Loading...
APPLICATION PROJECT NAME: Altman Bay Vista LOCATION: On the eastern terminus ofS.E. 23rd Ave. on the east side of US 1. COMPUTER ID:55-00000-6 I FILE NO.:NWSP-OO-OO5 II TYPE OF APPLICATION: n. I AGENT/CONTACT PERSON: OWNER/APPLICANT: Kilday & Associates, Inc. Altman Development Corporation PHONE: 561-689-5522 PHONE: 561-997-8661 FAX: 561-689-2592 FAX: 561-997-8706 ADDRESS: 1551 Forum Place, Suite 100A ADDRESS: 2201 Corporate.Blvd. NW #200 West Palm Beach, FL 33401 Boca Raton, FI33421 Date ofsubmittallProiected meetinl!: dates: SUBMITTAL / RESUBMITTAL 4111/00 1ST REVIEW COMMENTS DUE: 5/2/00 PUBLIC NOTICE: N/A TRC MEETING: 5/23/00 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 6/13/00 MEETING: CITY COMMISSION MEETING: 6/20/00 COMMENTS: NOTE: EXPEDITIOUS PROCESSINGOF THIS NW SITE PLAN APPLICATION NEEDED IICH\MAlN\SHRDA T A IPLANNINGISHAREDI WPIPROJECTSIBA Y VISTA NWSPIBA Y VISTA PROJECT TRACKING INFO.DOC CITY OF BOYNTON BEACH, FLORI....A PLANNING & ZONING DIVISION SITE PLAN REVIEW APPLICATION FOR NEW SITE PLANS & MAJOR MODIFICATIONS TO EXISTING SITE . Application Acceptance Date: Fee Paid: Receipt Number: This application must be filled out completely, accurately and submitted as an original to the Planning and Zoning Division. TWELVE COMPLETE, sequentially numbered, ASSEMBLED AND STAPLED sets of plans including a recent survey and appropriate fee shall be submitted with the application for the initial process of the Site Plan Review procedure. AN INCOMPLETE SUBMITTAL WILL NOT BE PROCESSED. Please print legibly (in ink) or type all information. I. GENERAL INFORMATION 1 . Project Name Bav Vista 2. Applicant's name (person or business entity in whose name this application is made): Altman Development Corporation Address: 2201 Corporate Blvd. NW #200 Boca Raton. FL 33421 Phone: 561-997-8661 Fax 561-997-8706: 3. Agent's Name (person, if any, representing applicant): Kildav & Associates. Inc. Address: 1551 Forum Place suite 100A West Palm Beach. FL 33401 Phone: 689-5522 Fax: 689-2592 4. Property Owner's (or Trustee's) Name: See attached list for property owner Information. 5. Correspondence to be mailed to agent only; if no agent, then to applicant unless a substitute is specified below:' 'This is the one address to which all agendas, letters and other materials will be mailed. 6. What is applicant's interest in the premises affected? (owner, buyer, lessee, builder, developer, contract purchaser, etc.) Contract Purchaser 7. Street address or location of site: Ave. on the east side of US 1. The site Is located at the eastern terminus of S.E. 23'. 8. Properly Control #: Please see the attached list of all property control numbers. Planning and Zoning Division - Rev. 10/15/1998 H:\CLlENTSI1465 ALTMAN DEV CORPl1465.01IGOVERNMENT DOCSISITE PLAN.DOC 9. Legal description of site: Intended use(s) of site: community. 10. 11. 12. 13. 14. 15. 16. Developer or Builder: Architect Landscape Architect: Site Planner: Engineer: Surveyor: Traffic Engineer: Please see attached leaal "ascription of site. . The site is to be developed as a luxury residential apartment Altman Development Mouriz 1 Salazar & Associates MTS Landscape Architects &Associates Mouriz 1 Salazar & Associates Schnars Enaineerina Corp. Cunninaham & Durrance Simmons & White 17. Has a site plan been previously approved by the City Commission for this properly? There have been two previous approvals on this property. Both were for restaurant uses. A portion of the property (formerly Gentlemen Jim's) previously received a land use chanae and rezonina to residential. An application has been submitted to for the other restaurant site (Strebb's) for a land use amendment and rezonina to residential as well. 18. Estimated construction costs of proposed improvements shown on this site plan: The anticipated construction costs will be comparable to similar 250+ unit multi-family developments in the Cltv. II. SITE DATA The following information must be filled out below and must appear, where applicable, on all copies of the site plan. 1. 2. 3. 4. Land Use Cateoorv shown in the ComDrehensive Plan Zonino District R-3 + C-3 Area of Site 14.33 acres 624.215 sq. ft. Land Use -- Acreaoe Breakdown SHD + LRC a. Residential, including 1.72 acres 12.0 % of site surrounding lot area of grounds b. Recreation Areas' 0.62 acres ~% of site (excluding water area) c. d. Water Area acres % of site Commercial acres % of site Industrial acres % of site Public/Institutional acres %ofsite Public, Private and Canal rights-of-way acres % of site Other: Open space 8.77 acres 61.2 % of site e. f. g. h. i. Other: Parking structure: 1.55 acres 10.8 % of site j. Other: Vehicular use/sidewalks 1.67 acres 11.7 % of site k. Total area of site 14.33 acres 100 % of site Planning and Zoning Division - Rev. 10/15/1998 H:\CLlENTSI1465 ALTMAN DEV CORPl1465.011G0VERNMENT DOCSISITE PLAN.DOC . including open s(Jace suitable for outdoor recreation, and I u;lving a minimum dim",'lSion of 50 ft. by 50 ft. 5. Surface Cover a. Ground floor building 3.27 acres 22.8 % of site area ("building footprint") b. Water area o acres 0 % of site c. Other impervious areas, including paved area of public & private streets, paved area of parking lots & driveways (excluding landscaped areas), and sidewalks, patios, decks, and athletic courts. 1.67 acres 11.7 % of site d. Total impervious area ~ acres 34.4 % of site e. Landscaped area acres % of site inside of parking lots (20 sq.ft. per interior parking space required - see Sec. 7.5.35(g) of Landscape Code). f. Other landscaped areas,_ acres 0/0 of site g. Other pervious areas, including golf course, natural areas, yards, and swales, but excluding water areas acres % of site Planning and Zoning Division - Rev. 10/15/1998 H:ICLlENTSl1465 ALTMAN DEV CORPl1465.01IGOVERNMENT DOCSISITE PLAN.DOC c. . (1) (2) (3) (4) d. Multi-Family (3 . Efficiency 1 Bedroom 2 Bedroom 3+ Bedroom hed dwelling units) dwelling units 76 dwelling units 146 dwelling units 64 dwelling units Total multi-family ~dwelling units e. Total number of dwelling units: 286 units 8. Gross Density: 19.96 dwelling units per acre 9. Maximum heioht of structures on site 45 feet....!. stories 10. Reouired oft-street Darkino a. Calculation of required number of oft-street parking spaces b. Off-street parking spaces provided on site plan 60 (1 BR) 328 (2BR) 128 (3 BR) 554 reauired total 557 provided Representative of the project must be present at all Technical Review Committee, Planning and Development and City Commission meetings held to review this project. Planning and Zoning Division - Rev. 10/15/1998 H:ICLlENTSI1465 ALTMAN DEV CORPI1465.01IGOVERNMENT DOCSISITE PLAN.DOC t<IOER TO SITE PLAN APPLlCATIOr-. The undersigned as applicant for Final Site Plan Approval does hereby acknowledge, represent and agree that all plans, specifications, drawings, engineering, and other data submitted with this application for review by the City of Boynton Beach shall be reviewed by the various boards, commissions, staff personnel and other parties designated, appointed or employed by the City of Boynton Beach, and any such party reviewing the same shall rely upon the accuracy thereof, and any change in any item submitted shall be deemed material and substantial. The undersigned hereby agrees that all plans, specifications, drawings, engineering and other data which may be approved by the City of Boynton Beach, or its boards, commissions, staff or designees shall be constructed in strict compliance with the form in which they are approved, and any change to the same shall be deemed material and shall place the applicant in violation of this application and all approvals and permits which may be granted. The applicant agrees to allow the City of Boynton Beach all rights and remedies as provided for by the applicable codes and ordinances of the City of Boynton Beach to bring any violation into compliance, and the applicant shall indemnify, reimburse and save the City of Boynton Beach harmless from any cost, expense, claim, liability or any action which may arise due to their enforcement of the same. . \ READ, KN WLEDGED AND AGREEO TO this -LD- day of Ar;g.\_ , ~ . ~~q1A. A plicant c..h~~ $ KQJ'r I A ~QAf\ - - ~ \<.\\J..~ ... A.~o~S Planning and Zoning Division - Rev. 10/15/1998 H:\CLIENTSI1465 ALTMAN Dev CORPl1465.01lGOVERNMENT DOCSISITE PLAN.DOC I, hereby give consent to Kilday & Associates, Inc. to act on my behalf, to submit this application and all required materials and documents, and to attend and represent me at all meetings and public hearings pertaining to the subject property located in the City of Boynton Beach. I hereby give consent to Kilday & Associates, Inc. to agree to all terms or conditions that may arise as part of the approval of this application. i hereby certify that I have full knowledge that the property I have an ownership interest in is the subject of this application. I further certify the statements or information made in any paper or plans submitted herewith are true and correct to the best of my knowledge. Scott Auker, Vice President (Name) dAd- -(Signature) Contract Purchaser Information: Altman Development Corp. 2201 Corporate Blvd. NW , suite 200 (Address) Boca Raton, FL 33434 (City, State, Zip) Notary Public Information: The foregoing instrument was acknowledged before me this ,~ day of marc- ~ 1-9- 02000 by, ~ L~ A K t r (name of person acknowledging). ~he is personally known to me or nas I'lraeh:lseEl (ty(3e 6f ieleAtifieatian) as iEleAtiJieatiQI'1 and~id not take an oath. (circle correct response) A(Y'..~ LJ I Ie OX (Name) ~ /-. )~ (Signature . My Commission expires on: Notary's Seal or Stamp ;";~"""- *ir *My caniInosoon CCB77320 .....::.r Explru Oclober 5.2003 III. CERTIFICATION (I) (We) understand that this application and all papers and plans submitted herewith become a part of the permanent records of the Planning and Zoning Division (I) (We) hereby certify that the above statements and any statements or showings in any papers or plans submitted herewith are true to the best of (my) (our) knowledge and belief. This application will not be accepted unless signed according to the instructions below. ~ /J;A ;e- iigRatllJ:9 of ~~_'R9r(8) Sf TftJstee, of .'\l::JtheFiEsd rFiReiJ3E11 if J3FSpeFty is 5nl,&d (,y a e8FperatieM er ether t:lYSiR980 9r:1tity. ""o~"'-..,.- l' lJ 1a- c:..M1/> oS, '1L~ ~ At-'TJ'o'Afool blEV'Il....C>~....'\5:.t.:>.,- G.. ....:p Planning and Zoning Division - Rev. 10/15/1998 H:ICLIENTSI 1465 ALTMAN DEV CORPI 1465.01IGOVERNMENT DacSlSlTE PLAN. DOC ~/2-"t/DC Date ,4 I.. T'J'o\A IV NuJ5R- OO-lf:r ~ITY OF BOYNTON BEACH, FLORI~.' PLANNING & ZONING DIVISION SITE PLAN REVIEW APPLICATION FOR NEW SITE PLANS & MAJOR MODIFICATIONS TO EXISTING SITE Application Acceptance Date: I ~cvLt<0;; Fee Paid: Receipt Number: It) 00. eJCJ APk I lJ This appiication must be filled out completely, accurately and submitted as an. original to the Planning and Zoning Division. TWELVE COMPLETE, sequentially numbered, ASSEMBUiiD ANDSTAPLiODsets of plans inciuding a recent survey and appropriate fee shall be submitted with the application for the initiarproc~ of the Site Plan Review procedure. AN INCOMPLETE SUBMITTAL WILL NOT BE PROCESSED. Please print legibly (in ink) or type all information. I. GENERAL INFORMATION 1. Project Name Bav Vista 2. Applicant's name (person or business entity in whose name this application is made): Altman Development Corporation Address: 2201 Corporate Blvd. NW #200 Boca Raton. FL 33421 Phone: 561-997-8661 Fax 561-997-8706: 3. Agent's Name (person, if any, representing applicant): Kildav & Associates. Inc. Address: 1551 Forum Place suite 100A West Palm Beach, FL 33401 Phone: 689-5522 Fax: 689-2592 4. Properly Owner's (or Trustee's) Name: See attached list for property owner information. 