile mank , Trust Company, dated June 26, 1994 and recorded in O.R. Book 4314, page 1513, Public Records of Palm Beach County, Florida. 12. Satisfaction of the mortgage from AJ, Inc. co virginia F, Ramirez, dated June 13, 1993 and recorded in C.R. Book 7763, page 16791 Notice ot Limitation of Future Advance recorded in O.R. Book 7798, Page 215, Public Records of Palm Beach County, Florida, 13. The following .hould be placed of record: (i) aftidavit of Pund agent I aeecrney ot record, bankruptcy tru.te. Or certificate o~ clerk stating that be has reviewed the tile and that the motion for authority to sell, certified copy attached, was mailed to the debtor, trustee, all creditors ana indenture t~u.t..., c.~tifi.d QOpy Qf the not~Q. of h.a~ing attached, that a hearing was held and an order authorizing the 8ale was entered containing a statement that the real prcperty (the legal description being fully set forth in the order) is being conve~d free and clear of liens, certified copy of the order attached tana, 1n a Ch.pt.~ 11 P~QQ..a~ng, add; (ii) certificate from the olerk 8tating that the debtor-grantor i. a debtor in po..esion] . :- .':~{:! ZZ. .~bedul. . o~ th. pol.i~y o~ pol.ie.i.. to b. 1ssued w~ll cODeaj= axc.pt1~. to tbe ~ollo":l.Dg mateer. W21... the .ame Iir& d.t_po..d o~ to the s.t.ts:act.1.ozz o~ %'J2. i'lmd: 1. D.~.ct:., l.ie:., .:eumb~a:e.., advszo.. e:la;Uu or otzler mateer., .i~ a:y, c:r..eed, ~J.r.t; app..zo1ng :t.D t:.b. J'ubJ.tc r.cord. or attach1.ag .u.&..fiUllAt: to tbe .~~.ctJ.v. dace 1s.zwo~ but: J'r:tozo co tls. dat. tob. ~o1X'sed .i:llurec:r acqu:Lra. ~or value o~ recorcl tha a.t:at:. Ozo .iAf:.zoe.t: or mozotg.gfi there= covered by t.b1. cc:mlllL'Ltmtmt:. 2. ADy owner and mortgage. pol.icie. 1..ued purluaSlf: b.r.to w11.1 cO:lta1.za =der Sch.dule . t:.b. .taJ:ld.~cr .xcepUozz. s.t: :orth ae tbe 1J2..ide C:Ovtl.l" b.ereol Wll... a.za .~~1d.v1c o~ po.....1oa &ad a .at.i.~ae:to~y curreat survey .re .ubmjtt:ed, &d :1..zas;pect::1.ozz o~ the prem1s.. :I.. made, .tt i.. d.t.~4.zaed the curre.zac J"fIA%". ta.xe. or speCl.ia.l ........:It. bave been pa1d, &ad ;L t: 1. d.t:.nU.D.cr tbere :1.. .zaoth.i.zag ot zwc::orcl w.h.i=1a would g:l.v. r4... to e:on.truct.ton l1e.zas wbjc.b could. take J'~.:tor.t ty over Cbe 1.zatere.t(s} 1.a.ured hereuzad.r {wh.rtI die ,Uezzs would othe,zowj.. ~aJc. Fjor.it;y, .ubm.i...icm o~ ....:tv.r. 1. liec...ary}. J. 'aclara1 .r.j~., jL a.ay, ~:il.d .1t:.& tJI. Ol/i.c. ol th. Secretary o~ .e.te, ,pursu&dt: to s.c. 713.901, .t Seq., '.6., ~1c.b bee... a~~.ctjv. ~uu.r.y %, IIIJ, aDd wh:l.c.h d..:l.g.a.t.d Cbec 0111c. a. tbe pJaCle ~or ~1l:l..zag ~ed.ral 11a.a. aga.iu8t t.utg.ibl& a.ad .1.atang1bI. J'Mrsozza1. lJrOJ'ert:y 01 p&zot;.De.l".b.ips, cor,porac.1oa., eru.e. a.zad dececrent.' ..tate.. !'or .in.ur.iZJ.t/ purposes, ,persozsaJ. Fope~ty .i.DCl.1ud.., but .i. .Dot: .1.imi.tad t:o, mort:gap., lee.coJd., mortgages O.D 1....e.bD1d., :l.ut.re.t. :l.n coop.rat.1ve a..oc1at1on., vend...' lJ:lt:&zo..t., aad opt:1o~.. FUND COMMITMENT Commi tmen t No.: C-2578724 Continued Page 4 Fund File Number 06-97-10162 , i I 6. Terms, provisions, covenants, liens, conditions and options contained and rights and easements established by the Declaration of Condominium of Via Lago, a Condominium and all exhibits attached thereto and recorded December 2, 1980 in O.R. Book 3417, Page 1015, Amendments recorded in O.R. Book 3512, Page 1025, O.R. Book 3534, Page 787, O.R. Book 3578, Page 88, O.R. Book 4743, Page 158, O.R. Book 6130, Page 66, O.R. Book 6130, Page 68, O.R. Book 6509, Page 418 and O.R. Book 6542, Page 816, all of the Public Records of Palm Beach County, Florida. Such Declaration and/or Amendment(s) establishes and provides for easements, liens, charges, assessments, an option to purchase, a right of first refusal, and the prior approval of a future purchaser or occupant. 7. Easement for Ingress and Egress and Cost Sharing Agreement recorded in O.R. Book 5795, Page 1136; as assigned in O.R. Book 6350, Page 207, O.R. Book 6400, Page 1712 and O.R. Book 6444, Page 750, all of the Public Records of Palm Beach County, Florida. 8. Grant of Temporary Easement recorded in O.R. Book 8382, Page 1095, Public Records of Palm Beach County, Florida. 9. Ordinance by the City of Boynton Beach establishing a bulkhead line as recorded in O.R. Book 820, Page 339, Public Records of Palm Beach County, Florida. 10. Reservations in favor of the State of Florida as set forth in the deed from the Trustees of the Internal Improvement Fund of the State of Florida, recorded October 7, 1966 in O.R. Book 1435, Page 97, Public Records of Palm Beach County, Florida. 11. Easement Grant in favor of the City of Boynton Beach, Florida recorded in O.R. Book 1440, Page 69, Public Records of Palm Beach County, Florida. 12. Restrictions, conditions, reservations, easements, and other matters contained on the Plat of Lake Village, as recorded in Plat Book 21, Page 18, Public Records of Palm Beach County, Florida. 13. Reservations in favor of the State of Florida, as set forth in the deed from the Trustees of the Internal Improvement Fund' of the State of Florida, recorded in Deed Book 903, Page 25, Public Records of Palm Beach County, Florida. 14. Modified Sovereignty Submerged Lands Lease Renewal recorded in O.R. Book 9923, Page 1768, Public Records of Palm Beach County, Florida. 15. Riparian and littoral rights are not insured. 16. Rights of the United States of America and/or the State of Florida to any portion of said land which has been created by artificial means or has accreted to any such portion as so created. 17. The rights, if any, of the public to use as a public beach or recreation area any part of the land lying between the body of water abutting the subject property and the natural line of, vegetation, bluff, extreme high water line, or other apparent boundary lines separating the publicly used area from the upland private area. FUND COMMITMENT Commiement No.: C-2578724 Continued Page 5 Fund File Number 06-97-10162 18. The rights, if any, of the public to use as a public beach or recreation area any part of the land lying or formerly lying between the body of water abutting the subject property and the natural line of vegetation, bluff, extreme high- water line or other apparent boundary lines separating the publicly used area from the upland private area, as it may have existed prior to the construction, if any, of sea wall or bulkhead thereon. 19. This.policy does not insure any portion of the insured parcel lying waterward of the mean-high water line of Lake Worth. 20. This policy excludes from coverage the inalienable right of the public to use the navigable waters covering the lands. 21. This policy excludes from coverage the rights of the State of Florida and the United States to regulate the use of the navigable waters. ***** END OF DOCUMENT ***** .-: LEGAL I TION EXHIBIT nAil NORTHERN PARCEL ':,"-,' ':1 _:., c. 1118'=' p'.niee 0' tilt' folltJlflDl pared 11ia, V,et of the .,.a M.h .at.~ .ark .. the w.ter. 0' LI~ Ve~th. A . ,ueal. of. ~~4:.11la. tIS seedtllll U. T"bllhJ.p ,~ 'Guth. '--a,. ~3 b.t. Joy~tea "~e~.... f.'l. IUch ~~tr, ~~dU.. an. .tb, . tettl~ 'f tot. 11 IlJ'If 11 of sm' JlOllIt 'JI~ t. SlJltlI'ftl.tO".. M' Ue&~"e4 Ii ,tn '0..' 1 at r... 81. d tht ruff .le lu't'u of .atk ..14" ceufttr. rl"U.. ..U ,.tdl .d.Il. .are. ....~etd.*d'. ~.,tti"t4 .. f.41ewl. . . eo~'D~lttl at the' '!Gut~t.~ e~raer .1 ..id 'tetLoo t,. thtaea dut ta,_ Ca.eUllfd) Ilonl tit. 'feutlt !.!.be ei a:U .S.eHeta tI.~ . - dl,tlllc, of 811-; t2 le..~.'. ~~.I:le. "ottfi 1....it..~ '" OO~ ...~ ,pee. :'. 11.... of 'GO..OOf_.t bit of ..Ift. ,cr._Uti Kt',- ~~ ta., U'''~'.f-it.7''lp3.~.f V.,. ,Id.t~aj'."" . (Stat,'~"d 1d~'SJ.' i.it.t.~e. .1, 112.t' r~.~ ~. ~t tolat .r ..~~fo..t the ,.~~'l,'. 'e,~~t'io .'.e~l'.~. th..et ~'~OI. .ot~h t d'.~I.. ~,f 00. !nt. alGr2& aU .,.ia1Ul HM. . clhtatih ,f .n,." ',U. ~I\.at!.. f.u~" 12 ..tr... 13' OO.:t..~... dt.ttttee .f iJ.O ...,. ~h.~e.'R~~th" ~'It~.."'t 00. I'n .' ~1t"'1 . ,f 7f.53 het' tlllot" chi, 'Att. a clbutlet .! ".Jt t..t, thtee. au. South. a 4!tttDt. of 6O.t. ittti th.be..jovth'.~ Dllt... 00' oalt KI". . tltitaael .f 21.ft ,.,'. tbtllCI due.ll.t.. . l1it.ae. e' t. .t" '..t. .th'Dea Nb~~ eo '.are.. 00.' 00. ..~. a ii.tlbe. .f .t.' f..ta ,h.Dee Seuth .. ........ 00" 00. Int. a ..t'.c. of. 'b.O ,..tl the.e. 'e.~" ., darr.'.OO' OOw....t. . 4iltanea ., 44.0 'tctl tbeuea Iu. It...' a 4l.teae. .1 12'.1. f.,t I theae. 'out~ ,. d.ar... 41' 018 I..t, . d!.taae~ ef ".0 f..ta fh.~el ..,t, 'IJ '.~e. tel ,~. ...... ~ dl.taae. ..f 100.AI f.at, ~"'De. .'leuB. ~ '.~ii~" ~1.' ot" 1.1t. . 'a..Ub'..~' 1".0 .hul' ~".at!. fdQtl!a,U 4I.at... ,.' ,.if'lI'~. a UIuae..' 112.5.0 'uti ~h4D4;...Ko.t' 71 ,..ii,.... 4V" O~ I. iJif~, .'..f.l~~plU .f' U~~o '.f~.~i 'h~~.. "d~'t;l~' '~r~'. II' jt- .~~~,;. . .~:: :41.ij._" ftf l'." t.et' ,...tlsl. petat ~~ '''~'~t~.' .. ~". eOr1~""'~: .tJ\~ ':Mi'tth9."J thctse. J6u~htlUtHi,. at~. th~ ..r.~ .t~. CUlT a Il"~i"...' ~adt'iIf.!:i:I:: 4d.'" t.te. ed4. ~.!,~ti.n. ~&i..'~~ '7.f: f~,'l',."'..41" 01-. .. 11It~~c. "I ~t.' '1.~S.: :.I..~. tllll..ce.,...~ .f:.~'" . .ln~~. .,. ~.t~' '114.'. '., ~.. . ~~~ . d" . .""'I~' .i .. .~.~, . ,,,~~ft. t~. .... '!4.~h"'.' th...~~ '.'la'ru..uy.. *1.' ~.... 't'~ .t.._i.. tu""." "Wtl'd. . la<<., a" Its ~J" .1... .u. ~.l:...~!ll';:,,'~.. ~t:i~ ,~.~...,. Q.~~ :OO~..~.:4!.~~.ae. .i n.1t. t.~, ~. ."a ,.ttt...c _.f" '.~~~~r f.,~.~~.:Ua. ....1. .1I.,,,t+~.e~e~"." "......!t..,.~~~ '~.Ile. . tfoH".~'t~r1t...UI!. tA. It. .,. ..".' tltr.. f\Af.8. .. ".1;_.": 1~,.1' f..' , ~;'~':.d~~id.r~' ~ '.,,~. i.p~'. 09~ oct.,'. 'dl<<tdu., 4~"t.1:~."'J ,fa.e. ~(j.. .4.f'.....~ ~". ...... Jt.ft' te.' t.:.tlo .,.bit .e. ~..~. :~"'. eUha e~e~...:t...~tIa.:,~i~i!~I, t'~DH .f'.~~f;t(d, .d..~ .tf!~ 'Ir'..' ~t.... nn- ,,~tti* ,l.. f,UN~" in.l~ .~. ..~~dQ. _...., .ctf .U lI.it.... "0', Ou.. · ~~tIh~~ ft.' Ji;~~:.:,.~i.~. th,...f!tdt\"'.:~l.~".": ~~.~ft. ., ....n. ene... ... Ul.. Jftt1!hb't,.' '''e.... ....~''i~.f.'' ~_.' u. ....., .u ..,,~ taftta. . . .-41,..' .f '2_l~1' filf...a . ..atnt -at. .f 12 '1"'.. '0' 00., . cIllt... e', U .e.. '.~tVtA.~~. ... "..... " diit-.et, .t U4." !..t. H the 'ela' .r 'ejiDdlt, lifo....~ed.... ' AND ..... Page 1 of 3 LEGAL J TION EXHIBIT n An NORntIRN PARCEL (Cont.) A pared of lend lylnr In SectJon 11, Township U South, Ranc, C~ lut, Boynton St.eh, '11m Seleh County, rlcrld.,.and bernr a portion or Lot II, Sam Brown, Jr.', SubdIYlJr&n, II tteordtd In 'I.t.look I. '.r. II, 'ubU~ R.~ordl or P.llm Bueh County, Florida, ~.Id paretl belne more ,,,tleularl)' duetlbtd II follow,. . cornmtnl:ln, It thl louthwut corner ot raid S.~tlcn IS, th.net '~IJ' East (u,\lrntd) lIon, the South IIn, e' ..Id SleUon 15, . dbtanot tt 121.1' rut to the 'OINT 0' 8101~NINO 01 the pue.l to b, hutln duerlbtd, thtne. eontlnut dy~ Eut. , dltllnet or II'." fut, th.ne. North 1 S'lI'5tlt lut, a dIU.~e. of lU.U rut, th.n~. North 7'.41'01'1 Wut, . dls\.n~' or 125.0 tttt, thenee South 1"ll'S'" Wut, a dlJt.n~t or SI." fttt to tht point or curv.~ure ot a eurvI eonOIVI to tht Northwest, thtne. $o"thwtsterly a10nl the .tC 01 said curve hlvlnr , radius or 40.0 het and a eentral anrte 01 71'41'01". a dJst."et or S~.S4 teet, thenct due Wut, I dlstanct ot 11." 'te' to the point ot curvature of I curve eoneavt to the Northeast; lhenee Northwesterly 110nl the Ire or slId eurv. havln, . udluJ of 115.%' leet and a ctntral InrI. or 11'00'00".. dlstanct 01 11.1. r..t to the pofnt 01 reverse eurv.ture or. turv. eoneave to the Southwuh th.ence Northwesterly alone t"e arc or saId curve havlnr a radlu, of ISO.II tut and . central Inri. 01 11'00100". . distanee 0141.11 Ctet, thenee due WISt, . dlstane. 01 St.3! r'tt to the pornt of curvatur. 01 . curve Goneavl to the South.Ul, thenee Southwesterly lIon, the arc ot said ourve hlvlnr a rldlu, or 251.10 teet and I eentral anrle ot 12~O'OO". a dfstlnet or ,.~;:;J8.0 r..t 10 Ih. point 01 u"eue eurvature or . eurv' cOnelY'. to the Northwdt, thehc:t "'':::Sou'thwesterly alonr thi art or laid curve havl", a tadlu! or IU.to teet lhd . ee"t,allnc1e of 1',"0'00", I dbtlnee 01 '3.8t t..t, thene. due Wut, I dr!tane* ot 124.1S reet, thence South 1~1'OO" Wut. a dlJt.n~. of 112.4' leet to the 'OINT .OF BEGIN~INO .tor,descrlbed. . . . ISUBMElt.GED LAND PARCEL . . A parcel ot sublrtetred !!.!\d Iy!r.r In the wlters ot Lake Worth, In Section IS, Township 45 ~ut". Ranre 43 Eut, Palm Stach CO!Jnty, FlorIda, and ])'Inr Easterly or Lob 1', t 1. and 11. Sam Brown, Jr." Hypoluxo SubdIvisIon. accordlnr to the PItt thereot .s rtcord~d ,,, ,1lt Book 1 at rare '1 or the PUbllo J\'eeord. 61 'aIm Belch County, Flortda. SAid puee. ot Jubm.."td land ~rnr sp.~ltleaU, dese"bfd u folloWSI I · /. From the Southwut corner 01 JIJd Section 15. run due Eut. .Ion. the So~th 11". or sard Section 15, . dlJlInet ot 51'.25 feet to t,he Eut r1rht-ot-wIY Un. 01 U.S. "I,"way No. Ii thenee oontlnue due East aIonr slid Seetlon Un. and the South Un. or 'Jlld Lot II, . dlstlne. or '18.00 t.t' to the Mean H1rh Water LInt or Lake Worth and the PoInt or Ser'nnfn" thene. eonUnue due East, atonr Jlrd SteUon Un., I dl!tlnct of 33'.3C t..t Ie .the Sullchead. Jlnt 01 Ih, elly of 80)'nto." e..eh. as now '.'IU", and shown 0" . map l"tJUecf 8ultch'ad LInt City of Beynto" 8,.eh, Florid., September 1 'Sf Identltled bl th, Intorlptfon of J\-51..00', the"~e North 4tot'3S" IIJt, lIon, safd BuJ1chlad lrnt, . dIJU"et er " 521.31 r.,t to th, IntttueUon th,reot with t". EI.terlyextenJfo" or the North Un. or 1114 Lot 18, thence. North ..es,'OO. '''"t, . dl.l.nee 0' tst.tl ItU to lh. M.." H',,, W.t.r Lln" thtne, South 12~.'St"W'Jt. a10ft, uld Mean "'Ih Wattr LI"" a dlJtanel of 531.t. . r.., to 'h. Point or Itrlnnl"" L!$S "U land.. eontalned wlthfn thl 'tat of VIA tAOO. II reeotdcd In 'LI, Boole ~'. Pare 1358 PubJlo R,eord, of. '11m Bea..eh County. Florida. ' ... Page 2 of :3 Standard Exceptions The owner policy will be subject to the mortgage, if any, noted under item two of Section I of Schedule B hereof. All policies will be subject to the following exceptions: (1) taxes for the year of the effective date of this Commitment and taxes or special assessments which are not shown as existing liens by the public records; (2) rights or claims of parties in possession not shown by the public records; (3) encroachments, overlaps, boundary line disputes, and any other matters which would be disclosed by an accurate survey and inspection of the premises; (4) easements, or claims of easements, not shown by the public records; (5) any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records. Conditions and Stipulations 1. The term "mortgage," when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquires actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such know ledge to lHE FUND in writing, lHE FUND shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent 1HE FUND is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to lHE FUND, or if lHE FUND otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, THE FUND at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve lHE FUND from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. liability of THE FUND under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions, the Exclusions from Coverage and the Conditions and Stipulations of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. .' 4. Any action or actions or rights of action that the proposed Insured may have or may bring againstrnE FUND arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. LEGAL TION EXHIBIT nA" SOUTHERN PARCEL 1'be 1I1/2.ot that. pan of the .ortJ2 314.74 feet of GoveIT1lle.nt' Lot Z 1n Section ~, 'ro~hlp,' '45 South, J(ante 43 t.st, Jrtnv tut of the rlorida. 'asf. ~aa~ WI",}' light at way, ,txcutmc therefroll the A19ht of Way af u.s. lfi9hvay"o. 1, ~oqether ~tb all ripu1.an. rl~ht.5 appurt..nan~ thereto. , j ^l,,~~O.e~1::r1b.d a'l I Lots 1 tlU'ou~h 2e, 1nclus1p/e and th~ IU/2 ot Lot l' ot LAn; VIIl..AGE, a~ord1n1 to the Plat: th.no.t record.d ~ Plat !ook 21, paqf 18, ~lie Ree~rds of 'al. 8each county, rl~rida. . . '. r' AI! I' to~ether with a l'ucel of suhlaergtc! Und. in LaJct Werth in See~ion 22, TO\1DsMp 45 !our..h, lan;t 43 Ean., Palt. ~ad\ county, rlol'ida. ware ~n1eularly de~edbed u tal1ov.. ' ' , . '":/,,,..,lM1ng at tlte poln~ of ineersec:uon of the Jlorth.l1ne of !..A.ICI V1tLM! with tAt h!,h _tar lint on dle ""rterly shore of LaJte llorth according to th, Pl.~ of ,aid LNCE ' YIIJ.AGE, teeGrdect in 'l~t 80ak 21, Pit. 18, Publl~ leeord, of PSI,' !eadl CoUnty. : FlOrida, Aid point h.1nt Sovth e, dec;rlts, 2S IUnutes Ie ~~eon4s East, a distanct of ',1,125' le.~ froa the '.s~'rly ti9ht of vay Une of Stat.. load"Po. ~ (U.S. Hi,hvay Mo. 1J a,;co(din, ~ said Plat. of LAK!:. vn.uct: tb~ce South t7 d~9re~s', .5 ainu~t.s, . seeonds West. along said hIgh -v.t~r line, a di~c. of 151.1~ fett to . paint in l 11~~ 151.31 tee,t. south. of and parallel to tl't~ !fo~ line of s.id LNcZ vtUAG2:: tb~~e !OlJtl1 e, deft..., 25 ainu~s, 80 s~ond. t.s~, alon9 .aid parallel line, a distane. of 325.' f.et, lIeft or le.!s, to a ~1I\t. in the City 01 8oYnton hach 8ulkhe.d tin., e~11she. by Or.1n~~. Mo. :", ~aYesb4r 1t, l'~C. 'ttd point b~!n9 1ft th. Aze of ~ eurvt coneav. ~ the Cast Jlavin~ I ndius of t, 132." t..t end . cent.ral an,I. 6f .5 de,ree., 13", .Jls.nutes, 32 .e~onb; thenee Northerly and )lortheattel'ly Alon, th. ~ of said eur.r. a . d!sunee of 15'7.' 41' .feet 'to a po1ftt in the tasterly project-Son of the Mortll It:ne of said t..UE YIU.AGEJ . thence ,"orUI ., deg'%.es, 2' *,lnu~.s.' till s~eonds "~S1:., alon9 ~al' r..t.erly proj.e~1on of the Jorth line of said tAtE ~, . d1.eanee ot 311_1 fe.~, eor. or 1..., to ~ toift~ of .efinnin~. " Page 3 of 3 LOT 25 LOT 26 PLAT OF LAKE/VILLAGE PLAT BOOK 121, PAGE 18 1 , S' s' LOT 33, LOT 32 I I I 30 I 15 o 30 I GRAPHIC SCALE IN FEET SCALE: 1"= 30' LOT 52 I~ 10' UTILITY EASEMENT " I;> PER O.R,B. 1415, PG. I , 5' s./ I / LOT 53 I , , , o o 102 N UNDEDICATED ') ROMJWAY / , I SOUTH LINE PLAT Of LAKE VILLAGE PLAT BOOK 21. PAGE 18 LEGAL DESCRIPTION: The West 5 feet of Lot 32, and the West 5 feet of Lot 53, and the East 5 feet of Lot 33, and the East 5 feet of Lot 52, together with 10 foot area of undedicated roadway lying five feet on either side of the Southerly extension of the East line of Lot 33, as recorded in Official Record Book 1415, Page 102, Public Records of Palm Beach County, Florida, all located in LAKE VILLAGE, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida recorded in Plat Book 21, Page 18, public records of Palm Beach County, Florida. SURVEYOR'S NOTES: 1. THIS DRAWING IS NOT A SURVEY. 