APPLICATION
PROJECT NAME: MELEAR PUD
LOCATION: Southwest corner Miner Rd and Sandalwood Drive
COMPUTER ID: MPMD 98-003
I FILE NO.: MPMD 98-003 I TYPE OF APPLICATION: Master Plan
Modification
AGENT/CONTACT PERSON: OWNER/APPLICANT:
Julian Bryan Melear PUD
PHONE: 561-338-0395 PHONE:
FAX: 561-338-5996 FAX:
ADDRESS: 756 St. Albans Dr ADDRESS:
Boca Raton, FL 33486
Date of submittallProiected meetine dates:
SUBMITTAL / RESUBMITT AL 8/12/98 & 8/26/98
1sT REVIEW COMMENTS DUE: 9/11/98
PUBLIC NOTICE:
TRC MEETING: 10/6/98
PROJECTED RESUBMITT AL DATE: 10/6/98
ACTUAL RESUBMITTAL DATE:
2ND REVIEW COMMENTS DUE:
LAND DEVELOPMENT SIGNS POSTED
(SITE PLANS):
PLANNING & DEVELOPMENT BOARD 10/27/98
MEETING:
CITY COMMISSION MEETING: 11/3/98
COMMENTS:
S:\FORMSIPROJECT TRACKING INFO
APPLICATION TRACKING LOG
PROJECT TITLE: Melear PUD FILE N: MPMD 98-003
PROJECT LOCATION: southwest comer of Miner Road and Sandalwood Drive
TYPE OF APPLICATION: Master Plan Modification
PUBLIC NOTICE REQUIRED: (YIN) 0 REVIEWER'S NAME
AGENT: Julian Bryan ADDRESS:
AGENT PHONE: 561.338.0395 FAX: 561-338.5996
DATE REC'D: 8/12/98 AMOUNT:
RECEIPT NO.:
12 SETS OF PRE-ASSEMBLED PLANS SUBMITTED FOR REVIEW:
2 OF 12 SETS SIGNED AND SEALED 0
SURVEY 0
LANDSCAPE PLAN 0
FLOOR PLAN 0
SITE PLAN WITH SITE DATA 0
APPLICATION/SUBMITTAL: DATE ACCEPTED:
DRAINAGE PLAN
ELEVATION VIEW DRAWINGS
COLORED ELEVATIONS RECEIVED
MATERIAL SAMPLES RECEIVED
PHOTOGRAPHS RECEIVED
o
o
o
o
o
DATE DENIED:
DATE OF SUBMITTAL ACCEPTANCE LETTER:
DATE OF LETTER TO APPLICANT IDENTIFYING SUBMISSION DEFICIENCIES:
I INITIAL 1ST REVIEW MEMO: DATE SENT: <jj3/ frS I MEMO NO. 98.238
1 ST REVIEW COMMENTS RECEIVED
I RETURN DATE: 9/11/98
PLA S MEMON
UTIL.
P.W.
PARKS
FIRE
PLANS MEMON DATE
POLICE -- " I
PLANNING 0 i~'~ lth.'L t:"'-o~.
BLDG/ENGR 0 '11
FORESTER @' '" Id
DATE OF LETTER SENT TO SENT TO APPLICANT IDENTIFYING TRC REVIEW COMMENTS:
90 DAY CALENDAR DATE WHEN APPLICATION BECOMES NULL AND VOID:
DATE 12 COMPLETE (ASSEMBLED) SETS OF AMENDED PLANS SUBMITTED FOR 2ND REVIEW:
PRE-ASSEMBLED PLANS SUBMITTED FOR REVIEW:
.'
~
o
121
AMENDED APPLICATION 0
2 OFI2 SETS SIGNED AND SEALED 0
SURVEY 0
LANDSCAPE PLAN 0
FLOOR PLAN 0
SITE PLAN WITH SITE DATA 0
2ND REVIEW MEMO: DATE SENT:
DRAINAGE PLAN
ELEVATION VIEW DRAWINGS
COLORED ELEVATIONS RECEIVED
MATERIAL SAMPLES RECEIVED
TRANSPARENCY RECEIVED
PHOTOGRAPHS RECEIVED
o
o
o
o
o
o
MEMO NO.
RETURN DATE:
2nd REVIEW COMMENTS RECEIVED
PLANS MEMON DATE PLANS MEMON DATE
UTIL. 0 POLICE 0
P.W. 0 PLANNING 0
PARKS 0 BLDG/ENGR 0 QV. "is 0 t'r.? -
FIRE 0 FORESTER 0
[;tIr;p-'
BOARD MEETING DATE:
BOARD:
LAND DEVELOPMENT SIGNS PLACED AT THE PROPERTY. DATE SENT / SIGNS INSTALLED:
DATE:
CITY COMMISSION: DATE:
DEVELOPMENT ORDER RECEIVED FROM CITY CLERK: 0 DATE:
DEVELOPMENT ORDER SENT TO APPLICANT: 0 DATE:
S:\FORMS\TRACKING LOG FORM
revIsed 4/25/97
Julian Bryan & Associates
August 11, 1998
Mr, Michael Rumpl
Planning Director
City of Boynton Beach
100 E, Boynton Beach Boulevard
Boynton Beach, Florida 33435
Re: Melear PUD (Phases 3A & 3B) - Continental Homes of Florida
Dear Mr, Rumpf,
As discussed at our two prior meetings regarding the above referenced parcel, I am pleased to submit 12
sets of the modified Master Plan and Final Site Plan for your review and consideration. The site plan
package also contains the necessary site plan application, boundary survey and schematic engineering
plans,
The proposed site plan contains 64 single family lots, 117 zero lot line lots and 128 townhomes. The
master plan modifications necessary to accomplish this are within the 59.84 acres shown on the approved
master plan as Phases 3A & 3B. This proposed modification includes a Phase 3C within this same 59.84
acres and contains the following revisions.
Total Acres, Phase 3A & 3B
Total Units, Phases 3A & 3B
Single Family (6000 s.f, min. lot)*
Zero Lot Line"
Townhouse
Density
Commercial
Lake Areas
Recreation
Buffer. west line
Buffers, Minor Road
Buffers, Sandalwood Dr.
Buffers, canal
59.84
309
309
o
o
5.16 upa
3.1 Ac,
3.0Ac,
1.2Ac.
25'
10'
10'
10'
MODIFIED PLAN
59.84 (includes Ph. 3C)
309 (includes Ph. 3C)
64
117
128
5.16 upa
o
8.99 Ac.
1.51 Ac.
25'
25'
25'
o
PRESENT PLAN
. The single family lots are a minimOO1 of 6000 s.f, and an average of 7015 s.f.
.. The zero lot line lots are a minimum of 5250 s.f. and an average of 61 04 s.f,
(1)
land Development Consultants. 756 5t. Albans Drive. Boca Raton, Florida 33486 . (407) 338-0395
Both Continental Homes and this office are very excited about this proposed master plan modification and
site plan and feel that it offers many benefits to the City of Boynton Beach.
Your assistance in this matter has been very much appreciated. Please feel free to call should you have any
questions,
ly,
JUlian7E-
cc: Lontinental Homes
Schnars Engineering
Hager - Weinberg
(2)
Continental
~ ~@~U\VJ~ 00
~ 26J9{8
PLANNING AND
ZDNING DEPT.
August 19, 1998
Julian Bryan
Julian Bryan & Associates
756 SI. Albans Drive
Boca Raton, Florida 33486
Re: Melear PUD Modification
Dear Julian:
Pursuant to your request, the following letter will provide you the consent you require
to process the Melear PUD modification.
Continental Homes of Florida ("CH") hereby grants the listed consultants the
authority and consent to prepare, submit, and represent CH and it's assigns regarding the
modification ofthe Melear PUD, located in Boynton Beach, Florida. CH provides the
consultants appropriate authority to modify the master plan, facilitate site planning efforts
and any additional city or county procedures required to gain full approval of entitlements
required to construct single family homes in Boynton Beach.
Consultants approved to act on behalf of Continental Homes of Florida:
1) Julian Bryan & Associates
2) Gonzalez Bryan & Associates
3) Schnars Engineering
4) F. Marting Perry, Attorney at Law
5) Hager, Weinberg & Associates, Inc.
Thank you for your assistance.
Sincerely,
Jo~ronr /YY\ ())~
President I
Welcome Home
CONTINENTAL HOMES OF FLORIDA, INC.
