APPLICATION
PROJECT NAME: STOR-ALL
LOCATION: Knuth Road and Old Boynton Road
COMPUTER ID: STOR-ALL\PKLV
I FILE NO.: PKLV 99-002 I TYPE OF APPLICATION:
Parking Lot Variance
APPLICANT/CONTACT PERSON: OWNER: Knuth Road Assoc., a Florida
Kieran J. Kilday, KILDAY & ASSOC. general partnership
PHONE: (561) 689-5522 PHONE: 561-684-1040
FAX: (561) 689-2592 FAX:
ADDRESS: 1551 FORUM PL., 100A ADDRESS: 1551 Forum Place, Ste 100
WPB, FL 33401 WPB, FL 33401
DATE:
SUBMITTAL / RESUBMITT AL 2/17/99
1ST REVIEW COMMENTS DUE: N/A
PUBLIC NOTICE: Out/City Atty: 3/3/99
City Clerk/Fax: 3/5/99
Publish: 3/8/99
TRC MEETING:
PROJECTED RESUBMITTAL DATE:
ACTUAL RESUBMITTAL DATE:
2ND REVIEW COMMENTS DUE:
LAND DEVELOPMENT SIGNS POSTED
(SITE PLANS):
PLANNING & DEVELOPMENT BOARD 3/23/99
MEETING:
CITY COMMISSION MEETING: 4/6/99
COMMENTS:
I
I
I. p'_
SWORMSIPROJECT TRACKING INFO
1
CITY OF BOYNTON BEACH, FLORIDA
PLANNING & DEVELOPMENT BOARD
APPLICATION FOR VARIANCES
TO PARKING LOT REGULATIONS
This application must be filled out completely and accurately and submitted in two (2) copies to the
Planning and Zoning Division. Incomplete applications will not be processed.
PLEASE PRINT LEGIBLY OR TYPE ALL INFORMATION.
1. Project Name of site upon which parking lot is located:
STOR ALL - KNUTH ROAD AND OLD BOYNTON BEACH WEST ROAD
2. Date this Application is submitted: 2-17-99
3. Applicant's Name (person or business entity in whose name this application is made):
STOR-ALL PROPERTIES, INC.
Address: 1375 West Hillsboro Blvd. Deerfield Beach, FL
Phone: 561-732-4225 Fax:
(zip code) 33442
4. Agent's Name (person, if any, representing applicant):"
Kieran J. Kilday/Kilday & Associates, Inc.
Address: 1551 Forum Place Suite 100 West Palm Beach,FL (zip code) 33401
Phone: 561-689-5522 Fax: 561-689-2592
o A letter from the applicant or owner authorizing the agent is required. See Attached Consent
letter.
5. Property Owner's (or Trustee's) Name: KNUTH ROAD ASSOCIATES, a Florida general partnership
Address: 1551 Forum Place Suite 100 West Palm Beach. FL (zip code) 33401
Phone561-684-1040 Fax:
6. Correspondence Address (if different than applicant or agent)":
Kilday & Associates, Inc. Attn: Lindsey A. Walter
** This is the onlY address to which all agendas, letters, and other materials will be mailed.
7. What is applicant's interest in the premises affected?
Contract Purchaser
(Owner, Buyer, Lessee, Builder, Developer, etc.)
T------------.
I
Paqe 2
Apolica~ion for Variances
to Par~inq Lot Requlations
8. Street Address of Location of Site upon which Parking Lot is located:
Currently vacant lot. No address is assigned at this time.
9. Legal Description of Site upon which Parking Lot is located:
See Attached Exhibit "A"
10. Intended Use(s) of Site upon which Parking Lot is located:
Limited Access Storage Facility
11. Developer or Builder: Stor All Self Storage Rentals
12. Architect: Gregory Anderson, P .A.
13. Landscape Architect: Kilday & Associates. Inc.
14. Site Planner: Kilday & Associates, Inc.
15. Engineer: Schorah & Associates
16. Surveyor: Landmark Surveying
17. Traffic Engineer: Sinunons & White, Inc.
18. Copy of last recorded Warranty Deed included? (check) See attached
19. Letter authorizing agent (if any) included? (check) See attached
20. Site plan and survey (2 copies each) attached? (check) See attached
21. Number of variances requested on the following sheets: One (1)
NOTE: A separate sheet must be completed for each specific design requirement (Sec.5-141) or
permit application requirement (Sec.5-142) to which a variance is requested.
Representative of the project must be present at all Technical Review Committee, Planning and
Development and City Commission meetings held to review this project.
The undersigned hereby petitions the Planning and Development Board to grant to the petitioner a variance to
Article X "Parking Lots", of Chapter 5, "Building, Housing and Construction Regulations", of the Code of
Ordinances of the City of Boynton Beach, Florida, as it pertains to the property described in this application,
and for the reasons stated below:
Section, Subsection, and Paragraph number of specific requirement to which variance is requested, and exact
language contained in the Code:
Chapter 23 Parking Lots, Article II.H.3.,Driveway.Distance from street. Parking lot drive-
must be constructed at least thirty (30) feet from the intersection of the ri~ht-of-wav
lines along local streets, and 180 feet from streets of higher classification.
Nature of Variance Requested: The applicant is requesting to reduce the required separation
from 180 feet to 102'-9" or 77'-3".
] --- ~
EXHIBIT "A"
LEGAL DESCRIPTION
AS FURNISHED BY THE CLIENT
,
TRACT 4B. OF PALM BEACH - MIAMI LAND AND DEVELOPMENT COMPANY PLAT
OF SUBDIVISION OF SECTION 19. TOWNSHIP 45 SOUTH. RANGE 43 EAST. LESS
THE SOUTH 128.5 FEET THEREOF. ACCORDING TO THE PLAT THEREOF. AS
RECORDED IN PLAT BOOK 7, AT PAGE 19. OF THE PUBLIC RECORDS OF PALM
BEACH COUNTY, FLORIDA.
LESS AND EXCEPT THE NORTH 20' OF TRACT 48 FOR ADDITIONAL RIGHT-OF-
WAY FOR OLD BOYNTON ROAD PER O.R.B. 4239. PAGE 166, PUBLIC RECORDS
OF PALM BEACH COUNTY, FLORIDA.
CONTAINING 3.502 ACRES (152561.6 SQUARE FEET) MORE OR LESS.
1
1
1
?aG'e 3
Apolica~ion for Variances
to Park'nq Lot Requlations
Statement of Special Conditions, Hardships, or other reasons Justifying the Requested Variance (attached
additional sheets if necessary):
See attached Justification Statement
(1)(We) understand that this application and all papers or plans submitted herewith become a part of the
permanent records of the Planning and Zoning Board.
(1)(We) hereby certify that the above statements and the statements or showings made in any papers or plans
submitted herewith are true to the best of (my) (our) knowledge. This application will not be accepted unless
signed below. ~dUk:>
Signature of Applicant or Agent:
~ndsey A. Walter/Kilday & Associates, Inc.
Date: February 17, 1999
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SPACE BELOW THIS LINE FOR OFFICE USE ONL YII
Date received by Planning Division:
Date reviewed by Technical Review Committee:
Dates of Advertising for Public Hearing:
Date of Public Hearing before Planning and Development Board:
ACTION:
Approved
Denied
Aye
Nay
STIPULATIONS:
S:\PLANNING\SHARED\WP\FORMS\APPS\PKL v\PKVAPP.WPD
T
!
PaGe 4
Aoolication for Variances
to Parkinq Lot Requlations
GENERAL INFORMATION FOR APPLICATIONS
FOR
VARIANCES TO PARKING LOT REGULATIONS
1. All applications for variances to the Parking Lot Regulations must be received and accepted by the
Planning and Zoning Division on the date identified on the review schedule with the appropriate fee as
defined in City of Boynton Beach Resolution No. R95-45.
2. An application for a variance may be processed at the same time that an application for site plan
approval or approval of subdivision construction plans is submitted. However, submittal deadlines vary
for different applications. Contact the Planning Division for further details.
3. All parking lot variance applications are reviewed by the Technical Review Committee(TRC) which
consists of the department heads or designated representatives of those City departments concerned
with land development. The TRC may recommend that the variance request be approved, approved
with modifications, or denied. "[he applicant is not required to attend the TRC rneeting. The applicant
will be notified as to the recommendations proposed by the TRC.-The applicant should be prepared to
respond to all TRC recommendations at the hearing before the City Commission. A copy of the staff
report and recommendation is available from the Planning and Zoning Division prior to the City
Commission meeting and where applicable the Planning and Development Board meeting.
4. All applications for variances are advertised for a public hearing before the City Commission in a
newspaper of general circulation. At the pUblic hearing before the City Commission, any person may
comment favorably or unfavorably on the variance request. The applicant or his agent must attend the
meeting.
5. The City Commission gives final approval or denial to parking lot variances and directs the City
Attorney to prepare a development order that defines the final determination.
6. Prior to obtaining a building permit or subsequent approvals, all plans and documents shall reflect the
conditions of approval defined in the development order.
7. All applicants with approved site plans or subdivision construction plans, or approved parking lot
variances, which at a later date request an additional variance, or variance modification, will be required
to submit a complete variance application and filing fee, and will be subject to all Code requirements in
effect at the time the additional variance is requested.
S:\PLANNING\SHARED\WP\FORMS\APPS\PKL v\PKVAPP.WPD
Rev 10/15/98
1- ----
Kilday a Associates
Landscape Architects / Planners
1551 Forum Place, Suite 10QA
West Palm Beach, Florida 33401
(561) 689-5522 . Fax (561) 689-2592
EMMail: info@kildayinc.com
JUSTIFICATION STATEMENT
STOR ALL
KNUTH ROAD AND OLD BOYNTON BEACH WEST ROAD
VARIANCE REQUEST
A. That special conditions and circumstances exist which are peculiar to the land,
structure or building involved and which are not applicable to other lands,
structures or buildings in the same zoning district;
Response: The applicant is requesting a variance from Chapter 23 Parking Lots,
Article II.H.3. Driveway. Distance from streets. This section states that parking lot
driveways shall be constructed at least thirty (30) feet from the intersection of the
right-of-way lines along local streets and one hundred eighty (180) feet along
streets of higher classification. In this particular situation, the proposed driveway
is located on a undivided collector (Old Boynton Beach West Road) and it is
located 102 feet east from the Knuth Road right-of-way which is also a collector
roadway, as determined by City Staff. Therefore, the 180 foot separation is
required. As indicated on the site plan submitted with this application, the
applicant is proposing to construct a new Limited Access Storage Facility on a
3.50 acre site located at the southeast comer of Old Boynton Beach West Road
and Knuth Road. The subject parcel contains approximately 310 feet of frontage
and one (1) access point along Old Boynton Beach West Road and 496 feet of
frontage and one (1) egress only access point along Knuth Road. The special
conditions and circumstances that exist are that the subject property as mentioned
above is narrow along the Old Boynton Beach West Road right-of-way. Further,
the County Traffic Division has indicated that the ultimate right-of-way for Knuth
Road will require 15 additional feet from the subject property for a total right-of-
way of 60 feet. This in turn narrows the Old Boynton Beach West Road frontage
further to approximately 295 feet. While the applicant would prefer to locate the
proposed driveway as far east from Knuth Road as possible, both City staff and
Palm Beach County Traffic Division staff have indicated that a centrally located
driveway creates a safer situation for motorists. The proposed driveway is located
102' -9" east of the Knuth Road intersection. Therefore, the applicant is requesting
a variance of 77' -3".
B. That the special conditions and circumstances do not result from the actions of the
applicant;
Response: The special conditions and circumstances do not result from the actions
of the applicant. The subject property is a legal lot of record with only 295 feet of
JUSTIFICATION STATEMENT
STaR ALL
Page I of 3
I---~--
frontage along Old Boynton Beach West Road. The applicant is proposing to
locate a driveway that complies with the intent of Chapter 23, Article I, Section 1,
B. Objectives. Specifically, to provide a maximum degree of safety and protection
for the public through the orderly design of parking lots.
