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APPLICATION t17 0:: UJ Z o U5 en ~ ~ o o ~~ z~ :J \ >- 0 ~ nO ~ :l u. I J.J 0 t'n - 0 "0 1.. a:: L1~ w )0 ~ ~CIl c( o APR-07-19BB. r-'--I;Opm f\e.-fl9099.l; ORP. '5e-.~""e. P9 E'..l; 1 CRD NO: Corporation ROAD Miner Road RIGHT-OF-WAY WARRANTY DEED THIS INDENTURE Made this 11th A.D., 19..lliL. Ma rch day of between Knoll wood Orange Grove. Inc. a corporation existing under the laws of Flori.da - and having its principal place of business at P. O. Box 952. Palm Beach, Florida 33480 hereinafter called the grantor, to PALM BEACH COUNTY. a political subdivision of the State of Florida, hereinafter called the grantee. WITNESSETH: That the grantor, for and in consid~ration of the sum of Ten ($10.00) Dollar,s and other valuable considerations. receipt wh~reof is hereby acknowledged, by these presents does grant, bargain, sell alien, remise, release, convey and confirm unto the grantee, all that certain l<lnd situate In Palm Beach County, Florida, to-wit: DESCRIPTION OF PROPOSED RIGHT-OF-WAY OF MINER ROAD IN SECTION 18, TOWNSHIP 45 SOUTH, 'RANGE 43 EAST LAND DESCRIPTION A STRIP OF LAND 110.00 FEET IN WIDTH FOR PUBLIC ROAD RIGHT-OF- WAY PURPOSES LYING IN SECTION 18, TOWNSHIP 45 SOUTH, RANGE 42 EAST, PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE SOUTH 110.00 FEET OF THE NORTH 158.00 FEET OF THE FOLLOWING DESCRIBED PARCEL: A PARCEL OF LAND BEING THE WEST THREE-QUARTERS (W3/4) OF THE NORTH ONE-HALF (Nt) OF THE NORTHWEST ONE-QUARTER (NW!) OF SECTION 18, TOWNSHIP 45 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA. / THIS CONVEYANCE NOT SUBJECT TO DOCUMENTARY STAMP TAX PURSUANT TO FLA. DEPT. OF REVENUE RULES. 12 B - 4.14 (15) (b) Return to . Land Acquisition , . t H',lton Centre . Alrpor 203 Bldg. #2 - Hoom # f/(1{ P This instru ment prepared By: Richard Graddock, Chief Deputy County Attorney's Office, Palm Beach County P.O. Box 1989 W. Palm Beach, FL 33402 ~trtp. ~;628 pg f'.L. ? . .... TOGETHER with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD, the same in fee simple forever. ANp ihegrantor hereby covenants with said"granteeOO tha'tll: is'''lawfi..illy selze-doob'f'sald land in fee simple; that it has good right and lawful authority to sell and convey said land; that it hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances. IN WITNESS WHEREOF the grantor has caused these presents to be executed in its name, . emLl its corporate seal to be hereunto affixed, by its proper officers thereunto duly authorizedt the day and year first above written. . by Flori~a Law) P~ESIDENT CHARLES PASSANTINO ATTEST: ITS SECRETARY (CORPORA TE SEAL) S"iJ~TE OF 1~t)R).1>~ . , COUf'JTY OF ~~L..m ~~~ ; HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State ;.md County afar esaid to take acknowledgments, personally appeared (' ~nL.-~ (' .:: .17.~~!'ft Ai?; /If CJ wf~ll i<nown to mf! to be the _ President:8All . . h f 'd ed d tl t ~hos ."1'11 A~ 1 '-"'"I j"'~r nn tho corporation nam~d as grantor In t e oregoln~. e ~n la ~ ~' I '1 ac~~ nC\'liled~led .exP,c.Jting t.lle same ,in the presence of ~wo subSCribing Witnesses freely and va untan y under authority duly vested in fhlm by said cqrporatlon and the seal affixed thereto is the true cor- l30rate seal of saiJ corporation. . WITNESS my hand and official seal in the County and State last aforesaid this ---;r?1~ , 19~ /~ day of ~..- '~&uA T RY PUBLIC - My Commission expires: (NOTORIAL SEAL) €9 OFFICIAL SEAL MANLEY H THALER NOlARY Notary PubliC Stalq of Florida SEAL My CommiSSion E"Plre. MMc" 1 " 1Qq1 RECORD VERIFIED PALM BEACH COUNTY, FlA JOHN B. DUNKLE CLERK CIRCUIT COURT MEMORANDUM August 13, 1987 TO: FILE FROM: JAMES J. GOLDEN, SENIOR CITY PLANNER RE: LAWRENCE GROVES CITRUS GLEN Ten copies of the plans and supporting documents for the above land-use amendment applications were transmitted to the Department of Community Affairs on August 8, 1987. These items were mailed return receipt requested. Confirmation of delivery was received on this date (see attached). - I; /."', i! A.,~'-- t. / 'r-".n ,- JAMES J/IGOLDEN '.J JJG:ro Attachment " . SENDER: Complete items 1 and 2 when additional services are desired, and complete items 3 and 4. '. Put your address in the "RETURN TO" space on the reverse side. Failure to do this will prevent this card from being returned to you. The return receipt fee will ~rovide you the name of the person . delivered to and the date of delive7e' For additional fees the ollowing services are available. Consult postmaster for fees and check box as) for additional service'.) requested. 1. 0 Show to whom delivered. date. and addressee's address. 2. 0 Restricted Delivery. 3. rticle;';~f If- /tOO k' 4. ArtiC!i Num~V f (, (15 f[O/(ffJk pr=-rr.._'2 f_ {v 11 11 ",JVl r r /r;J..:F.J\.f l/C~ f /;Vc;2(:'lriA-bF to{A-[ 1/j2}30 ;.'!2{ r: P L )~.:.:. 7 ~K.Ec. CFJ/it=/!..,cF 5. Signature Addressee , 1-/ X Type of Service: o Registered ~ Certified IJ Expres~ Mail Always obtain signature of addressee or agent and DATE DELIVERED. 8. 's Address (ONLY if fee paid) B Insured COD '., ," . HI. PS Form 3811, Feb. 1986 " Nutice of Municipal Annexat ion FROM: City of Boynton Beach, Florida Please be advised by this notification and attached location map, that certain lands have been annexed by BOYNTON BEACH, Florida. Information contained herein is pertinent to the area in question. If additional material is required, please contact the office of: THE CITY PLANNER. Name of Development/Owner: CITRUS GLEN PHASE II/BOYNTON NURSERIES. INr Ordinance i or Special Act of State Legislature: Bill * Effective Date: Area of Subject Property:l,255,399.2 Sq.Ft. 28.82 Acres Estimated Present Population: -0- Estimated Number of Existing Dwelling Units: -0- Estimated Present Residential Density: -0- d.u. Is/acre Zoning: PUD '. Densi ty Allowed: 3.68 d. u. 's/acre Existing Type of Development: Tree Nursery Proposed Type of Development: Planned unit development consisting of 106 zero lot lin€ single-family detached units. *Owner or Petitioner *County Commissioners All City Departments All Utility Compan~es *County Planning, Bldg,Zoni *Area Planning Board *County Tax Assessor Chamber of Commerce Bureau of Census *Secretary of State *Clerk of County Circuit Court to receive copy of ~rdinance *Supervisor of Registratior *State Beverage Department *State Department .of Transporation Attachment Location Map 0-1 Notice of Municipal Annexat ion FROM: City of Boynton Beach, Florida Please be advised by this notification and attached location map, that certain lands have been annexed by BOYNTON BEACH, Florida. Information contained herein is pertinent to the area in question. If additional material is required, please contact the office of: THE CITY PLANNER. Name of Development/Owner: CITRUS GLEN/KNOLLWOOD ORANGE GROVES, INC. Ordinance i 87-45 or Special Act of State Legislature: Bill i Effective Date: December 15, 1987 .. Area of Subject Property: 2,344,990.2 Sq.Ft. 53.60 Acres Estimated Present Population: -0- Estimated Number of Existing Dwelling Units: -0- Estimated Present Residential Density: -0- d.u. Is/acre Zoning: P T1 n. '. Density Allowed: 4.82 (Planned unit Development) d.u. Is/acre Existing Type of Development: Undeveloped, mature citrus grove which is no longer in production. Proposed Type of Development: A 233 single family, patio home unit P.U.D. (L.U.I.=4.00) with a density of 4.35 d.u./acre *Owner or Petitioner *County Commissioners All City Departments *County Planning, Bldg,Zonin All Utility Companies *Area Planning Board Chamber of Commerce *County Tax Assessor Bureau of Census *Secretary of State *Clerk of County Circuit Court to receive copy of prdinance *Supervisor of Registration *State Beverage Department Attachment Location Map *State Department of Transporation D-l LOCATIOf\l fV1l-\f) CITR-US GLEN ANNEXA TION/LAND USE AMENDMENT & REZONING l . 1. I . . d .. .. .._ _.'--._ I . I . ~;;.. H ~,... 71.:11,,, 1\ 471< ~~ ~ -r~- - ., i BZ~ I tr'l( JC; 1 :J. 0 " ~ G-21 \': I - . - , VI" U I · :3 .:3 S ~~~rl~ ~~ =-~ '._~&r , thHB~ I \..-. I.....(~ \.. 1...A .. ~ __ f'- i ~ ~ WT.-J ..L~H hoc S 300" "" ~ \ ,u. ": . /...c ~ ~~. j~~ ' '-1 ';rIA [J Ie 1 "~ ~ IlJl\ 1 ~~~1/9~ r~~- f ~. ~~~ ~ ) ( ! We JU_. J . "~v;-- Aafun ~=( I 1 ~ f", 1) i~ N. Il . nL~J II ~ ~ '- I w.JJJ..J ,-~:I I i \ A'" "U D i' -", I I ~ ~ I I j I I I ; I \ "'V I , I I '"" ~ t.-....WtJ).I7r::L..2.C. /.' ...:... ...-........ .... .- .Q 4rr.~/_~? .j ~ ~ ~ ~ .\ - =;;~ ,~ 5/7/85 :: ~:; ~ ~ ~~ /..~ ':ll: ~-~ ~ . t':' ~~:, ANNEXA TION~ p III !B';jP M -I... 'oJ "'-"-"'/////.""'J /~ rill r I".... 1fJ.?1tiJ ~. -II 1. 'J.J'JJJ.//./././.// .~// llt;rq" ~~ ~/~ /.85 \;_h~~ ~ ~~ ~~ ~ I LUll .! ~'1i I~ \ ~. ,,// 61 18/85 ~" .' "MEI.'~ 1= 1 121 186 ~ RIGHTS-:OF-WAY - TO BE ANNEXED ~~~-1..86 __ -.,.-~ _ c: .. OJ" ~ p:.~.rrl~.P:;~D. - - .e_ '7 T'- 7_-:-:-:._-.____ _ L -----...~----- ~-- --~..- $/3/8-6 ~/3/~~n I ~/~/~o -~~%~ . gD-6rB a ~ <: ~ ~ ~ I ~L ~ ! G~ 0 0 ~,F 1 1 ---J --. .',- l' ,. . #oJ W I L, AI"'" ! ~I rri ... -- - - - - -... .. - - i Q I CZ)' ~~ '7 -- "'VIA./. 'CONGRE LAKE: ExsmIT -A- SUBJECT PROPERTY Lg.sAL DESCRIPTION ~ A PARCEL OF LAND BEING THE WEST THREE-QUARTERS (W.3/4) OF .THE NORTH ONE-HALF (N.l/2) OF THE NORTHWEST ONE QUARTER (N.W.l/4) OF SECTION 18, TCMNSHIP 45 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY;, FLORIDA; LESS, HCMEVER, THE RIGHT OF WAY FOR L.W.D.D. CANAL .L20 BEING THE NORTH 50.00 FEET OF SAID SECTION, AND LESS THE RIGHT OF WAY FOR LAWRENCE ROAD, (AN 80.00 FEET RIGHT OF WAY) ; EXCEPTING THEREFROM, THE WEST 140 FEET OF THE SOUTH 140 FEET OF THE NORTH 248 FEET OF SAID PARCEL. SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS OF WAY RECORD. CONTAINING: 53.60 ACRES , .;. 15 .1 ,- - ~r 'l f / 11 ; r :1 I June 12, 1987 ...-------.--.-. --- ----- ,// CITRUS GLEN OFFSITE ROADWAY 1M .,."p" -~..--- f~ If I ~-~. / ,,/ / 'CA,(./~" ~~ ROSSI AND MALAVASI ENGINEERS. INC. CONSULTING ENGINEERS : l PRE-DESIGN COST ESTIMATE ITEM ESTIMATED UNIT NO. QUANTITIES ITEM DESCRIPTION' . . PRICE AMOUNT MINER ROAD 1-A 4.8 AC. CLEARING & GRUBBING $ 500.00 $ 2,400.00 2-A 14,000 C.Y. FILLING & COMPACTING $ 1.60 $22,400.00 3-A 6,700 S.Y. l 3/4" TYPE "S-l" ASPHALT $ 4.05 $27,135.00 4-A 6,805 S.Y. 8" COMPACTED SHELLROCK BASE $ 4.25 $28,921.25 5-A 6,910 S.Y. 12" STABILIZED SUBGRADE $ 1.60 $11 ,056.00 6-A 3,360 S.Y. 6" STABILIZED SHOULDER $ 1.50 $ 5,040.00 7-A 3,780 L. F. 5 I SIDEWALK $ 7.10 $26,838.00 8-A LUMP SUM ROAD STRIPING $4,000.00 $ 4,000.00 9-A 125,000 S.F. SEED & MULCH $ .02 $ 2,500.00 10-A 240 l. F. 18" R.C.P. $ 22.00 $ 5,280.00 ll-A 470.L.F. 24" C.M.P. $ 26.00 $12,220.00 12-A 7 EA. TYPE "c" INLETS $ 875. 00 . $ 6,125.00 13-A 1 EA. TYPE "I" MANHOLE $1 , 1 00.00 . . $ 1, 1 00. 00 TOTAL ITEMS "A" .. $155,015.25 LAWRENCE ROAD IMPROVEMENTS AT MINOR. ROAD INTERSECTION 1-B LUMP SUM WIDENING EXISTING BRIDGE $4.0,000.00 $40,000.00 2-B 2,480 S.Y. H" TYPE "S-l" ASPHALT OVERLAY $ 3.10 $ 7,688.00 3-8 1,177 S.Y. H" TYPE "5-1" ASPHALT $ 3.75 $ 4,413.75 4-B 1,264 S.Y. 8" COMPACTED SHELLROCK BASE $ 5.25 $ 6,636.00 June 12, 1987 ROSSI AND MALAVASI ENGINEERS. INC. CONSULTlNO ENOINEERS PRE-DESIGN COST ESTIMATE CITRUS GLEN OFFSITE ROADWAY IMPROVEMENTS - MINER ROAD & LAWRENCE ROAD ITEM ESTIMATED UNIT NO. QUANTITIES ITEM DESCRIPTION" . PRICE LAWRENCE ROAD IMPROVEMENTS AT MINER ROAD INTERSECTION (Continued) AMOUNT 5-B 1,351 S.Y. 12" STABILIZED SUBGRADE 6" STABILIZED SHOULDER $ $ $ 1. 75 1. 75 .02 $ 2,364.25 $ 1,886.50 $ 183.40 $ 1,800.00 6-B 1,078S.Y. 9,170 S.F. SEED & MULCH 7-B 8-8 LUMP SUM ROAD STRIPING $ 1,800.00 $64,971 .90 TOTAL OF ITEMS "B" ENGINEERING CONTRACT ADMIN. & CONTINGENCIESw15% $219,987.15 $ 32,990.07 TOTAL -- ITEMS"A" & liB" GRAND TOTAL $252,985.22 CI1RUS GLEN " LEGAL DESCRIPTION A PARCEL OF LAND BEING THE WEST THREE-QUARTERS (W.3/4) OF THE NORTH ONE-HALF (N.l/2) OF THE NORTHWEST ONE-QUARTER (N.W.l/4) OF SECTION 18, TOWNSHIP 45 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA; LESS, HOWEVER, THE RIGHT OF WAY FOR L.W.D.D. CANAL L20, BEING THE NORTH 50.00 FEET OF SAID SECTION, AND LESS THE RIGHT OF WAY FOR LAWRENCE ROAD, (AN 80.00 FEET RIGHT OF WAY); EXCEPTING THEREFROM, THE WEST 140 FEET OF THE SOUTH 140 FEET OF THE NORTH 248 FEET OF SAID PARCEL. SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS OF WAY OF RECORD. CONTAINING: 53.60 ACRES- TOGETHER WITH THAT PORTION OF THE LAKE WORTH DRAINAGE DISTRICT CANAL L-20 RIGHT OF WAY ABUTTINC THE NORTH PROPERTY LINE OF THE ABOVE DESCRIBED SUBJECT PROPERTY AND THAT PORTION OF LAWRENCE ROAD RIGHT OF WAY ABUTTING THE WEST PROPERTY LINE OF THE SUBJECT PROPERTY AND TOGETHER WITH THE WEST 140 FEET OF THE SOUTH 140 FEET OF THE NORTH 248 FEET OF SAID PARCEL. " CITRUS GLEN LEGAL DESCRIPTION A PARCEL OF LAND BEING THE WEST THREE-QUARTERS (W.3/4) OF THE NORTH ONE-HALF (N.l/2) OF THE NORTHWEST ONE-QUARTER (N.W.l/4) OF SECTION 18, TOWNSHIP 45 SOUTH, RANGE 43 EAST. PALM BEACH COUNTY, FLORIDA; LESS, HOWEVER, THE RIGHT OF WAY FOR L.W.D.D. CANAL L20, BEING THE NORTH 50.00 FEET OF SAID SECTION, AND LESS THE RIGHT OF WAY FOR LAWRENCE ROAD, (AN 80.00 FEET RIGHT OF WAY); EXCEPTING THEREFROM, THE WEST 140 FEET OF THE SOUTH 140 FEET OF THE NORTH 248 FEET OF SAID PARCEL. SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS OF WAY OF RECORD. CONTAINING: 53.60 ACRES. TOGETHER WITH THAT PORTION OF THE LAKE WORTH DRAINAGE DISTRICT CANAL L-20 RIGHT OF WAY ABUTTING THE NORTH PROPERTY LINE OF THE ABOVE DESCRIBED SUBJECT PROPERTY AND THAT PORTION OF LAWRENCE ROAD RIGHT OF WAY ABUTTING THE WEST PROPERTY LINE OF THE SUBJECT PROPERTY AND TOGETHER WITH THE WEST 140 FEET OF THE SOUTH 140 FEET OF THE NORTH 248 FEET OF SAID PARCEL. NOTICE OF LAND USE CHANGE NOTICE OF ZONING CHANGE The City of Boynton Beach proposes to change the use of land and rezone the land within the area shown in the map in this advertisement. A public hearing on these proposals will be held before the Planning and Zoning Board on June 23, 1987, at 7:30 p.m. at Boynton Beach City Hall, 120 East Boynton Beach Boulevard, Boynton Beach, Florida. A public hearing on these proposals will also be held before the City Commission on July 21, 1987, at 8:00 p.m., or as soon thereafter as the agenda permits, at Boynton Beach City Hall, 120 East Boynton Beach Boulevard, Boynton Beach, Florida. / 1:- \=:J [""';,J IfllflJ I A~PLICATION NO. 1 -]1 I . . - I ,,..f.::,.,. , APPLICANT: Intracoastal Development, Inc. AGENTS: Michael D. Gordon, c/o Boose, Casey, Cik1in eta al. Enrico Rossi, c/o Rossi and Ma1avasi Engineers, Inc. O'~ER: Knollwood Orange Groves, Inc. PROJECT NAME: Citrus Glen PROPOSED USE: Planned Unit Development consisting of 132 single- family detached zero lot line units and 118 duplex units (250 units total) on a 53.60 acre parcel with a density of 4.66 units per acre and a Land Use In- tensity (LUI) = 4.0 LOCATION: Lawrence Road at Miner Road extended, southeast corner REQUEST:. M1END THE FUTURE LAND USE PLAN CONTAINED IN THE COMPP,EHENSIVE PLAN From - Hedium-Medium High Residential (Palm Beach Count~ To - Low Density Residential (City of Boynton Beach) REZONE: From - AR (Agricultural - Residential) Palm Beach County' To - PUD (Planned Unit Development) City of Boynton Beach .. ..; / + l ._ ~ _"_____.___..____.m_._.:.___....:.._.___...:..____.__~~._~~..;....._~ -..- - -_.~.~_.__.._--- -.---- INTRACOASTAL DEVELOPMENT INC. 70 S. Congress Ave., Suite 201 Delray Beach, FL 33445 March 30, 1987 Planning & Zoning Board City of Boynton Beach Boynton Beach, Florida RE: CITRUS GLEN: Proposed Residential Development Application for Land Use Amendment and/or Rezoning To whom it may concern: Please be advised that this letter shall serve as authorization for the following person(s) to serve as agent to represent the applicant, INTRACOASTAL DEVELOPMENT INC., a Florida Corporation, with regard to the above captioned application. 1 - Michael D. Gordon~ Esq., c/o Boose, Casey, Ciklin, et al 515 N. Flager Drive, Suite 1900 West Palm Beach, FL 33401 2 - Enrico Rossi, c/o Rossi & Malavasi Engineers, Inc. Forum III, 4th Floor West Palm Beach, FL 33401 Very truly yours, INTRACOASTAL DEVELOPMENT, INC. AM/brc '1Y' 1 ~ r, ' \ I ., .... r J A F F I D A V I T STATE OF FLORIDA ) ) SSe ) COUNTY OF PALM BEACH BEFORE ME THIS DAY PERSONALLY APPEARED DELFIN F. MENENDEZ , WHO BEING DULY SWORN, DEPOSES AND SAYS: That the accompanying Property OWners List is, to the best of his knowledge, a complete and accurate list of all property owners, mailing addresses and legal descriptions as recorded in the latest offi- cial tax roles in the County Courthouse for all property within Four Hundred (400) feet of the below described parcel of land. The property in question is legally described as follows: A PARCEL OF LAND BEING THt WEST THREE-QUARTERS (W.3/4) OF THE NORTH ONE-HALF (N.1/2) OF THE NORTHWEST ONE-QUARTER (N.W.l/4) OF SECTION 18, TOWNSHIP 45 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA; LESS, HOWEVER, THE RIGHT OF WAY FOR L.W.D.D. CANAL L20, BEING THE NORTH 50.00 FEET OF SAID SECTION, AND LESS THE RIGHT OF WAY FOR LAWRENCE ROAD, (AN 80.00 FEET RIGHT OF WAY); EXCEPTING THEREFROM, THE WEST- 140 FEET OF THE SOUTH 140 FEET Of THE NORTH 248 FEET OF SAID PARCEl. SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS OF WAY OF RECORD. CONTAINING: 53.60 ACRES FURTHER AFFIANT SAYETH NOT. ~tu-:e) -0 Sworn to and subscribed before me this 25TH day of MARCH ,~qAr~ _ State of Florida at Large A.D. 19 87 My Comrr.is~ ion Expires: Notary Public. State Of Florida At large My Commis~ion Expires April 24. 1990 8.'fldM.By SAfECO Insurance Cornpan, of Amelica -., .-, . t,. ,'II l ) A F F I D A V I T STATE OF FLORIDA ) ) SSe ) COUNTY OF PALM BEACH BEFORE ME THIS DAY PERSONALLY APPEARED DELFIN F. MENENDEZ , WHO BEING DULY SWORN, DEPOSES AND SAYS: That the accompanying Property OWners List is, to the best of his knowledge, a complete and accurate list of all property owners, mailing addresses and legal descriptions as recorded in the latest offi- cial tax roles in the County Courthouse for all property within Four Hundred (400) feet of the below described parcel.of land. The property in question is legally described as follows: A PARCEL OF LAND BEING THt WEST THREE-QUARTERS (W.3/4) OF THE NORTH ONE-HALF (N.l/2) OF THE NORTHWEST ONE-QUARTER (N.W.l/4) OF SECTION 18, TOWNSHIP 45 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA; LESS, HOWEVER, THE RIGHT OF WAY FOR L.W.D.D. CANAL L20, BEING THE NORTH 50.00 FEET OF SAID SECTION, AND LESS THE RIGHT OF WAY FOR LAWRENCE ROAD, (AN 80.00 FEET RIGHT OF WAY); EXCEPTING THEREFROM, THE WEST 140 FEET OF THE SOUTH 140 FEET OF THE NORTH 248 FEET OF SAID PARCEL. SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS OF WAY OF RECORD. CONTAINING: 53.60 ACRES FURTHER AFFIANT SAYETH NOT. ~~ n (Sl.g ature) - Sworn to and subscribed before me this 25TH day of MARCH ~~7L Nct.ary Pu1)11.c State of Florida at Large A.D. 19 87 My Commis::>ion Expires: Notary Public. State Of Florida At Large My Comrni5sion Expires April 24. 1990 BDnded B) SAfECO In:;uranCf Company 01 Amenca INTERCOASTAL DEVELOPMENT INC. 70 S. CONGRESS AVE., SUITE 201 DELRAY BEACH, FLORIDA 33445 March 20, 1987 Planning & Zoning Board city of Boynton Beach Boynton Beach, Florida RE: "Citrus Glen" - - Proposed Residential Development Application for Land Use Amendment and/or Rezoning To whom it may concern: Please be advised that Alan Miller, Vice President, Intracoastal Development Inc. is the person responsible for the above captioned application and he has the delegated authority to represent INTRACOASTAL DEVELOPMENT INC., a Florida Corporation, with regard to said application. Very truly yours, INTRACOAST EVELOPMENT INC. ~~(i~~~~--;;t~- BY: NATHAr~J. MILLER, President , > '. # - ~ ..-~1 ]." l~ --.. \ bB~Q_~~s_B~s~Q~s~I_6~QLQ8_RsfQ~I~2_6EEbI~BIIQ~ City of Boynton Beach, Florida Planning and Zoning Board This application must be filled out completely and accurately and -"submitted, together with the materials listed in Section II below, in two (2) copies to the Planning Department. Incomplete applications will not be Pl'-ocessed. Please frint Legibly or Type all Information. I. ~s~~8Bb_I~EQ8~BIIQ~ .1. Project Name: Citrus "Glen " --------------------------------------------------- , 2. Type of Application (check one) a. Rezoning only b. Land Use Amendment only ___A___ c. Land Use Amendment and Rezoning 3. Date this Application is Accepted (to be filled out by Planning Depat-tment) : 4. Applicant~s Name (person or business entity in whose na'me this application is made): --, , , . ...., ";"'" _J_n~~_aS2_~_~~~~_~v_~~o~~~~~__~~~~________~_______________ ..~ '" Address: "-. --~~~-~-~~~~~~~-~~~~~~--~~~~~-~~~---------------------- - _~_e_l_r_C!Y.._B_e_C!..cj!_'_.K.~__l.l.1...1...!?. ___ ________ ______ ___.:___...,-______ , ... Telephone Number: 737-2220 or 278-il16 --------------------------------------------------------' Agent~s Name (person, if any, representing applicant): & Address (1) Michael D. Gordon c/o Boose, Casey , Ciklin, et al. _~_~12_N~X~Eg~~>>x~y~_~1~_1~~Q_____________________________ \ West Palm Beach, FL 33401 ~ (21~j..Q2._I39.g~i._c;(.Q_BQ.~sj._9Jlci~1<iY.?.Ei_lgls..in~J;:.s_'_m.~.___________ Fqrum III - 4th Fl . __~~~Ee~~~_~l~~___________________~___________ . West Palm Beach, FL:. 33401 :Pla~ning Dept. 4-86 paga 1 t::" .-I. ... ... 832-5900 (Boose, Casey, Cik1in, et a1) Tel':=2phone _6~~=-Q.~.?j_.i~J3.?i-L~l-~vasi, Engineers Inc.) NLlmber: -------------------------------------- 6. Property Owner's (or Trustee's) Name: _~.91:!~~_~~~3~ i2:.Groves, lFlc. - -----------------------------------~----- Plddl~es~; : -.p...-0..-~-9~2.------- --------- -----------------. ----- -.--------- _J>.?E!U~~~3~!..._~_ _~~4..?.Q_____________________. ------ ----------- '. Telephone Number: _a48=5aLL______ . ------------------------------------------ "7 J . Correspondence Address (if different than applicant Dr agent):* -------------------------------------------------------- -------------------------------------------------------- * This is the address to which all agendas~ letters~ and other materials will be mailed. 8. What ii the applicant's interest in the subject parcel? (Owner, Buyer~ Lessee, Builder, Developer, Con~ract Purchaser, etc.) Contract Purchaser ------------------------------------------------------------------ 9. Street Address or Location of Subject Parcel: T=.~~ n~ d ~nce...~.a f------- South of Whispering pines lYbbile Home Park ------------------------------------------------------------------ 10. Legal Description of Subject Parcel: ............ , - A PARCEL OF lAND BEING THE WEST THREE-QUARTERS (W. 3/4) OF THE NORI'H ONE-HALF (N .1/2) __________________________________________________________________ t OF THE NORI'HWEST ONE QUARI'ER (N.W. 1/4) OF SECI'ION 18, TOWNSHIP 45 SOUI'H, RANGE 43 . EAST~..J?AI.l!LBEACELCIlliNI'Y;-r-.FIOBTnA;-LESS4-H~L- THE RIGHT OF "WAy FOR L.W.D.D. - CJlliAL L20 BEING THE NORI'H 50.00 FEET OF SAID SEcrION~-AND-LESSTHE-RIOO-OF-~1AY ~~CE-~~-OiliLaQJill-~RI~OE~lL---~--~------------------- EXCEPTING THEREFROM, THE WEST '140 FEET OF THE SOUI'H 140 FEET OF THE NORI'H 248 FEEl' ~bADJ~AR~------------~~--~--------------------------~----~----- SUBJECI' TO EASEMENTS, RESERVATIONS,RESTRIcrroNs AND RIGHI'S OF WAy RECORD... ------------------------------------------------------------------ CONI'AINING: 53.60 ACRES 11. Area of Subject Parcel (to the nearest hundredth (1/100) of an acre): ~~o~------------------------------------------------------- \ \ \ , PI anni ng- Dept. 4-86 \ , page 2 .' ill, .'~ .f 12" CUrr-l:?nt Zon i ng Di str- i ct: ~_Jr'3:.~~~~h_.f2gtlt:Yl______________________ 13. Fr-opos;ed Zoni n~1 Di str-i ct: PW______________________________________ 14. CUt-r-ent L.=md Use Ci:\tegCJr-y:Me~~~~~~~~_~~~~~tj~~_~.9~_~.9~~_~O~!y) 15. Proposed Land Use Categor-y: LQ~J~llEitr~e.ic!.e.P.ti~~j~it:L..9!_l29YDiQll_~3~"'l) 16.. Intended Use of Subject Parcel: ~Eicie_nJ:i~ll'.9!L"\i.t...tJLg~sj..ty_.:b..n_accordance \iitlL ~i"tY... ..c.gIDQ.~eJ)gDe..t...vg_ ~l~IL E~ _~eJ:_ fQ.NL ill J3;l.t~~ l8!lci_U.E~ _Ma..P...!___ ____ _____ 17. Developer- or- Builder-: _Jn~a~~tftJ_~~~Q~n~J_lQ~_______________~_ 18. Architect: ~~z=St~~ria_~ltUL~~L_______________________ 19. Landscape Architect: ..Land-5:tewar.dship_~.an~-(Caif.f...~iain.ger::L....:------.:.. 20. Site Planner: ~ez..-:.S:te - ~ri e 1Delfin...Menendezl 21. Civil Engineer: ~i_&~a~~eacL~nc_~i~Eo~___________ 22. Traffic Engineer: ~=Du~A~sQr.ia~JDaQ~~J________________ 23. Sur veyor: FES....&... AsE1oc:::iates..