2. NO SEARCH OF THE PUBLIC RECORDS HAS AB B REV I AT ION S : P.O.B. . POINT OF BEGINNING P.O.C.. POINT OF COMMENCEMENT a.R.B. . OFFICIAL RECORD BOOK 3 THE DESCRIPTION SKETCH AND THE DESCRIPTION TEXT COMPRISE TH COMPLETE LEGAL DESCRIPTION. THE LEGAL DESCRIPTION IS NOT V ALl UNLESS BOTH ACCOMPANY EACH OTHER. BEEN MADE BY THIS OFFICE. RECET'lE AUG 5 1998 4. THIS L.EGAL DESCRIPTION IS NOT VALID WITHOUT THE SIGNATURE AN Bl1E OF A FLORIDA LICENSED SURVEYOR AND MAPP G LAND SURVEYING, INC. 29, 1998 D A \/ID C. UDB'*G - PROF ESSIO~ SURVEYOR AND MAPPER FLORIDA CERTIFICATE NO. 3613 // DECSRIPTION & SKETCH PREP ARED FOR: OLEN RESIDENTIAL REALTY CORPORATION ~ LJDBERG LAND ~ SURVEYING INC. LB4431 675 West Indiantown Road, SUITE 200. Jupiter. Florida 33458 TEL. 561-746-8454 FLD. JOB 98-040(303) DArE 07/29/98 REF. A98-o40Arms) FB. PG. OFF. L.J.C. CKD. D.CL DWG. A98-040 SHEET OF / / -- MEAN HIGH WATER LINE S13018'59"W Of LAKE WORTH PER DEED 10.28' - LO co LOT 3 Z \.~ . 0) CO 60 30 0 60 ....-l I I I I --- -- ~ GRAPHIC SCALE IN FEET - - SCALE: 1" = 60' LO ~ LOT 4 - 0) LO 0 0) w ------ SOoo 00'15"E CO ~ -- Z --J 20.00' ..I > w ~ -l N890 59' 45"E w LOT 5 z ::; 30.00' J: .... ll:: z-_ ) --- NOOo 00'15"W 20.00' - l:'- ....-l LOT 6 (7) CO ....-l ....-l CO ....-l --- -- ~ CO SOUTH 10' ~0 Cf) ~ SAM BROWN JRS 0< ~Z0 SUBDIVISION <~ LOT 7 .....:l~ ~O< ~ .....:l....-l ......-t~ : ......-tC\1 CO Z~ Cf) ~ - LO :> ....-l ......-t....-l LO ~:> ~-- ~ LO --. ~O......-t~ - ~O 0) O~~O ~ LO ~O .....:l~~O 0) 0 <f:O :::>~ (7) 0) LOT 8 .....:l~ ~Cf) CO Cf) < < ~ ~ .....:l Cf) < : --- ~ .....:l LO -. ~ ~ - '0) LO LOT 9 0 0) CO Z --- -- LOT 10 --- -- ABBREVIATIONS: P.O.B. . POINT OF BEGINNING P.O.C.. POINT OF COMMENCEMENT O.R.B. . OFFICIAL RECORD BOOK N070 36' 49"E 10.09' ~ LIDBEAG LAND ~ SURVEYING INC. LB4431 675 West Indiontown Rood. SUITE 200. Jupiter. Florida 33458 TEL. 561-746-8454 FLD. OFF. L.J.C. CKD. D.C .L. JOB 98-040r 303) DATE 07/29/98 REF. A98-G40C(ms) FB. PG. DWG. A98-040C SHEET OF 2 2 LEGAL DESCRIPTION: A portion of a parcel of land lying along the South line of Lot 18, SAM BROWN JR,'S SUBDIVISION, a subdivision of the City of Boynton Beach, Florida, according to the plat thereof on file in the office of the Clerk of the Circuit Court in and for Palm Beach County, Florida, recorded in Plat Book 1, Page 81, Public Records of Palm Beach County, Florida, being more particularly described as follows: Commencing at the northwest corner of Lot 11, LAKE VILLAGE. according to the plat thereof on file in the office of the Clerk of the Circuit Court in and for Palm Beach County, recorded in Plat Book 21, Page 18; thence North 89059'45" East, along North line of said plot, a distance of 49.16 feet to the POINT OF BEGINNING of said portion: thence departing said North line North 07036'49" East, a distance of 10.09 feet; thence North 89059'45" East, 0 distan'ce of 394.55 feet; thence North 00000'15" West, 0 distance of 20.00 feet, thence North 89059'45" East, a distance of 30.00 feet; thence South 00000'15" East, a distance of 20.00 feet; thence North 89059'45" East, to a point on the mean high water line of Lake Worth, 0 distance of 189.65 feet; thence South 13018'59" West, along said mean high water line, 0 distance of 10.28 feet to 0 point on the North line of said plat of LAKE VILLAGE; thence South 89059'45" West along said North plot line. a distance of 613.17 feet to the POINT OF BEGINNING. SURVEYOR'S NOTES: 1. THIS DRAWING IS NOT A SURVEY. 2. NO SEARCH OF THE PUBLIC RECORDS HAS BEEN MADE BY THIS OFFICE. 3 THE DESCRIPTION SKETCH AND THE DESCRIPTION TEXT COMPRISE THE COMPLETE LEGAL DESCRIPTION. THE LEGAL DESCRIPTION IS NOT VALID UNLESS BOTH ACCOMPANY EACH OTHER. 4. THIS LEGAL DESCRIPTION IS NOT VALID WITHOUT THE SIGNATU ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND E~JiPLO,(ED BY LiDBE G LAND SURVEYING, INC. 29, 1998 J\'1ID C. LIDS PROFESSIO FLORID~ ~ LIDBERG LAND ~ SURVEYING INC. LB4431 675 West Indiontown Rood, SUITE 200. Jupiter. Florida 33458 TEL. 561-746-8454 G SURVEYOR AND MAPPER 'RTIFICATE NO. 3613 FLO. JOB FB. PG. 98-040(303) OFF. DATE OWG. L.J.C. 07/29/98 A98-04OC CKO. REF. SHEET OF D.CL A98-G4OC(ms) / 2 \ \ \ ~> \ \ .. ~': \ , .' 1'. -- - - - - ---\ . !',~ \ \1: ..:.. \ \ . : .' I.',. \ ... }... 10 to .Q<I\ -:; \ '" \ \ .. .., <Q \:.J 138~9' Q '" o (;) .. ~ VI -.l & ~ lJ' 0> o "! ,.; "" (,0 (~ (j'l. \ o \ ~ \ -p---_. - \ \ \ \ \ \ \ \ L--- \ ~ \ r \ VI~r \ r'I 1JI ';po .... ..-r4 \ ~0t)j,r. .. Ots1 \ ~ 0 \----~~ \ (\)~ \ ~';? \ ~O \ ~ Ots1 \ \ 1JI o p ~ ; o "! 6_ _ _ __ ._j'~ ~ 0<:0 i \~ ~ f'\ ,.....,O! ~.....O! ~""~ ~~ ~ ~~~ 1."'8 ... . .... ~ ... "- CD ,0 o~ ~ "!~ '" 1.%.---- ':1: \ \ ~ -_..-- .....-, C..1 vi \~ \ \ \ \ '.1' 1"'>- 0'- ... "" ~ '!'" ~ 1. 1JI VI L...! N ... 're << - V- II! <'! P ~ 1JI -"" ~ en '1J (n -----, \ \ \ \ \ \ - - - - - --\ \ \ \ \ \ - - -- - -- .-\ \ \ N o N .... '~I N l-J VI o /:'\ .. tJq ;. ~ j v ... ... VI .... \" \ \ \ \ \ \ - -lI)....--- \ ~'f,. \ -r...'fi. :I:l \ '" \ \ \ ~ I.) .1 .... .-. ~ ... :t ~:t 1;)-'" 0.... o .. ..... a> Iv (j'l t J ...l ., o c 5 ~ ;" is '" ,.. o. '" (I) .... u) \ .... . J;:O \:.. ,,,~'i ;.0 ~cn \ Olt~.. ~~~';.. "'... i :('\ \","'0 ~~~ .%:0 112 ~ 112 ~; .. V" '" .. 0~ ; <9Q'1 ~ ~ co ~% lDV" CD <go ~ 00 <-" -.\ ~6 ~ ~~~~ tJ'l ()' ;!~ ~~ B~ {0 0 S 6 "'t.t." :~I ~ ~,l . r ,- 1 ~. r 10120m 10l21m 10r.:tn I OI"..Jff7 101"..11."97 REAL EST A TE PURCH;""SE AND SAL~ CONTRACT . ; f!> ~ ~ . (Via Lago Property) 't9"'~ l!>L...yw tJ... (,.)&).11>'( .!'.B~ THIS REAL EST ATE PURCHA.SE AND SALF~TRACT ("Contract") is entered into l byandberween K.W. BROWN .INVESTM~NTS, INC.~;-~:.-FEDERAL HWY, BOCA RATON, FL. (hereinafter referred to as "Seller") and Glen Residential Realty Corp., a: Nevada Corporation, of 1062 Coral Ridge Drive, Coral Springs, Florida 33071 (hereinafter referred to as "Purchaser"). ARTICLE 1 AGREEMENT OF PURCHASE AND SALE Upon the terms and conditions hereinafter stated, Seller, in consideration of the payment by ~urchase( of the Purchase Price (as hereinafter defined), hereby sells and agrees to convey the Property (as hereinafter defined) to Purchaser, and Purchaser, in consideration of the performance and agreements qf Seller herein contained, in reliance upon the warranties and representations of the Seller herein contained, and subject to the conditions. precedent herein contained, hereby.pUrchases .: . and agrees to take the Property and all other improvements, if any, thereon from Seller. ARTICLE 2 DEFINED TERMS As used herein, the following terms shall ~a'ye the.IT.1eanings respectively indicated (a) "Affiliate" means any other person, corporation, partnership or other legal or contractual entity of Purc~aser, or of Seller (as applicable), which Purchaser, or Se-ller (as applicable), directly or indirtctly controls, or is controlled by, or is under common control v,ith the Purchaser, or Seller (as applicable). (b) "Closing" means the consummation of the purchase and sale of the Property by the Purchaser from the Seller in accord~ce vvith the terms and provisions nereof. (c) "Closing Date" means the later of: (x) the date that is ten (10) days after the Seller satisfies its obligations for Closing set forth in this Contract, (y) the date that all conditions to Purchaser's obligations_to close. hereunder have been sa~sfied ~ p:ovided in this <;ontrac~, and (z) the date that is thirty (30) days after the date that PurChaser receives all requirec\ Governmental Approval provided in Miele 7. Seller shall provide Purchaser vvith not less than ten (10) days prior wTinen notice of the actual Closing Date. (d) "Contract" means this Real Estate PurchaSe and Sale Contract by and between Seller and Purchaser. (e) "Deposit(s)" means collectively the Initial Eamest Money Deposit, the Second Earnest Money Deposit and the T11ird.Earnest Mof\ey Deposit provided,in Miele .~ and'.elsewhere in this Contract. -', ~ . 1 (f) "Effective Date" means that date on which the last of either the Purchaser or the Seller J (} executed this Contract. ~'-f ~i . (g) "Escrow Agent" means the Jaw firm of ~iatals."'t\... ~'" ," .Jt' +S~,J C,.,..U'~ ., (h) "Governmental Approvals" means the permits and approvals set forth and/or referenced in Article 7 of this Contract. SEVENTY -(1) "Inspection Period" means that certain FIVE ,(7.5~ay period after the Effective Date during which Purchaser may inspect the PropertY as provided in Section 7.1. G) "Permitted Exceptions" means those exceptions or conditions to Seller's title to the Property which do not render such title uninsurable or unmarketable pursuant to Section 4.1 hereof. (k) "Permitted Use" means the construction and development of not less than . (50) Fifty , residential dwelling units and ancillary facilities on the Property. (1) "Property" means that certain land described on Exhibit "A" ("Land") (subject to verification by s~ey pur~uant to Section 4.1 hereinbelow) attached hereto and incorporated herein, together with any and all singular rights pertaining to such Land including, but not limited to, all building improvements and structures located on the Land, if any, and without limitation, any rights, title, and interes\ of Seller in and to any adjacent roads, al1~ys, rights-of-way, easements, riparian rights, or other a~punenances benefining the Land. The legal description of the Land is subject to confirmation by the Surveyor. .. (m) "Purchaser" shall be the parry(s) set forth in the Preamble as Purchaser and its permined assignees and designees pursuant to Section 14. 12hereof. (n) "P)-ITchasePrice" means the total consideration to be paid by Purchaser to Seller for the pufj:;hase of th~ Prope'rty as determined pursuant to Article 3 hereof. .., _._---_._-_._~._-~_.._.~_._.-~~._--- (0) "Regulation" means any statute, regulation, decree, code, ordinance, rule or bw of any city, county, sute or federal government or govemmentJI agency" (p) "Sdler" shall be the party(s) set forth in the Pre::unble J.S Seller. \ (q) "Survey': meaJ::s the survey of the Property prepared by the Surveyor in accordance t with the tenns and provisions of Section 4.l(b) he:-eof.. (r) "Surveyor" means a Registered Public Surveyor or a Registered Professional Engineer duly and currently licens~d by the appropriate authorities of the State in which the Properry is situated, and approved by Purchaser and the Title Agent. )It( j~ (s) "Title Agent" means the law firm of 'P1_~./rr::/tlS'GAI ,HV!f/lfX,Jf. Il'FJt '/f;) ~ SLoAN, rHRII~1'b " . vJ 11. (tr "Title Commitment" means the O\.VTIer's Title Commitment issued by 1t7'1"Dlt..~-'r'~,,~ T1- t;:' m.$, ':V/tJD." """" ytJ1 in accord2.D.ce with the terms and provisions of Section 4.1 hereof. (u) "Title Policy" means the "O"W'TIer's Title Policy" issued by' fiTI F ,~ 0"" in accordance vvith the terms and provisions of Section 4.1 hereof. (v) "Undervmter" means ATTORNEYS' TIRE INSURANCE FUND, INe. ARTICLE 3 PURCHASE PRlCE ~ 3.1 o'PUi-c~~e Price. o T'1e Purchase Price to be paid by Purchaser to Seller for the Prope+ shall - be FIVE HUNDERD NINETY THOUSAND ($599,000) based upon an approximate Five (5) acre=sitewith Fifty (50) residential dwelling units approved by the City of Boynton Beach in accordance with the final Planned Unit Development (PUD) master plan approved for the Property. The Purcf1ase Price is based upon the " assumption that the Property vviIl receive all required Governmental Approva1s for not less than 50 residential dwelling unitS. If the fmal Governmental Approvals impose any condition or limitation such that the Purchaser is practically prevented from developing SO residential dwelling units on the Property, 11", I'wd.l<l.)c;. Y.;\..~ ",1."':! 8~ feSH0ltQ s::!he 311m of E.....EvEU IlIotJ3)ilB EI<;ilT .; __ J..1. ::: ur;'t~ .h..,,. U'" Q;t~r...r &.ot '-t"'t-'!UY,"-}.J. [Ul, UL l",.~lilUL Dc dc:yc;lu~d Ull, d.l~ f~v}-l.:....1?) Q[J a ~':''''H'c.~rU~n,...o '"'frbe ~ c .-J . . ill 'I' . , ,. l~ . , . .,. t... 11 1 'C' _~"'r~~~Rt--:- rq)!-'lUYdl",. l'tUL",[..Jt~~du.o L.", .U''''6VIU6, Lu.~ l-'u",~ ~djI13~eflt S..a.. flot J!3FJJ:" h:.. ~ PurchaseVurulaterally eIectJ to develop less than 50 residential dwelling units on the Prope:7';;;' ~ 3 ~ 6J,-r'HocJT 1/'N"r <<E='P I)C TloN I J.J -rift:: PC) It C HilS &:' P/ZJ C t;: 0 Ie pv ~ tH $ ~IZ ~) Il 't ,f!:;/i" IIIIIT(!: "f (A/tf (~L 1H, S C()N -r 1?19r!r AA D ie:r.1t!N<Y 11 ~fj:FtJN 0 D~ ITS t)E='OSiT~) PLUS RN'1 INTt?>'tE$T. ess than FIFTY (50) have the right to pay ~ ~ less such AlJprovals. Further, in the event the Govemmental Approvals residential dwelling unit.s for the P ,urch3..Ser shall FIVE HUNDRED NINTY THOU .000) - e acrual number of residential dv,;e!ling units less than FIFTY onsequence o. , \ " (50) 'l1 , \ " .., 7 .J._ Earnest Monev Deposits. (a) Initial Earnest Monev DeDosit. Upon Purchaser's execution and submittal of this Contract, Purchaser shall deposit the sum of $25.000. ("Initial Earnest Money Deposit") with Escrow Agent to be placed into an interest-bearing account \lrith a federally insured institution. The Initial Earnest Money Deposit shall be applied to the cash portion of the Purchase Price at the Closing, with all accrued interest being credited to the Purchaser. In all other events, the Initial Earnes~ Money Deposit shall be disbursed as herein provided. Purchaser's federal tax identification number is . Tne Initial Earnest Money Deposit shall be fully refundable to Purchaser until the end of the Inspection Period as provided in Section 7.1 hereof. (b) Second Earnest Monev Deoosit. Upon Purchaser's approval of all matters provided in Section 7.1 of this Contract within the Inspection Period, Purchaser shall, within three (3) Business Days after the end of the Inspection Period, deposit the slim' of' $25.000 ("Second Eamest Money Deposit") with Escrow Agent to be placed into an interest-bearing escrow account. The Second Earnest Money Deposit shall be disbursed in the exact same manner as th~ Initial Earnest Money Deposit provided in subparagraph (a) above. " (c) -"Tnird EarneSt Monev DeDosit. Upon Purchaser's requeSt fora.i:iCi -Sellef's approval of an additional sixty (60) day period to obtain the Governmental Approvals as provided for in Section 7.4, Purchaser shall, within three (3) Business Days after such additionfli time period approval by Seller, deposit the swn of$25. oOq"TIllrd Earnest Money Deposit") vrithEscrow Agent to be placed into an interest-bearing escrow account. The Tnird Ea.rnest Money Deposit shall be disbursed in the exact same manner as the Earnest Money Deposits provided in sub-paragr-aphs (a) and (b) above. 3.3 Pavrnent of Purchase Price at Closing. Purchaser-shall deposit the swn of FIVE HUNDRED THOUSA.J.'ID ($500,000) . by 1,1/ire tr:msfer to Escrow Agent on the Closing Date subject to other closing costs, adjustments or prorations that may hereinfu"'1er be provided to be disbursed by Escrow Agent as hereinafter provided. 4 i' ARTICLE 4 CONDITION OF TITLE 4.1 Condition of Title. (a) Seller represents and warrants that it O'vl.TIS good. insurable and marketable fee simple ,title ~o the Property. Seller shall not, at an~ ti~e after \he E'tTective Date. convey\the ~roperty or 'any portion thereof or place or permit any Title Exceptions to affect the Property unless the prior vmnen approval of Purchaser has been obtained. Seller agrees to give copies of any prior title insurance commitments or policies it possesses, or the pro forma Title Commitment provided for in (b)(i) below, together with hard copies of all documents referenced therein, to Purchaser within thiny (30) . days after the Effective Date hereof. (b) Seller at its cost shall procure and deliver to Purchaser within thirty (30) days after the Effective Date the materials set forth in (i) hereinbelow: (i) A pro forma title commitment (collectively, the Title Commitment") issued by the pnderwriter together with transmittal of legible hard copies of all Schedule B Exceptions. The Title Commitment shall set forth the state of title to the Property, together with all exceptions or conditions to such title, including but not limited to all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Property which would appear in an owner's title policy, if issued. The pro forma Title Commitm.ent shall contain the express commitment of the Underwriter to issue the Title Policy on currently approved AL T A form B ()I;mer's Marketability Policy Forms (the "Title Policy") insuring Purchaser's interest in the Property. The original signed Title Commitment shall be issued with five (5) days after the expiration of the Inspection Period and shall be identical in all respects to the pro-forma Title Commitment, subject to the title oJjections made by Purchaser as set forth below. " (c) Purchaser at its cost shall procure and deliver to Seller ""itbinSIXTY (6~:Bays after. the Effective Date the material set forth in (i) hereinbelow. (i) ~ current survey ("Survey") of the Property .showing the legal description., the site area, the exact location of any encroachments, easements, area of rights-of-way, and all other maners pertaining to the Property which are normally shoVvTI on detailed topographical and boundary surveys, and othernrise prepared in accordance with the minimum technical standards containe'd in Chapter 61 G 17 -6, Florida Administrative Code and the minimum. standard detail requirements .adopted by the American Land Title Association for urban surveys (including any of the Table A requirements designated by Purchaser), which survey shall be prepared by a registered surveyor in the State of Florida approved by Purchaser and shall be certified to Purchaser, to the Title Insurance Company, to the Title Agent and to Purchaser's lender, if any. 5 " , (d) The expiration of the Inspection Period pursuant to Section 7.1 hereof shall be extended for one day for each day that the Seller does not timely deliver to Purchaser the pro forma Title Commitment as provided above. (e) Purchaser shall notify Seller and Title Agent of any exceptions contained in the Title Commitment and the Survey to. which Purchaser objects within thiny (30~ days afte~ Purchaser's receipt of th~ last to be' received of'the Survey ~r Title Commitment. : En~roachrnen'ts and bther adverse matters shown on the Survey shall be considered title defects. Any such exceptions contained in the Title Commitment or Survey not timely objected to shall be hereafter referred to as the Permitted Exceptions and Purchaser shall be deemed to have waived the right to object to such title exceptions. Seller shall have ninety (90) days with respect to the Property after the receipt.of such notice to cure, using all reasonable efforts and due diligence, any such objectionable exceptions, provided Seller shall neither be obligated to spend more than $5,000.00 cumulatively (except that such limitation shall not apply to mongage, liens, judgments, or similar defects or encumbrances on title that may be satisfied or released by the payment of money) nor to institute any litigation to remove, discharge or correct such title defect. If Seller does not cure the title defect(s) within such ninety (90) day period; Purchaser will have the option, to be exercised within five (5) days follo\lring the expir-ation of such period, to: (i) give Seller such additional time to do so as Seller may request, (ii) waive Purchaser's objections and/or requirements, or (iii) terminate this .Contract without further liability to either party, in which event the Deposits and all interest thereof shall be returned to the Purchaser. In the event Purchaser fails to make an affirmative election, Purchaser shall be. deemed to have elected option (iii). In the event that the parties proceed in 'connection with the' curing by Seller of any title defects, then in such case the Closing Date herein shall be extended for a reasonable time period mutually agreed upon by Purchaser and Seller:"-' .