APPLICATION
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PROJECT NAME: STOR-ALL
LOCATION: Knuth Road & Old Boynton Rd
COMPUTER ID: Stor-All\Rezn
PERMIT #: 99-82
I FILE NO.: REZN 99-001 II TYPE OF APPLICATION: Rezoning I
AGENT/CONTACT PERSON: OWNER/APPLICANT:
Lindsey Walter, Kilday & Assoc., Inc. Knuth Road Associates
PHONE: 689-5522 PHONE: 684-1040
FAX: 689-2592 FAX: 686-9940
ADDRESS: 1551 Forum Place, Suite 100A ADDRESS:
West Palm Beach, FL 33401 1551 Forum Place, Suite 100
West Palm Beach, FL 33401
Date of submittallProiected meetinl.!: dates:
SUBMITTAL / RESUBMITTAL 2/23/99
1ST REVIEW COMMENTS DUE: N/A
PUBLIC NOTICE: Out/City Arty: 3116/993pJf;
City Clerk/Fax: 3!31/993j.;1:1 q"}
MAIL: 3jJ./.jr'f 3/12/99 (30 days)
Publish Date: 4/~/99 and 4/~/99
TRC MEETING: ,~ "'{
PROJECTED RESUBMITTAL DATE:
ACTUAL RESUBMITTAL DATE:
2ND REVIEW COMMENTS DUE:
LAND DEVELOPMENT SIGNS POSTED
(SITE PLANS):
PLANNING & DEVELOPMENT BOARD 4/13fl}l} 'J/;v 7/1<f
MEETING:
CITY COMMISSION MEETING: 4(20199 S7'F{1'1
COMMENTS:
SWORMSIPROJECT TRACKING INFO
Self storage
Office
....-.; /
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5 Pv 4((
!?e:zC/~v-,..( .
Comparison of traffic generation
86,621 sq. ft.
5% pass-by trips
NET
66,000 sq. ft.
5% pass-by trips
NET
= 226 tpd
= (11 tpd)
= 215 tpd
:Sc<O
lJ(S
= 1025 tpd
= (51 tpd)
= 974 tpd
15000 6( 5
I
There is a substantial reduction of the number of net external daily trips.
. APPLICATION ACCETABLE DATE:
RECEIVED BY STAFF MEMB ~~-c
FEE PAID: oJ?/) . It?
RECEIPT NUMBER: / I (P" f
CITY OF BOYNTON BEACH, FLORIDA
PLANNING & ZONING BOARD
LAND USE AMEfI<DMENT ANDIOR REZONING APPLICATION
This application must be filled out completely and accurately and submitted, together with the
materials listed in Section II below, in two (2) copies to the Planning Department. Incomplete
applications will not be processed.
PLEASE PRINT LEGIBLY OR TYPE ALL INFORMATION.
I. GENERAL INFORMATION
1.
Project Name:
Stor-AII - Knuth Road & Old Boynton West Road.
2. Type of Application (check one)
xx a. Rezoning only
b. Land Use Amendment Only
c. Land Use Amendment and Rezoning
3. Date this application is accepted (to be filled out by Planning Department):
4. Applicant's Name (person or Business entity in whose name this application is made):
STOR-ALL PROPERTIES, INC.
Address:
1375 West Hillsborough Blvd.
n~PTfipln Rp~rh. Flnrin~ 11442
(Zip Code)
Phone: (954) 421-7888 FAX: (954) 426-1108
5. Agent's Name (person, if any. representing applicant):
Kieran J. Kilday, Kilday& Associates, Inc.
Address:
1551 Forum Place, Suite 100A
WpQr P~lm Rp~~h Flnr;n~ 11uOl
(Zip Code)
Phone: (561) 689-5522 FAX: (561) 689-2592
City of Boynton Beach
Planning and Zoning Board
LAND USE AMENDMENT AND/OR REZONING APPLICA nON
6. Property Owner's :or Trustee's) Name:
Knuth Road Associates
Address:
1551 Forum Place, Suite 100
Phone:
(561) 684-1040
33401
(Zip Code)
FAX: (~lil) IiRIi-QQ40
West Palm Beach, Florida
7. Correspondence Address (if different than applicant or agent):
Please send all correspondence to agent's address.
*This is the only address to which all agendas, letters, and other materials will be
mailed.
8. What is the applicant's interest in the subject parcel: (Owner, Buyer, Lessee. Builder,
Developer, Contract Purchaser, etc.)
Contract Purchaser
9. Street Address or Location of Subject Parcel: No address assigned at this time.
Located at the southeast corner of Knuth Road & Old Boynton West Road.
10. Legal Description of Subject Parcel: Please see attached Exhibit A.
11. Area of Subject Parcel (to the nearest hundredth (1/100) of an acre: 1. ~O acres
12. Current Zoning District: Planned Commercial District (PCD)
13. Proposed Zoning District: C-1 Office/Professional
14. Current Land Use Category: Office/Commercial
15. Proposed Land Use Category: Office/Commercial
Page 2
City of Boynton Beach
Planning and Zoning Board
LAND USE AMENDMENT AND/OR REZONING APPLlCA nON
16.
Intended Use of Subject Parcel:
limited access self- service
~
storage facility.
17. Developer or Builder: STOR-ALL PROPERTIES, INC.
18.
Architect:
Gregory Anderson & Associates, Inc.
Landscape Architect:
Kilday & Assciates, Inc.
19.
20.
21.
Site Planner:
Kilday & Associates, Inc.
Civil Engineer:
Michael B. Schorah & Associates, Inc.
22.
Traffic Engineer:
Simmons & White, Inc.
23. Surveyor: Landmark Surveying & Mapping, Inc.
II. MATERIALS TO BE SUBMITTED WITH APPLICATION
The following materials shall be submitted in two (2) copies, unless otherwise indicated:
(please check)
~a. This application form.
~b. A copy of the last recorded warranty deed.
Lc. The following documents and letters of consent:
_(1) If the property is under joint or several ownership: a written consent to the application
by all owners of record,
..X...(2) If the applicant is a contract purchaser: a copy of the purchase contract and written
consent of the owner and seller, and
JU3) If the applicant is represented by an authorized agent: a copy of the agency
agreement, or written consent of the applicant, and
_(4) If the applicant is a lessee: a copy of the lease agreement, and the written consent of
the owner, and
Page 3
City of Boynton Beach
Planning and Zoning Board
LAND USE AMENDMENT AND/OR REZONING APPLICA nON
(5) If the applicant is a corporation ilr other business entity: the name of the officer or
person responsible for the application, and written proof that said person has the
delegated authority to represent the corporation or other business entity, or in lieu
thereof. written proof that he is in fact an officer of the corporation.
.!..d. A sealed boundary survey of the subject parcel by a surveyor registered in the State of Florida,
dated not more than six (6) months prior to the date of submission of the application, at a scale
prescribed by the Planning Department, and containing the following information:
~(1) An accurate legal description of the subject parcel.
1L...(2) A computation of the total acreage of the subject parcel to the nearest hundredth
(1/100) of an acre.
!....(3) A tree survey, which conforms to the requirements of the City of Boynton Beach Tree
Preservation Ordinance. (Also refer to Page 6, Sec. II h.(12) of this application if
property is occupied by native vegetation.) This requirement may be waived by the
Planning Director where found to be unrelated to the land use or zoning issues
involved with the application.
