APPLICATION
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PROJECT NAME: BANYAN COVE
LOCATION: N. FED. HWY AND LAKE ST.
COMPUTER ID: BANYAN COVE\ZNCV
I FILE NO.: ZNCV 98-009, CASE #256 I TYPE OF APPLICATION: ZONING
CODE V ARIANCE-P ARKING REQMTS
APPLICANT/CONTACT PERSON: OWNER: OLEN RESIDENTIAL REALTY
JAN C. HANSEN CORP.
PHONE: 954-214-4307 (CELLULAR) PHONE:
954-340-4904 (OFFICE) FAX:
FAX: 954-344-4608 ADDRESS:
ADDRESS: 1062 CORAL RIDGE DR.
CORAL SPRINGS, FL 33071
Date of submittal/Projected meetine dates:
SUB MITT AL / RESUBMITT AL 7/17/98
1ST REVIEW COMMENTS DUE: N/A
PUBLIC NOTICE: OUT TO CITY A TTY: 8/5/98
CITY CLERK/F AX: 8/7/98
ADVERTISE/MAIL: 8/10/98
TRC MEETING: N/A
PROJECTED RESUBMITTAL DATE: N/A
ACTUAL RESUBMITTAL DATE: N/A
2ND REVIEW COMMENTS DUE: N/A
LAND DEVELOPMENT SIGNS POSTED
(SITE PLANS):
PLANNING & DEVELOPMENT BOARD 8/25/98
MEETING:
CITY COMMISSION MEETING: 9/1/98
COMMENTS:
S:\FORMS\PROJECT TRACKING INFO
"
APPLICATION ACCEPTANCE \TE:
RECEIVED B' TAFF MEMBER:
FEE PAID:
RECEIPT NUMBER:
CITY OF BOYNTON BEACH
ZONING CODE VARIANCE APPLICATION
SUBMITTAL DEADLINE: SEE SCHEDULE OF DATES FOR BOARD MEETINGS AND
SUBMITTAL DATES:
Please Print (in ink) or Type
Submittal Date:
The undersigned owner(s) hereby respectfully petition(s) the Planning and Development Board to
grant to petitioner(s) a special exception or variance to the existing Zoning or Sign Code of said City
pertaining to the property hereinafter described and in support thereof state(s):
Property involved is described as follows:
Lot( s)
See Attached
Block
, Subdivision
Plat Book
Page
or otherwise described as follows:
Property Address North Federal Highway and Lake Street
Variance requested Reduction of Parking Requirements (Section II-H)
The following documents are required to be submitted with this application to form a single package.
Incomplete package will not be accepted:
1. Two sealed surveys by a registered surveyor in the State of Florida, not over six (6) months
old, indicating:
A. All property lines
B. North arrow
C. Existing structures and paving
D. Existing elevations
E. Rights-of-way, with elevations
F. Easements on or adjacent to the site
G. Utilities on or adjacent to the site
H. Legal Description
I. Number of acres to the nearest one-hundredth (1/100) of an acre
J. Location sketch of property
K. Surveyor's Certificate
2. Two site plans properly dimensioned and to scale showing:
PROPERTY DESCRIPTION:
EXHIBIT "A"
NORTHERN PARCEL (PARCEL 1)
That portion of the following parcel lying West of the mean high water mark of the waters of
Lake Worth.
A parcel of land lying in Section 15, Township 45 South. Ranqe 43 East, Boynton Beach. Palm
Beach County. Florida. and being a portion of Lots 17 and 18 of SAM BROWN JR 'S
SUBDIVISION, as recorded in Plat Book 1 at Page 81, of the Public Records of Palm Beach
County. Florida. said parcel being more particularly described as follows:
Commencing at the Southwest corner of said Section 15, thence due East <assumed) along the
South line of said Section 15. a distance of 821.92 feet thence North 7 degrees 37'00" East along
a line of 300,00 feet East of and parallel with the East right-of-way line of US Highway NO.1
<State Road No.5>, a distance of 112,49 feet to the Point of Beginning of the parcel to be hereIn
described; thence continue North 7 degrees 37'00" East along said parallel line. a distance of
209 99 feet; thence South 82 degrees 23'00" East, 0 distance of 35,0 feet; thence North 68
degrees 37'00" East a distance of 79 53 feet, thence due East, a distance of 76 51 feet: thence due
South. a distance of 40,98 feet; thence South 45 degrees 00'00" East, a distance of 27.0 feet:
thence due Eas.t, a distance of 14 64 feet; thence North 60 degrees 00'00" East. a distance of 49.0
feeL thence South 64 degrees 00'00" East, a distance of 50,0 feet: thence South 45 degrees 00'00"
East, a distance of 44,0 feet: thence due East. a distance of 129,14 feet: thence South 76 dearees
41'01" East, a distance of 35,0 feet; thence North 13 degrees 18'59" East, 0 distance of 100.48
feeL thence South 76 degrees 41'01" East, a distance o( 125.0 feet; thence South 13 degrees
18'59" West, a distance of 172,50 feet; thence North 76 degrees 41'01" West, a distance of 125,0
feet; thence South 13 degrees 18'5910 West, a distance of 35,92 feet to the point of curvature of a
curve concave to the Northwest; thence Southwesterly alo~g the arc of said curve having a radius
of 40,0 feet and a central angle of 76 degr.ees 41'01", a distance of 53,54 feet; thence due West, a
distance of 77,37 feet to the point of curvature of a curve concave to the Northeast. thence
Northwesterly along the arc of said curve having a radius of 185.28 feet and a central angle of 16
degrees 00'0010, a distance of 51.74 feet to the point of reverse curvature of a curve concave to the
Southwest; thence Northwesterly along the arc of said curve having a radius of 150.28 feet and 0
central angle of 16 degrees 00'00", a distance of 41.97 feeL thence due West, a distance of 51.39
feet to the point of curvature of a curve concave to the Southeast; thence Southwesterly along the
arc of said curve having a radius of 256,70 and a central angle of 12 degrees 30'00", a distance of
56.00 feet to the point of reverse curvature of a curve concave to the Northwest; thence
Southwesterly along the arc of said curve having a radius of 2~1. 70 feet and a central angle of ,12
degrees 30'00", a distance of 63.64 feet; thence due West, a distance of 12475 feet to the POint
of Beginning aforedescribed,
AND (PARCEL 2)
A parcel of land Iyi~g in Section 15, Township 4.3 South. Range 43 East, Boynton Beach, Palm
Beach County, FlOrida, and being a portion of Lot 18, Sam Brown, Jr,'s Subdivision, as recorded
in Plot Book 1, Page 81, Public Records of Palm Beach County, Florida, said parcel being more
particularly described as follows.
Commencing at the Southwest corner of said Section 15, thence due East (assumed) along the
South line of said Section 15, a distance of 821.92 feet to the POINT OF BEGINNING of the
parcel to be herein described, thence continue due East a distance of 613.33 feet; thence North
13018'59" East, a distance of 152.55 feet; thence North' 76041'01" West, a distance of 125.0 feet;
thence South 13" 18'59" West, a distance of 35.92 feet to the point of curvature of a curve
concave to the Northwest; thence Southwesterly along the arc of said curve having a radius of
40.0 feet and a central angle of 76041'01", a distance of 53,54 feet; thence due West a distance
of 77.37 feet to the point of curvature of a curve concave to the Northeast; thence 'Northwesterly
along the arc of said curve having a radius of 185.28 feet and a central angle of 16000'00", a
distance of 51.74 feet to the point of reverse curvature of a curve concave to the Southwest:
th;nc~ N~rthw~sterly along the arc of said curve having <? radius of 150,28 feet a central angle of
16 0000 , a distance of 41.97 feet; thence due West, a distance of 51.39 feet to the point of
r:urvature of. a curve concave to the Southeast; thence SOuthwesterly along the arc of Juid Cur Ie
hO~lng ,a radiUS of 256.70 feet and a central angle of 12030'00", a distance 0f 56,0 feet to the
pOint 01 r~verse curvc:ture of 0, curve concave to the Northwest: thence Southwesterly along the
arc of SOld curve haVing a radiUS of 291.70 feet and a central angle of 12030'0010, a distance of
63,64 fe~t; thence due West, a distance of 124,75 feet; thence South r .37'00" West, a distance of
112,49 feet to the POINT OF BEGINNING aforedescribed,
...