___________________________________________ II. ~6IgB16bQ_IQ_~~_Q~~~III~~_~lI~_6EEbl~eIlQN The following -materials shall be submitted, in two (2) copi~s, unless otherwise noted. -'. (check) _::K__Cl . This application form (~ copies for PUDs, peDs, and PIDs)~ _x___b. A copy of the l;"a!::.t r-ecor-ded warr-ant~y de~,d (3 copies for F'UDs; peDs, and PIDs). c. The following documents and letters of consent (3 copies for PUDs, PCDs, and PIOs): (1) If the property is Linder joint or several ownership: consent to the application by all owners of r-ecord, and A written _~_(2) If the applicant is a contract purchaser: A copy of the purchase contract and written consent of the owner and seller, and (3 ) If the applicant is represented by an authorized agent: A copy Planning Dept. 4-86 page 3 ~ . .. of the agency ag~eement, o~ w~itten consent of the applicant, and (4) If the applicant is a lessee: A copy of the lease ag~eement, and the w~itten consent of the owne~, and X *See attached Letter of Authorization. (5? If the applicant is a co~poration or other business entity: The name of the office~ o~ person ~esponsible for the application, .and w~itten p~oof that said pe~son has the delegated authority to represent the co~po~ation or othe~ business entity, o~ in lieu thereof, written proof that he is in fact an office~ of the cor-po~at i on. _~~_d. l~ seal c~d bound;:\~'y" survey of the subj ect pa~cel by a sUI~veyor ~egiste~ed in the State of Florida, dated not mO~E than six (6) months p~io~ to the date of submission of the application, at a scale p~esc~ibea by-the Planning Depa~tment, and containing the following info~mation: x (1) An accurate legal desc~iption of the subject parcel. X (2) A computation of the total ac~eage of the subject parcel to the nea~est hund~edth (1/100) of an ac~e. X (3) A t~ee su~vey, which confo~ms to the ~equi~ements of the City of Boynton Beach Tree Preservation O~dinance. This ~equi~ement may be waived by the Planning Directo~ whe~e found to be unrelated to the land' use or zoning issues involved with the application. __~_e. A complete certified list of all property owne~s, mailing addresses, and legal descriptions fo~ all prope~ties within at least fou~ hundred (400) feet of the subject pa~cel as ~eco~ded in th~ latest official tax ~olls in the county court house shall be furnished by the applicant. Postage, and mailing labels o~ addressed envelopes must also be provided. Said list shall be accompanied by an affidavit stating that to the best of the applicant's knowledge said list is complete and accu~ate. Notification of sur~ounding p~ope~ty owne~s will be done by the Cit~ of Boynton Beach. __~_f. A copy of the Palm Beach County P~ope~ty App~aiser's maps showing all of the properties refer~ed to in paragraph e. above, and their ~elation to the subject pa~cel. - - _~~gt* A statement by the applicant justifying the zoning requested, i licl udi ng I~easons why the.... prope~ty is unsui tabl e__ for development under the existing zoning and mo~e suitable for development unde~ the proposed zoning. __X_h~* A compa~ison of the impacts that would be created by development unde~ the proposed zoning, with the impacts that would be created by development unde~ the existing zoning, which shall include: __~ (1 )** A compar-i son of the pc,tenti al squa~e footage o~ number and type of dwelling units under the existing zoning with that which would be allowed unde~ the proposed zoning or development. ** __~_(2) A statem~nt of the uses.that would be allowed in the proposed Planning Dept. 4-86 ** SEE ATrACHEO ADDENDUM 'IO APPLICATION page 4 zoning or development~ and any particular uses that would be excluded. ** _-X._(3) Proposed timing and phasing of the development. __:K__ (SEE ATI'ACHED TRAFFIC ENGINEERS REPORT ) (4) A comparison of traffic which would be generated under the proposed zoning or development~ with the traffic that would be gensrated under the current zoning; also, an analysis of traffic movements at the intersections of driveways that would serve the property and surrounding roadways, and improvements that would be necessary to accomodate such traffic movements (in 1 copies). For proposed developments which would generate three-thousand (3,000) vehicle trips per day or more, or two-hundred fifty (250) or more single-directional vehicle trips within a one (1) hour period, a traffic impact analysis shall be required (in 1 copies). Said traffic impact analysis shall include projected trip generation for the development, for 211 major roadways and intersections within tine and one-half (1.5) miles of the subject parcel, as well as traffic that would utilize local streets through residential zoning districts. Said traffic impact analysis shall compare traffic levels between the existing zoning and the proposed zoning or development of the subject parcel, and shall take into consideration all development that would be possible under the current zoning within the City, adjacent cities, and within the unincorporated area of Palm Beach County within a radius of five (5) miles. For those parcels lying in the. unincorporated area of Palm Beach County, which are not currently zoned for urban land uses~ the potential land uses according to the Palm Beach County comprehensive plan shall be used. Where said parcels are shown on the Palm Beach County comprehensive plan under residential land use categories~ the midpoint of the density range shown on County comprehensive plan shall be used.- Where a county-wide study of traffic generation at build-out has been adopted or is utilized by Palm Beach County, the levels of traffic that are projected by said study shall in all caSES be used to project background traffic in the traffic impact analysis submitted by the applicant. The format and standards used in the traffic impact analysis shall be the same as those which are required by Palm Beach County, with the exception of the requirements listed above. Such traffic impact analysis shall include recommendations for' the mitigation of traffic impacts~ consistent with the standards which have been adopted by or are utilized by Palm Beach County. __~(5) For parcels larger than one' (1) acre, a comparison. of the water demand for deYelopment~under-the proposed ~oning or development with water demand under the existing zoning. Water ~emand shall be estimated using the standards adopted by the Palm Beach co~nty Health Department for estimating such demand, unless different standards are justified by a registered engineer. Commitment to the provision of improvements to the water system shall also be included, where existing facilities would be inadequate to serve development under the proposed zoning. ,EE ATI'ACHEo lli"GINEERS ~RI') X (6) For parcels larger than one (1) acre~ a comparison of sewage flows SEE ATrAalliDthat would be generated under the proposed zoning or development with ~INEERS that which would be generated under the e:-:isting zoning. Sewage flows E:PORI') st1all be esti mated t.\si ng the standards adopted by the Pal m Beach Planning Dept. 4-86 ~* SEE ATl'ACHED ADDENDUM TO APPLICATION page 5 . . County Health Department for Estimating such flows, unless different standards are justified by a registered engineer. Commitment to the provision of improvements to the sewage collection system shall also be included, where the existing facilities would be inadeguate to serve development under the proposed zoning. (SEE A'ITACHED ANALYSIS) __X_(7): For proposed residential developments larger than one (1) acre, a comparison of the projected population under the proposed zoning or development with the projected population under the existing zoning. Population prOjections according to age groups for the proposed development shall be required, where more than fifty (50) dwellings, or 50 sleeping rooms in the case of group housing, would be allowed under the proposed zoning. Applications for rezoning to commercial or industrial zoning districts which exceed one (1) acre in area shall also provide projections for the number of employees. (8) At the request of the Planning Depa~tment, Planning and Zoning Board, or City Council, the applicant shall also submit proposals for minimizing land use conflicts with surrounding properties. The applicant shall provide a summary of the nuisances and hazards associated with development under the proposed zoning, as well as proposals for mitigation such nuisances and hazards. Suchsummary shall also include, where applicable, exclusion of particular uses, limitations on hours of operation, proposed location of loading areas, dumpsters, and mechanical equipment, screening of service areas and mechanical equipment, location of driveways and service entrance, and specifications for site lighting. Nuisances an hazards shall be abated or mitigated so as to conform to the. performance standards contained in the City's zoning regulations a~d the standards containec in the City's noise control ordinance. Also, statements concerning the height, orientation, and bulk of structures,. setbacks from property lines, and measures for screening and buffering the proposed development shall be provided. At the request of the Planning and Zoning Board or City Council, the applicant shall also state the type of construction and architectural styles that will be employed in the proposed development. (9) At the request of the Planning Department, Planning and Zoning Board, or City Council, the applicant shall also submit the following- 1 nf ':::lrmat i on: (a) Official soil conservation service classification by soil associations and all~areas subject to inwndation ~nd high ground water ...levels. -. (b) Existing and proposed grade elevations. (c) Existing or proposed water bodies. ** __~_(d) Form of ownership and form of organization to maintain common spaces and recreational facilities. (e) A written commitment to the provision of all necessary facilities for storm drainage, water supply, sewage collection anc treatment, solid waste disposal, hazardous waste disposal, fire Planning Dept. 4-86 . ** SEE A'ITACHED ADDENDUM TO APPLICATION page 6 '. p~otection, easements o~ ~ights-of-way; ~oadways, ~ec~eation and pa~k a~eas, school sites, and othe~ public imp~ovements o~ dedications as may be ~equi~ed. X (10) Fo~ ~ezonings to planned zoning dist~icts (PUDs, peDs, and PIDs), the specific ~equi~ements fo~ submission of applications fo~ ~ezoning to such dist~icts shall also be satisfied. Copies of evidence fo~ unified cont~ol and development of the p~ope~ty, as well as condominium, homeowne~s', and p~ope~ty owne~s' association documents shall be submitted in th~ee (3) copies fo~ planned zoning dist~icts. Fu~the~mo~e, all materials ~equired fo~ a subdivision master plan (in ~ copies, including 5u~vey) shall also be submitted. III. BEE~1~BIIQ~_Es52~ Fees shall be paid at the time that the application is submitted, according to the fees which have been adopted by resolution. A fee schedule is attached to this application. All fees shall be paid by check, payable to the City of Boynton Beach. IV. ~~8IIEl~BIlQ~ (I) (We) understand that this application and all plan and papers subm~tted herewith become a part of the permanent records of the Planning and Zoning BOClr:-d. (1) (We) hereby ce~tify that the above statements and any statements or showings in any papers or plans submitted herewith are true to the best of (my) (our) knowledge and belief. This a plication will not be accepted unless signed according to the instr cti ns bel~ ~ ~. ____=/~~~- _~~ __ _~{ __.12:. Signa'ture of Ollmer (s) or TI"'L\stee~ [)~t O~ Authorized Principal if property . -is owned by a corporation or other business entity. ....,... . ..... Author~ zed Ag~n_t --~~~~~~-----~- Date :.. ... v-~ ~!l!' -- - (I) (tiJe) . ate the above si gned person agent with ~e rd to this application. ..~~ /~~ ~-------------~ ---------------- Signature of Owner(s) or Trustee~ or Authorized Principal if property is owned by a corporation or other business entity.' '" as (my) (our) authorized - ____~./; L} ~!L2 . ID~t~--J \ .~ \ ..\ "' \ \\ \. \ . , Planning 'Dept. 4-86 page 7 "' ! ~ / I, . "l ~.. . , SPACE BELOW THIS LINE FOR OFFICE USE ONLY ------------------------------------------------------------------------~- Review and Processing Schedule: Date Accepted by Planning Department Date Transmitted to City Clerk Date Notifications Mailed to Surrounding Property Owners Dates of land use Advertisement amendment in Newspaper (rezoning and/or ------------ ~ Dates of Advertisement in Newspaper (annexation) Date of Transmission of Departmental Review Forms to .pepartment Heads Date of Review by Technical F:ev i ew Bo<:\r d Date of Pre-Hearing Conference ____________Date of Public Hearing Before Planning and Zoning Board Date of Public Hearing Before City Council .~, Date of Transmission of Proposed Comprehensive Plan Amendment to Florida Department of Community Affairs, pursuant to FI or i da Statutes, s. 163.3184 < 1) < a) ____~~______Date of Transmission of Proposed Comprehensive Plan ~ Amendment to Other Governmental Agencies Requesting Notification, pursuant to Florida Statutes, s. 163.3184 (1) (b) '" ______~~___~Date of Receipt of Notice from Florida Department of Com~unity Affairs regarding Comprehensive Plan Amendment, pursuant to Florida Statutues, 5. 163.3184 (4) ____________Date of Hearing before Florida Division of Administrative Hearings, pursuant to Florida StatLltes, s. 163.3184 (5) <b) ____________Date of Hearing before City Council on Revised Comprehensive Plan Amendment, pursuant to....florida Statl.\tes, s. 163.3184 (6) (a) \ Planning Dept. 4-86 page 8 . . l -' .. ... ____________Date of Transmission of Revised Comprehensive Plan Element to Florida Department of Community Affairs, pursuant to Florida Statutes, s. 163.3184 (6) (a) ____________Date of Receipt of Notice from Florida D.epa~-tment of Communi ty Affai rs regat-di ng Revised Comprehensive Plan Amendment Date of Hearing before Florida Division of Administrative Hearings, pursuant to Florida Statutes~ s. 16~5.3184 (7) ------------ .. Date of First Reading of Ordinance to Anne:.: Date of First Reading of Ordinance to Rezone and Amend Future Land Use Map Date of Second Reading of Ordinance to Annex Date of Second Reading of Ordinance to Rezone and Amend Future. Land Use Map Date of Expiration of Zoning Date of Expiration of Time Extension for Zoning '. ;,. ." ." "c Plann~ng Dept. 4-86 page 9 - LETTER OF CONSENT RE: CITRUS GLEN: Proposed Residential Development Application for Land Use Amendment and/or Rezoning With regard to Paragraph IIc(l) of the above captioned application, this letter shall serve as consent to said application by all owners of record, and applicant. KNOLLWOOD ORANGE GROVES INC. ~~-e~~ . Signature of Owner(s) or Trustee INTRACOASTAL DEVELOPMENT INC. . 1;:,' ~ ,. :- ! ...- ..-...: . " '. / ..--..... , " , .' , .~ BOYNTON BEACH PLANNING DEPARTMENT APPLICATION INFORMATION FORM NOTE: This form must be filled out completely and accurately and must accompany all applications submitted' to the Planning Dept. PROJECT NAME: (1 ) AGENT'S NAME: AND ( 2 } ADDRESS: Citrus Glen M1Qhaei U. Goraon C/Q ~oQ~e6caseY~C1Kiln, et al. 5l~ N. Flager Dr. SUlte l~O wP~t- Prilm Rprirh. FI. 11401 EnricG Rossi c/o Rossi & Malavasi Engineers Inc. Forllm TTT - 4t-h Floor 1675 Palm Beach Lakes Blvd. West: Palm Rea~h, FI, 33401 832-5900 (Boose,Casey,Ciklin, et al) 689-0554 (Rossi & MalavasiEnqineers Tn~.) PHONE: OWNER'S NAME: KNOLLWOOD ORANGE GROVES, INC. (or trustee's) ADDRESS: P.O. Box 952 Palm Beach, FL 33480 PHONE 848-5811 PROJECT LOCATION:Lawrence Road,South of Whispering pines Mobile Home ParK. (not legal description) CORRESPONDENCE ADDRESS:* (if different than agent or owner) * This is the address to which all agendas, letters and other materials will be forwarded. , '.~ . , ~ ! ~ ; '. , ~ : i: , : ~ CITY OF BOYNTON BEACH. FLOHIDA APPLICA'rION FOR ANNEXA TION .~ j. i, :~ DATE APPLICATION FILED: i, ;t " :i DATE OF TENTATIVE APPROVAL: HE,TECTION: \. Ii i' I; D..:^.\ 'IE OF CO:rVIPLETION OF ANNEXA TION REPORT: I, I' r DATE OF ORDINANCE PROPOSAL: ORDINANCE # ji .1 :; DATE OF ORDINANCE ADOPTION: REJECTION: " i! It I; DATE OF REFERENDUM IF REQUIRED: I, !I I RESULTS OF REFERENDUM: FOR AGAINST I I i DATE ANNEXA TION BECOMES EFFECTIVE: I 'I j I ; FOR DEPARTMENTAL USE ONLY l 1 DO NOT V\TRITE ABOVE THIS LINE 'I . " I I , I , i , r Name of Developer J Owner: Intracoastal DeveiopmentIn"c. I Area of Subject Property: 2} 33 iff ~ 10..:L Sq. Ft. or 53.60 II II Estimated Present Population:None (Abandoned Orange Grove) l',i - 5 acres. Il.. Existing Zoning: AR{Palm :Beach County) Density Allowecla d.u. per~ . i Ii Proposed Zoning: PUD Density Allowed: 4.82 . d. u. 'sJacre I . I ,I Ii ~j EXISTING UTILITIES I I 1 I I , I GENERAL DATA .' Acres V\Tater: City of Boynton B~ach V\Tastewater Collection: City of Boynton Bea6h Solid Waste (garbage): City of Boynton Beach I II 'I !j " I. I: Ii II ,I " I; ~ ~ ; I: I; I! .. t. J ~ ti n \. \\ . .~. A-2 ., . ~4l.' :i ., STA TE::\rENT OF USE F Existing Use: I: !. ,: " I Aqricultural j: Proposed Use: Residential PUD, with density. in accordance with i, .! !! City Comprehensive Plan as set fo-rth in Future Land Use 'Map. ;; '. ii '.. ,. 1 . " ,; " i ~ j: ! ~ q II II jI it !i JUSTIFICATrON II 11 I; Express in your own words why this annexation wiLL be beneficial to Boynton I Beach, FLorida: ' I j (1) The subject property lies within the reserved annexation area Ii I 11 '! I I ! I i II -A PARCEL OF LAND BEING THE WEST THREE-QUARTERS (~.3/4) OF ~BB 11 I, NORTH ONE-HALF (N .1/2) OF THE NORTHWEST ONE QUARTER (N'. W .'1/4)- 'OF . il SECTION 18, TOWNSHIP 45 SOUTH, RANGE 43 EAST, PALM BEACH .COUNTY~,. I ~ II. II II EXCEP'l'lNG THEREl"ROM, THE WEST l4U YJ:;J:;'1' UY /'1'HJ:; ::;UU'1'H 140 l"EET Ol" "fME NORTH 248 FEET OF SAID PARCEL. ...... "" ., I I SUBJECT TO EASEMENTS,RESERVATIONS, RESTRICTIONS ~ND RIGHTS OF WAY ! I RECORD. .1 i; I. CONTAINING: 53 . 60 ACRES. Ii I: !: i' Ii t: ji 11 r !j I' I' , I of the City of Boynton Beach, (2)" Municipal 'water' and sewer presently abut the subject property, and (3) property will be developed in accordance with the land use densities' 'e's.ta:blished by the City of Boynton Beach. EXACT LEGAL DESCRIPTION OF PROPERTY TO BE aANNEXED FLORIDA; LESS, HOWEVER, THE RIGHT OF WAY FOR L.W.p.D,.. CANA~,~~q. , BEING THE NORTH 50.00 FEET OF SAID SECTION, ANP,LESS THE RIGHT OF WAY FOR LAWRENCE ROAD, (AN 80.00 FEET RIGHT OF WAY); ~ : .. " " !: A-3 I I . I ;1 .-;....... -~~ ~ '..-.. ....:. .,' 'L"'rJlu~" .; .....1:. - ..........i', "~~~ t ~~M..~I;'iI:::.:-- ..... ~;!...~.U~~.~'.J~".,- '~"",!~:--"~'''''''''''''''1. __.._.~.._-~~ ., , ... .~ .....-- A-~ I II ! , . . :. I I I j, I.; r . \ " I " - I ." I' /' ....._~ ,I --.:s . h N J . . - filiI ~~. ..BOYNTON "EST "D -. " -- "- "- < ..J.' :c 0: ... tWOO ~ ~ ~ v- ..J ... '" ... u ~ r --L. ,.0 >- I- :z o u :x: u < ED :E .J < \ ... .:. ~ ::t'r -- sw .~ ~ ~ .~ "t , ! "- o o - -\ , I < o C) Cl :z :c z < .J 0- .... W 0:: < >- C) o w cr: (t w CI: 0.. r f~~J BOYNTON BEACH ;:.;:::;. CORPORATE LIMITS. APRIL.,1975 o , \ . Scale in Miles Name of Development fOwner Ci trus Glen/Intracoastal Development. Inc. (Contract Purchaser) Locate the subject property on this mop and shade in the' area. I' !' ji ; ~ ij ;: i' A-4 I 11 t: , .' . , .-- A-5 APPLICANT'S CERTIFIGATION (1) (We) affinn and certify that (1) (We) understand and will comply with the previ 5i ons and regul ati ons of Boynton Beach~ Fl ori da Zon ing Code. (1) (We) further certify that the above statements or diagrams made on any paper or plans submitted herewith are true to the best of (my) (o~r) knowledge and belief. Further (1) (We) understand that this application. attachments, and fees become part of the Official Records of Boynton Beach~ Florida and are not returnable. ~. APPLICANT IS: .. DEVEL6PMENT INC. --~ . Owner ... of Applicant. an Miller . : '" Opti onee Intracoastal Development :;r-nc".' Type Name of Applicant Lessee 70 S. Congress Ave. Suite 201 Street Address. ., Delray Beach, FL '33445 Ci,ty and State Agent x Contract Purchaser 732-2220 278-1116 .Telephone Number .- a A-S I i I I I I I , I. . , . , .----------..-- ...... , ~ ~ A-6 OWN}- RS AUTHORIZATION Under the provisions for Voluntary Annexation, Florida Statutes require that a petition for annexation must bear the signatures of all owners of property in an area to be annexed. The authority authorizing a person other than the owner to sign such a petition must be attached to and accompany such petition. ~~~ Signature of Owner(s) of Record KNOLLWOOD ORANGE GROVES, INC. Charles Passantino, Presideht P.O. Box 952 . Palm Beach, Fla. 33480 Tplpphnnp #R4R-SRll Type Name of Owner(s) .." Street Address Ci ty and State Telephone Number '. .. . E L ,! q I I: I' I. r I , !: ., 1: ;i :1 Intracoastal Development Inc. Type Name of Applicant ~o S.Congress Ave., Suite 201 Street Address Delray Beach, FL Ci ty and State 3344.5 . ,- " ~ 732-2220 278-1116 Telephone Number .1 .~ ~ t I i r A-6 i ~ , '., --" ~ '. A-7 I AFFIDAVIT j STATE OF FLORIDA ) COUNTY OF PALM BEACH ) 55 . 1 ) 1 1 ) J , Before me. the undersigned authority personally appeared KNOLLWOOD ORANGE GROVES, INC. _(Name of Owner) I who being by me first duly sworn. on oath deposes and says: '. . .... ~ 1. That he ;s the fee simple owner of the following described property. to-wit: (Give legal descrip~ion) A PARCEL OF LAND BEING THE WEST THREE-QUARTERS (W. 3/4) OF THE NORIf:I ONE-HALF (N .1/2) OF THE NORl'HWEST ONE QUARrER (N.W.l/4) OF SECTION 18, 'IOWNSHIP 45 SOUl'H, 'RANGE 43 '"' o. ~A~'P PALM l:nn~.rH rnTT1\1T'V. FIDRIDA: LESS HPWl3VF.R, 'PRE RT(;f-IT OF WAY FnR T. W D~D. . . I CANAL L20 BEING THE NORrH 50.00 FEET OF SAID SECrrON, AND LESS THERIGffi' OF WAy FOR ~W>>l(,E ID7W, (llN ~Q. QO FEET :RICID' OF WZ'.Y) i(Att h . f i ffi it} ** " ac' nsu c en space 2. That he desires annexation to Boynton Beach. Florida. i ,I 3. That he has appointed (Name of Agent) M:(.- Alan Mi 11 er . ' to act as agent in his behalf to accomplish t~ ~ //8.- (Signa';;"re of ;;.~ Affiant KNOLLWOOD ORANGE GROVES, INC. .Charles Passantino, Pres. - - Sworn to and subscribed before me J J this /o~h day of k&~((l1..1' 19if,'1 ~1)VUo l/}/A. ,J1a..( filA I ' Notary Public. State of Florida at large u" C fiE i rlDnll't f'tlBUC snTE Or rlOP:"la '\1 or.m S$ on xp res:, 1ft' ,.nUTo."nj :,-.\ , _,)3 llOMOfD IHlW GLilfi<AL i~, I,;W. ~ ,-- r . - - .-----f; j! " , j; " I ,. ** ~EE A'ITACHED I' ;' i' I " I- I! A-7 AFFIDAVIT 1. (Continued): EXCEPI'ING THEREFROM, THE WEST 140 FEET OF THE SOUl'H 140 FEET OF THE IDRI'H 248 FEET OF SAID PARCEL. SUBJECI' 'I'O EASEMENTS, RESERVATIONS, RESTRICI'IONS AND RIGHTS OF WAY RECORD. CONTAINING: 53.60 ACRES. ,,' ... ARTICLES OF INCORPORATION OF CITRUS GLEN HOMEOWNERS ASSOCIATION INC. , . ( A corpor~tion.Not-for-profit) The under~igned h~reby associate themselves for the purpose of forming a'corporation, not-for-profit under Chapter 617, Florida Statutes, and certify as followsr ARTICLE I. NAME The name .of this corporation shall bet CITRUS GLEN HOMEOWNERS ASSOCIATION INC. / .. ARTICLE II. , , PURPOSE This corporation is organized for the purpose o~,6~eiatin9, ., governing, administering, and managing the property, and affairs of t'he Assc;ciat'io~' ~;'d to exercise all powers and':'discharge all ~ .. responsibiIities granted to it as a corporation ~nder the laws of the State ~'fo'Florida, the powers granted to Ule :A.ss~ciation under . the Declara~ion of Restrictions applicable to the premises in' Boynton Beach, Florida, on which the Citrus Glen Develop~ent is located: and to acquire, own, hold, mortgage, convey and otherwise deal in and with real and personal property in this ~. corporation IS, ,capaci ty as a homeowners association. ARTICLE 111. POWERS ". 1. The corporation shall have all of the common law and statutory powers of a corporation not~for-profit which are not 'in conflict with the terms of, these Articles, and in addition \ ." all the power~ conferred by the Declaration of Restrictions referred to herein. . ,.... 