8000 GOVERNOR'S SQUARE BOULEVARD, SUITE 101
MIAMI LAKES, FLORIDA 33016
DADE (305) 512-4954 BROWARD (954) 467-8599
FAX (305) 556-1815
, ,I..
./
AGREEMENT OF SALE
BY AND BETWEEN
EBG INSURANCE AGENCY. INC.
AN INDIANA CORPORATION
("Seller")
AND
CONTINENTAL HOMES OF FLORIDA, INC.
A FLORIDA CORPORATION
("Purchaser")
Dated: APRIL .3C;l1998
MELEAR PUD
BOYNTON BEACH. FLORIDA
m~@~O\Vlrnfn)
l1!1 AUG 261998 Il~J:
I ' .
__~___.._.-------l
__,__ ~!'!:~~~}~:~~'_~~~~___.._.n...
I
INDEX
Page
ARTICLE I
Definitions: Purchase Price
Section l.l Definitions I
Section 1.2 Purchase Price for the Property 3
Section 1.3 Escrow Deposit 3
ARTICLE II
Title and Survey; Approval of Documents;
Inspections: Conditions
Section 2.1 Title Binder 4
Section 2.2 Title Insurance Policy Covering the Property 4
Section 2.3 Survey 4
Section 2.4 Additional Disclosures and Conditions 5
Section 2.5 Environmental Inspection 5
Section 2.6 Due Diligence Period; Inspection; Termination 5
ARTICLE III
The Closing Date and the Closing; Obligations
of Purchaser and Seller with Resnect Thereto
Section 3.1 The Closing and the Closing Date 7
Section 3.2 Seller's Obligations at the Closing 7
Section 3.3 Purchaser's Obligations at the Closing 8
Section 3.4 Notification to Tenants 9
Section 3.5 Escrow Closing 9
Section 3.6 Escrow Deposit 9
Section 3.7 Reporting Person 9
ARTICLE IV
Reoresentations. Warranties. and Covenants
Section 4.1 Representations and Warranties of Seller 9
Section 4.2 Knowledge Standard 11
Section 4.3 Survival of Representations and Warranties 12
Section 4.4 Limitation of Representations and Warranties 12
Section 4.5 Seller's Obligation to Notify Purchaser of Change 13
ARTICLE V
Defaults and Remedies
Section 5.1 Seller's Defaults; Purchaser's Remedies 13
Section 5.2 Purchaser's Default; Seller's Remedies 14
ARTICLE VI
Closing Costs: Prorations
Section 6.1 Closing Costs 15
Section 6.2 Proration of Income and Expenses 15
Section 6.3 Post-Closing Adjustments 16
ARTICLE VII
Indemnification
Section 7.1 Brokerage Commissions 16
Section 7.2 Seller's Indemnity 17
Section 7.3 Purchaser's Indemnity 17
ARTICLE VIII
Miscellaneous
Section 8.1 Survival of Terms 17
Section 8.2 Binding Effect 17
Section 8.3 Entire Agreement; Modifications 18
Section 8,4 Headings 18
Section 8.5 Interpretation and Construction 18
Section 8.6 Notice 18
Section 8.7 Right to Possession 19
Section 8.8 Additional Acts 19
Section 8.9 Applicable Law 19
Section 8.1 0 Attorneys' Fees 20
Section 8.11 Risk of Loss 20
Section 8.12 Assignment 20
Section 8.13 Time of the Essence 20
Section 8.14 Conditions 20
Section 8.15 Severability 21
EXHIBITS
"A" Property Description
"B" Permitted Exceptions
"C" Revised Master Plan for the Melear PUD
"D" Cattle Lease
"E" Provisions of Agreement Regarding Sign Easement
AGREEMENT OF SALE
THIS AGREEMENT OF SALE is made and entered by and between CONTINENTAL HOMES OF
FLORIDA, INC., A FLORIDA CORPORATION ("Purchaser") and EBG INSURANCE AGENCY,
INC., AN INDIANA CORPORATION ("Seller"), as of the day of April, 1998.
WITNESSETH:
The Property is presently owned by Seller. Seller hereby agrees to sell and convey to
Purchaser, and Purchaser hereby agrees to purchase from Seller, the Property, as hereinafter defmed,
upon and subject to the terms, provisions, and conditions hereinafter set forth.
ARTICLE I
Definitions: Purchase Price
Section 1.1 Definitions. As used in this Agreement, the terms listed below, when they
appear with their initial letter capitalized, shall have the following meanings unless the .context in
which they occur requires otherwise:
(a) "Agreement" means, and the words "herein," "hereof," "hereWlder," and
words of similar import, shall refer to, this Agreement of Sale.
(b) "Closing" means the consummation of the purchase of the Property by
Purchaser from Seller in accordance with the terms and provisions of Article III, which Closing shall
be held at the office of Lawyers Title Insurance Corporation on the Closing Date.
(c) "Closing Date" means the thirtieth (30th) day following approval of the
modification of the Master Plan and the approval by the City of Boynton Beach of the site
development plan for the project, but in no event more than one hundred eighty (180) days after the
Effective Date; provided, however, that Purchaser may extend the time for closing for a period of
sixty (60) days by providing written notice of Purchaser's intent to e('tend the time for closing on
or before the one hundred eightieth (180) day after the Effective Date and by paying to Seller a non-
refundable extension fee in the amount of , which shall not, except as hereafter set forth,
be applicable to the Purchase Price; provided, however,.in the event Purchaser extends the Closing
Date beyond one hundred eighty (180) days, but closes before the expiration of the additional sixty
(60) days, Purchaser shall be entitled to a prorated refund of the extension fee from Seller. The
"Closing Date" shall also be any other date mutually acceptable to Seller and Purchaser.
(d) "Due Diligence Period" means the period commencing on the Effective Date
and ending at the close of business on the sixtieth (60th) day following the Effective Date.
(e) "Effective Date" means the date on which this Agreement is fully executed,
I
which shall be the date on which the Title Company acknowledges receipt of a copy of this
Agreement executed by Purchaser and Seller.
(f) "Environmental Activity" means any past, present or future storage, holding,
existence, release, threatencd release, emission, discharge, generation, processing, use, abatement,
disposition, handling or transportation of any Hazardous Substance in violation of any applicable
Environmental Laws from, under, into or on the Property, or otherwise relating to the Property or
the ownership, use, operating or occupancy thereof, or any threat of such activity.
(g) "Environmental Laws" means any and all laws, statutes, ordinances, rules,
regulations, judgments, orders, decrees, permits, licenses, or other governmental restriction or
requirements relating to health, the environment, any Hazardous Substance or any Environmental
Activity now or any time prior to Closing in effect in the jurisdiction in which the Property is
located, including, without limitation, the Comprehensive Environmental Response, Compensation
and Liability Act of 1986, as amended (42 U.S.C. ~9601 ~.), the Resource Conservation
Recovery Act, as amended (49 U.S.C. ~6901 ~.), the Clean Air Act, as amended (42 U.S.C.
~7401, ~.) the Clean Water Act, as amended (33 U.S.C. ~1251, ~.), the Toxic Substances'
and Control Act, as amended ("TSCA"), 15 U.S.C. Sections 2601 ~., any and all state and local
laws similar to, in whole or in part, federal toxic waste laws, which from time to time are in effect
in the jurisdiction in which the Property is located, and the regulations adopted pursuant thereto, any
laws or regulations governing "wetlands." and any cornmon law theory based on nuisance or strict
liability .
(h) "Escrow Deposit" means a sum equal to
by Purchaser to the Escrow Holder pursuant to Section 1.3 hereof.
_ 'which shall be delivered
(i) "Escrow Holder" means the Title Company.
(j) "Governmental Regulations" means any and all laws, ordinances, rules,
regulations, statutes, building and other codes, zoning and other ordinance, rules, restrictions,
judgments, orders, decrees or laws and other matters of all governmental authorities or courts of
competent jurisdiction having jurisdiction over the Property.
(k) "Hazardous Substance" means any substance, material or waste which is
regulated or governed by any Environmental Law, and includes, without being limited to, (i) any
substance, material or waste defined, used or listed as "hazardous waste," "extremely hazardous
waste," "restricted hazardous waste," "hazardous substance," "hazardous material," "toxic
substance" or other similar or related term as defined, used or listed in any Environmental Laws, (h)
any asbestos or asbestos containing materials, (iii) any underground storage tanks or similar
facilities, (iv) any petroleum products stored in bulk or polychlorinated biphenyls, (v) any additional
substances or materials which are now or prior to Closing hazardous or toxic substance under any
Environmental Laws relating to the Property, and (vi) as of any date of determination, any additional
substances or materials which are prior to Closing incorporated in or added to the definition of
2
"hazardous substance" for purposes of any Environmental Law.
