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APPLICATION . l ..- . PROJECT NAME: BJ's Wholesale Club (Rezoning) LOCATION: SW corner of Boynton Beach and Winchester Park Road COMPUTER ID: 64-000001 PERMIT #: I FILE NO.: REZN 00-002 II TYPE OF APPLICATION: Rezoning I AGENT/CONTACT PERSON: OWNER/APPLICANT: University of Florida Roscoe L. Biby, P.E./Kimley-Horn & Foundation, Inc. a Florida corporation and Associates, Inc. University of Florida foundation, Inc. a Florida PHONE: 561-562-7981 Corporation, as Trustee FAX: 561-562-9689 PHONE: N/ A ADDRESS: 601 2rt Street, Suite 4000, Vero FAX: N/A Beach, Florida 32960 ADDRESS: N/ A Date of submittal/Projected meetine dates: SUBMITTAL / RESUBMITT AL 08/08/00 1 ST REVIEW COMMENTS DUE: N/A PUBLIC NOTICE: N/A TRC MEETING: N/A PROJECTED RESUBMITTAL DATE: N/A ACTUAL RESUBMITTAL DATE: N/A 2ND REVIEW COMMENTS DUE: N/A LAND DEVELOPMENT SIGNS POSTED N/A (SITE PLANS): PLANNING & DEVELOPMENT BOARD -19/24/00 - ldltloo MEETING: CITY COMMISSION MEETING: 1~ \ \ 1',; 60 COMMENTS: This is the Rezoning file of the New Site Plan for this project that also has a Code Review. J :\SHRDA T A \Planning\SHARED\ WP\PROJECTS\BJ's Wholesale Club (Rezoning)\PROJECT TRACKING INFO.doc ~=n Kimley-Horn and Associates, Inc. August 8, 2000 047224002 . Suite 400 601 21 5t Street Vera Beach, Florida 32960 Mr. Michael Rumpf Planning and Zoning Director City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 RE: BJ's Wholesale Club Boynton Beach Boulevard PCD Rezoning Application Justification of Zoning Request Dear Michael: The property in consideration is currently zoned PCD and was formerly approved for 120,000 square feet of commercial development but the attached Master Plan has expired. See attached letter dated May 15,1998 from the City of Boynton Beach to Kilday & Associates regarding the Boynton Beach Planned Commercial Development. We are applying for a rezoning to PCD with a new Master Plan proposing 124,987 square feet of commercial development. The current property zoning is suitable for the proposed development and there are no proposed changes to the land use designation. Please contact me at 561/562-7981 with any questions or concerns you may have. Sincerely, KIMLEY-HORN AND ASSOCIATES, INe. ~bY'P.E' Principal Attachment cc: Peter Hopley Via Facsimile 508/651-6228 Mark Hebert 508/651-6228 Joel Kopelman 954/983-7021 Joe Lelonek 5611478-5012 . TEL 561 562 7981 FAX 561 562 9689 [G :\47224002\ Wp\Corresp\Rurnpf2.doc ]cdr Suite 400 601 21 st Street Vera Beach, Florida 32960 ~=n Kimley-Horn and Associates, Inc. TEL 561/562-7981 FAX 561/562-9689 Transmittal Date: August 8, 2000 Job. No: 047224002 Boynton Beach PCD (BJ's Wholesale Club) Federal Express - Priority o Under separate cover via the following items: o PrintsiPlans o Samples o specifications 0 Change Copies Date No. Description 2 1 Land Use Amendment I Zoning Aoolication 2 2 Site Plan Review Aoolication These are transmitted as checked below: ~ For your use 0 Approved as submitted D Resubmit o copies for approval 0 As requested 0 Approved as noted 0 Submit o copies for distribution 0 For review and comment 0 Returned for corrections 0 Return o corrected prints Remarks The enclosed applications have the original signatures and are to be included with the submittal made on August 8. 2000. Engineering Planning and Environmental Consultants [G:\4 722.\002\ Wp\Corresp\Lewis.doc ]kjh Copy to Chris Ralph Signed -.. __I __~_ ~I.-~ __..........-.JI-'V......,J uu II' I WI.., .Dt:..Hvn r CJt L rHUC UL APPLICATION ACCETABL~~-L)A IE: 8/8/00 R~CEIVEq f3Y STAFF ~~MBER: FEE P.AIO;~)() .!J:) - RECEIPT NUM6ER: . ~~~6~ CITY OF BOYNTON BEACH, FLORIDA ~H tPezfJ- (D-(X)~ PLANNING & ZONING BOARD LAND USE AMeNDMENT AND/OR REZONING APPLICATION This applh::stioo mU$t be tilted out completely and accurately and submitted, together with the materials listed in S.ctioo If below, In two (2) copi(Js to the Planning Oeparbnent. Incomplete applicatlQo$ will not bf)! pro.e.esse~. 1. PrQj~c;t Name: Boynton Beach Boulevard ~_.. t'2 e \~ :~ ~r~~:c a~ PLEASE PRINT LE~leL Y OR TYPE ALL INfORMATION. I. ~~J"lIERAL INFOR~ar'ON 2. Type of Application (coeck one) x a. R6?;Oning only b. L~md Use Amendment OnlY ~. l,.(:lnd Use Amendment and Rezoning ~, Date this appliestlon is acx:epted (to be filled out by Planning Department): 4. Applicant's Name (person or Business entity in whose name this application is made): Birchwood l.~oX?ton, L.L.C. 1001 NW 62nd Street, Suite 320 l'"brt. .Ufuaerda:le-;-"FL 33309' . Address; (Zip Code) Phone: 954/772-5320 F~: 954/772-9889 5. Agent's Name (person, if any, representing applicant): Roscoe L. Biby, P.E., Kimley-Horn and Associates, Inc. 601 21st Street, Suite 400 Vero Beach, Fl 32960 (Zip Code) Address: Phone: 561/562-7981 FAX: 561/562...9689 047224002 8/3/00 07/31/00 MON 17:39 [TX/RX NO 6705J Plannffig and Zooing Board LAND USE AMENDMENT AND/OR REZONING APPLICATION 15. Proposed Land Use Category: 141 retail sales and services, 142 wholesale sales and service 16. Intend~d Use of Subject Parcel; Construct a lOB,1532 sf BJ ~ s__~.1esale Club stor~,. a 4,875 sf Southtrust Ba~, apd_ two retail/restaurant outparcels. 17. Developer or Builder; Birchwood / Boynton, L.L.C. ;.JO.1.~t;J04:;"):J DUYI'II UI'I Dt:.I-\I....t1 t" & L t"I-\\;It:. ~:J url~~/~UUU ~I.~~ City ofJJoynton Beach Planning zmd Zoning Board LAND use AMENDMENT AND/OR REZONING APPLICA nON (5) If the applicant is a corporation or other business entity: the name of the officer or person responsible for the application, and written proof that said person has the delegated .al)thOrlty to represent the corporation or other business entity, or in lieu thereof, wntten proof that he is in fact an officer of the corporation. J d, A sealed boundary survey of the subject parcel by a surveyor registered in the State of Florida dated ~Qt more than six (6) month$ prior to the date of submission of the application, at a scal~ prescnbed by the Planning Department, and containing the following information: Le. j f. l..g, {h. _(1) An accurate legal description of the subject parcel. _(2) A computation of the total acreage of the subject parcel to the nearest hundredth (1/100) of an acre. _(3) A tree survey! whioh conforms to the requirements of the City of Boynton Beach Tree PreservatiQn Ordlnanca. (Also refer to Page 6, Sec. " h.(12) of this application if proPfitrty is occupied by native vegetation.) This requirement may be waived by the PI~nnln9 Director where found to be unrelated to the land use or zoning issues involved with the application, 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. 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 QccLJratQ, Notification of surrounding property owners will be done by the City of Boynton Beach. 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. A statement by th61 applicant justifying the zoning requested, including reasons why the prQPer1y i$ I,Jn$l)it~bl~ for development under the existing zoning and more suitable for development under the proposed zoning. A comparison of the impacts that would be created by development under the proposed. zoning, with the impac;:t$ th~t WQI,do I;l~ 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 compari$on of th~ pot$ntial 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. _(3) Propo~ed timing and phasing of the development. 07/31/00 MaN 17:39 [TX/RX NO 6705) DLlTI....'U..... DCHt..Jn r 6! L .......;11::. tJO City of Boynton Beach Pl<mnlng and Zoning Boord LAND USij AMENDMENT AND/OR REZONING APPLlCA 110N ~(4) For propo~ed zoning of property to commercial or industrial districts where the area of the sUbject parcel ~xceeds one (1) acre, projections for the number ~f employees. j (6) A comparison <;>f traffio which would be generated' under the proposed zoning or developm~nt, 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 complJe$ with the Municipal Implementation Ordinance of the Palm Beach County Traffic Performance Standards Ordinance. (~) 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 and/or 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 C!ty'~ 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 and/or rezoning, in order to allow for timely processing of the application and review by Palm Beach County. However, if it is the de&ire 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 "a" above shall be followed. NOTE: Failure to submit traffic Impact analysis In the manner prescribed above may delay approval of tIl. ~ppll(:.tlon. ~(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 $t~nc;:lards are justified by a registered engineer. Commitment to the provision of imprQvf;!ments to the water system shall also be included, where existing facilities WQl)ld be Inadequate to serve development undQr the proposed zoning. _(7) For parcels larger than one (1) acre, a comparison of sewage flows that would be generated under the proposed zoning or development with that which would be generated under the existing zoning. Sewage flows shall be estimated using the standards adopted by the Palm Beach County Health Department for estimating such flows, unless different standards are justified by a registered engineer. Commitment to the provision of improvements to the sewage collection system shall also be included, where the existing facilities would be inadequate to serve development under the 07/31/00 MON 17:39 [TX/RX NO 6705] Url~~ILUUU ~I.~J ..,JO.1...:t(;""JOL~;J OUTI'i I UI'i Oc,H.....n r 6l L rH\:lc, Of City of Boynton Beach Planning and Zoning Soard ~!\ND USE AMENDMENT AND/OR REZONING APPLICA nON pr~PQ~ed zoning. =-(~) For. proposed res~d~ntial dev~lopments I~rger than one (1) acre, a comparison of the proJeete;d population under the propose(:J zoning or development with the projected populatu;m under the existing 20ning, Population projections according to age groups for the proposed development ~ha" be required where more than fifty (50) dwellings, or 50 sleeping rooms in the ~~~ of group hou$ing, would be allowed under the proposed ~Qn;n9. . _(9) At th~ r~ql)est of the Planning Department, Planning and Development Board, or City Commil?sIQn, the eJPplicant shall alsQ submit proposals for minimizing land use conflicts with surrounding pro~l1ie$, The appU~ant shall provide a $ummary of the nuisances an(:l hazards associated with development under the proposed zoning, as well as prQPQ.$~!s for mitig~tlon of $uch nuisances and haz.ards. Such summary shall also include, where eppli~bte, exclusion of particular uses, limitations on hours of oper.;::ttion, proposed location of loading areas, dumpsters, and mechanical equipment, !Qcation of drjvew~ys and service Qntrance, a.nd specifications for site lighting. Nuj~umee~ and h~?:~rd$ $.hafl be abat~d or mitigated so as to conform to the performance stand~rds contained in the City's zoning regulations and the standards contillned in the City'$ noise control ordinance, Also, . statements concerning the height, ori~nt8tlon, ~nd bulk of structures, setbacks from property lines, and measures for scr~enin~ a.nd 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 tyP. of wnstructlon and architectural styles that will be employed in tho proposed development. _(10)At the reql)e~t ofthe PI~nl1in9 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. _Cb) EXi$ting and propo$ed grade elevations. ExiGting or propo$ed water bodie.s. Form of ownership and form of or9~niz;at!on to m~intajn ~ommQn spaces and recreation f~cmties. 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 improvem~nts or dedieation~ as may be required. _(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. _(c) _Cd) ~(e) 07/31/00 MON 17:39 [TX/RX NO 6705J [R6R9 ON XN/X~] LT:TT ~n~ OO/RO/RO "'. cayatBa-,J*1ff .... " ~-~ JAID UII& ~ AJIIWJaUIUNDfG APJ1UCATIOM (tt)tNh...h.._n_noe......~B._..._ ..~ .....,Cl... Ie ............, '-"'~ft'" _.6J111 LT ... ~._.., &ell..". l_ A_ ...~--- .....1IUdIt ftMt".........,........ ~ a.p_'I~ ""a.~ ........... ...,.. CIIf) ...,............. ..... -.. unci U-MlMdmIIIt.... .......,...J.r. ...car. IU. _ Fe." .. ... .& .. .. ..... ... JIf In .. ..... J. .....,. .. .... ..... ftava ... ....... W ...... ~,..... ". ~.. ......... ~fm" 11111'.- ....... ............ ,.,.............,..... PI'JII* ...car ef""'I~- . IV. A-; ~ ~.;: l1'.,,, - ,.~., O)~ wAAlMJd "'_"l.lHI_"~'" ~..... .MRl.... = 1lI'_ ... fII....... ..I..."......... ...a.-. aiM. lD (Wt).......~... .....na ............, l1JllJM111i Dr ....... ~ .......-........... t .... ..... to.. ..." 0lIl) ~ ..... ... -. ,. ...--u..... .....- .- )tpIIId "'.II.... ~....tD""''''' a.raw. n af ~lort" ~CIU1lclat1. . arl BY: ITS. Director of Rea ......:1 o..vn.t.) .,..,.... QI'~ Pm.' If..'" Is ....,.". ~ar... ...... enUtJ. DAD: '0-4--0-0 Y. ~utMORI7A1]gN mr 4ftIIN'r ~ _/)ft " . ..... L. tibr. -...z. . eta IOQ DU eT,. ~",......, 17UJ ~10 'ON dT,31/0a IaN 17:31 I~ ~o 810" .l:;t.d .~ 'I ~ lc:st ~ 6896 C9S 19S ~ .~.d '3HJ~~1 ~ ~3a30~HJS 171:11 00/80/80 .'"',- ~--- Conunitment No. File Number: FM796858 Customer Reference No. 608.012 Exhibit "An Legal Description PARCEL 1: Lots C, D and E, LESS existing State Road Right-of-Way, Block 4; Lots C, D and E, LESS existing State Road Right-of-Way, Block 5; Lots A, B, C, D and E, Block 28; Lots A, B, C, D and E, Block 29, PALM BEACH FARMS CO. PLAT NO.8, according to the Plat thereof on file in the Office of the Clerk of the Circuit Court in and for Palm Beach County, Florida recorded in Plat Book 5, page 73, said lands situate, lying and being in Palm Beach County, Florida. AND The 30.00 foot Road Right-of-Way lying in Palm Beach Farms Company Plat No.8, as recorded in Plat Book 5, page 73, of the Public Records of Palm Beach County, being described as follows: Bounded on the North by the South Right-of-Way line of Boynton Beach Boulevard (S.R. 804), bounded on the East by the West line of Lots C, D, E, Block 4 and Lots A, B, C, D, E, Block 29, bounded on the \Vest by the East line of Lots C, D, E, Block 5 and Lots A, B, C, D, E, Block 28 and bounded on the South by the Easterly extension of the South line of Lot E, Block 28, all lying in Palm Beach Farms Company Plat No.8. The above Legal to be amended at a later date. PARCEL 2: The interest of the insured in and to the Easement(s) as contained in the Operating Agreement between BJ's Wholesale Club, Inc., a Delaware corporation and BWING, L.C., a Florida limited liability company dated and recorded in Official Records Book , Page , of the Public Records of Palm Beach County, Florida, over and across the following described parcel: Legal to be determined. '~, .. ...<<> \ ~=~ Kimley-Horn and Associates, Inc. August 7, 2000 047224002 tm~[t - O Q --',:'-'-'----... ,. -..---- ~:.r; . . ....:1 ~ '~.;;I R - . .~- ""- ~~i IS - I Suite 400 ; r: - 8;?!il7 ~~2;:~~~". "'--P;-,:.. ~. C~j/ 32960 Via Facsimile 561/375-6090 ~r.~ichaelItumpf Planning and Zoning Director City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, FL 33435 .~~~,~\ RE: BJ's Wholesale Club Engineers Drainage Certification Dear Michael: This letter will serve as my certification that the stormwater management system proposed for the above referenced project will be designed in accordance with the City of Boynton Beach Land Development Code Chapter 6, Article N, Section 5, South Florida Water Management District Basis of Iteview Volume N, Lake Worth Drainage District and the Florida Department of Transportation rules and regulations. CERTIFIED THIS 7th DAY OF AUGUST, 2000, KIMLEY -HORN AND ASSOCIATES, INC. ~b~ Florida Itegistration No. 34789 . TEL 561 562 7981 FAX 561 562 9689 r G :\47224002\ W p'.Rei'orts\EngCert.doc ]kjh ~=n Kimley-Horn and Associates, Inc. August 8, 2000 047224002 r: W~ ~.-, fn ~ l ,; . Suite 400 601 21 st Street Vero Beach, Florida 32960 fD)~[~~ D ~..u,,_ I I ! ;'i' I Mr. Michael Rumpf Planning and Zoning Director City of Boynton Beach lOO E. Boynton Beach Boulevard Boynton Beach, FL 33435 , --' RE: BJ's Wholesale Club Boynton Beach Boulevard PCD Rezoning Application Justification of Zoning Request Dear Michael: The property in consideration is currently zoned PCD and was formerly approved for 120,000 square feet of commercial development but the attached Master Plan has expired. See attached letter dated May 15, 1998 from the City of Boynton Beach to Kilday & Associates regarding the Boynton Beach Planned Commercial Development. We are applying for a rezoning to PCD with a new Master Plan proposing 124,987 square feet of commercial development. The current property zoning is suitable for the proposed development and there are no proposed changes to the land use designation. Please contact me at 561/562-7981 with any questions or concerns you may have. Sincerely, KIMLEY-HORN AND ASSOCIATES, INe. ~~ Principal Attachment cc: Peter Hopley Via Facsimile 508/651-6228 Mark Hebert 508/651-6228 Joel Kopelman 954/983-7021 Joe Lelonek 561/478-5012 . TEL 561 562 7981 FAX 561 562 9689 [G :\47224002\ WplC orresp\Rumpf2.doc]cdr ;~. ~~r"'" --"1 ~ ~ -. \ ~l ;_ \~l\ ::~~::;:~h, FL 33425-0310 \""" _, ' 'We ",,,,,,d',,gyo" · ~~~ [2] Attached D Shop Drawings D Other: ~=~ Kimley-Horn and Associates, Inc. Transmittal Date: August 8, 2000 Suite 400 601 215t Street Vera Beach, Florida 32960 / liUl~r::, / 1.';J. - L:--- ~. I.i jj &,. ,. '. ~ ."- -"--'~~i Job. No: 947224002 TEL 561/562-7981 FAX 561/562-9689 BJ's Boynton Beach Planning and Zoning Division To: City of Boynton Beach Department of Development 100 East Boynton Beach Boulevard Hand Delivery D Under separate cover via the following items: [2] Prints/Plans D Sarnples D specifications D Change Copies Date No. 2 1 2 2 2 3 2 4 2 5 2 6 2 7 2 8 2 9 10 Description Ci Si ned / Sealed Bounda Certified List of Pro e Owners Affidavit Palm Beach Coun Check No. 164497 in the amount of$1,500.00 Rezoning Fee These are transmitted as checked below: [2] For your use D Approved as submitted D Resubmit D copies for approval D As requested D Approved as noted D Submit D copies for distribution D For review and comment D Returned for corrections D Return D corrected prints Remarks Engineering Planning and Environmental Consultants Signed f~M W7 Christopher D. Ralph Copy to Mark Hebert Peter Hopley Joe Lelonek Rocky Biby [G:147224002\ Wp\CorrespICityBB] _doc lkjh BIRCHWOODIBOYNTON, LLC 1001 N. W. 620d Street Suite 32 W r~' Fort Lauderdale, FL 33309 D r'-' ~... I ' I ' L_. '.~l~@ . -.