2. The corporation shall have all of the powers reasonable necessary .to implement the powers of the corporatiori, in9ludih~ bu~ not limited t~'the following: (a) To operate and manage the Association and its property in accordance with the sense, meaning, direc- tion, purpose and intent contained in the Declaration of Restrictions referred to herein and which has been or may hereafter be recorded among the public records of>Pa~m Beach County. (b) To make and collect assessments to defray the costs. of operation of the Association, its prop- erties and facilities. (c) To use the proceeds of the assessments in the exercise of its powers, duties and responsibilities. (d) To maintain, repair, replace and operate the Association's property and such other property(s) as ~ it may be required to maintain, as mandated by the Decla~ation of Restrictions referred to herein. (e) To reconstruct improvements upon the Associa- tion's property after casualty, and further to improve the property from time to time in accordance with the mandate of the Association's members. (f) To make and amend regulations from time to time respecting the use of the Association's property. (g)' To enforce by legal means the provisions of the Declaration of Restrictions, these Articles, the t. By-Laws of the corporation and the regulations for the use of the Association's property in all respects. (h) To contract for the management of the Association's property and to delegate to such contractor all powers and duties of the corporation except such as are specifically required by the Restrictive Covenants to have approval of the Board of Directors of the membership of the corporation. 3., All funds and title to all properties acquired by the corporation and the proceeds thereof shall be held only for the benefit of the members in accordance with the provisions of this Certificate and the By-Laws of the Association. -2- " " 4. The powers of the corporation shall be subject to and be exeFcised in accordance with the provisions of the Declaration of Restrictions which governs the use of the Association property, these~Articles of Incprporation, and the By-Laws hereinabove. ART.ICLE IV. MEMBERS The qualifications of the members, the manner of their admission to membership and termination of such membership and voting by members shall be as follows: 1. The membership of this corporation shall be comprised of every owner of a lot or any portion thereof upon which a dwelling unit has been or may be constructed at the Citrus Glen Development. Membership shall be appurtenant to and may not be separated from ownership of any such lot or portion thereof. 2. The Association shall have two classes of voting membership: CLASS A. Class A members shall all be owners, with the exceptibn, of Intracoastal Developers Inc., or its successors or assigns as developer of the Citrus Glen Developmen~ and shall be entitled to one (1) vote for each lot or portion thereof owned. When more ,than one person holds an interest in any such lot or portion thereof, all such persons shall be members, but the vote for such lot or portion thereof shall b~ exercised as they determine, but in no event shall more than one (1) vote be cast w~th respect to any such lot or portion thereof. CLASS B. Class B member(s) shall be Intracoastal Developers,Inc., its successors or assigns as developer of the Citrus Glen \. project, ~nd such Class B member(s) shall be entitled to four (4) votes for each lot or portion thereof owned. Such Class B membersh\p shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier: (a) When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership, or (b) On December 31, 1994. ~ -3- 3. The interest of a member in the funds and assets of corporation cannot be assigned, hypothecated or transferred in any manner, except as an appurtenance to his property. The properties, funds and assets of the corporation shall be held or used for the benefit of the membership and for the purposes authorized herein, in the Declaration of Restrictions, and in the By-Laws of this corporation/association which may hereafter be adopted. ARTICLE V. TERM This corporation shall have perpetual existence. ARTICLE VI. REGISTERED AGENT AND REGISTERED OFFICE The Registered Agent for this Corporation shall be Michael D. Gordon, c/o Boose, Casey Ciklin, Et Al and the registered office shall be located at 515 N. Flager Drive, Suite 1900, West Palm Beach, Florida, 33401, or such other . . person or such other place as the Board of Directors shall from time to time direct, with appropriate notice being given to the Secretary of State in accordance with law. ARTICLE VII. MANAGEMENT OF THE AFFAIRS OF THE CORPORATION-OFFICERS The affairs of this corporation shall be managed by its officers subject however to the directions of the Board of Directors except to the extent that the Directors shall have delegated the responsibility for such management under the pro- visions of these Articles and in accordance with the By-Laws. The officers of this corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors according to the By-Laws of this corporation. The Directors may, if they desire, combine the o~fices of Secretary and Treasurer and, in addition, provide for such other officers, agents, super- visory personnel or employees of the corporation as they shall see fit, none of whom need be a member of the corporation. Commencing with the first annual meeting of the Board of Directors in 1987,officers will be elected annually to hold office until the -4- next annual meeting of the Board of Directors or until their successors are elected and qualify. The names of the officers who are to serve until the first election by the Board of Directors are as follows: President Vice President Secretary Treasurer Nathan J. Miller Alan Miller Michael D. Gordon Nathan J. Miller~ None of the above officers specifically named in these Articles shall be 'required to be a member of this corporation to hold' office. ARTICLE VIII. BOARD OF DIRECTORS \ . This corporation shall be governed by a Board of Directors consisting of not less than three (3) nor more than seven (7) persons as provided for in the By-Laws. In the absence of any provision in the By-Laws designating the number of Directors, the number thereof shall be three (3), provided however that until the first annual meeting of the members of this corporation . in 1987, this corporation shall be governed by a Board of Directors consisting of three (3) persons. The names and post office addresses of the persons who will serve as Directors until the fist annual meeting of members is 1987, or until their successors are elected and qualify, are as follows: NAME POST OFFICE ADDRESS Nathan J. Miller , 360 Glenwood Drive De1ray Beach, Florida 33445 Alan Miller 11422 NW 20th Ct. Coral Springs, FL 33071 Michael D. Gordon 910 Greensward Lane Delray Beach, Florida 33445 Succeeding Boards of Directors and succeeding Directors shall be elected by members in the manner and in accordance with the method provided for in the By-Laws of the corporation, as the same shall be constituted from time to time. -5- ARTICLE IX. REMOVAL OF OFFICERS AND DIRECTORS Any officer may be removed prior to the expiration of his term of office in the manner provided hereinafter, or in such manner as is provided for in the By-Laws. Any officer may also be, removed for cause by a two-thirds (2/3) vote of the full Board of Directors at a meeting of Directors called at least in part for the purpose of considering such removal. Any off~cer or director of this corporation may be removed with 'or without cause and for any reason upon a petition in writing of a majority of the members of this corporation, approved at a meeting of members called at least in part for the purpose, by a two-thirds (2/3) vote of the membership.;' The petition calling for the removal of such officer and/or director shall set forth a time and place for the meeting or members, and notice shall be given to all members of such,sp~cial meeting of the members at least ten (10) days prior to such meeting in the manner provided in the By-Laws for the giving of notices of special meetings. At any such.meeting the officer and/or director whose removal is sought shall be given the opportunity to be heard. ARTICLE X. INDEMNIFICATION OF OFFICERS AND DIRECTORS Every Director and every officer of the corporation shall be indemnified by the corporation against all expenses and liability, includin~ counsel fees, reason~bl~ incurred by or imposed by him in connection with any proceeding to which he may be a party, or in which he may become involved by reason . of his being or having been a Director or officer of the corporation, whether or not he is a director or officer at the time such expenses are incurred, except in such cases wherein the director of officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties~ provided that in the vent of any claim for reimbursement or indemnification hereunder based upon a settlement by the director of officer seeking such reimbursement or indemnification, the indemnification herein ~hall apply only if the Board of Directors approves such settlement and reimbursement as being in the interests of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive-of all other rights to which such director or officer may be entitled. -6- ARTICLE XI. BY-LAWS. The original By-Laws of this corporation shall be adopted by a majority vote of the members of this corporation present at a meeting of members called for the purpose, at which a majority of the membership is present, and thereafter the By-Laws of this corporation may be amended, altered or rescinded by the membership only in the manner provided for in the Declaration of Restrictions hereinabove described, these Articles of Incorporation, or as provided for in the By-Laws. Amendments to the By-Laws may be proposed by members or by the Board of Directors in the manner and as further provided for in the By-Laws and adopted by the votes or consents of the membership therein provided. The original , By-Laws of this corporation shall, upon their adoption, be maintained in the office of the corporation along with copie~ of these Articles and there available for inspection and review by any member of the corporation. . ARTICLE XII. , . PROHIBITION AGAINST ISSUANCE OF STOCK AND THE DISTRIBUTION OF INCOME This corporation shall never have nor issue any shares of stock, nor shall this corporation distribute any part of the income of this corporation if any, to its members, directors or officers. Nothing herein, however, shall be construed to prohibit the payment by the corporation of compensation in a reasonable amount to the members, director or officer for services rendered, nor shall anything herein be construed to prohjbit the corporation from m~king any payments or distribution to members of benefit, monies or property permitted by Section 617.011 of Florida Statutes. ARTICLE XIII. CONTRACTUAL POWERS In the absence of fraud no contract or other transaction be- tween this corporation any any other person, firm, association, corporation or partnership shall be affected or invalidated by the fact that any director of officer of this corporation is pecuniarily or otherwise interested in or is a director, member or offi~er of any such other firm, association, corporation or partnership oris a party or is pecuniarily or otherwise interested in such contract or other transactions or in any way -7- . . ..- connected with any person, firm, association, corporation.or partnership pecuniarily or otherwise interested therein. , Any director may vote and be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation for the purpose of authorizing such contract or transaction with like force and effect as if he were not so interested, or were not a director, member or officer of such other firm, association, corporation or partnership. ARTICLE XIV. SUBSCRIBERS The names and post office addresses of the subscribers to these Articles of Incorporation are as follows: NAME POST OFFICE ADDRESS Nathan J. Miller 360 Glenwood Drive Delray Beach, FL 33445 Alan Miller 11422 NW 20th Ct. Coral Springs, FL 33071 Michael D. Gordon' 910 Greensward Lane Delray Beach, FL 33445 ARTICLE XV. SPECIAL PROVISIONS All properties of this corporation and the association, and the members thereof, shall be subject to the provisions of the DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR Citrus Glen. and shall also be subject to such amendments or modifications thereof as may hereafter be adopted. The membership in this corporation, the terms and conditions thereof, shall be in accordance with the aforesaid Declaration of Restrictions, and such By-Laws as may hereafter be adopted in accordance with the provisions of these Articles of Incorporation. -8- . . . CERTIFICATE ACCEPTING DESIGNATION AS REGISTERED AGENT I HEREBY CERTIFY that I have accepted the designation as Registered Agent of CITRUS GLEN HOMEOWNERS' ASSOCIATION and agree to serve as its agent to accept service of process within this State at its Registered Office. Michael D. Gordon (Seal) , . -~- . . ~~..... DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR CITRUS GLEN . " THIS DECLARATION, made by Intracoa"stal Developrent Inc. Florida, herein referred to on the date hereinafter set forth , a corporat..ton of the State of as DECLARANT. WIT N E SSE T li: WHEREAS, DECLARANT is the owner of certain real property situated in the city of Boynton Beach, Palm Beach County, Florida, which is mor~ particularly described in ARTICLE I of this Declaration; and, . , , WHEREAS, DECLARANT desires to create a quality housing development with restrictions, covenants, conditions, easements, charges ~nd liens as hereinafter set forth for the preservation of the property values and protection of the OWNERS therein; NOW, THEREFORE, DECLARANT declares that all of the property described in ARTICLE I shall be held, transferred, sold, conveyed and occupied subject to the following easements, restrictions, covenants, conditions, impositions, charges and liens which are for the purpose of protecting the value and desireability of, and which shall run with, the real property and be binding on all parties having any right, title or interest in the describ~d properties or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each OWNER thereof. r- ARTICLE!. DEFINITIONS , i ! ' The following words, when used in this Declaration, shall have the following meanings: 1. ASSOCIATION shall mean and refer to CITRUS GLEN HOMEOWNERS' ASSOCIATION, its successors and assJgns. 2. OWNER shall mean and refer to the record owner, whether I' one or mbre perspns or entities, of a fee simple title to any lot, or any portion of a lot ,on which a dwelling unit is or may hereafter be located, which l~ts or portions thereof are a part of the PROPERTY, including contract sellers, but excluding those persons or entities having such interest merely as security for the performance of an obligation or debt. 3. PROPERTY shall mean and refer to all the real property in the aggregate described on Exhibit A attached hereto and made a part her~of, subject' nevertheless to easements, restrictions, reservations, covenants, limitations and conditions of record. . . 4. COMMON AREA shall mean all the real property (including the improvements thereto or located thereon) owned by the ASSOCIATION for the common use and enjoyment of the OWNERS. The common areas to be owned by the ASSOCIATION even if not owned by the ASSOCIATION at the time of the recording of this Declaration~ are des~ribed and set forth on Exhibit B attached hereto and made a part hereof. DECLARANT undertakes and agrees that the COMMON AREAS described herein shall be free of any mortgage liens or other encumbrances on or before December 31, 1994. 5. LOT shall mean and refer to any plat of land or any portion ther~of upon which a dwelling unit has or may hereafter be constructed, which lot or portion thereof is shown upon any recorded subdivision may of the PROPERTY with the exception of the COMMON AREA. . . . 6. DECLARANT shall mean and refer to INTRACOASTAL DEVELOPNENT INC., /A corporation of the State of Florida, its successors and assigns if such successors or assigns should acquire more than one undeveloped lot or portion thereof from the DECLARANT for the purpose , of development. Upon tpe conveyance of the COMMON AREA submitted or conveyed to the ASSOCIATION for the purpose of maintenance of the CO~10N AREA, the ASSOCIATION shall be considered owner for the purposes of this Declaration and have the responsibility of owner as. those responsibilities pertain to the common areas t herein. ARTICLE II. PROPERTY RIGHTS IN COMMON AREAS 1. 'On or before the earlier of the dates set forth in ARTICLE III, Paragraph (a) and (b), DECLARANT shall convey to , the ASSOCIATION the COMMON AREAS described in Schedule B attached to and made a part of this DECLARATION and the DECLARANT hereby covenants that the majority control of the ASSOCIATION shall be in the OWNERS of lots other than the DECLARANT or Developer of the properties on the earlier of such dates. The DECLARANT hereby covenants and agrees that neither the DECLARANT nor the ASSOCIATION will conveyor transfer (or enter into a contract for the same) the COMMON AREAS prior to the date control of , the ASSOCIATION is in OWNERS other than the DECLARANT or Developer. -2- 2. OWNERS' EASEMENTS OF ENJOYMENT. Every owner ofa.lot or a portion thereof o~ which a dwelling unit is or may hereafter be constructed shall have a right and easement of enjoyment in and to the GOMMON AREA which shall be appurtenant to and shall pass with ,title to every lot or portion thereof as herein contemplated, subject to the following provisions: (a) 'Ttte right. of the ASSOCIATION to charge reasonable ad- mission and other fees for the use of any recreational facilities, including the entire'COMMON AREA, by any OWNER for any period during which any assessment against his lot or portion thereof remains unp~id; and for a period not to exceed sixty (60) days for any infraction'of its published rules and regulations; (b) The right of the ASSOCIATION to dedicate or transfer all or any part of the COMMON AREA to any public agency, authority or utility for such purposes and subject to such , conditions as may be agreed to by the members. No such dedication or transfer shall be effective unless an instrument t agreeing.to such dedication or transfer signed by two-thirds(2/3rds) of the members entitled to vote has been recorded. 3. ' DELEGATION OF USE. Any OWNER may share, in accordance with the By-Laws of the ASSOCIATION, his right of enjoyment to the COMMON AREA and facilities with the members of his family, his tenants, or contract purchasers who reside on the PROPERTY. , , . ARTICLE III. MEMBERSHIP AND VOTING RIGHTS 1. Every owner of a lot or portion thereof ~hich is subject to assessment shall be a member of the ASSOCATION. Membership shall be appurtenant to and may not be separated from ownership of any such lot or. portion thereof. 2. The ASSOCIATION shall have two classes of voting membership: CLASS A ., Class A members shall be all oWfiers, with the exception of the DECLARANT, and shall be entitled to one (1) vote for each lot or portion thereof owned. When more than one person hol& an interest in any lot or portion thereof, all su~h persons shall be members, but the vote for such lot or portion thereof shall be exercised as they determine, but in no event shall more than one (1) vote be cast with respect to any lot or portion thereof. CLASS B. Class B member(s) shall be the DECLARANT and/or its assigns, and shall be entitled to four (4) votes for each lot or portion thereof owned. The Class B membership shall cease , and be converted to Class A membership on the happening of either. of the following events, whichever occurs earlier: (a) When the total votes outstanding in the Class A membership equal the total votes outstanding in the , Class B membership, or -3- (b) On December 31, 1994. 3. The calculation of votes and consequent control bf the Association shall be based on and determined on the basis of a total of 250 dwelling units, being the number of dw~lling units contemplated by the Preliminary plat of the entire53.60Acre Tract of which the property described in ,. Exhibit A is a part. \ t ARTICLE IV. COVENANT FOR MAINTENANCE ASSESSMENTS 1. CREATION OF THE LIEN AND PERSONAL OBLIGATION OF ASSESSMENTS. The DECL~RANT, for each lot or portion thereof owned within the PROPERTY, hereby covenants, with each OWNER of any lot or portion thereof by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed . to covenant and agree to pay to the ASSOCIATION: (1) Annual Assessment or charges, and (2) Special Assessments for capital improvements; such charges and/or assessments shall be established and collected as hereinafter provided. The Annual and Special Assessments, together with interest, costs and reasonable attorney's fees, shall be a charge on the land and shall be a continuing lien upon the PROPERTY against which each such assessment is made. Each such assessment, together with interest, costs and reasonable attorney's fees shall also be the personal obligation of the person(s) who was the owner of such property at the time when the assessment fell due. The personal.obligations for delinquent assessments ~hall not pass to the OWNER's successor in title unless expressly assumed by such successor. 2. PURPOSE OF ASSESSMENTS. The assessments levied by the ASSOCIATION, shall be used exclusively to promo~ethe recreation, health, safety and welfare of the residents in the PROPERTY and for the improvement, preservation and maintenance of the COMMON AREA., 3. MAXIMUH ANNUAL ASSESSMENT. Until December 31, of the year during which the conveyance of the first lot or portion thereof is made to an OWNER, the maximum shall be $1,200.00 per portion pfanylot, payable $300.00 quarter-annually. .. ,. , , - 4 - (a) From and after January 1 of the year immediat~iy following the conveyance of the first lot or portion thereof to an OWNER, the maximum annual assessment may be increased each year not more than 20% above the maximum assessment for the previous year without a vote of the membership. (b) From and after January 1 of the year immediately following the conveyance of the first lot to an OWNER, the maximum annual assessment may be increased above ten percent (10%) by a vote of two-thirds (2/3rds) of the members who are voting in person or by proxy, 'at a meeting duly called for this purpose. (c) The Board of Directors of the ASSOCIATION may fix the aqnual assessment at an amount not in excess of the maximum. 4. SPECIAL ASSESSMENTS FOR CAPITAL IMPROVEMENTS. In addition to the annual assessments authorized above, the ASSOCIATION may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or. replacement of a capital improvement in or upon the COMMON AREA, including fixtures and personal property related thereto provided that any such assessment shall have the assent of two-thrrds (2/3rds) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for these purposes. 5. CLASS B.MEMBERS EXEMPT FROM ASSESSMENTS. The Class B members sh~ll be, and are hereby exempted from the above pro- visions with respect to the providing of money ~6r annual or special assessments: provided that the Class B members shall bear their proportionate share of and do or cause to be done any of the,work, maintenance, construction or providing of those services and/or improvements for which such assessments are intended~ 6. NOTE AND QUORUM FOR ANY ACTIONS AUTHORIZED UNDER PARAGRAPHS ,3 and 4 ABOVE. Written note of any meeting called for the purpose of taking any action authorized under Paragraphs 3 or 4 above shall be sent to all members not less than ten (10) days nor more than twenty (20) days in advance of the meeting. At the fir~t date of any such meeting called, the presence of members or of pr9xies entitled cast sixty (60%) percent of all the votes of each class of membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and any number of members or proxies present shall constitute a quorum. No such subsequent meetings shall be held more than forty-five (45) days following the preceding meeting. . . - 5 - \. .. 7.~ UNIFORM RATE ?F ASSESSMENT. Both annual and special assessments must be fixed at a ,uniform rate for all lots or portions thereof' and may be collected on aperiodic basis. As is contemplated by the preliminary subdivision map of the PROPERTY heretofore approved by the municipal bodies of the city of Boynton Beach, and as permitted by the ordinances of ,~. - said City, there will or may be conveyances made of whole lots, or of parcels of approximately one-half (1/2) of such lots~ ~ described in this Declaration as portions of lots. For the purpose of calculating annual or special assessments, the assessments applicable to the one-half (1/2) or portions of lots shall be equal to one-half (1/2) of the assessments for whole lots, unless and until any of the whole lots are divided in or substantially in the same manner as the one-half (1/2) or portions of lots are divided, in which case the assessments applicable to the newly divided lots shall be on a basis similar to those applicable to the one-half (1/2) or portions of lots. 8. DATE OF COMMENCEMENT OF ANNUAL ASSESSMENTS: DUE DATES. The annual assessments provided for herein shall commence as to I all lots or portions thereof on the first day of the month immediately following, conveyance of any lot or portion thereof or a dwelling unit to an OWNER. The first ahnual assessment shall be adjusted according to the number of months remaining in the calendar year. 