C. That granting the variance requested will not confer on the applicant any special
privilege that is denied by this Ordinance to other lands, buildings or structures in
the same zoning district;
Response: As discussed above, the applicant would prefer to locate the driveway
further east away from Knuth Road to meet the City Code requirement. However,
both City Staff and Palm Beach County Traffic Division Staff agree that a
centrally located driveway would avoid conflicts with nearby existing driveways,
and it would comply with the County's Access Management Standards which
requires a 75 foot corner clearance distance. (See attached letter from Palm Beach
County Engineering dated February 3, 1999)
D. That literal interpretation of the provisions of this chapter would deprive the
applicant of rights commonly enjoyed by other properties in the same zoning
district under the terms of the Ordinance and would work unnecessary and undue
hardship on the applicant;
Response: As discussed above, the applicant is proposing to locate a driveway
based on existing nearby parking 10Uroadway conditions. This parcel is
essentially sandwiched between Knuth Road on the west property line, and the
west entrance to the Boynton Beach Mall which is located approximately 20 feet
east of the subject property east property line. For those reasons, the applicant is
locating the proposed driveway where it avoids conflicts with the aforementioned
roadway and driveway.
E. That the variance granted is the minimum variance that will make possible the
reasonable use of the land, building or structure;
Response: As stated above, the applicant is requesting a variance of 77' -3" from
the 180 foot corner clearance distance City Code requirement. As indicated on the
attached site plan, the applicant has located the proposed driveway equidistant
from the Knuth Road intersection and the west entrance to the Boynton Beach
Mall. The proposed driveway will provide for right-in, right out and left-in
turning movements.
F. That the granting of the variance will be in harmony with the general intent and
purpose of this chapter and that such variance will not be injurious to the area
involved or otherwise detrimental to the public welfare.
Response: The granting of the variance will be in harmony with the general intent
and purpose of Chapter 23 of the zoning code and, the variance will not be
JUSTIFICATION STATEMENT
STaR ALL
Page 2 of 3
injurious to the area involved or otherwise detrimental to the public welfare. As
indicated in Chapter 23 of the City zoning code. the purpose of Chapter 23 among
other things, is to provide regulations that provide a minimum set of standards to
be followed when parking lots are constructed in order to protect the health, safety
and welfare of the public. Also, the purpose of this chapter is to provide a set of
regulations to govern the design of the parking lot. As previously stated, the
applicant proposes to design the parking lot in an effort to create an orderly, safe
and functional situation on site and along the frontage on Old Boynton West
Road.
Lw/c/anderson.just.217
JUSTIFICATION STATEMENT
STOR ALL
Page 3 of 3
FEB-04-1999 11:00
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SIMMONS Z WHITE, INC.
I
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,
P.02
February 3, 1999
Jeff Smith
SimmOn$ & White. Inc.
4623 Forest Hi'l Blvd.
West Palm Be{'ch. FL 33415
SUBJECT: PROPOSED STOR-All FACILITY TO BE LOCATED ON
ad) BOYNTON ROAD AT KNUTH ROAD. ACCESS TO
OI.D BOYNTON ROAD.
(KILDAY AND ASSOCIATES SITE PLAN NO.
1374.1,REV. 112119')
Dear Mr. Smith:
I am writing in reply to your request for a conceptual approval of the
driveWay connection for the subject project onto Old Boynton Road.
The Traffic Division cannot support the proposed driveway as shown on
the above-referenced site plan prepared by Kilday and Associates. As
, proposed, the driVeWay would be in conflict with the western entrance to
the Boynton Beach Mall.
We could howl'lVl.lr. support a driveway onto this roadway at a point
approximately ElquidiStant between the MaD entnmc:e and Knuth Road.
Such a reIoc:at,.;!d driveway would comply with the County's Access
Management Standards.
As a condition oftt'le County"s required right of way connection permit, this
project will be required to reconfigure the pavement markings on Old
Boynton Road in order to provide a two-way left turn lane between the
Mall entrance and Knuth Road.
I hope this is sufficient to fill your needs.
Sincerely,
ASH:meo
Charles R. Walker, P.E., Director, Traffic Division
Jim Peters, Land Development Division
Roads - Old Boynton Road
General. Access Management
ASH\stor-all.js
pc:
File:
TOTl't.. P.01
TOTRL P. 02
AGENT CONSENT FORM
STATE OF FLORIDA
COUNTY OF PALM BEACH
----------------------/
BEFORE ME THIS DAY PERSONALLY APPEARED ~f\ ch S \,vo H '(0 ell. , WHO
BEING DULY SWORN, DEPOSES AND SAYS THAT:
1. He/she is the owner of the real property legally described in Attachment A;
2. He/she duly authorizes and designates KILDAY & ASSOCIATES. INC. to act in
his/her behalf for the purposes of seeking a variance, rezoning and conditional
use of the real property legally described in Attachment A;
3. He/she has examined the foregoing variance, rezoning and conditional use
applications and he/she understands how the proposed change may affect the
real property legally described in Attachment A.
FURTHER AFFIANT SAYETH NOT.
The foregoing instrument was acknowledged before me this'1h day of <1='& f:1,R.""~ l2 "" ,
1999, by A Y\ ch to \ol-- M r t7 ~ k (Name of Person Acknowledg'ng)
who is personally known to me bfIWVt()/'rJas p,t0C1hlted
Witl~Ni1it_t1~V1Y allA!Il~P\t1 <itlQ'n and who cJitl (did not) t e Oa.
v -.~
(Sign ure of Person Taking Acknowledgment) Owner's Signatur Andrew Brock
Knuth Road Associates, Florida general
Janie E. Gustus partnership,
(Name of Acknowledger Typed, Printed or Stamped) Owner's Name (Print)
(Title or Rank)
1551 Forum Place Suite 100
Street Address
(Serial Number, if any)
West Palm Beach, FL 33401
City, State, Zip Code
(Notary' Seal)
Telechone (561) 684-1040
JANIE E cusrus
NOTARY PUBLIC STATE OF FLORIDA
COMMISSION NO. CC4999I9
MY COMMISSION EXP. ocr. 8,\999
NOTICE AFFIDAVIT
STATE OF FLORIDA
COUNTY OF PALM BEACH
BEFORE ME THIS DAY PERSONALLY APPEARED LINDSEY A. WALTER WHO BEING
DULY SWORN, DEPOSES AND SAYS:
1. The attached property owners list is, to the best of my knowledge, a complete and
accurate list of all property owners, mailing addresses and property control
numbers as recorded in the latest official tax rolls obtained from the Property
Appraisers Office in the County Courthouse for all property within four hundred
(4,00) feet of the property which is the subject of this request.
2. The attached property owners list includes, to the best of my knowledge, all affected
property owners, municipalities, counties, homeowners associations, and property
owners associations in accordance with the requirements of the
Beach County policies.
3. Posting the subject property with public notice, which is my obligation to provide,
will be in accordance with the requirements of the
policies.
cr~au~
Lindsey A. Walter
The foregoing instrument was acknowledged before me this 11 th day of May 1999 by
. s . Walter, w 0 is personally known to me and who did not take an oath.
\lY PlJ OFFICIAL NOTARY SEAL
o"~ 8(.. PATRICIA Y LENTINI
~ 'W\~i[ 0 COMMISSION NUMBER
I!>. ~ I~ ~ CC665822
7.A J? MY COMMISSK>N EXptRES
(' OF f\.O AUG. 18.2001
Patricia Y. Lentini
CC665822
Serial Number
NOTARY SEAL
to
HERBERT
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TRACT 48 LESS South 128.5 feet thereof according to the Palm Beach-
Miami Land and .Oevelopment Company Plat of Subdivision of Section
19, Township 115 South, Range'1&3 East, recorded In Plat Book 7,
page 19, Public Records of Palm Beach County. Florida.
i__,
SUBJECT TO a First Purchase Money Mortgage of even date herewith
in the original prlnclpai sum of $513,325.00. given by Herbert A.
Brock, Andrew Brock, Peter Brock, and William S. Graham, General
Partners of Knuth Road Associates, a Florida General Partnership.
r Dgdhrr lJ.jlJ, 1111 ,1,1' It'nC'rrtpnb. I,prl.'(liftl'tnc>rtlt amI appU,'erltH.C'... 1111.""'0 ',.Ionging ", in on)'"
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his wife,
III '.... ),lllitrtl,..,.. I"' tl... 1,...",,,5 .1""111...11 In ""0 wl.o ".t(ulr,l Ihl'
l~r..~'n~:.i.'::~i~',rl" llnd they. ..d,,,,,w!t'O<ltd bt-luIC' fill' Ih.u they
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Uv eo~ ~ October 28. 1985
BontJlooJ thl\,l M~ IorI<inO Ag~
n[cc?'~ VF!'IFI€O
rf~lM 3F.:,GH COONTY rlA
JOW, B. DUNKLE
CLERK CIHCUIl COURT
Thi! IIIS/rmth'''' pn-'ptrt/ hy:
Add",.. ~:'IJIJJI
...........-..
PARTN8RSHIP AGREEMENT
AGkEEMEN'l',
execu:ed in th T
. e Own of Palm Beach
~ ' Florida,
of 19 oS-,
/~.~ <]". between
BROCK, PETER BROCK, and WILLIAM S.
GkAHAM
effective
'~:lp,L
the ~:'--.:::. day
as
of
BROCK,
ANDREW
referred
to
as
"p
cJrtners If)
WIT N E SSE T H
to forrr a General
The P
artners desire
Partnership for
th~ ntll""l"\....~,...
- "~
PARTNBRSHIP AGREEMENT
'l'HIS AGl<EEMEN'I', execu:ed in the Town of Palm Beach, Florida,
to be effective as of theS::?/~day Of~ ' 19f.;r: between
HERBERT BROCK, ANDREW BROCK, PETER BROCK, and WILLIAM S. Gl<AHAM
{herein referred to as ("Partners"):
~ I T N E SSE T H :
The Partners desire to forrr a General Partnership for the purpose of
owning and operating real property situated in Palm Beach County,
Florida, to-wit:
SEE SC"iEDULE "An ATTACHED HERE'rO
together with all buildings and improvements thereon (if any), now or
hereafter, (herein referred to as ("Real Estate"), for the purposes
hereinafter set forth.
NOW, THERI':FOl<E, ill consideration of the mutual promises of the
parties hereto and other good and valuab~e consideration, the receipc and
sufficiency of which is hereby acknowledged, it is agreed as follows:
ARTICLE 1 - NAME
1.01 The firm name of the Partnership shall be KNUTH ROAD
ASSOCIATES (hereinafter referred to as "Partnership"l.
'\RTICLE 2 - TERM
2.01 The Partnersh.p term shall continue until the date fifty
(SOl years from the date hereof unless the Partnership is dissolved sooner
in accordance with the provisions of this Agreement.
ARTICLE 3 - PLACE OF BUSINESS
3.01 The principal office and place of business of the Part-
nership shall be at such place or places as may from time to time be
designated by the Partners.
ARTICLE 4 - TYPE OF BUSINESS
4.01 The business of the Partnership shall consist of ownin~ and
operating the Real Estate as ~n investment and, if deemed advisable b) the
Partnership, for income produ.cing purposes and of carrying on any and all
activities necessary, proper, convenient or advisable in connection there-
with or related thereto. The partnership shall engage in no other
business.
ARTICLE 5 - CAPITAL ACCOUNTS
5.01 The Partners shall have made contributions to the capital
accounts of the Partnershif as reflected on thp hnn~c
,...,F ....h~
T"'I_ u ~
PARTNERSHIP AGREEMENT
'l'HIS AGkEEMEN'l', execu:ed in the Town of Palm Beach, Florida,
to be effective as of the Sid day of ~ ' 19 ?.s; between
HERBERT BROCK, ANDREW BROCK, PETER BROCK, and WILLIAM S. GkAHAM
(herein referred to as ("Partners"):
& I T N E SSE T H :
The Partners desire to forrr a General Partnership for the purpose of
owning and operating real property situated in Palm Beach County,
Florida, to-wit:
SEE SC1EDULE "A" ATTACHED HERETO
together with all buildings and improvements thereon (if any), now or
hereafter, (herein referred to as ("Real Estate"), for the purposes
hereinafter set forth.