~e. A complete certified list of all property owners, mailing addresses, and legal descriptions for all
properties within at least four hundred (400) feet of the subject parcel as recorded in the latest
official tax rolls in the county courthouse shall be furnished by the applicant, including a tax
map Showing placement of 400 feet boundary. Postage, and mailing labels or addressed
envelopes must also be provided. Said list shall be accompanied by an affidavit stating that to
the best of the applicant's knowledge said list is complete and accurate. Notification of
surrounding property owners will be done by the City of Boynton Beach.
JL.,f. A copy of the Palm Beach County Property Appraiser's maps showing all of the properties
referred to in paragraph e. above, and their relation to the subject parcel.
~g. A statement by the applicant justifying the zoning requested, including reasons why the
property is unsuitable for development under the existing zoning and more suitable for
development under the proposed zoning.
...1L.h. A comparison of the impacts that would De created by development under the proposed
zoning, with the impacts that would be created by development under the proposed zoning,
with the impacts that would be created by development under the existing zoning, which will
include:
.!..(1) A comparison of the potential square footage of number and type of dwelling units
under the existing zoning with that which would be allowed under the proposed zoning
or development.
.!..(2) A statement of the uses that would be allowed in the proposed zoning or development,
and any particular uses that would be excluded.
L(3) Proposed timing and phasing of the development.
Page 4
City of Boynton Beach
Planning and Zoning Board
LAND USE AMENDMENT AND/OR REZONING APPLICA nON
~(4) For proposed zoning of property to commercial or industrial districts, where the area of
the subject parcel exceeds one (1) acre, projections for the number of employees.
(5) A comparison of traffic which would be generated under the proposed zoning or
development, with the traffic that would be generated under the current zoning; also,
an analysis of traffic movements at the intersections of driveways that would serve the
property and surrounding roadways, and improvements that would be necessary to
accommodate such traffic movements. For projects that generate move than five
hundred (500) net trips per day, a traffic impact analysis must be submitted which
complies with the Municipal Implementation Ordinance of the Palm Beach County
Traffic Performance Standards Ordinance.
(a) For projects that generate two thousand (2,000) or more net trips per day, the
traffic impact analysis must be submitted to the City at least 30 days prior to the
deadline for land use amendment anellor rezoning, in order to allow for timely
processing of the application and review by the City's traffic consultant and
Palm Beach County. The applicant shall be billed for the cost of review by the
City's traffic consultant.
(b) For projects that generate between five hundred (500) and two thousand
(2,000) net trips per day, the traffic impact analysis must be submitted at the
application deadline for land use amendment anellor rezoning I in order to allow
for timely processing of the application and review by Palm Beach County.
However, if it is the desire of the applicant to utilize the City's traffic consultant
for review of the traffic impact analysis prior to review by Palm Beach County,
then the procedure and requirements outlined under item "aU above shall be
followed.
NOTE: Failure to submit traffic Impact analysis In the manner prescribed above may delay
approval of the application. .
~(6) For parcels larger than one (1) acre, a comparison of the water demand for
development under the proposed zoning or development with water demand under the
existing zoning. Water demand shall be estimated using the standards adopted by the
Palm Beach County Health Department for estimating such demand, unless different
standards are justified by a registered engineer. Commitment to the proviSion of
improvements to the water system shall also be included, where existing facilities
would be inadequate to serve development under the proposed zoning.
.!.,.(7) For parcels larger than one (1) acre, a comparison of sewage flows that would be
generated under the proposed zoning or development with that which would be
generated under the existing zoning. Sewage flows shall be estimated using the
standards adopted by the Palm Beach County Health Department for estimating such
flows, unless different standards are justified by a registered engineer. Commitment to
the provision of improvements to the sewage collection system shall also be included,
where the existing facilities would be Inadequate to serve development under the
proposed zoning.
Page 5
City of Boynton Beach
Planning and Zoning Board
LAND USE AMENDMENT AND/OR REZONING APPLICA nON
1liA(8) For proposed residential developments larger than one (1) acre, a comparison of the
projected population under the proposed zoning or development with the projected
population under the existing zoning. Population projections according to age groups
for the proposed development shall be required where more than fifty (50) dwellings, or
50 sleeping rooms in the case of group housing, would be allowed under the proposed
zoning.
_(9) At the request of the Planning Department, Planning and Development Board, or City
Commission, the applicant shall also submit proposals for minimizing land use conflicts
with surrounding properties. The applicant shall provide a summary of the nuisances
and hazards associated with development under the proposed zoning, as well as
proposals for mitigation of such nuisances and hazards. Such summary shall also
include. where applicable, exclusion of particular uses, limitations on hours of
operation, proposed location of loading areas, dumpsters, and mechanical equipment,
location of driveways and service entrance, and specifications for site lighting.
Nuisances and hazards shall be abated or mitigated so as to conform to the
performance standards contained in the City's zoning regulations and the standards
contained in the City's noise control ordinance. Also. statements concerning the
height, orientation. and bulk of structures, setbacks from property lines, and measures
for screening and buffering the proposed development shall be provided. At the
request of the Planning and Development Board or City Commission, the applicant
shall also state the type of construction and architectural styles that will be employed in
the proposed development.
_(10)At the request of the Planning Department. Planning and Development Board, or City
Commission, the applicant shall also submit the following information:
_(a) Official soil conservation service classification by soil associations and all areas
subject to inundation and high ground water levels.
_(b) Existing and proposed grade elevations.
_(c) Existing or proposed water bodies.
_(d) Form of ownership and form of organization to maintain common spaces and
recreation facilities.
_(e) A written commitment to the provision of all necessary facilities for storm
drainage, water supply, sewage collection and treatment, solid waste disposal,
hazardous waste disposal. fire protection, easements or rights-of-way,
roadways, recreation and park areas, school sites. and other pUblic
improvements or dedications as may be required.
n/:!(11)For rezonings to planned zoning districts. the speCific requirements for submission of
applications for rezoning to such districts shall also be satisfied. Furthermore, all
materials required for a subdivision master plan shall also be submitted.
Page 6
City of Boynton Beach
Planning and Zoning Board
LAND USE AMENDMENT AND/OR REZONING APPLICA nON
(12)Where conformance with the county's Environmentally Sensitive Lands Ordinance is
required, an Application for Alteration of Environmentally Sensitive Lands (Environmental
Impact Study) must be submitted to the Palm Beach County Department of Environmental
Resources Management (copy to City) prior to or concurrent with the submittal of the Land
Use Amendment and/or Rezoning Application to the City.
III. APPLICATION FEES
Fees shall be paid at the time that the application is submitted, according to the fees which
have been adopted by ordinance or resolution. The Planning Department will inform the
applicant as to the fees which are required. All fees shall be paid by check, payable to the City
of Boynton Beach.
IV. CERTIFICATION
(I) eNe) understand that this application and all plans and papers submitted herewith become
a part of the permanent records of the Planning and Zoning Board. (I) eNe) hereby certify that
the above statements and any statements or showings in any papers or plans submitted
herewith are true to the best of (my) (our) knowledge and belief. This application will not be
accepted unless signed according to the instructions below.
SEE ATTACHED CONSENT FORM
Date
Signature of Owner(s) or Trustee,
or Authorized Principal if property
is owned by a corporation or other
business entity.