'The Board of Directors of the ASSOCIATION shall fix the amount of the annual assessment against each lot or portion thereof at least thirty (30) days in advance of each annual .assessment . I period. Written notice of the annual assessmeht. shall be sent to every OWNER subject thereto. The due dates shall be establish~d by the Board of Directors. The ASSOCIATION shall, upon demand~ and for a reasonable charge, furnish a certificate si9ned by an officer of the ASSOCIATION settin~ forth whether , the assessments on a specified 'lot or portion thereof have been paid. A properly executed certificate of the ASSOCIATION as to the status of assessments on a lot or portion thereof shall be binding upon the ASSOCIATION as of the date of its issuance. No lot or\portion thereof shall be responsible for the payment of assessments unless and until it has been conveyed by the DECLARANT or its assigns to an OWNER, the DECLARANT :or its assigns being exempt from such assessments until December 31, 1999, in accordan~e with the trerms of this Declaration. ., ~ - 6 -. . . 9. EFFECT OF NON-PAYMENT OF ASSESSMENTS: REMEDIES OF THE ASSOCIATION. Any assessment not paid within thirty (30) days after the due 'date shall bear interest from the due date at the rate of nine (9%)percent per annum. The ASSOCIATION may bring an action at law against the OWNER personally obligated to pay tpe same, or foreclose a lien against the property. No OWNER may waive or otherwise escape liability for the assess- ments provided for herein by non-use of the COMMON AREA or abandonment of his lot or portion thereof. 10. SUBORDINATION OF THE LIEN TO MORTGAGES. The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage granted to or issued in favor of a regularly constituted and government supervised lending institution. Sale or transfer of any lot or portion thereof shall not affect the assessment lien. However, the sale . . or transfer of any lot pursuant to mortgage foreclosure or any proceeding in lieu thereof, shall extinguish the lien of such assessments as to payments which become due prior to such sale or transfer. No sale or transfer shall relieve such lot or portion thereof from liability for any assessment thereafter becoming due or from the lien thereof. 11. RIGHT OF CITY OF BOYNTON BEACH TO MAINTAIN UPON DEFAULT ~y ASSOCIATION. In the event the ASSOCIATION fails properly to maintain the COMMON AREAS or any portion thereof in a ra~sonable manner, the City of Boynton Beach (City) shall have the right, but not the obligation, to undertake such maintenance, repair or replacement as may be 7~asonablY necessary. The judgment of the City as to whether or not the standard of maintenance called for in this paragraph is being met shall be final. The right of the City shall not become effective, however, unless written notice shall first be given to the ASSOCIATION of the details of the intended maintenance, repairs or replacements to be' undertak~n by the City, and thirty (30) days shall elapse after the giving of such notice. If during such thirty (30) day notice the ASSOCIATION shall commence and diligently pursue the completion of such maintenance, repair or replacement, then the city's rights shall not become effective. In the event the City shall expend any money in maintaining, repairing or replacing any part of the COMMON AREA pursuant to the right given to the City herein, then the City shall have the right to assess. all the OWNERS for such expenditures in the same manner as the ASSOCIATION would have had, except that the City shall not be subject to any limit established herein. Any such assessm~~t levied by the City shall be subject to collection by the City by any of the remedies given to the ASSOCIATION for collection of assessments, and such assessments shall be a lien on all the lahd affected by this Declaration proportionately allocated to each OWNER. - 7 - ARTICLE V. ARCHITECTURAL CONTROL ... No, building, fence, wall or other structures shall be commenced, erected or maintained upon the PROPERTY, nor upon any lot or portion thereof, nor shall any exterior addition to or change or alteration therein be made unless and until the plans and specifications showing the nature, kind, shape, heighe, material, proposed color scheme, and location of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Board of I " . Directors of .the ASSOCIATION, or by an architectural review comm~~tee composed of three (3) or more representatives appointed by the Board. In the event said Board ot its designed committee fail to approve or disapprove such design location and colors withiw thirty (30) days after said plans and specifications have been submitted to it, approval will not be required and this ARTICLE will be deemed to have been fUlly complied with. Such control shall not be applicable to any construc- tion by DECLARANT, its successors or assigns whether according to its own discretiop or pursant to any approval granted by the municipal officials"or boards of the city of Boynton Beach. All adjoining units shall be maintained in the same. color, and the owners thereof shall, from time to time, agree upon the color; in the event that the said owners shall be unable to agree, then. they shall notify the ASSOCIATION, which shall select the color, which shall be applied by the owners. ARTICLE VI. SPECIAL EASEMENT AND MAINTENANCE PROVISIONS Each owner shall have the right and privilege: to keep and maintain in perpetuity any part or portion, segment or , section of his dwelling unit 'on, in or over the property and/or dwelling unit of the other; to repair, rebuild, maintain, service and otherwise take care of his dwelling unit; to go upon those parts of the adjoining property or dwelling as may be necessary in order reasonably to accomplish the same. The condition of any of the above is that any person, whether doing said work personally or through the services of others shall: ' do and perform such work during usual and normal working hours, and in such a manner, where possible, as not unduly to disturb the domestic peace and tranquility of his adjoining, owner: in going upon the premises or dwelling of his adjoining owner, the other shall be liable and responsible to him for any damage of any manner done to the property or dwelling of his neighbor. Such adjoining owners shall so treat of and with their dwellings that their neighbors shall reasonable access to roofs and other porti..::nlS -of the property and/or dwellings - 8 - . . for the purposes herein set forth. Where adjoining and/or ~. ~ . . connected dwelling units are so constructed that rain or surfac~twaters are cast or flow from one to the other, this shall not be considered a trespass and such conditions or situations shall be considered proper, natural and usual for the purposes of this Article. Owners shall specifically have the right and privilege in accordance with the standards and conditions set forth above, to repair, maintain and treat of and with their property and ,. dwellings so as to maintain the said integrity of their property and dwellings. ~ Wherever the eaves, overhangs or other portions of dwellings are so constructed as to encroach upon or over the dividing line separating any lot or portion thereof from any other portion, the owner in question shall have the right and privilege to maintain such situation, repair and maintain the dwelling, etc., all as contemplated by and in accordance ~ith the standards and conditions of this Article. , ' , All of the above standards of care and maintenance shall apply with equal force and effect to privacy walls which maybe constructed on or straddling the side of division lines of any lot or lots constituting any portion of the property. Anything' otherwise contained in or set forth in this Declaration to the contrary notwithstanding, ~he provisions of this Article shall attach to, be and run ~ith the lands and premises subject hereto in perpetuity. ARTICLE VII. GENERAL PROVISIONS /' .-' 1. USE RESTRICTIONS. The lots or portion thereof herein described may be used for residential dwelling units and for no other purposes; no commercial, industrial or other ~on-residential buildings may be erected on the lots or portions thereof. and no businesses may be conducted on any part of a lot or portion thereof nor shall any building or thereo\ b~ used or maintained as a professional office. .\ . . , . , ' , 2. MAINTENANCE'OF LOTS. All areas of lots or po~tions thereof not covered by buildings, structures or paved parking facilities shall be maintained as landscaped areas, and shall be maintained to the pavement edge or any abutting streets and to the property lines of the various lots or portions thereof. The said landscape areas shall be maintained by the OWNER in good and substantial condi- tion, and so as properly to maintain and promote the property values of all lots and portions thereof and properties within the entire subdivision which is the subject matter of this Declaration. In the event that any OWNER shall fail or refuse to maintain such areas as above provided the DECLARANT and/or the ASSOCIATION shall have the right to enter upon such areas and to install thereon such landscape material as ~ay be necessary to comply with the maintenance of such standards and/or to maintain the same: any such entry made by the DECLARANT or the ASSOCIATION shall not be deemed a trespass. Should said right to install and/or maintain the said landscape areas be exercised the cost thereof shall be borne by the OWNER and payment thereof shall be due ~nd payable to the DECLARANT and/or the ASSOCIATION within thirty (30) days from a written reques~ to the OWNER to pay same. Should the OWNER fail , to make such payment within the said thirty (30) day period, then the DECLARANT and/or ASSOCIATION shall have a lien for the cost thereof, enforceable as otherwise provided herein. 3. All areas within the public right~'of way not maintained by the City of Boynton Beach shall be'maintained by the ASSOCIATION, and the adjoining owners shall have no obligation for maintenance thereof. The ASSOCIATION shall alsor~aintain the property within the 10' planting and utility easements along the perimeter of the property. ~ ~3(a). THE OWNERS shall be responsible for and shall maintain as provided for in the Declaration all of the property owned by them and which may be within the patio walls which may be constructed on the property during the construction phase of the development. All portions of the property located outside of the patio walls shall be attended to and maintained by, the ASSOCIATION and the OWNERS shall have neither the obligation nor the right to maintain the same. The costs of ~uch maintenance' shall be borne by the ASSOCIATION and shall - 10 - . . , ' . be among the normal costs of the ASSOCIATION for which assessments will be levied and collected as part of the regular budget and expense of the ASSOCIATION. 4. ACCESSORY OR TEMPORARY BUILDINGS. No tents and no accessory or temporary buildings or structures shall be permitted upon a lot or a portion of a lot unless approved in writing by DECLARANT and/or the ASSOCIATION. A temporary construction facility may be permitted during construction and its size, appearance and temporary location must be approved by DECLARANT and/or the ASSOCIATION in writing. Any signs to be used in conjunction with this temporary construction facility must also be approved by DECLARANT and/or the ASSOCIATION . , in writing. 5. NUISANCES. There shall not be erected, maintained, operated, carried on, permitted or conducted upon any , lot or portion of any lot any thing or activity which shall be or become noxious or offensive or an annoyance or a nuisance to the OWNER or OWNERS of other lots or portions thereof. 6. ANTENNAE. No outside antennae, poles, masts, electronic devices or towers shall be permitted unless approved in writing by DECLARANT and/or the ASSOCIATION. , 7. GARBAGE CONTAINERS, OIL AND GAS TANKS, AIR CONDITIONERS. All garbage and trash containers, oil tanks anq bottled.gas tanks must be underground or placed in walled-in area so that they shall not be visible from any street or adj acent lot or portion thereof." All air- ; . conditioning units and equipment shall be shielded and hidden so that they shall not be visible from any street or adjacent 'property. Landscaping adequate to screen air-conditioning ~nits and equipment and the garbage and trash containers, oil tanks, if any, shall be installed and maintained by th~ OWNER to provide an aesthetically pleasing treatment of those walled-in areas and of the air conditioning units. 7a. Mail box posts and mail boxes shall or may be placed or installed by DECLARANT or its assigns in accordance with regulations and requirements of the U.s. Postal Department. Posts and/or boxes so placed may be maintained by the OWNER thereof even if it is placed upon the adjoining premises of his neighbor. . . ~ - 11 - B. SIGNS. .No signs shall be erected or displayed,on any lot or portion thereof, including but not limited 'to' signs , . advertising the lots or portions thereof.for sale or rent. or any other purpose, unless the placement and character, form, size and tim~ of placement of such signs be first approveq in writing by DECLARANT and/or the ASSOCIATION. No free standing signs shall be permitted unless approved in writing by DECLARANT and/or the ASSOCIATION. This regu- lation shall expire, and the right of the DECLARANT and/or the ASSOCIATION to control such signs advertising lots or portions thereof for sale or use or other purpose shall expire on Dec~mber 31,1994~ All signs must, in addition to the above, also conform with applicable governmental ordinances, rules,'laws and regulations. . ~ t 9. TRUCKS AND OTHER VEHICLES. No truck or commercial vehicle pf any kind shall be permitted to be parked on any lot or ,portion thereof at any time for a period of more than four (4) hours unless the same is temporarily present and necessary in the actual construction or repair of buildings on the PROPERTY. No truck or commercial vehicle of any kind shall be parked on the PROPERTY overnight and no boats, boat-trailers or trailer~ of any kind or campers or mobile ., ' homes shall be permitted to part on or near the PROPERTY at any t\m~ unless kept fully enclosed inside a building. None of the aforemen~ioned shall be used as a domicile or resideqce eit~er permanently or temporarily. 10. ENFORCEMENT. The DECLARANT, the A~SqCIATION or , i any OWNER shall have the right to enforce by any proceeding, at law or in equity, all restrictions, conditions, covenants, reservations, liens and charges now or hereafter imposed by the provisions of this Declaration. Failure by the ASSOCIATION or by the DECLARANT' or by any OWNER to enforce any covenant or restriction herein contained shall in no event .be deemed a waiver of the right to do so thereafter. 11. SEVERABILITY. Invalidation of anyone of these covenants' or restrictions by jUdgment or court order shall in no wise affect any other provisions which shall remain in full force and effect. -12- ". 12. AMENDMENT. The covenants and restrictions of this Declaration shall run with and bind the land, fo~ a period of twenty-five (25) years from the date this Declaration is recorded, after' 'which time they shall be automatically extended for successive period of ten (10) years unless terminated in accordance with the standards of amendments. set forth in this paragraph. This Declaration may be amended during the first twenty-five (25) year period by any instrument signed by not less than sixty-five (65%) t , percent of the lot OWNER or OWNERS of portions of lots, and thereof. Any amendment must be recorded in the official records of Palm Beach County. 13. ADDITIONAL PROPERTIES. DECLARANT reserves the right by reference to this Declaration to include additional proper~ies or areas at or adjacent to the development site of which the area on Schedule A annexed is a part, to be cover~~ and made subject to this Declaration. ARTICLE VIII. PARTY WALLS 1. Each wall which is built as a part of original construction of the homes upon the properties and placed on the dividing line between the Lots shall constitute a party wall and, to the extent not inconsistent with the provision of this Article, the general rules of law regarding party walls and liability for property damage due to negligence or willful acts or omissions shall- apply thereto. ; I 2. Every Lot and the improvements thereon having a party wall shall be burdened with an easement of support for the benefit of each adjoining Lot and the improvements thereon. 3. The cost of reasonable repair and maintenance of a party wall shall be shared by the OWNERS who make use of the wall in proportion to such use. 4. If a party wall is destroyed or damaged by fire or other casualty, any OWNER who has used the wall may restore it, and if the other OWNERS thereafter make of the wall, they shall contribute to the cost of restoration thereof in , proportion to such use without prejudice, however, to the right of any such OWNERS to call for a larger contribution from the others under any rule or law regarding liability for negligent or willful acts or omissions. 5. Notwithstanding any other provisions of this Article, an OWNER who by his negligent or willful act, causes the party wall to be exposed to the elements, shall bear the whdle cost of furnishing the necessary protection , against such elements. i -13- t. I' 6. .The right of any OWNER to contribution from'an~ other OWNER under this Article shall be appurtenant to the land and shall pass to such OWNER'S successor in title. 7. In 'the event of any dispute arising concerning a party wall, or under the provisions of this Article, each OWNER shall choose one (1) Arbitrator, and such Arbitrator' , . one (1) additional Arbitrator, and the decision a majority of all the Arbitrators. shall 'coose t shall be by IN WITNESS WHEREOF. INTRACOASTAL DEVELOPMENT INC., does hereby execute this Declaration of Restrictions in its name by its undersigned President, and affixes its corporate seal hereto, this day of March, 1987, at Delray !:leach, Florida. INTRACOASTAL DEVELOPMENT INC. BY: Nathan J. Miller, President ATTEST: .. '" ... ~ STATE OF FLORIDA COUNTY OF ) ) SS: ., I HEREBY. CERTIFY that on this day, before me, an officer .duly authorized in the state and County aforesaid, to take acknowledgements, personally appeared NATHAN J. MILLER, Presid,ent and ALAN MILLER, Vice President, hf. Intracoastal Developnent Inc., ~ Florida' partnership, to me known to be the person described 1n and who executed the foregoing instrument and he acknowledged that the said instrument is the act and deed of said corporation. WITNESS my signature and official seal !at in the County of Palm Beach and the State of Florida, this. day of March 1987. . ~ ~. NOTARY PUBLIC, STATE OF FLORIDA MY COMMISSION EXPIRES: . \. , -14- smmIT wAw SUBJ ECT PROPERTY LmAL DBSCRIPT ION A PARCEL OF LAND BEIOO THE WEST THREE-QUARTERS (""'.3/4) .OF, 'l'HE NORTH ONE-HALF (N.I/2) OF THE NOR'llIWEST ONE QUARTER (N.W.1/4) OF SECTION 18, TOWNSHIP 45 'SOUTH, RANGE 43 EAST, PALM BEACH COUNTY" FLORIDA, LESS, HooEVER, THE RIGHT OF WAY FOR L. W. D. D. CANAL L20 BEING THE NORTH 50.00 FEET OF SAID SECTION, AND LESS THE RIGHT OF WAY FOR LAWRENCE ROAD, (AN 80.00 FEET RIGHT OF WAY), EXCEPTING THEREFROM, THE WEST 140 FEET OF THE SOUTH 140 FEET OF THE NORTH 248 FEET OF SAID PARCEL. SUBJ ECT TO EAS EMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS OF WAY RECORD. CONTAINING: 53.60 ACRES .,' , , " .i ,~ " 15 .. , . .......... . .' AGREEMENT FOR PURCHASE AND SALl:: TH IS AGREEMENT FOR PURCHASE AND SALE ("Agreement") made and , - 7J,i.v//t>pVQuJ/ li"L entered into by and between INTRACOASTAL V.cROUP- INC., A Florida'-t"P Corporation, with offices at 70 So. Congress Avenue, Suite 201, Delray Beach, Florida ("Purchaser"), and KNOLLWOOD ORANGE GROVES INC., P.O. Box 952, Palm Beach, Florida ("Seller"). WIT N E SSE T B: < WHEREAS, Seller is the owner of that certain real property lying, being and situate in Palm Beach County, Florida, which is legally described on Exhibit "A" attached hereto and made a part'hereof ("Subject Property"): and WHEREAS, Seller is desirous of selling the Subject Property upon the terms and conditions hereinafter set forth: and , WHEREAS, Purchaser is desirous of purchasing the Subject Property \. upon the terms and conditions hereinafter set forth. NOW, THEREFORE, for and in consideration of good and valuable considera tions, the receipt whereof is hereby acknowledged by ea ch I party hereto from the other party hereto and in- consideration of the mutual covenants, conditions and promises herein contained, the parties hereto do hereby agree as follows: .\ 1. Sale of Subject Property. Seller agrees to sell the Subject Property and Purchaser agrees to purchase the Subject Property from Seller subject to and upon the terms and conditions hereinafter set for tho 2. Pu r ch a se Pr i ce . The purchase price to be paid.by Purchaser to Seller for the Subject Property shall be WO MILLION WO HUNDRED FIFTY THOUSAND DOLLARS ($2,250,000) ("Purchase Price") which isba se d upon FORTY-ONE THOU SAND NINE HUNDRED SEVENTY-SEVEN OOLLARS ($41,977) for each acre of land (presently calculated as 53.6 acres) included within the Subject Property, as set forth on a certain survey prepared by Bench Mark Land Surveying and Mapping Inc. and dated December 22, 1980, a copy of which is annexed hereto as exhibi t "B n. In determining the actual amount of acres to be paid for, there shall has accepted the terms of this agreement, to be held in trust in accordance with the terms and conditions set forth herein. (c) All Deposi ts shall be retained by the Escrow Agent, in an FDIC insured money market account with the interest income to inure to the benefit of the Purchaser as a credit against the Purchase Price providing Purchaser does no~ default under the terms of thi s Agreement, in accordance with the terms and conditions 6f Section 12 contained herein. All Deposits shall otherwise be held by the Escrow ,. Agent in trust, and shall be retained, pursuant to the terms and conditions of an "Escrow Agreement" which is attached hereto and made a part hereof. (d) TWO MILLION ONE HUNDRED AND FIFTY THOUSAND OOLLARS ($2,150,000) at "Closing" (as hereinafter defined), being the balance of the Purchase Price (subject to prorations, credits and adjustments \ as well as 1987 Real Estate Taxes as hereinafter provided) of which the Initial Deposit shall be a part thereof, shall be payable by wire transfer of good and sufficient federal funds to Seller or Sell er' s attorney, as Seller shall designate. (e) All deposits plus interest accrued thereon shall be fully refundable to Purchaser within NINETY (90) days following this Agreement's execution by the parties, and upon Purchaser's request the Escrow Agent shall refund to Purchaser all deposit(s) (plus interest accrued thereon), at which time this Agreement shall be deemed null and void without further force and effect with neither party having further responsibility or liability to the other hereunder. (f) All deposits, plus interest accrued thereon, shall become nonrefundable to the Purchaser, except in~the case of Seller's default hereunder, NINETY (90) days following this Agreement's execution. Notwithstanding the foregoing, Purchaser shall receive a credit toward the Purchase Price for the deposit upon the condi tion that cl osi ng of ti tl e to the Subj ect Prope rty takes pI ace within the time period(s) provided for in accordance with the terms of this Agreement subject to any rights of extension as hereinafter set forth. 