-- -- -- -..-.--.-. - (f) The Title Policy shall be issued in the amount of the Purchase Price and shall insure fee simple title to the Property in Purchaser as well as the marketability of sach title. All of the standard pre-printed Title Exceptions shall be deleted from the Title Policy by the Title Agent upon its receipt of affidavits and a certified Survey satisfactory in form and substance to-the' Title Agent. Seller shall execute all necessary and appropriate docwnents and affidavits at closing as required by the Title Agent and Purchaser to delete the standard exceptions for liens and parties in possession and to provid~ "gap" coverage, and shall pay all insurance premiums for the Title Policy in the amount of the Purchase Price, as well as any and all other costs associated with the procurement and delivery of the title commitment and policy, shall be paid for by the Seller. " (g) In the event Purchaser requests a lender's title insurance- policy to be issued, together with lender-required title endorsements at the ti....ne of Closing, such title policy shall be provided by the Underwriter and Title Agent at the simultaneous issue rate not to exceed $250.00 with all such endorsement costs and expenses to be paid by Purchaser. 6 ARTICLE 5 REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER 5.1 Representations and Warranties of Seller. , \ it , . , ., 1 F or'the pur.pose 1?f inducing' }\urchaser to enter lnto. this ~ontract anti to consUIT1.IDate the1 sale and purchase of the Property, Seller represents and warrants to Purchaser the following, as of the date of this Contact or as of the Closing Date, except where specific reference is made to another date or dates, in which case such date or dates will apply hereunder: (a) As of the Closing Date, Seller will have and will convey to Purchaser good, insurable and marketable fee simple title to the Property, free and clear of all conditions, exceptions, or reservations, except the Permitted Exceptions. (b) There are no adverse or other parties in possession of the Property, or any part thereof. No party has b~en granted an license, lease, or other right relating to the use or possession of the .Property or any part thereof except as provided in Section 13. (c) To the best of Seller's knowledge the~e is no condition existing with respect to the Property, or any part thereof, which violates any regulations relating to zoning and land use of the Property. Seller has not received written notice from any governmental or quasi governmental agency requiring the correction of any condition \Vith respect to the Property, or any part thereof, by reason of a violation of any regulation or othenvise. Seller has not received notice of and has no other knowledge or information of any pending or contemplated condemnation action with respect to the Property or any part thereof. i (d) To the best of Seller's knowledge no fact or condition exists which would result in the termination of the current access to the Property from U.S. Highway No. 1. " (e) Seller has not received actual and/or written notice of any pending or contemplated change in any private restriction applicable to the Property, or any pending ct threatened judicial or administrative action, of any action pending or threatened by adjacent 1andoVmers or other persons, any of which would result in any material change in the condition of the Property, or any part thereof, or in any way prevent residential construction on the Property, except as provided for in Section 13. (f) Except for debts, liabilities, and obligations for which provision is herein made for proration or other adjusunent at Closing, there \Vill be no debts, liabilities or obligations of Seller with respect to the Property other than as provided in Section 13 (whether known, unkno'VVTl, accrued, absolute, contingent or othei-vv1se) outstandirig as oftbe Closing Date which wo\1ld interfere with or prevent Seller's ability to close the subject 'transactio~ pursuant to the terms and provisions of this Contract. 7 . , , , \ " (g) The execution and delivery of this Contract, the consummation of the transaction herein contemplated, and the compliance vvith the terms of this Contract will not conflict with, or with or without notice or the passage of time, or both, result in a breach of, any of the terms or provisions of, or constitute a default under any indenture, mortgage, loan agreement, or instrument to wru~h Seller i? a party 0\ by y;hich Seller or Se!.ler'~ P~oP~rr: is bo~d, and applicablr, r~gulation, or any Judgment; order or d'egre~ of any court havmg Junsdlctlon over' Seller or the Property,' except as provided in Section 13. , \ " (h) There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws contemplated by or pending or threatened against Seller or the Property, except as provided in Section 13. (i) Seller shall have at the date of Closing, the full right, power, and authority to sell and convey ~e Property to Purchaser as provided in this Contract and to carry out Seller's obligations hereunder. All requisite trustee, partnership or corporate actions necessary to authorize the Seller to entet-into this Contract and to perform its obligations hereunder have been taken. The joinder of no person or entity other than Seller will be necessary to convey the Property fully and completely to Purchaser at Closing except as provided in Section 13. G) Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. At the Closing, Purchaser will have no duty to collect withholding taxes for Seller pursuant to the Foreign Investors Real Property Tax Act of 1980, as amended. (k) The covenants, agreements and representations and warranties contained in this Section 5.1 shall survive the Closing. " 5.2 Representations and Warranties Against Hazardous Waste Material of the Land. (a) Seller represents and warrants that to the best of its kn9wledge there are ner and have never been any hazardous wastes on the Property. Seller shall provi~ Purchaser with true, correct and complete copies of all environmental reports in Seller's possession, if any, relating to the Property within thirty (30) days after the Effective Date. (b) If a hazardous waste condition is discovered on the Property prior to Closing, Seller, regardiess of whether or not it knew of such condition may either elect to remove or otherwise remedy such condition, at its sole expense and pay for such remediation prior to closing, or, elect not to cure to otherwise remedy such condition, within its sole discretion, in which case Purchaser may either; (i) terminate this Contract with immediate return of its Deposit together with all accrued iilterest thereon, or (ii) w<ijve its rights concerning \his Section and proceed to Closing in which ., . event it shall take the Property subject to the hazardous waste condition and be responsible for its 8 remedy at its sole cost, and Seller shall have no further responsibility or liability with respect to said hazardous waste condition. (c) Seller shall indemnify, defend and hold Purchaser harmless from and against any and all claims, demands, liabilities, damages, suits, actions, judgments, fines, penalties, loss, costs and expense (including without limit.q.tion, an~meys' /ee~), arising or resultin~ from, or, suffered, . sustained or incw\-ed by Purchas6r (direct. 'pr ind~ect) of the truth or: inacqrracy of any of the foregoing matters represented and warranted by Seller to Purchaser, or a breach of any of the foregoing covenants and warranties of Seller, which indemnity shall specifically survive the ClosiJ1g hereunder. 5.3 Additional Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser as follows: , (a) On or before the Closing Date, Seller will furnish to Purchaser all information necessary to compute the prorations described in Section 9.3 hereof. (b) From the date the Contract is fully executed until the Closing Date or earlier termination of this Contract, Seller shall: (i) Advise Purcnaser promptly of any litigation, arbitration, or administrative hearing before any governmental agency concerning or affecting the Property or assets which are instituted or threatened after the date hereof. (ii) Not take, or omit to take, any action that would have the effect of violating any of the representations, warranties, covenants, or agreements of Seller containd in this Contract. " (iii) Not sell, assign, or convey any right, title, or interest whatsoever in or to the Property or existing improvements thereon, or create or permit to exist any lien, encumbrance, or charge thereof which would prevent Seller from complying with the terms of this COIltraCt. I . (c) Seller at its sole costs shall arrange for the removal of all Seller's personal property, if any, presently located on the Property within fifteen (15) days prior to the date of Closing unless Purchaser and Seller mutually agree in writing for the provision of additional time for Seller's removal of personal property, if any. 5.4 Condition of PropertV. Purchaser hereby acknowledges and agrees that Purchaser is purchasing the Propeny, the improvements t1\ereon and any personalty therein, ifany, in an "AS IS" cOndition as of the Effective Date and as of the Date of Closing without reliance upon any representations, warranties, co~enants or inducements of any kind, express or implied, by Seller except as set forth in this Section 5. No 9 representation, warranty, covenant or inducement of any kind has been made by Seller which has been relied upon by Purchaser as to any aspects of the. Property for Purchaser's permitted use or any other use whatsoever except as set forth in Section 5. ARTICLE 6 REPRESENTATIONS AND W ARR~NTIES OF PURCHASER \ ! i \', '\' ~. ~ ..~., , 6.1 Representations, Warranties, and Disclosures of Purchaser. Purchaser represents and warrants, covenants and agrees with Seller that, as of the date this Contract is fully executed and as of the Closing Date(s), Purchaser has and will have the full right, power, and authority to purchase the Property from Seller as provided in this Contract and to carry out its obligations hereunder, and all required corporate action necessary to authorize Purchaser to enter into this Contract and to carry out its obligations hereunder has been or upon the C1osing(s) will have been taken. " ARTICLE 7 CONDITIONS PRECEDENT TO PURCHASER'S PERFORMANCE Purchaser's obligations under this Contract are subject to and conditioned upon the matters set forth in this Article 7. 7.1 Inspection Period and Inspection Rights. Purchaser shall have the right at its expense to make such inspections of the Property and investigations as to matters related thereto, including but not limited to the survey of the Property, soil tests, environmental studies and audits, availability of utilities, drainage, off-site roac;iway traffic capacity, concurrency availability, land use and zoning approvals, development agreements, Interlo-cal agreements and other such matters as Purchaser may deem necessary within its sole discretion. Seller shall also advise Purchaser during this time of any latent defects or characteristics of the property of which it has knowledge. Purchaser shall have the right in its sole discretion and for arf reason to terminate this Contract and receive a full refund of its Deposit(s) with accrual interest if on or before the expiration of the Inspection Period, it notifies Seller in writing that it is terminating this Contract. A copy of such notice of termination shall be furnished to Escrow Agent who shall immediately refund the Deposit plus all accrued interest to Purchaser. In the event that Purchaser does not furnish such VlIitten notice to Seller on or befor-e the 5:00 pm on the last day of the Inspection Period its right to cancel this Contract as provided in this Section 7.1 shall tenninate at 5 :00 pm on the last day of the Inspection Period. However, nothing contained in this Section 7.1 shall be construed to effect Purchaser's right to terminate this Contract at any time in accordance with other provisions of this Contract. Upon expiration of the Inspection Period, Purchaser's Deposit(s} are non-refundable except as provided in Section 7 .2~: \ . .' I " 10 Purchaser shall have the right to choose inspection agencies, inspection personnel and the like 'Nithin its sole discretion during the Inspection Period, Not\vithstanding the foregoing, should Purchaser either waive its rights concerning this Sec:jon, or proceed subsequent to the expiration of the Inspection Period above, then in such case Purchaser shall identify in miting all of Purchaser's consultants who will enter upon the Property a.T1d to have such consulting work proceed within a , reasonable time frame as it relates 10 the time periods as othenvise set forth herein, Further, dqring \ \ . I I' II . .', j, the tenn of this Contract, Purchaser shall have the nght to.enter \:1pon the Property for the purpose of making inspections, engineering tests and any other investigations which Purchaser may dee:n necessary in its discretion and shall indemnify and hold Seller harmless from any liability which may arise due solely to such entry. Purchaser shall provide K. W. BROWN or his designee notice of intended inspections and access will be arranged 'Within twenty-four (24) hours of the request. Purchaser also agrees to procure sufficient liability insurance (i.e. limit ofS300,OOO.00 or greater) concerning its inspections as set forth herein and shall provide the Seller 'With a copy of a certificate from the insurance company demonstrating sa.me and sho'Wing Seller as an additional insured. , \ 1 -') / .- Governmental ApDrovals Contingency, ,The Property is located vvithin the incorporated area of the City of Boynton Beach, Florida and according to City records has a comprehensive plan designation of Residential High Density (HDR) Vvith a maximum density of 10.8 dwelling units per acre: . . The Property has an existing zoning district classification of R-3 Multi-Family Residential District' ':..;:;::-.., . . _.,.. - - - -- --_. --.,.. . Purchaser shall have the right and obligation at its sole cost and expense to proceed to obtain in good faith and with due diligence all required necessary Governmental Approvals (i) through and including (v) below to pennit the' development of the Property by Purchaser for the Permitted Use. Purchaser shall have the time period provided in Section 7.3 and 7.4 in which to obtain ~1l such Purchaser's Governmental Approvals called for in this Section 7.2. In the event that Purchaser is unable to obtain' such Governmental Approvals, then Purchaser may cancel and terminate this Contract and receive an immediate' refund of its Deposit(s), together with any and all.interest accrued thereon. Purchaser shall perform all reasonable acts necessary and use its best efforts to obtain such Gove'mmental Approvals fu'1d agrees to execute any all documents necebsary to procure such Governmental Approvals. In the event that Purchaser terminates tlUs Contract, and simultaneously Vvith receipt by Purchaser of its refundable Deposit(s) together with accrued interest thereo,n, Purchaser shall provide at Purchaser's sole cost and expense to Seller all materials procured and prepared by and for Purch.aser during its due diligence inspections and governmental approval participation with the Property, together 'Nith an assignment of all permits, Governmental Approvals, etc. obtained by Purchaser pursuant to this .A..rtic1e 7, if any: " Purchaser shall be responsible for obtainim! the foIIowing Governmental Approvals at . i ~ -. t', Purchaser's sole ~ost 3.1;I.d expense, for the Property listep in Clauses (i) through (v) below prior to and as a condj tion of the Closing. ! I '. (i) Approval of a zoning district designation change from R-3 Multi-Family Residential District District in part to planned unit Deveiop~ent' District by the City of -Boyr(t!on; )~e,,:""""~~"City") , \ " (ii) Approval of a planned unit development (PlJD) for the Property providing for a minimum of ,FIFTY (5,,0) Residential dwelling units by City. . ". , \ ,. (iii) Approval of a final PUD master plan and final site development plan for the Propeny providing for a minimu.n: of, FIFTY (SO) Reisdential dwelling units by City. (iv) Approval by City and Palm Beach County ("County") of a traffic concurrency reservation providing traffic approvals for the permined uses provided for the Property purSU.2.Ilt to the Property's PUD master plan. (v) Approval by South Florida Water Management District ("SF\VMD") of a conceptual sUrface water management and/or envirorunental resource permit for the Property, Purchaser shall submit all Governmental Approval application materials to Seller for Seller's review pri?