;eSUBMERGED LAND PARCEL (PAR,-_,- 3)
'1
fA parcel of submerged land lying in the waters of Lake Worth, in Section 15, Township 45
iSouth, Range 4~ East, Palm Beach .County, FI<?rida, and lying Easterly of Lots 16,17 and 18,
t"Som Brown, Jr. s Hyp.oluxo SubdiVIsion, according to the plat thereof ad recorded in Plat Book
jjfll, ~oge 81?~ the Public. Records of Palm Beach County, Florida, said parcel of submerged land
,being specifically described as follows:
I,'~;,rom ,the Southwest corner of said Sectio~ 15. run due ,East, along the South line of said Section
fiS, a. distance of 519.25 feet to t~e E.ast flght-of-way line -of U.S. Highway NO.1; thence
~;contlnue due East along said S,ectJon line and the South line of said Lot .18, a distance of 916.00
~.feet to the Mean ~Igh W~ter ~Ine of .Lake Worth and the POint of Beginning; thence continue
,due East, along said Sectl<?n .lIne, a distance of 339.34 feet to the Bulkhead line of the City of
Boynton Beach, as now eXisting, and shown an a map entitled Bulkhead Line City of Boynton
Beach. FlOrida. September 1956, Identified by the Inscription of R-56-006; thence North
i4~07'36" East, along said Bulkhead line, ~ distance of 526,38 feet to the intersection thereof
w.lth the Easterly extension of the North line of said Lot 18; thence North 89058'00" West a
.dlstanc~ of 252,9~ feet t? the Mean High Water Line; thence South 13018'59" West, along 'said
'Mean .Hlgh ~a~er Line. a distance of 539.68 feet to the Point of Beginning, LESS all lands
i--,contalned Within the Plot of VIA LAGO, as recorded in Plat Book 39 Page 135 Public Records
, .?f Palm Beach County. Florida, ' , "
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:;OUTHERN PARCEL (PARCEL 4)
rhe N1/2 of that part of the North 314.74 feet of Government Lot 2 in Section 22, Township 45
South. Range 43. East, lying East of the Florida East Coast Railway Right of Way, EXCEPTING
therefrom the Right of Way of U.S, Highway No.1, together with all riparian rights appurtenant
thereto,
6.lso Described as:
I_ots 1 through 28, inclusive and the Nl/2 of Lot 29 of LAKE VILLAGE. according to the Plat
thereof recorded in Plat Book 21, Page 18, Public Records of Palm Beach County, Florida.
AND (PARCEL 5)
Together with a parcel of submerged land in Lake Worth in Section 22, Township 45 South,
Range 43 East, Palm Beach County, Florida, more particularly described as follows:
Beginning at the point of intersection of the North line of LAKE VILLAGE with the high water
line on the westerly shore of Lake Worth according to the Plat of said LAKE VILLAGE.
recorded in Plat Book 21, Page 18, Public Records of Palm Beach County, Florida, said point
being South 89 degrees, 25 minutes 00 seconds East, a distance of 1,125 feet from the easterly
right of way line of State Road No, 5 (U,S, Highway No, 1) according to said Plat of LAKE
VILLAGE; thence South 07 degrees, 05 minutes, 00 seconds West, along said high water line, a
distance of 157.75 feet to a point in a line 157.37 feet south of and parallel to the North line of
said LAKE VILLAGE; thence South 89 degrees, 25 minutes, 00 seconds East, along said parallel
line, a distance of 325,6 feet, more or less, to a point in the City of Boynton Beach Bulkhead
Line, established by Ordinance No, 289, November 19. 1956, said point being in the arc of a
curve concave to the East having a radius of 1.732.07 feet and a central angle of 05 degrees. 12
minutes, 33 seconds; thence Northerly and Northeasterly along the arc of said curve a distance of
157.47 feet to a point in the Easterly projection of the North line of said LAKE VILLAGE;
thence North 89 degrees, 25 minutes, 00 seconds West. along said Easterly proje~tion of the
North line of said LAKE VILLAGE. a distance of 311. 7 feet, more or less, to the POint of
Beginning
LEGAL DESCRIPTION (PARCEL 6)
The South 157 37 feet of the North 314.74 feet of Government Lot 2, lying East of Florida East
Coast right-of-way and U.S. Highway No, 1 right-of-way, and LESS the North 137.37 feet of the
West 300 feet o,f the above described property in Section 22, Township 45 South, Range 43 East,
LAKE VILLAGE, City of Boynton Beach. according to the Plat thereof as recorded In Plat 800k
21, Page 18, Palm Beach County Public Records; AND a tract of land in Lake Worth in Section
22. Township 45 South. Range 43 East. Palm Beach County. Florida. more particularly described
as follows: BEGINNING at the Intersection of the South line of Lake Village and the easterly
right-oF-way line of State Road No, 5 W.S, Highway No. 1) according to the Plat thereof as
recorded In Plat Book 21, Page 18, Palm Beach County Public Records; Thence South 89025'00"
~ast. along the South line of said Lak e Village, a distance of 997 feet to a point in the hiqh water
line on the westerly shore of La~e War th; Thence continue easterly along the same c:ourse, a
dlst.ance of 352.82 feet to a pomt In the CIty of Boynton Beach Bulkhead Line, established by
Ordinance No, 289. November 19. 1956, said point being in the ore of a curve concave to the
East having a radius of 1732,97 feet, and a ~ent:al angle of 5- 31'07"; Thence northwesterly and
northerly along the arc of saId curve and SOld CIty of Boynton Beach Bulkhead Line, a distance
o~ 157.56 feet to a point in a line 157,37 feet North of and parallel to the South line of said Lake
VJlI,ag~; Thence Nort~ 89025'00" West, along said parallel line 0 distance of 325.61 feet to a
pOint In the aforesaId hlt;;h water line on !heNester!v shere of lake Werth; Thence South
r05'OO" West. along SOld high water line, a distance of 15775 feet to the point of Be9inning,
AND (P ARCEL 7)
That certain part of the South half (S 1/2> of the North 314.74 feet of Government ~ot Two (2) in
Section 22, Township -45 South, Range 43 East, lYing and bemg East of the FE,C. Railway
right-of-way and more particularly described as follows:
Beginning at a monument on the East line of the .U,S, Hi~tiway No. ,1 as originally loca~ed and at
the intersection thereof with the North line of said SectIon 22, which monument IS 4/2,84 feet
East of the Northwest corner of said Section 22; Thence running Southerly along the East
boundary line of said U,S. Highway No.1, a distance of 158,77 fe.et to a pOIn~. which IS the point
of beginning; Thence running Southerly along the East boundary line of U,S, Highway: No.1, as
originally located, a distance of 138.59 feet to a pOint; Thence running East ,on a Ime parallel to
the North boundary line of said Section, 22. a distance of .300 feet to a pOint; Thence running
Northerly on a line parallel to the East line of said U,S. Highway No, 1, a dlsta~ce of 13~,59 feet
to a pOint; Thence running Westerly on a line parallel to the North boundary line of SOld Sec tlon
22. to the Point of Beginning.
The foregOing described premises being the West .300 feet, lying East of U.S, Highway No.1, as
originally located, of the North 137,37 feet of the South 157,.37 feet to the North 314.74 feet of
Government Lot 2, in Section 22, Township 45 South of Rang9 43 East, lYing East of the F.E,C.
Railway right-ot-way; LESS the additional right-ot-way for (U,S, Highway No, l)(S,R, No 5>,
as shown on Rood Plat Book 3, on Page 12, Public Records of Palm Beach County, FlOrida.
Also described os all or a portion of Lots 39 to 41, inclusive and the E~st 28,59 feet of Lots 42
and 4.3 and lots 44 to 46, inclusive. less the South 20 feet of Lake Village. Plat Book 21, Page
18,
LESS: That portion conveyed to State of FlOrida in Special Warranty Deed filed of record July
21,1961 in Official Records Book 657, page 524, Public Records of Palm Beach County.
Florida,
Page 3
Zoning Code Variance Application
7. Name and address of owner: Olen Residential Realty Corp. (Contract Purchaser)
8. Name of applicant: Jan C. Hansen
Applicant's address:
1062 Coral Ridge Drive, Coral Springs, Fl 33071
Applicant's phone #: (954) 214-4307 Cellular
(954)340-4904 Office
July 13, 1998
Signature of Applicant: ~
/
..
Date:
TO BE COMPLETED BY PLANNING AND ZONING
1.
Property is presently zoned:
formerly zoned:
2. Property Control Number:
3. Denial was made upon existing zoning or sign requirements (list section(s) of Code from which
relief is required):
4. Nature of exception or variance required:
5.
Case Number:
Meeting Date:
5. Banyan Cove Various Request: Statement of Special Conditions, Hardships and reasons.
A. That special conditions and circumstances exist which are peculiar to the land, structure or
building involved and which are not applicable to other lands, structures or buildings in the
same zoning district;
The subject property was once a part of the "Rainbow Tropical Gardens" restaurant
complex and today retains remnants of the tropical vegetation and tree canopy which
gave this historic restaurant its identity. The restaurant parcel now Benvenuto's is
currently being expanded under separate ownership. The applicant is preparing to:
a) setback from and restore the existing beach area for recreational use and b) preserve
and restore the remaining vegetation and tree canopy to the maximum extent feasible.
The granting of the parking variance will fulliD the request of adjacent property owners
to setback from the mangrove I vegetation to the "maximum extent possible". The
proposed reduction of 9 parking spaces (from 376 to 367) retains a 2 space / per
residential unit standard plus an additional seven spaces.
Based on actual experience with similar projects, the remaining 367 parking spaces will
substantially exceed the projected demand, owing to seasonal rental and vacancy
factors not found in individual unit ownership projects of a comparable density.
The 367 parking spaces have been evenly distributed in immediate proximity to the
residential units, as well as the pool cabana and leasing office areas.
B. lbat the special conditions and circumstances do not result from the actions of the applicant.
The special historic site conditions which underlay this variance request and which the
applicant is preparing to enhance, restore or preserve have been existing since the
1920's.
C. lbat granting the variance requested will not confer on the applicant any special privilege that
is denied by this Ordinance to other lands, buildings or structures in the same zoning district;
No special privilege is contemplated or warranted in this request since other
comparable properties, with similar existing site conditions would and should be
granted similar considerations, in conformance with the intent and purposes of the
Land Development Regulations and with the goals, objections and policies of the
Adopted Comprehensive Plan.