4. Ti tl e. On or before TWENTY (20) days from the "Execution Date" (as hereinafter defined) Seller shall, at Seller's expense, 3 . .. , . be deducted from the area to be conveyed the portions containing rights of way of all paved highways, railroads, power transmission lines, gas transmission lines, intercity telephone lines,. unpaved county roads or rights of way of other utili ties or any .other area included therein which is burdened by easement or other encumbrance on the date of this Agreement's execution, which would prevent such area from being included in the gross area of property in order to establish the permitted density of building units per acre as hereinafter provided. Any property removed from the area permitted to calculate density of building units per acre, due to the foregoing, by the appropriate local government municipalities requested to issue approvals called for in paragraph 8, and resulting in a loss of building units shall be subject to the following adjustment of the purchase price. The price adjustment shall call for a reduction in a the total pur chase pr ice eq ual to FOU R-THOOSAND THREE HUNDRED AND SIXTY ($4,360.00) multiplied by the total number of building' units lost due to property removed f rom the area permitted to calculate density. It is expressly understood and agreed that the total number of building units permitted for the subject property is,presently two- hundred and fifty eight (258) units. Purchaser shall notify Seller of the amount of building uni ts excl uded f rom the permitted densi ty, as .. determined by the local government municipality fifteen (15) days prior to the closing date hereof and shall provide Seller the calculations used in arriving at the Purchase Price in' the manner af oresaid. 3. Method of Payment. The Purchase Price shall be paid as follows: (a) Upon the execution of this Agreement, Purchaser shall deliver to Manley H. Thaler c/o Thaler and Thaler, ("Escrow Agent") good and sufficient funds in the amount of FIFTY THOUSAND DOLLARS ( $ 5 0 , 0 0 0 ) (" I nit i aID e po sit " ), s u c h s urn b e i n gap art 0 f the aforedescribed Purchase Price. (b) Purchaser shall deliver to escrow agent good and sufficient funds in the amount of FIFTY THOUSAND DOLLARS ($50,000) ("additional deposit"), ONE HUNDRED EIGHTY DAYS from the date Seller 2 II cause to be delivered to Purchaser a commitment for the issuance of an ATLA Form B ti tIe insurance policy for the Subject Propetty (together _ ~ ~HKJf /.~Af'~~~~t:.C~AfM with recorded copies of the exceptions listed therein' in the amount ,~ vP of the Purchase Price ("Commitment"). The expense of the title insurance policy to be issued pursuant to the Commitment shall be the sole obligation of the Seller and shall be payable at Closing to the Seller's issuing agent. Purchaser may, at Purchaser's expense, obtain his own survey of the Subject Property ("Survey"), although the failure of Purchaser to obtain the Survey shall not be deemed a, default by Purchaser hereunder. Purchaser agrees to provide Seller, prior to Closing, a copy of the Survey for purposes of deleting the survey exception in the Commi tment. If the Survey reveals any encroachment or other defect affecting the Subj ect Property, said encroachment or other defect shall be treated as a title defect hereunder. Purchaser shall have FIFTEEN (IS) days from receipt of the Commitment to review title to the Subject property. In the event the Surveyor Commitment shall contain exceptions which render title to the Subject Property to be other than good, marketable and insurable, then Purchaser shall have the right to object to the status of Seller's title1 provided, however, in the event Purchaser shall fail to object to the status of Seller's title within such FIFTEEN (15) day period, then Purchaser's right to object to the ;status of Seller's title shall be deemed waived and Purchaser ,shall be deemed to have accepted the status of Seller's ti tIe. If an objection to title is made by Purchaser within such FIFTEEN (15) day period, Purchaser shall so notify Seller in writing specifying the matters which render Seller's title to the Subject Property other than good, marketable and insurable and Seller shall have ONE HUNDRED TWENTY (120) days from receipt of Purchaser's notice within which. to remove said d~fects, and if Seller is unsuccessful in removing them within said time, Purchaser o. shall have the option to either (i) accept title subject to the defects, or (ii) request a refund of all deposits paid hereunder (pI us interest accr ued thereon) which shall forthw i th be returned to Purchaser and thereafter Purchaser and Seller shall be released of all 4 . . further obligations under the Agreement; however, Seller agrees that he will, if title is found to be unmarketable, use diligent effort to correct the defect (s) in title within the time provided therefore, including the bringing of necessary suits. 5. Representations and Warranties. As an inducement to Purchaser to execute this Agreement, to close the transaction contemplated hereby and to pay. the Purchase Price therefor, Seller warrants and represents to Purchaser that: (a) As of the Closing, Seller will be the owner of the Subject Property in fee simple and subject to no liens or'encumbrances whatever other than the Permitted Exceptions and those which will be paid at Closing. (b) As of the Closing, Seller will have no unpaid bills for labor performed or materials supplied incident to the Subject Pr ope r ty. A no lien affidavit stating same will be delivered by Seller to Purchaser at the Closing. (c) Sell er has the power and author i ty to exe cute, deliver and carry out the terms and A-evisioI1:s of this Agreement and ~ has taken all necessary action to authorize its execution and delivery (except as otherwise provided for herein). This Agreement has been duly authorized, executed and del ivered on behalf of the Seller and constitutes a valid and binding obligation of the Seller, enforceable in accordance with its terms. No consent, authorization or approval ! by any governmental or public body or authority is r~quired in connection with the execution, delivery and performance by the Seller of the Agreement and/or taking any of the action contemplated herein. In the event any representation and warranty/set forth above and otherwise made by or on behalf of the Seller in connection with this transaction, cannot be confirmed at the time of closing~ Purchaser in his dis cretion may request Seller to ~est.ate such representa tion and warranty within Seller's affidavit with such obligations surviving the .4 Closing and delivery of deed or terminate this Agreement and be refunded all deposits paid hereunder (together with interest accrued thereon), at which time this Agreement shall be considered null and void without further force and effect. 5 --_.__._.._---_.._....._-----_._~- ". . '.. 6. Physical Condition of Property/Access for Examination. Purchaser, personally or through his agents, employees and/or contractors, may go upon the Property at any time or from time to time prior to the Closing, to make boundary lines or topographical surveys and to conduct such soil, engineering, environmental and other tests, investigations and analysis of the property as Purchaser deems . desirable, provided that Purchaser and Purchaser's agents, employees and/or contractors, shall comply with all applicable laws and ordinances in connection with such activities relating to the Property. Purchaser agrees that no construction of any nat ure, including grating, shall be initiated and no trees or bushes shall be cut or removed prior to closing except as may be reasonably required , (and with either Seller or Seller's Lessee present at the time of such removal) to prepare a survey of the Property and to perform such other activities on the Property which are authorized by the terms of this Agreement. Purchaser agrees that Purchaser nor any agent, employee, or contractor of Purchaser shall go upon the Property until such time as Purchaser shall provide Seller with a Public Liability Insurance Policy containing such limits as Seller shall reasonably' request and an endorsement insuring Seller against any claim for loss or casualty of Seller or any third person injured as a result of' Purchasers activities or the activities of Purchasers agents, employees or contractors on or about the property. Purchaser hereby agrees to indemnify and hold Seller harmless against any loss or claim of any type resul ting from Purchaser's or his agent's, employee's and/or contractor's~activities on the Property. 7. Deed/Closing. The conveyance of the Property by Seller to Pur chaser shall be by general warranty deed ("Deed") subj ect to: ( i) cP ( !jJJ required pursuant to this Agreement and the balance of all sums taxes for the year of Closing and subsequent years; (ii) those matters s q QT~c..r 7'0 S ~ 71.. 69<..7C.R '-/ ~f:..V 14 ~ .8,y ~IC.C,II~ IA. V /77h:i) ;!-/tlt;.{~) ):)ilUf~ set forth on exhibit. "C"Yattached hertto and made a part hereof t ("permitted exceptions"); and (iii) zoning, governmental regulations. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ The execution and delivery of the Deed and of all other documents 6 " required to be paid ("Closing") shall take place on January 4th, 1988 subject to any extensions as hereinafter provided. The Closing shall .dO t'fJUMJU7' ~ at p take place at the offices of Thaler and Thaler,V Suite 215, Palm Beach, .e; Florida 33480, or such other location as required by' Purchaser's institutional mortgage lender. Notwithstanding the foregoing, it is .. understood that the date of Closing shall be subject to satisfaction of the conditions precedent to Seller's and Purchaser's obligations for closing of title as set forth in Article 8 herein. 8. Conditions Precedent to Purchaser's Obligation for Closin9 ot Title. Pur chaser's obI iga tion hereunder to close ti tIe ,in accordance with the terms contained herein shall be subject to and contingent upon each and all of the following conditions (hereinafter collectively referred to as the .Conditions Precedent"): (a) That the Subject Property, at the time of Closing, has been annexed by the City of Boynton Beach and its land use designation conformed to the land use amendment change proposed under the City of Boynton Beach comprehensive plan and future land use map. The Pur chaser and Sell er acknowl edge that the Subj ect' Property is presently included within the proposed land use amendment and designated as low density residential (maximum density 4.82 units per acre) . (b) Rezoning of the Subject Property, (in conformity with J the comprehensive plan and future land use map referred to above). for a pI anned uni t development permi tting a maximum of 4.82 units per acre. (c) That the Subject Property, at the time of closing, shall be subject to final plat approval from all local, county and state government municipalities required to permit its filing in the official records of Palm Beach County, Florida. Seller agrees to cooperate in all applications necessary to permit the processing of Purchaser's applications for plat approval. (d) That the Subject ProPerty at the time of closing, is . subject to reservations obtained from the appropriate utility .. companies confirming that no moratorium exists and availability for 7 . ~. the premises to receive sufficient capacity and/or service of water, sewer and other utilities to meet the capacity anticipated of the project exists and that specifically sewer and water has been brought to and otherwise made available at the site of the Property, all in accordance with requirements of the respective governmental ;~ authori ties. (e) That the Subject Property at the time of closing, has ,"7,Jf4.f1~ '~l "~//uu#N~ obtained (with the cooperation of Seller if required) all offsite u......p c.- easements necessary to insure availability of water, sewer and other utili ties services. ~ /AJho/'U ~ &--. () Purchaser agrees to diligentlyvpursue the processing of all V applications required for satisfying the conditions set forth in Paragraph 8, subsection ~ It and 4. Purchaser furth~r agrees to rt'ZJ submit prior to April 1, 1987 all applications necessary for the Subject Properties' annexation and change of its Land Use Designation by the ci ty of Boynton Beach. Purchaser shall be entitled to an extension from the original scheduled date for Closing providing Purchaser has diligentij1ip~~~~: ,the processing of all applications and requires only the final c-f approval by the appropriate local government municipality in order to satisfy all conditions precedent to his obligations for closing of title, such extension not to exceed SIXTY (60)' days, inclusive of the / THIRTY. (30) day period following satisfaction of all conditions precedent as set forth in the following paragraph. Purchaser shall not be entitled to-further extensions from the original Closing date if Purchaser's applications to the appropriate government municipalities have resulted in a final denial of the requests set S!i~~~ ' forth herein oL S...uI ,If/LI'~ /.U.4 TH~ ~u..<<~~!/ AN/.ut.. 7l:l co"".~ ~/171 pr.e /LuAu v L~"J..(' 0'" 7N-6 ~~NnUNr,#j ~:I 70 ~;~ ."rey /*9~ .~/~ AtL~~paL. It is further understood and agreed that Closing shall~ take place ~'1p within THIRTY (30) days following the s~tisfaction of all Conditions ~ Precedent as set forth herein. If the date of Closing shall be a Saturday or Sunday or local or national holiday, the.Clof;ing shall be deemed extended to the next business day thereafter. In the event Purchaser has failed to satisfy the Conditions Precedent to its obligation for Closing of title, Purchaser may: (i) 8 .~ waive any part of all of the Conditions Precedent not yet satisfied, or (ii) if prior to the expiration of the first NINETY (90) days following execution of this Agreement, terminate this Agreement by written notice to Seller and have refunded all deposits paid hereunder (plus interest accrued thereon) at which time this Agreement shall be considered null and void without further force and effect; or ( iii) if subsequent to the first NINETY (90) days following execution of I this Agreement, forfeit all deposits paid hereunder (plus interest accrued thereon) to Seller in full settlement of all rights and liabilities hereunder at which time this Agreement shall be considered null and void without further force and effect. 9. Closing Costs and Prorations. The parties agree that the following shall be the schedule of obligations wi th respect to the Closing expenses hereunder, to wit: (a) Seller shall pay for the State documentary stamps on the Deed. (b) Purchaser shall pay for the recording of the Deed. (c) Seller shall pay the premium for the title insurance policy to be issued pursuant to the Commitment. )~\ jtP .- ~n tne-T1rBt ptlrcha~e money mortgage. ~irst pu.rchaco mOftey mortgage: or- (f) Purchaser shall pay Seller a prorated amount of the Real Estate Taxes assessed on the Subject Property for 19874-v~~H , , , TV T#i. ~~'T~ 4P{"/O..{"q(; commenc~ng from the date of th~s agreements execut~on tnrough uecembor_1 ~ ~m'f./A) h,c-r~ Vc-) J::;u~J" M//eul/~ :2)J:hvUf/ ~,# r~ "r/9.;c ,8;// r~ /M..A!C#~~L. ~1 -6-:l:, 1987. I / ClI) (g) All governmental and quasi-governmental improvement liens on or against the Subject Property which have been certified as of the date of the Closing or with re~pect to which the work has been substantially complete as of the date of the Closing though not yet certif ied, shall be paid by Seller and, if not certified, Purchaser shall receive a credi t, at Closing in an amount equal to the latest estimate therefor by the applicable governmental agency, provided that, upon request by either party hereto, the parties hereto shall, 9 '. upon the act ual amount of such 1 ien being establ ished, make whatever I adj ustments are necessary to reflect the actual amount of the lien notwithstanding the fact that the Closing has occurred~ Pe ndi ng governmental and quasi-governmental improvement liens on or against the Subject Property with respect to which the work has not been substantially completed as of the date of the Closing shall be assumed by Purchaser. are not fixed, taxes will be prorated tax and at the highest based on other than the (h) Re-al-pfoperty taxe~ on th >K prorated as of the date of Closing at the highest If the Closing occurs on a date when the taxes ~ If the tax proration is of taxes in question then, upon being known, the parties hereto agree of either, such taxes will be reprorated and the , adjustment made notwithstanding the fact that the Closing Except as otherwise specifically provided in this Agreement, all expenses and revenues (if any) of the Subject Property shall be prora ted or credi ted as the case may be to the day of Closing. 10. Possession. Possession of the Subj ect Property shall be delivered by Seller to Purchaser at Closing. 11. Condemnation or Eminent Domain. In the event of the , commencement of any condemnation or eminent domain proceeding for any public or quasi-public purpose at any time prior to ,the Closing res ul tin g 0 r w h i c h co u 1 d res u I tin the t a kin g 0 fall 0 ran y substantial part of the Subject Property, Purchaser shall have the option of: (i) cancelling this Agreement in which event the Deposit and all sums paid pursuant hereto shall be forthwith returned by the holders (s) thereof to Purchaser an.d upon such repayment, thi s Agreement shall be null, void and of no further force o'r effect and all parties hereto shall be released and relieved from any and all further liability or obligation hereunder; or (ii) closing the transaction contemplated by this Agreement in which event the Purchase Price shall not be abated; provided, however, that Seller shall assign 10 any condemnation or eminent domain award and its right to receive same to Pur chaser. 12. De f a ul t. In the event of a defaul t by Purchaser under this Agreement, except for the additional',right to be indemnified pursuant to Paragraph 15 hereof, Seller shall only have the right to receive the Deposit plus any interest accrued thereon as liquidated damages in full settlement of ,any claims against Purchaser and Purchaser shall have no other or further rights or liability hereunder, the parties acknowledge the exact amount of damages are , incapable of ascertainment. In the event of a defaul t by Seller under the terms of this Agreement, except for the addi tional right to be indemnified pursuant to Paragraph 15 hereof, Purchaser shall have the sole and exclusive remedies of either: {i} terminating this Agreement whereupon the Deposi t and all funds held by Escrow Agent shall be forthwith returned to Purchaser whereupon all parties hereto shall be released and relieved from any and all further liability or obligation hereunder: or (ii) proceeding to enforce this Agreement by an action for specific performance. Seller shall not be in defaul thereunder until Seller has received notice of the alleged default and has not cured same within THIRTY (3D) days from Seller's receipt of such noti ce. 13. Litigation. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred including, but not limited to, its reasonable , attorneys' fees at all trial and appellate levels and post judgment proceedings. 14. Noti ces. Unless otherwise specifically provided herein, all notices to be given hereunder shall be in writing and sent to the parties as hereinafter provided, certified mail, return receipt requested, postage prepaid. Unless otherwise specifically provided herein, said notices shall be effective on the day such notice is deposited in the United States mails. lJ ~ {),,t OP./Al ~ 7" /' f\ Notices as to Purchaser Intracoastal G-re\:1~ Inc. l,i-", (" shall be sent to: 7 0 So. Congres's Ave. 1201 C/ Delray Beach, Florida 33445 and a copy to: Michael D. Gordon, Esqui re c/o Boose, Casey, Ciklin, et ale 11 , Notices as to Seller shall be sent to: 515 No. Flagler Dr., Suite 1900 West Palm Beach, Florida 33401 CI/.4UV h.r.r~TPJ" ([/f^ Knollwood Orange Groves Inc. r..--V P.O. Box 952 v Palm Beach, Florida 33480 , and a copy to: Thaler and .Thaler Suite 215 50 Cocoanut Row Palm Beach, Florida 33480 Manley H. Thaler Suite 215 50 Cocoanut Row Palm Beach, Florida" 33480 ATTENTION: Michael D. Gordon 515 No. Flagler Dr., Suite 1900 West Palm Beach, Florida 33401 Notices as to Escrow Agent: The place to which any party hereto is entitled to receive any notice .~ may be changed by such party by giving notice thereof in accordance with the foregoing provision. 15. Brokerage. Each party hereto represents and warrants unto the other party hereto'that there are no real estate brokers or agents involved with respect to this transaction and that there are no brokerage fees, finder's fees or broker's commissions due as a result of their respective execution of this Agreement or which will be due as a resul t of the Closing as contemplated hereby by virtue of their respective acts, inactions, conduct or otherwise except; Sell er agrees to pay to Charles passentino R.E. Broker, a brokerage commi ssion in an amount equal to TEN (10%) of the gross sale price. Each party hereto does hereby agree to indemnify and hold the other harmless from any breach of their respective representations and warranties as set forth in this Paragraph. The provisions of this Paragraph shall survive the Closing. 16. Governing Law. This Agreement shall be governed and controlled by and enforced and construed under the laws of the State of Florida. Venue for any action or proceeding brought hereunder or pursuant hereto shall be eXClusively in Palm Beach County, Florida, except as same may be in contravention of applicable law. 17. Assignment. This Agreement may be assigned by Purchaser with the written consent of Seller (which consent shall not be . unreasonably withheld); however, Purchaser shall not be released from any obligations hereunder. , 12 18. Captions and Paragraph Headin9s. All captions or title of paragraphs used in this Agreement are for convenience only and are not intended to construe, limit, define or describe the scope or . intent of any paragraph of this Agreement nor in any way to affect this Agreement. .~ 19. Gende r . Whenever the oontext so requi res or admits, any pronoun used herein may be deemed to mean the corresponding masculine, feminine or neuter form thereof and the singular form of any nouns and pr ono uns herein may be deemed to mean the cor responding pl ur al form thereof and vice versa. 20. Execution Date. The ftExecution Daten hereof shall be the date when this Agreement is executed by the last of the parties hereto. 21. Time is of the E-ssence. Time is of the essence of this Agreement and each and every term and provision contained herein. 22. Saturdays, Sundays and Holidays. Any time period provided for herein which shall end or expire on a Saturday, Sunday, or legal holiday shall be deemed extended to the next full business day thereafter. 23. Counterparts. This Agreement may be executed in one or mor e counterparts, each of which shall be deemed to be an or iginal, but all-of which shall constitute one and the same Agreement. 24. No- Waiver. No waiver of any provisi_on of this Agreement J shall be effective unless it is in writing, signed by the party against whom it is asserted and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver. 25. Entire Agreement. i This Agreement and the documents referenced herein contain and set forth the entire understanding between the Seller and the Purchaser~ and it shall not be changed, modified or amended except by an instrument in writing and executed by the party against whom the enforcement of any such change, modification or amendment is sought. This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. 13 ~_: .. 26. ReI ationship. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership, joint venture or any other relationship between the Seller and the. Purchaser other than the relationship of a buyer and seller of real and personal property as set forth in this Agreement. 27. Recordation. Neither this Agreement nor any memorandum of this Agreement shall be recorded amongst the Public Records of any State or County. 28. Joint Preparation. The preparation of this Agreement has been a joint effort of the parties and this Agreement shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year appearing below their' respective signatures. ,. By: SELLER: KNOLLWOOD ORANGE GROVES INC. (/d ~ .'a~' .~~ ~~ ' PRESIDENT ATTEST: Da te : d-(Ol , 198Y BY:#~ "~dc~7 PURCHASER:~- RACOASTAL~ INC. / Y. '- ---- By: U,-tl ,',/ v Nathan /'. ~iller Da te: /y.t..,-- /', (/';) ATTEST: PRESIDENT , 191 14 .- .\ AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT FOR PURCHASE AND SALE ("Agreement") made and i)i.t:l/~uJ/lJlLp entered into by and. between INTRACOASTAL CROUP-- INC., A Florida 't.