~to submittal to government agencies. Seller's approval shall not be unreason?-bJy withheld or deh:i.yed.'-~ ... -. .. ..-.. .-- -.-. -,-... .. .,. Seller and Purchaser shall keep each other informed in writing of the status of all such Governmental Approvals and shall provide copies of all documents filed, delivered or received in connection therewith:-"Seller and Purchaser shall advise each other reasonably in advance of all meetings and headings with the applicable authorities and each shall have the right to attend such meetings. " Each party shall deliver copies of all final Governmental Approvals within five (5) days issuance of each thereof Each party shall have fifteen (15) days ~om the receipt of the last thereof, to accept or reject, in each party's sole discretion, the conQitions and requirement of the Governmental Approvals. If the Governmental Approvals are not timely obtained by the responsible party as set forth in Section 7,3 below, or if the approving party rejects any of the Governme.ntal Approvals as set forth herein, Purchaser may terminate this Contra:.t, the parties shall be released of further liability hereunder, and the Deposits and all interest earned thereon shall be retwned to Purchaser. 7.3 Timing for Governmental Approval Process. ; . 1 . ti _ i P&-chaser shali have completed the Govemrnental App~oval process provided for in Sectibri 7.2 above on or before August 31, 1998. Purchaser shall submit a complete application for all Governmental Approvals required for the Property to City, County, SF\\;1vfD and all other 12 ~~ , , ., governmental agencies with applicable jurisdiction over the Property and Purchaser's Project 'Within ONE ~ HUNDRED TWENTdays of the Effective Date of this Contract.,sF Pf/otf:SS I. If/oT C~"I"J.~~ (120) . ~'r 8/3//98, oil AJ.,L 19P'1.'tJ~7CO'" s J 7.4 Governmental Approvals Not TImely ObtalnedlJ(lF NOT su6lt1 rTf!D IJI1IflA p,lJ 1>A~ In the eyent Purch45er shall not obtain all Goyernrnental Approvals on o,r before th~ last day ~I . of the Governm'ental Approval periJd provided for ~ction 7.3, Purchaser may\either (i) terminate Iffy . this Contract, in which event all Deposit(s) and interest accrued thereof shall be paid to Purchaser t1+Jltll. and the parties hereto shall be released of further liability hereunder, (ii) close pursuant hereto and -nt,S seek the remaining Governmental Approvals itself, or (iii) request Seller to grant Purchaser an toJh7l.., additional sixty (60) .day period to obtain the Governmental Approvals. If Seller grants Purchaser. - - f~ an additional sixty (60) day Governmental Approval time period, Purchaser shall pay to Seller an additionalTWENTY 'FIVE THOUSAND $25, OOCDeposit ("Third Earnest Money Deposit") pursuant to Section 3.2 hereinabove. If Purchaser fails to elect an option, Purchaser shall be deemed to have elected option (i) above. Seller and Purchaser may agree on further time extensions in VvTiting. 7.5 Conditions Required For Closing. -- Purchaser shall not be obligated to close under this Contract unless and illltil each of the following conditions have been satisfied: (a) If Seller, within the designated time period and at Seller's sole co5tand expense, has furnished or caused to be furnished to the Purchaser all items required to be furnished to Purchaser pursuant to other Sections of this Contract, and such other documents as in Purchaser's opinion are reasonably necessary for the Closing; provided however, Purchaser shall give Seller seven (7) Business Days written notice of the necessity for obtaining such other documents.' " (b) If Seller cures within the time period specified any of the Purchaser's objections to title made in accordance with Section' 4.1 (c) hereof. . (c) If ~l of the representations and warranties by Seller set forth in this Contract are true and correct as of ~e date this Contract is fully executed and' as of the Closing Date. (d) If Seller, on or prior to the Closing Date, has met, complied with, and performed any and all other conditions, covenarlts or agreements on Seller's part required by the terms of'this Contract. (e) If, as of the Closing Date no portion of the Property shall have been conderrmed or sold under threat of condemnation or shall be the subject of a condemnation proceeding, unless Purchaser waives this condition and elects ~o close ~ provided in Miele 10 hereof. ". , . 13 (f) If any document or notice delivered to Purchaser pursuant to Section 5.2(b) hereof is found to reflect any material or adverse change in the condition of the Property or any portion thereof. (g) If all Governmental Approvals for the Property have been obtained, and all appeal and ch~lIenge per:iods for all, such Govemrnyntal Approvals have expi~ed withou~ any appe2rls of \ b' r.l d ,\ . . I . I \ challenges erng I1 e .'1" ~. . 7.6 Purchaser's Right to Waive Conditions Precedent. Purchaser may, at Purchaser's sole option, elect to waive any of the conditions precedent to performance of its obligations hereunder contained in this Article 7 only by giving vmtten notice to Seller of its election to waive such condition precedent at any time on or before the Closing Date. Purchaser may not orally waive any condition. If Purchaser elects to waive any such condition precedent, this Contract shall continue in full force and effect, and the obligations of Purchaser and Seller h~reunder shall be othervvise unaffected by such waiver. 7.7 3"ermination if Conditions Precedent not Satisfied or Waived" Disbursement of Deposit. Escrow Agent hereby agrees to hold and disburse the Deposit(s) in accordance with the terms hereof, upon condition, however, that if Seller and Purchaser shall disagree as to the manner in which such Deposit(s) are to be disbursed, or if such Deposit(s)'become the siIbjecf(jfa controversy between Seller and Purchaser, Escrow Agent may, without liability to either Seller or Purchaser, pay such Deposit(s) into the; Registry of the Circuit Court of the appropriate Judicial Circuit and County of Palm Beach, Florida, and commence an interpleader action in said Court with regard to such Deposit(s) and, shall recover Teasonable attorneys fees and costs incurred due to such interpleader action. " ARTICLE 8 CONDITION PRECEDENT TO SELLER'S PERFOR..\1.ANCE I 8.1 Perlformance of Purchaser's DeDosit Obligations. Seller shall not be obligated to perform under this Contract nnless Purchaser has deIiyered all Deposit(s) pursuant to Section 3.2 hereinabove or made any other required deposits hereunder to Escrow Agent, 8.2 Termination if DeDosit Condition Precedent not Satisfied. If the Deposit(s) is not made by Purchaser, then this Contract shall ipso facto terminate and ilie parties thereto shall have no further obli~ations hereundei, one to the other. . . . - & 14 " ARTICLE 9 THE CLOSING 9.1 Date and Place of Cl()sjn~. , The Closing ,hereunder shall take place at a location mutually agreeable to ,Purcha.ser and \ '; Seller vnthin Palm B~ch County, Florida., or by Courier and/or Federal Express witH.transminal of all executed documents and funds required for closing to the Escrow Agent. The Closing shall be an Escrow Closing. The Closing Date shall be as defined in Article 2(b) hereinabove, unless extended by other provisions herein. , \ ; 9,2 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deljyer to Escrow Agent each of the following items: (i) A Special Corporate Warranty Deed as appropriate to Seller's interest and status. -duly executed and acknowledged by Seller in a form for recording and conveying good, marketable and insurable fee simple title to the Property to Purchaser subject only to the Permitted Exceptions. (ii) A non-foreign certificate complying with the requirementS. of Section . . 1445(e)(3) of the Internal Revenue Code. (iii) Any affidavits, instruments, corporate documents, resolutions and other .-.... documents required by the Underwriter or Title Agent to delete any of the standard exceptions or the gap exception from the Title Commitment, or to remove any maners which are not Permitted Exceptions. " (iv) A certificate confinning the accuracy of Seller's representations and warranties under this Agreement as of the Closing Date. (v) A "marked-up" copy of the Title Commitment indicating the final exceptions be included in the Title Policy to be delivered after the Closing and containing no matters other than the Permitted Exceptions. · (vi) A full release of all monetary encumbrances against the Propeny', (vii) A closing statement in form and content satisfactory to Purchaser and Seller. (viii) '\ such other additional documents and instruments required hereby or which Purchaser's cOlUlsel and Seller's cOlUlsel may mutually determine are necessary to the proper consummation of this transaction, including, but not limited to, assignment of all development 15 . . \, ,,' rights, agreements and other interest of Seller in the Property. This provision shall survive the Closing. Purchaser v.ill review and approve all closing documents submined by Seller within ten (10) days of receipt of such documents from Seller. I \ \ ;. . . . 'I' . (b) \ Purchaser. At tne Closing, Purchaser shall deliver to Escro~ Agent:1the' following. \ \ items: (i) The balance of the Purchase Price to Escrow Agent as detennined by Section 3. I hereof. (ii) A closing statement in form and content satisfactory to Purchaser and Seller. (iii) All additional docwnents and instruments which Purchaser's counsel and Seller's Gounsel may mutually deterrnine are necessary to the proper conswnmation of this transaction including, but not limited to, assignment of all development rights, agreements and other interest.bf Seller in the Property. This provision shall survive the Closing. 9.3 ---_.- ~ - Prorations and Adiustments at Closing. Notwithstanding anything to the contrary contained herein, the provisions of this Section 9.3 shall survive the closing. Ad valorem and similar taxes and assessments (including solid waste assessments, if any) relating to the Property for the calendar year in which the Closing Date occurs ---shall be prorated between Seller and Purchaser as of the Closing Date, based upon the best available - - estimates of the amount of taxes that will be due and payable on the Property during the calendar year in which the Closing Date occurs, and as soon as the amount of taxes and assessments on the Property for such year are known, Seller and Purchaser shall readjust the amount of taxes and assessments to be paid by each party attributable to the period oftime prior to the Clesing Date. Any state, county, city and/or municipal special assessment liens applicable to the Property, including mitigation requirements, whether payable in a lump swn, instaIlmehts or otherwise, shall be paid by Seller. " 9.4 Possession and Closing. . . Exclusive possession of the Property shall be delivered to the Purchaser by the Seller at the Closing. 9.5 Costs ofC1osim;. .j I . .; \ . At the Closing, and as a debit from the closing proceeds to be paid by Seller, Seller shall be responsible for the payment of the follov.ing: (i) Seller's attorneys' fees; (ii) all costs necessary to 16 , 1 . .:' .. t '" I \ , clear title to the Property pursuant to Article 4.1 (iii) transfer, state and docwnentary stamps to be affixed to the instrument or instruments of conveyance; (iv) costs associated 'With obtaining, preparing and recording any corrective instruments; and (v) Title Commitment and Policy premiwns for the ovmer's Commitment and Title Policy. Purchaser shall be responsible for payment of the (i) costs for recording the Deed, (ii) Purchaser's anomeys fees, (iii) any and all costs of inspections studies, surveys, etc. ordered by P4rchaser; and (vi) survey of the P,roperry. . " \ \ '. . ~; ~ '. I . ARTICLE 10 DEFAULTS AND REMEDIES 10.1 Seller's Defaults: Purchaser's Remedies. (a) Seller's Defaults. Seller shall be deemed to be in default hereunder upon the occurrence of anyone or more of the following events: (i) Any of Seller's warranties or representations set forth herein is or becomes untrue at any time before the Closing Date. -- (ii) Seller fails to meet, comply with or perform any covenant, agreement, obligation on its part required within the same time limits and in the manner required in this Contract. (b) Purchaser's Remedies. If Seller is deemed to be in default hereunder with respect to the Property, Purchaser may, at Purchaser's sole option, do anyone or more of the following: (i) Tenninate this Contract by written notice delivered to Seller on or before the Closing Date, with immediate return to Purchaser of any and all Deposit(s) plus all accrue.d interest thereon. " (ii) Enforce specific performance of this Contract against Seller. Notwi*ding the foregoing, in the event Seller defaults under any of its oblig~tions to be performed after the Closing, Purchaser shall have all remedies at law or in equity. (c) Reru..rn of Deposit. Upon the occurrence of any event deemed to be a default by Seller hereunder, any Deposits deposited by Purchaser hereunder shall be disbursed pursuant to this Section, and Section 3.2 and 7.9 herein. In any event Purchaser and Seller agree that the Deposits is released based on a default or to the date of Closing shall, unless Purchaser defaults, be considered to be Purchaser's money and shall be disbursed to Purchaser accordingly. 17 I ." I <\ . I , 10.2 Purchaser's Default: Seller's Remedies, (a) Purcn::lser's Default. Purchaser shall be deemed to be in default hereunder if Purchaser fails to perform, or other'Wise breaches, any of the terms, conditions, cove:lants, or obligations applicabl~ to it, or, at the Closing fails to deliver any of the items specified in Section 9.2(b) hereof for an/1reason .other t~an (i) a default ,by tlJe Sdler hereun'der, (iil) failure of any. cElndition precedent to Purchaser's oblIgations to occurl.or (iij) te~ination of the\Contract p'nor to Closing. (b) Seller's Remedv. rfPurchaser is deemed to be in defai:llt hereunder, $eller shall be entitled to the Deposit(s), including any accrued interest thereon, pursuant to this Section as agreed upon liquidated damages due to the difficulty, inconvenience and uncertainty of ascertaining actual damages for such default, and Purchaser and Seller shall be relieve of all obligations under this Contract. This shall be the sole and exclusive remedy of Seller. ARTICLE 11 BROKER.\GE COMMISSIONS 11.1 .BrokeralJe Commissions. Seller shall be responsible for all o:t:lokerage commissions. Seller and Purchaser hereby indemnify and hold each other harmless from and against any I - cost, fees, damages, claims and liabilities, including but not limited to, reasonable attorneys' and paralegals' fees arising out of any claim or demand or threats of claim made by any broker or salesman by reason of its relationship to the offending party or its representatives, employees or agents, whether incurred by settlement and whether or not litigation results in all trial, arbitration and appellate levels. Tne provisions of the Section shall survive Closing or earlier termination of this Contract. I 1 . 18 . , \ ; ~ . . , . . ) . ARTICLE 12 CONDEMNA nON 12.1 Condemnation. In the evelJt all of the. Property shall be, taken or threatened to be t,aken prior,to <;losing by eminent domain, CondemnatIon, compulsory 'a~quisition, or similar proceeding by any 2om'petent authority for any public or quasi-public use or purpose, then this Contract shall automatically terminate and Seller shall have the sole right to any award or damages arising with respect to any such proceeding. In the event any part (but not all) of the Property or an easement of right-of-way shall be taken or threatened to be taken prior to the date of Closing, in any eminent domain, condemnation, compulsory acquisition, or similar proceeding by any competent authority for any public or quasi-public use or ptrrpose, then, at Purchaser's election, may either (i) terminate this Contract in which event neither party shall have any further rights or obligations hereunder, any Deposit made by Purchaser shall be returned to Purchaser by Escrow Agent, and Seller shall have the sole right to receive any damage awards with respect to any such eminent domain, condemnation, or other taking of the Property, or (ii) Purchaser may elect to close this Contract on the terms and conditions hereof, in which event Purchaser shall have the sole right to receive any damage awards with respect to any such eminent domain, condemnation, or other taking of the Property. , \ ; - " ; I . . . , . 19 'f . . ' , , .. , \ ., .