"
D. That literal interpretation of the provisions of this chapter would deprive the applicant of
rights commonly enjoyed by other properties in the same zoning district under the terms of
the Ordinance and would work unnecessary and undue hardship on the applicant;
The intent of the parking requirements of the LDR's is to insure that adequate parking
is provided for the intended use. In this instance, the proposed parking provides 2
spaces per unit plus seven additional spaces. Due to the special conditions of this
property, which warrant the preservation of existing vegetation, this site was
specifically identified for special consideration in the Comprehensive Plan.
Consequently the applicant has endevoured to maximaze open space adjacent to the
preserve areas. This open space would otherwise be used for the nine variance spaces.
E. That the variance granted is the minimum variance that will make possible the reasonable use
of the land, building or structure;
The reduction of 11 spaces immediately west of building #9 facilitates relocation of the
building foot print 18' further away from the beach. Two spaces were added in the
pool cabana parking area. Therefore, no less than the nine requested spaces could
accomplish the objective, and no additional parking space reductions are requested.
F That the granting of the variance will be in harmony with the general intent and purpose of
this chapter and that such variance will not be injurious to the area involved or otherwise
detrimental to the public welfare.
The intent and purpose of the land development regulations is to minimize adverse
impacts and maximize the positive aspects of proposed developments. The proposed
reduction of 9 parking spaces insures the intended results, namely enhanced beach
restoration, increased setback from the mangrove line, maximum tree and open space
preservation, and more than adequate parking. The proposed variance, if granted,
would accomplish all three objectives.
~-_..__.~_._-_._---~~._~-----'".-..,._----~~-~._-- ---
Page 4
Zoning Code Variance Application
TO BE FILLED OUT BY BOARD
PLANNING AND DEVELOPMENT BOARD: Approved
Aye
Denied
Nay
Stipulations:
Signed:
Chairman
Page 5
Zoning Code Variance Application
CERTIFICATION
TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE ATTACHED LIST IS A TRUE AND
CORRECT LIST OF PROPERTY OWNERS WITHIN FOUR HUNDRED (400) FEET OF THE
APPLICANT'S PROPERTY.
..
L-4,
APPLICANT/AGENT
-
NOTICE TO APPLICANTS
FOR
REZONING AND/OR LAND USE ELEMENT AMENDMENT
CONDITIONAL USE APPROVAL
ZONING CODE VARIANCE
All applications received by the City of Boynton Beach after August 1, 1985 shall be
accompanied by mailing labels with the names and addresses of all property owners within
four hundred (400) feet of the subject property. Applications will not be accepted without
these mailing labels.
CONTACT -
PALM BEACH COUNTY
PROPERTY APPRAISERS OFFICE
A TTN: MAPPING DIVISION
301 North Olive Avenue
West Palm Beach, Florida
(561) 355-3881
S:\PLANNING\SHARED\WP\FORMS\APPS\ZNCV\ZNCV .APP
June', 1997
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GOVERNMENTAL CENTER - FIFTH FLOOR
301 NORTH OLIVE AVENUE
WEST PALM BEACH, FLORIDA 33401
TEL: (561) 355-3230 FAX: (561) 355-3963
GARY R. NIKqLITs, CPA
PALM BEACH COUl'ITY
PROPERTY APPRAISER
MEMORANDUM BILLING
TO: OLEN RESIDENTIAL RL TY CORP
TELEPHONE:
(954) 340-4904
FROM: PALM BEACH COUNTY PROPERTY APPRAISER, CUSTOMER SUPPORT
DATE: 4-6-98
LISTED BELOW ARE CHARGES FOR DATA PROCESSING COSTS ASSOCIATED WITH
THE PRODUCTION OF YOUR REQUEST. PLEASE MAKE YOUR CHECK PAYABLE TO:
PALM BEACH COUNTY PROPERTY APPRAISER.
ISS COST SUMMARY:
APPLICATIONS/DEV. SERVICES @$40/HR.:
COMPUTER TIME @ $.58/PER SECOND:
PRINT LINES @ $ 1.0 1 ffHOUSAND LINES: 764
TAPE INPUT/OUTPUT @ $3.39/PER THOUSAND:
TAX ROLLS SHEETS 4 TO 5 NUMBERS TO A PAGE $1.00
OTHER CHARGES:
HOURS
SECONDS
LINES
I/O
$4.71
$0.78
LABELS: @ $4.95/PER THOUSAND
43
MAPS #
$0.22
TOTAL AMOUNT DUE:
$5.71
I CERTIFY THAT I HAVE CALCULATED THE MEMORANDUM BILLING AND TO THE
BEST OF MY KNOWLEDGE IT IS A TRUE AND CORRECT RENDERING OF COSTS
INCURRED BY THIS OFFICE.
, SIGNEe ~i).~C 9.1~ \W ~ ~iD
_REV 3/25/98
DATE: 4-6-98
AUTH:
GLADES AREA OFFICE ·
2976 STATE ROAD 15
BElLE GLADE, FL 33430
TEL: (561) 996-4890
FAX: (561) 996-] 661
NORTH COUNTY OFFICE
3188 PGA BLVD,
PALM BEACH GAROEN3. FL 33410
TEL: (56]) 624-6522
FAx: (561) 775-5617
.
ROYAL PALM BEACH OFF]CE
11500 OKEECHOBEE BLVD" STE, A
ROYAL PALM BEAQ-l. FL 3341 I
TEL: (56]) 790600]
FAX: (561) 79().601O
.
SOlJrH COUNTY OFF]CE
SOl S. CoNGRESS AVE,
DELRA y BEACH. FL 33445
TEL: (561) 276-1 250
FAX: (561) 276-1278
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10120197
10121191
10122191
10123191
10128191
11111191
REAL ESTATE 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, of8201 Corporate Drive, Suite 1130, Landover,
Maryland 20785 (hereinafter referred to as "Seller") and Olen Residential Realty Corp., a .flenaa NE~.
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
Purchaser of the Purchase Price (as hereinafter defmed), 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.
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(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 pennits 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.
G) "Pennitted 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 is subject to
confirmation by the Surveyor. The Property is divided into three (3) parcels known as the Northern
Parcel consisting of 4.3495 acres :1:, the Southern Parcel consisting 4.0699 acres :I: and the
Submerged Lands Parcel consisting of3.57 acres::l::.
(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
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3.2 Earnest Money -...~.
(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")'-\ ~ ),uS" . 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 Monev 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 escrow 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!lfSed in the
exact same manner as the Earnest Money Deposits provided in sub-paragraphs (a) and (b) above.
3.3 Pavrnent 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
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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 fonna 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 encumbrances 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 fonn 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 minimum technical standards contained in
Chapter 61 G 17-6, Florida Administrative Code and the minimwp 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, ifany.
5
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(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 Swvey 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 Pennitted 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) tenninate 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 affinnative 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.
(0 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
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ARTICLE 5
REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS OF SELLER
5.1 Representations and Warranties of Seller.
F or 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.
(f) '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
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(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 tenns 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
hereun4er. 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 11.0 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 Ptoperty 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 retwn 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
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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, Joss, 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 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 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 permit to exist any lien, encumbrance, or
charge thereof which would prevent Seller from complying with the terms 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, ifany.
5.4 Condition of Property.
Purchaser hereby acknowledges and agrees that Purchaser is purchasing the Property, the
improvements thereon and any personalty therein, if any, 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
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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. I 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 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 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 or befon; the 5:00 pm on the last day of
the Inspection 'Period its right to cancel this Contract as provided in this Section 7. I 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
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Purchaser shall have the right to choose inspection agencies, inspection personnel 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 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
Governmental Approvals and agrees to execute any all documents necessary to procure such
Governmental 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 inspections 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
~.~..":Il
IJJ
Purchaser shall submit all Governmental Approval apphcauo~ matenalS to ::>euer lor ::>euers
review prior to submittr ) government agencies. Seller's apprc " 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 docwnents 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
. J
meetmgs.
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 .last thereof,
to accept or reject, in each party's sole discretion, the conditions and ~equirement of the
Governmental Approvals. If the Govermnental 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 eagIed 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 . Purchaser shall submit a complete application for all
Governmental Approvals required for the Property to City, County, SFWMD and all other
12
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governmental agencies with applicable jurisdiction over the Property and Purchasers 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 Con~ct 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 performed 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?""'\" IZ
(f) 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 Governmental Approvals for the Property have been obtained, and all appeal
and challenge periods for all such Governmental Approvals have expired without any appeals of
challenges being filed.
7.6 Purchaser's Riiht to Waive Conditions Precedent.
Purchaser may, at Purchaser's sole option, elect to waive any of the conditions precedent to
perfonnance 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 Tennination 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 of a 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 perfonn 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 Tennination if Deposit Condition Precedent not Satisfied.
If the Deposit(s) is not made by Purchaser, then this Contract shall ipso facto tenninate and
the parties thereto shall have no further obligations hereunder, one to the other.
14
;..,...... ~ ^'
ARTICLE 9
THE CLOSING
9.1 Date and Place of Closin~.
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 Closing.
(a) ~. At the Closing, Seller shall deliver 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
1 445(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 confmning 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 instrwnents 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
..rr\ -, ^
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 fonn and content satisfactory to Purchaser and Seller.