5. Correspondence to be mailed to agent only; if no agent, then to applicant unless a substitute is specified below:' 'This is the one address to which aU agendas, letters and other materials will be mailed. 6. What is applicant's interest in the premises affected? (owner, buyer, lessee, builder, developer, contract purchaser, etc.) Contract Purchaser Street address or location of site: Ave. on the east side of US 1. The site is located at the eastern terminus of S.E. 23'. 7. 8. Property Control #: Please see the attached list of all propertv control numbers. Planning and Zoning Division - Rev. 10/15/1998 H:ICLlENTSI1465 ALTMAN DEV CORPI1465.01IGOVERNMENT DOCSISITE PLAN. DOC 9. 10. 11. 12. 13. 14. 15. 16. Legal description vf site: Intended use(s) of site: community. Developer or Builder; Architect Landscape Architect: Site Planner: Engineer: Surveyor: Traffic Engineer: Please see attached leoal "-,,scription of site. The site is to be developed as a luxurv residential apartment Altman Development Mouriz / Salazar & Associates MTS Landscape Architects &Associates Mouriz / Salazar & Associates Schnars EnQineerina Corp. CunninQham & Durrance Simmons & White 17. Has a site plan been previously approved by the City Commission for this property? There have been two previous approvals on this property. Both were for restaurant uses. A portion of the propertv (formerlv Gentlemen Jim's) previouslv received a land use chanQe and rezonina to residential. An application has been submitted to for the other restaurant site (Strebb's) for a land use amendment and rezonina to residential as well. 18. Estimated construction costs of proposed improvements shown on this site plan: The anticipated construction costs will be comparable to similar 250+ unit multi-familv developments in the Citv. II. SITE DATA The following information must be filled out below and must appear, where applicable, on all copies of the site plan. SHD + LRC 1. 2. 3. 4. Land Use Cateoorv shown in the Comprehensive Plan Zonino District R-3 + C-3 Area of Site 14.33 acres 624.215 sq. ft. Land Use -- AcreaQe Breakdown a. Residential, including 1.72 acres 12.0 % of site surrounding lot area of grounds b. Recreation Areas * 0.62 acres ~% of site (excluding water area) Water Area acres % of site Commercial acres %ofsite Industrial acres %ofsite Public/Institutional acres % of site Public, Private and Canal rights-of-way acres % of site Other: Open space 8.77 acres 61.2 % of site c. d. e. f. g. h. i. Other: Parking structure: 1.55 acres 10.8 % of site j. Other: Vehicular use/sidewalks 1.67 acres 11.7 % of site k. Total area of site 14.33 acres ---1QQ. % of site Planning and Zoning Division - Rev. 10/15/1998 H:ICLlENTSI1465 ALTMAN DEV CORPI1465.01IGOVERNMENT DOCSISITE PLAN. DOC . including open l:>J-'dt;tl suitable for outdoor recreation, ana, _Ning a minimum dime, .~ton of 50 ft. by 50ft. 5. Surface Cover a. Ground floor building 3.27 acres 22.8 % of site area ("building footprint") b. Water area o acres 0 %ofsite c. Other impervious areas, including paved area of public & private streets, paved area of parking lots & driveways (excluding landscaped areas), and sidewalks, patios, decks, and athletic courts. 1.67 acres 11.7 % of site d. Total impervious area ....!J!.. acres 34.4 % of site e. Landscaped area acres %ofsite inside of parking lots (20 sq.ft. per interior parking space required - see Sec. 7.5-35(g) of Landscape Code). f. Other landscaped areas,_ acres % of site g. Other pervious areas, including golf course, natural areas, yards, and swales, but excluding water areas acres % of site h. Total pervious areas 9.43 acres 65.6 % of site i. Total area of site 14.33 acres 100 % of site 6. Floor Area a. Residential 323.560 sq. ft. b. Commercial/Office sq. ft. c. I ndustrial/W are house sq. ft. d. Recreational sq. ft. e. Public/I nstitutional sq. ft. f. Other (specify) sq. ft. g. Other (specify) sq. ft. h. Total floor area 323.560 sq. ft. 7. Number of Residential Dwellino Units a. Single-family detached sq. ft. b. Duplex sq. ft. Planning and Zoning Division - Rev. 10/15/1998 H:ICLlENTSI1465 ALTMAN DEV CORPI1465.01IGOVERNMENT DOCSISITE PLAN.DOC c. (1) (2) (3) (4) Multi-Family (3 4 Efficiency 1 Bedroom 2 Bedroom 3+ Bedroom 'led dwelling units) dwelling units 76 dwelling units 146 dwelling units 64 dwelling units d. Total multi-family 286 dwelling units e. Total number of dwelling units: 286 units 8. Gross Densitv: 19.96 dwelling units per acre 9. Maximum heioht of structures on site 45 feet....!. stories 10. Reouired off-street parkino a. Calculation of required number of off-street parking spaces b. Off-street parking spaces provided on site plan 60 (1 BR) 328 (2BR) 128 (3 BR) 554 reauired total 557 provided Representative of the project must be present at all Technical Review Committee, Planning and Development and City Commission meetings held to review this project. Pianning and Zoning Division - Rev. 10/15/1998 H:ICLlENTSI1465 ALTMAN DEV CORPI1465.01IGOVERNMENT DOCSISITE PLAN.DOC "IDER TO SITE PLAN APPLlCATIO,. The undersigned as applicant for Final Site Plan Approval does hereby acknowledge, represent and agree that all plans, specifications, drawings, engineering, and other data submitted with this application for review by the City of Boynton Beach shall be reviewed by the various boards, commissions, staff personnel and other parties designated, appointed or employed by the City of Boynton Beach, and any such party reviewing the same shall rely upon the accuracy thereof, and any change in any item submitted shall be deemed material and substantial. The undersigned hereby agrees that all plans, specifications, drawings, engineering and other data which may be approved by the City of Boynton Beach, or its boards, commissions, staff or designees shall be constructed in strict compliance with the form in which they are approved, and any change to the same shall be deemed material and shall place the applicant in violation of this application and all approvals and permits which may be granted. The applicant agrees to allow the City of Boynton Beach all rights and remedies as provided for by the applicable codes and ordinances of the City of Boynton Beach to bring any violation into compliance, and the applicant shall indemnify, reimburse and save the City of Boynton Beach harmless from any cost, expense, claim, liability or any action which may arise due to their enforcement of the same. . \ WLEDGED AND AGREED TO this {D day of ARR..~_ ' ~ . - ce,y~A- A plicant ~h.Q.~ s K~r I It fi::,~ -- . ~ \<.\~~~ '4- fl..<;hC~S Planning and Zoning Division - Rev. 10/15/1998 H:ICLlENTSI1465 ALTMAN DEV CORPI1465.01IGOVERNMENT DOCSISITE PLAN.DOC --------_._._----_._--~- I, hereby give consent to Kilday & Associates, Inc. to act on my behalf, to submit this application and all required materials and documents, and to attend and represent me at all meetings and public hearings pertaining to the subject property located in the City of Boynton Beach. I hereby give consent to Kilday & Associates, Inc. to agree to all terms or conditions that may arise as part of the approval of this application. I hereby certify that I have full knowledge that the property I have an ownership interest in is the subject of this application. I further certify the statements or information made in any paper or plans submitted herewith are true and correct to the best of my knowledge. Scott Auker, Vice President (Name) d/A /1 - (Signature) Contract Purchaser Information: Altman Development Corp. 2201 Corporate Blvd. NW ,suite 200 (Address) Boca Raton, FL 33434 (City, State, Zip) Notary Public Information: The foregoing instrument was acknowledged before me this, ~ day of metre.. ~ 1-9- Olooo by '-~ +t ~ A K t r (name of person acknowledging). ~he is personally known to me or !:lClS J3reell:leoa (tyl'lC sf ielcAtifieatiel9) a5 iac)Atifieation and~id not take an oath. (circle correct response) A(n.~ LJ I ic ox (Name) ~ I~)~ (Signature . My Commission expires on: Notary's Seal or Stamp "~6 "" Amy Wilcox *U' *My CcmmlISlOfl CC877320 "~.....:J" Expires October 5, 2003 III. CERTIFICATION (I) (We) understand that this application and all papers and plans submitted herewith become a part of the permanent records of the Planning and Zoning Division (I) (We) hereby certify that the above statements and any statements or showings in any papers or plans submitted herewith are true to the best of (my) (our) knowledge and belief. This application will not be accepted unless signed according to the instructions below. ~ /1~ ;C SiSlR:ature of O\,\'Rer(s) Sf Tru3tec, of- .'\b1tA6fized rriRSiJ=lal if prslgeFty i3 avvll'CJ by :1 asrraeFatieR Of atAer BLlSiRO€t 9r:ltity. G......~c-.,.- po~c..I+ICl.s.1LK.... " AL-l7"\A~ b~vl!'-'--o1"""'E..::>.- Co I:> Ri" -S/2.."f/OC; Date Planning and Zoning Division - Rev. 10/15/1998 H:ICLlENTSI1465 ALTMAN DEV CORPI1465.01IGOVERNMENT DOCSISITE PLAN.DOC A L-T7VIA,.,) III. CERTIFICATION (I) ry.Je) understand that this application and all papers and plans submitted herewith become a part of the permanent records of the Planning and Zoning Division (I) ry.Je) hereby certify that the above statements and any statements or showings in any papers or plans submitted herewith are true to the best of (my) (our) knowledge and belief. This application will not be accepted unless signed according to the instructions below. >-~o~ J~'Of D~e ~L{(~ Authorized Princi.. if property is owned by a corporation or other business entity. 1"AIWA~ o~ Planning and Zoning Division - Rev. 10/15/1998 H:ICLIENTSI1465 ALTMAN Dev CORPI1465.01IGOVERNMENT DOCSISITE PLAN. DOC RPR 04 2000 13:49 FR RLTMRN DEVELOPMENT 561 997 8706 TO 2786992 P.05/05 III. CERTIFICATION (I) (We) understand that this application and all papers and plans submitted herewith become a part of the permanent records of the Planning and Zoning Division (I) ~e) hereby certify that the above statements and any statements or showings in any papers or plans submitted herewith are true to the best of (my) (our) knowledge and belief. This application will not be accepted unless ~i9 d ~a;;;;t~WtMtUd.. \'-. tJt,.'rJ.e..,'th)./MIJ.AJ... . nature of OWner(s) or Trustee, of Date /i ivIa <Ii ,;)tJlia Authorized Principal if property is owned by "'7/' -- - a corporation or other business entity. ",e.~/I-lO"""""t:> 04/04/00 TUE 14:59 FAX 1 561 276 5489 SPIN DIT FED DOW HI"""I< t:l4 .::::lOlc:::lla 1-'1~,j t-H H' '--......N DE:UELOPt'tENT 561 997 8706 TO 2755489 IQJ 005 P.1a5 -..., III. CERTIFICATION (I) (We) understand that this application and all papers Bnd plans submitted herewtth become a part of the permanent records of the Planning and Zoning Division (I) (We) hereby certify that the above atatements and any statements or showings in any papers or plans submitted herewith are true to the best of (my) (our) knowledge and belief. "'1& application will not be accepted unless signed acoordlng to the inswetlons below. \'-. Signature of Owner(s) or Trustee, of Authorized F'r1ncipal if property Is owned by a corporation or other business enUty. ~:t. rm~ T1J4€- Dale RPR 04 2000 15:58 M"EJU:-P-\- /ISA":::' T1 ,..) C>-- 1 561 276 5489 PRGE.05 ----" -----_._-~-----~~---~--~_.