(I) The "Land" means the tracts or parcels of real property more particularly
described on Exhibit "A" attached hereto and made a part hereof for all purposes, together with (i)
all and singular the right, easements and appurtenances pertaining thereto, (ii) all right, title and
interest of Seller in and to any and all roads, easements, alleys, streets and right-of-way bounding
the Land, together with all right of ingress and egress unto the Land, and (iii) Seller's rights, if any,
in and to any and all strips or gores, if any, between the Land and abutting properties.
(m) "Master Plan" means the master plan for the planned unit development known
as the Melear PUD approved by the City of Boynton Beach, on August 19, 1997.
(n) "Notification" means any summons, citation, directive, order, claim, litigation,
pleading, investigation, proceeding, judgment, letter, or any other written or oral communication
from any governmental instrumentality, any entity or any individual, concerning any matter affecting
Seller or the Property.
(0) "Permitted Exceptions" means those exceptions or conditions to title
described in Exhibit "B," which Permitted Exceptions Purchaser acknowledges it has examined and
which Purchaser has approved.
(P) "Property" means the Land.
(q) "Purchase Price" means
(r) "Tenant" means any tenant under any lease.
(s) "Title Binder" means the Commitment for Owner's Title Insurance Policy
issued by the Title Company in accordance with the terms and provisions of Section 2.1.
(t) "Title Company" means Lawyers Title Insurance Corporation located at 1555
Palm Beach Lakes Blvd., Suite 1000, West Palm Beach, FL 3340l; Attention: Eileen Elms;
telephone no. (561) 689-8200; telecopy no. (561) 686-2278.
(u) "Title Policy" means the Owner's :ritle Insurance Policy issued by the Title
Company in accordance with the terms and provisions of Section 2.2.
Section 1.2 Purchase Price for the Property. The Purchase Price shall be paid by
, delivery from Purchaser to the Title Company by wire transfer, in good inunediately available funds
or as Seller shall otherwise designate in writing, such sums as may be necessary to fully fund the
Purchase Price, subject to the adjustments contemplated by Section 6.2.
Section 1.3 Escrow Deposit. Within three (3) business days after the Effective Date,
3
$25,000.00 shall be deposited with Title Company by Purchaser, which $25,000.00 shall be held and
disbursed by Title Company in accordance witll the terms, conditions, and provisions of this
Agreement. If the Purchaser does not elect to terminate this Agreement pursuant to the provisions
of Section 2.6( d) hereof, Purchaser shall, prior to the expiration of the Due Diligence Period, deliver
to the Escrow Holder an additional $125,000.00 which will be held as a portion of the Escrow
Deposit by the Escrow Holder in accordance with the terms, conditions and provisions of this
Agreement. The Escrow Deposit shall be invested in an interest bearing account through a bank or
financial institution approved by Purchaser. Wherever a reference is made in this Agreement to the
delivery of the Escrow Deposit to Purchaser or Seller as a result a of right to terminate this
Agreement, the term "Escrow Deposit" shall be deemed to mean and include any interest eamed
thereon during the period the Escrow Deposit is held by the Escrow Holder.
ARTICLE II
Title and Survey: ADproval of Documents: Inspections: Conditions
Section 2.1 Title Binder. Within fifteen (15) days after the Effective Date, Seller, at its
sole cost and expense, shall cause to be furnished to Purchaser's counsel a current Title Binder,
together with copies of all instruments referred to as exceptions to title. The Title Binder shall set
forth the state of title to the Land, together with all exceptions or conditions to such title, including,
without limitation, all easements, restrictions, rights-of-way, covenants, reservations, arid all other
liens or encumbrances affecting the Land which would appear in an owner's title policy, if issued.
The Title Binder shall contain the express commitment of the Title Company to issue the Title
Policy to Purchaser in the amount of the Purchase Price insuring such title to the Land and
Improvements as is specified in the Title Binder, with the standard printed exceptions endorsed or
deleted in accordance with Section 2.2.
Section 2.2 Title Insurance Policv Coverinll the Property. At the Closing, Seller, at
its sole cost and expense, shall cause the Title Insurance Policy to be furnished to Purchaser on the
standard form ALTA Owners Title Insurance Policy Form. The Title Policy shall be issued by the
Title Company in the amount of the Purchase Price, and shall insure a good and indefeasible title
to the Land in Purchaser and contain no exceptions to title other than the Permitted Exceptions. The
Title Policy shall contain no general exceptions except those for unpaid taxes for the year 1998 and
thereafter and an exception for the rights of tenant under the lease between Seller and T & D Cattle
Company and Exotics, Inc. a copy of which is attached hereto as Exhibit "D." Seller shall deliver
to the Title Company such affidavits, indemnities or other instruments as may be required by the
Title Company to obtain such endorsements and deletions.
Section 2.3 Survey. Seller, at Seller's sole cost and expense, shall cause to be delivered
to purchaser's counsel within ten (10) business days after the Effective Date hereof six (6) copies of
the most recent plat of survey (the "Survey") of the Land, prepared by a Registered Public Surveyor
or a Registered Professional Engineer duly and currently licensed in the State in which the Property
is located and reasonably acceptable to Purchaser and the Title Company. If Purchaser elects to
4
update such Survey, any cost and expense, for updating the Survey will be paid by the Purchaser.
Section 2.4 Additional Disclosures and Conditions.
(a) The Master Plan, as amended, permits (i) construction ofa maximum of309
single-family residential units on approximately 56.8 acres and (ii) construction of a neighborhood
commercial development on approximately 3.1 acres. The Master Plan depicting areas for
residential development and for commercial development is shown on Exhibit "C" attached hereto.
(b) Purchaser may, at Purchaser's expense, petition the City of Boynton Beach
for a modification of the Master Plan; provided that such petition shall first be approved by Seller
which may in its sole discretion approve or disapprove the proposed modification of the Master Plan.
In the event Seller approves the Purchaser's proposed modification of the Master Plan, Seller shall
cooperate with Purchaser in processing a petition for modification of the Master Plan. Cooperation
shall include, but is not limited to, filing of the petition for modification in Seller's name.
(c) A petition to modify the Master Plan must be filed within ninety (90) days of
the Effective Date or Purchaser's right to file such petition is deemed waived.
Section 2.5 Environmental Inspection.
(a) Purchaser shall have the right at all times prior to the expiration of the Due
Diligence Period to conduct, or cause to be conducted, an Environmental Inspection (herein so
called) of the Property by an inspector selected by Purchaser for the purpose of reviewing the
Property for compliance with Environmental Laws to ensure that the Property does not contain any
Hazardous Substances which are in violation of any applicable Environmental Law. The cost and
expense of such Environmental Inspection shall be paid solely by Purchaser.
(b) Seller agrees to cooperate fully with Purchaser in respect to the Environmental
Inspection. In the event the results of the Environmental Inspection disclose any deficiency in the
compliance of the Property with any applicable Environmental Law or disclose the presence of any
Hazardous Substance, Purchaser may either as its sole options (i) .waive such deficiency and
consummate the transactions contemplated by this Agreement without adjustment to the Purchase
Price unless agreed to by Seller, or (ii) terminate this Agreement. Such election shall be made in
accordance with the provisions of Section 2.7 below.
Section 2.6 Duc Diligence Period: Inspection: Termination.
(a) During the Due Diligence Period and thereafter until the Closing Date,
Purchaser shall have reasonable access to the Property, either personally or by authorized agent, to
inspect the Property.
5
(b) Purchaser agrees to fully and completely repair and restore the Property in the
event of any damage whatsoever arising out of the acts or omissions of Purchaser, Purchaser's agents
or consultants in connection with the inspections conducted during the Due Diligence Period.
Purchaser hereby indemnifies and holds Seller harmless from and against any loss, damage, injury,
claim or cause of action Seller may suffer or incur and arising out of Purchaser's inspections of the
Property undertaken pursuant to this Agreement.