-,.j AUTHORIZATION FORM I, S. Martin Sadkin of Birch wood / Boynton, LLC, hereby authorize James Nobil of Birchwood / Boynton LLC., to represent our business entity in the process of obtaining any and all jurisdictional agency permits in conjunction with our project located in Boynton Beach. _~~A~ S. Martm Sadkm Birchwood / Boynto~ LLC. Accepted: }J; ~~ J es Nobil Birchwood / Boynton, LLC. Notary Page Birchwood / Boynton, LLC The foregoing instrument was acknowledged before me this 1"'t'ldayof August, 2000 by <.) m4,fjritlJltvktiJ of Birch wood / Boynton, LLC., who is personally known to me and did not take an oath. NOTARY PUBLIC: C}~~V P1l8(': OEANNE M. ROSS ~ ...A.... ~COMMISSION#CC667613 ~A.8 EXPIRES JUL 29,2001 7~ w~ IlONDED THRU OF t\l ATlAllmC BONDING CO., INC. ~rW0-mk~ ature The foregoing instrument was acknowledge before me this Y t1 day of August, 2000 by \ / /YI1U /UtJB/L of Birch wood / Boynton, LLC., who is personally known to me and did not take an oath. NOTARY PUBLIC: ~fUl ~'IJl Kdt;J 1 ature ~~~V P1I8 OEANNE M. ROSS ~:&~COMMISSION # CC 667613 ~ ~ EXPIRES JUL 29, 2001 BONDED THRU OF t\l ATlANTIC BONDING CO., INC. . ..... AGREEMENT FOR PURCHASE AND SALE This Agreement for Purchase and Sale, is made and entered into by and between BIRCHWOOD BOYNTON LLC, a Florida limited liability company (hereinafter referred to as the "Purchaser") and MICHAEL A. SCHROEDER, TRUSTEE, having a mailing address at One Boca Place, Suite 319 Atrium, 2255 Glades Road, Boca Raton, Florida 33431 (hereinafter collectively referred to as the "Seller"); WHEREAS, Seller is the Buyer under that certain Contract for Sale and Purchase (the "Contract") between Seller and the University of Florida Foundation (the "Master Seller"), as seller, a true and correct copy of which is attached hereto as Exhibit "A" and made a part hereof; and WHEREAS, the real property which is the subj ect contract is located in Boynton Beach, Palm Beach County, and is legally described therein. of the Florida NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser, intending to be legally bound, hereby agree as follows: WIT N E SSE T H: 1. DEFINITIONS. The following terms as used herein shall have the following meanings: 1.1 "Agreement" this instrument, together with all exhibits, addenda and proper amendments hereto. 1.2 "Approval" - Site plan Approval by the Boynton Beach City Commission. 1.3 "Closing Date" - the date which is the earlier of (i) ten (10) days following issuance by the City of Boynton Beach of a building permit for any improvements to be constructed on the Property; (ii) forty-five (45) days following Purchaser's obtainment of the "Approval" as defined in subsection 1.2 above; or (iii) July 1, 2000, unless extended by the terms of this Agreement, or by mutual written consent of the parties. Should the Closing Date fall on a date in the month of December, Seller may extend the closing to a date not later than the following January 5th. 1.4 "Contract" that certain Contract for Sale and Purchase between The University of Florida Foundation and Seller, a copy of which is attached as Exhibit "A". 1.5 "Current Funds" - wired funds through the federal reserve system, a cashier's check, or a check drawn against the trust account of Purchaser I s attorney, provided the checks are drawn on a bank or savings and loan having offices in Palm Beach County, Florida. 1.6 "Deposit" - The Initial Deposit, Second Deposit and all amounts paid by Purchaser as earnest money deposits hereunder, together with all interest, profits and accumulations earned or accrued thereon, 1.7 "Due Diligence period" - the period commencing on the Effective Date and ending on January 30, 2000, during which Purchaser shall conduct all due diligence investigations Purchaser deems necessary or appropriate including, without limitation, with respect to environmental, title, survey, soils, concurrency, governmental regulation, zoning and land use matters, 1.8 " Effective Date" the effective date of this Agreement shall be the date upon which the Purchaser, and Seller have executed and delivered this Agreement. 1 , 9 "Escrow Agent" Larche, P.A., One Boca Place, Boca Raton, Florida 33431, The law firm of Schroeder and Suite 319-Atriuffi, 2255 Glades Road, 1.10 "Permitted Exceptions" - those exceptions set forth on the title insurance commitment which are not obj ected to by Purchaser pursuant to Section 8 hereof or subject to which Purchaser agrees to accept title to the Property and real estate taxes for the year in which the closing takes place. 1.11 "Property" the property to be transferred and conveyed to Purchaser under the Contract and which is described on Exhibit "A" hereto. 1.12 "Purchase Price" the amount to be paid by Purchaser to Seller for the purchase of the Contract pursuant to Section 3, 1,13 "Real Property" - shall have the same meaning as the "Property" . 2, SALE AND PURCHASE. In consideration of the mutual covenants herein contained, and other good and valuable consideration, Seller agrees to sell, convey, assign and set over the Contract to Purchaser and Purchaser agrees to purchase and assume the obligations of Seller under the Contract on the terms, covenants and conditions hereinafter set forth. 3. PURCHASE PRICE AND METHOD OF PAYMENT FOR CONTRACT. 3.1 Purchase Price. The purchase price for the Contract shall be Three Million Nine Hundred Eighty-Three Thousand Two Hundred Fifty Dollars ($3,983,250.00) plus the amount of any credit against the purchase price under the Contract for earnest money deposits previously paid by Seller (the "Purchase Price") . 2 3.2 Payment of Purchase Price. 3,2,1 Initial Deposit. The amount of Twenty- Five Thousand Dollars ($25,000.00) in current funds shall be delivered to the Escrow Agent within ten (10) days following the Effective Date of this Agreement as the initial deposit ("Initial Deposit") , The Deposit (and all payments on account thereof), together with all accrued interest thereon shall be a credit to the Purchaser against the Purchase Price and applied as a payment on account thereof at closing. 3.2.2 Second Deposit. In the event Purchaser does not terminate this Agreement pursuant to Section 4 hereof, then no later than three (3) business days after the last day of the Due Diligence Period, an additional amount of Seventy-Five Thousand Dollars ($75,000.00) in Current Funds shall be delivered by the Purchaser to the Escrow Agent as the second deposit ("Second Deposit") . 3.2.3 Balance of Purchase Price. On the Closing Date, Purchaser shall pay to the Seller as cash due at closing, in Current Funds, the balance of the Purchase Price, subject to all adjustments, credits (whether for the Deposit or interest earned thereon, or otherwise), and prorations as herein provided. The Escrow Agent shall disburse the balance due Seller at closing to the Seller, along with the Deposit. 4. DUE DILIGENCE PERIOD. During the Due Diligence Period, Purchaser and its agent shall have the right to enter upon the Property to examine same, and to perform any and all inspections, tests, and surveys thereto or to any portion thereof as Purchaser may, in its discretion, deem necessary to fully advise itself as to the condition and suitability of the Property. The inspections to be performed by Purchaser shall not damage the Property and Purchaser shall notify Seller prior to making inspections. All inspections shall be at Purchaser's risk and expense. In the event of any damage caused by the inspections and Purchaser I s exercise of its rights hereunder, Purchaser shall restore, at its expense, any and all damage to the Property caused by any such tests or inspections. Purchaser shall conduct all tests and inspections as aforesaid in a reasonable manner. Prior to the sixtieth (60th) day of the Due Diligence Period, Purchaser shall conduct such investigations as it deems necessary to satisfy itself with respect to the Property and its condition including but not limited to title, survey, soils tests, environmental, zoning, concurrency and property elevation and shall provide Seller with copies of all test results and other materials received from third parties with respect to same. If Purchaser is dissatisfied with any of same, Purchaser shall, by written notice to Seller prior to the sixtieth (60th) day of the Due Diligence Period terminate this Agreement and receive the return of the Deposit. 3 Purchaser acknowledges that this sixty (60) day period provides Purchaser with adequate time to fully advise itself with respect to the Property in all respects. Therefore, if Purchaser does not give such written notice of termination to Seller prior to the expiration of the sixtieth (60th) day of the Due Diligence Period, Purchaser shall be deemed to have accepted the Property in its "As Is - Where Is" condition and to have waived its right to terminate for matters pertaining to Property condition as set forth in this Section. Thereafter, Purchaser shall have the right to terminate for any reason other than matters pertaining to Property condition by giving written notice to Seller prior to expiration of the Due Diligence Period and if such notice is timely given to receive a refund of the Deposits. Purchaser agrees to provide to Seller, at Purchaser1s sole cost and expense, copies of all inspection reports and other items of due diligence including, without limitation, soil tests, environmental audits, surveys, and traffic studies, Purchaser shall submit copies of the foregoing to Seller no later than five (5) days after Purchaser1s receipt of same. All items of due diligence shall be certified to Purchaser, Seller and The University of Florida Foundation. 5. SITE PLAN APPROVAL FOR PROPERTY. 5.1 Application for Site Plan Approval. Purchaser agrees to file completed applications for Site Plan Approval from the City of Boynton Beach, Florida and for the requisite project permit from the South Florida Water Management District and to pay all fees in connection therewith no later than January 30, 2000 (the "Site Plan Submittal Date"). Purchaser shall deliver to Seller, no later than the Site Plan Submittal Date, evidence that it has filed its completed application and paid all fees in connection therewith. Purchaser further agrees that it will make a good faith, commercially reasonable effort to insure that the site plan it submits to the City of Boynton Beach for approval is in substantial compliance with applicable government requirements and will pursue the Site Plan Approval in good faith and with due diligence. In the event Purchaser has not filed a completed application for Site Plan Approval and paid all fees in connection therewith prior to the Site Plan Submittal Date, Seller may terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent, whereupon Purchaser shall be deemed in default hereunder and Seller shall be entitled to exercise its rights set forth in Section 16 hereof. Seller agrees to cooperate with the Purchaser and to execute all documents reasonably required to obtain Site Plan Approval, provided, however, that Seller's cooperation must be without cost or expense to Seller. 5.2 Condition to Closing. Purchaser I s obligation to close hereunder is conditioned upon Seller not being in material defaul t under the Contract and Purchaser having obtained the Approval, In the event Approval is not obtained prior to the date 4 which is one hundred twenty (120) days after filing of applications therefor in accordance with Section 5.1 above (the "Site Plan Approval Date"), provided Purchaser is not in default under this Agreement, Purchaser may terminate this Agreement by giving written notice thereof to Seller and Escrow Agent no later than the Site Plan Approval Date, whereupon Purchaser shall receive a refund of all Deposits. Purchaser's failure to give the notice of termination contemplated in this Section, strictly in accordance herewith, shall be deemed to constitute Purchaser's waiver of such termination right and of the conditions set forth in this Section 5 and its election to proceed to closing. 6. REOUIREMENTS TO PROCEED BEYOND THE DUE DILIGENCE PERIOD. Purchaser's right to proceed under this Agreement beyond the Due Diligence Period is subject to Purchaser not having terminated this Agreement prior to the expiration of the Due Diligence Period in accordance with Section 4. 7. CLOSING. The parties agree that the closing on the Property shall be consummated on the Closing Date as follows: 7,1 Place of Closing. The closing shall be held at the offices of Escrow Agent, in Boca Raton, Florida. 7,2 Instruments of Conveyance. At closing, Seller shall del i ver, or cause to be delivered, to Purchaser the following documents, each fully executed and acknowledged as required: 7.2,1 Assignment of Contract. An Assignment of Contract in the form attached as Exhibit "B". 7,2.2 transfer certificate Internal Revenue Code. FIRPTA Affidavit. in accordance with A FIRPTA non-foreign Section 1445 of the 7.2.3 Closing Statement. A closing statement setting forth the Purchase Price, Deposits and all credits, adjustments and prorations between Purchaser and Seller and the net cash due Seller, but which shall not include any figures with respect to Purchaser's closing of its purchase of the Property, 7.2,4 Additional Documents. Such additional documents as may be reasonably required by Purchaser to consummate the sale and assignment of the Contract under this Agreement. 7.3 Possession. At closing, Seller shall deliver full, complete and exclusive possession of the Property, subject to the rights of the Master Seller. 7.4 shall, where following: Purchaser's appropriate Obligations. execute, and At closing, Purchaser deliver to Seller the 5 7.4.1 Balance of Purchase Price. The required payment due as cash due at Closing as provided elsewhere herein. 7.4.2 Corporate Documents, A corporate resolution of Purchaser authorizing the transactions contemplated by this Agreement and a current Certificate of Good Standing or, if Purchaser is not a corporation, such other entity related documents as Seller may reasonably require. 7.4.3 Contract Assumption. An assumption of the Contract in the form attached as Exhibit "B". 7,4,4 Additional Documents. Such additional documents as may be reasonably required by Seller or the title insurer to consummate the transactions contemplated under this Agreement. 8. EVIDENCE OF TITLE. 8.1 Delivery of Title Insurance Commitment, Within fourteen (14) business days after the Effective Date of this Agreement, the Seller shall deliver to the Purchaser an owner's title insurance commitment agreeing to issue to the Purchaser upon the recording of a Special Warranty Deed to the Property to Purchaser, an owner's marketability title insurance policy, together with legible copies of instruments shown as exceptions or encumbrances therein, in the amount of the Purchase Price plus the price paid for purchase of the Property insuring the marketability of the fee title of the Purchaser to the Property subject to the Permitted Exceptions. The cost of said commitment and policy and any premium therefor (computed at minimum promulgated rate) shall be borne by Purchaser. If requested by Purchaser, Seller shall cause its title insurance coverage to provide mortgagee coverage at a premium not to exceed the minimum promulgated rate. 8.2 Purchaser's Review of Title Insurance Commitment. The Purchaser shall have ten (10) days after receipt of the title insurance commitment and copies of all exceptions to review same. In the event the title insurance commitment shall show as an exception any matter which renders title to the Property unmarketable, Purchaser shall, in writing, notify Seller of Purchaser's objection thereto. Within five (5) days after receipt of Purchaser's title objections, Seller shall notify Purchaser whether Seller elects to cure such title defect (s) . If Seller elects not to cure, then Purchaser shall, within three (3) days of notice from Seller, either (a) agree to take title as is without any reduction in the Purchase Price or (b) terminate the Agreement by giving written notice thereof to Seller, with a copy to Escrow Agent, in which event Escrow Agent shall immediately, without further authorization or direction, refund the Deposit to Purchaser, together with all accrued interest thereon, and the parties shall be relieved of all further obligation hereunder. Purchaser's failure to notify Seller of its election to proceed 6 under either (a) or (b) In the preceding sentence shall be deemed an election to proceed in accordance with (a). Any provision hereof to the contrary notwithstanding, Seller shall be obligated to cure any title defects that arise from Seller's acts. If Seller elects to attempt to cure title defects, Seller shall be entitled to thirty (30) days from the date of notification by Purchaser within which to cure such defects. If the defect(s) shall not have been so cured and removed from the commitment by endorsement thereto at the termination of the said thirty (30) day period, Purchaser shall have the option, as its sole and exclusive remedy, of: (a) accepting title to the Property as it then exists without any adjustment in price, or (b) terminating this Agreement by giving written notice thereof, within five (5) days following the expiration of said thirty (30) day period, to Seller, with a copy to' Escrow Agent, in which event Escrow Agent may immediately, without further authorization or direction, refund the Deposit to Purchaser, together with all accrued interest thereon, and the parties shall be relieved of all further obligation hereunder. Purchaser's failure to give such notice within the required time period shall be deemed an acceptance by Purchaser of the title commitment and title without objection. 8.3 Endorsements to Title Insurance Commitment. At closing, the title insurance commitment shall be endorsed to delete any and all requirements or preconditions to the issuance of an owner's marketability title insurance policy (subject to the Permitted Exceptions) . 8.4 Action Subsequent to Effective Date. From and after the Effective Date of this Agreement, Seller shall take no action which would impair or otherwise affect title to any portion of the Property, and shall record no documents in the Public Records which would adversely affect title to the Property, without the prior written consent of Purchaser. 9. EXPENSES, Purchaser shall pay at the time of closing the cost of recording the deed of conveyance, all abstracting costs and title insurance premiums and all documentary stamps payable in conjunction with or arising out of this transaction. The Seller and Purchaser shall each pay its own attorneys' fees. 10, PRORATIONS. All taxes on the Property shall be prorated as of January 30, 2000, based upon the current year's tax bill, if available, or if not available, the tax bill for the prior year. Since under the Contract Seller is paying ad valorem real estate taxes there will be no proration of these taxes in conjunction with the closing on the purchase of the Property pursuant to the Contract. 