~ rJW&' - Il()-UO~ SIMMONS & WHITE, INC. .~ , 286-Unit Apartment Complex City of Boynton Beach, Florida SITE DATA The subject parcel is located on the east side of U.S. 1 at the easterly terminus of 23r. Avenue and contains approximately 14 acres. Existing site improvements consist of approximately 10,000 S.F. of quality restaurant (Streb's and Gentleman Jim's) and a 4.6 acre wholesale nursery. Proposed site development consists of removing the existing improvements and constructing a 286-unit apartment complex with a build-out of 2002. For additional information concerning site location and layout please refer to the site plan prepared by Mouriz Salazar Architect & Planners. PURPOSE OF STtIDY This study will analyze the proposed development's impact on the surrounding thoroughfares within the project's radius of development influence in accordance with the Palm Beach County Land Development Code Article 15, Traffic Performance Standards. The Traffic Performance Standards require that a proposed development meet two "tests" with regard to traffic. Test 1, or the Link/Buildout Test, requires that no site specific"development order be issued which would, during the build-out period of the project, add project traffic at any point on any major thoroughfare link within the project's radius of development influence if the total traffic on that link would result in an average annual daily traffic or peak hour traffic volume that exceeds the adopted threshold level of service during the build-out period of the project. Test 2, or the Model Test, requires that no site specific development order be issued which would add project traffic to any link within the project's model radius of development influence if the total model traffic on that link would result in an average annual daily traffic' volume, as determined by the model, that exceeds the adopted level of service. For the purposes of this analysis, the construction contemplated in the Modified 2010 Plan shall be used. This study will verify that the proposed development's traffic impact will meet the above Performance Standards. 4623 Forest Hili Boulevard. SUite 112. West Palm Beach, FlOrida 33415 Telephone (561) 965.9144 . Fax (561) 965.0926 Certificate of Authorization Number 3-1.52 Traffic Impact Statement Job No. 00-43 April 10, 2000 - Page Two TRAFFIC GENERATION The Palm Beach County Unified Land Development Code Article 15, Section 15 (I) (C) - Traffic Performance Standards - APPLICABILITY Subsection 2 (B) requires that for any application for a site specific development order on property on which there is an existing use shall be subject to the Palm Beach County Traffic Performance Standards to the extent the traffic generation projected for the site specific development order exceeds the traffic generation of the existing use. The generation rates and capture rates of the existing use shall be updated to current pro forma traffic generation and pass-by rates and shall be used to calculate existing use traffic. The traffic currently vested to the site by the existing use may be calculated as follows: OUALITY RESTAURANT (10.000 S.F. 1 10,000 S.F. x 96.51 tpd 1000 S.F. = 965 tpd Less 5% Passer-By = -145 tpd NET = 820 tpd WHOLESALE NURSERY (4.6 ACRES 1 4.6 Acres x 'L..Sl. Acre = 32 tpd TOTAL = 852 tpd The traffic to be generated by the proposed development may be calculated in accordance with the traffic generation rates provided in Table 10.8-1 Fair Share Road Impact Fee Schedule of Article 10: MULTI-FAMILY (286 D.U.l 286 M.F.D.U. x 7 tod D.U. = 2002 tpd The proposed plan of development therefore results in a net increase of 1150 tpd over the existing uses as follows: 2002 tpd - 852 tpd = 1150 Traffic Impact Statement Job No. 00-43 April 10, 2000 - Page Three TRAFFIC GENERATION (CONTINUED) The Palm Beach County Traffic Performance Standards Section 15. (I)L Subsection 1 states: "The Coastal Residential exception to the level of service requirements of this Section promotes urban infill and deters urban sprawl. It also promotes redevelopment. It provides closer proximity of residential uses to commercial uses and employment bases, thereby reducing the impact on the overall Major Thoroughfare system, pollution, the use of fossil fuels and other resources, and the travel time and needs of the public. Because it applies only to the incorporated area, it also promotes annexation of unincorporated areas. Therefore, the public benefits of an uncrowded and efficient road system promoted by this Section are also promoted generally (but not necessarily on a specific Link or Major Intersection) by the creation of a Coastal Residential exception to the level of service requirements of this Section. The Coastal Residential exception may also result in more integration in the Palm Beach County School system." Therefore, the proposed 286 multi-family dwelling units meet the Palm Beach County Traffic Performance Standards criteria via the Coastal Residential Exception. Although the project is approvable with regard to traffic performance via the Coastal Residential Exception, the net external traffic of 1150 tpd will be assigned to the roadway network as required by SECTION 15. (I) L COASTAL RESIDENTIAL EXCEPTION, Subsection 3. RADIUS OF DEVELOPMENT INFLUENCE Based on Table 2A and 2B of the Palm Beach County Traffic Performance Standards, for a net trip generation of 1150 trips, the radius of development influence shall be two miles for Test 1 and one mile for Test 2. EXISTING TRAFFIC Existing average annual daily traffic volumes for the links within the radius of development influence were available from the Metropolitan Planning Organization of Palm Beach County 1998/1999 Annual Traffic Volume Map. Traffic Impact Statement Job No. 00-43 April 10, 2000 - Page Four EXISTING TRAFFIC (CONTINUED) Background traffic, consisting of historical growth allowances furnished by Palm Beach County, major project traffic, and anticipated development in the area was also considered. The following Table calculates the 3-year historical growth rate for each of the applicable count stations within the project's radius of development influence: L.I.l:iK A U.S. 1 95/96 98/99 1. 1. South of Old Dixie Hwy. 20038 19202 -1. 41%' (Use 1%') 2 . South of Woolbright Road 25435 26116 0.88%' (Use 1%') 3 . North of Woolbright Road 21626 22129 o . 77%' (Use 1%') B. 23r. AVENUE 1. East of Seacrest Blvd. 2 . East of I-95 3 . East of Congress Avenue C. WOOLBRIGHT ROAD 1. West of ICWW Bridge 2 . East of I-95 * 1995 AADT ** 1998 AADT 7451 10332 9907 7022 11800 11510 -1. 96%' (Use 1%') 4.53% 5.13%' 8262* 10213** 7.32% 29525 33198 3.99% The project is expected to be built-out in 2002 and background traffic was projected to that time. Please refer to Figure 1. The project distribution was based upon the existing and proposed geometry of the roadway network, a review of the existing and historical travel patterns, as well as a review of the proposed development and improvements in the area. The distributed traffic for the project at full build-out of the development was assigned to the links within the project's radius of development influence and can be seen in Figure 1. The 1998/1999 average daily traffic volumes, the proposed project traffic, background traffic, and the total traffic are also shown in Figure 1. Traffic Impact Statement Job No. 00-43 April 10, 2000 - Page Six PEAK HOUR TRAFFIC VOLUMES (CONTINUED) The proposed plan of development will therefore result in a net increase of 138 external A.M. peak hour trips and 111 external P.M. peak hour trips from the currently existing development. The existing average peak hour traffic has been determined by factoring the 1998/1999 average annual daily traffic by a "K" factor of 9.3% and can be seen in Figure 2. The project's net external P.M. peak hour traffic volumes, the peak hour background traffic, and the total peak hour traffic volumes are also shown in Figure 2. Based on the Level. of Service "D" Average Peak Hour Threshold Volumes shown in Table 1A of the Palm Beach County Traffic Performance Standards and the total peak hour volumes shown in Figure 2, this proj ect meets the applicable Peak Hour Traffic Volume Link Performance Standards on all links within the project's radius of development influence except Woolbright Road between U.S. 1 and Seacrest Blvd. SITE RELATED IMPROVEMENTS The A.M. and P.M. peak hour directional distributions at the development with no reduction calculated as follows: turning movement volumes and project entrances for the proposed for existing use credits may be PERIOD ~ PEAK HOUR DIRECTIONAL DIRECTIONAL EA'I'E DISTRIBUTION DISTRIBUTION (% IN/OUT) (TRIPS IN/OUT) M.F.D.U. (286 D.U. ) A.M. 286 M.F.D.U. 0.51 pht/1000 S.F. 16%/84% 23/123 P.M. 286 M.F.D.U. 0.62 pht/1000 S.F. 67%/33% 119/ 58 An exclusive left turn lane north approach at the intersection of 23'. Avenue and U.S. 1 is existing. Based on the peak hour movement worksheet attached with this report and the Palm Beach County Engineering guideline used in determining the need for turn lanes of 7S right turns in the peak hour, no additional turn lanes appear required. A single lane exiting the project at the northerly driveway connection (exit only, right turn only driveway connection) appears adequate. Two westbound exiting lanes are shown on the site plan exiting the parcel at the east approach of the intersection of 23'd Avenue and U.S. 1. Traffic Impact Statement Job No. 00 -43 April 10, 2000 - Page Seven MODEL TEST Modified Table 5, Project Network Deficiencies for the future network, does not presently indicate that the applicable links within the project's radius of development influence will be over capacity. Therefore, this project meets the Model Test. CONCLUSION This proposed development is expected to generate a total of 1150 net external trips per day at project build-out by December 31, 2002. Based on an analysis of existing and project traffic characteristics, major project traffic and distribution, as well as the existing and future roadway network geometry and traffic volumes, this project meets the Link/Buildout Test and the Model Test as required by the Palm Beach County Traffic Performance Standards on all links within the project's radius of development influence except Woolbright Road from Seacrest Blvd. to U.S. 1. This link was analyzed based on a 1998/1999 existing AADT volume of 33,198 taken just east of I-95. It is possible the link count on Woolbright Road east of Seacrest Blvd. is lower than the count on Woolbright Road east of I-95 and the link would meet the Level of Service D Standard. Based on the Coastal Residential Exception, however, further analysis or in-field counts for 's link are not required and this project meets the Palm Traffic Performance Standards. t F. Rennebaum, P.E. km: 0043.tis LEGEND 39546 1998/1999 AADT 1984 HISTORICAL GROWTH 322 PROJECT ASSIGNMENT 41852 TOTAL TRAFFIC 47500 L.O.S STANDARD (32) LESS THAN ONE PERCENT OF CAPACITY · 1998 AADT BOYNTON BEACH RENTAL 00-43 K.D. 4-10-00 4623 FOREST HILL BLVD., SUITE 112, WEST PALM BEACH, FLORiDA 33415 TELEPHONE (561) 965-9144 r ~ N SIMMONS at WHITE, INC. ENGINEERS · PLANNERS · CONSULTANTS BOYNTON BEACH BLVD. OCEAN AVE. WOOLBRIGHT RD. lf) 2429 0'> 86 <( I 41 I 2556 - ~ I <( .3020 <( 2.3rd AVE. SITE (f) 1070 1097 65.3 (f) 950 w 205 184 2.3 a:: 41 45 56 .310 0 1.316 a 7 z 1.326 > 7.32 1267 0 1.390 1.390 -' 1.390 u crJ 1.390 I- (f) W a:: u 1786 <( w 6.3 (f) 41 1890 .3020 FIGURE 2 LEGEND .3678 PK. HR. TRAFFIC 185 HISTORICAL GROWTH .33 PROJECT ASSIGNMENT 3896 TOTAL TRAFFIC 4420 L.O.S STANDARD BOYNTON BEACH RENTAL 00-43 K.O. 4-10-00 462.3 FOREST HILL BLVD. SUITE 112. WEST PALM BEACH, FLORiDA .3.3415 TELEPHONE (561) 965-9144 ..... SIMMONS & WHITE, INC. ENGINEERS · PLANNERS · CONSULTANTS IJQE] L37(17) - SITE en :::> . 