(c) If the Title Binder or Survey shows that Seller does not have good and feasible
fee simple title to the property, free and clear of encumbrances other than Permitted Exceptions, then
Purchaser may give Seller written notice of any of Purchasers specific objections to Seller's title on
or before the expiration of twenty-five (25) days after the Effective Date. If Purchaser gives such
notice to Seller, Seller shall thereafter use reasonable efforts to cure the objection (but Seller shall
not be obligated to cure nor incur any expense in excess $10,000.00 in aggregate in its attempt to
cure such objections) on before the Closing Date. If Seller has not cured the objections on or before
the Closing Date, Purchaser shall have the right to terminate this Agreement by giving written notice
thereof at any time to Seller and Title Company on or before the Closing Date. If Purchaser does
not terminate this Agreement on or before the Closing Date, Purchaser shall be deemed to have: i)
irrevocably waived all the objections that remain uncured; or ii) elected to purchase the Property
subject to those uncured objections (which are deemed to be "Permitted Encumbrances").
(d) In the event Purchaser disapproves of any matter reviewed or discovered
during the Due Diligence Period, other than title and survey matters, including, but not limited to,
the contents of any documents and records, any aspect of the physical condition of the Property or
any other matter covered or contemplated by this Article II, or Purchaser determines that its
projected development of the Property is not feasible, Purchaser shall have the right to terminate this
Agreement by the delivery of written notice of termination on or before the expiration of the Due
Diligence Period.
(e) In the event Purchaser petitions for a modification of the Master Plan and such
modification has not been approved within one hundred eighty (180) days (or two hundred forty
(240) days if notice is given pursuant to Section l.l(c)) after the Effective Date, or in the event that
Purchaser is unable to secure approval of a site development plan permitting development of not less
than three hundred (300) home sites within one hundred eighty (180) days (or two hundred forty
(240) days if notice is given pursuant to Section l.l(c)) after the Effective Date, Purchaser may
terminate this Agreement by the delivery of written notice oftermination to Seller on or before the
expiration of one hundred eighty (180) days (or two hundred forty (240) days if notice is given
pursuant to Section l.l(c)) from the Effective Date.
(f) In the event that (i) confirmation that all concurrency reservations necessary
to develop the Property have not and cannot be satisfied; (ii) there is a condemnation proceeding
threatened or pending which materially affects the use of the Property; (iii) there has not been a final
determination and acceptance of all off-site mitigation made by the South Florida Water
Management District and the United States Corp of Engineers so that no additional mitigation of
6
wetlands will be required on the Property or by Purchaser, Purchaser may terminate this Agreement
by the delivery of written notice of termination to Seller on or before the expiration of one hundred
eighty (180) days (or two hundred forty (240) days if notice is given pursuant to Section l.l(c)) from
the Effective Date.
(g) If Purchaser terminates this Agreement in accordance with this Article II,
Purchaser shall receive a full refund of the Escrow Deposit, including any interest or other earnings
thereon and thereafter Seller and Purchaser shall have no further obligations or liabilities hereunder,
one to the other. In the event the Agreement is not terminated in accordance with the foregoing
provision, the Escrow Deposit shall, subject to the provisions of Section 2.6(c), 2.6(e) and 2.6(f),
become non-refundable upon the expiration of the Due Diligence Period and the disposition thereof
shall be governed by the provisions of Articles III and V hereof.
ARTICLE III
The Closing Date and the Closing; Obligations
of Purchaser and Seller with Respect Thereto
Section 3.1 The Closinl!: and the Closinl!: Date. The purchase of the Property
contemplated by the terms and conditions of this Agreement shall be consummated at the Closing
to be held on the Closing Date. In the event the Closing Date specified is not a busin~s day, the
Closing shall be held on the business day next following such date.
Section 3.2 Seller's Obligations at the Closing.
(a) At the Closing, Seller shall do the following:
i) Execute, acknowledge, and deliver to Purchaser a good and sufficient
General Warranty Deed (the "Deed") conveying Seller's interest in and to good and
marketable the fee simple title in the Land to Purchaser subject only to the Permitted
Exceptions;
ii) Deliver the Title Policy to Purchaser or if the Title Policy is not
delivered at Closing, Seller shall cause the Title Company to unconditionally obligate itself
to deliver the Title Policy in the form approved by Purchaser with five (5) business days after
Closing; and
iii) Credit against the Purchase Price, sums required to be so credited to
Purchaser, or paid by Seller, pursuant to this Agreement.
iv) Deliver to Purchaser and the Title Company satisfactory evidence that
all necessary corporate action on the part of Seller has been taken with respect to the
consummation of the transaction contemplated hereby;
7
Property without any duty on the part of the Seller or such individuals to conduct any investigation.
Section 4.3 Survival of Representations and Warranties. Except as otherwise set forth
herein, the representations and warranties set forth in Section 4.1 hereof shall be continuing and shall
be true and correct on and as of the Closing Date with the same force and effect as if made at that
time, and all of such representations (except as contained in Section 4.1 (d) )and warranties shall
survive the Closing for a period of six (6) months, at which time they shall expire and terminate and
be of no further force and effect unless a claim for breach thereof has been instituted within such six
(6) month period; provided, however, that the representations and warranties contained in Section
4.1 (d) shall survive the Closing without limitation.
Section 4.4 Limitation of Representation and Warranties. PURCHASER HEREBY
EXPRESSLY ACKNOWLEDGES THAT IT HAS INSPECTED AND EXAMINED OR WILL
INSPECT AND EXAMINE THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY
PURCHASER IN ORDER TO ENABLE PURCHASER TO EV ALUA TE THE PURCHASE OF
THE PROPERTY. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE
PURCHASER OF REAL ESTATE AND THAT, EXCEPT AS SET FORTH IN SECTION 4.1, IT
IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S
CONSULTANTS, AND THAT PURCHASER HAS CONDUCTED OR WILL CONDUCT SUCH
INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND IS
RELYING OR WILL RELY UPON SAME, AND SHALL ASSUME THE RISK OF ANY
ADVERSE MA TIERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND
ENVIRONMENTAL CONDITIONS, THAT MAY NOT HAVE BEEN REVEALED BY
PURCHASER'S INSPECTIONS AND INVESTIGATION. PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE PROPERTY ON
AN "AS IS, WHERE IS" BASIS AND WITH ALL FAULTS, WITHOUT REPRESENTATIONS,
WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE,
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1. PURCHASER WAIVES AND
RELINQUISHES ALL RIGHT AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR
IN RELATION TO, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1 HEREOF, ANY
REPRESENTATIONS, WARRANTIES OR COVENANTS, WHE~R EXPRESS OR IMPLIED,
WInCH MAY HA VB BEEN MADE OR GIVEN, OR WInCH MAY HAVE BEEN DEEMED TO
HAVE BEEN MADE OR GIVEN, BY SELLER. PURCHASER ASSUMES ALL RISK AND
LIABILITY (AND AGREES THAT SELLER SHALL.NOT BE LIABLE FOR ANY SPECIAL,
DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING
FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION,
MAINTENANCE, REPAIR, OR OPERATION OF THE PROPERTY, EXCEPT AS EXPRESSLY
SET FORTH IN SECTION 4.1 HEREOF. NOTWITHSTANDING ANY SEEMING
CONTRADICTION, IT IS AGREED AND UNDERSTOOD THAT THE PROVISIONS OF TIllS
SECTION 4.4 ARE LIMITED SO AS TO NOT BE CONSTRUED AS DIMINISHING OR
NEGATING (a) SELLERS RESPONSIBILITY FOR ANY REPRESENTATIONS AND
WARRANTIES PROVIDED IN SECTION 4.1 HEREOF AND ELSEWHERE IN TillS
12
AGREEMENT (BUT ONLY TO THE EXTENT EXPRESSLY PROVIDED AND FOR THE
DURATION STATED IN THIS AGREEMENn, (b) ANY WARRANTY OF TITLE SET FORTI!
IN THE WARRANTY DEED FOR THE PROPERTY AND OTHER CONVEYANCE
DOCUMENTS TO BE DELIVERED BY SELLER TO PURCHASER IN CONNECTION WITH
THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY, AND (c)
PURCHASERS ASSUMPTION OF RISK UNDER THIS SECTION 4.4 SHALL NOT COVER OR
BE APPLICABLE TO ANY LIABILITY THAT EXISTS AS OF THE CLOSING DATE AND
WHICH RELATES TO ACTS, OMISSIONS OR OCCURRENCES ARISING OUT OF SELLERS
OWNERSHIP AND OPERATION OF THE PROPERTY PRIOR TO SUCH DATE. THE
PROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING.