11, CONDEMNATION, In the event that all or any material part of the Property necessary for Purchaser I s development of the 7 Property shall be acquired or condemned for any public or quasi-public use or purpose, or if any acquisition or condemnation proceedings shall be commenced prior to the closing of this transaction, Purchaser shall have the option to either terminate this Agreementr in which event the Escrow Agent shall return to Purchaser all Deposits, together with accrued interest thereon, and the obligations of all parties hereunder shall ceaser or to proceed, subject to all other terms, covenants and conditions of this Agreement r to the closing of the transaction contemplated hereby receivingr howeverr any and all damages, awards or other compensation payable to Seller arising from or attributable to such acquisition or condemnation proceedings. Purchaser shall have the right to participate in any such proceedings. 12. REAL ESTATE BROKER. Seller and Purchaser each represent and warrant to the other that they have not dealt with any real estate broker, salesman, agent or finder in connection with this transaction. without limiting the effect of the foregoing, each party agrees to indemnifYr defend and save the other harmless from the claims or demands of any real estate broker claiming to have dealt with the indemnifying party. Such indemnity shall include without limitation the payment of all costsr expenses and attorneys' fees incurred or expended in defense of such claims or demands. The terms of this Section shall survive the closing. 13. REPRESENTATIONS OR WARRANTIES. 13.1 Seller I s Representations and Warranties, Seller hereby represents and warrants to Purchaser all of the following: a. Seller has full right, legal capacitYr and lawful authority to enter into this Agreement and to perform the obligations of Seller hereunder. b. No approval or consent not previously obtained by Seller is necessary in connection with Seller's execution of this Agreement or performance of Seller's obligations hereunder. c. Neither this Agreement nor any of Seller's obligations to be performed hereunder violates or will violate any agreementr understandingr or instrument to which Seller is a party or by which Seller is bound. e, Seller has received no actual notice and has no knowledge of any administrative agency action, litigationr condemnation or code enforcement proceeding (other than as may be disclosed in the Title Commitment) r or other proceeding of any kind pending against Seller which affects or relates to the Property, including condemnation or eminent domain proceedingsr either pending or threatenedr which could affect the Property. 8 g. There are no leases, rental agreements or other occupancy agreements, written or oral, with Seller affecting all or any portion of the Property. h. Seller has received no written notice and has no knowledge of any certified, confirmed or ratified special assessments affecting the Property which are unpaid, and Seller has no knowledge of any pending special assessments against the Property. As a condition of Purchaser's obligation to close this transaction, each of the foregoing representations and warranties shall remain true and correct in all respects as of the Closing Date as though made again at that time. If any such representation and warranty fails to remain true and correct in all respects as of the Closing Date, then Purchaser and only the Purchaser, will have the right as its sole and exclusive remedy to elect either (i) to cancel this Agreement by giving written notice of cancellation to Seller on or before the Closing Date, subject, however, to the rights of Seller to cure within the time frame stated in Section 16.2 below, whereupon, provided Purchaser is not in default hereunder, all deposits paid to Seller will be repaid to Purchaser promptly and all rights, obligations and liabilities of the parties will terminate, or (ii) to waive the breach and close this transaction. 13.2 Limitations, Purchaser acknowledges that, except as set forth in Section 13.1 and Section 19, Seller is not making and has not at any time made any warranties or representation of any kind or character, express or implied, with respect to the Property including, but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, physical or environmental condition, governmental approvals or regulations or otherwise. Purchaser acknowledges that it has not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller with respect to the Property except as specifically set forth in this Agreement. Purchaser will conduct such investigations of the Property, incl uding, but not I imi ted to, the physical and environmental condition thereof, as Purchaser deems necessary to satisfy itself as to the condition of the Property and the suitability of same for Purchaser's intended use. Purchaser will rely solely upon such investigation and not upon any information provided by or on behalf of Seller except as set forth in Section 13.1. Upon closing, Purchaser shall assume the risk that adverse matters may not have been revealed by Purchaser's investigations and, Purchaser hereby waives, relinquishes and releases Seller from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) of any and every kind or character known or unknown, which Purchaser might have asserted or alleged against Seller at any time by reason of or arising out of any physical or environmental conditions, violations of any applicable laws and any and all other matters regarding the Property. This Section shall not serve to limit Purchaser's rights 9 as set forth in Section 13.1 or Section 19 with respect to Seller's representations and warranties set forth therein. 14. NOTICES: All notices, requests, consents and other communications hereunder to any party, shall be deemed to be sufficient if in writing and (i) delivered in person, (ii) delivered and received by telex, telecopier, telegram, if a confirmatory mailing in accordance herewith is also made, (iii) duly sent by first class, registered or certified mail return receipt requested and postage prepaid or (i v) duly sent by an established and recognized overnight delivery service, addressed to such party at the address set forth below (or at such other addresses as shall be specified by like notice) : 14.1 Seller: Michael A. Schroeder, Trustee c/o Mr. Bill R. Winchester P.O. Drawer 1240 Boynton Beach, Florida 33435 Facsimile No.: (561) 732-3993 With a copy to: Michael A. Schroeder, Esq. Schroeder and Larche, P.A, One Boca Place, Suite 319-A 2255 Glades Road Boca Raton, Florida 33431-7313 Facsimile No.: (561) 241-0798 14.2 Purchaser: Birchwood Boynton LLC, a Florida limited liability company 1690 South Congress Avenue Suite 200 Delray Beach, Florida 33444 Attn: Mr. Robert Levy Facsimile No.: (561) 274-0068 With copies to: Shapiro & Adams 2401 PGA Boulevard, Suite 272 Palm Beach Gardens, FL 33410 Attn: Robert L. Shapiro, Esq. Facsimile No.: (561) 691-0066 15, ESCROW AGENT. 15.1 Escrow. The undersigned Escrow Agent shall hold the Deposi t in the Escrow Agent's Trust Account until closing, or sooner termination of this Agreement, and shall pay over or apply such proceeds in accordance with the terms of this Agreement. 15.2 Escrow Agent. Escrow Agent shall hold the Deposit in an interest bearing bank money market account. The interest earned thereon shall be paid to Purchaser. The party receiving such interest shall pay any income taxes thereon. The parties' tax identification numbers shall be furnished to Escrow Agent upon request. At the closing, such sums and the interest thereon, if any, shall be paid by Escrow Agent to Seller and credited against 10 the Purchase Price. If for any reason the closing does not occur, and either party makes a written demand upon Escrow Agent for payment of such amount, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) business days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day period, or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser, or by Court order. However, Escrow Agent shall have the right at any time to interplead the escrowed sums and interest thereon, if any, with a Court of competent jurisdiction, Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. 15,3 Documents, Escrow Agent is acting hereunder as a depository only, and is not responsible, or liable, in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or of any notice or demand given to it or for the form of execution of such instrument, notice or demand, or for the identification, authority or right of any person executing, depositing or giving the same, or for the terms and conditions of any instrument, pursuant to which the parties may act. 15.4 Escrow Agent Liability. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Agreement, or involving gross negligence. Escrow Agent shall not have any duties or responsibilities, except those set forth in this Agreement and shall not incur any liability (i) in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so, or (ii) in otherwise acting or failing to act under this Section, except in the case of Escrow Agent's gross negligence, or willful misconduct. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken, or suffered by, Escrow Agent in bad faith, in willful disregard of this Agreement, or involving gross negligence on the part of Escrow Agent. 11 15.5 Acknowledgment, Escrow Agent has acknowledged agreement to these provisions by signing in the place indicated on the signature page of this Agreement. 16, DEFAULT, 16.1 Purchaser Default. If Purchaser defaults in the timely performance of any of its obligations under or covenants of this Agreement, Seller shall have the right to terminate this Agreement retain the Deposit. The retention of the Deposit shall be deemed to constitute agreed upon and liquidated damages and not a penalty, and shall constitute the sole and exclusive remedy of Seller. 16.2 Seller Default. If Seller fails to perform any of the covenants of this Agreement, Purchaser shall provide Seller with written notice specifying such default. In the event Seller fails to cure such default within thirty (30) days of receipt of written notice, Purchaser's sole and exclusive remedy shall be either the return of the Deposit or to maintain a suit for the specific performance of this Agreement, without damages. 17. TIME OF THE ESSENCE. Time is of the essence with respect to each provision of this Agreement which requires that action be taken by either party within a stated time period, or upon a specified date. 18. ASSIGNMENT. This Agreement may not be assigned by the Purchaser, without the Seller's prior written consent, which may be withheld in Seller's sole discretion. Any attempted assignment in violation of this provision shall constitute a default by Purchaser, This provision shall not serve, however, to preclude Purchaser from designating a third party to take title to the Contract or the Property at closing, but any such designation shall not serve to relieve Purchaser of any obligation hereunder or under the Contract. Any provision of this Section to the contrary notwithstanding, Purchaser may with Seller's prior consent which shall not be unreasonably withheld, assign this Contract to an entity in which Rob Levy and Jack Lynch own not less than fifty (50%) percent of the ownership interest in the aggregate. 19. CONTRACT. Seller represents that the Contract is in full force and effect, that it has not transferred any rights it may have with respect thereto, that the Contract has not been modified and that Seller will not take any action that would cause or permit a default to be declared thereunder. Seller agrees to give Purchaser a copy of any notices received from Master Seller under the Contract, including any notices of default. Seller will promptly advise Purchaser from time to time, upon request, of the status of the Contract, including written confirmation that the Contract remains in full force and effect and free from default. Prior to closing of this transaction, Seller will take no action to terminate, amend, modify, or waive any rights under or with respect to the Contract in any manner without the prior written consent of Purchaser which consent shall not be unreasonably withheld or 12 delayed. Seller will comply with all terms and conditions of the Contract prior to closing and take all necessary action to keep the Contract free from default. Purchaser will not be deemed to have assumed any obligations under the Contract unless and until Purchaser does so in writing. Purchaser's obligation to close this transaction is subject to the condition that Master Seller will also be in a position to comply with the Contract and to perform Master Seller's obligations thereunder as and when required. 20. PREPARATION OF DOCUMENTS. Seller I s attorney, shall prepare the warranty deed, Seller's affidavit, closing statements and all other closing documents, 21 . ATTORNEYS I FEES AND COSTS, In connect ion wi th any litigation, arising out of this Agreement, the prevailing party, whether Purchaser or Seller, shall be entitled to recover all costs incurred, including reasonable attorneys' fees for services rendered in connection with such litigation, including post- judgment, bankruptcy and appellate proceedings. 22. APPLICABLE LAW; JURISDICTION AND VENUE. This Agreement shall be governed and construed in accordance with the laws of the State of Florida. If any provision, or any portion of this Agreement, or the application to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision, or portion thereof, to any other person or circumstance shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law and equity. The exclusive venue and jurisdiction with or with respect to any cause of action concerning or arising out of this Agreement shall be the Florida State Courts in Palm Beach County, Florida. 23. TIME FOR ACCEPTANCE, If this Agreement is not fully executed by the Seller and Purchaser and an executed original hereof delivered to Seller on or before October 8, 1999 at 5:00 P,M., it shall be null and void and neither party shall have any obligation hereunder. 24. CAPTIONS. The descriptive captions contained herein are for convenience only and shall not control or affect the meaning or construction of any provision hereof. 25. INTEGRATION. This Agreement constitutes the entire agreement between the parties hereto in respect of the subj ect matter hereof and supersedes any and all other written or oral agreements, representations, documents, memoranda, and understandings between the parties relating to such subject matter. 26. BINDING EFFECT. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective legal representatives, successors and assigns. 13 27. LIKE-KIND EXCHANGE. Purchaser acknowledges that Seller may desire to structure the transaction contemplated by this agreement as a like-kind exchange. Purchaser agrees to cooperate with Seller in this regard and execute any and all documents required to structure the transaction as a like-kind exchange provided that Purchaser shall not be required to assume any liability in conjunction with same shall not be required to take title to any asset other than the Contract or the Property and will not be put to any additional expense in this transaction as the result of its cooperation with the exchange. 28. NO INTERPRETATION AGAINST DRAFTER. This Agreement is a result of negotiations between the Purchaser and Seller and is not to be construed more strongly against one party than the other. 29. liAS IS" PURCHASE. In the event Purchaser satisfies the conditions enabling the Purchaser to proceed beyond the Due Diligence Period as set forth in Section 6, the Purchaser shall be deemed to have accepted the Property in its lias is" condition, and shall be unconditionally obligated to close the transaction contemplated by this Agreement; subject, however, to the satisfaction of the condition set forth in Section 5.2 hereof and Seller not otherwise being in default hereunder. 30. AGREEMENT NOT RECORDABLE. Neither this Agreement, nor any notice of it, shall be recorded in the Public Records of Palm Beach County, Florida. 31. DISCLOSURE, Purchaser acknowledges that Seller has disclosed that portions of the property were previously used by third parties for deposit of construction debris, trees and landscape debris and that while much of this debris has been excavated and removed by Seller, it is believed that some of this material remains buried at the site. 32. PURCHASER I S PROSPECTIVE TENANTS AND BUYERS. Should Purchaser exercise any right of termination under this Agreement, other than any such right based on a Seller default, Purchaser will provide Seller with full disclosure with respect to all prospective tenants and buyers with which Purchaser has dealt in conjunction with the Property along with copies of all pertinent documents, leases, letters of intent, contracts and the like so as to permit Seller to pursue dealing with those same tenants/buyers on the terms and conditions negotiated by Purchaser or on such other terms Seller may be able to negotiate and Purchaser waives all claims that it or its principals may have for commissions, reimbursements or payment of any kind with respect to same. 33, CONFIDENTIALITY, Purchaser shall not permit third parties to review or disclose to them the terms or provisions of the Contract, it being the agreement of the parties that the terms of the Contract shall be kept confidential. 14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names, on the dates set forth below. PURCHASER: BIRCHWOOD BOYNTON LLC, a Florida limited liability company /" .-.ri<"~~.''''''-.,,-.;'- By: ROBERT'LEVY Its: .,' Date of execution: 'J (~E~LER , 'i , i i ~ ". ESCROW AGENT: (~~HROEDER AND LARCHE, P,A. , ':- \ : I i J (J:\7\CLIENTS\WINCHEST\UOFF\LEVY\AGREEME2.WPD 0010-047 sj 10/07/99) 15 _~ ..........r'.v ........ .MN1MAl ~ .~tlN~\. . v sum- I. 8WNTaff II#ICtt fL, ... 1l1li U.CbIJa.., till/'ltU'1Pd "". 15 fI...1 O.4jJ.m~.Z' 00ll1B R. LOWB ~ut;l'Y.BRS:ft OF FLORIDA i'OUNDAT70N, a Pladc:1a COI:PQ:=4ItJ.on!'OO m@ rn ~ rr.'w m! G' '; --~..." ~. '" P. O. ~ 1~~2!, Ga1neev111., PL 32604 AI~ ---' ,.",: ' I1UO - 8 ""'1'10" --:r:: Iloo ,~ ..~..~ .... ........ "'.a" .-0 -:H: tl__ ,~. ~ IN" ~,""",,r- '... _illt_ ..... ..-- - '..._._ . ......... "'llI/IJ ."'. _aid fIll' ,...,. 'Ot cullll nna'.....tI.... wi rIt~ aim' A/ tIC." . ~.,~;X~:\,~ tit .... ~ if ,. 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Itkll:lk2..Nt Block 2', \apela btt"9 t!e.~!:.t..s "..11'1 Lowe Dd".- by CJI' ",""h 1;)01. appzooval of II .._~ Count.y, .hall no~ 'tMZ'..!." 1M ...1,nate4 by apy o't.her: naat. 2. ~~ ~M p&'op.n~ be \SM4 loZ' r..lden1;J.d PUJ:'PO_. OD1YJ Wb1ah shall tatnci ~ho GZ'an<t.. and l~. .uccell.o~. an4 ...i.". fOll'ava... 1110. I, uCOZ'cUAg ~o ~ .ut ~"bU.c ftec:orcla of Palm aaecb ., . ...0_ ..._..... - I ~ ....... t ~ ,...... c"-' Or T, leu. and II llokl t"I' 11'''''' '......Ii",. &t..,,. "II Ani' ,1 nUll'" ,,,.. Q,.p....