V. AUTHORIZATION OF AGENT
~
G.44.1
ilday/Kilday
~~/t/}',9/,
& Date
Signature of Authorized A
Page 7
City of Boynton Beach
Planning and Zoning Board
LAND USE AMENDMENT AND/OR REZONING APPLICA nON
(I) (We) hereby designate the above signed person as (my) (our) authorized agent with regard
to this application. SEE ATTACHED CONSENT FORM
Date
_Signature of Owner{s) or Trustee, or
Authorized Principal if property
is owned by a corporation or other
business entity.
Page 8
City of Boynton Beach
Planning and Zoning Board
LAND USE AMENDMENT AND/OR REZONING APPLICA nON
SPACE BELOW THIS LINE FOR OFFICE USE ONLY
Review and Processing Schedule:
Date Accepted by Planning Department
Date Transmitted to City Clerk
Date Notifications Mailed to Surrounding Property Owners
Dates of Advertisement in Newspaper (rezoning and/or land use amendment)
Dates of Advertisement in Newspaper (annexation)
Date of Transmission of Departmental Review Fonns to Department Heads
Date of Review by Technical Review Committee
Date of Pre-Hearing Conference
Date of Public Hearing Before Planning & Development Board
Date of Public Hearing Before City Commission
Date of Transmission of Proposed Comprehensive Plan Amendment to Florida
Department of Community Affairs, pursuant to Florida Statutes, F.S. 163.3184 (1) (a)
Date of Transmission of Proposed Comprehensive Plan Amendment to Other
Governmental Agencies Requesting Notification, Pursuant to Florida Statutes. F.S.
163.3184 (1) (b)
Date of Receipt of Notice from Florida Department of Community Affairs Regarding
Comprehensive Plan Amendment, pursuant to Florida Statutes, F.S. 163.3184 (4)
Date of Hearing Before Florida Division of Administrative Hearings. Pursuant to Florida
Statutes, F.S. 163.3184 (5) (b)
City of Boynton Beach
Planning and Zoning Board
LAND USE AMENDMENT AND/OR REZONING APPLICA nON
Date of Hearing Before City Commission on Revised C~mprehensive Plan Amendment,
Pursuant to Florida Statutes, F.S. 163.3184 (6) (a)
Date of Transmission of Revised Comprehensive Plan Element to Florida Department of
Community Affairs, Pursuant to Florida Statutes, F.S. 163.3184 (6) (a)
Date of Receipt of Notice from Florida Department of Community Affairs Regarding
Revised Comprehensive Plan Amendment
Date of Hearing Before Florida Division of Administrative Hearings, Pursuant to Florida
Statutes, F.S. 163.3184 (7)
Date of First Reading of Ordinance to Annex
Date of First Reading of Ordinance to Rezone and Amend Future Land Use Map
Date of Second Reading of Ordinance to Annex
Date of Second Reading of Ordinance to Rezone and Amend Future Land Use Map
Date of Expiration of Zoning
Date of Expiration of Time Extension for Zoning
AGENT CONSENT FORM
STATE OF FLORIDA
COUNTY OF PALM BEACH
----------------------/
BEFORE ME THIS DAY PERSONALLY APPEARED ~ '() dn IV ]\" ~cl(. , WHO
BEING DULY SWORN, DEPOSES AND SAYS THAT:
1. He/she is the owner of the real property legally described in Attachment A;
2. Helshe 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'tj.\... day of fe I2:J 0 lJ._A IU-I ,
1999, by .A>"\drt.IA.J 01,0 c..K-. (Name of Person Acknowledg~ng)
who is personally known to me 01 ..1,01,11<1 ,..lIuJu"ed
. . .. " . . and who.aie (did not) tea
( v~ ~
( ure of Person Taking AcknowleClgment). wner's Signature
Knuth Road Assoc~ates, a'florida general
partnership, '
Owner's Name (Print)
(Name of Acknowledger Typed, Printed or Stamped)
1551 Forum Place, Suite 100
(Title or Rank)
Street Address
West Palm Beach, FL 33401
(Serial Number, if any)
City, State, Zip Code
(Notary' Seal)
Teleohone (S6b 684-1040
JANIE E ctlSTbS......
NOTARY PtlllUC STATE OF FLORIDA
COMMlS5tON NO. CC4!1!l919
MY COMMISSION EXP. ocr. 8,1999
Kilday a Associates
Landscape Architects / Planners
1551 Forum Place, Suite 100A
West Palm Beach. Florida 33401
(561) 689-5522 . Fax (561) 689-2592
E-Mail: info@kfldayinc.com
Justification Statement
Stor-All
Knuth Road and Old Boynton Beach West Road
The applicant, Stor-All Properties, Inc. is requesting a Rezoning from PCD-Planned
Commercial Development to C-I Office and Professional Commercial zoning district
together with a concurrent request for Conditional Use approval for a proposed Limited
Access Self-Service Storage Facility. The subject property is 3.50 acres in size and is
located at the southeast corner of Knuth Road and Old Boynton Beach West Road.
On December 15, 1998, the Boynton Beach City Commission approved Ordinance 98-49
which was a Comprehensive Plan Text Amendment (Policy 1.16.1) to expand the list of
allowed uses within the Office Commercial land use classification to include "limited-
access mini-warehouses". Previously, the City Commission approved Ordinance 98-31
which was an amendment to Chapters 1 and 2 of the Zoning Code to expand the
definition from self-service storage facilities to differentiate between limited access and
multi-access self-service storage facilities, to add limited access self-service storage
facilities to the list of permitted uses within the C-! Office/Professional zoning district,
and to change the design requirements, locational criteria and other development
standards for self-service storage facilities. As indicated in the aforementioned text
amendment application, the proposed use is being requested to accommodate a new type
of storage design that targets storage items such as business records and low-scale
household goods from close proximity to office uses and residential land uses. The
subject parcel is ideal as it is located within a transitional area between office and
professional businesses to the east and residential uses to the west.
As indicated on the site plan submitted with this application, the applicant is proposing a
single 2-story building totaling 86,400 square feet in size. Of this total, 85,500 square feet
will be devoted to storage area, and the remaining 900 square feet will be utilized for the
accessory rental office. The building will contain approximately 750 storage units.
Access to the site will be from Old Boynton Beach West Road with egress only onto
Knuth Road. Pursuant to a Pre-Application meeting with City Staff and discussions with
the County Traffic Division, the applicant recently submitted a Parking Lot Variance
application to the City to allow the proposed driveway on Old Boynton Beach West Road
to be located less than the City Code required 180 feet separation from the intersection of
Knuth Road and Old Boynton Beach West Road.
As mentioned above, the applicant is rezoning the subject property from a previously
approved PCD-Planned Commercial Development. The site plan associated with the
peD has since expired. The purpose of the rezoning is twofold; first, the PCD zoning
Page 1 of 4
district is primarily designed to create developments that include multiple uses and
buildings planned and developed as a whole in a single development operation or a
programmed series of development operations for commercial buildings and related uses
and facilities. The proposed development will only include one (1) building that will
allow one use. Secondly, as discussed above, the proposed use is specifically permitted as
a Conditional Use in the C-l zoning district which is consistent with the existing
Office/Commercial Land Use designation. Therefore, the rezoning request allows this
property to be consistent with the land use designation.