Section 4.5 Seller's Oblil!ation to Notify Purchaser of Chanl!e. If, prior to the Closing
Date, Seller, in the manner described in Section 4.2, becomes aware that any representation or
warranty set forth in Section 4.1 hereof which was true and correct on the date hereof has become
incorrect in any material respect, either prior to or at Closing, due to changes in conditions or the
discovery of information by Seller, in the manner described in Section 4.2, of which Seller was
unaware on the date hereof, Seller shall immediately notify Purchaser thereof and upon receipt of
such notification Purchaser shall have the option of terminating this Agreement and receiving a full
return of the Escrow Deposit. If Purchaser does not exercise its option to terminate this Agreement
by reason of any such change in conditions, appropriate modifications may be made in the terms
hereof to reflect the change in the conditions to the mutual satisfaction of Seller and Purchaser.
ARTICLE V
Defaults and Remedies
Section 5.1 Seller's Defaults: Purchaser's Remedies.
(a) Seller's Defaults. Seller shall be deemed to be in default hereunder in the
event that any of Seller's representations hereunder are determined to be false or misleading in any
material respect or in the event Seller shall fail in any respect to meet comply with, or perform any
covenant, agreement, or obligation on its part required within the tiJne limits and in the manner
required in this Agreement.
(b) Purchaser's Remedies. Subject to the provisions of Section 3.3 (b) above,
in the event Seller shall be deemed to be in default hereunder by virtue of the occurrence of anyone
or more of the events specified in Section 5.1 (a) above, Purchaser may elect as its sole remedy to
pursue anyone of the following actions:
(i) Enforce specific performance of this Agreement against Seller; or
(ii) Terminate this Agreement.
13
(c) Return of Escrow Deposit. Upon the termination of this Agreement in
accordance with Section 5.1 (b) (ii) or other Sections hereof providing for such termination, the
Eserow Deposit, and all accrued interest thereon, if any, shall be returned to Purchaser by the Escrow
Holder not later than five (5) days after receipt by Seller and Escrow Holder of written notice and
need not be accompanied by any other document or consent of any other party hereto. If the Escrow
Deposit is to be returned to Purchaser in accordance with this Section 5 .1 (c), Seller shall promptly
execute and deliver such documents as may be reasonably required to cause the Escrow Holder to
return the Escrow Deposit to Purchaser. After acknowledgment by Purchaser that Seller has
reimbursed Purchaser for Purchaser's out-of-pocket cost for third party due diligence reports, the
Escrow Holder shall deliver such reports to Seller; provided, however, that Seller shall have no
obligation to purchase any such report from Purchaser.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, PURCHASER'S
ESCROW DEPOSIT SHALL BE DEEMED AT RISK AND NON-RETURNABLE TO
PURCHASER AFTER EXPIRATION OF THE DUE DILIGENCE PERIOD SUBJECT ONLY TO
THE CONDITIONS SET FORTH IN SECTIONS 2.6(c) [TITLE] AND 2.6(e) [MODIFICATION
OF MASTER PLAN] IN THE EVENT PURCHASER FAILS TO PROVIDE THE NOTICE OF
TERMINATION REQUIRED BY SECTION 2.6(d).
Section 5.2 Purchaser's Default: Seller's Remedies.
(a) Purchaser's Defaults. Purchaser shall be deemed to be in default hereunder
in the event Purchaser shall fail in any material respect to meet, comply with, or perform any
covenant, agreement, or obligation on its part required within the time limits and in the manner
required in this Agreement.
(b) Seller's Remedv.
(i) In the event Purchaser shall be deemed to be in default as set forth in
Section 5.2 (a) above and Seller does not waive such default, Seller, as Seller's sole and
exclusive remedy for such default, shall be entitled to the escrow deposit (including any
interest thereon), it being agreed between Purchaser and S~ller that such sum shall be
liquidated damages for such default of Purchaser because of the difficulty, inconvenience and
uncertainty of ascertaining actual damages for such default.
(ii) If the Escrow Deposit is to be delivered to
Seller in accordance with this Section 5.2 (b), Purchaser shall
promptly execute and deliver such documents as may be reasonably
required to cause the title company to deliver the Escrow Deposit to
Seller.
(iii) In placing their initials at the places provided, each party specifically
confirms the accuracy of the statements made above and the fact that such party was
14
represented by counsel who explained the consequences of these provisions at the time this
agreement was made.
SELLER'S INITIALS: ~
PURCHASER'S INITIA~
ARTICLE VI
Closinl! Costs: Prorations
Section 6.1 Closing Costs. Costs of closing the transaction contemplated hereby shall
be allocated between Seller and Purchaser as follows:
(a) Seller shall pay (i) the premium for the Owner's Title Policy, (ii) the costs of
providing to Purchaser all information reviewed and approved by Purchaser pursuant to Article II
hereof, including, but not limited to, the Survey and copies of exceptions to title to the Property, (iii)
costs of all transfer, deed or stamp taxes and similar conveyance taxes or charges, (iv) one half (Yz)
of any escrow fees or similar charges of the Escrow Holder, and (v) the costs of obtaining any other
items to be delivered by Seller to Purchaser at Closing;
(b) Purchaser shall pay (i) the cost of recording the Deed and any other
conveyance documents that Purchaser may choose to record, (ii) one half (Yz) of any escrow fee or
similar charges of the Escrow Holder; and iii) any premiums to the Title Company for deletion of
the survey exception or any other standard exception; and
(c) All other expenses incurred by Seller or Purchaser with respect to the Closing,
including, but not limited to, attorneys' fees of Purchaser and Seller, shall be borne and paid
exclusively by the party incurring same, without reimbursement, except to the extent otherwise
specifically provided herein.
Section 6.2 Proration ofIncome and Expenses. The following items shall be adjusted
or prorated between Seller and Purchaser at the Closing effective as of the Closing Date:
(a) Purchaser assumes and agrees to pay all assessments for public improvements
becoming a lien after closing. Real Estate taxes shall.be prorated as of closing. If Closing occurs
before the tax rate is fixed, the credit to be given by Seller to Purchaser for real estate taxes due shall
be made on the basis of the tax rate for the prior year applied to the latest assessed valuation of the
Property, and when the tax rate is fixed for 1998, Seller and Purchaser hereby agree, one to the other,
to adjust the credit for taxes and, if necessary, to refund or pay such sums to the other party as shall
be necessary to effect such adjustment.
(b) All other income and operating expenses for or pertaining to the Property,
including, but not limited to, public utility charges, maintenance, security, and similar contractual
15
charges, and all other operating charges or expenses with respect to the Property shall be prorated
between Purchaser and Seller at the Closing effective for all purposes as of the Closing Date.
(c) Seller shall pay and be responsible for all debts, liabilities, and obligations in
accordance with their terms of Seller arising from the construction, ownership, and operation of the
Property and the business operated thereon, including but not limited to, construction costs, salaries,
taxes, accounts payable, leasing commissions, and the like, through the Closing Date.
Section 6.3 Post-Closin\:" Adjustments. Seller and Purchaser agree that, to the extent
items are prorated or adjusted at Closing on the basis of estimates, or are not prorated or adjusted
at Closing pending actual receipt of funds or compilation of information upon which such Prorations
or adjustments are to be based, each of them will, upon a proper accounting, pay to the other such
amounts as may be necessary such that Seller will receive the benefit of all income and will pay all
expenses of the Property prior to the Closing Date and Purchaser will receive all income and will
pay all expenses of the Property on or after the Closing Date. If on or after the Closing Purchaser
receives any bill or invoice all or a portion of which relates to periods prior to the Closing Date,
Purchaser will refer such bill (or the portion thereof that relates to periods prior to the Closing Date)
to Seller and Seller agrees to pay such bill or invoice (or portion thereof) promptly upon receipt. If
Seller does not pay such bill (or portion thereof) in a timely manner, Purchaser may, at its option,
pay such bill or invoice and Seller shall become liable to Purchaser for the full amount of such
payment, which amount shall be payable by Seller upon demand. If on or after the Closing Seller
receives any bill or invoice which relates to periods on or after the Closing Date, Seller will refer
such bill to Purchaser, accompanied by Seller's check representing payment for the allocable portion
of such bill, if any, representing charges relating to periods prior to the Closing Date, and Purchaser
agrees to pay such bill or invoice promptly upon receipt. If Purchaser does not pay such bill in a
timely manner, Seller may, at its option, pay such bill or invoice and Purchaser shall become liable
to Seller for the full amount of such payment, which amount shall be payable by Purchaser upon
demand.