- Corporation, with offices at 70 So. Congress Avenue, Suite 201, Delray Beach, Florida ("Purchaser"), and KNOLLWOOD ORANGE GROVES INC., P.O. I Box 952, Palm Beach, Florida ("Sellern). WIT N E SSE T H: WHEREAS, Seller is the owner of that certain real property lying, being and si tuate in Palm Beach County, Florida, which is legally described on Exhibit "A" attached hereto and made a part hereof (nSubject Property"); and WHEREAS, Seller is desirous of selling the Subject Property upon the terms and conditions hereinafter set forth; and WHEREAS, Purchaser is desirous of purchasing the Subject Property upon the terms and conditions hereinafter set forth. NOW, THEREFORE, for and in consideration of good and valuable considerations, the receipt whereof is hereby acknowledged by each , party hereto f rom the other party hereto and in consideration of the mutual covenants, conditions and promises herein contAined, the parties hereto do hereby agree as follows: 1. Sale of Subject Property. Seller agrees to sell the Subject Property and Purchaser agrees to purchase the Subject Property f rom Seller subj ect to and upon the terms and condi tions hereinafter set forth. 2. Purchase Pric~. Th e pur ch a s e p rice to be pa i d by Purchaser to Seller for the Subj ect Property shall be 'lWO\ MILLION 'lWO HUNDRED FIFTY THOUSAND DOLLARS ($2,250,000) ("Purchase Price") which isba se d upon FORTY-ONE THOU SAND NINE HUNDRED SE.VENTY-SE.yEN OOLLARS ($41,977) for each acre of land (presently calculated as 53.6 acres) included within the Subject Property, as set forth on a certain survey prepared by Bench Mark Land Surveying and Mapping Inc. and dated December 22,1980, a copy of which is annexed hereto as exhibit "a". In determining the actual amount of acres to be paid for, there shall be deducted from the area to be conveyed the portions containing rights of way of all paved highways, railroads, power transmission lines, gas transmission lines, intercity telephone lines, unpaved county roads or rights of way of other utili ties or any other area included therein which is burdened by easement or other encumbrance on the date of this Agreement's execution, which would prevent such area from being included in the gross area of property in order to establish the permitted density of building units ,per acre as hereinafter provided. Any property removed from the area permitted to calculate density of building units per acre, due to the foregoing, by the appropriate local government municipalities requested to issue approvals called for in paragraph 8, and resulting in a loss of building units shall be subject to the fOllowing adjustment of the purchase pri ceo The pri ce adj ustment shall call for a reduction in the total purchase price equal to FOUR-THOUSAND THREE HUNDRED AND SIXTY ($4,360.00) multiplied by the total number of building units lost due to property removed f rom the area permitted to calculate density. It is expressly understood and agreed that the total number of building units permitted for the subject property is presently two- hundred and fifty eight (258) units. Purchaser shall notify Seller of the amount of building units excluded from the permitted density, as determined by the local government municipality fifteen (15) days ~ prior to the Closing date hereof and shall ;provide Seller the calculations used in arriving at the Purchase Price in" the manner af oresaid. 3. Method of Payment. The Purchase Price shall be paid as follows: (a) Upon the execution of this Agreement, Purchaser shall deliver to Manley H. Thaler c/o Thaler and Thaler, ("Escrow Agent") good and sufficient funds in the amount of FIFTY THOU'SAND DOLLARS ( $ 5 0 , 0 0 0 ) (" I nit i aID e po sit II ), S U c h s urn b e i n gap art 0 f the aforedescribed Purchase Price. (b) Purchaser shall deliver to escrow agent good and sufficient funds in the amount of FIFTY THOUSAND DOLLARS ($50,000) ("additional deposit"), ONE HUNDRED EIGHTY DAYS from the date Seller 2 has accepted the terms of this agreement, to be held in trust in accordance with the terms and conditions set forth herein. (c) All Deposi ts shall be retained by the Escrow Agent, in an FDIC insured money market account wi th the interest income to inure to the benefit of the Purchaser as a credit against the Purchase Price providing Purchaser does not default Qnder the terms of thi s Agreement, in accordance with the terms and condi tions of Section 12 contained herein. All Deposits shall otherwise be held by the Escrow Agent in trust, and shall be retained, pursuant to the terms and conditions of an "Escrow Agreement" which is attached hereto and made a part hereof. (d) TWO MILLION ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($2,150,000) at "Closing" (as hereinafter defined), being the balance ,. of the Purchase Price (subject to prorations, credits and adjustments as well as 1987 Real Estate Taxes as hereinafter provided) of whi ch the Ini tial Deposi t shall be a part thereof, shall be payable by wire transfer of good and sufficient federal funds to Seller or Seller's attorney, as Seller shall designate. (e) All deposi ts pI us interest accrued thereon shall be ~ fully refundable to Purchaser within NINETY (90) days following this Agreement's execution by the parties, and upon Purchaser's request the Escrow Agent shall refund to Purchaser all deposit(s) (plus interest accrued thereon), at which time this Agreement spall be deemed null I and void without further force and effect with neither party having further responsibility or liability to the other hereunder. (f) All deposits, plus interest accrued thereon, shall become nonrefundable to the Purchaser, except in the case ,of Seller's default hereunder, NINETY (90) days following this Agreement's exe cuti on. Notwithstanding the foregoing, Purchaser shall receive a credit toward the Purchase Price for the deposit upon the condition that closing of title to the Subject Property takes place within the time period(s) provided for in accordance with the terms of this Agreement subject to any rights of extension as hereinafter set forth. 4. Ti tl e. On or before 'IWENTY (20) days from the "Execution Date" (as hereinafter defined) Seller shall, at Seller's expense, 3 cause to be delivered to Purchaser a commitment for the issuance of an ATLA Form B ti tIe insurance policy for the Subject .Property (together _ , ~W'H~/.~#~~~~I:.C~ with recorded copies of the exceptions listed therein,? in .the amount ,~ ~ of the Purchase Price ("Commitment"). The expense of the title insurance pol icy to be issued pursuant to the Commitment shall be the sole obliga tion of the Seller and shall be payable at Closing to the Seller's issuing agent. Purchaser may, at Purchaser's expense, obtain his own ~ survey of the Subject Property ("Survey"), although the failure of Purchaser to obtain the Survey shall not be deemed a default by Purchaser hereunder. Purchaser agrees to provide Seller, prior to Closing, a copy of the Survey for purposes of deleting the survey exception in the Coromi tment. If the Survey reveals any encroachment or other defect affecting the Subj ect Property, said encroachment or other defect shall be treated as a title defect hereunder. Purchaser shall have FIFTEEN (15) days f rom receipt of the Commitment to review title to the Subject property. In the event the Surveyor Commitment shall contain exceptions which render ti tIe to the Subject Property to be other than good, marketable and insurable, then Purchaser shall have the right to object to the status of Seller's title; provided, however, in the event Purchaser shall fail to object to the status of Seller's title within such FIFTEEN (15) day period, then Purchaser's right to object to the; status, of Seller's title shall be deemed waived and Purchaser shall be deemed to have accepted the status of Seller's title. If an objection to title is made by Purchaser within such FIFTEEN (15) day period, Purchaser shall so notify Seller in writing specifying the matters which render Seller's title to the Subject Property other than good, marketable and insurable and Seller shall have ONE HUNDRED TWENTY (120) days from receipt of Purchaser's notice within which to remove said defects, and if Seller is unsuccessful in removing them within said time, Purchaser shall have the option to either (i) accept title subject to the defects, or (ii) request a refund of all deposits paid hereunder (plus interest accrued thereon) which shall forthwith be returned to Purchaser and thereafter Purchaser and Seller shall be released of all 4 ~ further obligations under the Agreement; however, Seller agrees that he will, if title is found to be unmarketable, use diligent effort to correct the defect(s) in title within the time provided therefore, including the bringing of necessary suits. 5. Representations and Warranties. As an inducement to Purchaser to execute this Agreement, to close the transaction conternpl ated hereby and to pay the Purchase Pr ice ther~for, Seller warrants and represents to Purchaser that: (a) As of the Closing, Seller will be the owner of the Subject Property in fee simple and subject to no liens or encumbrances whatever other than the Permitted Exceptions and .those which will be paid at Closing. (b) As of the Closing, Seller will have no unpaid bills for labor performed or materials supplied incident to~ the Subject Property. A no lien affidavit stating same will be delivered by Seller to Purchaser at the Closing. (c) Sell er has the power and author i ty to exe cute, del iver and carry out the terms and A-evisions of this Agreement and rt;;P has taken all necessary action to authorize its execution and delivery (except as otherwise provided for herein). This Agreement has been dUly authorized, executed and delivered on behalf of the Seller and constitutes a valid and binding obligation of the Seller,' enforceable in accordance with its terms. No consent, authorization or approval by any governmental or public body or authority is required in connection with the execution, delivery and performance by the Seller of the Agreement and/or taking any of the action contemplated herein. In the event any representation and warranty set forth above and otherwise made by or on behalf of the Seller in connection wi th this transaction, cannot be confirmed at the time of Closing, Purchaser in his discretion may request Seller to restate such representation and warranty within Seller's affidavit with such obligations surviving the Closing and delivery of deed or terminate this Agreement and be refunded all deposits paid hereunder (together with interest accrued thereon), at which time this Agreement shall be considered null and void without further force and effect. 5 ,. 6. Physical Condition of Property/Access for Examination. Purchaser, personally or through his agents, employees and/or contractors, may go upon the Property at any time or from time to time ~ prior to the Closing, to make boundary lines or topographical surveys and to conduct'such soil, engineering, environmental and'other tests, investigations and analysis of the property as Purchaser deems desirable, provided that Purchaser and Purchaser's agents, employees and/or contractors, shall comply with all applicable laws and ordinances in connection with such activities relating to the Property. Purchaser agrees that no construction of any nature, including grating, shall be initiated and no trees or bushes shall be cut or removed prior to closing except as may be reasonably required (and with either Seller or Seller's Lessee present at the time of such removal) to prepare a survey of the Property and to perform such other activities on the Property which are authorized by the terms of this Agreement. Purchaser agrees that Purchaser nor any agent, employee, or contractor of Purchaser shall go upon the Property until such time as Pur chase r shall prov ide Sell er with a Publ ic Liabi 1 i ty Insurance Policy containing such limits as Seller shall reasonably request and an endorsement insuring Seller against any claim for loss or casualty of Seller or any third person injured as a result of Purchasers activities or the activities of Purchasers ag~nts, employees or , contractors on or about the property. Purchaser hereby agrees to indemnify and hold Seller harmless against any loss or claim of any type resul ting from purchaser's or his agent's, employee's and/or contracto.r'sactivities on the Property. 7. Deed/Closing. The conveyance of the Property by Seller to Purchaser shall be by general warranty deed ("Deed") subject to: (7"/ / ~1.1 taxes for the year of Closing and subsequent years; (ii) those matters! !9' S"QT~cr ro St97/.[ J'C-u..-ro.Rl./ ~f:-V/~~.8:I ~",,-clI~LA V/77I;;;) .-"'dE:.~) 1::I"Y.(' set forth on exhibit. nCnYattached hereto and made a part hereof t ("permitted exceptions"); and (iii) zoning, governmental reghlations. ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ l. ( i) The execution and delivery of the Deed and of all other documents , required pursuant to this Agreement and the balance of all sums 6 ~ required to be paid ("Closing") shall tak.e place on January 4th, 1988 subject to any extensions as hereinafter provided. The Closing shall ft ~()CIMJur ~ .JL P take place at the offices of Thaler and Thaler,V Suite 215,. Palm Beach, c..- Florida 33480, or such other location as required by Purchaser's institutional mortgage lender. Notwithstanding the foregoing, it is understood that the date of Closing shall be subject to satisfaction of the conditions precedent to Seller's and Purchaser's obligations for closing of title as set forth in Article 8 herein. 8. Conditions Precedent to Purchaser's Obligation for Closin9 of Ti tl e . Purchaser's obligation hereunder to close title in accordance with the terms contained herein shall be subject to and contingent upon each and all of the following conditions (hereinafter collectively referred to as the "Conditions Precedent"): (a) That the Subject Property, at the time of Closing, has been annexed by the Ci ty of Boynton Beach and its land use designation conformed to the land use amendment change proposed under the City of Boynton Beach comprehensive plan and future land use map. The Purchaser and Seller acknowledge that the Subject Property is presently included within the proposed land use amendment and designated as low density residential (maximum density 4.82 units per acre) . (b) Rezoning of the Subject Pro~rty: (in conformity with the comprehensive plan and future land use map referred to above) for a planned unit development permitting a maximum of 4.82 units per acre. (c) That the Subj ect Prope rty, at the time of closing, shall be subject to final plat approval from all local, county and state government municipalities required to permit its filri.ng in the official records of Palm Beach County, Florida. Seller agrees to ". cooperate in all applications necessary to permit the processing of Purchaser's applications for plat approval. (d) That the Subject Property at the time of closing, is subject to reservations obtained from the appropriate utility companies confirming that no moratorium exists and availability for 7 the premises to receive sufficient capacity and/or service of water, sewer and other utilities to meet the capacity anticipated of the project exists and that specifically sewer and water has been brought to and otherwise made available at the site of the Property, all in accordance with requirements of the respective governmental authori ties. (e) That the Subject Property at the time of closing, has /lr7#4JbI6-lIfJP44AI"l ".--/t..u/lN~ obtained (with the cooperation of Seller if required) all offsite t);'1J GI" easements necessary to insure availabil ity of water, sewer and other utili ties services. ~".Nh',,~ ~ 6).'," "n Pur ch ase r agr ee s to di I ige ntly vpur sue th e pr 0 ce ssi ng of all ~,,r applications required for satisfying the conditions se~ forth in Paragraph 8, subsection lLt . and 4. Purchaser further agrees to rt'''' () submit prior to April 1,1987 all applications necessary for the Subject Properties' annexation and change of its Land Use Designation by the ci ty of Boynton Beach. Purchaser shall be enti tIed to an extension from the original ~':<J/~~ hurl scheduled date for Closing providing Purchaser has diligently pursued [// the processing of all applications and requires only the final c-fJ approval by the appropriate local goverrunent municipali ty in order to satisfy all conditions precedent to his oblig'ations .for closing of title, such extension not to exceed SIXTY (60) days, inclusive of the THIRTY (30) day period fOllowing satisfaction of all conditions precedent as set forth in the following paragraph. Purchaser shall not be entitled to further extensions from the original Closing date if Purchaser's applications to the appropriate government ~ municipalities have resulted in a final denial of the requests set forth herein oL .J14.Ul1!i1~ ;t/Ue.ul.;r.(~..4 /He "14.C~~~ ~/~t.- 7l) co.-.~ ~/77I 77fe /~ u4Jv L'~,,)..(' 0<'" -;HI &v~AlnJUNr.#L ~:I 70 ~;e# p;e~ /~v.I '~/Ib AtL;I,w~p.aL. It is further understood and agreed that Closing shall take place /llp within THIRTY (30) days following the satisfaction of all Conditions ~ Precedent as set forth herein. If the date of Closing shall be a Saturday or Sunday or local or national holiday, the Closing shall be deemed extended to the next business day thereafter. In the event Purchaser has failed to satisfy the Conditions Precedent to its obligation for Closing of title, Purchaser may: (i) 8 waive any part of all of the Conditions Precedent not yet satisfied, or (ii) if prior to the expiration of the first NINETY (90) days following execution of this Agreement, terminate this Agreement by written notice to Seller and have refunded all deposits paid hereunder (plus interest accrued thereon) at which time this Agreement shall be considered null and void without further force and effect1 or (iii) if subsequent to the first NINETY (90) days following execution of this Agreement, forfeit all deposits paid hereunder (plus interest accrued thereon) to Seller in full settlement of all rights and liabilities hereunder at which time this Agreement shall be considered null and void without further force and effect. 9. Closing Costs and Prorations. The parties agree that the following shall be the schedule of obligations wi th respect to the Closing expenses hereunder, to wit: (a) Seller shall pay for the State documentary stamps on the Deed. (b) Purchaser shall pay for the recording of ~the Deed. (c) Seller shall pay the premium for the t~tle insurance policy to be issued pursuant to the Commitment. )~ _! ~ ~it'ot purohaoc money mortgage. ---- ~ tb-crTii5t purcha5e money mortgage. (f) Purchaser shall pay Seller a prorated amount of the Real Estate Taxes assessed on the Subject Property for 1987~~~H . . . TV T#L 7.J(!rt; ,r-Ilo.//Q't; commenc~ng from the date of th~s agreements executlon ~~rougn Deoemc~T_1 ~ rA/T/f//J h"r~ (t,) l::#V..f" M//d"uJ//~f ~~hvUf./ c,# r~ -r/l-JC a;/I ~~ /M-IItC-#N~L. .:4: ~, 1987. I / ~ (g) All governmental and quasi-governmental improvement liens on or against the Subject Property which have been certified as of the date of the Closing or with respect to which the work has been substantially complete as of the date of the Closing though not yet certif ied, shall be paid by Seller and, if not certified, Purchaser shall receive a credi t, at Closing in an amount equal to the latest estimate therefor by the applicable governmental agency, provided that, upon request by either party hereto, the parties hereto shall, 9 upon the actual amount of such lien being established, make whatever ~ adj ustments are necessary to reflect the act ual amount of the I i en notw i thstanding the fact that the Closing has occur red. Pending governmental and quasi-governmental improvement liens on or against the Subject Property with respect to which the work has not been substantially completed as of the date of the Closing shall be assumed by Purchaser. ~~ t' tax and at the highest based on other than the ( h) Rea-l---pI'operty taxe!! on th =* prorated as of the date of If the Closing occurs on a date when the taxes are not fixed, taxes will be prorated the then,prior year's If the tax proration is of taxes in question then, upon being known, the parties hereto agree of either, such taxes will be reprorated and the adjustment made notwithstanding the fact that the Closing Except as otherwise specifically provided in this Agreement, all expenses and revenues (if any) of the Subject Property shall be prorated or credited as the case may be to the day of Closing. 10. Possession. Possession of the Subj ect Property shall be delivered by Seller to Purchaser at Closing. 11. Condemnation or Eminent Domain. In the event of the , commencement of any condemnation or eminent domain proceeding for any public or quasi-public purpose at any time prior to the Closing resulting or which could result in the taking of all or any substantial part of the Subject Property, Purchaser shall have the option of: (i) cancelling this Agreement in which event the Deposit and all sums paid pursuant hereto shall be forthwith returned by the holders(s) thereof to Purchaser and upon such repayment, this Agreement shall be null, void and of no further force or ~effect and all parties hereto shall be released and relieved f rom any and all further liability or obligation hereunderf or (ii) closing the transaction contemplated by this Agreement in which event the Purchase Price shall not be abated; provided, however, that Seller shall assign 10 any condemnation or eminent domain award and its right to receive same to Purchaser. 12. De fa ul t. In the event of a defaul t by Purchaser under this Agreement, except for the additional right to be indemnified pursuant to Paragraph IS hereof, Seller shall only have the right to receive the Deposit plus any interest accrued thereon as liquidated damages in full settlement of any claims against Purchaser and Purchaser shall have no other or further rights or liability hereunder, the parties acknowledge the exact amount of damages are incapable of ascertainment. In the event of'a default by Seller under the terms of this Agreement, except for the additional right to be indemnified pursuant to Paragraph 15 hereof, Purchaser shall have the sole and exclusive remedies of either: (i) terminating this Agreement whereupon the Deposi t and all funds held by Escrow Agent shall be forthwith returned to Purchaser whereupon all parties hereto shall be released and relieved from any and all further liability ot obligation hereunder; or (ii) proceeding to enforce this Agreement ,by an action for specific performance. Seller shall not be in defaul thereunder until Seller has received notice of the alleged default and has not cured same within THIRTY (30) days from Seller's receipt of such notice. 13. Litigation. In connection with any litigation arising out of this Agreement, the prevailing party shall be; entitled to recover all costs incurred including, but not limited to, its reasonable attorneys' fees at all trial and appellate levels and post judgment proceedings. 14. Noti ces. Unless otherwise specifically provided herein, all notices to be given hereunder shall be in writing and sent to the parties as hereinafter provided, certified mail, return receipt requested, postage prepaid. Unless otherwise specifically provided herein, said notices shall be effective on the day such notice is deposited in the United States Notices as to Purchaser shall be sent to: mail s. ~ t tJ'-~r'.tm e-<(J 7" /. '" Intracoastal CI6\:1 Inc. I.!.~-~ b' V 70 So. Congress Ave. 4201 Delray Beach, Florida 33445 and a copy to: Michael D. Gordon, Esquire c/o Boose, Casey, Ciklin, et al. 11 Escrow Agent: 515 No. Flagler Dr., Suite 1900 West Palm Beach, Florida 33401 C#.4A.,1sr /!I.r.U,AJTpJ" &V'- Knollwood Orange Groves Inc. . c"; P.O. Box 952 ' Palm Beach, Florida 33480 Thaler and Thaler Suite 215 50 Cocoanut Row Palm Beach" Florida 33480 Manley H. Thaler Suite 215 50 Cocoanut Row Palm Beach, Florida 33480 ATTENTION: Michael D. Gordon 515 No. Flagler Dr., Suite 1900 West Palm Beach, Florida 33401 Notices as to Seller shall be sent to: and a copy to: Notices as to The place to which any party hereto is entitled to receive any notice may be changed by such party by giving notice thereof il\ accordance with the foregoing provision. 