Response to Item II.g. of the Rezoning application:
The zoning designation requested, C-l is justified as the applicant recently underwent a
Comprehensive Plan and Zoning Code Text Amendments to allow the proposed Limited
Access Self-service storage facility as a Conditional Use within the C-l zoning district.
As indicated in Chapter 2, Section 6.F.5. of the City Code, PCD's allow all uses in
Section 6.C.1. of the zoning code. Section 6.C.1. refers to the C-3 Community
Commercial District which is not consistent with the Office Commercial land use
designation. As indicated in the City Comprehensive Plan, the proposed C-l zoning
district is consistent with the Office Commercial land use designation.
Response to Item II.h. of the Rezoning application:
(1) The C-l, C-2 and PCD Districts (C-3) allow a maximum building lot coverage of
40%. The building setbacks are least restrictive for the C-l district primarily due the fact
that the C-2 district and PCD's are generally larger more intensive developments.
(2) As discussed, the subject property is designated Office Commercial on the City's
Land Use Map. As such, in accordance with the Comprehensive Plan, with the exception
of a PCD designation, the C-l & C-2 zoning districts appear to be the only corresponding
zoning districts. For that reason the proposed rezoning to C-l is justified as the C-l
district is consistent with the Office Commercial land use designation.
(3) The applicant proposes to commence development within the timeframe permitted by
the zoning code. Due to the fact that this development consists of a single structure, no
phasing is necessary for the proposed development.
(4) The applicant anticipates approximately 2 to 3 employees on site for security and
maintenance of the proposed facility.
(5) As indicated in the C-2 District Regulations, the Retail use probably represents the
use generating the most traffic impact. A building of similar size to that which is
proposed would generate approximately 3,650 trips per day versus the approximate 225
trips per day by the proposed development. Additionally, the Retail use would have
higher a.m.lp.m. peak hour movements at the driveways. The applicant is submitting a
Traffic Impact Study with this application and a copy will be forwarded to the Palm
Beach County Traffic Division for review and approval.
Page 2 of 4
(6) & (7) With regard to water and sewer demand, professional offices would generate
substantially higher impact on the proposed development than the proposed use. A
professional office generates approximately 20 gallons per day per 100 square feet, which
would result in a total of 17,280 gallons per day. The proposed use generates 15 gallons
per day per 100 square feet. Since the accessory 900 square foot office component is the
only generator of water and sewer flow, the proposed development will generate 135
gallons per day.
The applicant is also requesting Conditional Use approval for a Limited Access Self-
service storage facility in the C-l zoning district. The proposed Conditional Use does
comply with Chapter 2 Section 11.2D. Standards for Evaluating Conditional Uses. Of the
City Zoning Code.
1. Ingress and egress to the subject property and proposed structures thereon, with
particular reference to automobile and pedestrian safety and convenience, traffic flow
and control, and access in case of fire or catastrophe:
2. Off-street parking and loading areas where required, with particular attention to the
items in subsection D.1. above, and the economic, glare, noise, and odor effects the
conditional use will have on adjacent and nearby properties, and the city as a whole:
3. Refuse and service areas, with particular reference to the items in subsection D.1. and
D.2. above:
4. Utilities, with reference to locations, availability, and compatibility:
5. Screening, buffering and landscaping with reference to type, dimensions, and
character:
6. Signs, and proposed exterior lighting, with reference to glare, traffic safety, economic
effect, and compatibility and harmony with adjacent and nearby properties:
7. Required setbacks and other open spaces:
8. General compatibility with adjacent properties, and other property in the zoning
district:
9. Height of buildings and structures, with reference to compatibility and harmony to
adjacent and nearby properties, and the city as a whole:
10. Economic effects on adjacent and nearby properties, and the city as a whole:
11. Conformance to the standards and requirements which apply to site plans, as set forth
in Chapter 4 of the City of Boynton Beach Land Development Regulations:
Page 3 of 4
12. Compliance with, and abatement of nuisances and hazards in accordance with the
performance standards, Section 4.N. of Chapter 2; also, conformance to the City of
Boynton Beach Noise Control Ordinance, Chapter 15, Section 15.8 of the Boynton
Beach Code of Ordinances:
With regard to surrounding land uses and zoning districts, to the north is the western
portion of the Boynton Beach Mall designated Local Retail on the City's Land Use map,
to the east is currently vacant land that is designated Local Retail on the City's Land Use
map, to the south is a single family home on property also designated Local Retail, to the
west across Knuth Road is the Little Dude Ranch Day Care facility.
The applicant respectfully requests approval of the proposed rezoning and concurrent
conditional use requests as the proposed use and site plan are consistent with the City's
Comprehensive Plan and complies with all property development regulations (including
landscaping requirements) associated with the C-l zoning district and the Limited Access
Self-service storage facility supplemental regulations.
Page 4 of 4
PARTNERSHIP AGREEMENT
'l'UIS AGkEEMEN'l', executed in the Town of Palm Beach, Florida,
to be effective as of thec3/dday Of~~~ ' 19fs-; between
HERBERT BROCK, ANDREW BROCK, PETER BROCK, and WILLIAM S. GRAHAM
(herein referred to as ("Partners"):
WIT N E SSE T H :
'l'he Partners desire to form a General Partnership for the purpose of
owning and operating real property situated in Palm Beach County,
Florida, to-wit:
SEE SCHEDULE "A" AT'rACHED 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, THEReFORE, in consideration of the mutual promises of the
parties hereto and other good and valuab~e consideration, the receipt 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
(50) 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 owning and
operating the Real Estate as an investment and, if deemed advisable by the
Partnership, for income producing 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 Partnership as reflected on the books of the Partnership.
5.02 If, at any time or times hereafter, capital shall be
required for carrying on the business, such capital shall be advanced by
the Partners in the same percentage as their interest in the Partnership
shall stand from time to time.
5.03 No interest shall be paid on any contributions of capital'
the Partnership, except as may be hereinafter specified.
5.04 No Partner shall withdraw any part of the capital from the
Partnership without the consent of all the partners.
5.05 No Partner shall have the right to damand or receive
property other than cash in return for his capital contribution.
5.06 If at any time the Partners shall determine that, in order
to protect or preserve real estate, additional funds are needed to meet th
requirements of the partnership, then any Partner may (but shall not be
.
obligated to) advance such funds to the Partnership as a loan, provided
that the remaining Partners approve each such loan. Each such loan shall
bear simple interest, until repaid, at the rate per annum that is made
available to the Partnership by local financial institutions as determined
by the concurrence of sixty percent (60%) of the Partners entitled to vote,
ARTICLE 6 - PROFITS AND LOSSES, SALARIES AND DRAWINGS
6.01 The profits and losses of the Partnership shall be
determined for each "fiscal year" (which shall be the calendar) of the
Partnership in accordance with the accrual or cash basis method of
accounting, as determined by the Partners, and otherwise in accordance witt
the principles and procedures applied for federal income tax purposes.
"Profits" and "Losses" as used herein include each item of Partnership
income, gain, loss, deduction and credit.
6_02 The Partners shall, except as may be, from time to time,
agreed to the contrary by the Partners, share profits and losses in the
same percentage as their interest in the Partnership stands from time to
time. The Partners shall have the following interest in the Partnership:
PARTNER
INTEREST
HERBERT BROCK
ANDREW BROCK
PETER BROCK
WILLIAM S. GRAHAM
40.5%
40.5%
9%
10%
2
~~--------
6.03 No Partner shall receive salary for services rendered to
Partnership, except as may be agreed upon by the Partnership from time t
time.