~ ,M,..... l...'anuUie CII' in 9ft)-... t"""'l>l.."",. .J .U ./." ''''ClI.., I'IIlII,. "..... '''~l'rfIl, f_. f'CIta". .1Il daM wW. _,on IIJ ,la.. ..." '/i't' ,"'17, rUhw ,. lull' ... ...,1111,. ILl ,h. -h, fINjIIIIIP UIP. ""nil"" .,,11 ...... ., .,. ... .1'1 II"" ,.,., I...... II ....... _"~t ;'!v ,.,J h..' ,.,., 'I" AIIIII""/ a..J If'Aliori "iN41 ........... ,,,,.,,., _II ,.., h,,'...... Sio t ~..~......!t,~... 001U:5 R. LOWE .---. ..-..... C i::c:. _.... ,.. ... t .. ....~..~... ........ ." . I aTAt't ur ROJr.&D.\, ClI",.~ <), PAUl :a&ACM D01US $\. I.~ 1Io IN ""'"' 19 ... 110". ptf_ ..~.t,~.1I 111ft ...... ,,,""11 1"- .. b,.I- .. Iilat at.e ....../..t lOW hal', w1ntPfo 111\1 ..."d ~M1 ..fl.....' ...., III d1~ (""I'll. .1IIl ..../ Deealllber ,4. D. 118 6 .... ahe I'.--"~ 15th Cln eI . .... - .....- ....~....~.. .- ..' J1'\,1. eft.. "..,lll"'. IIOfCl.V PUk''; '>C S""'TIl: 0.' "'-QltIDIII lilT L.A1ICa "y t;c....lli~IC.. tll"llKa 1t~IO"D . . .::1. ". ", "'=(:;C'r.o vcm'"IED .' " ".1\1.1.111" 'C:.' ;l.1..NI'Y. '1.., .J('I' UI t. PlJJhCLIf 1:'"1%:..0: !,;,:t..:t.Ii' CUII"T I Ja..... 'I'J.Ut.~f~"j -J!'...", WIlUAM !'fARtUa in ATTOMY AT lAW ~ ... .. tAS'I' ~ AYf.. ~ tun'! ., 1D'm',," 1IACt4. "" .... 1hIt taII-GM 1_, e~c'C'UJN II", U\.hllIIJ" -I ~.c:.uu DCdtts R. r.owz I'........,.... DORlS It. LOWS, ~gr twoi:' l.lfa~lll-o. ."a U,llon MI: ..."". ~.. ~ ClIMLlltill IICYIft'ON ang 1:IClNItLD ~WD. fo~ &!l.eJ,r: lUet:i.IUIiJ. &4\d l:JlOI1 ~ .s.ot.b Of c:JIAJlUlfI 1IOY1t'lOH end DQ&fl..,LD LOWa, lI:...iM... '0 'I'M Ul'%VU81ft (Jp -- ~ J"".,.,. "LeR%DA I'OUNI)ATZON, lWC., . PlodrSa Cot'parauon ~ W.W. Z~ Ave. aofn'ton a..ell, r:.. 'uCJ' ....~ ........ .... ..... u.. ::J"" ~'I- I: "-- ...',.. """'t ":h; .....Ioo:"':Ll::: ~..... ~~r ..... ... --~ ................- "".... .......... rA81 lit,. _tJ It,., ..,~ tG. .tad In ~URllllett ., ."" ,iI.. ttI . 10.00 . tn "-I ..... It, eM nH ~ NIl" 11M -.flit "I._I " ......., .........,.... ..... It.... ,..,... lit. ...... .- Cd'" Me. 1M ..II! UCOIItlIllLri7 IW'IIIIIU. .II cI.. ritA_, Wi.fr. .""." $Jill oJ ..... .w itA. ... /lJII ~ Iau .,. -' to ''-I.a..u.. 1II111n.'.J '-t. ,w. _ ,.,.1 ., laM. ,...1.. ......, ad ... 1ft _ CalItl,," P.ILLM aBACK I,... eI r~DA . "'Ula. It' .. r ,.. . flit I . . I . . . ~ "=:\"4 . vto \ b .J... \\; .VJ .~ ... .':9 .a - ..a ...., a.. aD CD ..... an IZI ._.:ld......~-:l ':,.~ /'~.1 l _:4,.-:' .Co. .1-1~': Ii"::L1t--."'=:' LI-;~.I_.Ht:_. r". H. ~ ~ dj''::. .' ,=-':~ . ,~. IJ. tn' ,., LOt. t:. ~ a.ncJ t;,; 1... ..1.1;J.A; 'h.~. ROAd 1l.i.9Jlt...or-lfay. Bloc' ., LOU C. 0 and B. 10.. oxi..~i.n, Ita. ao.d 3U.91\t.-Of-WIl)', aloek I, of palm ....en ".nna COIIlII4ft)" p~t. Na. I, .crvoninv to tM Pl.t. thenot 8t. .~at IoQk $, P.,. 73, pq:u.o h<<=01"4. f)f 'al. leaell CO\1a~l' t . "lo~ 1.4. . .. s,*,ect ~ r..trlctions ~.Gh_ 1ft tl~\ das.. 48"- of n." elate convef1ng Sub;j:! P.S'Oe.e~ty i:o Deru .. r.ow., J'*'Or4_ u.ncs.r Cl.~k . LlwaM~ Mt _ f.';\. ~" ~, 'UbU" Jtaccm.t. of 1'.1& ~h Coun.t-y, 'I O~ <la. C...;u;~a: r...:tve. un~o neraeH t.he rieht an4 powa:' to zrcwoJc. 4At lu\4 .u Ufe ..ute an4 :_a1nd.l' int.eretn '1a:'&fttoC Mr.ln. ........... ... fit . J t 0_ . ,~",. .... H. tI.~' ........ To II" ... tI H." ".. lJum.. ....vtft'" ",;1#. all e1M If"". ,... .JII.I'lifl......ra ,~.,.... Is""""'na _ III tlnjl4"'. "#rJl&l#iO"li~u, 11'11' IIIr ,IIC" ,.IeI''', PI""'. ml., In,....I, 11M. .11, /fIfJ ,.. wMl __ ., ..... t41tt1 fj"i 11""". .""oIr '" .... 01' ..,11.",. I. ~.... .,. po"" ..... '-I.. .,.", ...., ot/ tIw ..... _.mJ ~ JII~" . Ia .taw .Iurtof.. .,.",.. 144M }uli ",,..,, Ja.- 'ifm"" "'111 _'"d .. ",1".... lAp .~ -' """ ...0:.... "..,It..... '" ~,.f, .~~.R..~~ DOlUS R, lDWS ,~.' D~.. ... -... .. I II. , '0 . <y~"'~ I....~ ....' l .... IT ur n,ea,n.\. Ull"Yn or 1'A.LM BaACK } t HIgBY ~kll" dII. . dIl, ...,. w... ..... ... llfllfN !laI, lIl!dnlti"cI I,. .tt. s...". ...,...i.. .114 ,.. 'II.. Q!NIUlP al......1d ..t.. 10\ _r,~u. ,.,..., ,--'" DO~18 lto f.OWl': . _ ,,_ 10 tit ~ pc-,_ .......IIc-.. III .10. "'~_ _"l"~ ,ll.- , 100"_ .......... .he "--' lit. '1IlI' w~""ba mr If."" ..",j ...rr......l '''1lI1 I. ;It. <:O,,"IV ..." 1M. D"E:~r A 0 1'8fi .... .= .,l_ItItftd :;. $th doll' .1 I... ..._....... O<~-:-..... __. . . =: iiltl.\o'..... ......t..... "Offill" fllIClI.fl: ,,,r- 5TAtr el' '~ll'l'DA AT "~I: .... CC~I~LII:. 11...-'. ..lO:\;Io"n Ve:AfFII!l) "'Alt.\ 1.;,....':-1' CO.JNT',. Pl.A, J"'Jt';~ V \JUNI<l1! CI.LIlr. CIReU.T enl rco.' : . .;.. . I~".~,.. ..1.1 .. i4U. ~'~.(4 lI'Li:.\ , f I 1 1!:1I::t, ~_I._l..- I"~ ~':""I 11.. .",+_-- .-:-.~_.n~,JLJ:C_.. ~ L"""1~'_.nc.. r.M. --;r "=:1'=I_I;~:::..L :'~LI.~; I" iJ"l:::.l~ . J PR~PARED BY: l>i%CHAI:L .... SCHROEDER, ZSQ, SCHROED'ER "'liD 1..ARCHE. P. A. :iUI'fE 31U ~~5S GLADES ROAD BOCA RA'l'CN.. 71.OnCA 33431 (407' ?-1ll-03D() OEC-17-199O SO: ,,4all 90-357924 ORB b672 P9 827 ~~ t~OO ~e ." JafiN B OIJN<Lf, CURX - PB tooNTV, Fl W;'RP..\NT~ D:E:ED "l'his :rn~c:nt;ure made this l~~\... day cf Dl:!C'e"..i)et'. J.vtlJ, t1y CHARLENS IOY~TON. ~ 51n91. wo~~n, her.a~t:cr gft~lo4 tho ("Grantor") i;g t.h~ UN IVE:R9J'1"Y OF' f~lDA VOORl>>.TIOIJ, INC., a }'lOrida corporB'licm,TRuGTEI whglte PNI~ gft lc:c addzoGlS1i\ is Post. Of~lce ~y. 1'425. Ga1~e$v!le, Florida 326D4, heroinalter ca~led 1:he C"urantee"), WI'J'I'fESIIE'tM, 1:.1ut sa ici GrAnt.or. for Dnd It'l '::onsid~rCl~!on uf tha sum of ~Qn and ne/lOOth&--~--($lO.OOI-----Doll.ra, and other good and ValUQble considera'tic>n. tho \"cc;cip1: wnoreof ill htlrehy ~cxnQwlGdgcd, b~ thsso p~~RDn~~ dg~. ~rant, ~~.goin. ae11, alia", remise, ~elea~e, convey end contixm unto the Gr~ntQ~. Cr8n~=r's J.:i.fe eSl:.ata, 1n ilnc1 to that. certa1n 1,on.1 :i\i't\la"~ in palra 8e8gh county. Florida, viz~ L<:)'t:!i C , 0 ~ nd Bloc", 4; LOts C. Dana Block s; ell accord inq to at palJe 73, Tlor1da, E: , 11!11515 .xisting St.at. :!'.o~d "i'i;1\-l't-of -'tol.}'. !:, le5lJ oxl&t ;I.ng Sta'te Road R1.qht-'Jt-'~ay t of PALlof lEACH TfUU'lS r:O"'.s>ANY ~T 1010. B. tho plet thv~aQt, as recgr~ed in Pl~~ Book 5, of t.r.e PUblic :Reearns gf Paln Beach county, sua.J!:CT TO~ Ta~es fer the ye~r 1t9Q end ~Ubacqu.nt Yl!ln~~. TOG!::~Ht;Jl W 1 th all t: ol"sment.a, hered,l1:aOHlnt.;:; 0,.," apptlr~cnanc:e~ th.r.t~ belongin9 or in enyWi~s appertaining. TO HAve AND TO HOLD. thB ...nt. in tee .~Jrlple fQ1:'ever. AiJO th- ~ril"tor hereby i;;QV~nantG ~d th sald. G~~n'tElD tb~t S:t ia :iawl'ully lIoized or Daitl laM in tee sirni:lle: t.h~'I:. U:. has geod right and lawful Cl1.lthor1:.y to ..11 Gl"ld =onv"y Iialcl lund; 'that It horC!by fully "'srr.mts tht!: tit.] e 'to 5ald land and \11111 defel'u! the SdJl\lil Gli'ai.nlilt. the lAWfloll ..J. d,mD 0' all pOZ'IiJOhS who_otaVClr, And that said land 1~ fxee Qf All en~~~branc.5. XN WITNES~ I~:H:EREOF. Grantor. hn5 ~t1.u~ccl thesG pre~elntli ~o l:la exe~utQd in it~ name, anQ its corporate eeal ~o be ::1'::1. .~_L:.;.. ~"::'=:::.1 11:":;'" 1.kJ~ 10.::.,'4 L"'~~I::'-l :::{_rl-:'Ul::.L.t:- ~ l J....I"""I_.r1t-_ . r-- ~ H . -:'" c (i"::::' " -=: ~ he rC!un 'l:.c a t'fixliIc! . by 1t5 ",'ro~~1" oftf.C~"'8 thl'Jt"e-U""=O authorlze~, thu dAY And yaar f1..~ obgYG vr1~ten. S1~ned, IUihueil a"4 a~ll.,.rc'" in t.he prutnmc:e gl: .,., ~~ ~ STAT~ OF FLORIDA. COON~ OF PAUS bi!ACl:I ORB 6672. P9 82'S duly ~.PM"~-jp- U\JU.l:J'IE ROY Io."J'ON I HE.REBY CEft':rIFY that on t.his day befDt'e ilia, .n o~f'lc.r duly author! zed in the StiA te a:forQ8a 1d onc:l in tbe Colotnty a t'QI'"..lQ to t:a)te acknowlec1gnlsntl!j" pe:r:'BoncllY appo4ltl'lIIa ~NE BOYNTOn, a s1nlifla woman, to mo ""nown to be the perl50n dq&-Qr!~.cS in and wbo executed 'the foreljfc1ng in5~~l.\lllent;. cu~d tiihe aO'<\'\C1wladgecl before :ne that: she "'~eciJtcd the rao::e. ~ rU=NE56 'fty ham" ii\r~ otU.:ial lilCl..l ,4-r:',; . county and 6't:ilte lost afore:,ulid t.:.hi5 j~ day C)! U8cel'4bo't', 90. .t-~ ~'__'_h__'_ Not..r he My c~~i.&!~n %xp~ras~ (f~\W(!Jut. boy) J .~:;..:~., ~f"t':.J\~ ~-, ~<g" AQl!f~ll 03.11:;"1" 1 { /' '1O",,;"y~loC Sf"? "I .;>:,,'J. ...... .;., "tile!:"',. ~SlOl" r.;.,tj:. -~.,::,;;'..., oclor:l:n II. I".;,~ _ l r_ ~COAn VEFlIFI'IiiD ""lol" nE,I\.CH COUl'j"V. FLA. JOI'fN a CU,",KLI! CLt!'lK CIRcun coun"T' _-=' _.r'~. 'JL i- 'c:.r- .::-: L.:-,r:~~.....r-IL_. ~ f C'._'!':="_ .. ... flRD'Il.REU BY; I MICHAEL A. aelfROEOER, .cSQ. I SCHRDEIJER,\NO lJ-.R CH E, P. 1\. su:tn; :U'A 22~5 ~LAOES ROAD t~CA AAroN. FtoRIM 334~~ llEC-f7-S990 10:44,. 90-:357925 ORB 12672 PI 829 Con fa. 00 O~_ .~ JOHN 8 DUN<LE,CUZlti< - PB COOOYt Fl QUIT Cr.U:M CEED QU:T CLAIM DEED, Qxecu~ed this ..t\l~ day ot' CB~I!Ijl\ber, 1~90, b~' CHARLENE BOynTON, a SlJ\91B VOllum, ("GffU'ltor") to ~ne IJNIVERSIT"a or Fr..OR);~ l"OUllfDATJ:ON, tNC., 0 Florido l;o::porQtlo~, 'l'RUSnE, ("Cr.ant..n) I "'"'"~ ,bSt: Of!!c:e acidr~8fl ls pos.t Office BOX 1"42~, G;ainos;,vlllr.., ?lorida 3H.0". W:I':'NUSE:':u. ":.hfJ~ t.he c;r;ant:or. fur iln(J J,n c:cnz.l~erat.ion at the RUlli cf Ten ($10.00) Doll;\f's in hand p41c1 b)' t.ha 5af,d Gra:'lt...., tbe reoeipt. wh.reo't i IiiO Jle"&eby aclmo,.,lad9Iilu riO&ii hereby reDiae, ..."leaae aJld e&ui~-c:l.td.Jn untCl thlll sald Grantee i'on:"er, .11 ~h. ~~q~t, ti~le lnte~eat, Qla~M an4 demand ~hlch th~ Gt~ntar hAS 1n and 1:0 'tha fcllc'oi;i.n~ descrHued lot, pJ.8ce or pa1:'cel of lanlJ, ait\ls'te, 1yl":J !:.r'ld babll;: ion t.he Cnu"ty of pal'lll Be.en. State of rlGrida, 't:a wi-: l.Ots A, S. C, !) a:nd .t. Block ~8' L-Ql:S II, B, e, 0 and t, Bleek 291 J,.ots C, D and~, 18511 ~~115ting St.a'te Read Ri.9ht."ot~Nay. Block .c, La'!:9 C I D and E, laliS (II)(.htiM9 Staw:.8 :load Ri9ht..of-iof.y, BlocR !Ii t ,\;.,1. 01' p^tJ~ au..c:a l" ~I,S CQ~tPAN'\l Pl.A'l' NO.8, i.\ccord1'-'9 t.o tr.1!:: Plat t:ftareof. as roeorcJea i J'l Plat Book ~, at PACJ'lIl '73, of tho? ~blj,e l\oGClrll& ot pa~lI\ IHliH:h County, Florida SUSJEC'1' '1'01 ~. 'faxes fCl1" th~ ::t.a~ 19;)0 ftntl sU~:Sl!lquent yellra. '1'0 HAVE: ,MlO 'fO MOLD, tl'." ~arne '(ogether '" i th 01), ilnd ainqu lar th~ QPp~r~anor.ee~ t~ore~nto b8~Qnyin9 or !~ anywise apper~aininqt ane! ell 'the el;Oea:te, ;r:-!gh1:., title, interest, l.ilill1. equ.ity .nd ~lDi~ WhA~.G~er of tho ~a1d Cranto~. ai~~8~ in law or e~i~Y, ~o \'.~e only prcper use.. benl1llfit An~ behoof of the 155'$.c1 Gront.ee to-revsr. 1."1_' ~ 1"- I...... I ;.:..;:)/ILI._I' l!:..U .ll_ , ,-+,~_ .:-:'._.:i-_i'~V["""ro::. (-'..- LHr:_!......nC~ r.H. "7 c.(C':._t(.:::.......;. .'<(I--'..t:...14 LI'I.-Jf ORB 667.2 P, 830 1N wxnn:ss tJHEREor. t~. ".;id Gran\:at' haa .19n84 ~b.se pres~n~. the d.y an6 year r1~st a~e wri~~en. Si9"ed. eealed, a"a delivered 1n t.he pr.Gsnaa Gfl 'j ;." ). . I I.' ,~~ I..; ,... .nd a:uu,l.d . . ~ttftA'l~~ CHARLENE BOY'.'t'.." ~_!~-- STATE OF T~al0A COUNTV OF PALH BEACH z HEREBY CERT~FY 'that on t.hi& d6Y, before CIl, an gffJcerr ~\lly .,It,hot"hed in th~ Sta1:" IIfal'auid ~nd in the cn\tney aforesaid ;:'0 t.oka acxn_lac19t1len1:llI, per.on.lly appaarod CMAJlLEN~ ftOYNTON. JI e.l.nCJle Wglllan, 'to "'.. known ~o J=e tno perllon aescrihed 1n ond who ~xBQuted the fdr.qoin~ in~~~u~e"~ and R~e c~~n~'lod~ec before 1I11\t that. she e~ec:ut.ed ..i,e ..me. tUTi-IESS lilY hand and eff ic1al ..U l"rJBe Ca~nty and. Sto1;. laGt ~tgxesaid ~hi. ~ 4ay of D.C.~be~,~. ~/....,/~. . J' .~( p.-. ..... ---- H.~'~ My CO~51s$1on cxpir~s~ (trr.\qcdu r . LOY) ~"'... OT :lile'.\l """'l /i"" v~ RC."'"'' E c:)....:a...v ! ~ ~ ftD14' \> 1".,IlI.~ 6'1110'" I'11l''':O t.~ I I_y 1;0..... ,:.,g. trCO""" \."..~ OC"OG~!lI~. lyr" .......~ ~GCOAO "l'i' qlf'IED "AI.M aF.~c'''' COlJNr'r. FI.A JOI-f"" 8 OUNKU! CLIO~ CIl'lCl,:IT COI,JR"T <~,":l/lJ.j, ~l!....v 1 J: ~.-: ;::,'_~"""Ut:Ll~f-.:' .::,. LJ-!r:';__H~. t-'.H. -!!' .:....:.'(:::1"")....c..~ NU.l.'1'-1. tJoItJd I'IlIPARm a'i: ~S$LI~ D. .~, ESQ. _..$011& QU~.Io.aL UU.5 G.ine.~111., F~ 1i6C4 {'O'} )?2-tn9 =tB-~r-1C;~~ 1:! :"90' 92- CJ38340 t . - J ...... t l.'" ,.If....."... ;,C"ROEOE.a .\' If) L/"'~'; , ,,"it IOtA 'LAn. ",,lill }; ~ . . . . MU,1Rf) ,t.ql' 'Oil:' ~ro;" , lOll~ JifJt jJJ I :J;: 71 16 'il' 5:3 .... D..~ Im'D . :i.; ,!\ ;r ;.-. ;;--- ~. . .. i.~... i.t.\ ....\1: 0 nf. ..'\n.o'~ . ... ...-.........:.!t ii. .~c. 1"hJ. lnd..n:urs INd. t.hh ~ "Y ~f ltDV_...r, 1991, by HAZEL x,. tAVPOItT ..~ol...nt.l"Y ,"'Wardi.n anti. '~OJl_~Y' oi DOtfALD RAVNONO LeNIS. ~/~/. OOIQ.LD LOWE. her-..te;er c:'.Ud 1;be ("Crant.-) ~o \:he WJVDSlTV OF Pt.ORi:1>>. roUIIDATIOII. INC., .. Ploridil not.for-proUt corpor.~loJ\. 'frue'tee. tiha.. pattt office addr... ie Po~ Otflce ao~ 144~5. e.t".~v111e, 'lari46 )~604, hereinaft.er called th. (~Gr.n"e..). wtTWESSETH. tb.~ ..Ad Grantor. lor in con.1dera~ion of ~h. sum ~f 7cn ."~ .6/10~~b.---..t'lO.DO'.---- 0011.r8. and oeh.r 9DOd and ~.l~bl. cc.,.1d.r.~1.n. tb. &,,"l!;Wi~t vh.r..I' I. her.av .ek"ClIwl....d. I;lI)' t.h... pr."~ do.8 9r.nt~ b6rg.in~ ..11. ali.n. real.., relea.e. convey .ftd conti-ra \Into I:be Crent... Gr-."t.OI"'J Uf. ..~.~., in end t.Q 'that; Clarcain IBM 81~uate In P4llt .dc:h ~\ln\y, Plor'1C1.., vh: Lot8 c. n end E. 1... ..1.tin~ steeG Road RJ9ht-of-W.y. al0c~ 41 I.ot. C. D alPd E, 1... _l.U~ Sta"'. Jlo.d nt,ftt-af-W.y, aloc,;k sJ aU of PAUl BrACH P'AIiIIlS CCIIPAII't PLAT NO.8, aCCClrdin, t.o eh. Plat. t.II.n.t. .. t'Gcard_ iJ\ P1a1; 'oOk &, at P"9. ". of th. Publ Ie R.cord. of Pal_ Seaeft County, Flo~id.. Tax Percel NO.: Grantee'. 'ede~.l r.x J.D. No.1. $0-49'473.. SUIJEC1' 70: 'fa... fo~ the year 19_ And 6uuequenc )'c.re. 1'CGE:'J'IiD "'i~h all tenelllllillnt5. bercdit.a.ent.. and .ppurtena"c:... th.l:fItC) Delon91ftg or in ar.ywiee oppert.lnin.. 'to HAVE AtUJ 'l'O 801.0. tilo ...Ill. in he 5illple fOl"over. MID t..... Grantor h.reby covenant.s "'i.~ ,ald cr."~..e 'ttlat. h:, 1.8 lavluUy ..12ed of .oid land in t.. .i.ple; ~hat l~ h.. 9004 ri9h~ and lMWt~l .v~or1t.t Co .al1 and conYeY .Iid land, t~t l~ hereby fully warr.n~. the Ut~. to said land and v111 defend the .aM .9a1M~ ~b. t.'dU) c:I0.1"8 of .u ~r1l0N whoaa~veri .t)nd that add hnd ,. frea of ",11 encuuranc... IN WI~~~S ~EREOF. aran~Qr hiS wiqnea end acaled thess p~e5.n~. t.n. d.'Iy and y.ar first .>><.we wrlU.". SJ9fted, ...1~ .n~ de:~Yeped ill th"~r'. .nee Of: 0,,, _-',,~~~ ".c?~ 1'1\ 'i .f ~~ ""..,. I~ ~ "?'-~-;:- I'1.l .:'~ HltllEl.r~t: tAYPOR't1~. VolU"~.ry 1!&Pr;. lof ,l"Jr:tI~d'~ ff.l?2..:..:'#( ~ GtJudhn 01 tobe Pi'Clp.t"Cy of (f'nnt; Vlton ,. INfta) Don.l~ RaylRon<l lNWe _.. /~:"'(/~.?:'.,.'f."Y,,~ __ Ad41"eU: 410 Victory o.r~." Dr-ive . , "G. ., ...,. t.a;.,j /r.#.j."'/t!__ T..U.~eaee, ..'- 32)01 '''~ .~~ .....~ .. S'1wrf: OF ,l.OJU DA cousn OF LEON Th. for"qoln9 ~nst.a:~lIIcm 'Wolle a~1cnow'.d9.d _for.... aoe t1'\ia J.:Z.!!! day of "0"....:1'. 1991. bV ~l~L L. LAYIOJT t'ltI Voluftt....r)" Gu.ard1en af OO"ALD MYRONO LOWE, who 18 personally hno'Wll t.o De ancl ...."0 dld ta~. an oath. NO'I'Uvrr:7IC: SJGNf42'(a.~'1.. ~91i!'~' /~~~-...,...., palHT: ~~.. t ~ ~. ';tr lll(t' Jt!L1!11- ). s~.. e of F or . a Large ($1....1. My c~lG8ion ~xpir..~ .. .. ..... ;.......~.:.,...;, . :,.~~~-~......~:. . a. l' 1IIi......""'~ '. . - : ..It!;..,J- ~~ . . ,~ ..If"!. '" t. ~ '. :~. ."... '.. -.M.." '_'" "'t~:OHr. In'r.Jnt:D ."L t,; !1..I\(.;1-' e OV~"". r~", =78 -'CedeD 11 ; .:::~:~ - _-~~'iJf::ilf::.;"" ;_~< ~..l-lk'I_.H':-_, r-'-.H. ~ d.{::::..::....~~ 'IUPUBD BY~ 1.EILJ E D. 8MH. _ ..JlGet. CU1ea .. CaIM.vU 1.. F1. !'04J 37J-&4n tW~:~l-t~'9; ::1:;':'.11 Q2.'038.341 '" 1 . t;- -I t-, "'.,.. -' ~-)~ 3CHIfOfDDt AND LARCh!, ....A. .::r.r. 7 1 3 4h ; ~ r; 1 l.WE lID Ner. SUITt lIt, ItlllliV .1.' ioCAAA.r:L~r/.Ji\' BS~. .l&U!' ;U.04 :t~ ':'1 :i- .Jl,.... : .C: nt. ij~ : Ii .: ,'iI;: . ; ~ ~ ~ ""4_.. : f -;.. Q"~~ CUU. Daa '!'hia QUI1' CLIUJt oatD .U. f.fthl "', day of ".ve"'~. ...1. tIy HA1J:L L. UtYPOJ\'f' .. VoluJ'lt.ao ~u'lU.&n Of ~I'OP.rt.~ or tIOMLD MYNDND lOWE. .,.,& OOIfAloO LOWB. h....."i!'e.r c;al1*d t". (-e"."UII'R) to to.lle u.llVPStTV OF n.caJDA JPOVNDA.'l"JON. IIiC., . Uo..ill. nO\-f'u:r-paod1t. COI"pcq"~ len. Tru.t.... wacs. paa~ ott1ca .ddr... ,. Po.eo office BG. U4.:n. Cain_vln_. PlorJ.de 3~eo4. b.r.1naf~.r ~.11.4 t~1 C.C~.n~...), wI TIIIE&SE1'H , th..~ 1:h~ Gr.ntot', fw in eu.1daradon of t.he &un vi T.n - ($&0.00) Dol1.r~ 1ft hand ~1~ ~y the 8.1d Gr.n~.. the rec.lp~ wb.~.o~ i. heRby acuOIIlectved 4~ hert.", t'.~d... r.J..... _nel quU:-dab. unt.o 'thll ..14 GranU. f"rever. .U of the rJ.,b't. ~iU. inter..t. 01e1. eM 'li..."" "rneb 'the Gr.n~or h.. 1ft and \0 tl\. foU-owl", .eRrlb.d lot. piec-a en' pe.rcel Of 1.nd, .it"at_. 1)'1"9 orw# ";'/19 in t1\. eou...t)l' of Pal. ".ch. State of 'lorida, to wit; Let. A. &, ~. 0 and E. 'lo~~ a.} 1.0&. A, 8. ~.. D Ind C. a1o~ Zt; Lot. C. 0 .nd E. 1... ext.tiR9 Stat. ~d Rlqftt-of-NaV. Black .; ~. C. l'i .nd 8, Ute oxlB'tSru; State Roael Rl,ht.-ot-III,. &loeJc. ~: all of PALM ar..ActC FAM8 COJItlJI~ 'LAT NO.8. a;col'cUn9 1:. 1:he Pla-t ther"ftll # .. I"trCordad 1ft Plat 800\ 5, .1: ,.g. i" of 't"'. PUtlUc Itecord- af F ....Ch euu~1:y. Plol:" icJ., ~~ p.reel Ne.(s): G~.nt~.. y.a.r.l ?a. J.~. ~O. 18 S9-0S14'19. .sOB.J!%T 1'0: Taxes for the year 19_ end sUJ)u.quem Y..I", TO HAVE AND TO HOI.O. th. ..... t&fJet:her ..,Un all .net .1nlJulitl' ~hf; _PPUl"tOft'nc.. C~e~eunto belgpginQ or 1ft enyvi.. .pperc.l~ln91 Ind all the .~e~.. ~i,htl ~ltle. lnt.~..t. lien, .qu!~y and el.i.~h.t.a.v.r ot Cbe " lalet GranC-or-, sit-hel" if' 1&... Ol' .~i~)'1 ~o the e"1)' proJH'!' u... b.nefit. end ....co~ of ~he ... iet Crr.in'tee for.v.er. ~ # IN W:r'l'HESS WHEREOF. CUfttOI' ha. .~IIiI"cul ancl lIC1a lad 'th... pres.eni;. the -day .ana )'..1' Urllt. above written. ~ S19n.d. ...lad and d81i~.red . 1n ~h.e pr._IIC:. 0&: , ..a..lJ ,~~ . ~~'-, . ;hf-'..t- ;t:1~;~~LJ- ~ ....J ~ ,...a.# eftit'"~.eLP."tl' Vk!tJt'f>1t.. .... (Print" 'Ie $ ".a.) _/';/./'/.rr('.1' I~l "J L'" ~,I.' r/ 'I. .~,;n ~int w'~n..s ~.e.~ ;. . & IS ....h...1lC .... . ....~.M'i HAa'!!;' . loAtPOJlT II. olun~.I'V GIoIlilf1211tn gf ~he t'~c,.rtv a:f Don.l~ JD~ond ~we AGdre&a: .10 Victory '_rd_" Drlv~ "'0. ., T.ll.h....., VL 123at .8tiU 01' .-LO&1DA eciJIITV 01' LEOH The fcreliJoinq in5't~llfttent. wlllS cU:kMW1edlJed t)etoro IDe th!. ~-do.'i e! JfOV"'1". 19~1. by HAZEL I.. lAYPORT a8 Vol\lnt.ry Guudian of 1:'XiAXU) AAlIKCltD t.GtB. who IS personally known to .. .1td who dld ~.k. a" CWI~h. "'~:,{ I . ~. .Il'''~ ,.... ,0-...... - -,' ~. . ~ ," -r .'._, .... .":" ~ .~ - . ;1 ., .""..~c,~ . UQl~' ~ "/_~~ ~~C...~- PRI,",' r:t:1'1'~.~.K~f'<< av.t'1'btA ~a III 0 , 1;Jf' .. Wr-g. 1.<) My Co&.ieaio" Expif'..' ,. '1l:(';CflD vrnlll'1D "A'-'.. fU ";';11 GnuNfV. "LA C1.t.U/\ Cll1Cl"lll c;OtJAT !'-.lU.i:':' ,'q L..\C'"", l I .~ .OC 'IfIC:'; ":111': lINJVJ:;H;. t'l'Y 01'- ll"r..On"!"-'"\/\ l"OUNONI'ION, /\ \.'r.onT. 0/\ ro.HPOU^,"TON - .I-~' ., . '1. ...a~:".- . . . . .,. . . ,rl...! ~.l.T~ I^,~~. A. :.Qu.~'.::I!'ill., 'l'IUI-i'I":I~ .I-~ l. .'1I.1.....~ .111),', ~;!~'~.' 1,1.:'1(10"':. Itll.,(l, 00c:., l",l:Nl, ....(. 3:''')1 Il(.'\.(fl) :U\1-0~OO , 'lr/ ,......, '''.11 II.... :.....:1 ~.~'... !1'!ll..~'l"IW'" 11111.1"., ~ ......'l, 'M ..fltlllf'" 11.~'::~ t..._,~~.';:"I 1"..1 I""!"""" I.,....:rly "!~~::?.~~"Ir.I""'r.I....!I., -!.:,~,,!!Ifl ",,~. 110, ,,""_.... '. ...1 "~..hl",,,:. "I....h 1"'~lU\JI... 110" "'.."L.,II Iuf ,...... &;llIalll ".....11:'-". ,...... ""I,,, """-'fW '}I ~.II;..J":o'I': .1.".1.".11'-1"1...',..., .uk....""" IIIII...