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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. ~/tJO 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 ! -------------- _________ - - - - - - - --- - - -------- - --Y4"so'54'O/i"-W- - -. 1fINE;R ROAD 35.36' (108' R/W) ;,,- -'- --- --- - - -..- - -------- --- -- \1 I I t I I ! I I i I I I ! i I I , I i i ! .~ 111.. ... r:. 'A ~.M ... :it " . r :i ~ . , . .. It .. in ,... ".,.r I~.JOO' .. . m~ tojO 0:' lltCi '" N 88"0;3'14" ~ 464:'3' , Cl l&J .... ... <t .... ll.. .... o ~ It'''Ma . ........~,.. . -----~ . __aC-" , S!f;=1 -- .... ..... -..- -..- pr"'=".:=:=' ..if_ :==:<.... a-- ~'ii=' 5i:;-- r_ - '.......IQ.. EF.:!:I:. -- iSi==.... IM..".f' Gll.S~ItT IJ.T( 02/"-1" -.... ".'r!leJ 8 38tJd ~ ClI i: o CIl b '" 01 :g - !k --r ----- .1: II"I'.d". Z17186917L181 '~.Clll ~~ Scald ," = 300' . CHAl.tT IV PL.A TS " AND F'OUR E SANDAL WOOD DRIVE (80' R/W) 6."1~2"21'33" R-790.00' A "308.29' SIJB.JEcr PARCEL 59.82 ACReS (~/-) '",,- Na~s' .. E ,5'5&:8,' -------- - - - - 0' I..W.O.O. L.-21 CANAL R/W , 'H~f:' IrfELEAIf ".u.o. MICHAEL. B. S~';HORAH a ASSOCIA T!rs. INC. 1II~'1Wt SKETCH OF BOUNDARY ~"~co..INl_'I3'."""''''''''DPa' 1U. (3'1) ",,-r.':;\GO "AX, (SII'J ...t-i7~. '..Q FOArST HI~I. al. 'II"D" w".,. ........-.. .u.ac:,." "'1..1::J_,O.a 3.1.co: , ,.. ... , 0 r.: ~ iii <t ~ <:l ::. It: .... i== q: ~ - ~ ::.. co 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 1'(1'( r wr:o lJl'o " ~ '" :t' ~ I[ .... If' i ::l III :: ~cn ~ lfi; ; _! \ ~>,., f 8l !.il~. !! >1Il .11, ',{'= .....t 't:l f _os ;..., " j '''", ..... t, ~: (r CD -f . i i \ \ ~~ Jill;' tll~, r~f[' "'I!l~ i f F:-""'.,:-;q~=-] a I \ 'I' I c; 0 II. II 'I ~ .l.i~ 'j!l:&i 'l!E. j'" J n:" 'Ii !!l ,[Ill '" ~ _:': ; . / - - I i. l-~~~~i~. ' :/' b~~, . . ... J. j . L..., . I .-e-, 11r-li -w .s r · ~, I if t ....... =1 -1:1:J '" ",I "" l:: liD cl I" g ::1;, "' I~ ,,~~ I I ~ ,&\ 'I' .......~ l!! ~ r 'I I 11 '. fZ r , , /' . _i rI ,{ ~t%l_lt ;~W-., '" ,., ~ II, Gl II i .., I I ~ , ~:::: ; ., ;;! III " ."1 UJ ':I] " :0 t%l ,', i~S: if :~!!l 1.-- 911 ,/. --- IH' rl i "i 'oj. i , \ " . \ u.J .i ,'Ii I: .f Sf ~l ~I " J , , "I'" .,... i~ j.'o [II II '5; I:ll . ~ ~ I' . lil~r lIi'lijitifil/l,rf '1M Iii f/,'ill! f ' , Ifll!"llfl,li/ m II ,~ . ~Ir Ili:mm !llld',1 ~ I I f I , : : .:Il!iJ,. 6 3~l:1d !I ' it !f if f 1f I, J . r ." 1/1 ! Ii ii Ii Ii Ii Ii ~ ... f Pff lUll If g l If I " ' , 5' 'o" '" I , lC ...~ j' j 1 . , ;: ~ f= ,-- Ji 0 I} ~fg 1[ J~ ~f l~ f~ 1 '" I fll;[1 J' f f f I f _ r I r I r l, f I f I J ~ U J! ~ rfl H " 1"lfl 1 ~jJJ!:? . ~ ~ Ii " I if! hi .... ~i I t.. ...", 'I".. ~ ... ~ , . I" _.f' ............ ".. ^ .. -, I ;',; It... ..... ill H ill!, l i..s lilli' unit :l: .. ~!i> 'I n .11l. ii ( ..l, ~~ . ~!. ~ 1'1... 8:;,. ~ , '" ~~ ~ ~~ 8l~: 1 UlI UJJ, ~~ (:1 'o'" r f::l~ . 9 ,. 00.""" , . f J I I ~ b S ".~pli' I 'pJll;f r _~~i iiH' ~rnr f~ !' , 't:lI!.' Ii,'~ : ~.. Fi1~ t.f' ..,.'!;. :r''1. ,,--..\.. l'a\.j. " if l~ Melear PUD 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- ~'8'*!> ...-. " 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 Pl'GO 2 -.....I . ,..;'~. \.. ,.,' ., EXHIOI',r 111\11 '. 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 ~ 3 ........ ,......--- . ..-.~.;- ".. ".:;:' .~. .,....,. . ,1 .,.;",;""~'"'rl,,t;11,~.t\: y '!'.I>....'1}.. .'..' 1...,-; 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.