ARTICLE VII
Indemnification
Section 7.1
(a) Brokeral:e Commissions. Seller and Purchaser represent each to the other
that it has not dealt with any broker, salesman or finder in connection with the sale of the Property
to Purchaser other than Steven Allen Elias ("Broker"). Purchaser agrees to pay all commissions,
expenses and any other amounts due to Broker on account of the sale of the Property to Purchaser,
payable at Closing. If a claim for a commission, brokerage or similar fees in connection with this
transaction is made by any broker, salesman or finder other than Broker claiming to have dealt
through or on behalf of one of the parties to this Agreement, then that party shall indemnify, defend
and hold the other party under this Agreement harmless from all liabilities, damages, claims, costs,
16
fees and expenses whatsoever (including reasonable attorneys' fees and court costs, including those
for appellate matters and post judgment proceedings) with respect to said claim for brokerage.
(b) Broker, by executing a copy of this Agreement on page 21, hereby agrees that
said Broker is not entitled to any commissions, expenses or other amounts from Seller, will look
only to Purchaser for such compensation and waives any and all claims for such compensation
Broker has or may have against Seller.
(c) The provisions of this section shall survive the Closing or the termination or
cancellation of this Agreement.
Section 7.2 Seller's Indemnitv. Seller agrees to indemnify and hold the Purchaser
harmless of and from any and all liabilities, claims, demands and expenses, of any kind or nature
(except those items which by this Agreement specifically become the obligation of the Purchaser),
known or unknown, fixed or contingent, arising or accruing prior to the Closing Date and which are
in any way related to the ownership, construction, occupancy, maintenance or operation of the
Property, and all expenses related thereto, including without limitation, court costs and reasonable
attorney's fees. The foregoing indemnity shall apply, without limitation, to any such claims,
demands, causes of action, losses, damages, liabilities, costs or expenses asserted against or incurred
by Purchaser at any time or from time to time by reason of or arising out of the breach of any
representation, warranty or covenant of Seller set forth herein (subject to any time limits for
instituting a claim set forth in Section 4.3 hereof), provided, however, this indemnity shall not apply
with respect to matters caused by or arising out of the negligence or misconduct of Purchaser.
Section 7.3 Purchaser's Indemnity. Purchaser agrees to indemnify and hold Seller
harmless of and from any and all liabilities, claims, demands and expenses, of any kind or nature
(except those items which by this Agreement specifically remain the obligation of Seller) known or
unknown, fixed or contingent, arising or accruing subsequent to the Closing Date and which are in
any way related to the ownership, construction, occupancy, maintenance or operation of the Property
after the Closing Date, and all expenses related thereto, including, without limitation, court costs and
attorneys' fees; provided, however, this indemnity shall not apply with respect to matters caused by
or arising out of the negligence or misconduct of Seller.
ARTICLE VIII
Miscellaneous
Section 8.1 Survival of Terms. Except to the extent otherwise expressly provided for
, herein, the terms and provisions hereof shall survive the Closing and shall remain in full force and
effect thereafter.
Section 8.2 Bindine Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.
17
Section 8.3 EntireAereement: Modifications. This Agreement embodies and constitutes
the entire understanding between the parties with respect to the transactions contemplated herein,
and all prior or contemporaneous agreements, understandings, representations, and statements, oral
or written, are merged into this Agreement. Neither this Agreement nor any provisions hereof may
be waived, modified, amended, discharged, or terminated except by an instrument in writing signed
by the party against which the enforcement of such waiver, modification, amendment, discharge, or
termination is sought, and then only to the extent set forth in such instnunent.
Section 8.4 Headines. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation hereof.
Section 8.5 Interpretation and Construction.
(a) Whenever the context hereof shall so require, the singular shall include the
plural, the male gender shall include the female gender and the neuter, and vice versa.
(b) The terms and provisions of this Agreement represent the results of
negotiations between Seller and Purchaser, each of which has been represented by counsel 9f its own
selection, and neither of which has acted under duress or compulsion, whether legal, economic or
otherwise. Consequently, the terms and provisions of this Agreement shall be interpreted and
construed in accordance with their usual and customary meanings, and Seller and Purchaser hereby
expressly waive and disclaim, in connection with the interpretation and construction of this
Agreement, any rule oflaw or procedure requiring otherwise, including without limitation, any rule
of law to the effect that ambiguous or conflicting terms or provisions contained in this Agreement
shall be interpreted or construed against the party whose attorney prepared this Agreement or any
earlier draft of this Agreement.
(c) Each party has participated fully in the negotiation and preparation of this
Agreement with full benefit of counsel. Accordingly, this Agreement shall not be more strictly
construed against either party.
(d) Typewritten or handwritten provisions which are jnserted in or attached to this
Agreement as addenda or riders shall control all printed or pretyped provisions of this Agreement
with which they may be in conflict.
Section 8.6 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received upon being deposited in the United States mail, postage prepaid, certified mail,
return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth
, below, or if sent by overnight courier or by telecopy or other facsimile transmission or by any other
reasonable means, such notice shall be deemed received when actually delivered to and received or
refused by the party to whom such notice is directed at the following addresses:
Seller:
EBG Insurance Agency, Inc.
18
c/o Gene B. Glick Company, Inc.
P.O. Box 40177
8330 Woodfield Crossing Blvd., Suite 200
Indianapolis, Indiana 46240
Attention: James T. Bisesi
Facsimile: (317) 469-8142
With copy to:
James W. Beatty
Landman & Beatty
1150 Market Square Center
151 N. Delaware
Indianapolis, Indiana 46204
Facsimile: (317) 236-1049
Purchaser:
Continental Homes of Florida, Inc.
8000 Governors Square Boulevard, Suite 101
Miami Lakes, Florida 33016
Facsimile:
(305) 512-0752
With copy to:
Juan Rodriguez
Salomon, Kanner, Damian & Rodriguez, P.A.
80 S.W. 8th Street, Suite 2550
Miami, Florida 33130
Facsimile:
(305) 374-1719
Section 8.7 Ril!ht to Possession. At the Closing and as a condition thereto, Purchaser
shall have full and unrestricted right to possession of the Property, subject only to the provisions of
the cattle lease, and Seller will do such acts, execute such instruments, ~d take such action as may
be appropriate or required to assure to Purchaser possession of the same.
Section 8.8 Additional Acts. In addition tQ the acts and deeds recited herein and
contemplated to be performed, executed, and/or delivered by Seller or Purchaser, Seller and
Purchaser hereby agree to perform, execute, and/or deliver or cause to be performed, executed,
and/or delivered at the Closing or thereafter any and all such further acts, deeds, and assurances as
Purchaser or Seller, as the case may be, may reasonably require to (i) evidence and vest in the
Purchaser the ownership of, and title to, the Property, and (ii) consummate the transactions
contemplated hereunder.
Section 8.9 Applicable Law. TIDS AGREEMENT SHALL BE CONSTRUED
19
UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA AND
IS PERFORMABLE IN PALM BEACH COUNTY.
Section 8.10 Attornevs' Fees. Should either party employ an attorney or attorneys to
enforce any of the provisions hereof or to protect its interest in any manner arising under this
Agreement, the non-prevailing party in any action pursued in courts of competent jurisdiction (the
finality of which is not legally contested) agrees to pay to the prevailing party all reasonable costs,
damages, and expenses, including attorneys' fees, expended or incurred in connection therewith.
Section 8.11 Risk of Loss.
(a) Risk ofloss or damage to the Property by fire or any other casualty ("Casualty
Loss" herein), from the date hereof through the Closing Date will be on Seller and, thereafter, will
be on Purchaser.
(b) Risk of loss or damage to the Property by condemnation, eminent domain, or
similar proceedings (or deed in lieu thereof), from the date hereof through the Closing Date will be
on Seller and, thereafter, will be on Purchaser. In the event of loss or damage to the Property by
reason of the institution of condemnation or eminent domain proceedings (or deed in lieu thereof),
or means of access to the Property has been blocked or substantially impaired or condemnation
awards are sufficient to allow the repair of damage or destruction to the Property to a commercially
acceptable condition, Purchaser shall have the right, as its sole remedy, to terminate this Agreement
in which event the Escrow Deposit shall be returned to Purchaser and the parties hereto shall have
no further obligation one to the other. In the event the Purchaser does not elect to terminate this
Agreement, Purchaser may consummate the transaction contemplated by this Agreement and receive
an assignment of all condemnation awards attributable to such taking. In such event, if such
condemnation proceeds shall be assigned to Purchaser, Seller shall have no additional obligation if
such condemnation awards are insufficient to repair damage to the Property and Purchaser shall not
be entitled to any credit or reduction in the Purchase Price.