NOW, THEREFOkE, in consideration of the mutual promises of the
parties hereto and other goe,d and valuab~e consideration, the receip\: and
sufficiency of which is hereby acknowledged, it is agreed as follows:
ARTICLE 1 - NAME
1.01 The firm name of the partnership shall be KNUTH ROAD
ASSOCIATES (hereinafter referred to as "Partnership").
ARTICLE 2 - TERM
2.01 The partnership term shall continue until the date fifty
(SOl years from the date hereof unless the partnerShip is dissolved sooner
in accordance with the provisions of this Agreement.
ARTICLE 3 - PLACE OF BUSINESS
3.01 The principal office and place of business of the Part-
nership shall be at such place or places as may from time to time be
designated by the Partners.
ARTICLE 4 - TYPE OF BUSINESS
4.01 The business of the Partnership shall consist of ownin~ and
operating the Real Estate as ~n investment and, if deemed advisable b, the
partnership, for income producing purposes and of carrying on any and all
activities necessary, proper, convenient or advisable in connection there-
6.03 No Partn8r s ,all receive salary for services rend8rec1 to the
Partnership, except as may be agreed upon by the Partnership from time to
time.
6.04 The Partners shall have such drawing and expense accounts as
may be agreed upon by the l'artnership from time to time.
6.05 The cash flow from Partnership operations (except for such
reserves as the Partnershi~ may determine from time to time to be n~cessary
for retention by the PartnErship to carryon its business) shall be dis-
tributed by the partnershi~ at such intervals as deemed advisable. For
purposes of this Agreement, "cash flow" means all cash received by ~he
Partnersh ip from any source (incl udi ng Partnership borrowi ngs, sUbjt,ct to
the provisions in the preceding sentence, and the net proceeds from any
refinancing or sale of the Partnership assets), less cash expended for
debts and expenses of the P~rtnership, normal contract payments, leose pay-
ments, reasonable reserves ~nd other expenses incident to the business of
the Partnership), principal payments on any Partnership indebtedness in any
capital expendidtures of th.. Partnership.' Such cash flow shall be dis-
tributed in accordance with the following priorities:
(a) All Partnt!rs' loans (including interest thereon)
referred to in Section 5.06 shall be repaid in full, unless
otherwise agreed to by such respective lender.
(b) Any remaining cash flow shall be distributed to
the Partners in repayment of their capital contributions, in
the same proportions as their respective capital contributions
bear to the total capital contributions of all of the Partners.
(c) Any remaining cash flow shall be distributed to
the Partn8rs in the same percentage as their respective inter-
ests in the Partnership shall stand from time to time.
ARTICLE 7 - VOTING,. MANAGEMENT, DUTIES AND RESTRICTIONS
7.01 Each Partner shall be entitled to vote his respective
percentage interest, from ti .ne to time. Unless otherwi se sta ted
herein specifically to the c,)ntrary, the Agreement, vote or consent c,f
th8 Partnership as herein re~uired shall consist of concurrence of the
Partners owning sixty (60%) percent of interests in the Partnership
which shall be binding on aI' the Partners and shall constitute the
acts of the Partnership.
3
7.02 Unless otherw.se stated herein specifically to the contrary,
the right to manage and conduct all of the business of the Partnership,
including, but not limited to the development, construction, managem~nt,
leasing and mortgaging of tte Real Estate and in general the right to
borrow money on behalf of tte Partnership, shall be vested in the Partners.
7.03 Each Partner shall devote so much of his time and attention
to the business of the Partrership as is necessary for the PartnershlP
business.
7.04 The Partners and any member of the families of any of them,
and any other person Or firm to which any of them is related or in which
any of them is interested, h~rein referred to as Affiliates, may engage in
or possess any interest in other business ventures of any kind, indepen-
pently Or with others, inclu~ing, but not limited to, the purchase,
development, construction, l~ase, sale of other real property, other than
that which is involved in thIs Agreement, for their own account or fer the
account of others. The fact that a Partner Or any such Affiliate may
encounter and take advantage of opportuni~ies to do any of the foregoing
themsel ve,; or on behalf of 01.hers in whom they mayor may not have an
interest, shall not subject nuch Partner Or Affiliate to any liability to
the PartnerShip or any of thp Partners on account of the loss of
opportunity. Neither the Partnership nor any Partner shall have any right
by virtue of this Agreement Gr the Partnership relationship created hereby
in or to such ventures or activities or to the income or profits deriJed
therefrom, and the pursuit of such ventures shall not be deemed wrongful or
improper.
7.05 The partnershif shall indemnify and hold harmless the
Partners from any loss, damage, fine, penalty, expense (including
attorney's feesl, judgment, or amount paid in settlement incurred by the
Partners because of any act p.~rformed on behalf of the Partnership or in
furtherance of its interests. This shall not relieve a Partner of
liability for fraud, bad faitn or gross negligence; nor shall there bE' any
indemnification, as herein provided, in the event that a Partner shall be
adjudged to have breached his fiduciary duty to the Partnership.
7.06 No Partner shalL, in the Partnership name or on behalf of the
Partnership, without prior written consent of the Partnership first
obtained:
4
(a) Io:ndorse "ny note or otherwise become surety or
guarantor (or any pen.on or act as an accommodation party for
any person.
(b) eorrow 01 lend money or make, deliver or accept
any commercial paper.
(c) Execute alY mortgage, security agreement, bond,
or lease, or purchase, or contract to purchase, or sell or
contract to sell any property for or of the Partnership other
than the type of property leased, bought and/or sold in the
regular course of its business.
If any Partne~ shall take any action prohibited by
this section, he shall indemnify and hold harmless the other
Partners against any l~ability the others ~hall incur by
reason of the prohibited action.
7.07 In the event lhat the Partnership borrows money from
a lending institution which requires that the Partners individually
execute the Mortgage, Note or other secujity instrument, each Part-
ner shall immediately sign said Mortgage, Note or other security as
so requested.
7.08 The Partnership may nominate others to hold Partnership
assets on its behalf.
ARTICLE B - BANK ACCOUNTS
B.Ol The Partnership shall maintain checking or other accounts in
such bank or banks as the Partnership shall determine. Withdrawals shall
be made on the signature of any of the Partners, and any other person, as
may be designated in writing from time to time by the partnership.
ARTICLE 9 - BOOKS AND RECORDS
9.01 The books and records of the Partnership shall be maintained
at the principal office of the partnership and each Partner shall have
access thereto at all times. Audits shall be made as determined to be
necessary by the partnership, and each Partner shall be furnished a copy of
the audit report, if any, wit~in thirty (30) days after its completiol.
ARTICLE 10 - ADDITIONAL PARTNERS
10.01 With the consent of all of the Partners, additional persons
may be admitted as Partners upon each such additional person making, or
agreeing to make, such contributions to the capital of the Partnership as
shall be determined by the Partnership.
S
ARTICLE 11. - ASSIGNMENT AND TRANSFER
11.01 Each Pa~tne~ ag~ees that, except as may be app~oved, f=om
time to time by the other Partners, he shall not transfe~, assign, sell,
pledge, hypothecate, o~ otherwise encumber, or dispose of his share of the
partnerShip or asset of the Partnership or any part thereof, or any right,
title or interest therein, currently owned or hereafter acquired by him,
except Ii) to another then eKisting Partner; or liil pursuant to a BONA
FIDE OFFER made by or to a party who is not then a Partner (hereinafter
referred to as an "OUTSIDER"j; and liii) in acco~dance with the require-
ments hereinafte~ set forth:
(a) in the event that any Partner (hereinafter referred to
as the "SELLING PARTNER") shall at any time desire to sell or
otherwise transfer all or any part of his inte~est to an OU'I'SIDER in
accordance with the requirement set forth in section 11.01
subparagraphs Iii) and tiiil above, then, in that event, the SELLING
PARTNER shall be required, before selling or otherwise transferring
his interest, or any part thereof, to such OUTSIDER, to first offer in
writing (the "MANDATORY OFFER") to sell or transfer that interest, or
any part thereof, to thE remaining Partners Ihereinafter referreJ to
as the "NON-SELLING PARTNERS") for the same price (or, in the event
that non-monetary consideration is to be given, then at the opti<1n of
each of the NON-'SELLING PARTNERS with respect to the interest to be
purchased by him, for the cash equivalent thereof [also hereinafter
referred to as the "price"}) and upon the same terms and conditions as
contained in the said BONA FIDE OFFER. The SELLING PARTNER shall
attach to said MANDATORY OFFER a true and complete copy of the BONA
FIDE OFFER and a written statement containing the name and address of
the proposed OUTSIDER trdnsferee and all terms and conditions of the
proposed transaction.
Ib) Each of the NON-SELLING PARTNERS shall have, and is
hereby granted, the absolute right to purchase his respective
"proportionate share" las said term is hereinfater defined) of
all, but not less than all, of the interest offered by the
SELLING PARTNER, as contained in the BONA FIDE OFFER; PROVIDED
HOWEVER, that written notice of such NON-SELLING PARTNER'S
6
intention to exercise such absolute right shall have been given
to the SELLING PARTN81'. within thirty (30) days following service
of the MANDATORY OFr'8R upon such NON-SELLING PARTNER.
(c) In the ev.'nt that any NON-SEI,LING PAR'fNI::R fails te,
affirmatively exercise the absolute right granted to him in
subparagraph (b) above. then the other NON-SELLING PAMTNERIS)
shall have, and are he'eby granted, the absolute right to
purchase all, but not ess than all, of the remaining interest of
the SELLING PARTNER, u~'on the same terms and conditions and for
the same price as contdined in the BONA FIDE OFFER; PROVIDED,
HOWEVER, that wri tten notice of such NON-SELLING PARTNER'S
intention to exercise said absolute right shall have been given
by such NON-SELI,ING PA~rNER to the SELLING PARTNER within fifte2n
(15) days following the expiration of the thirty (30) day period
referred to in paragrapl1 (b) above.
(d) In the ~vent that none of the NON-SELLING PARTNERS
exercise the absolute reght granted ~to them in subparagraph (b)
above, then the SELLING PARTNER shall be entitled, during the
four (4) month period iumediately following the expiration of
such forty-five (45) da( period, to sell or otherwise transfer
his interest to the OUTSIDER. Such sale of his interest,
however, shall be made unly upon the terms and conditions set
forth in the BONA FIDE OFFER and only to the OOTSIDER identified
in the MANDATORY OFFER.
(e) In the event that the NON-SELLING PARTNER(S) elects
to exercise their right under subparagraph (b) and, if
applicable, subparagrapr (c) above and so notifies the SELLING
PARTNER within the time periods set forth therein, then in such
event, the closing of s~ch sale or transfer shall take place at
the office of the Partnership at 10:00 a.m. on the later of: (i)
the closing date set forth in the MANDATORY OFFER, or (ii) the
thirtieth (30th) day following service upon the SELLING PARTNER
of such NON-SELLING PARTNER'S notice of intention to exercise his
absolute right under subparagraph (b) and, if applicable,
subparagraph (c) above.
7
If) At the closing, the SELLING PARTNER shall deliver to
the NON-SELLING PARTNEKIS) an assignment of the interest to be
sold or transferred to.jether with such other documents reasonably
necessary to consummat~ the transaction.
The NON-~lLLING PARTNER(S) shall thereupon tender
the purchase price or \ ,ther consideration payable by him I them)
to the SELLING PARTNER in accordance with subparagraph (b) and,
if applicable, subparagraph Ic) above.
(g) As used herein, a NON-SELLING PARTNER'S "propor-
tionate share" of the lnterest being offered by the SELLING
PARTNER shall be that portion of the offered interest computed
by multiplying (i) such offered interest, by (ii) a fraction,
the numerator of which shall be the interest of the partnership
owned by such NON-SELLING PARTNER and the denominator
of which shall be the combined interest in the Partnership owned
by all NON-SELLING PARTNERS.
(h) Any purported transfer or disposition of an interest
in violation of the terms of this paragraph shall constitute a
breach of this Agreement and shall be void and as such shall be
neither recognized nor ~iven any effect by the partnership.
(i) The transfer by a Partner of his interest in
accordance with the provisions hereof, shall have no effect upon
the continuation of the Partnership business. The Remaining
Partners shall have the right to continue to use the Partnership
name as set forth herein.
