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.-~
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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
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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.
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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.
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_(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
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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.
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Kimley-Horn
and Associates, Inc.
August 7, 2000
047224002
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"'--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
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.
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
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· ~~~ [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
/
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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'-' ~...
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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
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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)
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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".;,~
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~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'._'!':="_
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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$1on cxpir~s~
(trr.\qcdu r . LOY)
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\."..~ OC"OG~!lI~. lyr"
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~GCOAO "l'i' qlf'IED
"AI.M aF.~c'''' COlJNr'r. FI.A
JOI-f"" 8 OUNKU!
CLIO~ CIl'lCl,:IT COI,JR"T
<~,":l/lJ.j, ~l!....v
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NU.l.'1'-1.
tJoItJd
I'IlIPARm a'i:
~S$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....."...
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,,"it IOtA 'LAn. ",,lill }; ~ . .
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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!⪻. 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- ~~ . .
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t. ~ '. :~.
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"'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
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PRI,",' r:t:1'1'~.~.K~f'<< av.t'1'btA
~a III 0 , 1;Jf' .. Wr-g. 1.<)
My Co&.ieaio" Expif'..'
,.
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"A'-'.. fU ";';11 GnuNfV. "LA
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l
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'IfIC:'; ":111': lINJVJ:;H;. t'l'Y 01'- ll"r..On"!"-'"\/\ l"OUNONI'ION, /\ \.'r.onT. 0/\ ro.HPOU^,"TON
-
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...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.'"'. ,........ "'.. ..., ,...1 4)1 A 4 If) h.. t.l1lI.IQeAl ~r .L 1_,II~..tl Il....or. tf-.. '~_..~.1 ,... t~Ac. .t..-.t 'i.~d\.lfJ(.~!J J L. ,.... ...__..t 4). II- .\ft-
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., "Ill ,_........"" l"''''''''' ul $ ........ .......... .....~., ...., ,L'1!\ I".....:.h.-.;.iont o."r.. .... ,....., 'c~.SUt..".... ,....,...... ~:.:.-II ~ ~". ~O..
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:0' ... ,.1..,.-'1.1"-= c.ur.........:o... I,," ell''''' '1liiI, ...., can:Gllhu c....... ..1 ~ ..".1.. ,,~..'" n.'lllllll-"'l".
Ihl II", ,'.0:-..... """,,~..,. ,.:~""'.""'.' ,'I..........'" ....1 ,..... ....IClII!CK III or, 1"')1.1') 0" v,.i.tI., """','toI ~ ,~. 0 .~ ."",1."':1"'" ,,"" '" '.. ,,,,. ,''''''''
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t...".P"~ ._ II.. ..~"...!'f..."..~ It. .P.to!le......., IW" ... .. ..~...L..:tI wll" ."tet .. "... (:....,...1 .. "...".,,", ft....tt. " .:It.....~ ., r..:.,'.!. c" "~. ~I.,,,,,..I i"'...... ~-\'\...
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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.. I..
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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
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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 $15,000.00 upon vacating the Property.
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Any.... vb'1oh 1~lahall beco.e payable hereun~er to
Charlene Boynton .hall'~. paid by Escrow Agent out of the Earnest
Money Deposit, it being understood, however, that such payments
shall not be credited a9ainat the Purchase Price.
10. Governaant ADDrova18. Seller agrees to execute such
authorizations, con.ents or other documents, at no expense to
Seller, as may be required to enable Buyer to pursue the rezoning
of the Property and annexation ot same into the city of Boynton
Beach and in conjunction with Buyer's pursuit of the Permits.
UNIVERSITY OF FLORIDA
FOUNDATION
AS TO SELLER
( Buyer)
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FIRST AMENDMENT TO CONTRACT FOR SALE AND PURCHASE
'l'hi. Firat AJaJar$.~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.
-
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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.
.
.
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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
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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),-#? --
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G-~ .r-
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BYI
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(Addendum\Foundat-l.Kaa)
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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~
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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
.
.
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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."
,......~
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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)
.
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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:
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"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
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UNIVERSITY OF FLORIDA
FOUNDATION, INC., a Florida
(Zi~
Its
OF FLORIDA
STATZ OP PLORZDA
COUHTY OP PAUl BJlACB
)
I S8. I
. )
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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:
-~
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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)
. :'.;
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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
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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.
. ..
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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.
.
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*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.
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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" '
..."..(
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u ...... c...,
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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:
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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.
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ARTICLE I - NAME
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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
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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
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TorrL P, 03
Description of Application Requirements
Last Revised 8/7/00
Page 1
AFFIDAVIT
)
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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:
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