15. Brokerage. Each party hereto represents and warrants unto the other party hereto that there are no real estate brokers or agents involved with respect to this transaction and that there are no brokerage fees, finder's fees or broker's commissions due as a result of their respective execution of this Agreement or which will be due as a resul t of the Closing as contemplated hereby by virtue of their respective acts, inactions, conduct or otherwise except; Sell er agrees to pay to Charles Passentino R.E. Broker, a brokerage commission in an amount equal to TEN {10%) of the gross sale price. Each party hereto does hereby agree to indemnify and hold the other harmless from any breach of their respective representations and warranties as set forth in this Paragraph. The provisions of this Paragraph shall survive the Closing. 16. Governing Law. This Agreement shall be governed and controlled by and enforced and construed under the laws of the State of Florida. Venue for any action or proceeding brought hereunder or pursuant hereto shall be exclusively in Palm Beach County, Florida, except as same may be in contravention of applicable law. 17. Assignment. This Agreement may be assigned by Purchaser with the written consent of Seller {which consent shall not be unreasonably withheld); however, Purchaser shall not be released from any obligations hereunder. 12 18. Captions and Paragraph Headings. All captions or title of paragraphs used in this Agreement are for convenience only and are not intended to construe, limit, define or describe the scope or intent of any paragraph of this Agreement nor in any way to affect this Agreement. Whenever the context so requires or admits, any 19. Gende r . pronoun used herein may be deemed to mean the corresponding masculine, , feminine or neuter form thereof and the singular form of any nouns and pronouns herein may be deemed to mean the corresponding' plural form thereof and vice versa. 20. Execution Date. The "Execution Date" hereof shall be the date when this Agreement is executed by the last of the parties hereto. 21. Time is of the E-ssence. Time is of the essence of this Agreement and each and every term and provision contained 'herein. 22. Saturdays. Sundays and Holidays. Any time period provided for herein which shall end or expire on a Saturday, Sunday, or legal holiday shall be deemed extended to the next full business day thereafter. 23. Co unterpa rts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an or iginal, but all of which shall constitute one and the same Agreement. 24. No- Waiver. No waiver of any provisio~ of this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver. 25. Entire Agreement. This Agreement and the documents referenced herein contain and set forth the entire understanding between the Seller and the Purchaser, and it shall not be changed, modified or amended except by an instrument in ,writing and executed by the party against whom the enforcement of any such change, modification or amendment is sought. This Agreement shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. 13 ~ .. 26. Relationship. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership, joint venture or any other relationship between the Seller and the Purchaser other than the relationship of a buyer and seller of real and personal property as set forth in this Agreement. 27. Recordation. Neither this Agreement nor any memorandum of thi s Agr eement shall be recorded amongst the Publ ic Records of any State or County. 28. Joint Preparation. The preparation of this Agreement has been a joint effort of the parties and this Agreement shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year appearing below their respective signatures. By: SELLER: KNOLLWOOD ORANGE GROVES ?'/}),C'rl2-~ ~ ~ PRESIDENT ATTEST: ~ Da te : d-.(OL , 198Y ATTEST: BY:~~ . ~~~7 PURCHASER.....g~.:T~ INC. By: ~!w-~ '{ Nathan ~'. Miller Da te : ~r:;:..-- 1', G' 'u PRESIDENT , 191 14 ------------ ~-~ ----- EXHIBIT -A- SUBJECT PROPERTY LmAL DESCRIPl'IOH A PARCEL OF LAND BEIOO THE WEST THREE-QUARTERS (W.3/4) OF THE NORTH ONE-HALF (N.l/2) OF THE NORTHWEST ONE QUARTER (N.W.1/4) OF SECTION 18, TOWNSHIP 45 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY;, FLORIDA; LESS, HOWE.VER, THE RIGHT OF WAY FOR L. W. D. D. CANAL L20 BEING THE NORTH 50.00 FEET OF SAID SECTION, AND LESS THE RIGHT OF WAY FOR LAWRENCE ROAD, (AN 80.00 FEET RIGHT OF WAY); EXCEPTING THEREFROM, THE WEST 140 FEET OF THE SOUTH 140 FEET OF THE NORTH 248 FEET OF SAID PARCEL. SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS OF WAY RECORD. CONTAINING: 53.60 ACRES 15 RXHIBIT -8- SPECIMEN EXH IB IT "B" SURVEY BY BENCB MARK LAND SURVEYING AND MAPPING INC. DATED DECEMBER 22, 1980 , 16 . . , EmmIT .C. SPECIMEN EXHIBIT "C" , TO BE ATTACHED UPON PREPARATION OF CONTINUANCE AND REVIEW OF ALL HARD COpy , 17 ESCROW AGREEMENT THIS ESCRCM AGREEMENT ("Escrow Agreementl) is made and entered into between INTRACOASTAL GROUP INC., A Florida Corparation, and KNOLLWOOD ORANGE GROVES INC., (hereinafter referred to as "Principal(s)") and Manley H. Thaler, Esquire, whose address is c/o Suite 215, 50 Cocoanut Row, Palm Beach, Florida 33480k(hereinafter referred to as "Escrow Agent"). WHEREAS, Principal(s) desire that escrow agent hold certain property as described on "Exhibit A" hereto ("Escrowed Property") pursuant to certain documents described on "Exhibit B" hereto, if any ("Documents"); and WHEREAS, Escrow Agent has agreed to act as Escrow Agent for the Escrowed Property on the terms and condi tions now about to be set for th. NOW, THEREFORE, in consideration of the covenants ~nd agreements herein set forth and other good and lawful consideration, the receipt and suff iciency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: I. Escrow A. Escrow Agent agrees to hold all of the Escrowed Property in escrow subject to the terms and conditions contained in thi s Escrow Agreement and the Documents, if any. The prov isions of this Escrow Agreement shall control in the event of any conflict between the provisions hereof and the provisions of the Documents, if any. B. Unless otherwise provided for in this Escrow Agreement or any addendum hereto, Escrow Agent shall disburse the Escrowed Property without interest or other accumulation in value. c. Escrow Agent shall not be deemed to have knowledge of any matter or thing unless and until Escrow Agent has actually received written notice of such matter or thing and Escrow Agent shall not be charged with any constructive notice whatsoever. D. In the event the Escrowed Property consists in whole or in part of stocks, bonds or certif ica tes of deposi t (or any other property which may fluctuate in value) Escrow Agent shall hold in escrow, pursuant to this Escrow Agreement, any proceeds of the Escrowed Property actually delivered to Escrow Agent and realized as a result of splits, calls, redemptions or otherwise, but shall not be obligated to ascertain the existence of (or initiate recovery of) such proceeds or to become or remain informed with respect to the possibility or probability of such proceeds being realized at any time in the future, or to inform any Principal (s). or any third party with respect to the nature and extent of any proceeds realized, except upon the written request of such party, or to monitor current market values of the Escrowed Property. Further, Escrow Agent shall not be obligated to proceed with any action or inaction based on information with respect to market values of the Escrowed Property which Escrow Agent may in any manner learn, nor shall Escrow Agent be obligated to inform Principal (s) or any third party with respect to market values of anyone or more of the Escrowed Property at any time, Escrow Agent having no duties with respect to investment management or information, all Principal(s) understanding and intending that Escrow Agentls responsibili ties are purely ministerial in nature. Any reduction in the market value or other value of the Escrowed Property while deposited with Escrow Agent shall be at the sole risk of Principal(s). E. In the event instructions from princi'pal(s) would require Escrow Agent to expend any monies or to incur any cost, Escrow 18 Agent shall be entitled to refrain from taking any action until it receives payment for such costs. ~ F. Principal (5) acknowledge and agree th,at nothing in this Escrow Agreement shall prohibit Escrow Agent from (1) serving in a similar capaci ty on behalf of others or (2) acting in the capacity of attorneys for one or more Principal(s) in connection with any matter. II. Release of Escrowed Property A. Escrow Agent agrees to release the Escrowed property in accordance with the terms and conditions set forth in the Documents, if any, and this Escrow Agreement. B. In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Principal (s) or from third persons with respect to the Escrowed Property or any other sums or things which may be held hereunder, which, in its sole opinion, are in conflict with any provision of this Escrow Agreement and/or the Documents, if any, Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by all principal(s) and said third persons, if any, or by a final order or judgment of a court of competent jurisdiction. c. If all or any portion of the Escrowed property delivered to Escrow Agent is in the form of a check or in any form other than cash, Escrow Agent shall deposit same as required but shall not be liable for the nonpayment thereof nor responsible to enfor ce collection thereof. If such check or other instrument other than cash representing the Escrowed Property is returned to Escrow'Agent unpaid, Escrow Agent shall notify the applicable Principal(s) for further instructions. III. Liability of Escrow Agent A. It is agreed that the duties of Escrow Agent are purely ministerial in nature and shall be expressly I imi ted to the safekeeping of the Escrowed Property and for the disposition of same in accordance with the Documents, if any, and this Escrow Agreement. Each Principal hereby indemnifies Escrow Agent and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with this Escrow Agreement or which may result from Escrow Agent'S following of instructions from Principal(s), and in' connection therewith, indemnifies Escrow Agent against any and all expenses, including attorneys' fees and the cost of defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted. Escrow Agent shall be vested with a lien on all Escrowed Property held hereunder which is deliverable to principal(s) under the terms of this Escrow Agreement, for indemnification, attorneys' fees, court costs arising from any suit, interpleader or otherwise, or other expenses, fees or charges of any character or nature, which may be incurred by Escrow Agent by reason of disputes arising between Principal (s) and/or any third party as to the correct interpretation of this Escrow Agreement and/or the Documents, i.f any, and instructions given to Escrow Agent hereunder, or otherwi~e, with the right of Escrow Agent, regardless of the instruments aforesaid and wi thout the necessi ty of instituting any action, suit o,r proceeding, to hold the Escrowed Property until and unless said additional expenses, fees and charges shall be fully paid. /J),9AJ.I~"'.~) Vl B. It is further agreed at Escrow Agent shall have the right to utilize the services of ~n6 oar., Esquire, as its attorneys and same shall not affect or in any way prejudice or limit Escrow (}J/- 19 Agent's entitlement to r'easonable attorneys. fees for the services of such attorneys as set forth in this Escrow Agreement. IV. Disputes A. In the event Escrow Agent is joined as a party to a lawsuit by virtue of the fact that it is holding the Escrowed Property, Escrow Agent shall, at its option, either (1) tender the Escrowed Property to the registry of the appropriate court or (2) disburse the Escrowed Property in accordance with the court.s ultimate disposition of the case, and Principal (s) hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or losses in connection therewith including, but not limited to, reasonable attorneys. fees and court costs at all trial and appellate levels. B. In the event Escrow Agent tenders the Escrowed Property to the registry of the appropriate court and files an action of interpleader naming the Principal(s) and any affected third parties of whom Escrow Agent has received actual notice, Escrow Agent shall be released and relieved from any and all further obligation and liability hereunder or in connection herewith and Principal(s) hereby, jointly and severally, indemnify and hold Escrow Agent -harmless from and against any damages or losses arising in connection therewith i ncl udi ng, but not 1 imi ted to, all costs and expenses incur red by Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels. V. Term of Agreement A. This Escrow Agreement shall remain in effect unless and until it is cancelled in any of the following manners: 1. Upon written notice given by all Principal(s) of cancellation of designation of Escrow Agent to act and serve in said capacity, in which event, cancellation shall take effect no earlier than twenty (20) days after notice to Escrow Agent of such cancellation~ or 2. Escrow Agent may resign as escrow agent at any time upon giving notice to Principal (s) of its desire to so resign ~ provided, however, that resignation of Escrow Agent shall take effect no earlier than ten (10) days after the giving of notice of resignation~ or 3. Upon compl iance with all escrow provisions as set forth in this Escrow Agreement and in the Documents, if any. B. In the event Principal(s) fail to agree to a successor escrow agent within the period described hereinabove, Escrow Agent shall have the right to deposit all of the Escrowed Property held hereunder into the registry of an appropriate court and request judicial determination of the rights between Principal(s),' by interpleader or other appropriate action, and Principal(s) hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or losses in connection therewith including, but not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels. ' c. Upon termination of the duties of Escrow Agent in either manner set forth in subparagraphs 1 or 2 of Paragraph A of this Article V, Escrow Agent shall deliver all of the Escrowed Property to the newly appointed escrow agent designated by the Principal(s), and, except for rights of Escrow Agent specified in Paragraph A of Article III of this Escrow Agreement, Escrow Agent shall not o~herwi se have the right to withhold Escrowed Property from said newly appointed escrow agent. 20 D. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Escrow Agreement unless in writing and signed by all Principal(s) and Escrow Agent. In no event shall any modification of this Escrow Agreement,' which shall affect the rights or duties of Escrow Agent, be binding on Escrow Agent unless it shall have given its prior written consent. VI. Notices All notices, certificates, requests, demands, materials and other communications hereunder shall be in writing and deemed to have been duly given (1) upon delivery by hand to the appropriate address of each Principal or Escrow Agent as set forth in this Escrow Agreement or in the Documents, if any, or (2) on the third business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid to such address. All notices to Escrow Agent shall be addressed to the attorney signing on behalf of Escrow Agent at the following address: Manley H. Thaler c/o Thaler and Thaler 50 Cocoanut Row Suite 215 Palm Beach, Florida 33480 VII. Choice of Law and Venue This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event any action, suit or proceeding is instituted as a result of any matter or thing affecting this Escrow Agreement, the parties hereto hereby designate Palm Beach County, Florida, as the' proper jurisdiction and the venue in which same is to be instituted. VIII. Cumulative. Rights No right, power or remedy conferred upon Escrow Agent by this Escrow Agreement is exclusive of any other right, power or remedy, but each and every such right, power or remedy shall be cumulative and concurrent and shall be in addition to any other right, power or remedy Escrow Agent may have under the Escrow Agreement or now or hereafter existing at law, in equity or by statute, and the exercise of one right, power or remedy by Escrow Agent shall not be construed or considered as a waiver of any other right; power or remedy. IX. Binding Agreement This Escrow Agreement shall be binding upon the Principal(s) and Escrow Agent and their respective successors and assigns. 21 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this ~ day of ~A'.Iv,U1:'y"', 19~7. Signed, Sealed and Delivered in the Presence of: SELLER: PURCHASER: INTRAroASTAL ~~ '(~ INC. ~z;.~/~ NATHAN ~1" MtLLER, PRESIDENT social ~~urity or corporate identifleation number 1_3 J - n ' 'f >- 7 Y ~ D ~ A<<L+'1 24 ~ EXHIBIT -A- SUBJECT PROPBRTY LEGAL DESCRIPrIOH A PARCEL OF LAND BEING THE WEST THREE-QUARTERS (W. 3/4) OF THE NORTH ONE-HALF (N.1/2) OF THE NORTHWEST ONE QUARTER (N.W.1/4) OF SECTION 18, TOWNSHIP 45 soum, RANGE 43 EAST, PALM BEACH COUNTY" FLORIDA, LESS, HOOEVER, THE RIGHT OF WAY FOR L. W. D. D. CANAL L20 BEIN:; THE NORTH 50.00 FEET OF SAID SECTION, AND LESS mE RIGHT OF WAY FOR LAWRENCE ROAD, (AN 80.00 FEET RIGHT OF WAY) , EXCEPTING THEREFROM, 'mE WEST 140 FEET OF THE SOUTH 140 FEET OF THE NORTH 248 FEET OF SAID PARCEL. . SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS OF WAY RECORD. CONTAINING: 53.60 ACRES 22 , ~'.~"''''''~M,r- RIRIBIT -B- SPECIMEN AGREEMENT FOR PURCHASE AND SALE Agreement for Purchase and Sale ("Agreement") make and entered into by and between INTRACOASTAL GROUP INC., A Florida Corporation, with offices at 70 So. Congress Avenue, Suite 201, Delray Beach, Florida ("Purchaser"), and KNOLLWOOD ORANGE GROVES INC., P.O. Box 952, Palm Beach, Florida ("Seller"). 23 i ADDEND{] M THIS ADDENDUM TO AGREEMENT FOR PURCHASE AND SALE (-Addendum") , made and entered into by and between INTRACOASTAL GROUP INC., A Florida Corporation, with offices at 70 So. Congress Avenue, Suite 201, Delray Beach, Florida (WPurchaser") and KNOLLWOOD ORANGE GROVES INC., P.O. Box 952, Palm Beach, Florida (IISeller"). WIT N E SSE T H: WHEREAS, Purchaser and Seller have entered into an agreement for Purchase and Sale dated the <<. day of ~1:./3LU-4L:/ ' 1987~ and whereas the parties desire to provide for an alternative purchase price and terms for the method of its payment (in addi tion to those set forth in Agreement For Purchase And Sale. NOW, THEREFORE, for and in consideration of good and valuable considerations, the receipt whereof is hereby acknowledged by each party hereto from the other party hereto and in consideration of the mutual covenants, conditions and promises herein contained, the parties hereto do hereby agree as follows: 1. El ecti on of Terms 1 Seller and Pur chaser agree that upon Purchasers election, the following amendments shall be incorporated into the terms and condi tions set forth in Section 2 and 3 of the Agreement For Purchase And Sale as aforementioned. 2. ~rchase Price. The purchase price shall be amended to an amount equal to TWO-MILLION FIVE HUNDRED THOUSAND ($2,500,000) DOLL ARS . The price adjustment called for in Section 2 shall be amended to equal FOUR-THOUSAND EIGHT HUNDRED FORTY FOUR &ilD 96/l00S ($4,844.96) DOLLARS. 3. Method of Payment. The Purchase Price shall be paid as follows: (a) Upon the execution of this Agreement, Purchaser shall deliver to Thaler and Thaler, (-Escrow Agentll) good and sufficient funds in the amount of FIFTY THOUSAND DOLLARS ($50,000) (IIInitial Deposit"), such sum being a part of the aforedescribed Purchase Price. (b) Pur chaser shall del iver to escrow agent good and sufficient funds in the amount of FIFTY THOUSAND DOLLARS ($50,000) ("additional depositll), ONE HUNDRED EIGHTY DAYS from the date Seller . h'as accepted the terms of this agreement, to be held in trust in accordance with the terms and conditions set forth herein. (c) All deposi ts shall be retained by the Escrow Agent, in an FDIC insured money market account with the interest income to insure to the benefit of the Purchaser as a credit against the Purchase Price providing Purchaser does not default under ~he terms of this Agreement, in accordance with the terms and conditions of Section 12 contained herein. All deposits shall otherwise be held by the Escrow agent in trust, and shall be retained, pursuant to the terms and conditions of an .Escrow AgreementR which is attached hereto and made a part hereof. (d) ONE MILLION EIGHT HUNDRED SEVENTY FIVE THOUSAND ($1,875,000) DOLLARS by Seller receiving a First Purchase Money , Mortgage and Note in accordance with the terms and conditions /? __.1 $oi1 Al~:rO wcu.<< ~/I CoJ'r.r ~ ~d'UAr~ hereinafter set forth#""~~~ .M /1/?"b'#"u[: ~t"',4ri'7J 70 Sw:.# A/or~ ~ r<</U~~ ,,,4M r 'V' , (e) FIVE HUNDRED SEVENTY FIVE THOUSAND ($575,000) DOLLARS ,1(("- CD at .Closing" (as hereinafter defined), being the balance of the Purchase Price (subject to prorations, credits and adjustments as well as 1987 Real Estate Taxes as hereinafter provided) of which the initial deposit shall be a part thereof, shall be payable by wire transfer of good and sufficient federal funds to Seller o~ Seller's attorney, as Seller shall designate. 4 . First Purchase Money Mortgage. sel'ler agrees to extend to Buyer a first purchase money mortgage and note bearing interest at TEN PERCENT (10%) per annum commencing from the date of the purchase money note and mortgage's execution through the balance of its term of four yea r s. The pur chase money note and mortgage shall call for a principal amount of ONE MILLION EIGHT HUNDRED SEVENTY FIVE THOUSAND ($1,875,000) DOLLARS. Such purchase money mortgage shall include, but not be limited to the following terms and conditions: (a) Payment of interest only on the unpaid principal balance of such mortgage to be made semi annually, payments commencing ONE HUNDRED EIGHTY (180) days from the date of closing, until maturi ty, at which time the full principal balance, plus any accrued interest shall be fully due and payable. 2 .. t (b) FOUR \4) 'equal payments in reduction of the principal balance due such payments commencing ONE (l) year from the date of closing and continuing each year thereafter until maturity. (c) The purchase money note and mortgage shall provide for no prepayment penal ty to be assessed upon accelerated payment of part or all of the unpaid principal balance prior to the due date. (d) The purchase money note and mortgage shall provide that in the event any default shall occur under its terms, conditions, covenants, restrictions and representations, the Seller shall for satisfaction, look only to the collateral then held as securi ty for such performance, without recourse to the Purchasers for any deficiency which may arise upon a default under the purchase money note and mortgage. (e) The purchase money note and mortgage shall provide for releases for portions of the property from the lien of the purchase money mortgage which shall be granted by the Seller from time to time upon the following terms and conditions1 (i) At the time of Closing and predicated upon the cash down payment made, Purchaser shall be entitled to a partial release of property, free and clear, ~ based upon ONE HUNDRED TWENTY FIVE PERCENT (125%) of the amount derived by dividing the actual number of acres (or in the'alternative, by the actual number of building uni ts approved per acre), into the actual Purchase Price and mUltiplying such amount by ONE HUNDRED TWENTY FIVE PERCENT (125%). This calculation shaJ.l then be divided into the amount of cash down payment made by the Purchaser at Closing, to reach the number of acres (or in the al ternative, by the actual number of building units approved per acre), or a prorated portion thereof, subject to release at Closing1 and (ii) Subsequent to the time of Closing, individual acre or in the al terna tive, by the actual number of building units approved per acre, release prices shall be determined by dividing the number of unreleased acres or building units approved per acre, into the unpaid mortgage balance, and multiplying the quotient by ONE HUNDRED 'lWENTY FIVE PERCENT (125%) (the "Adjusted Partial Release Price"). 3 .. All releases provided in accordance with the terms contained herein, shall be contiguous to the portions of the Subject Property released at the time of Closing and may proceed from South to North, /AJ #et;u.d Q..