(j) No Partner may have or maintain an action for
partition of any of the property of the Partnership and that suell
waiver of right is hereby declared to be irrevocable. The
interests of the Partners herein is personalty.
(k) The transferee of any Partner's interest in the
partnership in accordance with the provisions hereof, shall be
subject to all the terms, conditions, restrictions, and Obliga-
tions of this Agreeement, including the provisions of this
Article.
ARTI2LE 12 - DEATH
12.01 Upon the death of any Partner, the Partnership shall be
dissolved in accordance with P. S. Chapter 620 (1980). However, the
8
surviving Partners may elecl to continue the Partnership and, if so,
shall have the right to purchase the entire interest of the decedent
in the Partnership from the successor owner of the interest of a
decedent Partner in which event the Partnership shall continue.
(a) The PartnEr(S) shall have the absolute right to
purchase the interest 0f the decedent in accordance with the
provisions of subparagr~phs (d) and (el hereof by notifying the
Personal Representative of the Decedent. Said notice shall be
sent by certified mail within sixty (60) days following the
establishment of the value in aCCOrdance with the provisions of
Article 12.0l(d) (with .'l copy to the Partnership). The purchas"
price and method of payment shall be as determined in subpara-
graph (d) hereof. FailJre to notify shall be deemed to be an
election not to purchas, such interest.
(bl In the event that the Surviving Partners shall elect
not to purchase such in~erest, they shall so notify the aforesaid
appropriate party, as wrlll as the Partnership, within thirty (30)
days from the date of t ,e election set forth in Article 12.0Ual
above.
(c) Each notic" of acceptance by a Surviving Partner
shall specify the amount of his or her "proportionate share"
which such Surviving Partner intends to purchase. In the event
that a Surviving Partner shall elect not to acquire all of his or
her proportionate share, then and in that event the partnership
shall 50 notify the oth~r Surviving Partners who did give timely
notice, who shall have ten (10) days from receipt of such notice
to notify the representative of the decedent and the Partnership
of his or her acceptance to purchase all or a portion of the
balance of such proportiunate share. For the purposes of this
subparagraph, a SurvivinLJ Partner's "proportionate share" of the
interest to be purchased from the deceased Partner shall be
determined in the same manner as provided in section 11.01
hereof. A surviving parcner shall waive his right to purchase,
as hereinabove described, if he fails to provide the
aforedescribed timely notice.
(d) In the event that the Surviving Partners have
elected to purchase the ~ntire interest of the deceased Partner,
9
~-_._----"---'--_.-
a purchase price (unleqs voluntary agreement can be reached by
the parties) shall be ~he val~e as finally determined for Federal
Estate Tax purposes.
(e) A closing shall take place one hundred eighty
(180)days after the va,ue is determined unless otherwise agreed
upon by the parties. Any closing costs shall be split equally by
the purchasing parties and a selling party. A purchase price
shall be paid as follows: twenty percent (20%) at closing by
cash, cashier's check, certified check or bank check; the balance
by a promissory note bearing interest at Chase Manhattan prime in
a form commonly used iD Palm Beach county providing: (a) no
prepayment penalty, (b) interest payable quarterly, and (c)
principal payable in equal semi-annual installments. Such
installments of princifal shall be paid as follows: (a) if the
principal amount of the Note is less than $200,000.00, then it
shall be paid in eight (8) equal semi-annual installments; (b) if
the principal amount of the Note is 'less than $400,000.00, then
it shall be paid in sixteen (16) semi-annual installments; (c) lf
the principal amount of the Note is $400,000.00 or more, then it.
shall be paid in twenty (20) equal semi-annual installments; (d)
the note shall be secur~d by assets satisfactory to Seller or an
irrevocable letter of credit.
In the eve~t that the Partnership has purchased life
insurance on the decedent for the purposes of funding this
"buy-out" in an amount ~qual to or greater than the percentage of
the purchase price to be paid at closing, then the cash due at
closing shall be the net proceeds therefrom, payable upon receipt
by the Partnership and allocated to the purchasing Partners, as
appropriate, the balanct, if any, by promissory note as herein-
above described.
If the proceeds from life insurance are less
than said percentage, it shall be applied against the cash
required at closing. The parties may modify this payment
schedule upon mutual agreement.
(f) If the surviving Partners did not elect to purchase
the entire interest of the decedent, then the surviving Partners
shall either: (i) proceed with reasonable promptness to liquidate
the assets of the Partnership or (ii) continue the business of
10
the partnership as herJin set forth with the estate (and
ultimately the distrib~tees of the estate) of the deceased
Partner according to said Partnership interest. Unless waived,
the surviving Partners and estate of the deceased Partner shall
share in the profits and losses of the business during the period
of liquidation in the same proportions in which they shared such
profits and losses priGr to the death of the deceased Partner,
except that the estate of the decedent shall not be liable for
losses in excess of th~ decedent's interest in the Partnership at
the time of his death.
ARTICLE 13 - DISSOLUTION
13.01
The Partnershi? may be dissolved at any time upon the
vote of the Partners owning sixty percent (60%) of the interests of
the parties.
upon any voluntary dissolution, the partnership shall
immediately commence to wind up its affairs. The Partners shall
continue to share profits and losses duri.ng the period of liquidation
in the same proportions as b~fore dissolution. The proceeds from
liquidation of Partnership assets shall be distributed in the manner
prescribed in section 620.74', of the Florida Statutes (1981).
13.02 If any of the following events shall occur:
(a) If'any parcner shall be the subject of a voluntary
or involuntary petition (which remains undismissed sixty (60)
days after its filing) 1n bankruptcy or shall be adjudicated a
bankrupt or insolvent, or shall admit insolvency or file any
petition or answer seekIng any organization, arrangement,
composition, readjustment, liquidation, dissolution or similar
relief for himself under the present or any future federal
bankruptcy act or any other present or future applicadble
federal, state or other statute or law relative to bankruptcy,
insolvency or other relief for debtors or shall seek consent to
or acquiese in the appointment of any trustee, receiver,
conservator or liquidatcr of said Partner or of all or any
substantial part of his properties or his interest in the
partnership (the term "acquiesce" includes but is not limited to
the failure to file a pel:ition or motion to vacate or discharge
any order, judgment or d~cree providing for such appointment
11
within ten (10) days after the appointment); or
(bl If any Partner shall make an assignment for the
benefit of creditors cr take any other similar action for the
protection or benefit of creditors;
(c) In the event of the occurrence of an event set forth
in Section 620.71(3) and (5) and (6).
If such dissolution is caused by a Partner doing or suffering
any of the acts set forth above, or by violating this Agreement
or by conducting himself or becoming incapacitated as described
in F.S. 62D.715(1)(a)I~)lc) and Id), then such Partner shall bE
deemed to have caused -he dissolution wrongfully and the
remaining Partners sha 1 have all rights provided to them in F.S.
620.745 or, in the alt,>rnative, may cause the liquidation of the
partnership assets.
13.03 In the event (,f the occurrence of an event specified 1n
section 13.01 or 13.02 abOVE, any gain or loss on disposition of
Partnership properties in the process of-liquidation shall be credited
or charged to the Partners i, the proportion of their interests in the
Partnership.
Any property distributed in kind in the liquidation
shall be valued and treated as though the property were sold and the
cash proceeds were distributed. The difference between the value of
property distributed in kind and its book value shall be treated as a
gain or loss on sale of the property and shall be credited or charged
to the Partners in the proportions of their interest in the Partner-
ship.
14.01
ARTICLE 14 - DEFAULT
In the event any Partner fails to make any payment
required by the provisions hereof, within ten (10) working days after
the same becomes due and paYable by such Partner, then such partner
shall be deemed to have defaLlted in the performance of his obliga-
tions under this Agreement (hereinafter referredd to as "DEFAULTING
PARTNER'), and all of the interest of such DEFAULTING PARTNER shall
thereupon become a "Defaulted Interest" and shall be subject to dis-
position as hereinafter provided. The date said payment was origin-
ally due shall be called the "Defaulted Date". While in default, a
Defaulting Partner shall have no right to vote or otherwise direct
or control the activities of ~he Partnership.
12
witnin ten (10) dais after the Default Date, each of the
NON-DEFAUL'l'l NG PARTNER or PARTNERS shall by wri tten notice to the
Partnership, signify his willingness to pay his pro rata share of the
required payment owed by tie Defaulting Partner. If no notice is
received within such period of time, such NON-DEFAULTING PARTNER shall
be deemed to have refused to pay his prorata share of the requir~d
payment owed by the Defaulting Partner and the options available in
this Article will not be available to such NON-DEFAULTING PARTNER.
The NON-DEFAULTING PARTNERCS), who have signified by a timely writi~g,
their willingness to pay sLeh required payment owed by the Defaulting
Partner shall forthwith pay over to the Partnership his pro rata shdre
of the amount owed. Upon payment to the partnership of such pro rata
share such NON-DEFAULTI NG PA.RTNER or PARTNERS shall thereafter reqUl re
the following rights in and to such Defaulted Interest:
(a) A lien up,-.n such Defaulted Interest for the pro rata
amount so paid, plus i1terest thereon at the highest rate
permitted by law. The DEFAULTING PARTNER shall have the period
of time hereinafter stated from the Default Date to pay to the
Partnership the amount owed by the DEFAULTING PARTNER, plus
interest and all charges by the Partnership incurred on account
of such default. If S0 paid, the Partnership shall remit to the
NON-DEFAULTING PARTNERIS) advancing such monies, the sums due.
(b) Should the default not be cured in full within
thirty (30) days from the Default Date, the NON-DEFAULTING
PARTNER or PARTNERS shall have the right and option to purchase
their pro rata share of the Defaulted Interest pursuant to the
remaining provisions of this Raticle.
(c) The NON-DEFAULTING PARTNER or PARTNERS desiring to
purchase the interest 01 a Defaulting Partner shall, within sixty
(60) days from the expiration of the curative period, purchase
the interest of the DEFAULTING PARTNER for a purchase price of
one hundred percent (100%) of the book value of the DEf'AUL'rING
PARTNER'S interest less the amount of the default.
Cd) The NON-DEFAULTING PARTNER(Sl are authorized and
directed to issue an assignment covering any Defaulted Interest
in the event the DEFAUL~ING PARTNER, as seller thereof, fails or
refuses to execute a proper assignment. Each Partner does
13
hereby irrevocably appc)int the then NON-DEFAULTING PARTNEH(S) "5
his lawful agent and attorney-in-fact coupled with an interest
for valuable considera~ion to execute such assignment.
14.02 The purchase ,rice to be paid by the PURCHASING
PARTNEH(S) who purchase a D~FAULTING PARTNER'S interest in accordance
with the provisions of Arti,"le 14 shall be paid in the following'
manner:
(a) The PURCHASING PARTNERS shall take subject to the
DEFAULTI NG PARTNER' S PI"O rata alloca tion of any mortgage
indebtedness encumberiug the property and the PURCHASING PARTNERS
shall be entitled to a credit therefor.
(b) The PURCHASING PARTNERS will each deliver to the
DEFAULTING PARTNER, a fully executed unsecured promissory note
for his pro rata share ~f the balance, less credits and normal
proratable expenses, on a form commonly used in Palm Beach
County, Florida, providing for acceleration on thirty (30) days'
default, attorneys' feeg, bearing interest at the rate of seven
percent (7%) per annum, and subject to the provisions of this
instrument. interest an I principal payable in the number of equell
annual payments as here,nafter provided.
(c) The Note s lall be payable as follows:
(i) "I f t'"le balance due to the DEFAULTI NG PARTNER
is less than $50,000.00, then the note shall provide for a
single payment at -he end of one year.
(ii) If the balance due the DEFAULTING PARTNER is
between $50,000.00 and $100,000.00. then the note shall
provide for two (2. equal annual payments.
(Hi) If tLe balance due the DEFAULTING PARTNER is
greater than $100,000.00, then the note shall provide for
four (41 equal annLal payments.
(d) The note may be prepaid in whole or in part at
any time without p~nalty.