~ "':.l',,,'"~''' :o."CSCnlPTlO"; 1,'llr...~lljm.r~~.....1" .!~:,~ "'M"I., wllll.,1 ~ . P"lJ\1 Dctlch (:'''''''y r1'nla; Jnts ". u. C, 0, .:U)u (:;, U.l~ ~u, W'Kl 1.01:5 1\, L1, c, U, 1.:;, B.1OCK' 2!J, "Iot:; C, I), ~, Ul0l.:k. 'I, '.mrl Inl':; C,.!!!1iL.'U_OC':k ~'.~:'U .of! \)^foM 1)1::1\01 1,'^1MToo. II, ;1(:(Xl..~(1..nc, 1:0 the pl;lt l:hN.l'Ut .,'; I"'r'r')n'~\ ill 1'1 ;,1. 1"X,k :., I''''f''~ .i:r:-on~i'llf-;jT;:.-...~(:;;...(I~~c;CI;7iti"r\~11(',wi1f,.~()j:"TI- 1111 :'loet:1 .....lre~'. Coli'. '.'. III II., "..."."Iy tS; 10;1 l'e's~y. ~I~ rur'C.lA:i.E pnlclZ............................................................................................... .........................................s 1. 100 ,000.00 MYMENT: '31 Ovposillsllo bo he" .... IIIC1_ '" (IJJ ~'Io N<<J .slUI.,lliul, ulltlOf...,.'" ..... .......... ... '" Schr.oedor m1Cl Larche, P.^. In Iho amounl o' s 20.000.00 I...... ... o,,,,,u.ln.olo ."u,.,,' p,ine..,..1 a.O'lt.teO 01 S -n- 1..1 ,..",;",.,. ._y hIQlI\.'11d ..._.................., .............. III ... CII1 kwn.. Iv! '0111'1,,,,,111.'" "..IIWII' uI .......... S -0- I." 011,,-,,: ^dclitlonnl dCDO.it bur.uant to Addendum s J5,000.00. lei u......"'" I.. CO...:I" IU:>. c.,:.h, LOCAllY IJI'M'h.urIllr.dGl' CMI.... d-"to MIl4atd k".....ll>lo......:lltt..I'...II...... ....................... S _1 . q4 ~ ,-00.2.:..99 - n...u; ron Ar:C""TANCI:: ""rtcTlVI: aJATt:' I.. "'... II'M CIII41CI&od '" ...1 ,WNutw .. '.'ll.'.'lI on rl\Gr OIl tXlGUllClN CUlllh".1ICO.le'" '" "'....'IIlJel_~... II~ ,...1. , lJeluoe _ _ l.4lli89 . Iho dotl'''lollls) WIll. II' I)"yo", "''';''''. '"' ,e'vII"'''' I" Uure. 3"" Ihe vile. ...I"ol...- ....Iv .,: Ih,. C"hlrl'!;' 1-1:"':"'''''' n~''''-I ... I.. ". .161.. whan U. 161.1 _ It' 'h., I)...,v, ~.."' 'ho Se'Io, hn. s'V"ccl 'h.s oilVI', t'NA"OIHG:-i"~wr.htt.'"'. ,........ 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'...y,., ,~ ....I ," r:' .",. t...".P"~ ._ II.. ..~"...!'f..."..~ It. .P.to!le......., IW" ... .. ..~...L..:tI wll" ."tet .. "... (:....,...1 .. "...".,,", ft....tt. " .:It.....~ ., r..:.,'.!. c" "~. ~I.,,,,,..I i"'...... ~-\'\... ., ....... ......:..,.."" ,.."....oc, loll....... _..I.,".........'" ...... ....., .:.a..... "":1.10, ItC" II". .,,:,,',0:'" .......,,'" ...., VI .n,,"!!" .............'\! 0:'_,,'" TlTlC EVIDENCE: ^. ",.,~I __ ,.." ''''''''0 dDIItrt.' :f ....... III ~1Iut.. 1I.1""t:.Il, ,.:......., Iv U"yIII VI U1'I'tt'. lIl""..'}'...' ;...cUI.I;..oc:" wtIh :;I:o..L...1 ^. Ir.I....... I 111 lit 0 ....slt;oc;. It' "'In Oil 1./10.., .....-, CLO:O"'G DAlE: 1100 "l.'~ILI",n ...tIIlI'.' ... .. dlIUII.... all... duM", .KIt-- .Iclhc,,,"1 un . ,"010" ...cncJvd It, nl'tet 11f""'S""" ,.I (.0..1r., III: STlUCT'ON:O; EA!OIlM"NT~M ArlO":01 Ut"", ....... "", .'.,.:I1nt C""."L"""'..'..."'.I.'........,,'" "'". "'.... .."".."'...... ..."",,,,,,11.., ...-............. ..........." ...,to.. 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CO,l\,STAl CON!OTIIIICTlON CONTno\. llHll I-CCC'.". nlDunl' r....1IIoI1:o ""","' "" II.. :.;IIu uI'......'y ........:lut,.'1 II", ~('~L. 0.......... Mi'. r.:O. 1.~Il:.I. ..s ,....", I ..."oIy ..... ,.., ~l'''b .. '''II........ M.If IN 1ILd....1u...~_ . 'O'''''GN 'NV"FolMlSNT m "EAL rno...n,., TAX ACT I.,,"""A"I "'Dlnl 1hr, ._."'" ,..".. r.."",'" welh "'" ........."."" ... rlll"^ ,..., '.....11;1"... '...".01;.1...., ..h.;1t t. I..e ~ ""._ht ,............. .:d.... ....."'....... ............'iuI.......... ....'" F..,,^ ,.."" '" eftll.......... ,...,... "II"",,"' '" .... ~"'lIt:l. I. ,I\,:O:OIGNAU.L1TY; IC' n:CK I') \If Illt. u.,.11I at "."... OIII~) 0 ....,... _ay. eotlfltCl. ,. :OP[CIAL CL^U:OE!O: 1""leK 1'1 \If lZIt: ".....,....., uQl II.......... 011 &210 II nul "'&pIoc........ THIS IS INTENDED TO DE ^ LEGALLY UlNOING CONTRACT. IF NOT FUllY UNOEIISTOOD, SEEK TilE ADVICE 0': AN ATTOnNEY PAIOn 10 SIGNING. 11 ~ FOI'" WHitEN N..KM:U UY 1He FlOtIllA ~IUI\IION ur- "~^,-IUlI$ ANU lIl1: FLCII1IUI\ ON'. ""......." 11uc:. '''If ':I.'~'..."O ''''I...... ... ",." d.. .......,.., ....."... .. ". ("04/1...:' ~....., '1t11tCr.,,"'~'''' ..... ,....Iir.~ ., ;fI'~...or:trl" /r.....S..IC'....~ J~,,,,s l,,1II (..d.u.. IJIC'NIcI ... ~ ..., ..... .. ..,.... ellutusb, ut_"",, IIIwJ borp'*lfI puMUII 01 .. .Ik...:slccl ptlw's. COI'YIIGIIT 1UG0 UY UlC: fl.OI1IM UN1 ~ 'Ier, FLOtillA l\5::'oOGII\1tOH OF '1C^l10l1:i,1N\:. \,2;oS ~., DaIo ;A-~~~~OO ~[ DY: ASST:7'}<c::r.' ~ Gec.urlt, VI Tax lD. I THh""1'EE DIIa 0. ,~ :iecunly or T.II to. , lSelerJ :iudII &lalli, or 1." LD.' 59-097471CJ IUvyer. 1tO"'ISI U111kf ""lYllpl' II .acehad,. OTHER DM CAIit\ '!"EN :lUILECT 10 ~, 'O'(l~~l:':'1CHf;(."HH.'flMl~I': "~_II! ,,,..~. Uy: r,r-A.1:1:nntO-I\O"rcMr.ffM:H:UftftCH,,,r .. ~r'I!""1 t~ry~...,...t~~.__1 ..~_u~~,tA. .41~ J -4 LJ-.-llU..... -v'Sl"'~I~-"1f.4"""""""""'lr.-kflM of ,,-,\ ..._::r........' t"'~ .w nI, I ' I Ir NO l1~T"'G MHu,C....a;NT ,:; CUnnl"Tl" IN 1.'lcn :,0....-101"...1...,..... ,....".. ...._,.........;.......-...~\L ........, .......M. ........,..".oiiI......"'K..... &he ... CGmIlIlIt!\Ifhun I" II.. nn...... ulICOMI,-,:lC \)I11V . _ 'L,. "'OU ...."1..,,.. '.C.. Oil ~ ~. ...... it,...1ttctlnu ,.. """. I.., 1io.."I'"'' Ut...... -Ir, ~,.....I :01010 10 I".C'"'''' ,.......... 'n "'" lnor. .',,,...,. " 'tor,... "..~ I.. .w..I...........L...rwr.tllcr-a;;;e;_... roU'lo ....... I... ... _..~. ,.., ......"',, It", "'.._ ..,....,,'. rJ..... I... ,....I'.....r.. .... ,.. r................ .... ,.... .,,,......... "....ItIIl.w......".,...,.'r..~.;.;l.:;, '" ,,,..... ....I ... ,...... .... ,... ...' II. I...... . ... II,.tnr.~I... ~.I,". ,..e r.'~" 'W"~"'t ..r "...r\:II.. I:...... .. ~:..... .... .,..,,-... ~........, ~~I,..:i'~hMltttt.cf'-1...dr.......I~'" "ft. ........_. .4-'11..41 ... ... tial*1\Ct __IlC..ln-ll!} .~~tt.... ._........."" ,.._1, ~"''' .....'"""....... ... ....,_..,,;1.. d1~...,. . ~ ~ 0 ......t., ~~lrf~~ An~l~. r_A. l[sCl_ ^' . ,.. tI. '0;....' uI .1t....1 11_ .. .........1\1,.....1......1 UWlurt . , ADDBNDUM A'l"l'ACHBD '1'O'A1fD I'OIUIDIQ A PART OP THAT CERTAIN CONTRACT FOR SALE AND PURCHASB BB!l."NBBH UNIVERSITY OF FLORIDA FOUNDATION, "SELLER" AND MICHAEL A. SCHROEDER, AS TRUSTEE, "BUYER", DATED THE ____ DAY OF , 1989 1. Lowe In~.r.s~s. A. Th. parti.. acknowledge that title to the Property (i) is subject ~o certain interests in favor of Charlene Boynton and Donald Lowe; (ii) is subject to certain restrictions as described in Deeds recorded in otticial Records Book 5108, Pages 1684, 1685 and 1686, respectively, Public Records of Palm Beach County, Florida, (iii) may be subject to claims by the estate or heirs at law ot Doris R. Lowe; and (iv) may be encumbered by those certain Judgments recorded in Official Records Book 4742, Page 550, Official Records Book 4758, Page 491, Official Records Book 4851, Page 226 and otticial Records Book 4860, Page 873, all of the PUblic Records ot Pal. Beach county, Florida. The matters described in ite.s (i), (ii), (iii) and (iv) are hereinafter collectively referred to as the "Lowe Interests". B. title to the Interests. It i. incUJlb.nt upon Seller to convey tee simple Prop.rty to 'Buyer free and clear ot the Lowe C. Seller lIhall pursue th. .liaination ot the Lowe Interests aa clouds upon title to the Property with due diligence and in good faith and .hall have a period of one hundred eighty (180) days atter the Ettective Date within which to accomplish same. Should Seller be unable to accomplish same within that one hundred eighty (180) day p.riod, Buyer may waive Se11eris obligation with ra.pect to .a.. and proceed to Closing or Seller may cancel this Agr....nt and receive a refund of all deposits together with interest thereon. D. Por purpo... of this Contract the term "elimination ot the Lowe %nteraats" aha11 ..an (i) execution and delivery ot such in.truaenta and the taking ot all such actions as are necessary to a..t the require.ents of the title insurance company, for the issuance, at standard prelliu. rates, of the ALTA-Form B owners' policy of title insurance contemplated by this Contract, without .xception for all or any of the Lowe ., Interests: and (11) tha isauance and delivery to Buyer of the title insuranc. co..it.ent conte.plated by this Contract without requirement or condition concerning, or any exception with respect to, the Low. Inter..ts. within fifteen (15) days after the Effective Date, Buyer shall, in writing, provide Seller with the title insurer'. require.ents tor the elimination of.the Lowe Interests. . 2. Inve.tiaat~on Par~ Buy.r shall have ninety (90) days after the ali.ination of the Lowe Interests within which to inspect, exalline and oth.rwis. .valuate the Property, to conduct all tests and examinations with respect thereto, and to take such other actions as Buyer may de.. reasonably necessary to determine the condition ot the Property and its acceptability to Buyer ("Investigation Period"). Buyer shall have access to the Property generally tor the purpose of conducting such investigations, teats and studies. During the Investigation Period Buyer may among other things, cause appropriate soils and other tests to be .ade to d.termine the approximate amount of muck and other organic material upon the Property and may obtain bids from duly qualifi.d persons and entities to establish the cost of clearing, demucking and filling the Property. Prior to the expiration ot the Investigation PeriOd, Buyer shall either give written notice to Seller that Buyer elects to proceed with the acquisition, or, it the investigation results are unsatisfactory to Buyer in any respect, to give written notice to Seller that Buyer .lects not to acquire the Property, in which case this Contract shall terminat., whereupon the parties shall be released from all other liability to each other and the Earnest Money Deposit, together with any interest accrued thereon shall be r.~urn.d ~o Buyer. ~. partie. agree that should Buyer not exercise ita riC)ht:, to terminate as provided tor in this paragraph, ~he Earnest Honey Deposit shall thereafter be refundable only in the event the transaction fails to close for same reason other than Buyer t s default or in the event the Permits, as defined below are not issued. Buyer shall provide Seller with copie. of all soils tests, surveys and other written reports with re.pect to the Property obtained during the Investigation Period. 3. 'Addi~ional Earn..t Money DeDosit. Buyer shall deposit with the Escrow Agent an additional Earnest Money Deposit of Thirty-Five Thou.and Dollars ($35,000.00) on the 60th day following the Ettective Date or within ten (10) days after delivery to Buyer at evidence of the elimination of the Lowe Interests, whichever shall first occur, bringing the total Earnest Money Deposit, exclusive of interest, to Fifty-Five Thousand Dollar. ($55,000.00), all of which shall be held by Escrow Agent in accordance with the applicable provisions of this Agreement. The parti.. agree that the Earnest Money Deposit shall be held in a bank .oney market account with interest accruing to the Buyer. 4. Conditions Precedent to Closlna. Buyer'S obtainment of the necessary perai~s tor clearing, excavating, demucking and filling the Property (the "Permits") shall be a condition precedent to Buyer's obligation to close. Buyer shall file the necessary applications and pay the necessary application fees for such permits within thirty (30) days after the expiration of the Investigation Period and sball pursue the obtainment of the permits with due diligence and in good faith. Buyer's obligation to close shall be turther conditioned upon there not being in existence, at the time this transaction would otherwise close in accordance with this Contract, any moratorium or similar government requirement or restriction which would prohibit, preclude or delay the develop.ent of the Property. Buyer shall have a periOd ot one hundred twenty (120) days following elimination ot the Lowe Interests within which to obtain the Permits. Should Buyer not bave obtained same within that time period, then Buyer may either cancel this Contract and receive a refund of all deposit monies paid, waive the requirement for obtainment ot the peraits and proceed to closing, or extend ~he" time period tor obtaimaent ot the Permits tor up to three (3) additional thirty (30) day periods by giving written notice of same to Seller and paying ~o Seller an extension fee in the amount of Twelve Hundred Dollars ($1,200.00) per month, with such notification and payaent being given to Seller prio,r. to the expiration ot the preceding period. Should Buyer, atter having pursued the obtainment ot the Permits in good taith and with due diligence as conte.plated hereby, not have obtained same after having exhausted the three (3) additional thirty (30) day extension periods provided tor above, then Buyer may either cancel this Contract and receive a refund ot all deposit monies paid, waive the require.ent tor the obtainment of the Permits and proceed to closing or extend the time period for obtainment of the Permits tor up to three (3) further thirty (30) day extension periOdS by giving written notice of same to Seller and paying to Seller an extension te. tor each such thirty (30) day period, prior to the expiration of the preceding periOd, with the extension tee being equal to one month's interest on the purchase price computed using the Prime Rate of interest then in effect as pUblished by the Wall street Journal. Should all of the extensions provided tor above expire without Buyer having obtained the Permit., then Buyer may either cancel this Contract and receive a retund ot all deposit monies paid or waive the requirement for the obtainment ot the Permits and proceed to closing. 5. ~ The 010.1"9 ot the transaction conte.plated by this Contract .hall take place on the 30th day following the --2- ' t issuance of the ~1t.'("Clo.ln; Date"). 6. Broker.. Buyer, and Seller warrant and represent each to the other ~a~ ~ere are no real ..tat. or other brokers with whom either haa dealt with respect to this transaction, the consummation ot this Contract, or the closing contemplated hereby. Buyer and Seller shall indemnity, defend and hold harmless each other against any loss, damage, liability, cost, claim or expense, including reasonable attorneys fees arising out of the breach, on their respective parts, of their representations and warranties set forth in this paragraph, which representations and warranties shall survive the closing, or if the Closing doe. not occur, the termination of this Contract. 7. Title Evidence. Buyer's obligations hereunder are conditioned upon Buyer obtaining within fifteen (15) days after satisfaction of the require.ants ot subparagraph 1.0. (l), at Buyer's expense, a title insurance commitment which complies with the require.ents ot this Contract, which is issued by a Florida 1 icensed ti t1e insurer, agreeing to issue to Buyer, upon the recording ot the deed to Buyer, an ALTA-Form B owner's policy of title insurance, at standard premium rates, in the amount of the purchase price, insuring Buyer's title to the Property, subject only to the following: A. Tax.. for' the year of Closing and subsequent years. B. Hattar. apPearing on the Plat of Pal. Baach Farms Company NO.8, recordedu1n Plat Book 5, Page 73, of the Public Records of Pal. Beach county, Florida. C. Ri9hU' o~ way tor saall lateral ditches, as described in Deed Book 81, at Page 7, Deed Book 81, Page 9, Deed Book 81, Page 12, and Deed Book 189, Page 355, allot the Public Records of Pal. Beach County, Florida. The title inaurance c~it.ent to be delivered pursuant to this Contract aball no~ contain the so-called "gap" exception and shall provide that the policy to be issued pursuant thereto sha.ll not contain any of the so-called "standard exceptions". Seller shall execute and deliver such documents that the title., insurer may reasonably require in order to accomplish same. S . Instrua.nt of Convevance. Seller'. statutory fOrJI special Warranty Deed to Buyer shall be subject to only those matters described in 7.A., 7.B. and 7.C. above. 9. Moving BXDan.e. tor Charlene Boynton. Should all documents required ~o be executed and delivered and all actions required to be taken by Charlene Boynton for the elimination of the Lowe Interests be completed within sixty (60) days after the Effective Date and the overall elimination of the Lowe Interests completed within one hundred twenty (120) days after the Effective Date, the Seller not be in default and Buyer not exercise its termination rights under paragraph 2. above, Buyer shall cause to be paid to Charlene Boynton, to defray her moving and living expense., the following: A. Should .he vacate the property prior to the issuance of the peraita: (i) $10,000 upon vacating the Property or expiration of the Investigation Period, whichever is later: (ii) $1,000.00 per month thereatter tor the next succeeding five (S) months; and (iii) an additional $10,000.00 upon issuance of the Permits; or B. Should ahe vacate the Property atter the issuance of the Peraita and expiration ot the Investigation PeriOd, the sum of $15,000.00 upon vacating the Property. . ..0.;,. ~. ':::.'. . ,il' .~~. :.~ Ji:! -3- . ~ .'. ;~ i . ~..:' . " " , " (I. . . . I o . .. I . \ -''':.<< .' "'I Any.... vb'1oh 1~lahall beco.e payable hereun~er to Charlene Boynton .hall'~. paid by Escrow Agent out of the Earnest Money Deposit, it being understood, however, that such payments shall not be credited a9ainat the Purchase Price. 10. Governaant ADDrova18. Seller agrees to execute such authorizations, con.ents or other documents, at no expense to Seller, as may be required to enable Buyer to pursue the rezoning of the Property and annexation ot same into the city of Boynton Beach and in conjunction with Buyer's pursuit of the Permits. UNIVERSITY OF FLORIDA FOUNDATION AS TO SELLER ( Buyer) ,,'" -" ~_. AS '1'0 ~ . !,'O i . ! . '.. (Add.ndua\...1.00n\12/0a/~I); . . . I , ", . l, : ;':. l ! i. . "1 '0, ~: ' _...' t , ' r I . ': : ;.,:' . . .' . ';)':'- . . . . . .' .' ,- ., , I . ;. . ! . t, ..t I . ., . ': , I ; t, . 0)1 , I . '" . . .. 0 :. , 0 ~ ., . " .. I : ., I . ~: i , . . . ,; " ~J''!. . , ~..". ~ ':'. .;'jy. . '!' " .. ";.~!o-; 1;:. ...;-- . , " 0 ~ ~~. . - .. -.. \1; " ~" . ." , ::.....;~. f.o, . ,'. 1_... t I " f' . :::r .) ,.. .;.. , ;~.~~. , I :=-i iiL . : ',>~ -: .~::.~:' :0' -4- .~:- 'Cc . ~'t~ . IfJ. ----- - - . -----~ FIRST AMENDMENT TO CONTRACT FOR SALE AND PURCHASE 'l'hi. Firat AJaJar$.~t to Contract for Sale and Purcha.. entered into thia 42-.!"day of April, 1990, by anc1 betw.en the university o~ Florida Poundation, Inc. (tlSeller") and Michael A. Schroeder, Trustee ("Buyer"). WHBUAS, the part i.. entered into a Contraot tor Sale and Puroha.e d.ated December 6, 1989 (the "Contraot") with respeot to the Property described on Exhibit "A" hereto (the "property") 1 and WHEUAS, ~h.' pa%tl.. are d..irous of amendinq certain provi.lons of ehe cont%ace. NOW, THBRlrORl, oonditions herein conaiderationa, 'the amended as lollow.. 