6.04 The Partners shall have such drawing and expense accounts
may be agreed upon by the Partnership from time to time.
6.05 The cash flow from PartnerShip operations (except for such
reserves as the Partnership may determine from time to time to be neceSSi
for retention by the Partnership to carryon its business) shall be dis-
tributed by the Partnership at such intervals as deemed advisable. For
purposes of this Agreement, "cash flow" means all cash received by the
Partnership from any source (including Partnership borrowings, subject 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 Partnership, normal contract payments, lease pa:
ments, reasonable reserves and other expenses incident to the business of
the Partnership), principal payments on any Partnership indebtedness in ar
capital expendidtures of the Partnership: Such cash flow shall be dis-
tributed in accordance with the following priorities:
(a) All Partners' 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 r7maining 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 Partners 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 time to time. Unless otherwise stated
herein specifically to the contrary, the Agreement, vote or consent of
the Partnership as herein required shall consist of concurrence of the
Partners owning sixty (60%) percent of interests in the Partnership
which shall be binding on all the Partners and shall constitute the
acts of the Partnership.
3
7.02 Unless otherwise stated herein specifically to the cOl1trar}
the right to 'Mnage and conduct all of the business of the Partnership,
including, but not limited to the development, construction, management,
leasing and mortgaging of the Real Estate and in general the right to
burrow money on behalf of the Partnership, shall be vested in the Partner
7.03 Each Partner shall devote so much of his time and attention
to the business of the Partnership as is necessary for the Partnership
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, herein referred to as Affiliates, may engage in
or possess any interest in other business ventures of any kind, indepen-
pently or with others, including, but not limited to, the purchase,
development, construction, lease, sale of other real property, other than
that which is involved in this Agreement, for their own account or for the
account of others. The fact that a Partner or any such Affiliate may
encounter and take advantage of opportunixiesto do any of the foregoing
themselves or on behalf of others in whom they mayor may not have an
interest, shall not subject such Partner or Affiliate to any liability to
thp. Partnership or any of the Partners on account of the loss of
opportunity. Neither the Partnership nor any Partner shall have any right
by virtue of this Agreement or the Partnership relationship created hereby
in or to such ventures or activities or to the income or profits derived
therefrom, and the pursuit of such ventures shall not be deemed wrongful or
improper.
7.05 The partnerShip shall indemnify and hold harmless the
Partners from any loss, damage, fine, penalty, expense (including
attorney's fees), judgment, or amount paid in settlement incurred by the
Partners because of any act performed on behalf of the Partnership or in
furtherance of its interests. This shall not relieve a Partner of
liability for fraud, bad faith 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
(al Endors~ any note or otherwise become surety or
guarantor (or any person or act as an accommodation party (or
any person.
(bl Borrow or lend money or make, deliver or acc~[Jt
any commercial paper.
(c) Execute any 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 Partner shall take any action prohibited by
this section, he shall indemnify and hold harmless the other
Partners against any liability the others shall incur by
reason of the prohibited action.
7.07 In the event that the partnership borrows money from
a lending institution which requires that the Partners individually
execute the Mortgage, Note or other secuiity 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 8 - BANK ACCOUNTS
8.0l 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 0
the audi t report, if any, wi thin thirty \30 I days after its complet ion.
ARTICLE 10 - ADDITIONAL PARTNERS
lO.Ol 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.
5
ARTICLE II - ASSIGNMENT AND TRANSFER
11. 01 Each Partner agrees that, except as may be approved, from
time to time by the other Partners, he shall not transfer, assign, sell,
pledge, hypothecate, or 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 (i) to another then existing Partner; or (ii) pursuant to a BONA
FIPE OFFER made by or to a party who is not then a Partner (hereinafter
referred to as an "OUTSIDER"); and (iii) in accordance with the require-
ments hereinafter set forth:
(al in the event that any Partner (hereinafter referred to
as the "SEL[.ING PARTNER") shall at any time desire to sell or
otherwise transfer all or any part of his interest to an OU1'SIDER in
accordance with the requirement set forth in section Il.Ol
subparagraphs (ii) and (iii) 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 (hereinafter referred 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 option of
each of the NON-'SELLING PARTNERS wi th 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 transferee and all terms and conditions of the
proposed transaction.
(b) Each of the NON-SELLING PARTNERS shall have, and' is
hereby granted, the absolute right to purchase his respective
"proportionate share" (as 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 PARTNER within thirty (30) days following service
of the MANDATORY OFFER upon such NON-SELLING PARTNER.
(c) In the event that any NON-SELLING PARTNER fails to
affirmatively exercise the absolute right granted to him in
subparagraph (b) above, then the other NON-SELLING PARTNERlS)
shall have, and are hereby granted, the absolute right to
purchase all, but not less than all, of the remaining interest of
the SELLING PARTNER, upon the same terms and conditions and for
the same price as contained in the BONA FlOE OFFER; PROVIDED,
HOWEVER, that written notice of such NON-SELLING PAR'rNER'S
intention to exercise said absolute right shall have been given
by such NON-SELLING PARTNER to the SELLING PARTNER within fifteen
(15) days following the expiration of the thirty (30) day period
referred to in paragraph (b) above.
ld) In the event that none of the NON-SELLING PARTNERS
exercise the absolute right granted 'to them in subparagraph lb)
above, then the SELLING PARTNER shall be entitled, during the
four (4) month period immediately fallowing the expiration of
such forty-five (45) day periOd, to sell or otherwise transfer
his interest to the OUTSIDER. Such sale of his interest,
however, shall be made only upon the terms and conditions set
forth in the BONA FIDE OFFER and only to the OUTSIDER identified
in the MANDATORY OFFER.
Ie) In the event that the NON-SELLING PARTNERlS) elects
to exercise their right under subparagraph lbl and, if
applicable, subparagraph lc) above and so notifies the SELLING
PARTNER within the time periods set forth therein, then in such
event, the Closing of such sale or transfer shall take place at
the office of the Partnership at 10:00 a.m. on the later of: Ii)
the closing date set forth in the MANDATORY OFFER, or Iii) 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 PARTNERIS) an assignment of the interest to be
sold or transferred together with such other documents reasonably
necessary to consummate the transaction.
The NON-SELLING PARTNERlS) shall thereupon tender
the purchase price or other consideration payable by him ltheml
to the SELLING PARTNER in accordance with subparagraph lbl and,
if applicable, subparagraph Ic) above.
Ig) As used herein, a NON-SELLING PARTNER'S "propor-
tionate share" of the interest being offered by the SELLING
PARTNER shall be that portion of the offered interest computed
by multiplying Ii) such offered interest, by Iii) 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.
lh) 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 given any effect by the partnership.
Ii) 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.
lj) No Partner may have or maintain an action for
partition of any of the property of the Partnership and that such
waiver of right is hereby declared to be irrevocable. The
interests of the Partners herein is personalty.
Ik) 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.
ARTICLE 12 - DEATH
l2.0l Upon the death of any Partner, the Partnership shall be
dissolved in accordance with F. S. Chapter 620 Il9801. However, the
8
surviving Partners may elect 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.
la) The Partner(s) shall have the absolute right to
purChase the interest of the decedent in accordance with the
provisions of subparagraphs (d) and Ie) 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 l2.011d) lwith a copy to the partnership). The purchase
price and method of payment shall be as determined in subpara-
graph (d) hereof. Failure to notify shall be deemed to be an
election not to purchase such interest.