14.03 The reamining Partners may, in the alternative to the
acquisition of a defaulted interest, cause the dissolution of the
Partnership. Such right shall also apply in any other material
default which is uncured afte~ ten (101 days notice herein.
14
ARTICL~ 15 - AMENDMENTS
15.01 Any amendmencs to this Agreement shall be made in
wri ting and shall be attaci,ed to this original Agreement.
ARTICLE 16 - BINDING ON SUCCESSORS
16.01 This Agre~nent shall be binding upon and operate for
the benefit of the parties hereto and their heirs and legal representa-
tives. It shall be bindinq upon any transferee who has received any
interest in the PartnershiJ, and upon the heirs and legal representa-
tives of such transferee, ~nd upon any person claiming any interest in
any of the Partnership pursuant to a purported transfer made in viola-
lion of the provisions of this Agreement, and upon the heirs, assigns
and legal representa ti ves "f such person.
ARTICLf 17 - MISCELLANEOUS
17.01 If any section, sub-section, sentence, clause, phra,e
or portion of this Agreemerct is. for any reason, held invalid or un;~on-
stitutional by any court of competent jurisdiction, such portion Sh.lll
be deemed a separate, disti~ct and independent provision and such
holding shall not affect the validity of the remaining portions her,!Of
which shall be enforced to ehe fullest extent permitted by law.
17.02 Except as otherwise provided herein. this Agreement
shall terminate and become l1ull and void upon the dissolution or
liquidation of this Partnership.
17.03 This Agreement shall be construed in accordance with t.he
laws of the State of Florida notwithstanding the residence or domicile
of any of the parties heret.., now or in the future.
17.04 Any notice re'.lui red by this Agreement shall be deemed to
have been served if sent re~istered or certified mail, addressed to
the party to whom such noti,;e is intended to be given, at the address
set forth above or at such Dther address as each party shall have pre-
viously furnished, in writing, to the partnership.
17.05 This instrument contains the entire Agreement of the
parties and may not be changed, modified or cancelled except by writ-
ten instrument, duly executed by all of said parties.
17.06 Captions or tItles of paragraphs contained herein are
for convenience only, and neither limit or amplify the provisions of
the Agreement itself.
15
17.07 Any provision" in this Partnership Agreement may be
waived by unanimous vote of the Partners entitled to cast votes.
17.08 In the event that any Partner shall fail, neglect, or
refuse to comply with the provisions of this Agreement, then, in that
event, and so long as such lefault continues, such defaulting Partner
or transferee thereof in vi ,lation of the provisions hereof shall ne,t
be entitled to vote at any meeting of the Partners and the holder of
such interest shall not be "ntitled to any distributions in respect of
his interest.
17.09 The parties auree that irreparable damage would be done
to the goodwill and reputatJon of the Partnership if any Partner
should bring an action in ccurt to dissolve the Partnership except
where a material violation cf this Agreement has occurred or as
provided for herein. Care ras not been taken in this Agreement to
provide what the parties feel is fair and just payment in liquidation
of the interests of all Partners. Accordingly, each party hereby
waives and renounces his right to such a ~ourt decree of dissolution
or to seek the appointment bv the court of a liquidator for the
Partnership.
17.10 Each of the parties acknowledges that the parties will
be irreparably damaged (and Jamages at law would be an inadequate
remedy) if this Agreement is not specifically enforced. Therefore, in
the event of a breach or threatened breach by any party of any pro-
vision of this Agreement, then the other party shall be entitled, in
addition to all other rights or remedies, to injunctions restraining
such breach, without being required to show any actual damage or to
post any bond or other secun ty, and/or to a decree for specific per-
formance of the provisions 01 this Agreement.
17.11 If any legal aLtion or other proceeding, including arbi-
tration, is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach, default or misrepresentation in connec-
tion with any provisions of this Agreement, the successful or prevail-
ing party or parties shall be entitled to recover reasonable attor-
ney's fees and expenses, court costs and all expenses even if not
taxable as court costs (including, without limitation, attorney's fee~
and expenses incident to any appeals), incurred in that action or
proceeding (plus interest on such aggregate amount at a rate per
16
annum equal to the maximum rate under applicable law), in addition to
any other relief to which ,;uch party or parties may be entitled.
17.12 No remedy helein conferred upon any party is intended to
be exclusive of any other lemedy, and each and every such remedy shall
be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by
statute or otherwise. No bingle or partial exercise by any party of
any right, power or remedy hereunder shall preclude any other or
further exercise hereof.
IN WITNESS WHEREOF, the parties hereto have executed the
foregoing Partnership AgreE'roent as of the date first above written.
WI'rNESSES:
/fJ,; / , // /1
4"~~6eTtC p~tc~
(~'-J<-I Jr/?(7~
As t HERBERT BROCK
? - Lzt/7
/~;ja ' JtHalz.~
" /,'
~.:n~~
As 0 ANDREW BROCK
~__"c-,..
- - " ,~'--':'~<;2_ )
. PETER BKUC~
(SEAL)
As to PETER BROCK
!
ifc:j41!iii ,J}itCdMr
~L!J~s(Yt~;:dt
/{p~
WILLIAMS. G AM
(SEJlL)
STATE OF FLORIDA
SS
COUNTY OF PALM BEACH
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to take
acknowledgments, personally appeared HERBERT BROCK, well known to me
to be the person described in and who executed the foregoing
instrument,
and he acknowledged before me that he executed the same in the
presence of two subscribing witnesses freely and voluntarily.
(SEAL)
and~icial seal in the County and State
Of, ~ ,l9J"S-.
l ~
( ~A/l~(7~
Notary PubA~C~a~q~te of Florida
My Gommission Exprres:
1 7 Ibbv Pu!,1:r, Sr,:. of nOI;~~-
My ~~m;~ljs:;j::H~ b.....i:.;~ (\~C. 11. 192a'
last
WITNESS my hand
aforesaid this .sl _ day
STATE OF VLURIDA
: SS
CO UN'!"!' OF PALM B1~ACH
[ HEREBY CEH'I'H'Y t lat on this day, before me, an officer duly
authorized in the State af0resaid and in the County aforesaid to take
acknowledgments, personalll appeared ANDREW BROCK, well known to m~ to
be the person described in and who executed the foregoing instrument.
and he acknowledged before me that he executed the same in the
presence of two subscribincl witnesses freely and voluntarily.
WI'l'NESS my hand an"
aforesaid this .$/4 day of
ficial seal in the County and State last
. 193'5"'.
(SEAL)
~ .J1S{!~L
Notary Publlc, State of Florida
At Large
My Commission Expires:
" .
, . . .
Not~ry PU~itic StJtc af f.brid,
MY' (c:m;:~.i~i"ll c::~,i;-es Dcc. 11. 15'88
ll"''''I~o In," lt~'v r.,j~ 1"""",0<<" Inc.
STATE OF fLafUJ).. Y )
L0Ls-ttt~tS-h.:.s S
COUN'l''f OF PALM fI!':ACH >1)
I HEREBY CERTIFY thdt on this day, before me, an officer duly
authorized in the State afo~esaid and in the County aforesaid to take
acknowledgments, personally appeared p~rER BROCK, well known to me to
be the person described in and who executed the foregoing instrument,
and he acknowledged before me that he executed the same in the
presence of two subscribing witnesses freely and voluntarily.
(SEAL)
and official seal in the County and State last
of _ E.dn.l1~AJ/ ,19~.
Oi"J'I. <J .t:;:u ('~
Notary Public, St
At Larg
My Commission EXR'res:
CONSTANCE GALUN I-
Notal"} publlG, State ,of New Yor
No 60-4691555
a \llIed in' Westchester coun~3:S-
c~~mISSion Expires March 3D, 1
"-
of Florida
WITN~SS my hand
afores~id this ~"'-' day
STATE OF FLORIDA
)
:SS
)
COUNTY OF PALM BEACH
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to take
acknowledgments, personally appeared WILLIAM S. GKAHAM, well known to
me to be the person described in and who executed the foregoing
instrument, and he acknowledged before me that he executed the same in
the presence of two subscribing witnesses freely and voluntarily.
\1:; BALl
and ~fficial seal in the County and State last
of -C/fL-nu~, (J ,19 f"S:
l~j--~'!.(J~
~~c, State of Florida
At Large
My Commission Expires:
Notarv PuMic, State of Florida
Mv (omm:,,;,. Expire, Dec. 12. 1985
'~J)dod rh," IcQ'1 hin-lru"'."u.I"c.
WITNESS my hand
aforesaid this ~I day
18
AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS AMENDMENT TO PURCHASE AND Si\t..E AGREEMENT ("Amendment") is
made effective the 23rd day of November, 1998, by and between KNUTH ROAD ASSOCIATES,
a Florida general partnership ("Seller"), and STOR-ALL PROPERTIES, INC., its nominees or
assigns ("Purchaser").
WITNESSETH:
WHEREAS, Seller and Purchaser entered into that certain Agreement for Purchase and Sale
last dated November 24, 1997, as amended by that certain Amendment thereto dated March 2, 1998,
for certain property situated in Palm Beach County, Florida (collectively, the "Agreement"); and
WHEREAS, Seller and Purchaser desire to modify the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the swn ofTEN ($10.00) DOLLARS and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties, intending to be legally bound, do hereby agree as follows:
I The recitations heretofore set forth are true and correct and are incorporated herein by this
reference.
2 Terms not otherwise dermed herein shall have the same meaning as set forth in the
Agreement.
3 In the event of any conflict or ambiguity between the terms and provisions of this
Amendment and the terms and provisions of the Agreement, the terms and provisions of this
Amendment shall control to the extent of such conflict or ambiguity.
4 The "Closing" (as defined in the Agreement) shall be amended to be the sooner to occur of:
(x) June 1, 1999; and (y) fifteen (IS) days following "final approval" of the "Conditions
Precedent" (as those terms are dermed in the Agreement) set forth in Paragraphs 6(a) and
6(b) of the Agreement; provided, however: (i) Purchaser may elect a sooner Closing upon
at least ten (10) days notice to the Seller; and (ii) the Closing shall continue to be subject to
all of the following: (a) the Conditions Precedent set forth in Paragraphs 6(a), 6(b) and 6(d)
of the Agreement; (b) all of the representations and warranties of the Seller being true and
correct as of the Closing; and (c) the Seller nol being in default of any of the Seller's
covenants and obligations under the Agreement. The Condition Precedent set forth in
Paragraph 6(c) of the Agreement is hereby deleted. Notwithstanding the revision of the
Closing, the date for proration of taxes shall be December 1,1998.
rTL1313871:5
November 301 1998
1
5 The option of the Purchaser and Seller to terminate the Agreement based upon the failure
of the Conditions Precedent set forth in Paragraphs 6(a) and 6(b) of the Agreement is
amended from nine (9) months following the Execution Date and one (I) year following the
Execution Date. respectively. to June 1, 1999. :", .,. -
6 This Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original. but all of which together shall constitute one and the same
instrument. This Amendment may be executed via telecopy.
7 The parties executing this Amendment warrant and represent to the other that they are duly
authorized to sign this Amendment and that this Amendment is binding and enforceable
against each of the respective parties without the joinder or consent of any other person or
entity.
8 Except as specifically modified hereby, the terms of the Agreement shall remain in full force
and effect.
IN WIlNESS WHEREOF. the parties have executed this Amendment as of the day and year
first above written.
Signed, sealed and delivered
in the presence of:
PURCHASER:
Name:
Title:
Date: November~, 1998
SELLER:
KNUTH ROAD ASSOCIATES
By:
Name:
Title: General Partner
Date: November _. 1998
l"1'L:373871:5
November 10, 1998
2
AMENDMENT TO AGREEMENT
FOR PURCHASE AND SALE
THIS AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE ("Amendment")
is made this 2nd day of March, 1998, by and between Knuth Road Associates, a Florida general
partnership ("Seller"), and STOR-ALL PROPERTIES, INC., its nominees or assigns ("Purchaser").
WIT NE S SE TH:
WHEREAS, Seller and Purchaser entered into that certain Agreement for Purchase and Sale
dated December 2, 1997 for certain property situated in Pahn Beach County, Florida ("Agreement");
and
WHEREAS, Seller and Purchaser desire to modify the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the swn ofTEN ($10.00) DOLLARS and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties, intending to be legally bound, do hereby agree as follows:
I. The recitations heretofore set forth are true and correct and are incorporated herein by this
reference.