(Hi) All additional documents and instruments which Purchaser's counsel and
Seller's counsel may mutually determine are necessary to the proper consummation of this
tran5actJon 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 C)osini.
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 lwnp swn, 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.
9.5 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 documentary 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, (Hi) any and all costs of inspections
studies, surveys, etc. ordered by Purchaser; and (vi) survey of the Property.
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 ~t 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
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(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 AITORNEYS' TITLE
INSURANCE FUND, INe. 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 AITORNEYS' 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
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10.2 Purchaser's Default: Seller's Remedies.
(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
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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 infonnation
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 d-ate of this Agreement. The risk ofloss 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 tenns 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 pennitted
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 nationcu.ly recognized courier service,
(Hi) 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
.--.,. ~ 1..
-----~--_._--_.,-~--- .-
I f 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
TeIecopy No. (561) 833-4209
22
i""'>"'\ '" .t.,.
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 Governin2 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 Counteq>arts.
'Ibis Contract may be executed in a number of identical cO.l!Oterparts. 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
J~ .....^-.
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 Seller1s 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, and/or delivered by Seller and Purchaser, Seller and Purchaser agree to perfonn, execute,
and/or deliver or cause to be perfonned, 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 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 perfonnance. 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 Elerk of the circuit court having
jurisdiction of the dispute. Upon notifying all parties concerned of such 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
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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 shall 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 Seller or before ~ b-J ~." 1997,
the offer to Contract shall be null 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:
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Date:
[pLEASE CONTINUE TO NEXT PAGE]
25
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--.............
SELLER:
AJ, INC., a Maryland Corporation
By: .~,~ J:::> ,<;;".L..cA-
Its: J ,1. ~ S J j~~_-;--
Date: I '/U/e., 7
ESCROW AGENT:
BOOSE, CASEY, CIKLIN, LUBITZ, MARTENS,
McBANE & O'CONNELL
By: William R. Boose, JII, P.A.
Its: General P
By:
William R. Boose, III
President .A' /
/#/r;/, 2~ / ?7l
Date:
26
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00. !4.t. d!steu, of 19.$3 rutl tl"DC.. due E<. . 4ht.Dca of ".n
felt. theae. ~I South. . dlatlnet of ~.t. t..ti thcact'South 45 Dtlt...
00' 00" Ia.t, a cl.h"tlDC. of 21.0 rut, theDCI clu. lut.. . cl18uDC' of 14.64
het. 'th.oe. Nortll 60 cS.~... 00' 00" Ian. a cU.,t.ac. .f 49.0 'ut, th'bCl
South 64 cS.ar... 00' 00. I..t, I (tlt'lDca of '0.0 f..t, thaDc, louth 4'
d'a~II' 00' OOw'la.t, I 4i.taace of 44.0 f.ttl theace ~e lalt; a ii.t.bCt
of 129.14 f.lt 'thebe. South 76 diar... 41' 01" la.t. I dl,t,acI of '5.0
f..tl t~.Dca North '13 4.rt'.. 1" ,g~ ,Iatt, ~ cSl.taac. ,of IOO.A' t.at.
~h'De. .'South, T~ deji... 41.' 01" 1.1t. . dht.abCf.'( 125.0 tutl' ~'be.
!out~.lJ deara.. ~.' '9~'V.rt. . d{.t~c. of 172.!0 f.at, ;th'a~..Noft' 7'
er'pe.. 41 t 01,.' 'I.~~~ . ..dl~t:~c. 0" 125.'0' ff.~i thecc.. '~u~~..IS . CS,.~... 1"
~9.'4.~;.. .'.: ,d.l~~.c. 0' ~S.U t..'t"~",th"~bt ~f,cUl'!'~~~.,el,a ~".
co~e~~, ~: ;th. '1fo'~t~4.,t' t"~ae. Jou,~~'~,h.~"" #~. tb. ~rJ d!~. cuz!. .
tl*"tfill .. u~~.~!~~.O' l.u. Id, ~,.e~btti1,IlD&1.. !'~,'". d..~.h..41. 01-, .
,d!~~e" : ~t ".,=4: ~ .t..t~ tJl.ace, du~ tt.~~., 4 ~'tt:D,ee .11~,." . h'.t. tt. the,
pd{at 'of' . cui'dt'ur.' ot .' 'cm. cob~".. to. the Ndt~fihrt. thlace
.Nott~..ttU~'-U4i\.. tit, ate ot .aU ~urt."a~bi, '. ,diu .0' 145\28,"ei
tn~ ,', e,tr:atti!': ittii'i1i; of: JIS. d.at..., ~O' 'OO~: a' 4t.tane. di ',i.7 4', i.~t it ~he
po~dt - o~. .(~j'~t'i':" i:~~tui. . '.sf. '~( ~~n~cOae~.. .to the So~t!ntu~ 1 '~haDe.
, Not.(.M~'ful't"~ooi~ th., ere df: ~14' e"~., ,hbhll . ~,t~ .~ 1$0.21 'f..,
a;i1c1' _:, eit1~ia.t. .Li.h:- 01 ~t If'&r'~4 09' oCS-. . 'd1,OsScI of ~t\t,7 .fi.",. .tfslZlcl
~~".,,!.~,.tt:. ~n~n'.o~ !t.ft.tC6t: to.:,it.~ '~ltit of. ~urj.t1k. :0" I cune
eOuc~.':t.. ,th.- ,~,u~~,..~tl, tb'!,~a .fo~~ht('Ud, debt . t~. ne..' ~.U. tune
fiwf;bi .~' ,t~~uf'i~ ~!&.1~~a .'ctDt~il ~~~fil U d.,t... '30', 00., .
dLttaoe. U 56 i~O"fdt to tU f>Ol~t>.U ibid., ean'tun 6f . tun. tdacn.
'to th., 'iJU~Lv~'''t'l ~ii.od $outl\~~t4fl1UOa*' the .not aU c~. bad..DI ..
raUUI of .29~ .70 fin aul . ce:itrd mtt. .f 12 dap... '0' 01)-, I Ifbtec.
a' 4'.e4 f..t.-t~.DC' lfua V..t, . dlitaQc. of 124.t5 f..t to the ro~t .f
Bii!tlD!.aa' ..loud..e~!b". .
AND
Page 1 of 3
EXHIBIT "A"
NORTHERN PARCEL (Cont.)
A parcel or land lyln( In he lion is, Township 4S South, J\lnC' U East, Boynton Such, hit
Such Count1, Florld.,'tnd betne , portion or Lot 1 I, Sam Btown, Jr.', Subdivision, as rteor~t
In PII t. Book I, P.C' 81, p...bUe Record, or P,lm Bueh County, Florida, llld parcel btlnr rr,~r
particularly ducrlbtd II followsl
Commenclnr at the Southwest corner or said SteUon 1S, thlnet due East (assumed) IIon( thl
South line of uld Seetlon 15, . dlstanct or 121.12 tut to the POINT or 8EOINNIHO ollht
puctl \0 b, herein described, thence contlnu, du~ Eut, . dlstanct of 113.3' rut, thene.
North 13'11'$'". Eut, . dbtar.ce of lU.U teet, thence North 76'41'01" Wut, . distanc. o'
125.0 htt, thtnce South 12'U'$9" West, I dbtanct 01 ~s.n tut to the point ot curvature or I
curve concave to tht Northwest, thence Southwesterly alone tht IfC or uld curve havlnf .
radius or 40.0 tut and. central anrle of 16'(1'01", . distance 0153.54 teet, thence due West,
a distance or 11.37 rut to the point or curva ture ot . curve coneave to the Northeast; thenet
Northwesterly alon( the are ot said curve havlnr a radius or lIS.21 teet and. central ancle or
16'00'00",. distance 0151.'74 reet to the potnt or reverse curvature or. turve concave to the
Southwest; thence Northwesterly alonf the arc or said curn hav(ne a radius ot 150.28 reet and
. central anile or 16"00'00", . distance ot 41.97 hetl thence due Wut, I distance 01 $1,39 rut
to the point or curvature of a curve coneave to the SoutheutJ thence Southwesterly alone the
atc or Slid curve havlnf I radius or 256.70 teet and a central.nele or 12~O'OO", . distance or
56.0 feet to the point or reverse curvature 01 . curve conclve to the NorthwestJ thence
Southwesterly alone the arc of said curve hav(ni I radius 01 291.70 teet and a central anile or
12')0'00", a distance 01 &3.54 teet. thence due West, a distance or 124.15 teet, thence South
7')7'00" West, I dl'tan~. or 112.49 reet to the POINT ,OF BEGINNING atoredescrlbed.
. '
iSUBMERGED LAND P ARea
A parcel or submerced !!!1d l)'!r.r In the ,':aters or Lake Worth, In SectIon 15 Township.5
South, Rance 43 Eut, Palm Beach County, Florida, and- 1)'ln( Easterly 01 L;ts 16, n 'i\~
1', Sam Brown, Jr." Hypoluxo SUbdlvblon, accordln( to the Plat thereof u recorded In
Plat Book 1 at Part 11 ol the Public Record.! o[ Palm Beach County, Florida; said pareel or
submeried land belnr specltlcally descrIbed as toUowsa ·
. I ,.