1n cona1deratlon of the aueual covenants and oontained and other good and valuable partie. aqree that the Contract: is hereby 1. In a44! tion to the purcha.. price, Buyer ahall, pay to Charlene Boynton, the .u. of Twenty-7iv8 Thousand oollar. ($25,000.00). Fift.een 'rhouaancS Dollars ($15,000.00) of thia aaount ahall be paid upon ~he oocurrenoe of all of ~he followinqi A. Charlene Bo~~on shall have oonveyed all of her rlqht, title and intere.t in and 1:0 ~he Property via warrant:y d..d to Seller and ahall have executed and delivered documenta, in form aatisfactory to BUyer 'a title insurance company, indicatinq her con..nt to the elimination of the various re.triotion. upon the Property. B. Charlene Boynton and any other peraon resieSin; upon the Property shall have vacated on or before May 15, 1990 and Charlene Boynton .hall have exeouted and delivered a written acknowledgment that (1) any personal property ot hera remain!n; upon the Property after July 1, 1990, shall be deemed abandoned and may be eliapo.ed of without further obliqat!on to her, and (11) that at any time after .he has vacated the property, Buyer may relocate the mobile home on the property as Buyer may de.m necesaary. - - c. Charlene Boynton ahall have executed and dalivered to Seller an affidavit to the effect that .he and Donald Lowe are the sole hair. at law ot Doris R. Lowe, ahall have caused probate prooeeding. to be filed with respect to the estate ot Dori. R. Lowe, inclUding a petition and all necessary 8upportinq documents tor a court order detarmininq the heirs of Doris R. Lowe to be Charlene Boynton and Donald Lowe. '. D. Commencing thirty (30) days atter the payment .to Charlene Boynton of the initial ritteen Thou.and Dollar ($15,000.00) amount and monthly thereatter tor a period ot ten - ---.--.---- -_._--~--~-------- (10) months in ~he a99re9a~. or until Buyer exerci.e. a cancellation riqht under the contract, Buyer .hall pay to Charlene Boynton the sum ot One Thousand Oollars ($1,000.00) per month. 2 . Any payment. made DY Buyer to Charlene Boynton in accordance with paraqraph 1. above .hall not apply aqainat the purcha.. price. Should, however, Seller not eliminate the Lowe Intereate in accordance with the Contract as moditied hereby or should Buyar exerci.. ita right ot cancellation during the Investigation Pariod, then Foundation shall reimburse !uyer tor all sums Buy.r ahall have paid under paragraph 1. above. 3 . Buyer will, at it. expense, apply for the requiai t.e permits to claar eh. Prop.rty and atter o~taininq auch perait., Buyer will, at ita expan.e, cau.. the Property to b. cleared. Suyer ahall have the option of either removin9 or, provid.d .... i- not prohibited by applicaJ:)le law, stook piling on 1:11e Property the tr... and vegetation beinq uprooted or cut down in ~e clear1nq proc.... 4. BUyer .hall ha~a i.aeState aoo... to 1:11. Property for the purpo.. of claarin9 and aon4uctinq auch teata and lnve.tivationa with r..pact to tbe prop.rty a. Buyer .ay de~ermln. to b. n.o....ry and Seller ahall obtain the neces.ary oooperation and con.ant of Charlene Boynton and Donald Lowe, it required. 5. Within torty-five (45) days aft.r Charlene Boynton'. vacating the Property, Buyer, at Buyer'. aole cost and expense, will apply for the requisite qovernment approvals to peralt the demuckinq and tillinq of t.he Property. Should the transaction contemplated hereby not clos., Buyer will, to the extent permitted by law, a..iqn t.h..e approvals to Seller. 6. The closing date for the sale cont.e.plated by the contraot will be ana year trom the latar of september 1, 1990 or the i..uance of the requisite approvala for the d811ucking and tilling ot the property. Provi4ad the.. approval. are obtained, howev.r, in no avent will the 0108ing da~. b. lIare than tour hundred twenty (420) daya atter the expiration of the Inv88tiqation Period. 7. The requirement tor the payment ot an additional Earnest Money Deposit a. ..t forth in parag-raph 3. of the Addendum to the contract i8 hereby deleted. B. The requiremants tor the payment ot additional tunds in · conjunction w1~h extensions ot ti.. for the obta1nment ot permits tor c:l..uckinq and tilling- as set torth in paraqraph 4. ot the Addendum to the Contract are hereby del.ted. . . -2- - ' .r... 9. Should the development ot the Prop arty not be permitted to prooeed or be delayed becaus. ot conourrency restriction., morat.oriume or eimilar CJovarnment requirements or restriction., the closinq will, at Buyar'. option, be extended tor period. up 'to a t:ota1 ot tour (4) year. or unt:il such restrictions are removed, whichever occur. t!rSlt, provided that and so 10n9' all Buyer shall pay the ad valorem real property taxa. with respect to the Property during any suoh extension. One-halt of any such payments made by Buyer .hall apply aqa1nst the purchase price should the transaction cloa.. 10. Upon expiration o~ Buyer I. obliqation to make monthly payment. to Charlene Boynton a. ..t forth in paragraph 1. abov., provided Buyer has not exarci.ed ita riqht to terminate durinq the Inv..t1qation Period and turther provided that Seller i. not in detault hereunder, Buyer .hall pay to Seller the aum o~ Two Thousand Five Hundred Dollar. ($2,500.00) per month through closing with one-halt o~ auch paY1lenta applying aqainat the purchas. price. ~e obliqation ot Buyer to make payaanta under thi. paragraph shall not apply durinq the ext.naion. ot the olQ81n~ date provided tor in paragraph 9. above. 11. Any pr.viou. afJreaent of the parti.. 'to the contrary notwithatan41n9, Bacrov Agen~ .ay release fro. any Earn..t Honey Deposit paid under the Contract, sums to pay for cost. and tiling t.e. a..oeiated with Buyer'. applica~ion ~or and pursuit of ~e annexation of the Property into the City ot Boynton Beach and the necessary land use plan change. anc1 other approval. as.ociated therewith. Should the transaction contemplated by the Contract not clo.. tor any reason, other than Seller's default, such .ums shall not be relmburseable to Buyar by Seller. 12. Buyer ahall indemnity and hold harml... Seller trom any liens t i1e<1 or claims made against the Property as a result o~ work performed on the Property a t Buyer' . reque.t and shall indemnity Seller tro. liability resulting trom the act. or omissions upon the property of Buyer, its aqant., contraotors or representatives. 13. Exoept a. modified hereby, the Contract remains in full torce and et~8ct. . Si;ned, sealed and dalivered 1 presenoe of: UNIVERSITY OF FLORIDA FOUNDA'rIO C. BYI Ita -3- 1._""""-0,1 \.Jr r I' .~_ Ic:.L I'U.~I(JI c.-.L-ICJ~:"'r:} / vi, lrAl/L /C)l)i'lr . . I . T I. ~. ~~D (Ad4.n4wa\Poun4at1on....) ... :. ..:i-..:...:...:..... ..:. . ,"~. ~,.. - - . - ~:~.. 4 .~. _;~~~~.~. ....... - - . . " ~ ......- .. ......, ': :~ " . . . -4- A. "... w~'o r-J.O::: . BE . .. .. '-,' - "" v SECOND AMZNDMEHT TO CONTRACT FOR SALE AND PURCHASE . Thill Seoond ~en~ ~o Con~rac~ for Sale and Pu~cha.. ent.ered int-o t-his day of April, 1990, by and bet-ween the university of Plori a Foundat.ion, Inc. ("Seller") and Michael A. Schroeder, '1'ru.~.8 ("Buyerll). WHBRBAS, the parti.. entered into a Contract tor Sale and Purcha.. dated Dec81lber 6,1989 (the "Contractlt), and WHEREAS, ~he parties previously amended such Contract by a First. Amendment to Contract tor Sale and Purcha... WHBRIA8 , 1:h. paRi.. az:. d..irou. of further ..ending oertain provisiona of 1:h. Contract. HOW, ~OU, in could.ration of the autual cov.nanu and condition. hereln oon~alned and other good and valuable considerationa, the part!.. egr.. .. follow.: 1. Th&~ the provl81ona o~ para~aph 1. c. ot t:h. Addandua to the Contract ue deleted. ". 2. Jbca.~.. aa41tie4 hereby, the Con~..o~ r....1u in full force and e~~aot:. .ea1ad and delivered r..anc. ot: tJN%VDSITY OlP FLORIDA FOUNDATION DC. : l.h 'r, -If" (/C),-#? -- . . f t G-~ .r- AIl '1'0 B ~ BYI ~ \. . ~.. , ' . < ~~~ ,~ , . , (Addendum\Foundat-l.Kaa) . . J. . .. ? I THIRD AMENDMENT TO CONTRACT FOR SALE AND PURCHASE This Third Amendment to Contract for Sale and Purchase entered into this ~ day of April, 1990, by and between the University of Floriaa Foundation, Inc. ("Seller") and Michael A. Schroeder, Trustee ("Buyer"). >;3 .' WHEREAS, the parties entered into a Contract for Sale and Purchase dated December 6, 1989 (the "Contract"); and WHEREAS, the parties previously amended such Contract by a First Amendment to Contract for Sale and Purchase dated April 4, 1990 (the "First Amendment"); and WHEREAS, the partie. further amended such Contract by a Second Amendment to Contract for Sale and Purchase dated April 4, 1990 (the "Second Amenement"), and WHBREAS, the partie. are desirous of further _ending cartain provisions of the Contract. NOW, THBRBFORB, in consideration of the mutual covenantit.and conditions herein contained and other good and valuable considerations, the parties agree as follows: 1. There shall be added to paragraph l.A. ot the First Amendment the following: "Said documents shall be made available tor execution by April 25, 1990." 2. That the provisions of paragraph 1. 8., C. and D. of the First Amendment be deleted and there be substituted in its place the following: "S. Charlene Boynton shall have, in writing and without condition, agreed that she and any other person residinq upon the Property shall vacate the Property on or berore November 1, 1990 and Charlene Boynton shall have executed and delivered a written acknowledgment that any personal property of hers remaininq upon the Property after November 1, 1990, shall be deemed abandoned and may be disposed of without further obliqation to her or any other person. C. Charlene Boynton shall have executed and delivered to Seller an affidavit to the effect that she is the sole heir at law of Doris R. Lowe, shall have in writing agreed that on or before May I, 1990 she shall have caused probate proceedings to be . . initiated wtth respect to the estate of Doris R. Lowe, including a petition and all necessary supporting documents for a court order determining the sole heir of Doris R. Lowe to be Charlene Boynton. D. Commencing thirty (30) days after the payment to Charlene Boynton of the initial Fifteen Thousand Dollar ($15,000.00) amount and monthly thereafter for a period of ten (10) months in the aggregate, Buyer shall pay to Charlene Boynton the sum of One Thousand Dollars ($1,000.00) per month, provided Charlene Boynton shall have satisfied those requirements to be performed by her as contemplated by this Agreement and shall not have defaulted in her obligations under that certain Agreement ~o \Tf8n~ Boynton Interest to Trust dated ~. . t. t, 1990, a copy of which is attache~.n , f~ .. . . -. .- 3. That t:here be added to paragraph 1. ot the First AIlendllant the following subparagraphs: '" "E. Notwithstanding any provision hereof to the contrary, should it be deterained that living on the property shall~- :; violate the requirements for deductibility 9~ -- the transfer to the trust, then ..he t:It1~ ~ .. t(~ shaU IMttl JiJe ~eff'lirea _. Be eJEeQuteQ uA~11 \fN''' WO\..e_er 1, 1998, bowevert Boynton shall ~c. \(\&.s-\ Q.-.t.A nonetheless executeKill requ red documents to accomplish same as contemplated by paragraph 1.A. above but shall deliver such documents to Robert E. Oglesby to be held in trust by hill. The sole condition to the release of such documents by Oglesby and recordation and delivery of same to Seller as appropriate shall be the first to occur of either Boynton vacating the Property or November 1, 1990. F. The Fifteen Thousand Dollar ($15,000.00) initial payment shall be delivered by April 25, 1990 to the trust account of Robert E. oglesby who is hereby authorized to use said funds for Boynton' s benefit upon the execution and delivery by her of the above required documents including the Agreement to Transfer Boynton Interest to Trust. Should documents required to eliminate restrictions upon the Property contemplated by subparagraph 1. A. above not . . -2- 4. Paragraph 3. of the First Amendment is hereby deleted and there is substituted in its place the followinq: "Buyer will, at its expense, apply for the requisite permits to clear the Property and after obtaining such penai ts will cause the Property to be cleared for the purpose of conducting 80il. te.ts and surveys and shall be qiven access. to the Property for this' purpose. It is anticipated that this required clearinq will progress throuqh the Property on an approximate qrid pattern spac.'~... 132' apart at an east/west direction by 195 '. ::' apart in the north/south direction. Clearinq- shall be conducted so as to avoid damaqe to personal property of Charlene Boynton located on the northerly five (5) acres of the Property. Atter completion of this work, no further clearing shall be performed on the Property until November 1, 1990. For purposes of the Contract, the Lowe Interests shall in no event be deemed to have been eliminated prior to November 1, 1990. After November 1, 1990, Buyer will have unlimited and unrestricted access to the Property, shall have the riqht to remove the gate providing access to same and may, at its expense, cause the Property to be completely cleared and, at Buyer'S option to have muck removed from the property. Any personal property of Seller or Charlene Boynton or any third party remaininq on the Property after November 1, 1990, shall be deemed to have been abandoned and may be disposed of by Buyer in any manner it deems appropriate without notice or compensation to Seller, Charlene Boynton or any other person. Buyer shall have the option of either removing or, provided same is not prohibited by applicable be furnished to Oglesby by April 25, 1990, provided that Boynton is not in default under the Agreement to Transfer Boynton Interest to Trust or in her performance of those requirements to be satisfied by her as contemplated by this Agreement, Oglesby shall be authorized to release said funds nevertheless for Boynton's use in purchasing a new residence and for necessary moving expenses, closing costs, etc. Boynton shall execute the documents upon receipt even it delivered after April 25, 1990." ,......~ , . . -3- .~ . .~ ~ .. . law, stock 'piling on the Property the trees and veqetation uprooted or cut down in conjunction with the clearing process." 5. Paragraph 4. of the First Amendment is hereby deleted. 6. Paraqraph 9. of the Contract is hereby deleted. 7. Except as modified hereby, the Contract remains in full force and effect. signed, .ealed and d.livered in the presence of: UNIVERSITY OF FLORIDA FOUNDATION, INC. .~ AS TO SBLLBR '. ... AS TO BOYD The under.igned hereby agr..., strictly the provision. ot thi. Aqreement, to hold and document. to be h.ld in trust or es this Agr....nt. in accordance with isburse all funds y him pursuant to (Addendum\Third2.Ma.\04/19/90) . . -4- FOURTH AMENDMENT TO CONTRACT FOR SALE AND PURCHASE THIS FOURTH AMENDMENT TO CONTRACT FOR SALE AND PURCHASE entered into this 14th day of December, 1990, by and between THE UNIVERSITY OF FLORIDA FOUNDATION, INC., a Florida corporation ("Seller"), and MICHAEL A. SCHROEDER, TRUSTEE ("Buyer"), WHEREAS, the parties entered into a Contract for Sale and Purchase dated December 6, 1989, and have previously amended such Contract by a First Amendment dated April 4, 1990, a Second Amendment, dated April 4, 1990, and a Third Amendment, dated April 19, 1990. (The Contract and such amendments being hereinafter collectively referred to as "the contract"), and WHEREAS, the parties are desirous of further amending certain provisions of the Contract, HOW THBRBPORB, in consideration .of the mutual covenant. and conditions herein contained and other good and valuable considerations, the receipt and sufficiency of which the p~rties hereby acknowledge, the parties agrees as follows: ~. 1. Paragraph 10. of the First Amendment to the Contract is .odified to read a8 tollows: . . "Upon expiration of Buyer's obligation to make monthly payments to Charlene Boynton as set forth in paragraph 1. above, provided Buyer has not exercised his right to terminate during the Investigation Period, and further provided that Seller is not in detaul t hereunder and that Charlene Boynton is not in default under the Agreement to Transfer Boynton Interest to Trust, dated April 19, 1990, as amended, Buyer shall pay to Seller the sum of ONE THOUSAND, FIVE HUNDRED DOLLARS ($1,500.00) per month through date of closing and shall pay to Charlene Boynton, the sum of ONE THOUSAND DOLLARS ($1,000.00) per month through date of closing, with one-half (1/2) of all such payments being applied against the purchase price. The obligation of Buyer to make such payments under this paragraph shall apply during any extensions of the closing date contemplated by Paragraph 9. above, provided, however, that any such payments made durinq such extension period shall apply in their entirety against the purchase price should the transaction close." ~J 2. On Oecember 17, 1990, Schroeder shall pay Boynton the sum of $1,650 to defray some of the expenses to be incurred by Boynton in sorting and disposing of her personalty and in relocat- ing a portion of it into storage in another location. Upon being notified in writing by Boynton that she has recovered all of her personalty that she wishes to recover and that she is abandoning the remainder or April 2, 1991, whichever shall first occur, Schroeder shall pay Boynton the additional amount of $2,000. Should Schroeder determine that he does not need access to the portion of the property fenced in by Schroeder under the Agreement to Transfer Boynton Interest to Trust until after April 1, 1991, then Schroeder may extend the time period available to Boynton for the removal of her personalty. The obligations of Schroeder under this paragraph, like all obligations of Schroeder, to or for the benefit of Charlene Boynton, to or f~r the bene~it of Boynton, shall be strictly conditioned upon Charlene Boynton having perforJIed and not having d.faulted in her perfor.ance of her obligations under ~e Aqr...-nt to Transfer Boynton Interest to Trust, dat.d April 19, 1990, aa _ended, and further upon Cbarlane Boynton not having undertaken any action intended to or which _y.- in any way interfere with or frus1:rate the purpose of this'-. Aqre..ent. ", . 3 . Bxcept as aodified hereby, the Con1:ract reaains in full force and effect. I~ c IfPBss WHBRBOP, the parties have set their hands and seals this ~~y of December, 1990. Signed, sealed and delivered int he presence of: USTEE As to HI TRUSTEE A. SCHROEDER, . .j . . 