2. Terms not otherwise defmed herein shall have the same meaning as set forth in the
Agreement.
3. In the event of any conflict or ambiguity between the terms and provisions of this
Amendment and the terms and provisions of the Agreement, the terms and provisions of this
Amendment shall control to the extent of such conflict or ambiguity.
4. Paragraph 6c of the Agreement is hereby revised to extend the Inspection Period to March
16, 1998.
5. This Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same
instrument. This Amendment may be executed via telecopy.
6. The parties executing this Amendment warrant and represent to the other that they are duly
authorized to sign this Amendment and that this Amendment is binding and enforceable
against each of the respective parties without the joinder or consent of any other person or
entity.
I
FTL:228300:4
7. Except as specifically modified hereby, the terms of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year
first above written.
Signed, sealed and delivered
in the presence of:
PURCHASER:
~ERTlES'INC
"\ /z. / <f6.
I I
l 0.~\
Date:
. 1998
SELLER:
KNUTH ROAD ASSOCITES, a Florida general
partnership
ANDREW BROCK, General Partner
Date:
.1998
2
FTL:228300:4
Sent b~ :RUD,EN Mc.CLOSKV 18FL Feb~_A5-99 02: 37PM
f~OM 95476449~~954 426 1108
page 2/ 2
RUDEN
MCCLOl;iKY
SMITH
SCHUSTI!:R &
RUSSELL., P.A.
200 EAST BROWARD BOUlEVAllD
FORT lAUDERDALE, FLORIDA 33301
POST OffICE BOX 1900
FOIU lAUDeRDALE, FLORIDA 3l30:l
19541 7&4-6660
I=JJ(:: (954) 76404'996
..... l T 0 h tll:- Y -; ;\ t L' W
WRITER'S DIRECT OlALNUM8EI(, {9SAI 521.241 S
E-MAIL: MKSlIflUDEN.COM
February 5, 1999
The City of Boynton Beach
100 East Boynton Beach Boule lard
Boynton Beach, FL
33424
Re: Stor-All Properdes, Inc. purc/Jau from Knuth Road Associates;
Our File No.: J '492-83
Dear Sir or Madam:
Based solely upon Om' review of Chicago Title Insurance Company's Title Report under File
No.: 309709833 and update ref)rt under File No.: 309900800 certified through January 25, 1999,
we are of the opinion that fee :imple title is vested in Knuth Road A5sociates, a Florida general
partnership.
Sincerely I
Mark K~ merstein
cc: Jeffrey Anderson
Sent. b"lIRUDEH McCLOSKY 18FL FE'''' ~3-99 11 =53aM
10140 F'EB 03, 1999 1P: CHI'-I'iGO/TlCOR TITI..E TU.NO: 95'HI17-0407
fro~ '547644~-'~*954 426 1108
p a q e _1.L ..L...-
.33761 PAGl::l 2/3
@
CfoilCAGO TITLE INSURANCE COMPANY
UPQATE STATUS OF AGENl"S' TITLE REPORT
Agent File ND.: 11492-83
Our Fil. 1110.: i09900aOO
TD:
Ruden, XeCIQaky, smith, Schuater i R~asQll, P.A.
200 Bast Broward Blvd., P.o. Sox 1900
Ft. Lau~erdale/ Flori~ 33301
Attn. Valeri.. Ja.eot>a
EfFECTIVE DATE Of LAST PRIOR TIn.e REPORT:
Oecemb..r 5, 1997 at 8:0e a.~.
EFffCTIVE DAil: OF THIS UPDATE TITLE REPORT:
January 25/ 1'99 at 8.eo a.m.
The Report on Status of TItle from 1I\e effective date of 1118 10$1 prior Title RePQrt hell been tontinued.
MATTERS APPEARING OF RECORD SUBSEQUENT TO THE LAST PRIOR ~ REPORT:
IlO:I:IIIKG l"OUHIl OP UCORD
This update supplement. the previous StatUI of Titl. Report to you, No. 309900800.
THIS REPORT IS PROVIDED FOR THE SOLE PURPOSE Of THE ISSUANCE OF A CHICAGO TITLE
INSURANCE COMPANY POLlCV BY THEADDRESSEEASAUTHORlZED BY THE COMPANY. CHICAGO
TITLE INSURANCE COMPANY DISCLAIMS LIABILITY TO THE ADDRl:SSEE OR ANY OTHER PARTY IN
THE EVENT THIS REPORT IS USED fOR A PU!lPOSE OTHER THAN AS STATED.
CHICAGO TITLE INSURANCE COMPANY
RoSanne Laferriere
Title Teehnieian
-F~
. .
AGREEMENT FOR PURCHASE AND SALE
'IHIS AGREEMENT FOR PURCHASE AND SALE ("Agreement") made and entered into
by and between KNUTH ROAD ASSOCIATES, a Florida general partnership ("Seller") and
STOR-ALL PROPERTIES, INC. ("Purchaser"). .
WITNESSETH:
WHEREAS, Seller is the owner in fee simple of that certain parcel of real property ("Land")
as more particularly described on Exbibit A attached hereto and made a part hereof and all
easements, interests and other rights, if any, which are appurtenant to the Land, including, but not
limited to, all right, title and interest, if any, of Seller in and to any land lying in the street, road,
avenue or other right-of-way in front of or joining the Land and all right, title and interest of Seller
in and to any awards made or to be made in lieu thereof, and in and to any unpaid awards for
damages to said real property by reason of change of grade of any street, road, avenue or other
right-of-way ("Subject Property"); and
WHEREAS, Purchaser is desirous of purchasing the Subject Property and developing the
Subject Property as a self-storage facility ("Contemplated Use") and Seller is desirous of selling the
Subject Property upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration ofTEN DOLLARS ($10) and other good and
valuable consideration, the receipt whereofis hereby acknowledged by each party hereto from the
other party hereto, and a hereinafter receipted deposit and in considerations of mutual covenants and
conditions and promises herein contained, the parties hereto do hereby agree as follows:
1) The foregoing recitations are true and correct and are incorporated herein by
reference.
2) Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller, the
Subject Property I upon the terms and conditions herein set fqrth.
The purchase rice to be paid by Purchaser to Seller for the Subject Property shall
4) The Purchase Price shall be paid as follows: ;r1
!}.~J
~1
a) Within two (2) business days following the "Execution Date" (as
hereinafter defined), Purchaser shall deliver to Ruden, McClosky, Smith, Schuster &
Russell, P.A. Trust Account ("Escrow Agent") the sum ofTEN THOUSAND DOLLARS
1
rn.,r2?J..96.9:S
November 26, 1'~7
- -----~------------ --~~-"
encroach upon Purchaser's proposed improvements; and (iii) taxes for the year of Closing; (iv)
zoning and governmental resolutions (e.g. setbacks, etc.), and (v) matters on Exhibit "B" hereto.
Seller covenants to execute such reasonable affidavits and undertakings reasonably
required by the Title Company to delete: (i) the Schedule B, Section I requirements in the
Commitment (except liens which may arise out of mechanic liens with whom Purchaser"has
contracted); (ii) the standard printed exceptions in the Commitment for parties in possession and
unfiled liens which are customarily removable by such affidavits; and (Hi) the gap exception.
6) Unless waived in whole or in part in writing by Purchaser (which Purchaser shall
have the right to do), this Agreement and Purchaser's obligations hereunder are subject to and
contingent upon each and all of the following (hereinafter sometimes collectively referred to as
the "Conditions Precedent" and singularly as a "Condition Precedent"):
a) Purchaser having obtained, by the Closing (as same may be extended
as contemplated hereunder), fina1 approval of a site plan of the Subject Propeny by all
applicable govemmental authorities which is acceptable to Purchaser (in Purchaser's sole
discretion) and consistent with, and which shall provide for, a self-storage facility of not less
than sixty thousand (60,000) square feet of gross floor area ("Contemplated Use"). Purchaser
shall, in consultation with the Seller, promptly proceed and diligently attempt to obtain the
aforementioned approvals. Ail costs and expense with respect to obtaining such approvals
shall be borne by Purchaser. Seller covenants to use its best efforts to cause the joinder of
any mortgagee (although this reference shall not be deemed to mean that any such mortgage
is a Permitted Exception hereunder) in any such petitions and applications. As set forth in
this Paragraph 6, "fina1 approval" shall mean final approval with all time for further appeal
being expired, and with no appeal being then pending and no appeal instituted and no
petition filed.
b) That, at the time of the Closing contemplated hereby, the Subject
Property will have received fina1 approval for zoning consistent with the Contemplated Use
and shall be consistent with the aforesaid site plan approval to be sought by Purchaser. In
conjunction with the foregoing, Purchaser shall, in cOJ?Sultation with Seller, promptly
proceed and diligently pursue fina1 approval for zoning of the Subject Property upon terms
and conditions reasonably acceptable to the Purchaser. All costs of the foregoing zoning
approval shall be paid by the Purchaser.
In conjunction with the approvals contemplated by subparagraphs 6(a) and
6(b) hereof, Purchaser agrees to advise the Seller in advance of any meetings with governmental
authorities (including staff meetings) with respect to the Subject Property and permit the Seller to
be present at such meeting(s).
c) Purchaser shaI1 have ninety (90) days from the "Execution Date" (as
hereinafter defined) ("Inspection Period") to conduct such investigations and make such tests
3
l'TL,271969,$
November 24.. 1997
($10,000) ("Initial Deposit"), which amount shall be held in accordance with this
Agreement, and which shall be credited toward the Purchase Price hereunder. All
amounts to be held in escrow pursuant to this Agreement shall be deposited in accounts
insured by the Federal Deposit Insurance Corporation.
b) At the end of the "Inspection Period" (as hereinafter defined),
Purchaser shall post with the Escrow Agent an additional deposit ("Additional Deposit") in
the amount of FlFTEEN TIIOUSAND DOLLARS ($15,000), which Additional Deposit
shall be held and disbursed in the same manner as the Initial Deposit.
c) Following the satisfaction of the conditions set forth in Paragraph 6(a)
hereof, Purchaser shall post with the Escrow Agent a second additional deposit ("Second
Additional Deposit") in the amount of FIFTEEN THOUSAND DOLLARS ($15,000), which
Second Additional Deposit shall be held and disbursed in the same manner as the Initial
Deposit The Additional Deposit, the Initial Deposit and the Second Additional (collectively,
the "Deposit") shall be held in escrow by Escrow Agent.
d) The balance of the Purchase Price shall be payable at the Closing (as
hereinafter defined) plus or minus prorations as hereinafter set forth in the form of cash, wire
transfer, local attorney trust account check or local cashier's check which said sum shall be
a part of the aforedescribed Purchase Price.
5) Within ten (10) days following the date hereof, Seller shall deliver to Purchaser
a commitment ("Commitment") issued by Chicago Title Company (Title Company") for the issuance
of an ALT A Form "B" Marketability Owner's Title Insurance Policy without exception other than
the Permitted Exceptions for the amount of the Purchase Price. If Purchaser shall have any
objection(s) with respect to the status of title to the Subject Property as reflected in the Commitment
and/or the Survey, Purchaser shall notify Seller of such objections ("Title Notice") on or before ten
(l0) days following Purchaser's receipt of Seller's Title Evidence ("Title Review Period"). In the
event the Commitment or the survey of the Land to be obtained by, and at the sole cost and expense
of Purchaser ("Survey") reflects any title condition which shall render title to the Subject Property
to be other than good, marketable and insurable, as herein prOVided, subject to the Permitted
Exceptions, then Seller shall be required to use reasonable diligence to make Seller's title to the
Subject Property good, marketable and insurable, however, in so doing, Seller shall not be obligated
to commence any suit or to incur any expense in excess of $5,000.00, plus the amount required to
discharge any mortgages, construction liens or judgments which Seller placed or permitted to
become a lien on the Subject Property and Seller shall have a reasonable time, not to exceed sixty
(60) days, in which to render title to the Subject Property good, marketable and insurable. If, after
the expiration of said sixty (60)-day period, Seller has not cured the defect(s) of which Purchaser
gave notice, then the provisions of Paragraph 15(b) shall be applicable. As set forth herein,
"Permitted Exceptions" shall mean: (i) those matters not set forth in a timely-served Title Notice;
(ii) customary public utility easements and other matters common to the subdivision which will not
2
P'l'L:271969:S
November 2",. 1997
~- ~- ------
----~-~"
on and with respect to the Subject Property as Purchaser shall desire to detennine that
Purchaser is satisfied with any and all matters concerning the Subject Property, including,
without limitation, the availability of water and sewer, the condition of the soil, the
marketability of the Subject Property and such other matters as Purchaser deems appropriate.