\ , '1 , \ " .. ARTICLE 13 PURCHASER SIGNAGE Upon PUIchase(~_ satisfactory completion and acceptance of all matters provided for in "Sectioi17.1 entitled "Inspection Rights" and in the event Purchaser continues'with the"subject Real Estate Purchase and Sale Contract beyond the Inspection Period, Purchaser shall be entitled top lace signage on the Property announcing the proposed development with such signage number, location, content and appearance to receive the prior written approval of Seller, which approval shall not be unreasonably withheld. Purchaser shall be solely responsible for obtaining' any signage permits, for the payment of all costs and expenses incident to such permit process and for the upkeep.and repair of all signage throughout the term oftbis Contract Purchaser shall further hold Seller hannless from - any -arid all liability incident to or related to the existence, condition or maintenance of such signage including personal injury and/or property damage. " ARTICLE 14 ! l\1ISCELLA1'fEOUS ITEMS 14.1 Exhibits. All references to "Exhibi~" contained herein or references to Exhibits annexed hereto are made a part hereof for all purposes, ~ -. .. \ 1 20 14.2 Radon Gas Disclosure. Pursuant to Section 404.056(8), Florida Statutes (1988), the following notification regarding radon gas is hereby made, and. all ,parties execpting this Agreement ac~owledge r:~ceipt of this . . I notification:: ." . i . , .. . "Radon Gas: Radon is\a naturally occurring ra~ioactive g'as that, when it has, accwnulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in the buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health uni t. " 14.3 Risk of Loss. Between the date of this Agreement and the date of Closing, subject to the mandatory requirements of this Contract, Seller shall maintain the Property, in the same condition it existed as of the_date of this Agreement. The risk of loss of the Property shall be the Seller's sole risk. 14.4 Caotions. The captions arid headings used in this Contract are for convenience only and do not in any way affect, limit, amplify, or modify the terms an~ proYi~.ions_ ~er~of. 14.5 Number and Gender of Words. " _ \Vhenever here:in 6.e_~i~gular nwnber is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate. N . I f4~6 otlces. All notices, demands, and requests and other communications required or permitted hereW1der shall be in writing, and shall be deemed to be delivered, whether acrually received or not, (i) three (3) Business Days after deposit in a regularly maintained receptacle for the United States. mail, regi.stered or certifJ.ed, renun receipt requested, postage prepaid, or (ii) on the next Business Day if sent via overnight courier by Federal Express or other nationally recognized courier service, (iii) on the date of delivery if by hand delivery, or (iv) on the date of transmission Vviili receipt confiI;TIlation if sent by te1ecopy' addressed as follows: I \ . I 21 . , . , ,,', . , . If to Purchaser: Olen Residential Realty Corp. Coral Ridge Drive Coral Springs, Florida 33071 I With a copy to:' , \ " If to Seller: . \Ze..Nf\JC2.-~ Q. u...J~ ~ 0.. ~ \~ (" r-.. -:::! o~R,-~~-e.\~<- ~j~~S ~rou-9N ~ With a copy to: and If to Escrow Agent: 22 " \ 1 . . I , 1 ~ , ~ I I . . l\ny party may change its address for notices by sending a vvrinen notice in accordance 'With the terms of this Section ll.: q .which notice shall only be effective upon receipt. Tne anorneys for each of the parties may send notices on beh~Jf of such parties. , \ ~ 14.7 Goveming:Law and Venue. \ 1 \ ; , ,. \. \' The law~ of t.he State of Florida shall govern .the validity, construction, enforcement, and inte:pretation of this Contract, and venue for the resolution of any disputes or actions concerning the foregoing shall be in Palm Beach County, Florida, unless othernrise specified herein. . . 14.8 Entiretv and Amendments. This Contract embodies the entire agreement betvVeen the parties and supersedes all prior agreements and understandings, if any, relating to the Property, and may be amended or suppleme'nted only by an instrument in writing executed by the party against whom enforcement is sought. 14.9 ,'Severability. If any provisions of this Contract are held to be illegal, invalid, or Ullenfo:r:.c~~bI.e.~der. present or future laws, such provisions shall be fully severable. The Contract shall be construed and enforced as if such illegal, invalid, or unenforceable provisions had never comprised a part of the Contract The remaining provisions of the Contract shall remain in full force and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from the Contract. Furthermore, in lieu of such illegal, invalid or unenforceable provisions, there shall be added automatically as a part of this Contract a -prOVision-as' similarm terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, or enforceable. " '14.10 Survival of ReD resent at ions and Warranties. I Except as may be otherVrlse provided herein, no representations and warranties set forth in this Contract shall be continuing or shall swy'ive the Closing. 14.11 Multiole COLLlterparts. TIlls Contract may be executed in a number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall collectively constitute one agreement. In making proof of this Contract, it shall not be necessary to produce or ac;oUJ1t for more than one counte:part. . . .1 I ;. I ")~ _.J . .. , I ' '." II .' 14.12 .A.ssi znment. Tnis Contract shall be assignable by Purchaser with the prior ....l,;rlnen approval of Seller with such approval not to be unreasonably Vrithheld, except that Seller's approval shall not be required to Cj.n Ar~I1iate of Pt,lrchase,r, or for a designation from Purchaser to convey title to a designe~ at Clo'sing. ' . . , 14.13 Further Acts and Relationship. (a) 'In addition to . the acts and deeds recited herein and contemplated and performed, executed, and/or delivered by Seller and Purchaser, Seller and Purchaser agree to perform, execute, and/or deliver or cause to be performed, executed, and/or delivered at the closing or after the closing any and all such further acts, deeds, and assurances as may be reasonably necessary to consummate the tran~actions contemplated hereby. (b) Nothing contained in this Contract shall constitute or be construed to be or create a partnership, joint venture or any other relationship between Seller and Purchaser other than the relatio'nship of buyer and seller of real property as set fonh in this Contract. 14.13 Attornev's Fees. In connection with any litigation relating to this Contract, the prevailing party shall be entitled to recover costs, expenses and reasonable attorneys' fees, including charges for time expended by paralegals, through and including appellate litigation. This provision shall survive the termination of this Contract. 14.15 Escrow Provisions. Any escrow agent receiving funds or the equivalent, or other documents is authorized and agrees by acceptance of same to deposit them promptly or hqld, if applicable, the same in escrow and subject to clearance, disburse them in accordance 'v.rith the terms and conditions ofws Contract. failure of clearance of funds shall not excuse Purchaser's performance. If in doubt as to Escrow Agent's duties or liabilities under the provisions of this Contract, Escrow Agent may, at Escrow Agent's option, continue to hold the subject matter of the escrow until the parties mutually agree to its disbursement, or until the maner is resolved by arbitration as provided for in this Contract, or Escrow Agent may deposit the subject matter of the escrow v.rith the clerk of the circuit court having jurisdiction of the dispute. Upon notifying all parties concemed of such action, all liability on the part of Escrow Agent shall fully terminate, except to the extent of accounting for any items previ.ously deliv~red out of escrow. Any attion between Purchaser and Seller where Escrow AgeFlt is made a.parry~because of acting as Esct.ow Agent hereunder, or in any actio~ wherein Escrow . ,. 1 Agent interpleads the subject matter of the escrow, Escrow Agent shall recover reasonable attorneys' fees and costs, including those incurred for any appeals, from the escrowed funds prior to the disbursement of same to the prevailing party. The parties agree that Escrow Agent shall not be liable 24 ..r .i)~ \' . , I :7-._" , ,7 .. .. to any parry or person for any act or omission on the part of the Escrow Agent or for any misdelivery to Purchaser or Seller of items subject to this escrow, unless such act or omission or misdelivery is due to VriIlful bre:lch of contract or gross negligence of the Escrow Agent. Escrow Agent shall not be liable to any party for any action unless due to Escrow Agent's willful misconduct or gross negligence. 14.16 Time is of the Essence. It is expressly agreed by the parties that time is of the essence Vlith respect to this Contract. 14.17 Parties Bound. Tills Contract shall be binding upon and inure to u1e benefit of Seller and Purchaser and their respective Successors and assignees. 14.18 , i Execution. , -Unless this Contract is executed by both Purchaser a.T1d Seller or before the offer to Contract shall be null and void. . 1997, . IN WITNESS "-'HEREOF, the parties hereto have executed this Contract as of the day and year first above written. _. \VITNESSES: PURCHASER: By: Its: " ~ OLEN RESI NEVADA CO #~;Y'.dP~ Date: :i ' V, f. [)-2\.18..CP~~""'" 11/7,1/17 j [pLEASE CONTS'UE TO :-TEXT PAGE] I . . " , r, I' ", . \ I ... ~. t.., 25 . '.~ . 'Ii . ~ , I.... )l , 1 \ \ I I " ~ ; CE.R\ H.\Wl'DOCS\CMll'BELLW1A-LAGO\PURCHASE.AGIt 10:1 SELLER: ~ ~ '. ~.' By: Its: Date: 1"2/3 /ti 7 ESCROW AGENT: By: Its: By: Date: , \ . ,; \ , 26 , , .. K " LEGAL DESCRIPTION .. ; j~ECET\l'Rn JAN 1 5 1997 - , IV . W 1~,Y:--:...~::::..-::=.___.__ -.-.-.:..:::::.:::..:. rh~ South 151.31' 06 ~h~ N04th 3'4.14' 0' Gov~4nmtn~ Lo~ 2, lyln~ Ea6t 06 fl04lda Ea6~ Coa6t 4lgh~-06-way and u.S. Highway No. I ~lght-o,-way, and LESS th~ NOhth 137.31' 0& the We6t 300' 0& the abov~ de6~~ibed p40p e~ty in Station 22, Town6hlp 4S South, Range 43 Ea&t, lAKE VILLAGE, City 06 Boynton Beach, ac~oAdlng to the pLat theALo.6 a& ~taoAded In Plat 80o~ 21, pdge ", Palm 8each County Publlc RLCO~d6; ANV A t~a~t 0' land In lake Wo~th ln Sectlon 22, Town6hlp 45 South, Range 43 Ea&t, PaLm Beach County, FloALda, mo~t pahtlculahLy de6cAlbe.d a~ 60lLoW6l Beglnning at the inte.~&eatlo" o~ the south llne 0& lalu. Vlllage and the ed.6te.Jtty ~lght-06-way llne 06 state Road No. S (U.S. Highway No. I) a~eohdl"g to the plat theAeo& aa Aeco4ded in PLat Book 21 page ", Palm Beach County PubLic Reco4d6; thence South 89.25'OO~ Eaat, aLong th~ Sou~h tln~ 06 aald lahe Village, a di6tance 06 991' to a poln~ ln the high u'ateA l.itu, on tit e teJe6 teAly .6 hOJL~ 06 tall. L WOAtl'i tll enet t!o ntlttue LeU tthly along the. aamt couJL6t, a dlatanct 0& 35~.'2' to a ,olnt In the. CIty 06 80ynton 8Lac~ 8ul~head ~lne.~ e.atabllahe.d by OJLdlnance. No. 289, Novembe4 19, J956, da~d po~nt be.~ng ~n the a4c 06 a cuAve concavt ~o the. Ea&~ having a Aadiua 06 1131.01' and a ee.nt~al a"gl~ 06 5"3'01"; th~nc~ 1l0JLthW~6 .te.~l!l and n OJLt/ttJLly along. the. a~c 04 Is a.ld c.u~vt and a aid City o~ Boynton 8eaah Bulkhe.ad Llne, a diatanee. 0& 151.16' to a pol"t l" a l~ne. 151.31' N04th 06 and paJLalLe.l to the. South Llne. 06 aald Lake. Vll- lage.; thence. NOAth '9'25'00" We.&t, along 6ald p4~alLe.l Llntl a dlls~a"ce. 06 3t5.61' to a point in the a60JLeAald h.lp,h wate.~' lInt on' th~,We.Ate.~ly ~hoJLe. 0& lahe. WOJLth; the.nce. South 1.05'00' WtAl, along Aald hIgh wate~ tlnt, a d.i&tdnc~ 06 J51.15' to the. polnt 04 BeglnnLng. AND That: cel'~a1n' port of the South half (9 1/~) of the North 114.74.feet of Govel'nment Lot -fwo (2) In Soot.lon 22, Township "5 South, nange "J Ea8l:, 1ylny Bnd bel'H:J Enot of the 'F.G'.O nn11way r19ht-of-wny and more 1l8s:tlculorly descrIbed as follows, bog 111111ng at:. l\ monument on the Eost 11no of the U. S. 111qhwny .110. 1 08 'o1'191n011y located 8lue ot the lntersoqt10n t.hereof 'wIt.h the North lIne of sald Sectlon 22, whlch IhonulIuJnt Is :-112.'04 feet Eosl of the' Northwest cornor.oJ. sald Gaetiol' 221 'Ttumc8 run"lm.J Southerly nloluJ tho East boundary 1i.,0 0 r: sn Id U.9. IIlghwny No.1, 11 ~i8tal\ce of 150."n feet. to 8 point, ",hich Is the (Jolnt of b9g1nnlmJl Thence runni'HI SO\ltho( iy alon9 the East boundary lIne of U.S. 1119hway No.1, DO or191na11y located, a distonce of 130.59 (eet to n point, Thence runnIng East: .on D 11no parallel to tho North boundnry I1no of 8Rld S8ctlon 22, ~ distance of 300 feet to n point, -rhence running Northerly on a 11no parallel to tho East line ML.aA.J..dJl--S.~. IIlghwoy No.1, a dIstance of 138.59 (eet 1:0 ~l (JoInt, 1'holtce runnIng Wosterly on ,. lJ.ne l'ornll01 to tho . t10rth boundary lIne 'of 8ald Section 22, to the I'olnt of UeginnlUtJ. 'I'h"1 foregoIng delicrlbec.1 IIl'emlsos beln(j ~he West )00 feet, lyltl~, EOBt. of u.s. Iflqhway No.1, aB or1g1nally locnted, of lho tlorth 137.37 feet of the South 157.]"1 feet of the Horth 3101.101 f~et of Government Lot. 2, In SectIon 22, "ownshl,,"5 Soulh of I\nngo "J E08t. lyIng East: of the F. E. C, Itatlway rlyht-oC-way, LESS . the ~ddltionbl r I9ht-of-wny for (U.9. 1I1ghwoy No. 1) (8. It. No. S,), 8S shown In noaell' lot:. lJook 3,. on Paye 12 f l'ubllc Uecon.lu of Itallll 'beach County, f'loIf.dn. Also delllor lbud ns all or a po.-t10n or I l..ol8 J9 to "1, inolu8ive and t:he Eosl:. 20.59 feot:. of Lotll 012 'and 4J.nnd Lot:s ".. .~o 46, inolusive, 1ell8 the Soul:.h 20 feet of Loko V1l1oye, ~J.t nook ~1, Paye 10. LESS. That; portlon conveyed to state of Florldn in SlJociol. , .'iart'nnt.y beed .flled of recol'd J\uy '2.1, 19G1 in Of(lcl01 , , necol'd hook 651, VOq8 524, Public nocords of Pn1m "uuch County, Fiorillo. . w ", .. ... .~ d" IGnoI97 10121197 10f22197 10123197 10128197 11111197 REAL EST A TE PURCHASE AND SALE CONTRACT (Via Lago Property) THIS REAL ESTATE PURCHASE AND SALE CONTRACT ("Contract") is entered into by and between AJ, Inc., a Maryland Corporation, of 8201 Corporate Drive, Suite 1130, Landover, Maryland 20785 (hereinafter referred to as "Seller") and Olen Residential Realty Corp., a.f]6ridaNE~. ~ Corporation, of 1062 Coral Ridge Drive, Coral Springs, Florida 33071 (hereinafter referred to as "Purchaser"). ARTICLE I AGREEMENT OF PURCHASE AND SALE Upon the terms and conditions hereinafter stated, Seller, in consideration of the payment by Purchaser of the Purchase Price (as hereinafter defined), hereby sells and agrees to convey the Property (as hereinafter defined) to Purchaser, and Purchaser, in consideration of the performance and agreements of Seller herein contained, in reliance upon the warranties and representations of the Seller herein contained, and subject to the conditions precedent herein contained, hereby purchases and agrees to take the Property and all other improvements, if any, thereon from Seller. ARTICLE 2 DEFINED TERMS As used herein, the following terms shall have the meanings respectively indicated (a) "Affiliate" means any other person, corporation, partnership 'or other legal or contractual entity of Purchaser, or of Seller (as applicable), which Purchaser, or Seller (as applicable), directly or indirectly controls, or is controlled by, or is under common control with the Purchaser, or Seller (as applicable). '--' (b) "Closing" means the consummation of the purchase_and sale of the Property by the Purchaser from the Seller in accordance with the terms and provisions hereof. (c) "Closing Date" means the later of: (x) the date that is ten (10) days after the Seller satisfies its obligations for Closing set forth in this Contract, (y) the date that all conditions to Purchaser's obligations to close hereunder have been satisfied as provided in this Contract, and (z) the date that is thirty (30) days after the date that Purchaser receives all required Governmental Approval provided in Article 7. Seller shall provide Purchaser with not less than ten (10) days prior written notice of the actual Closing Date. I.....~ b. &At :./ (d) "Contract" means this Real Estate Purchase and Sale Contract by and between Seller and Purchaser, (e) "Deposit(s)" means collectively the Initial Earnest Money Deposit, the Second Earnest Money Deposit and the Third Earnest Money Deposit provided in Article 3 and elsewhere in this Contract. (f) "Effective Date" means that date on which the last of either the Purchaser or the Seller executed this Contract. (g) "Escrow Agent" means the law firm of BOOSE, CASEY, CIKLIN, LUBITZ, MARTENS, McBANE & O'CONNELL. (h) "Governmental Approvals" means the permits and approvals set forth and/or referenced in Article 7 of this Contract. (i) "Inspection Period" means that certain seventy-five (75) day period after the Effective Date during which Purchaser may inspect the Property as provided in Section 7.1. (j) "Permitted Exceptions" means those exceptions or conditions to Seller's title to the Property which do not render such title uninsurable or unmarketable pursuant to Section 4.1 hereof. (k) "Permitted Use" means the construction and development of not less than 102 and up to 107 residential dwelling units and ancillary facilities on the Property. (1) "Property" means that certain land described on Exhibit "A" ("Land") (subject to verification by survey pursuant to Section 4.1 hereinbelow) attached hereto and incorporated herein, together with any and all singular rights pertaining to such Land including, but not limhed to, all building improvements and structures located on the Land, if any, and without limitation, any rights. title, and interest of Seller in and to any adjacent roads, alleys, rights-of-way, easements, riparian rights, or other appurtenances benefitting the Land. The legal description of the tand i_s subject to confirmation by the Surveyor. The Property is divided into three (3) parcels known as the Northern Parcel consisting of 4.3495 acres :i:, the Southern Parcel consisting 4.0699 acres :i: and the Submerged Lands Parcel consisting of 3.57 acres :i:. (m) "Purchaser" shall be the party(s) set forth in the preamble as Purchaser and its permitted assignees and designees pursuant to Section 15.12 hereof. (n) "Purchase Price" means the total consideration to be paid by Purchaser to Seller for the purchase of the Property as determined pursuant to Article 3 hereof. (0) "Regulation" means any statute, regulation, decree, code, ordinance, rule or law of any city, county, state or federal government or governmental agency. 2 .."....,..)..~ 3.2 Earnest Money De"'''~. (a) Initial Earnest Money Deposit. Upon Purchaser's execution and submittal of this Contract, Purchaser shall deposit the sum of .' ("Initial Earnest Money Deposit") with Escrow Agent to be placed into an interest-bearing account with a federally insured institution. The Initial Earnest Money Deposit shall be applied to the cash portion of the Purchase Price at the Closing, with all accrued interest being credited to the Purchaser. In all other events, the Initial Earnest Money Deposit shall be disbursed as herein provided. Purchaser's federal tax identification number is i~- 0")'-\ ~ ').