4 3 7 (2) (1) L -.J ~ L 7(3) 9(47) . 117021 .. 45(22) 23RD AVE ] (3~r-- 134(16) TURNING MOVEMENT WORKSHEET LEGEND 7 A.M. PK. HR. TURNING MOVEMENT (23) P.M. PK. HR. TURNING MOVEMENT 1330 I mJT 4 N 00-43 JBS. 4-10-00 BOYNTON BEACH RENTAL 4623 FOREST HILL BLVD., SUITE 112. WEST PALM BEACH, FLORIDA 33415 TELEPHONE (561) 965-9144 , " AGREEMENT FOR PURCHASE AND SALE r; THIS AGREEMENT is entered into by JEAN L. MERKEL7 AND MARTHA \. BANTING ("Seller"), and ALTMAN DEVELOPMENT CORPORATION, a Michigan _ corporation ("Buyer"). The effective date of this Agreement shall be the date upon which the las~~t7 party to sign has executed this Agreement ("Effective Date"). . T t f d d th AN rus ee, 0 an un er e MERKEL TRUST, DATED 10/12/1999. AGREEMENT: 1.00 Purchase and Sale. Subject to all of the terms and conditions of this Agreement, the Seller will sell to the Buyer and the Buyer will purchase from the Seller the property described on Exhibit "A" attached hereto and incorporated herein ("Property"), together with all appurtenances, rights, easements, and rights of way incident thereto. 2.00 Purchase Price. The purchase price to be paid by the Buyer to the Seller for the Property is. ("Purchase Price"), payable as hereinafter described. Seller shall have the right to allocate the Purchase Price among the parcels of land described on Exhibit "A" in a reasonable manner, subject to Buyer's approval, not to be unreasonably withheld. 2.01 Deposit. Upon the Effective Date, the Buyer shall deposit with Broad and Cassel ("Escrow Agent") the sum of ("First Deposit") which shall be invested in an interest bearing account in a bank selected by Buyer. Upon expiration of the inves~igation period provided for in Paragraph 4.00 hereof, and assuming that Buyer elects to proceed. Buyer shall deposit an additional ("Second Deposit") with Escrow Agent and Escrow Agent shall hold the Second Deposit upon the same terms as the First Deposit. Upon receipt of the Second Deposit and confirmation that Buyer has elected to proceed with the transaction, Escrow Agent shall deliver the First Deposit to Seller in accordance with the rovisions of Para .00 hereof. In addition, the Escrow Agent shall deliver of the Second Deposit to Seller after preliminary SIte plan approval has been approved y the City of Boynton Beach, or earlier, in accordance with the provisions of Paragrah 4.00 hereof. The First Deposit and the Second Deposit to the extent received and held by Escrow Agent are sometimes hereinafter collectively referred to as the "Deposit". The disposition of the Deposit shall be in accordance with the terms and conditions of this Agreement. Upon closing, interest shall be paid to the Buyer. Buyer's Federal Taxpayer identification number is j Buyer shall have the option, in Buyer's sole discretion, in lieu of delivering the cash deposits referred to herein, of delivering unconditional and irrevocable letters of credit drawn on a bank reasonably acceptable to the Seller, in the amount of the First Deposit and/or the Second Deposit. Each letter of credit shall have an expiration date no earlier than twelve (12) months BOC1\REALEST\322823 0035(l/01521016199 from the Effective Date. The letters of credit shaIl be drawn in favor of Escrow Agent and shall be in a form reasonably acceptable to Seller. In the event of a dispute concerning the Deposit, Escrow Agent shaIl retain the letters of credit and shaIl only draw on such letters of credit if Seller is entitled to the Deposit as provided herein. However, in the event that the letters of credit will expire prior to the resolution of such dispute, Buyer shaIl deliver, at least ten (I 0) days prior to the expiration of any such letter of credit, either (i) a substitute letter of credit upon the identical terms and conditions contained in the original letter of credit (except that the maturity date shaIl be extended for no less than six (6) months) to be held until the dispute is resolved; or (ii) substitute cash in the face amount of any letter of credit due to expire and upon receipt of such cash deposit, Escrow Agent shall return the letter of credit(s) to Buyer. However, if Buyer fails to do either (i) or (ii) above, then Escrow Agent shaIl be authorized to draw on the letter(s) of credit due to expire and shall retain the proceeds of such letter(s) of credit in an interest bearing escrow account in accordance with the terms and provisions of the first paragraph hereof. 2.02 Pavment of Purchase Price. At the time of Closing (hereinafter defined), the Buyer will pay to SeIler in U.S. DoIlars by cashier's check or by wire transfer of funds the Purchase Price as adjusted for prorations, adjustments and less the Deposit as set forth in this Agreement. Upon closing, the Escrow Agent shaIl deliver the Deposit to SeIler, and such Deposit shaIl be credited against the Purchase Price. 3.00 Title and Title Insurance. Within thirty (30) days from the Effective Date, the SeIler shall obtain and deliver to Buyer, at SeIler's sole cost and expense, a commitment for an ALTA Form B owner's title insurance policy issued by First American Title Insurance Company or such other title company as is reasonably acceptable to the Buyer. The title insurance commitment shaIl have a date subsequent to the Effective Date and shaIl show that title to the Prope."':' is good and marketable and insurable subject to no liens, encumbrances, exceptions or qualifications which would precluoe the Buyer, in its sole discretion, from constructing and developing a rental apartment community upon the Property. The ,Buyer shaIl have ten (10) business days from receipt of the commitment in which to examine the condition of title. If the Buyer fails to provide the SeIler with written notice of specific defects which make title to the Property other than as required by this paragraph within the ten (IO) business day period, then, for all purposes of this Agreement, the Buyer shaIl be deemed to have accepted title in the condition described in the commitment. Any title exceptions which are not objected to within the ten (10) business day period shall be deemed to be permitted exceptions. If the Buyer timely notifies the SeIler that title does not satisfy the requirements of this paragraph, then the Seller agrees to use reasonable diligence to make title good. marketable and insurable. for which purpose the Seller shall have a reasonable time but in no event more than one hundred eighty (180) days from the receipt of the Buyer's written notice that title is unacceptable. After reasonable diligence on the part of the Seller, if title is not rendered as required by this paragraph, then at the end of the one hundred eighty (180) . day period any money deposited by the Buyer at the election of Buyer. shall be returned to Buyer. this Agreement shall be terminated and all parties hereto shall be released from any and all obligations and liabilities hereunder. At any time prior to such termination, the Buyer may elect by written notice to the Seller to waive any defects in title, in which event the closing shall BOC1\REALEST\J22823 00350I015210A3199 2 take place pursuant to this Agreement without any abatement in price. The obligation of the Seller to cure title defects shall include an obligation to expend money and COmmence and diligently pursue litigation. 4.00 Investil!:ation Period. Commencing on the Effective Date, the Buyer shall have ninety (90) days ("Investigation Period") in which to determine that the Property can be improved with a distinctive apartment home community together with a clubhouse and other related amenities, structures, and other improvements ("Intended Improvements") pursuant to a plan feasible and satisfactory to the Buyer in its sole discretion. If for any reason the Buyer, in its sole discretion, determines during the Investigation Period that the contemplated development of the Property is not feasible, then on the day following the last day of the Investigation Period, (unless Buyer has notified Seller and Escrow Agent in writing that it has elected to proceed with this transaction), this Agreement shall automatically terminate, the parties hereto shall be relieved of all liabilities and obligations under this Agreement and the Deposit, together with all accrued interest, shall be delivered by Escrow Agent to Buyer. At the end of the Investigation Period and assuming that Buyer has elected to proceed, the First Deposit shall be delivered by Escrow Agent to Seller for Seller's sole use and shall be non-refundable except as provided in Paragraph 17.00 hereof. In addition, upon preliminary site plan approval of the Intended Improvements by the City of Boynton Beach, but in no event later than April I, 2000, of the Second Deposit shall be delivered by Escrow Agent to Seller for Seller's sole use and s all be non-refundable except in the event of Seller's breach of this Agreement. If a letter of credit is utilized for the Deposit, then when the First Deposit is payable to Seller, Buyer shall pay an amount equal to the First Deposit to Seller, and, if applicable, of the Second Deposit to Seller and the letter of credit shall be reduced in such amounts as payments are made directly to the Seller. The balance of the Second Deposit shall be non-refundable to Buyer unless this Agreement is terminated as a result of Buyer's inability to satisfy or obtain those items set forth in Paragraph 5.00 hereof or as a result of Seller's breach of this A:greement. In the event that this Agreement is terminated as provided in this Paragraph 4.00, then Buyer shall deliver to Seller copies of all non-proprietary reports and due diligence materials obtained by Buyer, with respect to the Property. 4,01 Development Approvals. If Buyer elects to proceed with this transaction pursuant to the terms of Paragraph 4.00 hereof, then commencing upon the expiration of the Investigation Period, Buyer shall diligently and expeditiously pursue (in an orderly time sequence) all necessary approvals from the appropriate governmental authorities in order to obtain the necessary development approvals to commence construction of Buyer's Intended Improvements ("Development Approvals"). The Buyer shall diligently seek approval of the Development Approvals and the Seller agrees to cooperate fully with the Buyer in order to enable Buyer to obtain the necessary approvals in as timely a fashion as possible, but the Seller will not incur an.y expense. The cost of preparing and filing the Development Approvals shall be borne solely by the Buyer. The Buyer shall have up to the Closing Date (hereinafter defined) in which to obtain the Development Approvals from the appropriate governmental authorities. If the Buyer has failed 3 BOC1\REAlEST\32282 J 003501015210/6199 to secure the necessary Development Approvals prior to the Closing Date then the Buyer may, at its sole option: (i) terminate the Agreement, whereupon Escrow Agent shall return to Buyer the portion of the Deposit which has not been delivered to Seller and thereafter the parties shall be relieved from all further obligations and liabilities hereunder; or (ii) close the transaction without regard to the absence of the Development Approvals. 