If, on or before the expiration of the Inspection Period, Purchaser has not notified Seller that
Purchaser is not satisfied with the Subject Property as contemplated by this subparagraph
6(c), same shall be deemed acceptable to Purchaser and the Condition Precedent of this
subparagraph 6( c) shall be deemed to have been satisfied. If, on or before the expiration of
the Inspection Period, Purchaser does notify Seller that Purchaser is not satisfied with the
Subject Property, which determination shall be made in Purchaser's sole and absolute
discretion, this Agreement shall be deemed CllnCeled and all monies and/or promissory notes
deposited hereunder shall be forthwith returned to Purchaser by the holder thereof and except
as otherwise provided below in this paragraph 6, all parties hereto shall be released and
relieved from any and all further obligations hereunder or arising herefrom. Purchaser agrees
to indemnify and hold Seller hannless from loss to person or property, caused by acts of
Purchaser, its agents, contractors and/or employees upon or in respect of the Subject Property
during the Inspection Period. Purchaser shall also indemnify Seller against, and discharge
at no cost to Seller any and all construction and/or other liens or liabilities which Purchaser
may have caused or suffered to arise in respect of the Subject Property. The indemnities set
forth in this subparagraph 6( c) shall survive the Closing or the tennination of this
Agreement.
d) That, at the time of the Closing contemplated hereby, there are no
building moratoriums in effect, pending, threatened or imminent for construction of any
improvements or the issuance of building permits with respect to the Subject Property, and
there are no sewer and water hook-up, water extraction, electrical or other utility
moratoriums in effect, pending, threatened or imminent with respect to the Subject Property.
Purchaser shall be obligated to make diligent, good faith efforts to satisfy the
Conditions Precedent.
Seller shall be entitled to cancel this Agreement jf all Conditions Precedent shall not
have been satisfied or waived by Purchaser within one (I) year following the Execution Date.
Should this Agreement be Cllnceled due to the failure of any Condition Precedent, the
Deposit shall be forthwith returned to Purchaser by the holder thereof and all parties hereto shall be
released and relieved from any and all further obligations hereunder or arising herefrom, except as
otherwise noted in the last two sentences of paragraph 6( c) and except also that Purchaser shall be
obligated to deliver to Seller, to the extent permitted, free and clear of all liens, charges, unpaid fees,
and/or other liabilities, all plats, drawings, specifications, studies, surveys, submissions, test reports
and results and other materials, data and/or the like prepared and/or developed by or on behalf of
Purchaser in connection with its investigation of the Subject Property and/or its attempt to satisfy
the Conditions Precedent, all without any warranty or recourse.
4
l'TL:211969:S
November 24: 1997
- ---- ----
~---
. 7) As a material inducement to Purchaser to execute this Agreement and to close the
transaction contemplated hereby and to pay the Purchase Price therefor, Seller warrants and
represents to Purchaser that:
a) To the best of Seller's knowledge, Seller has good, marketable and
insurable title to the Subject Property in fee simple and subject to no liens or encumbrances
whatever other than the Permitted Exceptions.
b) This space is intentionally left blank.
c) To the best of Seller's knowledge, all municipal and gove=enta1
ordinances, rules and regulations have been complied with and Seller has received no notice
of citations or violations thereof.
d) As of the date hereof, there are no pending condemnation or eminent
domain proceedings which would affect any portion of the Subject Property and Seller has
no actual knowledge of any threatened proceeding.
e) Seller is not a party to and, to Seller's actual knowledge, the Subject
Property is not affected by any service, maintenance or property management agreements or
any contracts or other agreements of any kind with respect to the Subject Property which is
not reflected in the Pennitted Exceptions or which is not terminable by Seller and Seller will
not hereafter enter into any of same during the term of this Agreement The Subject Property
shall be free and clear of any lease (written or oral) and there shall be no party in possession
of the Subject Property at the Closing.
f) There is no pending litigation involving the Subject Property and, to
Seller's actual knowledge, no threatened litigation involving the Subject Property.
g) Seller is not a "foreign person" within the meaning of Section 1445
of the Internal Revenue Code of 1986, so as to require the withholding of any portion of the
Purchase Price for Federal income tax pUIposes, and Seller agrees to execute, at Closing, an
Affidavit evidencing same.
h) Seller has no actual knowledge of any adverse environmental
condition upon or below the Subject Property (including, without limitation, hazardous or
toxic materials or gas tanks) which would prevent, impede, limit or render more costly the
development of the Subject Property for the Contemplated Use. To the best of Seller's
knowledge, Seller has not caused any adverse environmental conditions to exist on or
beneath the Subject Property.
5
l"l'L;2?19~9:5
November 2ir 1997
~--~------
-----.
i) To the best of Seller's knowledge, the Subject Property is not the
subject of a right of first refusal or option to purchase in any third party.
j) The party executing this Agreement is duly authorized to bind Seller
without the further authorization of any person or entity.
k) This space is intentionally left blank.
8) Seller hereby grants to Purchaser and Purchaser's agents, employees, servants and
contractors the right to go upon the Subject Property during the term of this Agreement and make
such reasonable and customary tests and investigations and do such reasonable and customary
things; including, but not limited to, surveying of the Subject Property as Purchaser shall deem
necessary or appropriate, including, but not limited to, tests and investigations necessary for
Purchaser to determine the existence of any conditions herein represented to exist or with respect
to which this Agreement is contingent and those tests and investigations that may be necessary
for Purchaser to determine that Purchaser can utilize the Subject Property for the Contemplated
Use. Seller acknowledges and agrees that Purchaser's investigation of the Subject Property is
solely for Purchaser's benefit and shall not limit or reduce the representations and warranties
made by Seller hereunder. Except for the representations and warranties of the Seller under this
Agreement, Purchaser acknowledges that Purchaser has relied on Purchaser's own due diligence
and not upon any other representation or warranty of the Seller or any agent or employee of the
Seller.
9) The conveyance of the Subject Property by Seller to Purchaser shall be by special
warranty deed. Seller and Purchaser acknowledge that time shall be of the essence as to all acts
of Purchaser and Seller hereunder. Seller agrees that all fill on the Subject Property shall remain
on the Subject Property.
10)( a) Unless extended by any other provisions of this Agreement, the "Closing" of
this transaction (execution and delivery of the warranty deed, as well as the execution and .c!"I
delivery of all other documents required pursuant to this Agreement and the payment of all sums (if.1.
required to be paid) shall tske place on the earliest of: (i) the 365th day following the Execution
Date (subject to one extension per paragraph 10(b) below), Unless this Agreement shall have
been sooner terminated pursuant to any other provision hereof, (ii) fifteen (15) days following
the day that a building permit shall have been issued to Purchaser or its contractors in connection
with the Contemplated Use, or (iii) one hundred twenty (120) days following the fma1 approval
of the Conditions Precedent set forth in Paragraph 6( a) hereof. In the event the Conditions
Precedent have not been satisfied or waived by Purchaser on or prior to nine (9) months
following the Execution Date, then Purchaser shall have the right to terminate this Agreement
and receive the return of the Deposit. The Closing shaI1 tske place at the offices of Escrow
Agent in Fort Lauderdale, Florida, or such other location mutually acceptable to the parties.
6
PTL,27196~,S
November 24. 1997
(b) Notwithstanding the foregoing provisions of Paragraph 10, Purchaser may
elect to extend the Closing (from the date same may have already been extended in accordance with
the terms of this Agreement) for one (1) additional thirty (30) day period by paying TWENTY-FIVE
THOUSAND DOLLARS ($25,000) ("Extension Fee Deposit") to Escrow Agent prior to the Closing
Date, which amount shall be credited toward the Purchase Price and shall be deemed an addition to
,
and a part of, the Deposit hereunder.
(c) This space is intentionally left blank
11) The parties agree that the following shall be the schedule of obligations with respect
to the Closing expenses hereunder, to wit:
a) Seller shall pay for:
i) any state documentary stamp taxes (or other transfer taxes)
and surtaxes on the warranty deed;
ii) the cost of correcting any title defects; and
iii) the cost of the Commitment and the title premium associated
therewith.
b) Purchaser shall pay for:
i) the recording of the warranty deed; and
ii) the Survey.
c) All governmental and quasi-governmental improvement liens which
have been certified as of the date of the Closing or with respect to which the work has been
substantially complete as of the date of the Closing, though not yet certified, shall be paid
by Seller and, if not certified, Purchaser shall receive a credit, at Closing, in an amount equal
to the latest estimate therefor by the applicable governmental agency, provided that, upon
request by either party hereto, the parties hereto shall, upon the actual amount of such lien
being established, make whatever adjustments are necessary to reflect the actual amount of
the lien notwithstanding the fact that the Closing of this transaction has occurred. Pending
governmental and quasi-governmental improvement liens with respect to which the worlc has
not been substantially completed as of the date of the Closing shall be assumed by Purchaser.
d) Real property taxes shall be prorated as of the date of Closing taking
the maximum discount into account. If the Closing occurs on a date when the taxes for the
year of Closing are not fixed, but the then-current year's assessment is available, taxes for
such year will be prorated based upon such assessment and the prior year's millage. If such
7
P'rL:2'19&9:S
November 2~, 1997
year's assessment is not available, taxes will be prorated based upon the then-prior year's tax.
If the tax proration is based on other than the actual amount of taxes in question then, upon
the actual amount of such taxes being known, the parties hereto agree that upon the request
of either party, such taxes will be re-prorated and the appropriate adjustment made
notwithstanding the fact that the Closing has occurred. Except as otherwise specifically
provided in this Agreement, all expenses and revenues of the Subject Property shall be
prorated or credited as the case may be to the day of Closing. The provisions of this
Paragraph shall survive the Closing.
12) Possession of the Subject Property shall be delivered by Seller to Purchaser at
Closing. Risk of loss to the Subject Property between the date of the execution of this
Agreement and the date of the Closing shall be upon SeHer.
13) In the event of the commencement of any condemnation or eminent domain
proceedings for any public or quasi-public pllIpose at any time prior to the Closing hereunder,
resulting or which could result in the taking of any material part or all of the Subject Property,
Purchaser shall have the option of: (i) canceling this Agreement, in which event the Deposit
shall be forthwith returned by the holder thereof to Purchaser and upon such repayment, this
Agreement shall be null, void and of no further force or effect and all parties hereto shall be
released and relieved from any and all further liability or obligations hereunder; or (ii) Closing
the transaction contemplated by this Agreement, in which event the Purchase Price shall not be
abated; provided, however, that Seller shall assign any condemnation or eminent domain award
and its right to receive same to Purchaser. As set forth herein, a material taking shall mean a
taking of any portion of the Subject Property that (a) requires a reduction in the gross leasable
area of the facility to be constructed on the Subject Property, or (b) results in a material increase
in the cost of the Project. Seller agrees not to enter into any settlement of any condemnation
proceedings or eminent domain proceedings without the prior written consent of Purchaser
which consent shall not be unreasonably withheld, delayed or conditioned, and Seller agrees to
immediately notify Purchaser in the event any condemnation or eminent domain proceeding be
instituted.
14) The obligations of Purchaser under this Agreement are subject to all of the
representations and warranties contained in this Agreement having been true and correct in all
material respects on the date hereof and on the date of Closing.