From, the Southwest corner or said Section 15, run due Eut, alon( the South Une or said
Section 15, . distinCt of 519.25 teet to the East rtlht-ot-wa)' Un. of U.S. H1Shway No. 1i
thence con tlnut dut ElSt alonr saId Section line And the South Une ot .sald Lot II .
dlstanct of 118.00 rut to the Mean RI(h Water Lrnt ot" Lake Worth and the PoInt' or
SerrnnrniJ thence eontlnue due East, alone said Section line, a dIstanc. 01 339.3~ rut to
.the Bulkhead)ln. ot the City of Boynton Such. as now exbtln, and shown on A map
enUtled Bulkhead LIne Clly of Boynton Bueh, Florid., September 19S6, Identified by the
Inscrtptlon or R-SS-OOS, thence North 4-01'36" Ent, alon( said BuUchead Line, a dlstanct of
526.38 (eet to the Intersection thereot with the Easterly exten.tlon of the North line ot said
Lot 181 thence North U'$8'OO" !'lut, . dbtanee or U2.92 r.it to tht Mean Hlrh Wat,"
Une, thence South 13'1"Si"West, atone uld Mean Hrlh Wlter LIne, . dlstanct 01 531."
(eet to the PoInt of Serlnnlnr, LESS AU land. contained within thl I1at 01 VIA LAOO, If
reeordc~ In PLat Book 31, Pa,e 135, Publlo IhcordJ 0(. P.1m B~tch County, Florida.
.
Page ? ~f 3
'.
EXHIBIT "A"
SOU11iERN PARCEL
Tb.e Nil:! ot that part of the Morth 314.74 teetot GovetnDent'Lot 2 in Section ~,
tounsh1p 45 South, Range 43 East, ~y1n; tlst ot the rlorida ~ast ~oast RAilvty ~19ht ot
May, txctnING thuefrom the 119ht ot Way of u.s. H19hvay No. 1, ~ogether ~tb aU
rl~rla.n r1;hts appurtenant. thereto.
Als~'~~;~r1b~d as.
Lots 1 throu;h 2e, inclusive and tbe )(1/2 of Lot ~, ot I>>J; VII.LAGC, accord1n9 to the
Pl.~ ~ereof recorded it. Plat Boot. 21, page 18, Public Records of Pal. Belch County,
r19rlda.
"
,.
~
..
~
'%o/1~th~r \11th a pueel of submtrged land in Lake Worth 1n Section 22, Township U
SouCh, l~ge 43 East, Pal~ Beach County, rlorida, more plrtlcularly d!scrib~d as
follovsl
S./11M1ng at. the point ot 1nursec:t1on of the Horth line ot UJct y:nJ...AG~ vith the h19h
WOlt.er line on the \lest.~rly shore of La),e Vorth accordin9 to th~ Plat of sdd 1m .
VII.U.GE, recorded 1n Plat Book 21, paqe 18, Public Records ot Pdr Beach County, I
Florida, said point being South !9 deqrees, ~s a1nutes 0a seconds Cast, a distance of
.1,125 teet troll the easterly right of vay line of Stat.e RoaeS.'lIo. S (U.S. Highway No.1)
at;cording t.o said Plat of UXZ.~: thence South e7 de9ress, 85 IDinutts~ era seconds
Wes~. along sa1d high ~ater line. a dist&nce of lS7.'~ teet to a point in a tiDe 151.3'
te~t south ot and parallel to tJ\e Nonh line of said :t...'Ja: V1lJ.).G!:; thenc! South 8'
degrees, 25 a1nu~s, 00 seconds Cast, 31on9 said parallel line, a distance 9f 325.6
feet., more or less, to a point in the City of 8oynton Seach Bulkhead Line, utabl1shed
by Ord1n~ce Mo. ~8', November 1', 1'56, said point being 1n the arc ot ~ curve eonc~ve
to ~c ta~t. having a rad1us of 1,132.e1 feet and & e~ntral angle of es de~real, 12
,1l1nutcs, 33 seconds; thence Hortherly and Northeasterly don9 the arc. of said curve &
distance of 151." feet to a po1nt 1n the tasterly projectIon of the North-line of said
lJUCC ~: thence North 8' degrees, 25 alnutes. 00 seconds West, al~n9 said tasterly
projection of the North l1ne of said LAr.E VIlLAGr, & d1stance of 311.7 feet, DOre or
less, to the Point. of Be9innin9.
Page 3 of 3
~ '.~
.' f
10/20197
10121197
10/22/91
10r..Jm
Jor...!m
REAL ESTATE PURCH~SE AND SAL~ CONTRACT . . >(f> ~ ~
. ' (V Ia Lago Property) ;/9.-1'1>.tHL ;f' W tJ... we,ul>'f /:, B &.
THIS REAL ESTATE PURCHASE AND SALF~TR..A..CT ("Contract") is entered into \
by and ben.veen K. W. BROWN ,INVESTME_NTS, INC.~; - ~.- FEDERAL HWY, BOCA RATON, FL.
(hereinafter referred to as "Seller") and Olen 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 rerms 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 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 ~ave therpeanings 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 Seiler (as
applicable), directly or indir~ctly 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 sa~isfied as provided in this ~ontrac~, and (z)
the date that is thirty (30) days after the dat'e that Purchaser rece'ives all require~ Governmental
Approval provided in Miele 7. Seller shall provide Purchaser with not less than ten (10) days prior
wrinen 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 Earnest Money Deposit, the Second
Eamest Money Deposit and the Tqird,Earnest MOf\ey Deposit provided in Miele ~ and',elsewhere
in this Contract. -'.; "
(f) "Effective Date" means that date on which the last of either the Purchaser or the Seller J i1
executed this Contract. ~...., ~i
. (g) "Escrow Agent" means the law firm of:),CJtd,.,.att...~,,, 'd ~
....S~,J ~It,..c.rftd ..
(h) "Governmental Approvals" means the permits and approvals set forth aI1d1or
referenced in Miele 7 of this Contract.
SEVENTY
-0) "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.
, U) "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 (SO)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 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 limited to, all
building improvements and structures located on the Land, if any, and without limitation, ~y rights,
title, and interes~ of Seller in and to any adjacent roads, all~ys, rights-of-way, easements, riparian
rights, or other appurtenances benefitting the Land, The legal description of the Land is subject to
confirmation by the Surveyor.
(m) "Purchaser" shall be the party(s) set forth in the Preamble as Purchaser and its
permitted assignees and designees pursuant to Section 14.12hereof.
(n) "Pl-ll"chase Price" means the total consideration to be paid by Purchaser to Seller for
the p~hase of th,; Property as determined pursuant to Article 3 hereof.
2
(0) "Regulation" means any statute, regulation, decree, code, ordinance, rule or bw of
any city, county, st.:J.te or federal government or governmental agency.
(p) "Seller" shall be the pany(s) set forth in the Preamble as Seller,
\ (q) "Survey': me~s the survey of the Properry prepared:by the Surveyor in accordance 1~
with the terms and provisions of Section 4,1 (b) he:-eof.,
(r) "S urveyor" 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 Property
is situated, and approved by Purchaser and the Title Agent.
A
~
!?Li.Jrr;:Nsc...I; H /J It P<<!1, IfF)t v>-IJiJ
j1. (t) "Title Commitment" means the Ovvner's Title Commitment issued by ~~
TJ-~ m.$. j::v~D' ........ , ~
in accordance with the terms and provisions of Section 4,1 hereof.
(s). "Title Agent" means the law firm of
~ 6LoAN, tHII/lT'dl1lt>
(u)
"Title Policy" means the "Ovvner's Title Policy" issued by' fJTI F
:!U
", in accordance with the terms and provisions of Section 4.1 hereof.
(v)
"Undenvriter" means ATTORNEYS' TInE INSUR.ANCE FUND, INe.
ARTICLE 3
PURCHASE PRlCE
:*~~-B~~t~;~"i~i~t~;A~;~;~~1;,~~~~i~~~;~~~~l~f~i1~~~~~~1~~j;;;j~~~~1t~~~i~W~J~~
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., 7
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Earnest Monev Deposits.
(a) Initial Earnest Monev Deoosit. Upon Purchaser's execution and subminal or this
Contract, Purchaser shall deposit the sum of ("Initial Earnest Money Deposif') with
Escrow Agent to be placed into an interest-bearing account '.Vith 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 ~aners provided
in Section 7.1 of this Contract wlthin 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 escrow account.
The Second Earnest Money Deposit shall be disbursed in the exact same manner as th,e Initial
Earnest Money Deposit provided in subparagraph (a) above.
(c) Tnird EarneSt Monev Deoosit. Upon Purchaser's request foraiic(Seller's approval of
an additional sixty (60) day period to obtain the Governmental Approvals as provided for in Section
7.4, Purchaser shall, wlthin three (3) Business Days a..=r.er such additio~ time period approval by
Seller, deposit the swn of , '11llrd Earnest Money Deposit") with'Escrow Agent to be placed
into an interest-bearing escrow account. The Tnird Eamest Money Deposit shall be disbursed in the
exact same manner as the Earnest Money Deposits provided in sub-paragraphs (a) and (b) above,
3,3 Pavrnent of Purchase Price at Closing, Purchasersha:ll deposit the swn of
by w.:.re trdlsfer 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,
A
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,
ARTICLE 4
CONDITION OF TITLE
4.] Condition of Title.