\')S' . The Initial Earnest Money Deposit shall be fully refundable to Purchaser until the end of the Inspection Period as provided in Section 7.1 hereof. (b) Second Earnest Money Deposit. Upon Purchaser's approval of all matters provided in Section 7.1 of this Contract within the Inspection Period, Purchaser shall, within three (3) Business Days after the end of the Inspection Period, deposit the sum of ("Second Earnest Money Deposit") with Escrow Agent to be placed into an interest-bearing eS1;row account. The Second Earnest Money Deposit shall be disbursed in the exact same manner as the Initial Earnest Money Deposit provided in subparagraph (a) above. (c) Third Earnest Money Deposit. Upon Purchaser's request for and Seller's approval of an additional sixty (60) day period to obtain the Governmental Approvals as provided for in Section 7.4, Purchaser shall, within three (3) Business Days after such additional time period approval by. Seller, deposit the sum of ("Third Earnest Money Deposit") with Escrow Agent to be placed into an interest-bearing escrow account. The Third Earnest Money Deposit shall De disb~ed in the exact same manner as the Earnest Money Deposits provided in sub-paragraphs (a) and (b) above. 3.3 Payment of Purchase Price at Closing. Purchaser shall deposit the sum of by wire transfer to Escrow Agent on the Closing Date subject to other closing costs, adjustments or prorations that may. hereinafter be provided to be disbursed by Escrow Agent as hereinafter provided. 4 I-',~'";) ~ ARTICLE 4 CONDITION OF TITLE 4.1 Condition of Title. (a) Seller represents and warrants that it owns good, insurable and marketable fee simple title to the Property. Seller shall not, at any time after the Effective Date, convey the Property or any portion thereof or place or permit any Title Exceptions to affect the Property unless the prior written approval of Purchaser has been obtained. Seller agrees to give copies of any prior title insurance commitments or policies it possesses, or the pro forma Title Commitment provided for in (b)(i) below, together with hard copies of all documents referenced therein, to Purchaser within thirty (30) days after the Effective Date hereof. (b) Seller at its cost shall procure and deliver to Purchaser within thirty (30) days after the Effective Date the materials set forth in (i) hereinbelow: (i) A pro forma title commitment (collectively, the Title Commitment") issued by the Underwriter together with transmittal of legible hard copies of all Schedule B Exceptions. The Title Commitment shall set forth the state of title to the Property, together with all exceptions or conditions to such title, including but not limited to all easements, restrictions, rights-of-way, covenants, reservations, and all other encwnbrances affecting the Property which would appear in an owner's title policy, if issued. The pro forma Title Commitment shall contain the express commitment of the Underwriter to issue the Title Policy on currently approved AL T A form B Owner's Marketability Policy Forms (the "Title Policy") insuring Purchaser's interest in the Property. The original signed Title Commitment shall be issued with five (5) days after the expiration of the Inspection Period and shall be identical in all respects to the pro-forma Title Commitment, subject to the title objections made by Purchaser as set forth below. " (c) Purchaser at its cost shall procure and deliver to Seller within sixty (60) days after, the Effective Date the material set forth in (i) hereinbelow. (i) A current survey ("Survey") of the Property showing the legal desCription, the site area, the exact location of any encroachments, easements, area of rights-of-way, and all other matters pertaining to the Property which are normally shown on detailed topographical and boundary surveys, and otherwise prepared in accordance with the minirnwn technical standards containtd in Chapter 61017-6, Florida Administrative Code and the minirntlQ'l standard detail requirements adopted by the American Land Title Association for urban surveys (including any of the Table A requirements designated by Purchaser), which survey shall be prepared by a registered surveyor in the State of Florida approved by Purchaser and shall be certified to Purchaser, to the Title Insurance Company, to the Title Agent and to Purchaser's lender, if any. 5 "...:>1-;> ~ (d) The expiration of the Inspection Period pursuant to Section 7.1 hereof shall be extended for one day for each day that the Seller does not timely deliver to Purchaser the pro forma Title Commitment as provided above. (e) Purchaser shall notify Seller and Title Agent of any exceptions contained in the Title Commitment and the Survey to which Purchaser objects within thirty (30) days after Purchaser's receipt of the last to be received of the Surveyor Title Commitment. Encroachments and other adverse matters shown on the Survey shall be considered title defects. Any such exceptions contained in the Title Commitment or Survey not timely objected to shall be hereafter referred to as the Permitted Exceptions and Purchaser shall be deemed to have waived the right to object to such title exceptions. Seller shall have ninety (90) days with respect to the Property after the receipt of such notice to cure, using all reasonable efforts and due diligence, any such objectionable exceptions, provided Seller shall neither be obligated to spend more than cumulatively (except that such limitation shall not apply to mortgage, liens, judgments, or similar defects or encumbrances on title that may be satisfied or released by the payment of money) nor to institute any litigation to remove, discharge or correct such title defect. If Seller does not cure the title defect(s) within such ninety (90) day period; Purchaser will have the option, to be exercised within five (5) days following the expiration of such period, to: (i) give Seller such additional time to do so as Seller may request, (ii) waive Purchaser's objections and/or requirements, or (iii) terminate this Contract without further liability to either party, in which event the Deposits and all interest thereof shall be returned to the Purchaser. In the event Purchaser fails to make an affirmative election, Purchaser shall be deemed to have elected option (Hi). In the event that the parties proceed in connection with the curing by Seller of any title defects, then in such case the Closing Date herein shall be extended for a reasonable time period mutually agreed upon by Purchaser and Seller. (f) The Title Policy shall be issued in the amount of the Purchase Price and shall insure fee simple title to the Property in Purchaser as well as the marketability of such title. All of the standard pre-printed Title Exceptions shall be deleted from the Title Policy by the Title Agent upon. its receipt of affidavits and a certified Survey satisfactory in fonn and substance to the Title Agent.. Seller shall execute all necessary and appropriate documents and affidavits at closing as required by the Title Agent and Purchaser to delete the standard exceptions for liens and parties in_possession and to provide "gap" coverage, and shall pay all insurance premiums for the Title Policy in the amount of the Purchase Price, as well as any and all other costs associated with the procurement and delivery of the title commitment and policy, shall be paid for by the Seller. (g) In the event Purchaser requests a lender's title insurance policy to be issued, together with lender-required title endorsements at the time of Closing, such title policy shall be provided by the Underwriter and Title Agent at the simultaneous issue rate not to exceed $250.00 with all such endorsement costs and expenses to be paid by Purchaser. 6 "... ., " ~ ARTICLE 5 REPRESENT A TIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER 5.1 Representations and Warranties of Seller. For the purpose of inducing Purchaser to enter into this Contract and to consummate the sale and purchase of the Property, Seller represents and warrants to Purchaser the following, as of the date of this Contact or as of the Closing Date, except where specific reference is made to another date or dates, in which case such date or dates will apply hereunder: (a) As of the Closing Date, Seller will have and will convey to Purchaser good, insurable and marketable fee simple title to the Property, free and clear of all conditions, exceptions, or reservations, except the Permitted Exceptions. (b) There are no adverse or other parties in possession of the Property, or any part thereof. No party has been granted an license, lease, or other right relating to the use or possession of the Property or any part thereof except as provided in Section 13. (c) To the best of Seller's knowledge there is no condition existing with respect to the Property, or any part thereof, which violates any regulations relating to zoning and land use of the Property. Seller has not received written notice from any governmental or quasi governmental agency requiring the correction of any condition with respect to the Property, or any part thereof, by reason of a violation of any regulation or otherwise. Seller has not received notice of and has no other knowledge or information of any pending or contemplated condemnation action with respect to the Property or any part thereof. (d) To the best of Seller's knowledge no fact or condition exists which would result in the termination of the current access to the Property from U.S. Highway No.1. (e) Seller has not received actual and/or written notice of any pending or co.ntemplated change in any private restriction applicable to the Property, or any pending or threatened judicial or administrative action, of any action pending or threatened by adjacent landowners or other persons, any of which would result in any material change in the condition of the Property, or any part thereof, or in any way prevent residential construction on the Property, except as provided for in Section 13. (t) Except for debts,liabilities, and obligations for which provision is herein made for proration or other adjustment at Closing, there will be no debts, liabilities or obligations of Seller with respect to the Property other than as provided in Section 13 (whether known, unknown, accrued, absolute, contingent or otherwise) outstanding as of the Closing Date which would interfere with or prevent Seller's ability to close the subject transaction pursuant to the terms and provisions of this Contract. 7 ;.....~6 *' (g) The execution and delivery of this Contract, the consummation of the transaction herein contemplated, and the compliance with the terms of this Contract will not conflict with, or with or without notice or the passage of time, or both, result in a breach of, any of the terms or provisions of, or constitute a default under any indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller's Property is bound, and applicable, regulation, or any judgment, order or degree of any court having jurisdiction over Seller or the Property, except as provided in Section 13. (h) There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other debtor relief laws contemplated by or pending or threatened against Seller or the Property, except as provided in Section 13. (i) Seller shall have at the date of Closing, the full right, power, and authority to sell and convey the Property to Purchaser as provided in this Contract and to carry out Seller's obligations hereunder. All requisite trustee, partnership or corporate actions necessary to authorize the Seller to enter into this Contract and to perfonn its obligations hereunder have been taken. The joinder of no person or entity other than Seller will be necessary to convey the Property fully and completely to Purchaser at Closing except as provided in Section 13. G) Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. At the Closing, Purchaser will have no duty to collect withholding taxes for Seller pursuant to the Foreign Investors Real Property Tax Act of 1980, as amended. (k) The covenants, agreements and representations and warranties contained in this Section 5.1 shall survive the Closing. " 5.2 Representations and Warranties Against Hazardous Waste Material of the Land. (a) Seller represents and warrants that to the best of its knowledge there are no and have never been any hazardous wastes on the Property. Seller shall provide Purchaser with true, correct and complete copies of all environmental reports in Seller's possession, if any, relating to the Property within thirty (30) days after the Effective Date. (b) If a hazardous waste condition is discovered on the Prpperty prior to Closing, Seller, regardless of whether or not it knew of such condition may either elect to remove or otherwise remedy such condition, at its sole expense and pay for such remediation prior to closing, or, elect not to cure to otherwise remedy such condition, within its sole discretion, in which case Purchaser may either; (i) terminate this Contract with immediate return of its Deposit together with all accrued interest thereon, or (ii) waive its rights concerning this Section and proceed to Closing in which event it shall take the Property subject to the hazardous waste condition and be responsible for its 8 r-. ;':)/~ ~ remedy at its sole cost, and Seller shall have no further responsibility or liability with respect to said hazardous waste condition. (c) Seller shall indemnify, defend and hold Purchaser hannless from and against any and all claims, demands, liabilities, damages, suits, actions, judgments, fines, penalties, loss, costs and expense (including without limitation, attorneys' fees), arising or resulting from, or suffered, sustained or incurred by Purchaser (direct or indirect) of the truth or inaccuracy of any of the foregoing matters represented and warranted by Seller to Purchaser, or a breach of any of the foregoing covenants and warranties of Seller, which indemnity shall specifically survive the Closing hereunder. 5.3 Additional Covenants and A~reements of Seller. Seller covenants and agrees with Purchaser as follows: (a) On or before the Closing Date, Seller will furnish to Purchaser all infonnation necessary to compute the prorations described in Section 9.3 hereof. (b) From the date the Contract is fully executed until the Closing Date or earlier tennination of this Contract, Seller shall: (i) Advise Purchaser promptly of any litigation, arbitration, or administrative hearing before any governmental agency concerning or affecting the Property or assets which are instituted or threatened after the date hereof. (ii) Not take, or omit to take, any action that would have the effect of violating any of the representations, warranties, covenants, or agreements of Seller contained in this Contract. " (iii) Not sell, assign, or convey any right, title, or interest whatsoever in or to the, Property or existing improvements thereon, or create or pennit to exist any lien, encumbrance, or charge thereof which would prevent Seller from complying with the tenns of this Contract. (c) Seller at its sole costs shall arrange for the removal of all Seller's personal property, if any, presently located on the Property within fifteen (15) days prior to the date of Closing unless Purchaser and Seller mutually agree in writing for the provision of additional time for Seller's removal of personal property, if any. 5.4 Condition of Property. Purchaser hereby acknowledges and agrees that Purchaser is purchasing the Property, the improvements thereon and any personalty therein, ifany, in an "AS IS" condition as of the Effective Date and as of the Date of Closing without reliance upon any representations, warranties, covenants or inducements of any kind, express or implied, by Seller except as set forth in this Section 5. No 9 I.,,;'>..... ~ .:: representation, warranty, covenant or inducement of any kind has been made by Seller which has been relied upon by Purchaser as to any aspects of the Property for Purchaser's permitted use or any other use whatsoever except as set forth in Section 5. ARTICLE 6 REPRESENT A TIONS AND WARRANTIES OF PURCHASER 6.1 Representations. Warranties. and Disclosures of Purchaser. Purchaser represents and warrants, covenants and agrees with Seller that, as of the date this Contract is fully executed and as of the Closing Date{s), Purchaser has and will have the full right, power, and authority to purchase the Property from Seller as provided in this Contract and to carry out its obligations hereunder, and all required corporate action necessary to authorize Purchaser to enter into this Contract and to carry out its obligations hereunder has been or upon the Closing(s) will have been taken. ARTICLE 7 CONDITIONS PRECEDENT TO PURCHASER'S PERFORMANCE Purchaser's obligations under this Contract are subject to and conditioned upon the matters set forth in this Article 7. 