15) (a) lfPurchaser shall default in the payment of the Purchase Price or otherwise
default in any of the terms, covenants and conditions of this Agreement on the part of Purchaser
to be performed, Seller shall retain the Deposit as full and agreed upon liquidated damages in
full settlement of any and all claims against Purchaser for damages or otherwise and Purchaser
shall have no other or further liability hereunder except as otherwise provided in paragraph 6
above. The parties acknowledge that this provision for liquidated damages is a fair and
reasonable measure of the damages to be suffered by Seller in the event of Purchaser's default
because the exact amount of damages is incapable of ascertainment. Notwithstanding any
8
FTL:27J.969:S
November 24, 1997
provision of this Agreement to the contrary, Purchaser shall not be in default hereunder, unless
Seller shall have provided written notice of the alleged default and a period of ten (10) days after
receipt of notice to cure same.
(b) If on or before the Closing (i) Seller is unable to deliver good and marketable
and insurable tide to the Subject Property subject only to the Permitted Exceptions, or (ii) Seller
shall have failed to comply with any other term, provision, covenant, agreement or condition of this
Agreement, or (iii) any of the material representations and warranties made by Seller herein shall
be in any respect untrue, Purchaser shall have the right:
i) to cancel this Agreement by giving notice to Seller and this
Agreement shall be deemed to be terminated as of the date of such notice, in which event
Purchaser shall be entitled to the return of the Deposit; or
ii) to take tide subject to the defect, exception, objection,
inaccuracy or failure without price reduction or abatement (subject, however, to the next
paragraph).
Without limiting Purchaser's rights contained in this Paragraph, in case of a
lien or encumbrance which Seller placed or permitted to become a lien on the Subject Property and
which can be removed at the time of Closing by payment of a liquidated amount, Seller covenants
and agrees, at Purchaser's request, to remove such lien or encumbrance at Closing so that the Subject
Property can be conveyed to Purchaser free of same except non-delinquent real estate taxes which
are not yet due and payable and the other Permitted Exceptions.
If Seller willfully fails or refuses to deliver the Deed and no lien affidavit in
default hereof, Purchaser shall have the sole option of either (x) terminating this Agreement,
receivmg the return of the Deposit and a payment from the Seller in the amount of Fifty Thousand
Dollars ($50,000) representing a negotiated and agreed upon liquidated damage amount ("Seller's
Agreed Payment"), in which event Seller and Purchaser shall be released and relieved of any further
liability and this Agreement shall thereupon be null and void; or (y) suing Seller for specific
performance. .
16) In connection with any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover all costs incurred, including, but not limited to, reasonable attorneys'
fees actually incurred, which reasonable attorneys' fees shaI1 include, but not be limited to, those
reasonable attorneys' fees incurred by such prevailing party for the services of its attorney(s) at
all trial and appellate levels and post-judgment proceedings.
17) Unless otherwise specifically provided herein, all notices to be given hereunder shaI1
be in writing and sent to the parties as hereinafter provided, certified mail, return receipt
requested, postage prepaid. Unless otherwise specifically provided herein, said notices shall be
effective on the day such notice is deposited in the United States mails.
9
FTL:271969:S
November 24, 199'
Notices as to SelJer shall be sent to:
Knuth Road Associates
1551 Forum Place, Suite 100
West Palm Beach, Florida 33401
and a copy to:
Levy Kneen, et al., P.A.
1400 Centrepark Blvd.
West Palm Beach, Florida 33401
Attn: David 1. Wiener, Esq.
Notices as to Purchaser shall be sent to:
Stor-AlI Properties, Inc.
1375 West Hillsboro Boulevard
Deerfield Beach, Florida 33442
Attention: Jeffi:ey Anderson
and a copy to (and notices to Escrow Agent):
Ruden, McClosky, Smith,
Schuster & RusselJ, P.A.
200 East Broward Boulevard, Suite 1500
Post Office Box 1900
Fort Lauderdale, Florida 33302
Attention: Mark Somerstein, Esq.
The place to which any party hereto is entitled to receive any notice may be changed by such party
by giving notice thereof in accordance with the foregoing provis~on. The attorney for either party
may send and receive notices on behalf of that party.
18) Each party hereto represents and warrants unto the other party hereto that, other than
Kiss Realty, Inc. ("Kiss") ("Broker"), who represents Seller in this transaction, there are no real
estate brokers or agents involved with respect to this transaction and that there are no brokerage
fees, finder's fees or broker's commissions due as a result of their respective executions of this
Agreement or which wilJ be due as a result of the Closing as contemplated hereby by virtue of
their respective acts, inactions, conduct or otherwise. Each party hereto does hereby agree to
indemnifY and hold the other hannless from any breach of their respective representations and
warranties as set forth in this paragraph. Seller agrees to recognize and pay a brokerage
commission due the Broker in the total amount equal to FORTY-SEVEN THOUSAND FfVE
10
PTt.:2719U:$
November 24: 1997
-- -- .'_~_'_'~__________u__ _____~_
HUNDRED SIXTY-SEVEN AND 40/100 ($47,567.40) and which is deemed earned as of the
date hereof but which shall not be payable unless and until the Closing occurs. Seller
acknowledges that Stor-All Realty & Property Management, Inc. is an affiliated company of
Purchaser and represents Purchaser in this transaction but shall not be compensated in connection
with this transaction. Purchaser agrees to indemnify and hold the Seller harmless from any claim
by Stor-All Realty & Property Management, Inc. for a commission with respect to the Suliject
Property. The provisions of this Paragraph shall survive the Closing.
19) This instrument shall be governed by and enforced and construed under the laws of
the State of Florida.
20) Purchaser named herein shall have the absolute right and power to assign its interests
in this Agreement to Stor-AII, Ltd., or any entity affiliated with Stor-AlI, Ltd., and Seller agrees
that upon any such assignment, the assignee shall be deemed to be Purchaser under this
Agreement and Seller shall close this transaction with such assignee with the said Purchaser
named herein having no other or further liability hereunder.
21) Whenever the context so requires or admits, any pronoun used herein may be deemed
to mean the corresponding masculine, feminine or neuter fonn thereof and the singular fonn of
any nouns and pronouns herein may be deemed to mean the corresponding plural fonn thereof
and vice versa. 011
1J...-iJ-~1
22) The Execution Date shall be the date this A$eement has been executed by the last
party (purchaser or Seller, as the case may be) to execute same and Purchaser's receipt of a fully
executed duplicate original. This Agreement shall be void if Purchaser has not received a fully
executed original of this Agreement within ten (10) days of the date of execution by Purchaser.
23) This Agreement shall not be construed more strictly against either party by reason
of the fact that one party was responsible for drafting.
24) Seller acknowledges that Purchaser has materially relied upon all of the
representations and warranties of Seller hereunder, and such representations and warranties shall
survive the Closing. Other than as otherwise set forth herein, Purchaser is purchasing the
Subject Property in its "AS IS" condition.
25) This Agreement shall inure to the benefit of and shall be binding upon the parties
hereto and their respective heirs, personal representatives, permitted successors and/or assigns.
26) This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same Agreement. This
Agreement may be executed via telecopy.
11
P'l'L:271969:!5
Novemb.r 24~ 1997
" ~'~-_._---~~---~--~---
27) No waiver of any provision of this Agreement shall be effective against Purchaser,
unless it is in writing and signed by Purchaser, and shall only be applicable to the specific
instance to which it relates and shall not be deemed a continuing or future waiver.
28) Escrow Aeent. The following shall apply with respect to Escrow Agent's
involvement in the transaction contemplated herein:
a) Escrow Agent shall not release any portion of the Deposit to Seller
prior to forwarding notice to Purchaser in accordance with this Agreement ("Escrow
Notice"). In the event Escrow Agent shall receive a notice of objection within ten (10) days
following Purchaser's receipt of the Escrow Notice, then Escrow Agent shall not disburse the
Deposit to Seller and shall, at Purchaser's request, deposit the Deposit in the registry of a
court of competent jurisdiction where the Subject Property is located.
b) Unless Purchaser is in default of this Agreement, any interest earned
on any monies deposited with Escrow Agent shall be paid or credited solely to Purchaser.
c) Escrow Agent shall not be required to take notice of any default by
any of the parties hereto or take any action with respect to such default which, in its opinion,
involves any actual or potential expense or liability to it unless notice in writing of such
default is given to it and it is indemnified in advance in a manner reasonably satisfactory to
it against such expense or liability. Escrow Agent shall not be under any obligation to take
any legal action in connection with this Agreement or for its enforcement or to appear in,
prosecute or defend any action or enforcement or legal proceeding, which in its opinion,
would or might involve it in any cost, expense, loss or liability, unless, and as often as
required by it, Escrow Agent shall be furnished with security and indemnity reasonably
satisfactory to it against all such costs, expenses, loss or liability. In any case, Escrow Agent
shall give notice to Purchaser and Seller of its requirement of indemnity specifying the
action. Without limiting the foregoing, each party agrees to indemnify and hold the Escrow
Agent harmless from all loss, cost or expense reasonably incurred by the Escrow Agent in
connection with acting as escrow agent hereunder including, without limitation, reasonable
attorneys' fees and costs (including retaining the services of Escrow Agent's own attorneys).
d) Escrow Agent shall incur no liability in acting upon any signature,
notice, request, waiver, consent, receipt or other paper or document believed by it to be
genuine, and it may assume that any person purporting to give it any notice or advance in
accordance with the provisions hereofhas been duly authorized to do so, and the undersigned
hereby jointly and severally indemnify and agree to hold and save Escrow Agent harmless
from and against any and all loss, damage, cost or expense it may suffer or incur as
depository hereunder, unless caused by its willful refusal or willful failure to act pursuant to
the terms hereof.
12
P'TL:271969:5
November 24, 1997
e) In the event Escrow Agent perceives there to be any bona fide
disagreement between any of the parties to this Agreement and any other person, whether or
not a party hereto, resulting in adverse claims or demands being made in connection with any
sums or property involved herein or affected hereby, then Escrow Agent shall be entitled:
i) To refuse to comply with any claim or demands on it as rong
as such bona fide disagreement shall continue, and in so refusing, it shall make no
delivery or other disposition of any funds then held by it pursuant to the terms of this
Agreement, and it shall not be or become liable in any way or to any person for its failure
or refusal to comply with such conflicting or adverse claims or demands, and
ii) It shall be entitled to continue so to refrain from acting and to
so refuse to act until (A) the right of adverse claimants shall have been fmally
adjudicated in a court assuming and having jurisdiction of the funds (or other property,
if any), involved herein or affected hereby, or (B) all differences shall have been adjusted
by agreement and it shall have been notified in writing signed by all persons interested;
or
iii) Interplead the sums in controversy into a court of competent
jurisdiction after deducting therefrom its filing fees, expenses and legal fees incurred in
filing the interpleader. Following said interpleader, Escrow Agent shall, ipso facto, be
relieved of all liability to any party hereto for any claims arising out of or resulting from
this Agreement.
f) Escrow Agent shall not be bound by or charged with notice of any
transfer or assigmnent of any interest herein or in the subject matter hereof, in whole or in
part, made by any of the parties hereto, or its successors or assigns, until written notice
thereof is delivered to it and the other parties hereto is obtained.
g) Notwithstanding the foregoing provisions of this Paragraph 28 to the
contrary, upon notification of a dispute between the parties and the request of either party,
Escrow Agent shall interplead the sums in controversy into. a court of competent jurisdiction.
Seller acknowledges that Escrow Agent represents Purchaser and may represent
Purchaser in the event of a conflict hereunder.
13
P'l'L,27US9,S
November 2~, 1997
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the
dates set after their respective signatures.
Signed, sealed and delivered
in the presence of:
PURCHASER:
INC., a Florida
Name:
Title:
Date:--4I'1 '1
Jelfrey M. Ander.ron
VIce PJaIdenI
.1997
SELLER:
KNUTH ROAD ASSOClA TES, a Florida general
partnership
By:
Name:
Title: General Partner
Date: . 1997
JOINDER
The undersigned agrees to act as Escrow Agent in accordance with the terms and provisions
contained in the foregoing Agreement for Purchase and Sale.
ESCROW AGENT:
RUDEN, MCCLOSKY, SMITH, SCHUSTER &
RUSSELL, P.A.
By:
Name:
Title:
Date:
,1997
14
FTL:271969:S
November 24" 1997