(bl In the event that the Surviving Partners shall elect
not to purchase such interest, they shall so notify the aforesaid
appropriate party, as well as the Partnership, within thirty (30)
days from the date of the election set forth in Article l2.01(a)
above.
(c) Each notice of acceptance by a Surviving Partner
shall specify the amount of his or her "proportionate share"
which such Survivi~g 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 so notify the other Surviving Partners who did give timely
notice, who shall have ten (lO) 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 proportionate share. For the purposes of this
subparagraph, a surviving 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 ll.Ol
hereof. A Surviving Partner 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 entire interest of the deceased Partner,
9
a purchase price lunless voluntary ayreement can be reached by
the parties) shall be the value as finally determined for Federal
Estate Tax purposes.
(e) A closing shall take place one hundred eighty
(l80)days after the value 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 120%) 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 in Palm Beach County providing: (a) no
prepayment penalty, (b) interest payable quarterly, and lc)
principal payable in equal semi-annual installments. Such
installments of principal 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; lb) if
the principal amount of the Note is 'less than $400,000.00, then
it shall be paid in sixteen (l6) semi-annual installments; lc) if
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 secured by assets satisfactory to Seller or an
irrevocable letter of credit.
In the event that the Partnership has purchased life
insurance on the decedent for the purposes of funding this
"buy-out" in an amount equal 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 balance, 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 Iii) continue the business of
10
the Partnership as herein set forth with the estate (and
ultimately the distributees 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 prior to the death of the deceased Partner,
except that the estate of the decedent shall not be liable for
losses in excess of the decedent's interest in the partnership at
the time of his death.
ARTICLE l3 - DISSOLUTION
13.0l
The Partnership 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 affair8. The Partners shall
continue to share profits and losses dur~nq the period of liquidation
in the same proportions as before dissolution. The proceeds from
liquidation of partnership assets shall be distributed in the manner
prescribed in section 620.745 of the Florida Statutes (l98l).
13.02 If any of the following events shall occur:
(a) If'any Partner shall be the subject of a voluntary
or involuntary petition (which remains undismissed sixty (60)
days after its filing) in 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 liquidator 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 petition or motion to vacate or discharge
any order, judgment or decree providing for such appointment
11
within ten (10) days after the appointment); or
(b) If any Partner shall maKe an assignment for the
benefit of creditors or 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 620.7l(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. 620.715(1)(a)(b)(c) and (d), then such Partner shall be
deemed to have caused the dissolution wrongfully and the
remaining Partners shall have all rights provided to them in F.S.
620.745 or, in the alternative, may cause the liquidation of the
Partnership assets.
l3.03 In the event of the occurrence of an event specified in
section l3.01 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 in 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.
ARTICLE l4 - DEFAULT
l4.0l In the event any Partner fails to make any payment
required by the provisions hereof, within ten (lOl working days after
the same becomes due and payable by such Partner, then such Partner
shall be deemed to have defaulted 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 the Partnership.
12
witnin ten (10) days after the D0fault Date, each of the
t~ON-DEFAUr.TI NG PARTNBR or PARTNERS shall by wr i t ten notice to the
Partnership, signify his willingness to pay his pro rata share of the
required payment owed by the 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 PAR'fNER(S), who have sIgnified by a timely wri ting,
their willingness to pay such required payment owed by the Defaulting
Partner shall forthwith pay over to the Partnership his pro rata share
of the amount owed. Upon payment to the Partnership of such pro rata
share such NON-DEFAULTING PARTNER or PARTNERS shall thereafter require
tile following rights in and to such Defaulted Interest:
la) A lien upon such Defaulted Interest for the pro rata
amount so paid, plus interest 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 DEFAUL'rING PARTNER, plus
interest and all charges by the Partnership incurred on account
of such default. If so paid, the Parcnership shall remit to the
NON-DEFAULTING PAR:NERIS) advancing such monies, the sums due.
lb) 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 o( 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'rI NG
PARTNER'S interest less the amount of the default.
(d) The NON-DEFAULTING PARTNER(S) are authorized and
directed to issue an assignment covering any Defaulted Interest
in the event the DEFAULTING PARTNER, as seller thereof, fails or
refuses to execute a proper assignment. Each Partner does
13
hereby irrevocably appoint the then NON-DEFAULTING PARTNEHIS) as
his lawful agent and attorney-in-fact coupled with an interest
for valuable consideration to execute such assignment.
14.02 The purchase price to be paid by the PURCHASING
PARTNEH(S) who purchase a DEFAULTING PARTNER'S interest in accordance
with the provisions of Article 14 shall be paid in the following -
manner:
(a) The PURCHASING PARTNERS shall take subject to the
DEFAULTING PARTNER'S pro rata allocation of any mortgage
indebtedness encumbering the property and the PURCHASING PARTN~RS
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 of 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' fees, bearing interest at the rate of seven
percent 17%) per annum, and subject to the provisions of this
instrument, interest and principal payable in the number of equal
annual payments as hereinafter provided.
(c) Th~ Note shall be payable as follows:
Ii) -If the balance due to the DEFAULTING PARTNER
is less than $50,000.00, then the note shall provide for a
single payment at the 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.
(iii) If the balance due the DEFAULTING PARTNER is
greater than $lOO,OOO.OO, then the note shall provide for
four (4) equal annual payments.
(d) The note may be prepaid in whole or in part at
any time without penalty.
14.03 The reaminin9 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 after ten IlOl days notice herein.
14
ARTICLE 15 - AMENDMENTS
15.01 Any amendments to this Agreement shall be made in
writing and shall be attached to this original Agreement.
ARTICLE 16 - BINDING ON SUCCESSORS
16.01 This Agreement shall be binding upon and operate for
the benefit of the parties hereto and their heirs and legal representa-
eives. It shall be binding upon any transferee who has received any
interest in the Partnership, and upon the heirs and legal representa-
tives of such transferee, and 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 representatives of such person.
ARTICLE l7 - MISCELLANEOUS
l7.0l If any section, sUb-section, sentence, clause, phrase
or portion of this Agreement is, for any reason, held invalid or uncon-
stitutional by any court of competent jurLsdiction, such portion shall
be deemed a separate, distinct and independent provision and such
holding shall not affect the validity of the remaining portions hereof
which shall be enforced to the fullest extent permitted by law.
17.02 Except as otherwise provided herein, this Agreement
shall terminate and become null and void upon the dissolution or
liquidation of this Partnership.
l7.03 This Agreement shall be construed in accordance with the
laws of the State of Florida notwithstanding the residence or domicile
of any of the parties hereto now or in the future.
l7.04 Any notice required by this Agreement shall be deemed to
have been served if sent registered or certified mail, addressed to
the party to whom such notice is intended to be given, at the address
set forth above or at such other 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.
l7.06 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 provisions 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 default continues, such defaulting Partner
0' transferee thereof in violation of the provisions hereof shall not
be entitled to vote at any meeting of the Partners and the holder of
such interest shall not be entitled to any distributions in respect of
his interest.
l7.09 The parties agree that irreparable damage would be done
to the goodwill and reputation of the Partnership if any Partner
should bring an action in court to dissolve the Partnership except
where a material violation of this Agreement has occurred or as
provided for herein. Care has 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 by the court of a liquidator for the
Partnership.
l7.l0 Each of the parties acknowledges that the parties will
be irreparably damaged (and damages 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 security, and/or to a decree for specific per-
formance of the provisions of this Agreement.
l7.ll If any legal action 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 fees
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 such party or parties may be entitled.