7.1 Inspection Period and Inspection Rights. Purchaser shall have the right at its expense to make such inspections of the Property and investigations as to matters related thereto, including but not limited to the survey of the Property, soil tests, environmental studies and audits, availability of utilities, drainage, off-site roadway traffic capacity, concurrency availability, land use and zoning approvals, development agreements" Interlocal agreements and other such matters as Purchaser may deem necessary within its sol~ discretion. Seller shall also advise Purchaser during this time of any latent defects or characteristics of the property of which it has knowledge. Purchaser shall have the right in its sole di~cretion and for any reason to terminate this Contract and receive a full refund of its Deposit(s) with accrual interest if on or before the expiration of the Inspection Period, it notifies Seller in writing that it is terminating this Contract. A copy of such notice of termination shall be furnished to Escrow Agent who shall immediately refund the Deposit plus all accrued interest to Purchaser. In the event that Purchaser does not furnish such written notice to Seller on Of befOf" the 5:00 pm on the last day of the Inspection Period its right to cancel this Contract as provided in this Section 7.1 shall terminate at 5:00 pm on the last day of the Inspection Period. However, nothing contained in this Section 7.1 shall be construed to effect Purchaser's right to terminate this Contract at any time in accordance with other provisions of this Contract. Upon expiration of the Inspection Period, Purchaser's Deposit(s) are non-refundable except as provided in Section 7.2. " 10 ,r?"'l.':).") ~ Purchaser shan have the right to choose inspection agencies, inspection persoMel and the like within its sole discretion during the Inspection Period. Notwithstanding the foregoing, should Purchaser either waive its rights concerning this Section, or proceed subsequent to the expiration of the Inspection Period above, then in such case Purchaser shall identify in writing all of Purchaser's consultants who will enter upon the Property and to have such consulting work proceed within a reasonable time frame as it relates to the time periods as otherwise set forth herein. Further, during the term of this Contract, Purchaser shall have the right to enter upon the Property for the purpose of making inspections, engineering tests and any other investigations which Purchaser may deem necessary in its discretion and shall indemnify and hold Seller hannless from any liability which may arise due solely to such entry. Purchaser shall provide Richard A. Jerman or his designee notice of intended inspections and access will be arranged within twenty-four (24) hours of the request. Purchaser also agrees to procure sufficient liability insurance (Le. limit 01 ')r greater) concerning its inspections as set forth herein and shall provide the Seller with a copy of a certificate from the insurance company demonstrating same and showing Seller as an additional insured. 7.2 Governmental Approvals Contingency. The Property is located within the incorporated area of the City of Boynton Beach, Florida and according to City records has a comprehensive plan designation of Residential High Density (HDR) with a maximum density of 10.8 dwelling units per acre in part, and Local Retail Commercial (LRC) in part. The Property has an existing zoning district classification of R-3 Multi-Family Residential District in part and C-3 Community Commercial District in part. Purchaser shall have the right and obligation at its sole cost and expense to proceed to obtain in good faith and with due diligence all required necessary Governmental Approvals (i) through and including (v) below to permit the development of the Property by Purchaser for the Permitted Use. Purchaser shall have the time period provided in Section 7.3 and 7.4 in which to obtain all such Purchaser's Governmental Approvals called for in this Section 7.2. In the event that pUrchaser is: unable to obtain such Governmental Approvals, then Purchaser may cancel and terminate thi$ Contract and receive an immediate refund of its Deposit(s), together with any and all interest accrued thereon. Purchaser shall perform all reasonable acts necessary and use its best efforts t~ obtain such Govenunental Approvals and agrees to execute any all documents necessary to procure such Govenunental Approvals. In the event that Purchaser terminates this Contract, and simultaneously with receipt by Purchaser of its refundable Deposit(s) together with accrued interest thereon, Purchaser shall provide at Purchaser's sole cost and expense to Seller all materials procured and prepared by and for Purchaser during its due diligence inspectiQns and governmental approval participation with the Property, together with an assignment of all permits, Governmental Approvals, etc. obtained by Purchaser pursuant to this Article 7, if any: Purchaser shall be responsible for obtaining the following Governmental Approvals at Purchaser's sole cost and expense for the Property listed in clauses (i) through (v) below prior to and as a condition of the Closing. 11 "., ~G ~ Purchaser shall submit all Governmental Approval applicatioI! ~aterials to Seller for Seller's review prior to submittr .- l government agencies. Seller's appr 1 shall not be unreasonably withheld or delayed. Seller and Purchaser shall keep each other informed in writing of the status of all such Governmental Approvals and shall provide copies of all documents filed, delivered or received in connection therewith. Seller and Purchaser shall advise each other reasonably in advance of all meetings and headings with the applicable authorities and each shall have the right to attend such meetings. i Each party shall deliver copies of all final Governmental Approvals within five (5) days issuance of each thereof. Each party shall have fifteen (15) days from the receipt 'of the Jast thereof, to accept or reject, in each party's sole discretion, the conditions and requirement of the Governmental Approvals. If the Governmental Approvals are not timely obtained by the responsible party as set forth in Section 7.3 below, or if the approving party rejects any of the Governmental Approvals as set forth herein, Purchaser may terminate this Contract, the parties shall be released of further liability hereunder, and the Deposits and all interest eaI]1ed thereon shall be returned to Purchaser. 7.3 Timing for Governmental Approval Process. Purchaser shall have completed the Governmental Approval process provided for in Section 7.2 above on or before August 31, 1998. Purchaser shall submit a complete application for all Governmental Approvals required for the Property to City, County, SFWMD and all other 12 ,r>') J> /) governmental agencies with applicable jurisdiction over the Property and Purchaser's Project within ninety (90) days of the Effective Date of this Contract. 7.4 Governmental Approvals Not Timely Obtained. In the event Purchaser shall not obtain all Governmental Approvals on or before the last day of the Governmental Approval period provided for Section 7.3. Purchaser may either (i) tenninate this Contract. in which event all Deposit(s) and interest accrued thereof shall be paid to Purchaser and the parties hereto shall be released of further liability hereunder, (ii) close pursuant hereto and seek the remaining Governmental Approvals itself. or (iii) request Seller to grant Purchaser an additional sixty (60) day period to obtain the Governmental Approvals. If Seller grants Purchaser an additional sixty (60) day Governmental Approval time period, Purchaser shall pay to Seller an additional Deposit ("Third Earnest Money Deposit") pursuant to Section 3.2 hereinabove. If Purchaser fails to elect an option, Purchaser shall be deemed to have elected option (i) above. Seller and Purchaser may agree on further time extensions in writing. 7.5 Conditions Required For Closing. Purchaser shall not be obligated to close under this Contract unless and until each of the following conditions have been satisfied: (a) If Seller, within the designated time period and at Seller's sole cost and expense, has furnished or caused to be furnished to the Purchaser all items required to be furnished to Purchaser pursuant to other Sections of this Contract, and such other documents as in Purchaser's opinion are reasonably necessary for the Closing; provided however, Purchaser shall give Seller seven (7) Business Days written notice of the necessity for obtaining such other documents. (b) If Seller cures within the time period specified any of the Purchaser's objections to title made in accordance with Section 4.1(c) hereof. " (c) If all of the representations and warranties by Seller set forth in this Contr:act are true and correct as of the date this Contract is fully executed and as of the Closing Date. (d) If Seller, on or prior to the Closing Date, has met, complied with, and perfonned any and all other conditions, covenants or agreements on Seller's part required by the terms of'this Contract. (e) If, as of the Closing Date no portion of the Property shall have been condemned or sold under threat of condemnation or shall be the subject of a condemnation proceeding, unless Purchaser waives this condition and elects to close as provided in Article 10 hereof. 13 ,.,.",:> I!> (0 If any document or notice delivered to Purchaser pursuant to Section S.2(b) hereof is found to reflect any material or adverse change in the condition of the Property or any portion thereof. (g) If all Govenunental Approvals for the Property have been obtained, and all appeal and challenge periods for all such Govenunental Approvals have expired without any appeals of challenges being filed. 7.6 Purchaser's Riflht to Waive Conditions Precedent. Purchaser may, at Purchaser's sole option, elect to waive any of the conditions precedent to performance of its obligations hereunder contained in this Article 7 only by giving written notice to Seller of its election to waive such condition precedent at any time on or before the Closing Date. Purchaser may not orally waive any condition. If Purchaser elects to waive any such condition precedent, this Contract shall continue in full force and effect, and the obligations of Purchaser and Seller hereunder shall be otherwise unaffected by such waiver. 7.7 Termination if Conditions Precedent not Satisfied or Waived. Disbursement of Deposit. Escrow Agent hereby agrees to hold and disburse the Deposit(s) in accordance with the terms hereof, upon condition, however, that if Seller and Purchaser shall disagree as to the manner in which such Deposit(s) are to be disbursed, or if such Deposit(s) become the subject ofa controversy between Seller and Purchaser, Escrow Agent may, without liability to either Seller or Purchaser, pay such Deposit(s) into the Registry of the Circuit Court of the appropriate Judicial Circuit and County of Palm Beach, Florida, and commence an interpleader action in said Court with regard to such Deposit(s) and shall recover reasonable attorneys fees and costs incurred due to such interpleader action. " ARTICLE 8 CONDITION P.RECEDENT TO SELLER'S PERFORMANCE 8.1 Performance of Purchaser's Deposit Obligations. Seller shall not be obligated to perform under this Contract unless Purchaser has delivered all Deposit( s) pursuant to Section 3.2 hereinabove or made any other required deposits hereunder to Escrow Agent. 8.2 Termination if Deposit Condition Precedent not Satisfied. If the Deposit(s) is not made by Purchaser, then this Contract shall ipso facto terminate and the parties thereto shall have no further obligations hereunder, one to the other. 14 ~,:>I') ARTICLE 9 THE CLOSING 9.1 Date and Place of Closini. The Closing hereunder shall take place at a location mutually agreeable to Purchaser and Seller within Palm Beach County, Florida, or by Courier and/or Federal Express with transmittal of all executed documents and funds required for closing to the Escrow Agent. The Closing shall be an Escrow Closing. The Closing Date shall be as defined in Article 2(b) hereinabove, unless extended by other provisions herein. 9.2 Items to be Delivered at the Closin~. items: (a) ~. At the Closing, Seller shall deliver to Escrow Agent each of the following (i) A Special Corporate Warranty Deed as appropriate to Seller's interest and status duly executed and acknowledged by Seller in a form for recording and conveying good, marketable and insurable fee simple title to the Property to Purchaser subject only to the Permitted Exceptions. (ii) A non-foreign certificate complying with the requirements of Section 1445(e)(3) of the Internal Revenue Code. (iii) Any affidavits, instruments, corporate documents, resolutions and other documents required by the Underwriter or Title Agent to delete any of the standard exceptions or the gap exception from the Title Commitment, or to remove any matters which are not Permitted Exceptions. (iv) A certificate confirming the accuracy of Seller's representations and warranties under this Agreement as of the Closing Date. (v) A "marked-up" copy of the Title Commitment indicating the final exceptions be included in the Title Policy to be delivered after the Closing and containing no matters other than the Permitted Exceptions. (vi) A full release of all monetary encumbrances against the Property. (vii) A closing statement in form and content satisfactory to Purchaser and Seller. (viii) such other additional documents and instruments required hereby or which Purchaser's counsel and Seller's counsel may mutually determine are necessary to the proper consummation of this transaction, including, but not limited to, assignment of all development 15 ,.....-:>1\ rights, agreements and other interest of Seller in the Property. This provision shall survive the Closing, Purchaser will review and approve all closing documents submitted by Seller within ten (10) days of receipt of such documents from Seller. (b) Purchaser. At the Closing, Purchaser shall deliver to Escrow Agent the following items: (i) The balance of the Purchase Price to Escrow Agent as determined by Section 3.1 hereof. (ii) A closing statement in form and content satisfactory to Purchaser and Seller. (iii) All additional documents and instruments which Purchaser's counsel and Seller's counsel may mutually determine are necessary to the proper consummation of this transaction including, but not limited to, assignment of all development rights, agreements and other interest of Seller in the Property. This provision shall survive the Closing. 9.3 Prorations and Adiustments at Closin~. Notwithstanding anything to the contrary contained herein, the provisions of this Section 9.3 shall survive the closing. Ad valorem and similar taxes and assessments (including solid waste assessments, if any) relating to the Property for the calendar year in which the Closing Date occurs shall be prorated between Seller and Purchaser as of the Closing Date, based upon the best available estimates of the amount of taxes that will be due and payable on the Property during the calendar year in which the Closing Date occurs, and as soon as the amount of taxes and assessments on the Property for such year are known, Seller and Purchaser shall readjust the amount of taxes and assessments to be paid by each party attributable to the period of time prior to the Closing Date. Any state, county, city and/or municipal special assessment liens applicable to the Property, including mitigation requirements, whether payable in a lump sum, installments or otherwise, shali be paid by Seller. 9.4 Possession and Closin~. Exclusive possession of the Property shall be delivered to the Purchaser by the Seller at the Closing. 9.S Costs of Closing. At the Closing, and as a debit from the closing proceeds to be paid by Seller, Seller shall be responsible for the payment of the following: (i) Seller's attorneys' fees; (ii) all costs necessary to 16 "'~~").? clear title to the Property pursuant to Article 4.1 (Hi) transfer, state and docwnentary stamps to be affixed to the instrument or instruments of conveyance; (iv) costs associated with obtaining, preparing and recording any corrective instruments; and (v) Title Commitment and Policy premiums for the owner's Commitment and Title Policy. Purchaser shall be responsible for payment of the (i) costs for recording the Deed, (ii) Purchaser's attorneys fees, (iii) any and all costs of inspections studies, surveys, etc. ordered by Purchaser; and (vi) survey of the Property. ARTICLE 10 DEF AUL TS AND REMEDIES 10.1 Seller's Defaults: Purchaser's Remedies. (a) Seller's Defaults. Seller shall be deemed to be in default hereunder upon the occurrence of anyone or more of the following events: (i) Any of Seller's warranties or representations set forth herein is or becomes untrue at any time before the Closing Date. (ii) Seller fails to meet, comply with or perform any covenant, agreement, obligation on its part required within the same time limits and in the manner required in this Contract. (b) Purchaser's Remedies. If Seller is deemed to be in default hereunder with respect to the Property, Purchaser may, at Purchaser's sole option, do anyone or more of the following: (i) Terminate this Contract by written notice delivered to Seller on or before the Closing Date, with immediate return to Purchaser of any and all Deposit(s) plus all accrued interest thereon. . (ii) Enforce specific performance of this Contract against Seller. Notwithstanding the foregoing, in the event Seller defaults under any of its obligations to be performed after the Closing, Purchaser shall have all remedies at law or in equity. (c) Return of Deposit. Upon the occurrence of any event deemed to be a default by Seller hereunder, any Deposits deposited by Purchaser hereunder shalL be disbursed pursuant to this Section, and Section 3.2 and 7.9 herein. In any event Purchaser and Seller agree that the Deposits is released based on a default or to the date of Closing shall, unless Purchaser defaults, be considered to be Purchaser's money and shall be disbursed to Purchaser accordingly. 