4,02 Concurrencv. This Agreement shall be contingent upon Buyer's determining that the public facilities and services needed to support Buyer's Intended Improvements upon the Property shall be available concurrent with the impact of Buyer's development. In that regard, commencing upon the expiration of the Investigation Period, Buyer agrees to diligently apply and seek to obtain a concurrency certificate, if available, which shall be conclusive evidence that the Buyer's Intended Improvements are exempt from concurrency review at all stages of its development process and further that concurrency review will not adversely impact Buyer's ability to obtain the Development Approvals in a timely fashion to commence construction of Buyer's Intended Improvements including, but no limited to, the issuance of building permits by the appropriate governmental authorities. 5.00 Conditions Precedent to Buver's Oblie:ation to Close, The following are specific conditions which must be satisfied prior to, and must be true at closing: a. The Property can be zoned to permit the development of Buyer's Intended Improvements. Seller will cooperate with Buyer's rezoning efforts, however, neither party will proceed to final rezoning of the Property in accordance with Buyer's requirements unless Buyer's entire Deposit becomes non-refundable. b. The Buyer has received final unappealable approval of its site plan and plat from the appropriate governmental authorities without unusual conditions which would make development of the Intend~d Improvement economically burdensome. All other Development Approvals required from the water districts, drainage districts, environmental regulatory authorities, building department (i.e. building permits) or other applicable city, county or state authority which may be required in order to construct Buyer's Intended Improvements shall have been obtained by the Buyer. c. The Buyer shall have received a concurrency certificate referred to In Paragraph 4.02 hereof. d. Title to all of the properties which are included in Buyer's Development Approvals (the "Entire Property") shall have been conveyed to Buyer or shall have been delivered in escrow, pending the closing on the purchase of the Property with Seller, so that with the closing on the purchase of this Property Buyer shall bli owner of the Entire Property which has been assembled by Buyer. In the event that Buyer's application(s) with respect to the matters set forth above are denied (after utilizing all due diligence in seeking such approvals). or if Buyer does not obtain 4 BOC1\REALEST\322823 003501015210t6199 title to the Entire Property, then the Buyer may, at its sole option, terminate the Agreement and obtain a refund of that portion of the Deposit not delivered by Escrow Agent to Seller and all interest earned thereon, if any, whereupon the parties shall be relieved from all further liabilities and obligations hereunder. 6,00 Closinl!. a. The purchase and sale contemplated by this Agreement shall be closed on the date selected by the Buyer, upon no less than sixty (60) days prior written notice to the Seller, but in no event later than June I, 2000 (the "Closing Date"). The closing will be held at the offices of Seller's attorney or at such other place as the arties ma m ee upon. As a condition of scheduling the Closing, of the Second Deposit shall have been delivered by Escrow Agent to Seller as provided in Paragraph 4.00 hereof, at least sixty (60) days prior to the Closing Date, but in no event later than April 1,2000. b. Buyer shall have the option of extending the date of closing for two (2) periods of thirty (30) days each. Buyer shall exercise its election to extend closing by delivering to the Seller written notice of the Buyer's intention to extend the closing date and by simultaneously delivering to the Escrow Agent an additional _ non-refundable deposit and addition to the Purchase Price, for each such extension. 7.00 Closinl! Deliveries, Upon closing, Seller shall deliver to the Buyer a Warranty Deed, No-Lien Affidavit, FIRPTA Affidavit, and such other documents as may be necessary to close in accordance with the terms of this Agreement. Upon delivery of such documents, the Buyer will pay the Purchase Price to the Seller. 8.00 Closinl!: and Recordinl! Costs, a. The Seller shall pay the cost of documentary stamps to be affixed to the deed, the surtax on the deed of convJ:yance, if any, the cost of the owner's title insurance policy premium, the recording costs required to convey good and marketable title and the brokerage commission to Bob Banting/Anderson & Carr, Classic Realty Group, Inc. and Alan Miller, Licensed Real Estate Broker. . b. The Buyer shall pay for the cost of the survey and the cost of the brokerage commission to National Realty Investment Group, Inc. 9.00 Taxes and Prorations, At the closing, the taxes on the Property shall be prorated between the parties on the basis of the taxes paid for the most recent year that has been assessed and billed. If the actual taxes for the year of closing are not determinable at the closing dat~ then the parties agree to re-prorate taxes promptly upon issuance of the tax bill for the year of closing. Special assessment liens certified as of closing shall be paid by the Seller. Pending liens shall be assumed by the Buyer provided, however, that where the improvement has been substantially completed as of the closing, such pending lien shall be treated as a certified lien and shall be paid by the Seller. 5 BocnREALEST\322823 00350/015210t6199 10.00 Possession. The Buyer shall be granted full possession of the Property as of the closing, unless the closing occurs prior to May 15,2000. 11.00 Survev. Within five (5) days after the Effective Date, Seller will deliver to Buyer a copy of any survey in Seller's possession. Thereafter, Buyer may, at its expense, have the Property surveyed. 12.00 Seller's Warranties. Seller hereby warrants to Buyer as follows: Property . a. That Seller is vested with good and marketable fee simple title to the b. Seller knows of no condemnation or eminent domain proceedings pending or to the best of Seller's knowledge contemplated against the Property or any part thereof, and the Seller has received no notice of the desire of any public authority to take or use the Property or any part thereof. c. There are no pending suits or proceedings against or affecting the Seller or any part of the Property which (i) do or could affect title to the Property or any part thereof; or (ii) do or could prohibit or make unlawful the consummation of the transaction contemplated by this Agreement, or render Seller unable to consummate the same. d. Seller knows of no toxic and/or hazardous wastes as defined by Federal or Florida law have been used, treated, disposed of or stored in, on, under or about the Property; and to the best of Seller's knowledge, no other person or entity has treated, deposited, stored, dispo:;ed of, or placed any hazardous substance on the Property. e. Seller and the'party on behalf of Seller executing this Agreement has full power and authority to execute and deliver this Agreement and all docwnents now or hereafter to be delivered by it pursuant to this Agreement and to perform all obligations arising under this Agreement. f. Seller has no knowledge of any unrecorded easements, restrictions or encumbrances affecting all or any part of the Property. g. Seller is not aware of any facts which prohibit it from closing this Agreement in accordance with the terms hereof. h. There are no mechanics' or materialmen's liens against the Property and if subsequent to closing hereunder, any mechanics' or other l~ns shall be filed against the Property or against Buyer or its assigns, based upon any act or omission occurring prior to closing on the Property, Seller shall take such action, within ten (10) days after the filing thereof, by bonding, BOC1\REALEST\322S23 00350101521016/99 6 deposit, payment or otherwise, as will remove, transfer or satisfy such lien of record against the Property, at Seller's sole cost and expense. i. There will be at the Closing no parties in possession of any portion of the Property, whether as lessees, tenants-at-sufferance, trespassers or otherwise. At the closing, the Seller shall, in writing, reaffirm to the Buyer the truth and correctness, as of the closing date, of each of the warranties and agrees to indemnify and hold the Buyer harmless from any loss or damage suffered by the Buyer on account of the untruth or incorrectness of any such warranties. 13.00 Covenants of Seller. Seller hereby covenants with the Buyer as follows: a. Between the date of this Agreement and the closing, Seller will not, without the Buyer's prior written consent, create by its consent any encumbrances on the Property nor will Seller accept any additional advances under any existing mortgage on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, mortgages or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. b. Between the date of this Agreement and the date of closing, Seller will not file any application for any change of the present zoning classification of the Property unless such change is requested by the Buyer, except as otherwise provided herein. Seller will cooperate fully with the Buyer by executing consents, applications and other such documents reasonably requested by the Buyer in connection with its efforts in developing the Property to a condition such that building may commence. c. Between the date of this Agreement and the date of closing, all existing insurance policies shall remain continuously in full force and will not be terminated without prior written notice to the Buyer. 