2 UNIVERSITY OF FLORIDA FOUNDATION, INC., a Florida (Zi~ Its OF FLORIDA STATZ OP PLORZDA COUHTY OP PAUl BJlACB ) I S8. I . ) .. . I BDBBY CBRTIn 1:bat: on ~1. day, be for. .. an orfioar duly aut:hori.ed in ~he .8~a~e and .county afor..aid ~9:~~~~e acknovledCJ.ent.., per.on~lly'~" .'a~pea~.d..:.:,III~ . ".A. ~______ ~'.. TRUSTD, well known t.o. _ -1lDd -baing by.. first. duly svom'"dld depose and s.y that. he execut:.d the foregoing inst.ruaent as his - act. and deed. WITNBSS 1IY han~ official last. aforesaid t.his day of "~l) OFFICIAL SEAL ~ ~ .,. A08EAT E. QGLES8Y \5J Not8ry Pulltlc.... 01 ~ .~ Mf CommIaIon &xpIreI ~......-J OCToeER'1. ,. .' Count.y and state 1990. My Commission Expires: -~ , , . 3 STATE OF FLORIDA COUNTY OF ALACHUA ) : sa.: ) I HBREBY CBRTIFY that on this day, before me an officer duly authorized in the state and C~ aforesaid to' take acknowledqments, personally appeared ",~ ' well known to me and being by me first duly sworn did depose and say that he is the p'M.~ 1TZMt. H""". ot UNIVERSITY OP FLORIDA FOtnfDATION, INC., a Plorida corporation, and he executed the toregoing instruaent on behalf of said corporation as its act and deed. WITHB88 ay hand and offioi.~ ~.al in the County and state l.at afor...ld thl. ~ day of ~ f:. .:..o~L~ , 1990. (i) 9MCw.1IAL' . 1IO_.I&na.1I1Y . ,.,.............-. ----. .~ . .~1;L~1~~'4~~ . ., My comai..ion Bxpire.: (winche.tar\addendua..ch) . :'.; . , . . . 4 Pl:PTB AKBHDIIBHT TO COJl'l'RACT POR SALE AND PURCBASB This Pl:PTB AJIJDIDII'IQJT TO CORTRACT PaR SALK AND PURCBASB (npifth endment') entered into this ~~ , 1995 by and between UNl:VERSl:TY OF FOUNDATION, HC. (nSeller-) and MICHAEL A. SCHROBDBR, (nBuyer- ) OF SALB day of FLORIDA Trustee WIT H B SSE T H: WHBRBAS, Buyer and Seller entered into a Contract for S.1e and Purcha.e dated December 6, 1989 (the .Contract.) and Adclenc1U11L dated Dec.-ber 6, 1989 with reapect to property owned by the S~T,D, which i. de.cribecl in Schectu1e A, i t_ 3 of the title inauranae c=-!taeDt at:tachecl hereto a. bhtbit: A (the .Property.). The : - . Contract ha. beeD ~rQ1ll time to tiae amendec:l by a I'ir.t Amendment to Contract: for Sale and Purcba.. dated April 4, 1990, a Second AmeDdaeDt to Contract for Sale and Purcha.e dated April 4, 1990, . Third Amendment to Contract for Sale and Purchase dated April 19, 1990 and a Fourth. Amendment to Contract for Sale and Purchase dated December 14, 1990 (the Addendum and Amendments hereafter referred to collectively as -the Amendments-); and WBBRBAS, the parties are desirous of amending the Contract in certain respect.; HOW THBRBI'ORB, in consideration of the mutual covenants and condi tions herein contained and other good and valuable considerations and receipt and sufficiency of which are hereby acknowledged, the parties agree that the Contract shall be amended as follows: ~ --:. 1. Deletion of Addendum and Prior Amendments: The Amendments are all hereby deleted. The Contract which is attached hereto as Exhibit -Bn, as modified by this Fifth Amendment, will hereatter be referred to as the nRestated Contract." . . 1 . e' 2. Conditions Precedent to the Closina: (a) Buyer's obligations to close shall be conditioned upon there not being in existence, at the t~e this transaction would otherwise close in accordance with the Restated Contract , any moratorium or similar government requirement or restriction which would prohibit, preclude or delay the development of the Property. Should the development of the Prop.rty not b. per.mitted to proceed, or he delayed, becauae of concurrency re.trictio~, morat:oriuaa or .iailar goveJ:1UD8Dt: r.quir....Dt:. or r..t:rict:i0n8 t:h. clo.ing will, at: Buyer'. opt:iOD, h. ext:eDC!ecl for p.riod. up t:o a tot:al of 4 years ar UDt:il .uch re.tric:t:ion. are removed., w!dahevar occur. first:. Buyer ahall cont:inue t:o pay the a4 valorem real property t:axes with respect: to the Propert:y during and throughout any such extension and shall receive a credit against the purchase price for 1/2 of all such payments, in accordance with paragraph 9 below. (b) Buyer has obtained, at Buyer's expense, a title insurance commitment a copy of which is attached as Exhibit -A- hereto. It shall be incumbent upon Seller to comply, at Sellers expense (i) with the requirements of Schedule B, Section 1, items 6,7,8,9 and 10 and to provide such documentation and take such action as may reasonably be required by the title insurer to delete Schedule B, Section 2, items 1,2,5 and 7. Sellers special warranty deed to be delivered at closing shall only be subject to matters set forth in the commitment as .. 2 items 8 and 9, Schedule B, Section 2 and taxes for the year of closing. (c) Seller shall provide a standard owner's affidavit as to any work perfor.med on the Property by Seller, parties in. possession (other than Buyer) and so as to cause the title insurer to delete the .gap. exception. 3. Condition. Sati.fied: The Buyer and Seller agree that the fo1lowiDg have been satisfied: (a) Satiafacticm of paJ:&gZ'aphs C, I, L, Q, T, V and ,. of the prepriDted. paragZ"aphs of the contra~~ ~titled .Standards for Real ..tate Tran.acti0D8W, (b) All of Buyer' 8 obligations in the Contract to obtain, as a condition precedent to closing, government approvals and required pe~t., including, but not 11m! ted to those for zoning, land use, annexation, concurrency (other than as contemplated by paragraph 2 (a> above>, demolition, clearing filling and demucking (the -Governmental Approvals-) . 4. Brokers: Buyer and Seller warrant and represent each to the other that there are no real estate or other Brokers with whom either ha. dealt with respect to the transaction contemplated by the Re.tated Contract, the cOl1sWlllD&tion of same or the closing contemplated hereby. Buyer and Seller shall indemnify and hold harmle.. each other against any loss, damage, liability, cost, claim or expense, including reasonable attorney's fees arising out of br.ach of their respective parts of their representations and . 3 warranties as set forth in this paragraph which representations and warranties shall survive the closing or if the closing does not occur, the termination of this Contract. 5. Letter of Credit. Seller will provide a $20,000 letter of credit made payable to the City of Boynton Beach and issued by Barnett Bank. Buyer will pay the annual fee charged for the letter of credit. Any draw upon the letter of credit by the City of Boynton Beach will be paid by Buyer within 30 days of the date of the draw. Failure to meet this deadline will be a default under this Agr.ement. 6. ..crow PuI1cU: The parties ackDowledge that the escrow agent has previously released the earnest money deposit, paid UDder the Contract, to pay for costs and filing fees ...ociated with the . application for and the pursuit of the amumation of the Propert:y in the City of Boynton Beach and the nec.ssary land use plan change. and other approval. a..ociated th.rewith. . .. ~ . .. ... 7. Ace.... Clearina and Muck Remdval: The Buyer shall have an unre.tricted right of access to and the possession of the Property. Th. Buyer shall, additionally, continue with its efforts to clear the Property and upon obtainment of the requisite permits and approvals, but in any event, prior to July 1, 1995 commence to . and SJ1Ch filling remove the muck from the Property, * DemuckJ.ng / sha.l..l. De substantially compl.ted on or before August 1, 1997. Substantial completion of demucking*~hall be evidenced by a certificate in a form reasonably satisfactory to Seller by an engineer reasonably acceptable to Seller to be provided on or before August 15, 1997. Buyer will not be responsible for demucking or filling a retention area of up to 3 acres in size. The Seller agrees to cooperate with Buyer in Buyer's efforts to obtain the requisite approvals necessary tta proceed with the work and, additionally, to permit the Property to be used as security for any bond that may required in conjunction with same. . . *and co fill to above the water cable s~ficiently to make the Property a dry site. **and filling to the extent required, Seller ~ Buye~ 8. Closina: The closing of the transaction contemplated by the Restated Contract shall take place on September 1, 1997 provided, however, that Buyer shall, in any event, have the right to close prior to the closing date as from time to time extended. The closing date shall, automatically and without any requirement for the giving of notice, ~e extended for two consecutive two year .periods .0 long as Buyer is not in default of its obligation to pay real estate taxes as provided in paragraph 9 below and the Buyer has substantially completed the demucking obligations and provided the engineer'S certification as set forth in paragraph 7 above. 9 . Ad. Valor.. "eal Prcmertv 'raxe.: Buyer and Seller have e.ch paid for ODe-half of the .d valor_ re.l prop.rty taxes with r.sp.ct tot he Property for calCld.~ y.ar 1994. CftMM4mciDg with .uch tax.. du. ~or calendar year 1995 and throughout the r_ift"~9' t.al of thi. Agr...-ut, Buyer shall p.y 100' of the ad valorem re.3:- property tax.. ......ed against the Property. Buyer shall be entitled to a cr.dit agatn.t the purchase price for all amounts paid by Buy.r for the 1994 taxes and one-half of all amounts paid by Buyer for ad valorem real property taxes with respec t to the Property for 1995, and thereafter. Buyer will diligently and in a timely manner protest any increa.e in the tax a.sessment for each year beginning with the 1995 tax valuation unless Buyer and Seller agree that protest would not be advisable. 10. Personal Pr01)ertv: The Seller acknowledges that Buyer will remove all personal property and improvements located on the Property and may dispose of same as Buyer in its sole discretion may elect without further notice or compensation to Seller or to any third party. Seller agrees to indemnify and hold har.mless the Buyer from and against any and all claims that my be asserted against Buyer as the result of its removal, destruction or disposition of any such personal property or improvements, whether . 5 by or on behalf of Charlene Boynton or Donald Lowe, or any other person or other claimant by, through or under either of them. 11. Mutual Releases: Seller and Buyer each agree to release, waive, discharge and covenant not to sue the other (and with respect to Seller, .the Board of Regents of the State of Plorida, the University of Plorida and its related entities), their officers, employees or agents with respect to any and all losses, costs, expenses, damages, liabilities, claims, demands, actions, suit., liens, cau... of action, judgment. and injuries that may be sustain.d or incurr.d by eith.r party (coll.ctively, the -Claims-), or to the Prop.rty arising out of, r.la ted to or a. a r.8Ul. t of the p.rfo~c. of the t.rma of the Contract and the AaendJaents, prior to the elat. of this I'ifth ~C1t, wh.ther cau.ed by negligeDCJ. o~ oth.rwi.e. Xt i. the intention of the Seller and Buyer, to r.l.... .ach oth.r .. d..cribed above for any Claims .uffer" before the date of this Fifth Amendment and that this R..tated Contract control for any C1at.a .uff.r.d on or sub.equent to ~.. Bff.ctiv. Dat.. S.ll.r aDd Buy.r agree that this paragraph i. intend.d to be as broad aDd inclusive as permitted by the laws of the Stat. of Plorida and that if any portion of this paragraph is held invalid, it is agreed that the balance will continue in full legal force and effect. This provision will survive the termination or merger of this Restated Contract unless otherwise expr..sly agre.d in writing by Seller and Buyer. 12. I:nsurance. Within 30 days of the date of this Agreement, Buyer will obtain insurance naming Seller as an additional insured and provide Seller with a certificate of insurance evidencing this coverage. The insurance will be (1) maintained until the date of closing hereunder (2) in amounts not less than $1,000,000 and (3) be issued by any company reasonably satisfactory to Seller. .' .... , .- . . 6 13. Disclosure of Environmental Matters. Buyer acknowledges that Seller disclosed the environmental matters referred to in Schedule B, Section 1 items 8 and 9 of the title c:ommi tment to Buyer. 14. No Joint V.ntur~. Seller and Buyer agree that the transaction. described in this Restated Contract are not a joint venture between Seller and Buyer. 15. BDtire Aareement. Thi. ae.tated Contract i. the entire agre..-nt between t:h. parti.. to this a..tat.d Contract with r.ap.ct to the INbj.ct matt.r of this ....t.ted Ccmtr.ct. All other aDd prior .gre..-nt., ccmtract., UDd.r.~.ft~{~g. and n8gotiatiaa., or.l or writteD .r. super.eded. by this ....t.ted. Ccmtract.. , .. . 16. Ko Ifod:1.ficatiOD. Thi. a..t.ted. CODtr.ct may ollly be moc!ifiecl or aaeDded by written inJItruaeDt signed by the part:!.e. to ~i. ....t.t.d Contract. 17. A.sit'n'll-ent. This Restated Contract may not be assigned by Buyer without the prior written consent of Seller unless: (a) the a.signment i. effective no earlier than the date of closing; or (b) the assigmnent i. to an entity in which Buyer has a controlling interest. 18. Succe.sors and Assians. This Restated Contract will inure to the benefit of and be binding upon the parties to this Re.tated Contract and their respective representatives, successors and permitted a.signs. - .. , ;. 19. Partial Invaliditv. If any portion of this Restated Contr~ct is held invalid or unenforceable by a court of competent . 7 juri.diction, the holding will not invalidate or render unenforceable any other provi.ions of this Restated Contract except when the invalidity or unenforceability of the provision results in a .ubstantial deviation from the general intent and purpose of this Re.tated Contract. Except a. modified hereby, the contract remains in full force and effect. Dated this Signed, .ealed and delivered, in the pre.ence of: . . :;;:~~.p;lP~ . .-...,... I ...- . . (~ra\rIrrH.p.8) . . ~ 'ltl.-- , 1995. '. UNVlBRSITY OP PLORIDA PotlJlDATXOIf. me 2 By: ~ a! luf Paul A. Robell Bxecutive Vice pre.ic:leDt 5/t h.J TRUSTEE 8 . , . . . , . .; ~ If. .,. . ~ . COMMITMENT FOR TITLE INSURANCE ISSUED BY AMERICAN PIONEER TITLE INSURANCE COMPANY COMMITMENT NO. 'CM-I-0731-SI AMERICAN PIONEER Tl'lU: INSURANCE COMPANY, a l'lortda corporation, herein caUed the Company, for a valuable conakleratloia. hereby comm1tl to lllue Its polley or poUdes of title Insurance, as Identllled In Schedule A, In favor of the propoeed Insured named In Schedule A, u owner or mortpgee oC the estate or Interest ccwered hereb)r In Ule land de8c:ribed or rel'erred to in Schedule ~ upon payment of tile premlu.... and c....... thenl'or; aU subjec:t to.the provisions of Schedules A and B and to the Conditions and Stlpulatlons hereof. The CcmuaI&ment Ihd be eIrectlve only when the identity of the proposed Insured and the amount of the polk:J or poIIcIea c:onunIttecI Cor have been IDserted In'Schedule A hereof by the Company, either at the time of the Issuance or thII CommlbRht or by subsequent. endorsement. This Commitment Is preliminary to the Issuance of such policy or policies of title insurance and all liabUitoy and obIlptlons hereunder shall cease and terminate six (6) months after the effective date hereof or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue such policy or poUdes Is not the fault of the Company. nlis Commitment shall not be valid or binding until Schedule A has been countersigned by either a duly auUlorizcd agent or representative of the Company and Schedule B has been attached hereto. IN WITNESS WHEREOF: AMERICAN PIONEER TITLE INSURANCE COMPANY has caused its corporate name and seal to be hereunto afllxed and by these presents to be signed in facsimile under authority of its by-laws, effective as of the date of Commitment shown in Schedule 'A bsued by: SOIP((<;I E:R AND LAlOfE, P .A. SUl'l'E 319A 2255 GU\IES R:W) BOCA ~, FIDRIDA 33431 . (401) 241-0300 .AT'lN: MICiAEL A. SOIRCEIER, ESQ. AMERICAN PIONEER TI11.E INSURANCE COMPANY By. ~~'d~ A"."'~ ~~ Secretary . . Exhibit "A" .,' ail """ :iAi: .-. .__.. -- ,-' ~---- .. ,,"- .---- _'-__4." c 0 K HIT KEN T Plant I (2085.95-49) 8CBBDOLB A Agent/Branch J (0731* C(lllWI tJlllnt NulOer CH-1-0731-8 .ffectlve Det. & TI.. Deceaber 21, 1994 aloo All lOin AIIlDu1 t ..1 rw"nnc. IIUl11be r R-0470 owner'. .....t '1,100,000.00 Other Mau'lt 1. Policy or polici.. to be issued: ALTA LOAN - 1990(4-6-90) or 1992(10-17-92) Florida Modified Proposed Insured: TO BB On~..D ALTA OWNER'S - 1990(4-6-90) or 1992(10-17-92) Florida Modified Propo..d In.ured: KICIIA& &. .CIIIlO__, U DUnD Rr- Other Propo.ed Insured: qy 2. The ..tet. .. Int...t 'n the ,... ....,.... .. ref........ t. In tile ea.1'-'t ... CtMred .....'n ,. 1'.. .DI1tLB ... ,. et 1M effletl.. _. ...., .... In. UIIXy_ZU o. ~%Da I'OUIID&U~, DIC., A n.oa%D& ~-:roa-~ OOUOU~XOll 3 . The land i. de.cribed a. follow.: PARCBL AI Lo~. 0, D, ., 1e.. ..i.~iD9 .~.~. road Ri9h~-of-.a7 ror .~~e Road .04, Block 4; Lo~. 0, 0, ., le.. ezi.~in9 .~a~e road Righ~-of-.ay, for .~a~e Road 804, Block 5, of PALK BBACH I'ARKS COKPAHY PLAT RO. ., accordin9 ~o ~h. Pla~ ~hereof, a. recorded in Pla~ Book 5, pag. 73, Public .ecord. of Pa1a Beacb CoUD~Y, I'lori4a. PARCBL BI Lo~. A, ., 0, 0, ., 8look 21, aD4 Lo~. A, 8, 0, D, ., 8lock 29, PALM .aACK I'ARKS COKPABY PLA~ .0. I, according ~o ~be p1a~ ~bereof, a recorded in Pla~ 800k 5, paq. 73, Public ..cord. of Pa1a .each UD~y, I'lorida. --. Issued by: 0731 8CRROBDBa ARD LARCHB, P.A. 0.. BOCA PLAC., SUIT. 319 - ATRIUM aoca aa~o., .L 33431-7313 (407) 241-0300 o : ~{aU\EL 1\. SOIRCEm , ESQ. c yri~.r.iqn.d Authorized Signatory 1I0TE:':,Thl. CaIIIIIt.."t canal.t. of INert ..... lebeled In I~l. A. Ic:h_de I-SectIon 1. end Sc:h-.le I-SectIon 2. "Thl. Co.IIllt.."t I. of no force end effect W\l... ell acheclll.. are Included. elont with any .Ider peg.. Ircorponted bv r.f.rlnCe In the lneert pili". n LJ Orltlrwl . . n W II.. Offlc. Capy n W A.,ent'. Capy n W Pt8nt Capy COM HIT MEN T Plant I (2085*95-49) SCBBDULB B - 8BCTION 1 Agent/Branch I (0731* ) :~ft..,t IUlber: CX-1-0731-a rhe following are requirements to be complied with: 1. Instrument(s) creating the estate or interest to be insured must be approved, executed and tiled for record to wit: a. .arran~y D..4 fro. UIIXVDSiTY OW WLORXDA WOUIIDATXOll, XIIC., A FLORXOA .OT-FOR-PRO~IT CORPORATIOll, ~o KICBABL A. SCBRO.OBR, AS TRUST.., conv.ying ~b. land. b. Kor~9a9. fro. XICRABL A. SCKRO.OBR, A8 TR08T.., .1ngl. p.r.ODe.) or jol..4 I>>y .pou.. (.), if aarriecJ, t.o TO .. DftlllUa.m, ill ~b. principal _owa~ of . , .Da1lllbe~i.9 tile 1_4. z. payaent of the full con.id.ration to, or for th. account or, the grantor. or ~rtgagor.. ). payaent of all tax.., ch.rg.., a.......nt., levied and ......ed against .ubj.ct pr..i..., which ~. due and payable. , 4. Sati.factory evidence .hould be had that i.prov...nt. and/or ~ repair. or alter.tion. ther.to are co8Pleted; that contractor, subcontractors, labor and .at.riat.en are all paid. 5 . Exception. three and four of Schedule 8 - section 2 . of this co_it.ent ..y be _ended in, or deleted from the policy to be is.ued if a survey, satisfactory to the company, is furnished to the co.pany. 5. Proof of para.nt of .11 p.Dding or c.rtifi.d aunioip.l charg.. o~ .p.cial ........nt.. 7. Proof ~h.