17 I"";~''') 10.2 Purchaser's Default: Seller's Remedi~. (a) Purchaser's Default. Purchaser shall be deemed to be in default hereunder if Purchaser fails to perform, or otherwise breaches. any of the terms, conditions, covenants. or obligations applicable to it, or. at the Closing fails to deliver any of the items specified in Section 9.2(b) hereof for any reason other than (i) a default by the Seller hereunder. (ii) failure of any condition precedent to Purchaser's obligations to occur, or (iii) termination of the Contract prior to Closing. (b) Seller's Remedy. If Purchaser is deemed to be in default hereunder, Seller shall be entitled to the Deposit(s), including any accrued interest thereon, pursuant to this Section as agreed upon liquidated damages due to the difficulty, inconvenience and uncertainty of ascertaining actual damages for such default, and Purchaser and Seller shall be relieve of all obligations under this Contract. This shall be the sole and exclusive remedy of Seller. ARTICLE 11 BROKERAGE COMMISSIONS -. . (p) "Seller" shall be the party(s) set forth in the Preamble as Seller. (q) "Survey" means the survey of the Property prepared by the Surveyor in accordance with the terms and provisions of Section 4.1 (b) hereof. (r) "Surveyor" means a Registered Public Surveyor or a Registered Professional Engineer duly and currently licensed by the appropriate authorities of the State in which the Property is situated, and approved by Purchaser and the Title Agent. (s) "Title Agent" means the law firm of BOOSE, CASEY, CIKLIN, LUBITZ, MARTENS, McBANE & O'CONNELL. (t) "Title Commitment" means the Owner's Title Commitment issued by BOOSE, CASEY, CIKLIN, LUBITZ, MARTENS, McBANE & O'CONNELL on ATIORNEYS' TITLE INSURANCE FUND, INC. in accordance with the terms and provisions of Section 4.1 hereof. (u) "Title Policy" means the "Owner's Title Policy" issued by BOOSE, CASEY, CIKLIN, LUBITZ, MARTENS, McBANE & O'CONNELL on ATIORNEYS' TITLE INSURANCE FUND, INC. in accordance with the terms and provisions of Section 4.1 hereof. (v) "Underwriter" means A TIORNEYS' TITLE INSURANCE FUND, INC. ARTICLE 3 PURCHASE PRICE 15.2 Radon Gas Disclosure. Pursuant to Section 404.056(8), Florida Statutes (1988), the following notification regarding radon gas is hereby made, and all parties executing this Agreement acknowledge receipt of this notification: "Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in the buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health uni 1. " 15.3 Risk of Loss. Between the date of this Agreement and the date of Closing, subject to the mandatory requirements of this Contract, Seller shall maintain the Property, in the same condition it existed as of the date of this Agreement. The risk of loss of the Property shall be the Seller's sole risk. 15.4 Captions. The captions and headings used in this Contract are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof. 15.5 Number and Gender of Words. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate: 15.6 Notices. All notices, demands, and requests and other communications required or permitted hereunder shall be in writing, and shall be deemed to be delivered, whether actually received or not, (i) three (3) Business Days after deposit in a regularly maintained receptacle for the United States mail, registered or certified, return receipt requested, postage prepaid, or (ii) on the next Business Day if sent via overnight courier by Federal' Express or other nation~ly recognized courier service. (iii) on the date of delivery if by hand delivery, or (iv) on the date of transmission with receipt confirmation if sent by telecopy addressed as follows: 21 p->.">6 If to Purchaser: Olen Residential Realty Corp. Coral Ridge Drive Coral Springs, Florida 33071 With a copy to: If to Seller: AJ, Inc. 8201 Corporate Drive, Suite 1130 Landover, Maryland 20785 With a copy to: Richard A. Jerman c/o Vanguard Realty & Development Corp. Congress Park, Suite 230 220 Congress Park Drive Delray Beach, FL 33445 and William R. Boose, III, Esquire Boose, Casey, Ciklin, Lubitz, Martens, McBane & O'Connell 515 North Flagler Drive, Suite 1900 West Palm Beach, Florida 33401 Telecopy No. (561) 833-4209 If to Escrow Agent: William R. Boose, III, Esquire _. Boose, Casey, Ciklin, Lubitz, Martens, McBane & O'Connell 515 North Flagler Drive, Suite 1900 West Palm Beach, Florida 33401 Telecopy No. (561) 833-4209 22 r->.~ t'y Any party may change its address for notices by sending a written notice in accordance with the terms of this Section 15.6, which notice shall only be effective upon receipt. The attorneys for each of the parties may send notices on behalf of such parties. 15.7 Governin~ Law and Venue. The laws of the State of Florida shall govern the validity, construction, enforcement, and interpretation of this Contract, and venue for the resolution of any disputes or actions concerning the foregoing shall be in Palm Beach County, Florida, unless otherwise specified herein, 15.8 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, relating to the Property, and may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought. 15. 9 Severability. If any provisions of this Contract are held to be illegal, invalid, or unenforceable under present or future laws, such provisions shall be fully severable. The Contract shall be construed and enforced as if such illegal, invalid, or unenforceable provisions had never comprised a part of the Contract. The remaining provisions of the Contract shall remain in full force and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from the Contract. Furthermore, in lieu of such illegal, invalid or unenforceable provisions, there shall be added automatically as a part of this Contract a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, or enforceable. 15.10 Survival of Representations and Warranties. Except as may be otherwise provided herein, no representations and warranties set forth in this Contract shall be continuing or shall survive the Closing. - 15.11 Multiple CounteIl'arts. This Contract may be executed in a number of identical cO.\ll1terparts. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall collectively constitute one agreement. In making proof of this Contract, it shall not be necessary to produce or account for more than one counterpart. 23 1~ .-:> e:. 15.12 Assi~nment. This Contract shall be assignable by Purchaser with the prior written approval of Seller with such approval not to be unreasonably withheld, except that Seller's approval shall not be required to an Affiliate of Purchaser, or for a designation from Purchaser to convey title to a designee at Closing. 15.13 Further Acts and Relationship. (a) In addition to the acts and deeds recited herein and contemplated and perfonned, executed, andlor delivered by Seller and Purchaser, Seller and Purchaser agree to perfonn, execute, andlor deliver or cause to be perfonned, executed, andlor delivered at the closing or after the closing any and all such further acts, deeds, and assurances as may be reasonably necessary to consummate the transactions contemplated hereby. (b) Nothing contained in this Contract shall constitute or be construed to be or create a partnership, joint venture or any other relationship between Seller and Purchaser other than the relationship of buyer and seller of real property as set forth in this Contract. 15.14 Attorney's Fees. In connection with any litigation relating to this Contract, the prevailing party shall be entitled to recover costs, expenses and reasonable attorneys' fees, including charges for time expended by paralegals, through and including appellate litigation. This provision shall survive the tennination of this Contract. 15.15 Escrow Provisions. Any escrow agent receiving funds or the equivalent, or other documents is authorized and agrees by acceptance of same to deposit them promptly or hold, if applicable, the same in escrow and subject to clearance, disburse them in accordance 'with the terms and conditioris of this Contract. Failure of clearance of funds shall not excuse Purchaser's performance. If in doubt as to Escrow Agent's duties or liabilities under the provisions of this Contract, Escrow Agent may, at Escrow Agent's option, continue to hold the subject matter of the escrow until the parties mutually agree to its disbursement, or until the matter is resolved by arbitration as provided for in this Contract, or Escrow Agent may deposit the subject matter of the escrow with the clerk of the circuit court having jurisdiction of the dispute. Upon notifying all parties concerned of~uch action, all liability on the part of Escrow Agent shall fully tenninate, except to the extent of accounting for any items previously delivered out of escrow. Any action between Purchaser and Seller where Escrow Agent is made a party because of acting as Escrow Agent hereunder, or in any action wherein Escrow Agent interpleads the subject matter of the escrow, Escrow Agent shall recover reasonable attorneys' fees and costs, including those incurred for any appeals, from the escrowed funds prior to the disbursement of same to the prevailing party. The parties agree that Escrow Agent shall not be liable 24 "......;:> fl to any party or person for any act or omission on the part of the Escrow Agent or for any misdelivery to Purchaser or Seller of items subject to this escrow, unless such act or omission or misdelivery is due to willful breach of contract or gross negligence of the Escrow Agent. Escrow Agent shan not be liable to any party for any action unless due to Escrow Agent's willful misconduct or gross negligence. 15.16 Time is of the Essence. It is expressly agreed by the parties that time is of the essence with respect to this Contract. 15.17 Parties Bound. This Contract shall be binding upon and inure to the benefit of Seller and Purchaser and their respective Successors and assignees. 15.18 Execution. Unless this Contract is executed by both Purchaser and Sener or before ~b\l ~ \ ' 1997, the offer to Contract shan be nun and void. IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first above written. WITNESSES: PURCHASER: By: Its: #~JY'~I Date: [PLEASE CONTINUE TO NEXT PAGE] 25 ,.,..,;::. ,) ~>~ {]&4!~II#- · ~ CER\ H:\WPDOCS\CAMPBEll\VlA.LAGOIPURCHASE.AGIlII12 SELLER: AJ, INC., a Maryland Corporation By: ''Q'~ ~ 1~.L...-A- Its: j /1. ~ S I ),::>~_r-- Date: /1128/0, 7 ESCROW AGENT: BOOSE, CASEY, CIKLIN, LUBITZ, MARTENS, McBANE & O'CONNELL By: William R. Boose, III, P .A. Its: Gener~~ By: William R. Boose, III President .A'./ /~c/, ..P~ /?7l Date: 26 i"'"'.....~ EXHIBIT "A" NORTHERN PARCEL nit pordOG of tht followtD, ~rcd 171.D, "tit of thl .,ID hia" .aur .ark of the ..ter. of Like Vorth. A parcel. ot.laud trLD' iD Slctlco 1', tovaahip 4' 'outh, ~a.. 43 !a.t, IO)'at01l lueh, . "b .lIch C6UDty, nodu, t.n. bela, . tortloa .f LoU 17 . t.ncl 18 of UJi' naut J~" MbIVIUOH;' III tteord.cl D ,lat look"1 It ,.,. II. of the rultih beerU .f .alll' t..eh eount)"t nod'I, ..14 ,ued htll' .ou. ~ar~cuhrl,. daictU" .. f.ollw.. . . , . Coaatbclal It the 'Sout~t.t C6tDlr ot ..i. s.ctl01l 1', thlDC. due !I.t Ca.,UIIld, dona t'" .~outll U.bI of ..lel SaetloCl U~ . cl1atanc. of IUd' f'I~1 th.DC. Hott6 1 ."rll' 37' 00. II.t,~oa.. l1oe.of 300.00 feet 11ft of and plt.aUd ttith the bet lJ..ht:-al-It_,. UbI' .f V. I. .RJ..hWat Ro. I (Stlt.'Rb.& Nd. S),' t'di.taDe. of. 112..0 r.'t ~o the 'olat of .'a!bn1D, of the pu~U. to b.. "Iub cldcdhcl. theocft elmU.D~': NOt\:h 1 ',.uca )7. 00. East, l10u1 ..id plrl~1tl 11at', a dl,t.bee ~f 209.99 ~tet. thlDee rou~h. .2 darre.. 23' OO.'liit, I distance of ".0 f.et. th.Dee Rorth ., 'I.r,.a '7' 00. I..t. dhtauee. of 19.53 fut' tIIIDC.' due rut, . dhul1c. of 76.51 ftlt' th'bee ~. !out~, . d1.tlace of 'O.~, i.eti thebe.iouth 4' D'lt... 00' 00" lut. I dlitanee 01 17.0 f..t, tbeaea dUI I.at., I a.tlDC' of 14." futa 'th.De, North 60 d.~a" 00" 00. I.~. a dbutlcI .f U.C' fut' thebe. South 64 d.&r.,. 00' 00. Ilat, I dt.t'aac. of '0.0 f.etl thlDce South ., dalf.e.OO' OOR'I..t, . d1.tance of 44.0 f..tl th,bC' due II.t,'. eli,teDc. of 119.14 f..t 't"~ace Sout\ 76 de If'" 41' 01- II.t, . di.t.DCi 01 ".0 f.'tl tb.Dct Nortb 1J dllf.e. II' '9~ .11It. ~ clt.taac. .of 100.AI f.et' ~h~De. "'out"'. T~ 4.ji... 41.' 01- 1.It, . cfbUbC,..e tU.o rut,. ~'D~. $dQt~.l' d.ar... ,a' 5t~~.It, . di.t~c:. 0' 172.10 f.et' ;th'D~e.Nortb 7. ~'ii'" ~lt O~.'~e~~,.t.,~~t~c. of'~1S~0~ff.~i th~c~ '~u~~ql~'I.~.e. I.' ,.- .~4.~.. . ...: .~~~.~.e. .f ~5.9~ t,.'t' t.o:.tb'. ~illt ~~~ur,'~t" .of .. ~rr. CO~&~~. ~. ;tU 1folt~4..t. dl~tle. Sou.~~'~.te.~~1 ~~I th. .rJ.~!.~. cun. llnlD. .. ra~~.ti!: ~.O' tdt. 1:11'. ~ "c[lb\iil. 1lD~. ~r7.'. d..V~'" .4'1 01-, '. .di~~c. ; of ".5,4: -:.tut~ tlltac., du~ .r'~~.." ~,teb.~' .f l~.~7 'ld.t. to, th.. pdLDt . of' . cutr~~u.ta' of ~. '~:un. ~~~U.. t.. the H6t{"hrt, . \hebt~ .~t~!..tt!~7:*-!-~.'" ~~ U't ot ~U e~t.,."ftlt~l e u41~ 'of ~~\2..lt.' an. '.c._Dud', &Dil'; of, J' dIIU.~. QO' OO.....~ dUtaDc, df ,,1-.74'. f..~' to ~h. poillt - of.t..'iI~'i': eun.tuie . 'de. '.: tu!t..eOQ~ri" 'to th $outlilt"~l 'thue. . N4r.(.M~'~.d~~~!~i~th,"itcl ~f: ~t,. t~~.. .UYfsi.' .. ".bll~'~ 1$0.2; .,.., ~cI' _c. eiD~ial' ~.ch: 0' ~j 4e&rti.4 09' OCS-,_ 'a,Odea of ~~\t.7 .fit~',. _tflecI ~~.'..,!,~."tt '. ~If~e", e~ !t .n' t,,1: to:.t"~ 'pc;bit .f. ~uri.t1k. :of' a cun. e~c~..:t.. .th,'~~.u~~,.~~t. tbl~~e .fo~~lit"Ud, alohl .t~' It, .f ,..ld. tun. fih'~i ..' .t~~uf"~ ~s,.10~a i('e~t~il8D~~ tif U d.,t.....30'. 00., . ~ltan~. ~f 56 ;~.O.'.de to t."'~J..Ii~.U.i~V...EI.. ~at'f.tur. 61 . tune C'6ocne 'to the. Rbtd",bt. thlod S&utllviUtUf1y UOIi't. e.. .nol aU CUtU bnb. .. udtUf of .29. .70 fin iDd . ceritrai ~~t. 4If 12 d.p... 30' ob., . 4!btmc. of U .64 h.tl.t".D~' cf~ "ut, " cU.at_el of 124.U r..t to the 'oat .f S.....bmu,.. &loud..trib". . AND Page 1 of 3 EXHIBIT II A" NORTHERN PARCEL (Cont.) A parctl or land l~lnr In St~tlon 1S, Township H South, J\lnCt U Eut, 80ynton Buch, 'aIm Buch County, Florldl,',nd belnc I portion or Lo\ 11, Sam Brown, Jr.'. Subdivision, II recorded In Pllt. Book 1, 'III II, Public J\tcord. or P,lm Beach County, Florida, uld parctl belnr more particularly desctl~d U (ollowsl Commtnclnc at the Southwest eorner or Slid Settlon U, thence dUI East (assumed) alonl 'ht South line or laid Section U, a dlstanct or '21.12 rut to the POINT or 8EOINNIHO or the puctl to bt herein described, thence continue du~ Eut, . distance or IIs.n tutl thenee North 13'11'$'".Eut. a dbtar.Ct of lU.SS teetl thence North 71'41'01" West, . distanCt of 125.0 Ceet, thence South U'U'U" West, a dl,tanct or u.n r..t to the poInt of curvatun or. curve concave to the Northwest. thence Southwesterly alone the arc or uld curve hlvlnr a radius or 40.0 rut and a central anrle of 76'41'01". . distance of U.SC teet, thence due \Vut, . distance of 71.37 leet to the point ot curvature 01 a curve coneave to the Northust, thence Northwesterly alonl the are ot said curve havlnr a radius 01115.21 reet and a central anrle or 16eoO'OO", . distance of $1.'IC reet to the pornt of reverse curvature or. turve concave to the Southwest; thence Northwesterly alone the arc ot said curve havlne I radius of 1$0.28 tee t and . central anrle 0116-00'00", . distance or 41.97 leet, thence due West, a distance 01 51.39 rut to the point ot curvature of . curve conclve to the Southeut, thence Southwesterly alonf the arc or said curve havlnr a radius of 256.'0 reet and & centrallnrle ot 12~O'OO", . distance or 56.0 teet to the point of reverse curvature or a curve concave to the Northwest, the nee Southwesterly atone the arc or said curve havlni a radlu! or 291.10 teet and a central anile of 12-:'0'00", a distance 01 83.64 reet; thence due West, a distance or 124.'$ feet, thence South 7"37'00" West, a dr'tan~. ot 112.49 reet to the POINT .OF BEGINNING atoredescrlbed. . . .SUBMERGED LAND PARCEL A parcel of submerred !!!ld 1)'!r.r In the waters or Lake Worth In Section 15 Township 4S South, Ranie 43 East, Palm Beach County, Plorlda, and-Iylnr 'Easterly or L;ts 16, 1'7 lil~ I', Sam Brown. Jr." Hypoluxo SUbdlvblon, accordlnr to the Plat thereot as recorded In Plat Book 1 at 'art II ot the Public Record, or Palm Beach County, Florida; said parcel or submerred 14nd belnr specifIcally deserlbed as foUowSl · . , ,. From. the Southwest eornet or said Sectfon 15, run due East, atonr the South Une of said SectIon 1S, . distance of 519.25 teet to the East r1iht-ot-way Une of U.S. Hlehw.y No.1; thence continue due East IJonr said Section line and the South Une or 'said Lot 11 a distance or ne.oo tut to the Mean H1rh Water Lln. of Lake Worth and the Point' or Berlnnlnrl thence continue due E4st, alon( saId Section Une, a dlstanc. 01 339.34 tut to .the Bulkhead, line 01 the City ot Boynton Seach, as now exlsUnr and shown on I map entitled Bulkhead Lint City or Boynton Bu"h, Florida, September 1955, Identified b)' the It\Scrlptlon of 1\-58-006) thence North 4-07'38" East, alonr said Sullchead LIne, a dlJtanet of 526.38 Ceet to the (nt.rucHon thereot with the Euterly extension ot the North Une ot Slid Lot ISI thence North U'$.'OO" "lest, a dlJtance of 2$2.92 teit to the Mean HI,,, Wat.,' Line, thence South U~"Si"Wut, atone saId Mean Hrrh Wahl' Lln., a dl.ttane. of 53'." (e.t to 'h. Pornt of St(fnnlnr, LESS ~U land. eontalned within thl Plat of VIA LAOO, II recordc-d In Plat 800k H, Pa,e 135, PubJlo Records of. Palm Bueh County, Florida. . Page 2 of 3 ----"------,.__._-_..,------------------_._--~_.- . '. EXHIBIT "A" SOUTItERN PARCEL The Nt/:! of that part ot the Nonh 314.74 teet ot Govern.lltnt'Lot 2 1n SecUon ~, To\Jt\shlp 45 South, R&l\9t C3 East, h1nll East ot the rlodda ~ast ~oast R.a.11vay lf9ht of way, txctPTlNG therefrom the R19ht of Way ot u.s. H19hway Ho. 1, ~ogether ~tb aU rlp.artan. rhhts appurtenAnt thereto. ^lso'Oe;~r1b~d as. Lots 1 throu~h 2t, inclusive and the N1I2 of Lot ~, ot LUE VILLAGe, aecorcU", to the Pla~ ~.reof r.cord~d it. Plat Boot. 21, page 18, Public Records ot Pal. Beach County, rl~rlda. '. ,. ...,. ,. ~ T0gether with I pareel of submerged land 1n Lake Worth in Section 22, TO\.mship U South, ~an9~ 43 East, Pal~ Deach County, Florida, more particularly described as follows. S.91nn1ng at. the po1nt ot int.ersection of the Horth line of UJCt y,I.I.U.GE vith the hhh vater line on the \lest.~rly shore of LaJr.e Worth according to th~ Plat of said l.lJCE ~GE, recorded ln Pllt Book 21, page la, Public Record, ot paIr" Beach County, : Florida, said point being South !9 degrees, ~5 .1nutes 00 seconds East, a d1stance of '1,125 teet troll the easterly right of vay line of State lloacS")lo. S (U.S. Hi9hvay Mo. 1) a<=cordinv to said Plat of ~,VIlJ.).Gt: thence South 07 degrus', 05 .u.nutts, ea seconds Wes~, along sa1d high Water line. a distance of lS7.7~ feet to a point in a liDt 151.37 teet south ot and parallel to tht Nortll line ot said J...'.Ja: VIWGE: thence South at de9rees, 25 a1nu~s, 00 seconds East, along said parallel l1ne. a dis~ce 9t 325.6 feet., more or less, to a point in the City of Boynton Beach 8ulkhud Line, utablished by Ord1n~ee Mo. ~8', Novellber 19, 195', 'de! point being in the uc ot a curve conclve to t.be &a$t haVing a radius of 1,'32.07 feet and a central angle of es de~ree., 1~ .~lnutes. 33 seconds; thence Northerly and Northeasterly along the arc-of said curve a distance of 157.47 feet to a point 1n the tast.erly project.Son of the Horth-l1ne of said lJUCE ~: thence North 8' d~9rees, 2S alnutes, 00 seconds Vest.. along ,aid Easterly projection of the North line of said LAY.E VILlAGt, a d1stance of 311.7 feet, ~re or less, to tht Point ot Beginning. 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