14,00 Moratoria, If, at the time of closing, there are sewer, water, building or other moratoria in effect which would interfere with the immediate construction and occupancy of the Intended Improvements, then Buyer, at its sole option, may: (i) terminate the Agreement and except as otherwise provided herein, obtain a refund of the balance of the Deposit not disbursed by Escrow Agent to Seller, whereupon the parties shall be relieved from all further liabilities and obligations hereunder; (ii) close the transaction without regard to the moratoria; or (iii) extend the closing for up to six (6) months upon paying a nonrefundable addition to the purchase price in the amount of or portion of the week that the closing is extended. If at the end of the six (6) month period the moratorium has not been removed, Buyer limy elect either (i) or (ii) only. 7 Boe 1 IREAlEST\J2282.3 00350f0152 1016199 15.00 Real Estate Commissions. Seller hereby warrants to the Buyer that Seller has not engaged or dealt with any broker or agent other than Bob BantinglAnderson & Carr, Classic Realty Group, Inc. and Alan Miller, Licensed Real Estate Broker with respect to the purchase and sale of the Property as contemplated by this Agreement. Seller shall indemnify and hold the Buyer harmless against any and all liability, cost, damage and expense (including, but not limited to, attorneys' fees and costs of litigation and appeals) Buyer shall ever suffer or incur because of any claim by any broker or agent claiming to have dealt with the Seller, whether or not meritorious, for any commission or other compensation with respect to this Agreement or to the purchase and sale of the Property in accordance with this Agreement. Seller is responsible for the commission due to Bob Banting/Anderson & Carr, Classic Realty Group, Inc. and Alan Miller, Licensed Real Estate Broker. At the time of Closing, Seller shall pay such brokers a fee in the amount of six percent (6%) of the gross sales price to be split fifty percent (50%) to Bob Banting/Anderson & Carr and fifty percent (50%) to Classic Realty Group, Inc. and Alan Miller, Licensed Real Estate Broker. Buyer hereby warrants to the Seller that Buyer has not dealt with any broker or agent other than National Realty Investment Group, Inc. with respect to the purchase and sale of the Property as contemplated by this Agreement. Buyer shall indemnify and hold the Seller harmless against any and all liability, loss, cost, damage and expense (including, but not limited to, attorneys' fees and costs of litigation and appeal) Seller shall ever suffer or incur because of any claim by any broker or agent claiming to have dealt with the Buyer, whether or not meritorious, for any commission or other compensation with respect to this Agreement or to the purchase and sale of the Property in accordance with this Agreement. Buyer is responsible for the commission due to National Realty Investment Group, Inc. 16,00 Condemnation. In the event of the institution against the record owner of the Property of any proceedings, judicial, administrative or otherwise, relating to the taking, or to a proposed taking of any 'portion of the Property by eminent domain, condemnation or otherwise (which materially impairs the proposed development of the Property), prior to closing, or in the event of the taking of any portion of the Property by eminent domain, condemnation or otherwise, prior to closing, then the Seller shall notify the Buyer promptly and the Buyer shall have the option, in its sole and absolute discretion of either (i) terminating this Agreement and obtaining a full refund of any Deposits remaining in Escrow; or (ii) closing in accordance with the terms of this Agreement, but at such closing the Seller shall assign to the Buyer all of its right, title and interest in and to any net awards that have been or may be made with respect to such eminent domain proceeding or condemnation. Such election must be made by the Buyer within thirty (30) days of the notice furnished by Seller. If Buyer fails to make an election in writing, he shall be deemed to have elected alternative (i). 16.01 Loss or Damae:e. . Any loss or damage to the Property or any improvements located thereon between the date of this Agreement and closing shall not void this Agreement or modify the provisions hereof, provided that Seller shall repair such loss or damage to the Property or any improvements 8 BOC IIREALEST\322823 0035010152 10/6/99 located thereon prior to closing as a condition of Buyer's obligation to proceed to Closing hereunder. If Seller fails to repair such loss or damage prior to closing, Buyer may, at its sole election and option, either (i) deduct from the closing proceeds due Seller, a sum sufficient to complete the repairs as certified by Buyer's architect or engineer; or (ii) suspend closing for a sufficient period of time in order to allow Seller to complete the repairs. 17.00 Default. If this transaction does not close solely due to a refusal or default on the part of the Buyer, then any deposits placed under this Agreement shall be delivered by the Escrow Agent to the Seller as liquidated and agreed upon damages; and thereafter, the Buyer shall be relieved from all further obligations under this Agreement and the Seller shall have no further claim against the Buyer for specific performance or for damages by reason of the failure of the Buyer to close this transaction. If this transaction fails to close due to a default on the part of the Seller, then at the option of the Buyer the Deposit shall be refunded to the Buyer by the Escrow Agent and the Seller (to the extent the Deposit has been disbursed to Seller) together with all interest earned thereon, provided however, that such return shall not limit Buyer's right to maintain an action for Seller's breach of this Agreement, damages, specific performance or any other relief whatsoever. Notwithstanding such default, Seller shall be entitled to retain the First Deposit disbursed to Seller pursuant to Paragraph 2.01 hereof, unless such default of Seller is a willful failure or refusal to convey the Property to Buyer. 18.00 Escrow Al!:ent. Seller and Buyer agree that the status of Buyer's counsel as Escrow Agent under this Agreement does not disqualify such law firm from representing the Buyer in connection with tIlis transaction and in any disputes that may arise between Seller and Buyer concerning this transaction, including any dispute or controversy with respect to the Deposit. , , 19.00 Bindinl!: Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, personal representatives, successors and permitted assigns. 20.00 Waiver: Modification. The failure by the Buyer or Seller to insist upon or enforce any of their rights shall not constitute a waiver thereof, and nothing shall constitute a waiver of the Buyer's right to insist upon strict compliance with the terms of this Agreement. Either party may waive the benefit of any provision or condition for its benefit which is contained in this Agreement. No oral modification of this Agreement shall be binding upon the parties and any modification must be in writing and signed by the parties. . 9 BOC1\REAlEST'322823 0035010152 101&99 21.00 Governinl!: Law: Venue. This Agreement shall be governed by and construed under the laws of the State of Florida. The venue of any litigation arising out of this Agreement shall be Palm Beach County, Florida. 22.00 Notices, Any notice, request, demand, instruction or other communication to be given to either party, except where required by the terms of this Agreement to be delivered at the closing, shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by express overnight courier, as follows: If to Buyer: with copy to: If to Seller: with copy to: Altman Development Corporation 2201 Corporate Boulevard NW, Suite 200 Boca Raton, FL 33431 Attention: Mr. Jeffrey A. Roberts Fax: (561) 997-8706 Broad and Cassel 7777 Glades Road, Suite 300 Boca Raton, FL 33434 Attention: Richard B. MacFarland, Esq. Fax: (561)483-7321 ~ IT te j:. t... 9r\. Jean 1. Merkel ana'11~a Banting 2414 Southwest 1st Street ~~ Boynton Beach, Florida 33435 VV' Attention: Martha Banting Fax: (561) 732-2078 Robert-A. Dittman, Esquire Spinner, Dittman, Federspiel & Dowling 151 NW First Avenue Delray Beach, Florida 33444 Fax: (561) 276-5489 Notice shall be deemed given if forwarded by certified mail through the facilities of the United States Postal Office on the day following the date that the notice in question is deposited in the facilities of the U. S. Postal Service. If notice is forwarded by express overnight courier, it shall be deemed given on the day following the date that the notice in question is deposited in the facilities of an express overnight courier. 23.00 Assil!:nment. . This Agreement may be assigned by the Buyer. In the event of an assignment, the assigning party shall be released from any and all of its obligations hereunder, provided that the BQC1\REALEST\322B2.3 oo3501015210J6199 10 assignee of such rights agrees to be fully bound by the terms and conditions of this Agreement as if such assignee were the original party hereto. In addition, this Agreement may be assigned by the Seller to a corporation, limited liability company or other entity in which Jean L. Merkel and Martha Banting are the sole owners, subject to the prior written approval of the Buyer, at no cost or expense to the Buyer, and provided that any such assignment does not delay the Closing, affect title to the Property, affect Seller's ability to perform its obligations under this Agreement and to convey title to the Buyer, or otherwise adversely affect the Buyer. In the event that Buyer approves such an assignment, the assignee shall specifically assume all of the obligations of the assigning party and the assigning party shall not be released from liability. 24.00 Attornevs' Fees. In the event that it becomes necessary for either party to bring suit to enforce the terms of this Agreement, then the prevailing party shall be entitled to recover all costs, including attorneys' fees, incurred in connection with such litigation (including appellate proceedings) against the non-prevailing party. 25.00 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. Provided however, if the date for performance is on a Saturday, Sunday or federal holiday, the date for performance shall be extended to the next business day. Accordingly, if Seller fails to deliver the title commitment and/or survey within the required time periods, then all time periods provided for herein shall be extended by the same number of days that the delivery of the title commitment is delayed. 26.00 Construction. Each party hereto hereby acknowledges that all parties hereto participated equally in the drafting of this Agreement and that, accordingly, no court construing this Agreement shall construe it more stringently against Qne party than the other. 27,00 Miscellaneous. Seller reserves the right to sell plants and trees grown on the Property at any time prior to the Closing. Seller shall have no obligation to maintain the buildings, equipment and fixtures located upon the Property. Further, Seller shall be permitted to remove any of the buildings presently located on the Property at any time prior to the Closing. Buyer agrees that it shall accept the condition of the buildings, equipment and fixtures in their current "as is" condition. 28.00 Radon Gas. The following disclosure is required to be furnished,to Buyer under Florida law: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state BOC1\REALEST\322823 00350/01521016199 11 guidelines have been found in buildings in Florida. Additional infonnation regarding radon and radon testing may be obtained from your county public heal th center. 29,00 Execution Date. - Facsimiles. This Agreement shall be null and void if not executed by the Seller and returned to the Buyer by October % 1999.' 1t!5 ~ A If. ~ 't-~ ~ ~Vl IN WITNESS WHEREO ,the parties have executed this Agreement as of the day and year last below written. Date: (]k.;f I (J.. - C!t q SELLER: ~I ,~~s~~:!::!: Jean L. Merkel Trust~tL~ Date: tp.l- /)., 1979' BUYER: Date: \0 - II - q 9 ALTMAN aMic \)cJ(. \O-ll-9c) \">"1; . ~~l;:'. \> N LL 111'U:'. Vl f2.r.