(a) Seller represents and warrants that it OV.,ITlS good, insurable and marketable fee simple
.title ~o the Property, Seller shall not, at an~ tirr:e after \he E'tTecti ve Date, convey\the ~roperty or 'any
portion thereof or place or permit any Title Exceptions to affect the Property unless the prior VrTinen
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 wiVlin t,hirty (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 pndervvriter 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 Undervvriter to issue the Title Policy on currently approved AL T A form B
Owner's Marketability Policy Forms (the "Title Polici') 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 -withins IXTY (60 liays after,
the Effective Date the material set forth in (i) hereinbelow.
(i) ~ current survey ("Sw-vey") of the Property ,showing the legal description, the
si te area, the exact location of any encroachments, easements, area of rights-of-way, and all other
maners pertaining to the Property which are normally shovm on detailed topographical and boundary
sw-veys, and othervvise prepared in accordance with the minimum technical standards containe'd in
Chapter 61 G 17 -6, Florida Administrative Code and the minimwn. standard detail requirements
'adopted by the American Land Title Association for urban sw-veys (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. I hereof shall be
extended for one day for each day that the Seller does not timely deliver to Purchaser the pro fonna
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 afte~ Purchaser's
receipt of th~ last to be' received of'the Survey ~r Title Commitment. . En~roachmen'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 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 follo'W1ng
the expiJ:ation of such period, to: (i) give Seller such additional time to do so as Seller may requesI,
(ii) waive Purchaser's objections andlor 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 here,i~ s~al} _be ._~~te_n~ed 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 s"J.ch 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 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 provid~ "gap" coverage, and shall pay all insurance premiwns 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
witb 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
REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS OF SELLER
5,) Representations and Warranties of Seller.
,
\
'p
. , , ., -l
F orlhe putpose 9f inducing }\urchaser to enter lnto. this ~ontract anti to consU1TlI1)ate 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
reseI\lations, 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 there is no condition existing with respect to the
Property, or any part thereof, which violates any regulations relating to zoning and 1and 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 v.rith 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 D,S. Highway No. 1.
(e) Seller has not received actual and/or v-mtten 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 landoVmers 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 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 knO\VI1, unknown,
accrued, absolute, contingent or otherwise) outstanding as ofine Closing Date which wo\11d interfere
with or prevent Seller's ability to close the subject 'transactio~ pursuant to the terms and provisions
of this Contract.
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(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 whi~h Seller i.s a parry or by yvhich Seller or Sel.ler'~ P~op~~ is bo~d, and applicablr, r~gulation,
or anYJudgment; order or d'egre~ of any court havmg ]unsdlctlon over- Seller or the Property; except
as provided in Section 13.
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(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 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 knowledge there are nO' and have
never been any hazardous wastes on the Property. Seller shall provict Purchaser with true, correct
and complete copies of all environmental repom 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,
regardless of whether or not it knew of such condition may either elect to remove or othemise
remedy such condition, at its sole expense and pay for such remediation prior to closing, or, elect
not to cure to othef\.Vise 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) w3jve its rights concerning \his Section and proceed to Closing in which
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event it shall take the Property subject to the hazardous waste condition and be responsible for its
8
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remedy at its $DIe cost, and Seller shall have no further responsibility or liability 'Nith 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 Iimit..;.tion, attorneys' fees), arising or resultinO' from, or suffered.
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, sustained or inc~ed by Purchase-r (direct 'pr indi\ect) of the truth or~ inac~racy 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 Agreements of Seller.
Sel1er 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 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 improvem'ents thereon, or create or permit to exist any lien, encumbrance, or
charge thereof which would prevent Seller from complying with the terms of this Contract.
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 vmting 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 t1\ereon and any personalty therein, if any, 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
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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
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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.
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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 Ri~hts.
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 roa9way traffic
capacity, concurrency availability, land use and zoning approvals, development agreements,
Inter16cal agreements and other such matters as Purchaser may deem necessary \.Vitbin its sole
discretion. Seller shall also advise Purchaser during this time of any latent defects or characteristics
of the property ofwruch it has knowledge. Purchaser shall have the right in its sole discretion and
for at 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 v.rriting 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 vmtten 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 noh-refundable except as provided in Section 7.2~: ", '
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Purchaser shall have the right to choose inspection agencies, inspection personnel and the
like vvithin 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 vrriting 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 10 the time periods as otherurise set forth herein. Further, d~ring
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., the term of this Contract, Purchaser shall have the nght 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 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 of or greater)
concerning its inspections as set forth herein and shall provide the Seller \.>vith a copy of a certificate
from the insurance company demonstrating sa.me and showing Seller as an additional insured.
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Governmental Aporovals Contingencv,
,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
(I-IDR) 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 Dishict" '-"-~;:---- , ----, ,-- ~ -
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,
PurchdSer shall have the time period provided in Section 7.3 and 7.4 in which to obtain <3.11 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 irnrnediate'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
Governmental Approvals and agrees to execute any all documents necebary to procure such
Governmental Approvals, In the event that Purchaser terminates Hils Contract, and simultaneously
v:lt"I receipt by Purchaser of its refillldable 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 Purchaser during its due diligence inspections "'and governmental approval
participation with the Property, together \-'lith an assignment of all permits, Governmental Approvals,
etc, obtained by Purchaser pursuant to this .-\rticIe 7, if any:
. Purchaser shall be \ resPSlllsible for obt.a.inin~ the following Governmental Approvals at
Purchaser's sole ~ost and expense, for the Property liste~ in dauses (i) through (v) below prior to and
as a condition of the Closing,
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Purchaser shall sub-=:t all Governmental A rrrova! application materials to Seller for Seller's
review prior to submittal" government agencies. Seller's appro', shall not be unre,,:sonilbJy
withheld or.derayed.';'~ ., - .. ---... -, _.- .--... ..
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Seller and Purchaser shall keep each other informed in vvriting of the status of all such
Governmental Approvals and shall provide copies of all documents filed, delivered or receiv~d 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 pany shall have fifteen (I 5) days fqom the receipt of the last thereof,
to accept or reject, in each party's sole discretion, the con~itions and requirement of the
Governmental Approvals. Iftbe Govemmental Approvals are not timely obtained by the responsible
pa.rty as set forth in Section 7.3 below, or if the approving party rej ects any of the Governme.ntal
Approvals as set forth herein, Purchaser may terminate this Contra~t, the panies shall be released
of furLl:1er liability hereunder, and the Deposits and all interest earned thereon shall be returned to
Purchaser.
7,3
Timing: for Governmental Approval Process,
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P1hchaser shalt. have completed the Govemmental App;oval process provided for in Sectibn
7,2 above on or before . Purchaser shall submit a complete application for all
Governmental Approvals required for the Property to City, County, SFwlviD and all other
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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 docmnents."
(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.
I~
(c) If ?-II 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
I
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 t.~e subject of a condemnation proceeding, unless
Purchaser waives this condition and elects ~o close ~ provided in Miele 10 hereof. Ii
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(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 aJj appeal
and ch;J.lIenge per:iods for all such Govemm~ntal Approvals have expi~ed withou~ any appe~ls of
challenges being filed. It' \ ' , I 'I \
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 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 ,=rermination 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 of a controversy
between Seller and Purchaser, Escrow Agent may, vvithout 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)imd"shall recover reasonable attorneys fees and costs incurred due to such interpleader
action.
ARTICLE 8
CONDITION PRECEDENT TO SELLER'S PERFOR.\1ANCE
8. I pefonnance of Purchaser's DeDosit Obli\?ations,
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 DeDosit 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 obli2ations hereundei, one to the other. .
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ARTICLE 9
THE CLOSING
9,1 Date and Place of Closin~.
I The Closing ,hereunder,shall take place at a location mutually agreeable to,Purchar;er and
~ \ Seller w1thin Palm Beach County, Florida, or by Courier and/or Federal Express witn transrilinal 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.
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9.2 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver to Escrow Agent each of the folloVvlng
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 Se-ction Ch'
1445(e)(3) of the Internal Revenue Code.
(iii) Any affidavits, instruments, corporate documents, resolutions and other
.." documents required by the Undernrriter 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. I
(vi) A full release of all monetary encwnbrances against the Property',
(vii) A closing statement in form and content satisfactory to Purchaser and Seller.
(viii) \ such other additional docUments and instruments required h~reby or which
1
Purchaser's counsel and Seller's cOllilsel may mutually determine are necessary to the proper
consummation of this transaction, including, but not limited to, assignment of all development
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rights, agreements and other interest of Seller in the Property. This provision shall sUli'ive the
Closing.
Purchaser mIl review and approve all closing docwnents submined by Seller within ten (I 0)
days of receipt of such documents from Seller.
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(b) " Purchaser, At tJ1e Closing, Purchaser shall deliver to Escro~ 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 fonn 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.bf Seller in the Property. This provision shall survive the Closing.
9.3 Prorations and Adiustments at Closing.
Nornrithstanding 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 \ViII 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 knO\.VI1, 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, installments or othenvise, 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 of Closing,
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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 anorneys' fees; (ii) all costs necessary to
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clear title to the Property pursuant to Article 4.1 (iii) transfer, state and documentary 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 anomeys fees, (iii) any and all costs of inspections
studies, surveys, etc, ordered by P4rchaser; and (vi) survey of the P,roperry.