17.12 No remedy herein conferred upon any party is intended to
be exclusive of any other remedy, 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
etatute or otherwise. No single 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 Agreement as of the date first above written.
'I . t.1I- /l
;- fi~a ~)d.C~
~(/
_~A1~
AS 0 ANDREW BROCK
WI'fNESSES:
r
c /
A?:(7~
HERBERT BROCK
p;j
!:f...tL
;;
~'.~"-
, ,. '-'~ ,
, PEn;~- ~~~~
lSEAL)
As to PETER BROCK
;I i
('~14~ JjtbC~
~ JJIl5{2~
As 0 WILLIAM S. GRAffAM
~~
WILLIAM'. G~
(SEAL)
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 ~<.' /71 ,l9?.r.
(~~n(J~
Notary PubA~Cta~~$te of Florida
My Gommlssion Explres:
1 7 tbbv PuW" Sf):. of ROli~~-
Mv (ofP,llis-.i'Jn hlJi.-~~ ('!~~(. n. 1928
,. , '
last
WITNESS my hand
aforesaid this ~ day
STAT~ Of fLOMIOA
:ss
COUNT~ OF PALM BEACH
[ HE:IH::BY Cl::I\1'H'Y that on this day, before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to take
acknowledgments, personally appeared ANOR8W 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.
WITNl':~S my hand and
aforesaid this .,$/,.0./. day of
in the County and State laBt
, 19.rS-.
lSEAL)
NO~ifl~g~~rida
At J,arge
My Commission Expires:
Hof~rv PuMi(; St,jt:: Df R!)rida
"'r Ccm..:'i;;':ll E;;t.,i~e:~ Da. 11, 1981
S"II.<('.' lllr~ l,,,~ rll;" ''':',r,,(,~... ...,.
. ,) 'r,', .~" ,.,
S'fA'fE OF I!LMIJJ Y I
L0t.s -f-,ahn.-k=? S
COUN1'~ OF PI>r.LM ~iAetl ., Y
I HEREBY CERTIF~ that on this day, before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to take
acknowledgments, personally appeared PETER 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.
WlTNESS my hand and official seal
afores~id this 2::::.. day of -E.Jn.IJ~A}'
in the County and State last
, 19&5::".
(SE:Al.1
Public, St Florida
At Larg
My CommIssion EXR'res:
CONS1ANCE GALLIN .
N tal'Y Public, Slate of New York
o No 60-4697555
Qoallfledj In ~p~~~~M';le;h ~3~1n9~:)
Camml.s on "'^
STATE OF FLORIDA )
:SS
COUNTY OF PALM BEACH )
I HEREBY CERTIF~ 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 1n
the presence of two subscribing witnesses freely and voluntarily.
'. H;EALI
and ~ial seal in the founty and State. last
of r'< r' (J , 19 ,f"j.
~_. ,J1!.~
~~c, State of Florida
At Large
My Commission Expires:
Nolary Po1/K. Slale 0' Rond.
My Commissi,. E,pire. De.. 12, 198a
'.:I"d..d Ill".. "0''' f.;lIo_ ....",.",.. Inc.,
WITNESS my hand
aforesaid this ~ day
18
~~~
AGREEMENT FOR PURCHASE AND SALE
TInS 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 oftbat certain pEel of real property ("Land")
as more particularly described on f21hj.bit 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 thereot; 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 temls and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration ofTEN DOLLARS ($10) and other good and
valuable consideration, the receipt whereof is 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, upon the terms and conditions herein set fQrth.
4) The Purchase Price shall be paid as follows: Jif1
/J~J
V
a) Within two (2) business days following the "Execution Date" (as
hereinafter defined), Purchaser shall deliver to Ruden, McClosky, Smith, Schuster &
Russell, P.A. Trost Account ("Escrow Agent") the sum ofTEN THOUSAND DOLLARS
1
1'Tl..;2719'9;S
Hovonbar 2~, 1997
encroach upon Purchaser's proposed improvements; and (ill) ~es 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); (ll) the standard printed exceptions in the Commitment for parties in possession and
unfiled liens which are customarily removable by such affidavits; and (ill) 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), final approval of a site plan of the Subject Property by all
applicable governmental 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. All 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, "final 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 final 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 cot:15ultation with Seller, promptly
proceed and diligently pursue final 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 subp~hs 6(a) and
6(b) hereof, Purchaser agrees to advise the Seller in advance of any meetings with governmental
authorities (including staffmeetings) with respect to the Subject Property and permit the Seller to
be present at such meeting(s).
c) Purchaser shall have ninety (90) days from the "Execution Date" (as
hereinafter defined) ("Inspection Period") to conduct such investigations and make such tests
3
P'l'L,27U59,5
lf0V8mber 2"., 1997
, '
.0
($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 l'ltTEEN THOUSAND DOLLARS ($15,000), which Additional Deposit
shall be held and disbursed in the same manner as the Initial Deposit.
c) Following the satisfilction 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 tQe amount of FIFTEEN TIiOUSAND 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 (l0) 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 AL T 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
(10) 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 co=ence 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. It: 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 I 5(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 co=on to the subdivision which will not
2
P'l'L:2'719nt5
NOve~r 2~. 1997
on and with respect to the Subject Property as Purchaser shall desire to detem1ine that
Purchaser is satisfied with any and all matters concemirig 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 "i'y.optiate.
~ 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. It: 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 canceled 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 harmless 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 termination 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 pennits 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 if all Conditions Precedent shall not
have been satisfied or waived by Purchaser within one (1) year following the Execution Date.
Should this Agreement be canceled 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 pennitted, 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'TIt;271969:5
N~mber 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 governmental
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 condP.lTlnation 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 Permitted 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
sha1l 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 Intema1 Revenue Code of 1986, so as to require the withholding of any portion of the
Purchase Price for Federal income tax purposes, 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, h8zardous 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
P'I'L,27U69,5
5~mb.r 2t! 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
con1ractOrs 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 delivety of the warranty deed, as well as the execution and p{I
delivety of all other documents required pursuant to this Agreement and the payment of all sums /[}.J)-
required to be paid) shall take place on the earliest of: (i) the 3115th day following the Execution"
Date (subject to one extension per paragraph 10(b) below), Unless this Agreement shall have
been sooner termin~ted 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 con1ractOrs in connection
with the Contemplated Use, or (ill) one hundred twenty (120) days following the ~ 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 shall take place at the offices of Escrow
Agent in Fort Lauderdale, Florida, or such other location mutually acceptable to the parties.
6
\ITL,271959:S
50vembar 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
nmUSAND 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
Hi) 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 work 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,271969,S
.~mbar 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 amoimt 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 Seller.
13)In the event of the commencement of any condemnation or eminent domain
proceedings for any public or quasi-public purpose 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 thereofto 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 hilving been true and correct in all
material respects on the date hereof and on the date of Closing.