---<; I .. The undersigned acknowledges and agrees to act as Escrow Agent in accordance with the tenns of this Agreement. BROAD AND CASSEL By: . A~O~C~ or other facsimile of this instrum:nt, and all signatures hereon, and all addenda, and notices given pursuant, hereto, and all signatures hereon, shall be deemed to be originals for all purposes.~ Wi'1 12 \ BQC1\REALEST\322823 oo3501015210fl5J99 EXHIBIT -A- TO AGREEMENT FOR PURCHASE AND SALE JEAN L. MERKEL AND MARTHA BANTING ("SELLER") TO ALTMAN DEVELOPMENT CORPORATION ("Buyer") PARCEL A: That part of Section 33, Township 45 South, Range 43 East, Palm Beach County, Florida, described as follows: The North 167.89 feet (as measured at right angles) of that part of the Southeast quarter (S.E. 1/4) of the Southeast quarter (S.E. 1/4) of the Northeast quarter (N.E. 1/4) of said Section 33, lying East of the East right-of-way line of State Road No.5 (U.S. Highway No.1), as said East right-of-way line is shown in Road Plat Book 2, Page 159 of the Public Records of Palm Beach County, Florida. . PARCEL B: That part of Section 33, Township 45 South, Range 43 East, Palm Beach County, Florida, bounded as follows: On the East by the East line of said Section 33; on the North by a line 167.89 feet South of (as measured at right angles) the North line of the Southeast quarter (S.E. 1/4) of the Southeast quarter (S.E. 1/4) of the Northeast quarter (N.E. 1/4) of said Section 33, on the West by the East right-of-way line of State Road No.5 (U.S. Highway No.1), as said East right-of-way line is shown in Road Plat Book 2, Page 159 of the Public Records of Palm Beach County, Florida; and on the South by a line described as follows: Commence at the quarter section corner in the East line of said Section 33; thence run North alon9 said Section line, a distance of 324 feet to the Point of Beginning; thence Westerly, along the line of an existing fence, a distance of 549 feet, more or less, to a point in the Easterly right-of-way line of State Road No.5 (U.S. Highway No.1) at a distance of .317.8 feet Northerly, measured alon9 said ri9ht-of-way line from the East West Quarter- , Section line through said Section 33, together with PARCEL C: Beginning at a point on the East line of Section 33, Township 45 South, Range 43 East, from which the East quarter corner of that Section 33 bears S 010 02' E a distance of 482.56', that quarter corner being marked with a brass cap set in a 3" x 3" concrete post as established in the retracement of that Section 33 by F. Sheen on a plat filed May 8, 1895, of the then Dade County, Florida, records; further, that quarter corner retraced by Chester F. Wright, surveyor, in 1936 in Palm Beach County, Florida; thence N 890 26' 30" E on a line parallel with the North line of the SE 1/4 of the SE 1/4 of the NE 1/4 of that Section 33, if produced Easterly, a distance of217.50' to a point; thence S 070 28' W a distance of 159.82' on a line parallel with the East Coast Canal to a point; thence S 890 26' 30" W on a line parallel with the North line of the SE 1/4 of the SE 1/4 of the NE 1/4 of that Section 33, if produced Easterly, a distance of 197.00' to a point on the East line of that Section 33, from which the East quarter corner of that Section 33 bears S 010 02' E a distance of 324.3'; thence N 010 02' W on the East line of that Section 33 a distance of 158.26' to the point of beginning. 13 Property Tax Identification Number: 08-43-45-33-00-000-1410 Property Tax Identification Number: 08-43-45-44-00-000-1420 Property Tax Identification Number: 08-43-45-33-00-000-1430 Property Tax Identification Number: 08-43-45-34-01-000-0071 . 14 III. CERTIFICATION (I) CoNe) understand that this application and all papers and plans submitted herewith become a part of the permanent records of the Planning and Zoning Division (I) CoNe) hereby certify that the above statements and any statements or showings in any papers or plans submitted herewith are true to the b t f (my) (our) knowledge and belief. This application will not be accepted unless signe g to t e' e ructions below. t of ner(s) or Trustee, of A orized Principal if property is owned by a corporation or other business entity. Planning and Zoning Division - Rev. 10/15/1998 H:ICLIENTSI1465 ALTMAN Dev CORP\1465.01lGOVERNMENT DOCSISITE PLAN.DOC o.1e~/~ \:)IA.....c.:> l:> 1!>.EAc..lT- , AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT is entered into by DIAMOND BEACH DEVELOPMENT JOINT VENTURE, a Florida joint venture ("Seller"), and ALTMAN DEVELOPMENT CORPORATION, a Michigan corporation ("Buyer"). The effective date of this Agreement shall be the date upon which the last party to sign has executed this Agreement ("Effective Date"). AGREEMENT: 1.00 Purchase and Sale. Subject to all of the terms and cO,nditions of this Agreement, the Seller will sell to the Buyer and the Buyer will purchase from the Seller the property described on Exhibit "A" attached hereto and incorporated herein ("Property"), together with all appurtenances, rights, easements, and rights of way incident thereto. 2,00 Purchase Price. The purchase price to be paid by the Buyer to the Seller for the Property is ("Purchase Price"), payable as hereinafter described. 2,01 Deposit. , Upon the Effective Date, the Buyer shall deposit with Broad and Cassel ("Escrow Agent") the sum 0 ("Deposit") which shall be invested in an interest bearing account in a bank selected by Buyer. Upon closing, interest shall be paid to the Buyer. Buyer's Federal Taxpayer identification number is . Subsequent to the Investigation Period and provided that Buyer proceeds under this Agreement, in the event that Buyer el~cts to terminate this Agreement, then the Deposit, together with any other additional deposits'made pursuant to Paragraph 6.00 c herein, shall be irrevocable and non-refundable to Buyer and shall be delivered and paid to the Seller. Buyer shall have the option, in Buyer's sole discretion, in lieu of delivering the cash deposits referred to herein, of delivering unconditional and irrevocable letters of credit drawn on a bank reasonably acceptable to the Seller, in the amount of the First Deposit and/or the Second Deposit. Each letter of credit shall have an expiration date no earlier than twelve (12) months from the Effective Date. The letters of credit shall be drawn in favor of Escrow Agent and shall be in a form reasonably acceptable to Seller. In the event of a dispute concerning the Deposit, . Escrow Agent shall retain the letters of credit and shall only draw on such letters of credit if Seller is entitled to the Deposit as provided herein. However, in the event that the letters of credit will expire prior to the resolution of such dispute, Buyer shall deliver, at least ten (10) days prior to the expiration of any such letter of credit, either (i) a substitute letter of credit upon the identical terms and conditions contained in the original letter of credit (except that the maturity date shall be extended for no less than six (6) months) to be held until the dispute is resolved; or (ii) substitute cash in the face amount of any letter of credit due to expire and upon receipt of such cash deposit, Escrow Agent shall return the letter of credit(s) to Buyer. However, if Buyer BOC1\REALESTW037S.2 0035OlO15.2S1117M fails to .do either (i) ~r (ii) above, then .Escrow Agent shall be authorized to draw on the letter(s) of credit due to expire and shall retam the proceeds of such letter(s) of credit in an interest bearing escrow account in accordance with the terms and provisions of the first paragraph hereof. 2,02 Pavment of Purchase Price, At the time of Closing (hereinafter defined), the Buyer wi\l pay to Seller in U.S. Dollars by cashier's check or by wire transfer of funds the Purchase Price as adjusted for prorations, adjustments and less the Deposit as set forth in this Agreement. Upon closing, the Escrow Agent shall deliver the Deposit to Seller, and such Deposit shall be credited against the Purchase Price. 3.00 Title and Title Insurance. Within thirty (30) days from the Effective Date, the Seller shall obtain and deliver to Buyer, at Seller's sole cost and expense, a commitment for an ALTA Form B owner's title insurance policy issued by Chicago Title Insurance Company or such other title company as is reasonably acceptable to the Buyer. The title insurance commitment shall have a date subsequent to the Effective Date and shall show that title to the Property is good and marketable and insurable subject to no liens, encumbrances, exceptions or qualifications which would preclude the Buyer, in its sole discretion, from constructing and developing a rental apartment community upon the Property. The Buyer shall have ten (10) business days from receipt of the commitment in which to examine the condition of title. If the Buyer fails to provide the Seller with written notice of specific defects which make title to the Property other than as required by this paragraph within the ten (10) business day period, then, for all purposes of this Agreement, the Buyer shall be deemed to have accepted title in the condition described in the commitment. Any title exceptions which are not objected to within the ten (10) business day period shall be ,. deemed to be permitted exceptions. If the Buyer timely notifies the Seller that title'does not satisfy the requirements of this paragraph, then the Seller agrees to use reasonable diligence to make title good, marketable and insurable, for which purpose the Seller shall have a reasonable time but'in no event more than one hundred eighty (180) days from the receipt of the Buyer's written notice that title is unacceptable. After reasonable diligence on the part of the Seller, if title is not rendered as required by this paragraph, then at the end of the one hundred eighty (180) day period any money deposited by the Buyer at the election of Buyer, shall be returned to Buyer, this Agreement shall be terminated and all parties hereto shall be released from any and all obligations and liabilities hereunder. At any time. prior to such termination, the Buyer may elect by written notice to the Seller to waive any defects in title, in which event the closing shall take place pursuant to this Agreement without any abatement in price. The obligation of the Seller to cure title defects shall include an obligation to expend money and commence and diligently pursue litigation. 4.00 Investip:ation Period. Commencing on the Effective Date, the Buyer shall have days ("Investigation Period") in which to determine that the Property can be improved with a distinctive apartment home community together with a clubhouse and other related amenities, structures, and other improvements ("Intended Improvements") pursuant to a plan feasible and satisfactory to the BOC1\REAL.E$i\40375.2 00350101$2 9117191 Buyer in i~s s~le disc~etion. If for any reason the Buyer, in its sole discretio~, determines during the InveSl1gal1on Penod that the contemplated development of the Property IS not feasible, then SeUer shaU notify Buyer in writing of its termination of this Agreement and the parties hereto shaU be relieved of aU liabilities and obligations under this Agreement and the Deposit, together with all accrued interest, shall be delivered by Escrow Agent to Buyer. At the end of the Investigation Period and assuming that Buyer has elected to proceed, the Deposit required by Paragraph 2.01 hereof shall be non-refundable to Buyer unless this Agreement is terminated as a result of Buyer's inability to satisfy or obtain those items set forth in Paragraph 5.00 hereof or as a result of Seller's breach of this Agreement. 