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ARTICLE 10
D EF A UL TS AND REMED rES
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10.1 Seller's Defaults: Purchaser's Remedies.
(a) Seller's Defaults. Seller shall be deemed to be 1n 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 accrue.d interest
thereon.
(ii) Enforce specific performance of this Contract against Seller.
I
Notwi*ding 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,
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lO.2 Purchaser's Default: Seller's Femedies.
(a) Purch3ser's Default. Purchaser shall be deemed to be in default hereunder if
Purchaser fails to perform, or othei\l;'ise bre3.ches, any of the terms, conditions, covenants, or
obligations applicabl~ to it, or, at the ,Closing fails to deliver any of the items specified in Section
9.2(b) hereof for any;, reason ,other tl\an (i) a default ,by tl)e Sd!er hereun'der, ~ii0 failure ?f any.
cElndition precedent to Purchaser's obligations to occur~or (iii) termination oftheiContract prior to
Closing.
(b) Seller's Remedv. 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.
ART! CLE 11
BROKER~GE COMMISSIONS
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ARTICLE 12
CONDEMNA nON
12,1 Condemnation.
In the eveI)t all of the Property shall be, taken or threatened to be tp.k.en prior ,to c;losing by
eminent domain, oondemnatlon, compulsory 'a~quisifion, or similar proceeding by any 20m'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 purpose, 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.
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14.2 Radon Gas Disclosure.
Pursuant to Section 404,056(8), Florida Statutes (1988), the follomng notification regarding
radon gas is hereby made, and-I all .parties exec~ting this Agreement ack.;lowledge r.~ceipt ?f this
notification:: .; . I :
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. "Radon Gas: Radon is~a naturally occurring ra~ioactive g~as that, when it has_
accumulated in a building in sufficient qU211tities, 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
Wli 1. "
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
ofthe_clate oftms Agreement. The risk ofloss of the Property shall be the Seller's sole risk.
14.4 Caotions.
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 provi~ions_ ~er~of.
14.5 Number and Gender of Words.
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, When~ver herein L1e,~in.gular number is used, the same shall include the plural where'
appropriate, and words of any gender shall include each other gender where appropriate.
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14.6 otlces.
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 nationally recognized courier service,
(iii) on the date of delivery if by hand delivery, or (iv) on the date of transmission mth receipt
coniinnation if sent by telecopy. addressed as follows:
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If to Purchaser:
Glen Residential Realty Corp.
Coral Ridge Drive
Coral Springs, Florida 33071
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With a copy to:'
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If to Seller:
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With a copy to:
and
If to Escrow Agent:
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Any party may change its address for notices by sending a wriuen notice in accordance with
the terms of this Section 1l.: q 'which notice shall only be effective upon receipt. Tne aUorneys for
each of the parties may send notices on behalf of such parties,
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14.7 Goveming~Law and Venue. \
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The law~ 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.
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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
supplemented only by an instrument in v.-TIting executed by the pany against whom enforcement is
sought.
14.9 ~-Severabilitv_
If any provisions of this Contract are held to be illegal, invalid, or unenfoI:c~?-ble 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 ooenforceable 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.
14.1d Survival ofRenresentations and Warranties.
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Except as may be otherv.-ise provided herein, no representations and warranties set forth in
this Contract shall be continuing or shall sUfy'ive the Closing,
14.11 Multiole COllilterparts,
This 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:;:ount for more than one COUI1terpart, Ii
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14 .12Assi~nrnent.
Tnis Contract shall be assignable by Purchaser ~ith the prior written approval of Seller with
such approval not to be unreasonably ~ithhe]d, except that Seller's approval shall not be required
to an Afi;jliate of Pt,lrchase.r, or for a designation from Purchaser to convey ti~)e iO a desjgne~ at
Clo'sing, ' '. . . . : . ~
14.13 Further Acts and Relationship,
(a) 'In addition to .the acts and deeds recited herein and contemplated and perfonned,
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 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
relatio'nship of buyer and seller of real property as set forth in this Contract.
14.13 Attornev's Fees.
In connection with any litigation relating tothls 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 'with the terms and conditions 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 mutu.ally 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 \.Vith the clerk of the circuit court having
jurisdiction of the dispute. Upon notifying all parties concerned of such action, all liability on the
part of Escrow Agent shall fully terminate, except to the extent of accounting for any items
previously de1iv~red out of escrow. Any ~tion between Purchaser and Seller where Escrow Agent
is made a,partyl,because of acting as Esa,?w Agent ~ereunder, or in any actio~ 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
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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 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 with respect to this Contract.
14.17 Parties Bound.
This Contract shall be binding upon and inure to L~e benefit of Seller and Purchaser and their
respective Successors and assignees.
14,18
E ~.
xecutlOn.
_ -Unless this Contract is executed by both Purchaser and Seller or before
the offer to Contract shall be null and void.
. 1997,
"IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and
year fIrst above written.
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\VITNESSES:
PURCHA.SER:
By:
Its:
II J~1/17
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OLEN RESI
NEVADA CO
#~tY~
Date:
[pLEASE CONTfNlJE TO ~'"EXT PAGE]
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CERI HIWPOOCS\cAMPBELLWIA.LAGOIPURCHASEAGR./OZI
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SELLER: ~
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By:
Its:
Date:
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ESCROW AGENT:
By:
Its:
By:
Date:
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JAN 1 5 1997 -
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LEGAL DESCRIPTION
Th~ South '51.31' 06 th~ No~th 314.14' 0& Gov~~nmtnt Lot 2, lyLn~ Ea~t
06 flo~ida Ea~t Coa~t ~lghL-o'-WdY dnd u.S. Highway No. , ~lght-o&-way,
and lESS th~ No~Lh 131.31' 0& th~ W~~t 300' 06 the abov~ dtA~~lb~d p~op
e~ty in S~ctlon 22, ToW"~hlp 4S South, Rang~ 43 EaAt, lAKE VILLAGE, City
a' Bo ynto n B tadt, ac.c.o~dlng to .t.h t pl.at th tlu.o.6 aU ~tc.oJr.dtd in Plat 80 o~
21, p~gt 'a, Pal.m Beac.h County Public. Rec.o~dA; ANV A t~aat 0' Land in
Lakt Wo~th In Sectlon 22, TownAhlp 4S South, Range 43 EaAt, Palm B~ac.h
County, Flotlda, moAt pa~tic.uLa~ly d~AC.Jr.lb~d 4~ 60lloWA: 8e.glnnlng at
the. inte~A~c.tlon 0& .tll~ South line 06 lake. Village and the e.D..Atod.y
~lght-06-way llne 06 state Road No.5 (U.S. Highway No. J) ac.c.o~ding .to
the plat thtJr.t06 a4 Jr.tcOAde.d In Plat Book f' page ", Palm Be.4C.h
County Public RtcoJr.d4; thence. South 89'25'00' EaAt, along the. South
tine 06 Aald Lake. Vlllage, a di!tance. 06 991' to a point in the. high
t~a.te.ll line. on tit e WtA tt~ly A hOllt 0 & Lakt WoJr.tlt; tit tnat t!o ntlnue. ta..IJ te.~lJl
along the Aamt cou~Ae., a dlAtanc.t 06 35~.'2' to a point In tht City 06
Boynton 8tac.~ 8ul~htad ~lne.~ tAtabllAhe.d by OJr.dl~anet No. 2891 NovembtJr.
'9, 19S6, Aa~d po~nt bt~"g ~n tht aJr.e 06 a C!.u~ve. concave. to th~ Ea~t
hav.ing a IUldiu6 0& 1132.01' and a ce.ftt~at angle. 065'13'01"; the.nct
~o~thWe.Ate.Aly and nOJr.the~ly along. tht aAc 0' Aald cu~ve. and Aald City
0& 80ynton Beach 8ulkh~ad Line, 4 dlAtanct 0& 151.161 to a polnt In a
lint 151.31' NOJr.th 0& and pa~alle.t to the. South lint 0& Aald Lake. Vil-
lage; th~nct NOJr.th 89-25'00" WtAt, aLong ~ald p4~allet line, a diAtance.
06315.6" to a point in the. a60Jr.eAaLd h~fth wate.Jr.' tint on' tnt.weAte.~ly
6ho~t 04 Laht Wo~th; thenc.e. South 1'05'001 WtAt, aloftg Aald high watfJr.
lint, a diAtaftC~ 04 151.75' to the. point 0& 8e.glnnlng.
AND
That oertain. port of the Sout.h half (9 l/~) of the Uorth
l14.14,f88\: of Government Lot. 'fwo (2) in Sdotlon 22,
Township "5 South, l\(1n90 43 Eoat, 1ylny ond belnC] Enot.
o ( the 'F. E'. 0. Itnl1wny r iC]ht-of-wny and more llnrticulol: ly
described aa follows,
beg Inn'lng at a monument:. on the East:. 11ne of the U. s. 'tli9hwny
.tro. 1 aD 'originally located an.. at:. the Interoeqt.lon thereof
'wlt.h the North lIne of Bald Seotion 22, which "'onullu~l\t is
,',172 .'O~ feet Eosl of .ule' Northweot oornBr~ of. sald Section' 22 r
'fhence rUnnln~ Southerly niOl\9 tho t::nat boundary llno of: sRld
u.s. 1I19hway No.1, n ~Hatance of 150."11 feet, to n point,
",hlch io the point of beC}lnnlnCJJ Thence runnlnq Southo(ly
alon9 the Eoul:. boundary line of U.S. IIICjhwllY No.1, ao
oa:191nally located, a diutance of IJO.59 feet to n point,
Thence running Eaat. .on a line (lorallel to the Noa:th boundary
lIne of Baid Section 22, a tUstance of JOO feet:. to n point,
'rhence running Northerly on n line parallel \:0 tlu~ East line
~.L.Ju\J..d.JJ.&.S.~. IIIC}hwny No.1, a distance of 138.59 feet to a
point, "Iumce runnlnq Westerly on JI 1J.ne l'ora1101 to the .
lIorth boundary lIne 'of aald Section 22, to the Itolnt of Uegil1nlutj.