15) (a) If Purchaser shall default in the payment of the Purchase Price lJr 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 othe1Wise 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:271969:S
NOYember 2t, 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 title to the Subject Property subject only to the Permitted Exceptions, or (ii) Seller
shall have failed to comply with any other tenn, 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 untroe, 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 title 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,
receiving 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 shall 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 shall
be in writing and sent to the parties as hereinafter provided, certified mail, return receipt
requested, postage prepaid. Unless otherwise specifically provided herein, said notices shall be
effective on the day such notice is deposited in the United States mails.
9
l'T1,,27UU,5
November 24, ~9'7
Notices as to Seller shall be sent to:
Knuth Road Associates
1551 Forum Place, Suite 100
West Palm Beach, Florida 33401
and a copy to:
Levy Kneen, et aI., P .A.
1400 Centrepark Blvd.
West Palm Beach, Florida 33401
Attn: David J. Wiener, Esq.
Notices as to Purchaser shall be sent to:
Stor-All Properties, Inc.
1375 West Hillsboro Boulevard
Deerfield Beach, Florida 33442
Attention: Jeffiey Anderson
and a copy to (and notices to Escrow Agent):
Ruden, McClosky, Smith,
Schuster & Russell, 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 provision. 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, th~ 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 will 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 harmless 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 FIVE
10
PTL:27UU:5
November 24: 1997
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 indP.l11nifY and hold the Seller harmless from any claim
by Stor-All Realty & Property Management, Inc. for a commission with respect to the Subject
Property. The provisions of this Paragraph shall survive the Closing.
19) This instrument shall be govemed by and enforced and construed under the laws of
the State of Florida
20) Purchaser named herein sba11 have the absolute right and power to assign its interests
in this Agreement to Stor-All, Ltd., or any entity "ffiHMPil with Stor-All, 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 form thereof and the singular form of
any nouns and pronouns herc;in may be deemed to mean the corresponding plural form thereof
and vice versa. 011
I(}.~J- I
22) The Execution Date shall be the date this A~ent 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 constnJed 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, Pmchaser is pmchasing 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'rId'l9U,S
November 2t~ 199'
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 Al!ent. 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 ~fEscrow 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
rrL:271969:S
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 long
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 finally
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
ill) Interplead the sums in controversy into a court of competent
jurisdiction after deducting therefrom its filing fees, expenses and legal fees incurred in
tiling 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.
t) Escrow Agent shall not be bound by or charged with notice of any
transfer or assignment 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
rrlo.2719U.$
Rovember 2~. 1997
Sent b~:RUDEN M~CLOSKV 18FL Feb-05-99 02:37PM
frOM 9547644996+954 426 1108
paq. 2/ 2
RUDEN
M CCLCl!ilKY
SMITH
SCHUSTER &
RUSSEL.L., P.A.
~oo EAST e~OWAAD BOUlEVAIlO
FORT LAUDE~D^LE, FLORIDA 33301
POST OFFICE BOX 1900
fORT LAUOERDAU, flORIDA 333DA
Al"TOlitlb is j.1 LI W
195-41 7_
FAX: (954) 76404996
WRITER'S DIRECT DIAL NUMMJl, 19541 527.241 S
E-M.\II.: MKSORUDEI'I.COM
February 5,1999
The City of Boynton Beach
100 East Boynton Beach Boule lard
Boynton Beach, FL
33424
Re: Stor-AII Properdes, Inc. pure/lase/rom Knuth Road Associates;
Our File No.: J '492-83
Dear Sir or Madam:
Based solely upon our rt.view 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 opi1lion that fee ~imple title is vested in Knuth Road Associates, a Florida general
partnership.
SinCCT:'ely,
RUDEN, Me SKY, SMlTIi,
& RUSSELL, f.A,
Mark K:'$, merstein
CC: Jeffrey Anderson
Sent b~:RUDEN McCLOSKY 18FL reb-03-99 11:53aM
,121140 F"EB 03, 1999 Ill: CHI" ?/TICOR TITLE ml'<<): 9S4-917~40'1
frOM 9547644996+954 426 1108
pa<;e ...l..!....l...-..
.:33761 PAGE: 2/3
@
CIoiICAGO TIT~ INSURANCE COMPANY
UPllATE S'TAllJS OF AGENTS' TITU; REPORT
Agent Fila No.: 1149~-a3
Our File No.: 309900aOO
To:
Ruden, KcC1Q8ky, smith, S"lu1a..er Ii Rllaaell, iI.A.
200 Baet Broward Blv~., P.O. Box 1900
Ft. Lauderdale, l"lcricl& 33301
UtilI Valerie Ja.oooa
EfFECTIVE DATE OF LAST PRIOR TInE REPORT:
December 5, 1997 at a.oo a.~.
EfFECTIVE DATE OF THIS UPDATE TITLE REPORT:
Januou:y :IS, 1"9 at 8;00 a./II.
The RellO" on Status of TItle florn 1he effective date of the '011 prior litle Report ha5 been continued.
MAITERS APPEARING OF RECORD SUBSEOUENT TO THe LAST PRIOR Tm.E REPORT:
....""....lIlI JI'01lHIl or UCORD
This update supplements the lll'llviDUI Status of 1111e Repo" to you. No, 309900600.
THIS REPORT IS PROVIDED FOR THE SOLE PURPOSE Of THE ISSUANCE OF A CHICAGO TITlE
INSURANCE COMPIUIY POLICY av 1l:1I.'!ADDRESSEEASAUTHORlZED BY TflECOIW'ANY. CHICAGO
TITLE INSURANCE COMPANY DISCLAIMS LJABluTY TO THEADORESSEE OR ANY OTHER PARTY IN
THE EVENT THIS REPORT IS USED FOR A pURPOSE OTHJR THAN AS STATED.
CHICAGO TITLE INSURANCE COMPANY
ROsanne Laf~rlere
flUe T.chnician
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".Im..,. ,'"du"i,,' .../,IrI')O j) 11136 N. Congress Ave.. West Palm Beach, FL 331101
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TRACT q8 LESS South 128.$ feet thereof according to the Palm Beach-
Miami Land and Development Company Plat of Subdivision of Seetlon
19, Township 4$ South, Range .43 East, recorded In Plat Book 7.
page 19, Public Records of Palm Beach County. Florida,
,'j..,
SUBJECT TO a First Purchase Money Mortgage of even .date herewith
In the original principal sum of $$13,32$.00, given by Herbert A. .
Brock, Andrew Brock, Peter Brock. and William S. Cr~ham, Ceneral
Partners of Knuth Road Associates, a Florida Ceneral Partnership.
.;
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LOCATION MAP ~
NOT TO SCALE NORfH
.
",
AMENDMENT TO AGREEMENT
FOR PURCHASE AND SALE
TIllS 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 N E SSE T H:
WHEREAS, Seller and Purchaser entered into that certain Agreement for Purchase and Sale
dated December 2, 1997 for certain property situated in Palm 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 sum 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:
1. The recitations heretofore set forth are true and correct and are incorporated herein by this
reference.
2. Terms not otherwise defined 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.
1
FTL:22S300:4
7. Except as specifically modified hereby, the tenns 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:
~RTIES.INC.
I
Date: ,J.,j tfI,
I I
.J.P.
.1998
SELLER:
KNUTH ROAD ASSOCITES, a Florida general
partnership
ANDREW BROCK., General Partner
Date:
.1998
2
FTL:228300:4