Section 8.12 Assi~nment. Purchaser shall have the right, without the consent of Seller,
to assign its rights under this Agreement and all rights hereunder to any affiliate of Purchaser. Any
other assignment shall require Seller's consent. Except for an assignment in connection with a tax-
free exchange pursuant to Section 1031 of the Internal Revenue that does not create any cost or
liability for the Purchaser, the rights and obligations of Seller under this Agreement may not be
assigned by any party hereto without the prior written consent of Purchaser.
Section 8.13 Time oftbe Essence. Time is of the essence oftllis Agreement. In the event
that the date for performance of any obligation hereunder, or the giving of any notice hereunder, falls
on a day other than a business day, the period for such performance, or the giving of any notice
hereunder, shall be extended to the end of the next business day.
Section 8.14 Conditions. All covenants, warranties and obligations of Seller and Purchaser
20
in this Agreement are deemed to be conditions to such party's obligations herein. All conditions to
Purchaser's or Seller's obligations, whether specifically stated in this Agreement or pursuant to the
preceding sentence, and all rights of Purchaser or Seller herein are imposed solely and exclusively
for the benefit of such party and its assigns and any or all of such conditions or rights may be waived
in whole or in part by such party at any time in its sole discretion.
Section 8.15 Severability. If any provision in this Agreement is invalid, illegal, or
unenforceable, such provision shall be construed as narrowly as possible to allow Purchaser and
Seller to be afforded the benefits and protections of this Agreement. Such provision shall be
severable from the rest of this Agreement and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, and shall continue in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the month,
day and year first written above.
SELLER
Signature
Printed
EBG INSU NCE AGENCY, INC.
!'
Signat~~
Printed 4.. L _ Ie . Date of Execution:
. Bisesi
ice President
+n I /,)3./ 99t5
Signature
Printed
PURCHASER
Co,^-\\ ~~ \\&.u<'~ d- "\loi ,&. ,3i.,\C. .,
c.. f\<.:>i' dP. LO{f"(cM\~-'-\
By: .~ rv'\v\O\(ft:~
Printed 5 0 H~ (l m n'l'>>loJt'Y
Title V\~e;t.ulv\
Witnesses:
Signature
Printed
Date ofExecution:~Wlq,~
21
BROKER
By.
Printed
Title
Date of Execution:
22
-
J'\..~
f
Receipt of CoVy of Agreement by Title ComDanv
Title Company hereby acknowledges receipt ofa copy of the Agreement executed by Seller
and Pw-chaser.
TITLE COMPANY:
Universal Land Title, Inc.
By: el~ I r <"9) 0 ,,\ <:;'
Printed F,i 1 PPO r. F,1 m"
Title t:nmmjQlrr; tll ArrOl1nrQ ~bn~8Pr
Date of execution:
April 30. 1998
23
Receipt of Escrow Deposit
The undersigned hereby acknowledges receipt of the Escrow Deposit in the amount of
$25,000.00 and agrees to hold the Escrow Deposit in accordance with the terms of the attached
Agreement. The undersigned agrees to deposit such funds in a federally insured interest bearing
trust account with the interest accruing for the benefit of Purchaser in all events.
Escrow Holder joins in the execution of this Agreement for the express purpose of
acknowledging receipt of the Escrow Deposit lodged with it by Purchaser and agreeing to be bound
by the provisions herein set forth with respect to the disbursement of the Escrow Deposit. Purchaser
and Seller hereby authorize the payment of said Escrow Deposit with interest earned thereon, by the
Escrow Agent in accordance with the terms and provisions set forth in this Agreement. In the event,
however, that in the discretion ofthe Escrow Holder there exists some doubt as to how or under what
circumstances the Escrow Deposit or interest earned thereon shall be disbursed hereunder, and the
parties hereto are unable to agree and direct, in writing, as to when or under what circumstances the
Escrow Holder shall disburse the same, Escrow Holder shall be entitled to interplead said earnest
money deposit and interest into the Circuit Court of Palm Beach County, Florida, without further
liability or responsibility on its part. Costs, expenses and attorneys fees associated with any such
interpleader shall be deducted fTom the amount of the Escrow Deposit and interest prior to its deposit
, into the registry of the Court.
_,. eM. LP.r,.J() W l-6" ,.c",c..
lJrJt:-v~l'-'"" ,~
I ((, C, pfJ(CA SP-/kJ.I {,ttt.CJ /Jtvq.
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IN e1 r Itr1IM BtflC/~ pC.
3 3f{o {
lJ(,(~ ,g,~ H1C
(ff//-b/b..l f~ms
ESCROW HOLDER:
Universal Land Title. Ine,
By: ~\k;::\Q!) J , (' ,cO!> .J. )S'
Printed Eileen C. Elms
Title
rgmmar€ial ~CB8HRt8 MSRsgel
Date ohxecution: April 30, 1998
[TO BE EXECUTED IF, AS AND WHEN THE
ESCROW DEPOSIT IS DEPOSITED BY
PURCHASER]
24
EXHIBlT"A"
PROPERTY DESCRIPTION
See Attached
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CHAl.tT IV
PL.A TS " AND F'OUR
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DRIVE (80' R/W)
6."1~2"21'33"
R-790.00'
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MICHAEL. B. S~';HORAH
a ASSOCIA T!rs. INC.
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EXHIBJT "A"
AN~ ~JIl~ '8 3N3~:aI ZZ:91 86, 81/170 171717 'ON 3lI~
EXHIBIT "B"
PERMITTED EXCEPTIONS
1. Agreement with City of Boynton Beach for water services, recorded in Official
Records Book 3800, at Page 1113, in the Public Records of Palm Beach County, Florida.
2. Reciprocal Easement Agreements, recorded in Official Records Book 4683, at Page
956, in Official Records Book 4683, Page 960 and in Official Records Book 5089, Page 1189, in the
Public Records of Palm Beach County, Florida.
3. Easement granted to City of Boynton Beach and Florida Power & Light Company,
by instrument filed in Official Records Book 3676, at Page 306, in the Public Records of Palm
Beach County, Florida.
4. Easement granted to City of Boynton Beach, by instrument filed in Official Records
Book 8706, at Page 581, in the Public Records of Palm Beach County, Florida.
5. Restrictive Covenants, (deleting therefrom any restrictions indicating any preference,
limitation of discrimination based on race, color, religion, sex, handicap, familial status or national
origin), as recorded in Official Records Book 4441, at Page 1159, in the Public Records of Palm
Beach County, Florida.
EXHIBIT "c"
MASTER PLAN
See Attached
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Boynton Beach, Florida
6111869112.181
^N~dWOJ ~Jll~ '8 3N3~:aI 66:91 86. 81/110 """ 'ON 31[~
EXH!BIT "e"
EXHIBIT "D"
CATTLE LEASE
See Attached
MEMORANDUM OF LEASE
t:U6
TillS MEMORANDUM OF LEASE ~ntered into as of the 17th day of October,
1994, by and between a.:....~ cliQlt Insurance Agency, Inc. ("Glick") and
T&D Cattle company' & Exotics, Inc. (T&D),
€. 86 , th f tl 1
WHEREAS, CQRB B. GliQ~ Insurance Agency, Inc. ~s e owner 0 1e rea
estate described on the Exhibit "A" attached hereto (the real estate) .
WHEREAS, T&D Cattle, Inc. desires to use said real estate for the
grazing and breeding of livestock on said real estate.
WHEREAS, the parties wish to set forth the terms and conditions of the
use of the real estate by T&D.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:
1. Glick agrees that for Ten Doll~rs ($10) and other valuable
consideration, the receipt of which is hereby aclmowledged, T&D may
use the real estate for grazing and breeding of livestock until
such time as T&D is given reasonable notice, in writing, that the
real estate can no longer be used for said purposes and must be
vacated. Reasonable notice shall not be less than 60 days.
2. T&D agrees that upon receipt of reasonable notice that the real
estate can no longer be used for grazing or breeding purposes, they
will r.emove all livestock from the real estate.