~ ~h. ........n~. for garbag. and .a.t. ooll.ation .. provided for i. various ordinaDce. by Pa1a Beacb county ar. paid iD full. I. R.l.... of Bnviroua.ntal Li.D, aa oon~.in.d in ord.r r.aor4.d i. Official R.oord Book .931, pag. 351. ,. sati.faction of a..olution Ro. '031 of Tbe Solid ...t. Authority, recorded in Official ..cord Book "", paqe 123. 10. Proof of tbe current a.d active .tatu. of UlIIVBR8I~Y OP PLORIDA POUlIDATIOR, I.e., A WLORIDA lIOT-POR-PROWXT CORPORA~IOll. IIOTE: .!hla c...lt...,t canalata of IN."t ~ l_led In Sdteclll. A, Sdt....l. I-Section 1, end SdleclIl. I-Section Z. Thla C_It.."t Ie of no forc. end .ffect W1l... ell ec:heclll.. .re Included, slant with any . Icier pet.. Incorporated by refer.-,c. In the '....rt pet... 11 LJ Orl.l...l n LJ M~ Office C~ n LJ Aeent'. Copy n LJ Pl8nt Copy 1\ COM M I THE N T lant I 2085*95-49) SCBBDULB B - SleTION 2 Agent/Branch # (0731. ) _ltNnt lkaer: CK-1-0731-1 caeptiOD. It~le I of the policy 01" pollcle. to be II" ..Ill contlln uceptlorw to the foil ow I". .Uen ~le.. the ,. are dhpo..d of to the latllfectlon of the CClIIlI*"Y. Detects, liens, encu.branc.s, adverse claims or other matters, if any, created, tirst appearing in the public records or attaching subsequent to the etfective date hereof but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. Right. or olata. of parti.. iD po.....iOD Dot .bo.. by tb. Publio Reoord.. . Baoroaaba.at., o~.rlap., boUDclary liB.. ai.put.., ..4 otber _~~er. whioh would b. .i.alo... by aD aaoarat. surv.y ..d i..p.ation o~ ~. pr_i.... . ..._.at. or alalu of ......t.'Dot .bowa by th. .ulia ..aor4.. . ~" '1_.. or .peai.l ....._.at. wbiab are DOt .bo.. .. ..i.tiBCJ li_ .. by th. WUblia aeoorc1.. Tax.. _4 as..._at. for tb. year 1"5 Cwhiah will aot beaOlle :c11ii"':-:-- .: aa4 payable 1IIltil 1Io~8ber 1, 1115) _4 .ay t_.. or ....._..t. .ub.equ..t tb.reto, whiab are aot.yet clu. .ad payable. Any Clataa, Lo.. or Daaage tbe ia.ure. ..y suffer a. a result of ..y rigbt, title or iater.st of .e.t Penin.ular Title co.pany aad/or Ab.olute, Ina. and/or InternatioDal Tracer. of Aaeriaa, IDa., ref.r.aaing tbe road.ay. a. .et fortb OD Plat Ro. . of Pa1a Beaah rara. coapany 8ubdiYi.ioa, acaordiDg to the Plat thereof, reaord.d iD Plat Book 5, page 73, of tbe publia Reaorcls of .a1a Beaab cOUDty, rlorida, iDcludiDg but Dot liaitecl to the 10.. of right of aaa... to aDd fro. the i.sured la.d. Subj.ot to the Right of .ay of BoyntoD Beaah Blvd. .. DO. l.id out and ia u.e. . . ..... ..... ..... SBB ATTACBBD BCBBDULI B - BBCTIOR 2 CONTINUATION PAGI 1 ..... ..... ..... NOTE: T~" C~lt~t canelltl of lneert ,.... I_led In Schecille A, Sch~le I-Section 1. and Sch~le I-Section Z. 1"" ec..lt~t la of no force and effect ~1"1 III IcheciJle. Ire Included. .long ..Ith env .Ider peg.. Ircorporated by reference In the lneart pet... , J Orl,lrwl r1 W 1Ia.e Off I c. Copy r1 W Agent' I Copy r1 W Plant Copy .. L COM M I T MEN T Plant I (2085*95-49) SC.BDULB B - SBCTION 2 CONTINUATION PAGB 1 Agent/Brancl" (0731* CCIIIII~t IUMrI CJl-l-0731-8 9. ....rvatioD. by ~b. Lake Wortb Draiaave Di.triot r.corded iD De.d 800k 51', pave 21. (A. to Lot. C, 0, a.d ., 8look 5) NOT.. All of the reoord1ag iDfo~t1oD GODtai..d b.rei. ref.r. to the Public .ecord. of Pa1a ..acb county, Wlorida, unle.. otherwi.e iadioate4. BOT.s If reque.te4, 7he ~lorida BDdor....Dt Wora , will be attaobed to the Fiaal Loan Poliay whe. i..ue. wit_out a.y d.letio.. .ubjeot to co.pliaace of all UDderwritiDg requir..eDt. of CO.PaDY, reoeipt by the co.pa.J of .urYey ..etlav the requlr....t. of .eo. .27.7842(1) (a), subjeot to the Wlori4a Deputae.t Of I..ur..oe aule. goyeraiDV 10 i.suaaoe. If a .eletloa of"7 pzoYl.loD of tbe ~o~. l..~~~", DO fUll". of the p~opo.ea !uvea 1..... will lie 41Du." 1>>7 the ~7 or it. .011ay 1..a1ll9 a9_t wltlaoat firat aotlfyllaCJ tile p~opo." 1a81arecl leDd_ of tile ..1.'10. ... t1aa oIIbl.lag app~oftl of ~. ..1.'10. froa tbe p~opo." lJuna&a.. 1...... If tIae~... 1..... 1..... .0.. iaot: approy. tile .elet1o., ca....7 or Ita "1107 1...iDg ag~t .lIall IMt '... author1." a ~e~ U.e .&"01'0." 1.....'. f1llld. to th. propo." :laaur~ leader ... GaDael Ull. CiI ltaea'. NOTEI Thl. c-I~t eONllt. of I.....t..... '_'ed In left"". A, Ich.". I-Sectfon t, ... seta....,. I-Sectfon Z. . :lhl. C-U..." I. of no force snd effect W1l... III KheGll.. ara Included, alant with any .Ider pett.. Incorporated ~ raf...ence In the I"..rt ...... n w orlglNl . n W .... Ofltee Capv n W A.."t' I Copy n U Plant Copy F ;,:.:J . .).J :...J 'J .., J ':t F- t"'" _' ~ J r-- ...- r-. ~~.\ : . ~.., ~~~E 2 SIXTH AMENDMENT TO CONTRACT FOR SALE AND PURCHASE This SIXTH AMENDMENT TO CONTRACT FOR SALE AND PURCHASE (.S~ Amendment') entered into.as of this 24th day of September, 1997 by and between UNIVERsITY OF FLORIDA FOUNDATION, INC. ("Seller") and MICHAEL A. SCHROEDER, Trustee (ItBuyera) WIT N E SSE T H: 1IHERDS, Buyer aDd seller enterecl 1m:o a COIltract for S&le aDd Purchue dated l)ecember " 1989 (the -Contract.) aDd Adc1eDcb.. dated December 5, 198' with A8I*=t to property ownec:1 by the ~.T_, which is clesc:r~ on ~hihit -A- hereto (the -Property-).. The contract hu been from tilDe to ti.me aDt"'''<<l by a First ~t. eo '. Contract for Sale and Pureha8e dated April 4t, 1990, a See<:D'~. '. . . - ,"'...."- ~rdmeDt to contract f~r Sale aDC! Purebaee dated April 4, 1990,~.:._ ;:~:. Third AmeD~t to Contract for Sale aDd Purchase dated April 19,' . 1990 and a Fourth ADtrtdJn-'1t to Contract for sale and Purchase dated December 14, 1990 (the Addendum and Amendments hereafter refe~ to collectively.. -the Amendments-); and WHEREAS, the Contract, as amended, was funher modified by thai certain Fifth Amendment to Contract tor Sale and Purchase dated May ~2, 1995 (the .Fifth Amendmenc.); and WHEREAS, the partie. are desiroua of amending the Fifth Amendment in certain respects; NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained and other good and valuable considerations and receipt. and sufficiency of which are hereby acknowledged, the parties agree t.hat the Fifth Amendment shall be amended as follows: 1. Paragraph 7 of the Fifth Amendment is modified to read as follows: ft7. Access. Cl~arina and Muck Removal: The Buyer . shall have an unrestricted right of access to and the . possession of t.he Property. The Buyer shall, additionally, continue with its efforts to clear the F E 8 . 10) J . ~ '.J : . ,.) ,........~ ~, .7'i.. -... I....... , " '- PAGE J ?roperty and to remove the muck from the Propercy ~d to fill eo above the water cable sufficiently to make the Property a dzy site. Demucking and such filling shall be substantially completed on or before April 1, 1999. Substaneial completion ot demucking and filling to the extent required, shall be evidenced by a certificate in a form reaaonably satisfact~ry to Seller by an engLneer r~asonably acceptable to Seller to be provided on or before April 1, 1999. Buyer will not be responsible tor demucking or filling a retention are. of up to ) ~cres in size. The Seller agrees to 'coopera~e with Buyer 1D Buyer' . efforts to obtain. the requisite approva18 nec:...azy to proceed with.t:be work aDd, addit1~ly, ~ permit the Property to be used as s.curity tor any boJ:.:Id that may require<i 111 conjunction with AIDe. II '~ 2 . Paragraph 8 of the Fifth ~t 18 modified to read' as follows: .' --:.... I .' - · 8. ClosinfiJ: the closing of the transaction cODt8q)lated by the Re8tat~ COntract shall take place on september 1, 1999 provided, however, that Buyer shall, in anyevene, have the right.to close prior to the closing date as from time to time extended. On September 2, 199~, the closing date shall, automatically and without any requirement for the giving of notice, be extended to September 1, 2001, so long as Buyer is noe in default ot its obligation to pay real estate taxes a. provided in paragraph 9 below and the Buyer has substantially completed the demucking obligations and provided the engineer's certification as set forth in paragraph 7 above. II 3. Any provision of the Contract or the Fifth Amendment to the conerary notwiths~ancling, it is agreed that, in no event shall the net proceeds of sale payable by Buyer to Seller be reduced below $1,000,001.00 as the resulC of (i) credits against the purchase price pursuant to paragraph 9 of the Fifth Amendment: (ii) contt41lc~ually provided for prorations; and (iii) closing costS 2 1-' E U - ',J J . ~:J I' . .; . J I- R u :"1 ~ i i - . ~j :.; '" t l iJ ~I tQ PACE 4 otherwise payable by seller as set torth in the Contract and Fifth Amendment:, excluding attorney's fees and costs. The foregoing shall not serve, howev~r, to impose upon the Buyer any obligation to pay seller's attorney's tees and costs incurred in conjunction with this transaction. or any cost incurred by seller in clearing title so as to enable' it to convey title in accordance with applicable Contract requirements. 4 '. Except as modified hereby, the Contract, as amended, and the Fifth Amendment, remain in tull force and etfect. Signed. s.aled aD4 deli vced, in the p%'e.ence of: Print __ of Wit~ .. . ..' Print Name of .1en.ss Print Name ot Witness ~~~~ LYNN~ Print Name of Witness ~ AS TO BUYER. UHIVlRSIft OF PLORIDA ~OR, DIC. ~b.~ By: );au. D. .... . ' It.: MRdate Vice ~ ~... For .-'II,-=adoD . ;J/)h,/~'~:.: . . . . --.;..~.-. ~ Dated: Dated: . , ,~- . , , (J:\'\CLIENTS\WIN~\UO'F\SIxrH.AMB (0010.0Z7) 10/10/97/5j 3 p~GC: 5. , , " .\...... hctiw O.u 1 fl.. oea--hez 21, 1"4 ..00 M _~t k-1.-'Ji3.1.-. . itWVl'tnC'e ~ -0410 ............... . ,1,10.,..0.00 ..... -- Polley or Polic!.. ~o ba 18aued: ALTA LOAN - 1"0(4-.-90) or 1"2(10-17-92) Florida MOd1tled propo.ec:l Inaur.d: 1'0 .. D ALTA ONKBR'S - 1"0(4-'-90) OC 1'92(10-17-92) Florida ~1~led Propo88d. IJIauz'_: IU~~, a. , u ~A . .. .. " R" Other Propos. tn..eel: CJY n........ ......., ........ i rllJJ"., ,....;. ........_ _ -h_........ ~ .t..... .., .e . tile ..'*.... .... ..... It ~. III ~..........I..~ - ...... ... .. .. t ,~ .J> ( t , s.D., a ""'1~ M~~ .1 ...~ ". The 1_" 1IJ .__Dal _ rOlkWl; DJv..1'~ A. ,.. c, ., Ii, 1... ...~lfJ .ta. ._. ~I""l .1' ~ -~........ . a... ..., ~ 4' ~.,. e, D, .. l....~n'-w. Ra. &... .....,_J, 1IL1J', ~O~ .t:at:e .... 8M, a. lit ., d ... ~ ..- ...... ftIId _. ., &CICOdIDf to tile ~ _....f, _ E'.I_I.' Ia .Ia~ ..ok S, 1_'- ft, .-110 ._~ of ala ...... 01.", ftoriIIa. vue.. .1 Lob A, ., a, D, ., u... H, ... r.ou a, ., a, D, ., .rlde 2', .u.JI _DCII ..,.... C}-~ .., Mt. ., aoo::~:s. - t:1Ie .1a~ .. ~..f, .. reco~4" 1. .1a~ ...k I, .... 1S, "lio _. of ~ ...011 waty, ~1orl". ." " I...r by: 1711 .. y,......, . .A. OtML A. sa . . !SQ. aim ~ n-ac., IIU~"&'. 31' - Aft%UII t t:erwl,9n.t Authorized S19ft8~ry ~ US'OI!~_ ft. 33..31-731.3 (407) Z41-G.JUV )IE: rM. c:-,~ .....,. ., f...-t ..... ,....,.. 1ft ~... .Jill ..... ....,. 1. .... tit ~. ..w.tl.. 2. Tltl. c-t~ Ie ef .. f__'" .,fen..._ .n ......-.. .. end...... et.. wi. ..,.......... IN:8rpIW8t_ .. ref...... 1ft .... ~ ,..... I..... r ..) 4" ' ..."..( M U ... Offl_ ., n u ...... c..., n u P\_ 0IIIr EXHIBIT "B" ASSIGNMENT AND ASSUMPTION OF CONTRACT This Assignment and Assumption of Contract is entered into this day of I' by and between MICHAEL A. SCHROEDER, TRUSTEE ("Assignor") anc:r-- ( II Assignee ") . WHEREAS, Assignor is the Contract Purchaser under that certain Contract for Sale and Purchase between Assignor and The University of Florida Foundation, Inc. ("Foundation") dated December 6, 1989 as modified by the First through Sixth Amendments thereto, inclusive, (the "Contract"); and WHEREAS, Assignor desires to assign to Assignee all of Assignor's right, title and interest in and to the Contract; and WHEREAS, Assignee desires to acquire from Assignor all of Assignor's right, title and interest in and to the Contract and to assume Assignor's obligations thereunder. NOW, THEREFORE, in consideration of the conditions herein contained and other considerations, the receipt and sufficiency acknowledged, the parties agree as follows: 1. The foregoing Recitals are true and correct. mutual covenants and good and val uable of which are hereby 2. Assignor warrants and represents that the Contract is in full force and effect, that Assignor is the current holder of the interest of the buyer under the Contract and has not transferred any interest therein to any third party. 3. Assignor hereby assigns all of Assignor's right, title and interest in and to the Contract to Assignee. 4. Assignee hereby accepts this assignment and assumes the obligations of Assignor under the Contract. 5. This assignment shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. IN WITNESS WHEREOF, the parties have set their hands and seals on the date first above written. ASSIGNOR: MICHAEL A. SCHROEDER, TRUSTEE ASSIGNEE: a By: Print Name of Person Signing Its: (J:\7\CLIENTS\WINCHEST\UOFF\LEVY\ASSIGNME.WPD 10/01/99 sj) 1-1('1)-10-: 999 1. 0 : -1 cr _;HHP I PO :& q'A"IS 561 691 0066 F'.0203 ARTICLES OF ORGANIZA nON '.< OF BIRCHWOOD/BOYNTON, LLC 1 liD , II The undersigned, for the purpose of forminy a limited liability company undH ~ Limjt~d Liability CorTlpan)' /let. F.S. Chapter 608, hereby make. acknowledge, and ftt\,! folloll'ling Artioles of Organization. rn@~n n f? i Lf ['1 ,." F Jo~tt -- 8 ARTICLE I - NAME I\).::~, 7. . "--' i !~: " ,-_.~....... Tn€: I10JfTle of t!1e limited liability company sh~1I he B1RCHWOOD/80YNTON, lLC rC?/np<-IIlY") ARTICLE: II - ADDRESS Thfllllailing dddress and s~reet addre~s of the princIpal office of the Cmnpany shall be: Robert ^. Levy, 1€90 South Congr@ss Avenue, Suite 200, Delray 8each, FL 33445 ARTICLE 1\1 - DURATION . T~ll) C'~m~any shall cornm~nce Its p.lCi~hmce on the dale these articles of organization are filed by lhe Flol'id<l I')f!partment of Stete. The CompanY'lllxlstence Rh,,1I be pf!rp@tuHllIll,,",Pll'Il the Comoa.1Y I!} C',uher ~iSAolv8{j as prollld@!d In thllSP. Articles of OrgenllPtlon or pursurlllt to the Op/?Imlng ,z..,grean,t,ll', govern;nl1 tt,e operationa of tho Company ("Operating AgnH!ment") ARTICLE IV - REGISTERELJ OFFICE AND AGFNT T11~ n;~II...e and :'Itn~~t addl ~~!l of tho registered agent ot the Company In thf! Stale of FloridCl is Robert A. L.evy, ~690 South Congress Avenue, Suite 200, Defray Beach, FL 33446. ARTICLE v. ADDITIONAL CASH CONTRIBUTIONS . Each member shall f"lot be required to make any additional cash contributions to the Cc.rrpany, ell.r:ept pursuant to the Operating Agreement. ART!CLE VI ~ ADMISSIUN OF NEW MEMBERS Except as provided in the Operating Agreement, no additional members shall be admitted to the ':;orl'lpany px~"pt with thE! unanllTlou~ written coneent of ell the members of the Company and on such terms and conditions 8S shall be determined by an tl1e members, A member may tren9rt.r its hteresl i" the c.oi"Y'lpa:"y as ~E!t forth In lh@ Operating Agr'!f?rllent Any transferee shall hgve only those ri~lhts to I'l!Irticipate in the management of the business and affairs of the (;omp9PY or becc'1'\e a member u provIded In the Operating Agreement. unless s'l the other memb!!!rs of the Company other than tho!! member proposing to dispose of its interest approve of the proposed transfer by unanimous written consent. ARTICLE VII - T~AMINATION OF EXISTENCE 'he Com'Jany !hall be dissolvpo on the death. bankruptcy or dissolution of a member or II1Bl'lager, cr on the occurrl!!nce of any other event that termInates the contlnuE!d membership of a member In tM COnl~13ny, unles$ the business of the Company Is continued by the consent of OJ rnCljudi~ of the rem~ming members. Jl'ORMS/ARTICLESIARTlCLES OF ORGANlZATlON BIRCHWOODlBO)'NTON, LLC c.,........ ,.. I~!..~in:v.~c . c .L ~ ..'-'- _",. '--'f tDl~lU-19~~ lU;~O ':HP I RO 3, HI'l=rt3 SSl 691 '.3066 F',0::>03 ARTICLE VIII - MANAGEMENT/MANAGING MEMBER I he CO"!'lpO\:1Y stl.311 be lrIanfiged by a manllging member in accordance with the OplH",~il1g Agreement. Thll! Operating Agreement may contaIn any rrovisions for the regulation 8;,d me.nag!?ment of tha affairs of th~ c.ornp"ny not Inconsistent with lew or these Articles or OrYClllil<1ton. The Mmes and addresses of the Initial Managing Members of the Company are: Robert A. Levy H590 S. Congress Avenue Suite 200 Delray Beach, Fl 33445 , '. S, Martin Seldkin 7S9a Petors Road Suite G-10~ plantation, FL 33324 IN WI fNfSS WIIEI1EOF, the undersIgned orgar'll1er has made and subscribed these Articles c-f OrganizatIon at Delray Baach, Florida, on th;;riS day of November, 1999. ~- .- Robert A L8V Name of Or nizer STATF. OF FLO~iDA (.;UUNTY OF PALM BEACH ./)61 Sworn to (or affirmed) and subsclibed b@fore me,thls L.!::::.- day of November, 1999, bv ... - RooM A -U"YPJu:,nMlly KflUllJl11 .iL OR Produced Identification - -- -----l"ype <)1---. - -- - --. -- ----. - . --- - Idenlmc.licnProduced g;;],~ ->1'1Ra1~ NOta Ubllc, State of Florida _ _ t~A't p~ DEANNE M. ROSS Print, Iype or Stamp ~COMMISSION # CC 667613 Commissioned Name of Notar( PubllfJh '" m'~~LD~~ilJOOl 7"~ Of f\l A.TlANTIC BONDING CO, INC ACCEPTANC~ OF REGISTERED AGENT fhe under!lgned. bfOing the person nl!lmed il'1 th! Articles of Organization of Blrct!\l;olYimoynton, LlC, as the rl~gl6tared agent ofth!s limited liability company, her~by consents to accept se"Vlce of process for the above 9tated eompaflY at the place designated in lhe Articles of Organization, and accepts the appointment as registered agent and hereby agrees to act 'n this capacity. The undersigned further agrees to comply with the provIsions of all !'ltatlJtss relating to the proper and complete performance of h'S or her duties, and is familiar with end """"pi the obligation. o~ llie position of ~.,-/ Robert A. Levy , Registered Ag . FOR~1S/ARTICl.F.~/ARTJCLES OF ORGANIZA nON SIRCllWOODIBOYNTor-:, LLC ~~".Ari : I 1 . i . . ~, i. ,I; I .c TorrL P, 03 Description of Application Requirements Last Revised 8/7/00 Page 1 AFFIDAVIT ) ~.--;;-~.:' '. .. i D ~ & &. a w~/ 11 r Arr~ .- q "'IT. i .j .' .- - C JU' I .J STATE OF FLORIDA ) COUNTY OF PALM BEACH) BEFORE ME THIS 81h DAY OF AuqfA>1 ( h/,'s Ro./th (PRINT NAME) 20 0[; , PERSONALLY APPEARED WHO BEING DULY SWORN, DEPOSES AND SAYS: That the accompanying Property Owners List is, to the best of his/her knowledge, is a complete and accurate list of all the property owners, mailing addresses, and property control numbers as recorded in the Palm Beach County Courthouse for all properties within four hundred (400) feet of the below described parcel of land. The property in question is legally described as follows: See attached Legal Description. Further, Affiant sayeth not. tk~ Signature Sworn to and subscribed before me this A.D., 20 day of Notary Public State of Florida at Large My Commission Expires: G :\4 7224002\Wp\AppsIAFFIDA VT.doc\kjh