~t()r..f"'~ 0lL North to South, Ejast to West or, West to East, &IR In 110 c',;ent shall I!J ~hAJ4~t ~~ ~~HP~R'~~~~~~f 3f 7(t:t~cf~~n~e ~tendin} 'lWO ~H1NDRF.D r 2001 fppt .i.n depth, easterly frnm SItch frontage} ohall be- ~~~ -f-el-case~ntil Sllch time as t~ee money note and mort~aye CH-e---pa.id in f llll to Sell erlo 6. Restatement and Reaffirmation. The parties herein expressly acknowledge reaffirm and reinstate all of the terms and conditions set forth in the terms and conditions set forth in the Agreement For Purchase And Sell as if they were more fully set forth herein. ~ IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this d IJi> day of ~e.a/~ ' 1987. Signed, Sealed and Delivered in the Presence of: BW M c/o Th r d aJ. SELLER: PRESIDENT social security or corporate identifi ca tion number ~ PURCHASER: INTRACOASTAL ~k&ft..MM1/.dT / if--'~ Wit-tAl.- , I NATHAN J. M,ILLER, PRESIDENT social sec~rity or corporate identificition number ') ;3f,/)-- -<1")--7'1 (E () ~pM~ ~\... 4 ESCROW AGRBEMENT THIS ESCRcm ~REEMENT ("Escrow Agreement') is made and entered into between INTRACOASTAL GROUP INC., A Florida Corporation, and KNOLLWOOD ORANGE GROVES INC., (hereinafter referred to as "Principal(s)") and Manley H. Thaler, Esquire, whose address is c/o Suite 215, 50 Cocoanut Row, Palm Beach, Florida 33480 (hereinafter referred to as -Escrow Agent"). WHEREAS, Principal(s) desire that escrow agent hold certain property as described on "Exhibit A" hereto ("Escrowed Property") pursuant to certain documents described on "Exhibit B" hereto, if any ("Documents") 1 and WHEREAS, Escrow Agent has agreed to act as Escrow Agent for the Escrowed Property on 'the terms and conditions now about to be set forth. NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: I. Escrow a Property in th is Escrow thi s Escrow between the any. A. Escrow Agent agrees to hold all of es crow subj ect to the terms and condi tions Agreement and the Documents, if any. The Agreement shall control in the event of provisions hereof and the provisions of the the Escrowed contai ned in prov isions of any conflict Documents, if B. Unless otherwise provided for in this Escrow Agreement or any addendum hereto, Escrow Agent shall disburse the Escrowed Property without interest or other accumulation in value. C. Escrow Agent shall not be deemed to have knowledge of any matter or thing unless and until Escrow Agent has actually received written notice of such matter or thing and Escrow Agent shall not be charged with, any constructive notice whatsoever. D. In the event the Escrowed Property consists in whole or in part of stocks, bonds or certif ica tes of deposi t (Qr any other property which may fluctuate in val ue) Escrow. Agent shall hold in escrow, pursuant to this Escrow Agreement, any proceeds of the Escrowed Property actually delivered to Escrow Agent and realized as a resul t of splits, calls, redemptions or otherwise, but shall not be obligated to ascertain the existence of (or initiate recovery of) such proceeds or to become or remain informed with respect to the possibility or probability of such proceeds being realized at any time in the future, or to inform any Principal(s) or any third party with respect to the nature and extent of any proceeds realized, except upon the written request of such party, or to monitor current market values of the Escrowed Property. Further, Escrow Agent sh,all not be obligated to proceed with any action or inaction based on information with respect to market values of the Escrowed Property which Escrow Agent may in any manner learn, nor shall Escrow Agent be obligated to inform Principal(s) or any third party with respect to market values of anyone or more of the Escrowed Property at any time, Escrow Agent having no duties with respect to investment management or information, all Principal(s) understanding and intending that Escrow Agent's responsibili ties are purely ministerial in nature. Any reduction in the market value or other value of the Escrowed Property while deposited with Escrow Agent shall be at the sole risk of Principal(s). E. In the event instructions from Principal(s) would require Escrow Agent to expend any monies or to incur any cost, Escrow 18 Agent shall be entitled to refrain from taking any action until it receives payment for such costs. F. Principal (s) acknowledge and agree ,that nothing in this Escrow Agreement shall prohibit Escrow Agent from (1) serving in a similar capacity on behalf of others or (2) acting in the capacity of attorneys for one or more Principal(s), in connection with any matter. II. Release of Escrowed Property A. Escrow Agent agrees to release the Escrowed Property in accordance with the terms and conditions set forth in the Documents, if any, and this Escrow Agreement. , B. In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructiops, claims or demands from any Principal(s) or from third persons with respect to the Escrowed Property or any other sums or things which may be held hereunder, which, in its sole opinion, are in conflict with any provision of this Escrow Agreement and/or the Documents, if any, Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by all principal(s) and said third persons, if any, or by a final order or judgment of a court of competent jurisdiction~ C. If all or any portion of the Escrowed Property delivered to Escrow Agent is in the form of a check or in any form other than cash, Escrow Agent shall deposit same as requ;red but shall not be liable for the nonpayment thereof nor responsible to enforce collection thereof. If such check or other instrument other than cash representing the Escrowed Property is returned to Escrow Agent unpaid, Escrow Agent shall notify the applicable Principal(s) for further instructions. ' III. Liability of Escrow Agent A. It is agreed that the duties of Escrow Agent are purely ministerial in nature and shall be expressly 1 imi ted to the safekeeping of the Escrowed Property and for the disposition of same in accordance with the Documents, if any, and this Escrow Agreement. Each Pr incipal hereby indemnif ies Escrow Agent and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any ,-character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with this Escrow Agreement or which may result from Escrow Agent's following of instructions from Principal(s), and in connection therewith, indemnifies Escrow Agent against any and all expenses, including attorneys' fees and the cost of defending any action, suit, or proceeding or resisting any claim, whether o~ not litigation is instituted. Escrow Agent shall be vested with alien on all Escrowed Property held hereunder which is deliverable to Principal(s) under the terms of this Escrow Agreement, for indemnification, attorneys' fees, court costs arising from any suit, interpleader or otherwise, or other expenses, fees or charges of any character or nat ure, whi ch may be incurred by Escrow Agent by reason of disputes arising between Principal (s) and/or any third party as t,o the correct interpretation of this Escrow Agreement and/or the Documents, if any, and instructions given to Escrow Agent hereunder, or otherwise, with the right of Escrow Agent, regardless of the i:nstruments aforesaid and without the necessity of instituting any action, suit .or proceeding, to hold the Escrowed Property until and unless said additional expenses, fees and charges shall be fully paid. /?J,9NA.~A'. 771-9.1 vl B. It is further agreed at Escrow Agent shall have the right to utilize the services of ~n8 eel&, Esquire, as its attorneys and same shall not affect or in any way prejudice or limit Escrow r2J'-- 19 , , ., Agent's entitlement to reasonable attorneys' fees for the services of such attorneys as set forth in this Escrow Agreement. a IV. Disputes .. A. In the event Escrow Agent is joined as a party to a lawsuit by virtue of the fact that it is holding the Escrowed Property, Escrow Agent shall, at its option, either (1) tender the Escrowed Property to the registry of the appropriate court or (2) disburse the Escrowed Property in accordance with the court's ultimate disposition of the case, and Principal (s) hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or losses in connection therewith including, but not 1 imi ted to, reasonable attorneys' fees and court costs at all trial and appellate levels. B. In the event Escrow Agent tenders~ the Escrowed Property to the registry of the appropriate court and files an action of interpleader naming the Principal(s) and any affected third parties of whom Escrow Agent has received actual notice, Escrow Agent shall be released and relieved from any and all further ol:?ligation and liability hereunder or in connection herewith and Principal(s) hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or losses arising in connection therewith including, but not limited to, all costs and expenses incurred by Escrow Agent in connection with the filing of such action including, but not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels. v. Tera of Agreement A. This Escrow Agreement shall remain in effect unless and until it is cancelled in any of the following manners: l. Upon written notice given by all Principal(s) of cancellation of designation of Escrow Agent to act and serve in said capacity, in which event, cancellation shall take effect no earlier than twenty (20) days after notice to Escrow Agent of such cancellation1 or 2. Escrow Agent may resign as escrow agent at any time upon giving notice to Principal (s) of its desire to so resign 1 provided, however~ that resignation of Escrow Agent shall take effect no earlier than ten (10) days after the giving of notice of resignation1 or 3. Upon compliance with all escrow provisions as set forth in this Escrow Agreement and in the Documents, if any. B. In the event Pr incipal (s) fail to agree to a successor escrow agent within the period described hereinabove, Escrow Agent shall have the right to deposit all of the Escrowed Property held hereunder into the registry of an appropriate court and request judicial determination of the rights between Principal(s),' by interpleader or other appropriate action, and Principal{s) hereby, jointly and severally, indemnify and hold Escrow Agent harmless from and against any damages or losses in connection therewith including, but not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels. c. Upon termination of the duties of Esc.row Agent in either manner set forth in subparagraphs 1 or 2 of Paragraph A of this Article V, Escrow Agent shall deliver all of the Escrowed Property to the newly appointed escrow agent designated by the PrinGipal(s), and, except for rights of Escrow Agent specified in Paragraph A of Article III of this Escrow Agreement, Escrow Agent shall not otherwi se have the right to withhold Escrowed Property from said newly appointed escrow agent. 20 ,~ D. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Escrow Agreement unless in writing and signed by all Principal(s) and Escrow Agent. In no event shall any modification of this Escrow Agreement, which shall affect the rights or duties of Escrow Agent, be bindi'ng on Escrow Agent unless it shall have given its prior written consent. VI. Notices All notices, certificates, requests, demands, materials and other communications hereunder shall be in writing and deemed to have been duly given (1) upon delivery by hand to the appropriate address of each Principal or Escrow Agent as set forth in this Escrow Agreement or in the Documents, if any, or (2) on the third business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid to such address. All notices to Escrow Agent shall be addressed to the attorney signing on behalf of Escrow Agent at the following address: Manley H. Thaler c/o Thaler and Thaler 50 Cocoanut Row Suite 215 Palm Beach, Florida 33480 VII. Choice of Law and Venue This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Florida. In the event any action, suit or proceeding is instituted as a result of any matter or thing affecting this Escrow Agreement, the parties hereto hereby designate Palm Beach County, Florida, as the proper jurisdiction and the venue in which same is to be instituted. VIII. Cumulative Rights No right,' power or remedy confer~ed upon Escrow Agent by this Escrow Agreement is exclusive of any other right, power or remedy, but each and every such right, power or remedy shall be cumulative and concurrent and shall be in addition to any other right, power or remedy Escrow Agent may have under the Escrow Agreement or now or hereafter existing at law, in equity or by statute, and' the exerci se . of one right, power or remedy by Escrow Agent shall not be construed or considered as a waiver of any other right, power or remedy. IX. Binding Agreement This Escrow Agreement shall be bindinglupon the Principal(s) and Escrow Agent and their respective successors and assigns. ,4 21 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed this ~ day of ,,&v.;u~-4I':..Jc/ -, 1987., Signed, Sealed and Delivered in the Presence of: SELLER: , 7J~~W1 '(1 PURCHASER: INTRAOOASTAL SROUi' INC. . ~c;p/~ NATHAN ~L/ HtLLER, PRESIDENT social ~Jiurity or corporate identifiCation number I .3 J - /l . 'f ...... 7 Y ~ b if ;11-t~f7 .' i 24 RXBIBIT -A- SUBJECT PROPERTY LEGAL DESCRIPTION A PARCEL OF LAND BEING THE WEST THREE-QUARTERS (W.3/4) OF THE NORTH ONE-HALF (N.I/2) OF THE NORTHWEST ONE QUARTER (N.W.l/4) OF SECTION 18, TOWNSHIP 45 SOUTH, RANGE 43 EAST, PALM BEACH OOUNTY7, FLORIDA 1 LESS, HCMEVER, THE RIGHT OF WAY FOR L. W. D. D. CANAL L20 BEIOO THE NORTH 50.00 FEET OF SAID SECTION, AND LESS THE RIGHT OF WAY FOR LAWRENCE ROAD, (AN 80.00 FEET RIGHT OF WAY) 1 EXCEPTING THEREFROM, '!HE WEST 140 FEET OF THE SOU'!H 140 FEET OF THE NORTH 248 FEET OF SAID PARCEL. SUBJECT TO EASEMENTS, RESERVATIONS, RESTRICTIONS AND RIGHTS OF WAY RECORD. CONTAINING: 53.60 ACRES . .' 22 RXRmIT -B- SPECIMEN AGRBEMRNT FOR PURCHASE AND SALB , Agreement for Purchase and Sale ("Agreement") make and entered into by and between INTRACOASTAL GROUP INC., A Florida Corporation, with offices at 70 So. Congress Avenue, Suite 201, Delray Beach, Florida ("Purchaser"), and KNOLLWOOD ORANGE GROVES INC., P.O. Box 952, Palm Beach, Florida (nSeller"). 23 i .' i ADDENDU M , THIS ADDENDUM TO AGREEMENT FOR PURCHASE AND SALE (RAddendumn) ~ made and entered into by and between INTRACOASTAL GROUP INC., A Florida Corporation, with offices at 70 So. Congress Avenue, Suite 201, Delray Beach, Florida (ftPurchasern) and KNOLLWOOD ORANGE GROVES INC., P.O. Box 952, Palm Beach, Florida (nSeller"). WIT N E SSE T H: WHEREAS, Purchaser and Seller have entered into an agreement for Purchase and Sale dated the ~ day of ~~/~L~:/ ' 19871 and whereas the parties desire to provide for an alternative purchase price and terms for the method of its payment (in addition to those set forth in Agreement For Purchase And Sale. NOW, THEREFORE, for and in consideration of good and valuable considera tions, the receipt whereof is hereby acknowledged by each party hereto f rom the other party hereto and in consideration of the mutual covenants, conditions and promises herein contained, the parties hereto do hereby agree as follows: 1. Election of Terms; Seller and Purchaser agree that upon Pur chase r s el ection, the follow ing amendments shall be incorporated into the terms and condi tions set forth in Section 2 and 3 of the Agreement For Purchase And Sale as aforementioned. 2. Purchase Price. The purchase price shall be amended to an amount equal to TWO-MILLION FIVE HUNDRED THOUSAND ($2,500,000) DOLLARS. The price adjustment called for in Section 2 shall be amended to equal FOUR-THOUSAND EIGHT HUNDRED FORTY FOUR AND 96/l00S ($4,844.96) DOLLARS. 3. Me th od of Payment. The Purchase Price shall be paid as follows: (a) Upon the execution of this Agreement, Purchaser shall deliver to Thaler and Thaler, (llEscrow Agentll) good and sufficient , funds in the amount of FIFTY THOUSAND DOLLARS ($50,000) (nlnitial Deposit"), such sum, being a part of the aforedescribed Purchase Price. (b) Purchaser shall deliver to escrow agent good and sufficient funds in the amount of FIFTY THOUSAND DOLLARS ($50,000) ("additional' depositn), ONE HUNDRED EIGHTY DAYS from the date Seller ~ has accepted the terms of this agr eement, to be held in trust in accordance with the terms and conditions set forth herein. (c) All deposits shall be retained by the Escrow Agent, in an FDIC insured money market account with the interest income to insure to the benefit of the Purchaser as a credit ~gainst the Purchase Price providing Purchaser does not default under the terms of this Agreement, in accordance with the terms and conditions of Section 12 contained herein. All deposits shall otherwise be held by the Escrow agent in trust, and shall be retained, pursuant to the terms and conditions of an -Escrow AgreementR which is attached hereto and made a part hereof. (d) ONE MILLION EIGHT HUNDRED SEVENTY FIVE THOUSAND ($1,875,000) DOLLARS by Seller receiving a First Purchase Money Mortgage and Note in accordance with the terms and conditions /? ___I $oi1 ~~ TO wcr.e.a /9/1 Co!';r.r~ ~d'UAr~ hereinafter set forth~""~~~ .M /l/1Ub'#"u[: ~cMri'7J 7t) Su..C# A/or~ #AJ?:> r<</U~~ ,,,44/ r . </' (e) FIVE HUNDRED SEVENTY FIVE THOUSAND ($575,000) DOLLARS at "Closing" (as her.einafter defined), being the balance of the ~ Purchase Price (subject to prorations, credits and adjustments as well as 1987 Real Estate Taxes as hereinafter provided) of which the ini tial deposi t shall be a part thereof, shall be payable by wire transfer of good and sufficient federal funds to Seller or Seller's attorney, as Seller shall designate. 4 . Fi rst Purchase Money Mortgage. Sel'ler agrees to extend to Buyer a first purchase money mortgage and note bearing interest at TEN PERCENT (10%) per annmn commencing from' the date of the purcha~e money note and mortgage's execution through the balance of its term of four yea r s. The purchase money note and mortgage shall call for a principal amount of ONE MILLION EIGHT HUNDRED SEVENTY FIVE THOUSAND ($1,875,000) DOLLARS. Such purchase money mortgage shall include, but not be limited to the following terms and conditions: (a) Payment of interest only on the unpaid principal balance of such mortgage to be made semi annually, payments commencing ONE HUNDRED EIGHTY (180) days from the date of closing, until maturi ty, at whi ch time the full principal balance, plus any accrued interest shall be fully due and payable. 2 ; I I J ~~------------- (b) FOU~ (4) equal payments in red~_tion of the principal balance due such payments commencing ONE (1) year from. the date of Closing and continuing each year thereafter until maturity. (c) The purchase money note and mortgage shall provide for no prepayment penal ty to be assessed upon accelerated payment of part or all of the unpaid principal balance prior to the due date. (d) The pur chase money note and mortgage shall provide I that in the event any default shall occur under its terms, conditions, covenants, restrictions and representations, the Seller shall for satisfaction, look only to the collateral then held as securi ty for such performance, without recourse to the Purchasers for any deficiency which may arise upon a default under the purchase money note and mortgage. (e) The pur chase money note and mor tgage shall prov ide for releases for portions of the property from the lien of the purchase money mortgage which shall be grant~d by the Seller from time to time upon the following terms and conditions1 (i) At the time of Closing and predicated upon the cash down payment made, Purchaser shall be entitled to a partial release of property, free and clear, based upon ONE HUNDRED TWENTY FIVE PERCENT (125%) of the amount derived by dividing the actual number of acres (or in the alternative, by the actual number of building uni ts approved per acr~), into the actual Purchase Ptice and multiplying such amount by ONE HUNDRED TWENTY FIVE PERCENT (125%). This calculation shall then be divided into the amount of cash down payment made by the Purchaser at Closing, to reach the number of acres (or in the al ternative, by the actual number of building units approved per acre), or a prorated portion thereof, subject to release at Closing1 and (ii) Subsequent to the time of Closing, individual acre or in the alternative, by the actual \ number of building units approved per acre, release prices shall be determined by dividing the number of unreleased acres or building units approved per acre, into the unpaid mortgage balance, and multiplying the quotient by ONE HUNDRED 'lWENTY FIVE PERCENT (125%) (the "Adjusted Partial Release Price"). 3 All releases provided in accordance with the terms contained herein, shall be contiguous to the portions of the Subject Property released at the time of Closing and may proceed from South to North, /AJ #~t;u.d Q..~t()r..f"'~ I1lL North to South, Ejast to West or West to East, &IR in no e'~c.nt shall l[) Sl?' /Q~r,y "I,) .eJC/I//i~-r:a '~..vi.JC~'{) 70 ~ ~~ ~~ ~ ~ ~ . mere &han FIFTY PERCENT (~O%) v[ -lh~ Lawrence Road frontage (cxeendin} 'lWO armORED [2001 fpet-J.-a dept,h. easterly from such frontage) 13hall be t~ -f el eased---unt i 1 .r:I.llch timE: as the f ir-at -pur chase money not.e and mortyaye CKe--paid in full to Seller" 6. Restatement and Reaffirmation. The parties herein expressly acknowledge reaff i rm and reinstate all of the terms and conditions set forth in the terms and conditions set forth in the Agreement For Purchase And Sell as if they were more fully set forth herei n. IN WITNESS WHEREOF, the' parties hereto have caused these presents to be executed this ~ 4Z> day of ;C~.a~ ' 1~87. Signed, Sealed and Delivered in the Presence of: B~ · M c/o Th r d aJ. SELLER: OOD ORANGE GROVES, PRESIDENT social security or corporate identification number, ~I.... ~ , ~l~~A4IJMIIdT PURCHASER: INTRACOASTAL R Ur-. ~~~ NATHAN J. MILLER, PRESIDENT social sec~rity or corporate identification number ;J.r -no - <I> 7 f (:c D #:"'-'''-'''(/ ) , . 4 ----_._-----_..~-----_..- CITRUS GLEN IMPACT ANALYSIS OF PROPOSED DEVELOPMENT ON CITY WATER AND SEWER SYSTEM EXISTING LAND USE - A R AGRICULTURAL ONE (1) DWELLING UNIT PER FIVE (5) ACRES PROPOSED LAND USE - RESIDENTIAL P.U.D. MAX. DENSITY 4.82 DWELLING UNITS PER ACRE. EXISTING LAND USE PROPOSED LAND USE ACRES 53.6 53.6 DWELLING UNITS 10 250 LAND USE DENSITY 1/5 AC. 4.66/AC. * - ZERO LOT LINE SINGLE FAMILY & DUPLEX POPULATION 25 625* WATER SEWAGE CONSUMPTION FLOW 2,875 GPO 71 ,875 GPO 2,500 GPO 62,500 GPO MUNICIPAL TAXES DERIVED* ANTICIPATED ASSESSED VALUE* Land Value Building Value PROJECTED TAXES Valuation** 1987 Millage * Based on comparable units 1986 assessment roll ** Less Homestead Exemptions ro $ 2,250,000 11,875,000 $14,125,000 $ 7,875,000 x .0076040 $ 59,882 L,~" ,~: fO'i~";""y'I~' r:::~.':fUA:'!l' .' /,::. ~f}~:~12,,"";...] :..' .(;Jt!,.:.''J~j:'1 I'.,~:,t ~~(' ,~~v ~;~J If~.J} '"f.4", f~~~) ~i'~tw"ft ~';t;0~i~ ;JI~?~m<1 - ]t;2~L,~~~:--" w ~iUri'mdu ~ttb , ~\:M1I75 P&r.t 465 1IlIJUi ~nbtl1lurr. Mod. thU 2lat do, .1 "- . ./ ,. l,tr,Z\ o~rll'6~ ~ooo. cae.. "o.,...B'u. ."\..O..lH . LUTa LAW,.... ....... fI,,"'" IkACH. ,.~ _".4;)' Jt l'r. ,:;P 3".160 !l/ Ausust .1' 611. ...d 1OI0LLl100D onovBS, INC:, a norida oorporation po,.,. al .... "" ..... KNOLL1l00D OI\AHOB OROV&S, INC., a norida oorporation PO" y al D.. ........1 PO". wlio.. ailing ill the Palm Beaoh ,Towers Hotel, PalII Beaoh, norida. address ,I PibuudIJ. Th., the ...Id pin, .f the &m put, fo~ and .. cotlllidmllJoe of tI.. I1IDl 01 Ten Dolla,. ("0.00) aad otb.n .,.Juable colUidentiolll, to It la It... ".leI lJy the ..Ul put 7' t ~ .he _c:oad patt, the .nltlpc whe,"' ;. here'" adtaow1eclaed, .... ranted, bupined ....d fOld W che ..u "," ~ of the Hc:and put, its lIuccessora aad .uJ.... Ion...." the follow_. d~ lPd,....ce.. d.c .. County of P.I. Buch , Sta.. ., Florida. ....itt . The Hi or NEt or IIBt and NEt or NIIi or NB~ or Section 13, TONnahip' 45 South, Range 42 East, r~lm Deaoh County, Florida, #.NI) ~ or_~~ ,0r_NW.~ and llwLQCNWh allO Nl or swl; or NItt and NfOr NWf or SEl or !lIltJ allo, NIl! or NIi! ~or,Beotion 1~, 'Townfthlp 45 ~tn, Range 3 Bast; Palm lleiOnCount~norl-dA , TOOBTllBR with all illprovelllltnts on the property, build- ings, pumps, .to. and all groft equipment pre..ntl)' on the prell1s... .$,6-, 0 ~ IU I" ,,1' ~ SUBJECT TO res.rvatlons, re.triotions, .as....nt. or rocord and r1ghts or WIlT of' reoord, and to all taxes sub"qlAent to the 7"1' 1963. !<U "'" oeJd ....., eI .... "" ,... ..... ......., hoIl, ....... .... 1Iol. .. ..Id Ioa4, ud will ~... ... '"':' ....... .... Ie..rul .w... .r all ...- "'--.' ..~.....~!l!1m~l~ (I.. .._lIIlF-f, n.. ..u ....., .1 ... "" ,..t "- ~'M1. "~; i; ..............._Ioy.. ~ticl~ .. ",...::.~ ..... fa... a50.cl,._IOdIoy... 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I Nr --...........' ~ .....-r'!'i.~ "- '{~fIL ........ .. {!) ,I' p , ,. f ~." r ,~ " " l,"~':""'r:',) ~~r:1t1.;'-~ ~"I ..,.. ro. " ,/ " m!r:.~ . -~,