3. T&D agrees to maintain a policy of general liability insurance in
an amount of no less than $500,000 to protect Glick from claims
arising from T&O's use of the real estate. T&D will provide Glick
with a certificate evidencing this coverage and naming Glick as one
of the insured.
4. T&D will provide Glick with sixty (60) days written notice of its
intention to vacate the real estate,
5. T&D will provide maintenance (mowing) of the property as required
by the regulatory agencies having jurisdiction over the property.
IN WITNESS WHEREOF, the
OctOber, 1994.
~a.~
CE~lE ll. e' INSURANCE
AGE;NCY, INC.
f/J-
parties have set .their hands this 17th day of
T&D CATTLE COMPANY AND
EXOTICS, INC.
~
A~(~
By: Richard E. Bowman,
R.Il. J., aox 295
Delray Beach, FL
407/496-48111:"3-
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Bisesi,
P. B- 40177
Indianapolis, IN
317/469-0400
Vice presiden.t
President
46240
33446
FILE No. 36S 04/08 '98 10:45 ID:GENE B. GLICK a:rPANY
13174698142
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Tha Northeast one-quarter of Section 18, Township ~S s~uth, RanOB
43 East, Palm Se.ah County, F1orida, less the ~e9t 6g oee~ aD
. thereof. and also le98 the right of way of Lak5~ ~or~ th~~e~~ and
District Canals L-20 and L-21 over the North ~ee
over the south 15 esst thereof, respectively.
TOCE'rHER with the Northeast one-quarter of the Northeast one-
quarter of the Northwest one-quarter of section 18, Town~hiPi4~
South, Ranoe 43 East, Palm Beach county, Florida, lOs~ t~e ~hg5g
of way Lake Worth Drainago 01strict Canal L-20 over t e or
feet thereof.
Less from'all of the above'described land the right of way of
Miner Road, granted to Palm Beach County in Official Records Boolt
4723, Page 1633. ,..,.' ';''','
. ',' 'r' :.
ALSO LESS the follol'ina desar~bed:,:landS:
h parcel of land situate in.Seccfon 18, Township 45 South. Rango
43 East. Palm Beach county, Florida. mOre particularlY described
as follows: '.
comme~cinq At the Northeast corner .of Daid Section 18; thence
South 00 degrees 34' 39" West, along thcs East line of said Section
18, a distance of 5~..60 feet; thence North 89 dearees 25' 21" West
n distance of 60.00 feet to a line 60:00'feet West of and parallel
I'ith said East line--also beina the Westerly riaht of way line of
Conaress Avenue (a right of way 120.00 feet in width) and the
point of beqinninll.
From the point ot beginning. thence south 00 deQ'r8es 34' :3911 West,
along said parallel J.ioe and said. right of way line a distance ot
108.10 feet to the Northeast corner of a parcel of land known as
the pUblic Lands Dedication, as recorded in Official Records Book
4171, Pages 215-219, of the pUblic Records of Palm Beach County,
Florida; thence South 88 degrees' OS' 55" West, departing said
riaht of way line and running alona the North line of said Public
lands dedication and along a line 158.00 feet South of and
parallel with the North line of said section'18, e distance of
600.00 feet: thence South 00 degrees 34' 391' ~e5t, oontinuing
alonq the perimeter of aaid Public Lands Oedieation and along a
line parallel with said east line of SectiQn 16, a distance of
218.00 feet: thence North 88 degrees 05' 5511 East a distance ot
600.00 tect to tho aforesaid westerly right ot way line of
Conqress Avenue and the Southeast. corner ~f said Public Lands
Dedication; thence South 00 degrees 34' 39" .W~st, along said right
of way line, a distance of 983.56 feet; thence North 44 degrees
251 2111 West, departing from aald'right of way line, a distance of
35.36 feet: thence North 89 degrees 25' 21"":West a distance of
125.00 feet to the beginning of a'curve, having a radius of 460.00
feet, from which a radial line bears South 00 degrees 34' 39"
West, thence Westerly and Southwesterly nlono. ~lC arc of said
curvo, sUbtending a central angle ot 49 deqrees 101 00", a
distance of 394.74 feet to the end of said curve; thel1ce South 41
deare~s 24' 39'1 Hest a distance of 233.45 feet to the beginning ot
a curve, having n ~Qdius of 790.00 te~t from which a radial line
bears North 49 degrees 35.' 21" West. thence Westerly along the arc
of Baid eurVG, sUbtending a oentral'anola of 46 dearaee 41' 1501, a
distancG of 643.73 feet to the point of compound curvature and the
beginning of a curv6, having a iadius of 540.00 feet from Wllich a
radial line bears Nortll'01 degrees 54' 051' West; thence Westerly
and Northarly along the arc ~t said curve, subtending a central
angle of 90 degrees OO~ '00", a distance a~ 848.23 teet to the end
of naid curve: thence North 01 degrees.54' 05" West a distance of
1165.94 feet; thence North 46 degrees 54' 05" West a distance of
35.36 feet; thence North 01 degrees 54. 05" West ~ discanee of.
108.00 teet to a line 50.00 feet South of and paral~el with the
aforesaid North line of Section 18, also beina the Southerly rioht
of way line of the Lake Worth Drainage Oistrict Lateral Canal No,
L-20; thence North BB degrees 05' 55" East, along said pa~allel
line and fI1aid southerly right ot way line, a dista.nce of 1860.00
feet to th~ point ,of beginning.
FilE No. 36S 04/08 '98 10, _ ID:GENE B. GLICK ~
13174698142
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ALSO LESS the following described lands:
A parcel of land lying within section 18, Township 45 south, Range
43 East, Palm Beach county, Florida. and being more particularly
de.cribed a. tallows:
Commence at the Northeast cornor of said section 18; thence South
00 degrees 34' 31" Wese Alona. the 'East line at said Section lB, a
distanoe of 158.15 feetl thenoe Sotith 88 degrees OS' 52" West
along the South right of wey line of proposed Hiner Road, a
distanoe of 2975.44 feet to the point of beginning:
Thence south 01 degrees 30. 17" ~ostf a diatance ot 503.68 teet.
Thanes South 88 clegrees 03'. '13" West;' a distance of 165.00
feet.Thence tlorth 01 deqro8s JO' 17" East, a. distance of 503.81
feet. Tbence No~th 88 degrees 05' 5~"'East along said proposed
South right ot wny line, n diatanc~~of 164.99 feet to the point of
beginning. .
ALSO LESS the following desoribed lands:
A parcel of land lying within the Northeast quarter of section 18,
Township 45 South, Range 43"East; Palm Beach County, Florida and
bQing mo~e particula~ly described AS to11ows: ~
Commence at the Northe3st corner of said Section 18: thence South
88 dearees 05' 52" West alona the N6rth line of said Section 18. a
distance of 60.06"feetl thence South 00 degrees 34' 31" West ,along
the West right of way line of Congress Aven~~. a distanoe of
158.15 feet to the point of beginning:
Thence continue South 00 degrees 34' 31" lIest, a distanoe of
218.00 feet;Thenoe South 88 degrees OS' 52" West, a distance of
600.00 teet:Thence North 00 degrees 34' Jlt1 East. a distance of
218.00 feet to a point on the South right of way linn of proposed
Hiner Road: Thence North 88 dearees 05' 52" East alona said
proposed South right ot: .way line, a distance of 600.00 feet to the
point'of beginning.
~
EXHIBIT "E"
PROVISIONS OF AGREEMENT REGARDING SIGN EASEMENT
Purchaser desires signage visible from Congress Avenue advertising Purchaser's real estate
development (herein the "Development Signage"). Purchaser agrees to use its best efforts to obtain
approval to locate the Development Signage in the median located at the intersection of Sandalwood
Drive and Congress Avenue (herein the "Sandalwood Median"). If Purchaser exhausts all its
administrative remedies and has been unable to obtain approval to locate the Development Signage
in the Sandalwood Median, Seller agrees to grant Purchaser a temporary sign easement located on
the southwest comer of the Adjacent Property (herein the "Sign Easement"). The Sign Easement
shall be 20 feet by 20 feet in dimension and shall have direct access to Sandalwood Drive. The Sign
Easement shall terminate on the earlier of (i) three (3) years after the date the Sign Easement is
granted to Purchaser or (ii) the date when Purchaser has sold eighty percent (80%) of its developable
land or units, whichever first occurs. The size, exact location, style, color and copy of the
Development Signage shall be subject to Seller's prior written approval which shall not be
unreasonably withheld or delayed.