1'lut foreC}olu9 defacr Ibed Ill-emlaes beltHJ ~he West 300 fee t, 1 y 1119
Eost:. of U.S. 1I1yhway No.1, aa orlylnally locnted, of tho North
117.37 feet of t.he South 151.)"1 feet of the North 31"- 14 f~et of
Government Lot. 2, In Section 22, "ownshlp -45 South 0 f Itnn90 "J
East, lyIng Eosl:. of the F. E. C, I\atlway rlCjht-ol-wny, LESS
the additIonal rIght-of-way for (U.S, Ul9hwoy No. 1) (9. It. No. S,),
ao shown in noad l'1 D t lJook J,. on paye 12 f "ub1lc l\ecol'dU 0 f I'alll,
,neach Count.y, FloIl.da.
^lBO desoribed DS all or a po~tlon ora Lota 39 to ~l,
lnolusive and the East. 20.59 feot. of Lot.e 42 'Dud "J.nnd Loto
4.".to 46, inolusive, 1es8 the South 20 feet of Lako Vlllnge,
~J~~ Dook 21. Pa~e 10. "
LESS. That:. lJortlon conveyed to 9to~e of Floridn In Spoclal,
'...,ar\"nnty beed .flled of record J\uy '21, 19(;1 in o(riclll!
nscord book 651, P0ge 524, l'ub11c Itocords of "nllll Uench County,
Florida.
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DEPARTMENT OF DEVELOPMENT
Division of Planning and Zoning
Bulent I. Kastarlak, NCARB
Director
Building
Planning & Zoning
Engineering
Occupational License
Community Redevelopment
September 30, 1998
Mr. Jan Hansen
Glen Residential Realty Corp.
1062 Coral Ridge Drive
Coral Springs, FL 33071
Dear Jan:
I have reviewed your request for modifications to the site plan approved as Banyan Cove, and
concur that said changes are minor, as justified in your letter dated September 23, 1998, and
therefore, can be processed administratively through the permit process. I would also add to your
list of justifications, the benefit to the project of relocating 3 of the 4 parking spaces (displaced
by the proposed golf/cart storage building) near building #9. These 3 spaces will partially
replenish the spaces lost when building #9 was shifted following site plan approval, westward
away from the waterfront. There is a $100.00 fee associated with this minor modification which
is above the permit fee.
If any further information is needed please do not hesitate to contact our staff to assist you.
Very truly yours,
~~L-. 7~
Michael W. Rumpf
Acting Director of Planning and Zoning
MWR:dim
IICH\MAINISHRDA T A IPlanninglSHARED\ WPlPROJECTSlBanyan CovelMinor Mod letter,doc
America's Gateway to tlte Gulfstream
100 East Boynton Beach Blvd., P.O. Box 310 Boynton Beach. Florida 33425-0310 Phone: (561) 375-6260 FAX: (561) 375-6259
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ZONING DEPT.
September 23, 1998
Mr. Michael W. Rumpf
Planning Director
City of Boynton Beach
100 E. Boynton Beach Blvd.
Boynton Beach, FI. 33425-0310
RE: Banyan Cove (a1k1a Manatee Bay)
Site Plan Modifications - Administrative 1 Minor changes
Dear Michael;
By this letter (with attached exhibit) I am confirming our request for tYJO (2) minor site plan modifications
to the approved plan for the Banyan Cove (now Manatee Bay) Apartment community. The first requested
modification (M #1) is for the placement of a golfl cart storage building, approximately 20 x 30' in size, and
generally located 20' (min) from the south property line and 400' westward of the east property line (see
attached site plan). This building will provide for the overnight securing and charging of up to 3 golf carts
and nominal dry storage (hurricane shutters, patio furniture etc.. The building will be of CBS construction
and will conform aesthetically to the apartment units (color, roofing, etc.) The second modification (M #2)
is for the simple "swapping" of 2 elements of the pool cabana building; specifically, the spaltrellis would
move to the south side of the pool and the cabana building would move to the north side of the pool, where
the spa/trellis was originally located. (See attached exhibit)
In affirming this request, we have taken into account the following questions 1 criteria:
Q, 1. Does the modification increase the build able square footage of the development by more than
five(5) percent?
M #1 No, the ancillary storage building will be approximately 600 sq. ft. or 0.25% of the 240,500 +/- sq.ft.
total project.
M #2 No, there is no increase in buildable square footage.
Q, 2. Does the modification reduce the provided number of parking spaces below the required number
spaces?
M #1 No, 4 spaces will be added to replace the 4 spaces underlying the golf cart / storage building area.
M #2 There is no reduction in parking resulting from this change.
A, 3. Does the modification cause the development to be below the development standards for the zoning
district in which it is located or other applicable standards in the Land Development Regulations?
M #1 No, the development standards for the project will remain unchanged (as approved)
M #2 No, the development standards will remain unchanged.
Q, 4. Does the modification have an adverse effect on adjacent or nearby property or reduce required
physical buffers, such as fences, trees, or hedges?
M #1 No, the 20'( approved) southern berm / landscape planting area will provide screening / separations
for the trailer park on the south property line.
M #2 No, the pool cabana area is as proposed except for requested "swapping of elements".
1062 Coral Ridge Drive. Coral Springs, Florida 33071
(954) 340-4904 · Fax (954) 344-4608
Page 2 of 2
September 23, 1998
Mr. Rumph
Q,5. Does the modification adversely affect the elevation design of the structure or reduce the overall
design of the structure below the standards stated in the community design plan?
M #1 No, the addition of the storage buUding will have no impacts on the 16 apartment units since the
building is a free standing unit installed across the adjoining driveway / parking lot.
M #2 No, except as requested.
Q, 6. Does the modified development meet the concurrency requirements of the Boynton Beach
Comprehensive Plan?
M #1 There is no additional traffIC associated with the golf /eart storage building.
M #2 There is no additional traffic associated with the pool cabana building location changes.
Q, 7. Does the modification alter the site layout so that the modified site plan does not resemble the
approved site plan?
M #1 No, the locations of the golf storage building has been sited to minimize any potential impacts; no
impact on the site layout is expected.
M #2 No, this change has no adverse aesthetic impact.
We believe that the golfl cart storage building is clearly ancillary to the approved multi-family use and the
site plan, as approved, and 'He have endeavored to maintain the high design standards of the parent
project. The swapping of the pool cabana elements wilt increase the functionality of this amenity.
We thank you for your consideration and assistance in securing this administrative review and approval.
JCHlsk
cc: Project File
BANYAN ~OVE APARTMENT H( tIES
Exterior Paint Colors
IBUILDING COLOR EXTERIOR I
COLOR SCHEME #1
COLOR
05/12/98
~ SPEC. # I
Color Scheme # I
1. Building Color Dormer Brown SW 2050
2. Smooth Stucco over round columns, cornice, raised Westrem Reserve Beige SW 2052
band between floors, inside stairwells, inside patios
3. Fascia Terra Cotta
(to match rooftile)
4. Front Doors, round columns, bands at arches, Coconut Grove SW 2428
bands on windows. smooth stucco over windows
COLOR SCHEME #2
Color Scheme #2
1. Building Color Sombrero SW 2169
2. Smooth Stucco over round columns, cornice, raised Trek Tan SW 2171
band between floors, inside stairwells, inside patios
3. Fascia Terra Cotta
(to match roof tile)
4. Front Doors, round columns, bands at arches, Coconut Grove SW 2428
bands on windows. smooth stucco over windows
COLOR SCHEME #3
Color Scheme #3
1. Building Color Pottery Urn SW 2162
2. Smooth Stucco over round columns, cornice, raised Plaza Buff SW 2164
band between floors, inside stairwells, inside patios
3. Fascia Terra Cotta
(to match roof tile)
4. Front Doors, round columns, bands at arches, Coconut Grove SW 2428
bands on windows. smooth stucco over windows
COLOR SCHEME #4
Color Scheme #4
1. Building Color Tavern Taupe SW 2029
2. Smooth Stucco over round columns, cornice, raised Pavilion Beige SW 2031
band between floors, inside stairwells, inside patios
3. Fascia Terra Cotta
(to match roof tile)
4. Front Doors, round columns, bands at arches, Coconut Grove SW 2428
bands on windows smooth stucco over windows
COLOR SCHEME #5
Color Scheme #5
1. Building Color Oak Creek SW 2176
2. Smooth Stucco over round columns, cornice, raised Carefree Coral SW2178
band between floors, inside stairwells, inside patios
3. Fascia Terra Cotta
(to match roof tile)
4. Front Doors, round columns, bands at arches, Coconut Grove SW 2428
bands on windows. smooth stucco over windows