4.01 Intentionally Omitted 4.02 Intentionally Omitted 5.00 Conditions Precedent to Buver's Oblil!ation to Close. The foUowing are specific conditions which must be satisfied prior to, and must be true at closing: a. Improvements. The Property IS zoned to permit the development of Buyer's Intended ,. c. Title to all of the prop rties which are included in Buyer's Development Approvals (the "Entire Property") shall have been conveyed to Buyer or shall have been delivered in escrow, pending the closing on the purchase of the Property with Seller, so that with the closing on the purchase of this Property Buyer shall be owner of the Entire Property which has been assembled by Buyer. In the event that Buyer does not obtain title to the Entire Property, then the Buyer may, at its sole option, terminate the Agreement prior to the expiration of the Investigation Period and obtain a refund of its Deposit and all interest earned thereon, if any, whereupon the parties shaU be relieved from aU further liabilities and obligations hereunder. 6.00 Closinl!:. a. The purchase and sale contemplated by this Agreement shall be closed on The closing will be held at the offices of Escrow Agent or at such other place as the parties may mutuaUy agree upon. BOC1\REAL.ES1\40375.2 0035Q,l0152 8I'17.w b. Notwithstanding anything contained herein to the contrary, at any time prior to the scheduled closing, the Buyer in its sole discretion may elect to close this transaction. Buyer shall exercise this election by delivering to the Seller written notice of the Buyer's intention to close which notice shall set a closing date not more than thirty (30) days from the date of the notice. c. Buyer shall have the option of extending the date of closing for three (3) periods of thirty (30) days each. Buyer shall exercise its election to extend closing by delivering to the Seller written notice of the Buyer's intention to extend the closing date and depositing as an additional deposit of for each extension period, which additional deposits shall be irrevocable and non-refundable to Buyer, except in the event of a default hereunder by Seller. 7.00 Closinl! Deliveries. Upon closing, Seller shall deliver to the Buyer a Warranty Deed, No-Lien Affidavit, FIRPT A Affidavit, and such other documents as may be necessary to close in accordance with the terms of this Agreement. Upon delivery of such documents, the Buyer will pay the Purchase Price to the Seller. 8.00 Closinl! and Recordinl! Costs, a. The Seller shall pay the cost of documentary stamps to be affixed to the deed, the surtax on the deed of conveyance, if any, the cost of the survey, the cost of the owner's title insurance policy premium, and the recording costs required to cOnvey good and marketable title. ,. b. The Buyer shall pay for the cost of the brokerage commission to National Realty Investment Group, Inc. 9.00 Taxes and Prorations. At the closing, the taxes on the Property shall be prorated between the parties on the basis of the taxes paid for the most recent year that has been assessed and billed. If the actual taxes for the year of closing are not determinable at the closing date, then the parties agree to re-prorate taxes promptly upon issuance of the tax bill for the year of closing. Special assessment liens certified as of closing shall be paid by the Seller. Pending liens shall be assumed by the Buyer provided, however, that where the improvement has been substantially completed as of the closing, such pending lien shall be treated as a certified lien and shaH be paid by the Seller. 10.00 Possession. The Buyer shaH be granted fuH possession of the Property as of the closing. 11.00 Survev, Within five (5) days after the Effective Date, Seller wiH deliver to Buyer a copy of any suryey in Seller's possession. Thereafter, Buyer may, at its expense, have the Property surveyed. eoc1\REALE.ST\4Cl375.2 00350.<11528117," _.,_..._----_.._----_.~_.,._-_._-_._-------_._-~._--~ 12.00 Seller's Warranties. Seller hereby warrants to Buyer as follows: a. That Seller is vested with good and marketable fee simple title to the Property. b. Seller knows of no condemnation or eminent domain proceedings pending or to the best of Seller's knowledge contemplated against the Property or any part thereof, and the Seller has received no notice of the desire of any public authority to take or use the Property or any part thereo f. c. There are no pending suits or proceedings against or affecting the Seller or any part of the Property which (i) do or c'ould affect title to the Property or any part thereof; or (ii) do or could prohibit or make unlawful the consummation of the transaction contemplated by this Agreement, or render Seller unable to consummate the same. d. Seller knows of no toxic and/or hazardous wastes as defined by Federal or Florida law have been used, treated, disposed of or stored in, on, under or about the Property; and to the best of Seller's knowledge, no other person or entity has treated, deposited, stored, disposed of, or placed any hazardous substance on the Property. e. Seller and the party on behalf of Seller executing this Agreement has full power and authority to execute and deliver this Agreement and all documents now or hereafter to be delivered by it pursuant to this Agreement and to perform all obligations arising under this Agreement. ,. f. Seller has no knowledge of any unrecorded easements, restrictions or encumbrances affecting all or any part of the Property. g. Seller is not aware of any facts which prohibit it from closing this Agreement in accordance with the terms hereof. h. There are no mechanics' or materialmen's liens against the Property and if subsequent to closing hereunder, any mechanics' or other liens shall be filed against the Property or against Buyer or its assigns, based upon any act or omission occurring prior to closing on the Property, Seller shall take such action, within ten (IOJ days after the filing thereof, by bonding, deposit, payment or otherwise, as will remove, transfer or satisfy such lien of record against the Property, at Seller's sole cost and expense. i. There are no parties in possession of any portion of the Property, whether as lessees, tenants-at"sufferance, trespassers or otherwise. At the closing, the Seller shall, in writing, reaffirm to the Buyer the truth and correctness, as of the closing date, of each of the warranties and agrees to indemnify and hold the Buyer harmless from any loss or damage suffered by the Buyer on account of the untruth or incorrectness of any such warranties. 8OC1\REAlES1\40375.2 00350t'01S2 8117'" 13,00 Covenants of Seller. Seller hereby covenants with the Buyer as follows: a. Between the date of this Agreement and the closing, Seller will not, without the Buyer's prior written consent, create by its consent any encumbrances on the Property nor will Seller accept any additional advances under any existing mortgage on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, mortgages or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. b. Between the date of this Agreement and the date of closing, Seller will not file any application for any change of the present zoning classification of the Property unless such change is requested by the Buyer. Seller will cooperate fully with the Buyer by executing consents, applications and other such documents reasonably requested by the Buyer in connection with its efforts in developing the Property to a condition such that building may commence. c. Between the date of this Agreement and the date of closing, all existing insurance policies shall remain continuously in full force and will not be terminated without prior written notice to the Buyer; and all improvements located upon the Property shall be insured for the full replacement value of such improvements. 14.00 IntentionaIlv Omitted 15.00 Real Estate Commissions, Seller hereby warrants to the Buyer that Seller has not engaged or dealt with any broker or agent with respect to the purchase and sale of the Property as contemplated by this Agreement. Seller shall indemnify and hold the Buyer hannless against any and all liability, cost, danlage and expense (including, but not limited to, attorneys' fees and costs of litigation and appeals) Buyer shall ever suffer or incur because of any claim by any broker or agent (other than Broker) claiming to have dealt with the Seller, whether or not meritorious, for any commission or other compensation with respect to this Agreement or to the purchase and sale of the Property in accordance with this Agreement. National Realty Investment Group ("Broker")'hereby warrants to the Seller that Buyer has not dealt with any broker or ageatother than Broker with respect to the purchase and sale of the Property as contemplated by this Agreement. Buyer shall indemnify and hold the Seller harmless against any and all liability, loss, cost, damage and expense (including, but not limited to, attorneys' fees and costs of litigation and appeal) Seller shall ever suffer or incur because of any claim by any broker or agent other than Broker claiming to have dealt with the Buyer, whether or not meritorious, for any commission or other compensation with respect to this Agreement or to the purchase and sale of the Property in accordance with this Agreement. Buyer is responsible for the commission due to Broker. BOCt\REAtES't\403752 00350.'01!2Qft71i9 16,00 Condemnation. In the event of the institution against the record owner of the Property of any proceedings, judicial, administrative or otherwise, relating to the taking, or to a proposed taking of any portion of the Property by eminent domain, condemnation or otherwise (which materially impairs the proposed development of the Property), prior to closing, or in the event of the taking of any portion of the Property by eminent domain, condemnation or otherwise, prior to closing, then the Seller shall notify the Buyer promptly and the Buyer shall have the option, in its sole and absolute discretion of either (i) terminating this Agreement and obtaining a full refund of any Deposits remaining in Escrow; or (ii) closing in accordance with the terms of this Agreement, but at such closing the Seller shall assign to the Buyer all of its right, title and interest in and to any net awards that have been or may be made with respect to such eminent domain proceeding or condemnation. Such election must be..made by the Buyer within thirty (30) days of the notice furnished by Seller. If Buyer fails to make an election in writing, he shall be deemed to have elected alternative (i). 16.01 Loss or Damal!e. Any loss or damage to the Property or any improvements located thereon between the date of this Agreement and closing shall not void this Agreement or modify the provisions hereof, provided that Seller shall repair such loss or damage to the Property or any improvements located thereon prior to closing as a condition of Buyer's obligation to proceed to closing hereunder. If Seller fails to repair such loss or damage prior to closing, Buyer may, at its sole election and option, either (i) deduct from the closing proceeds due Seller, a sum sufficient to complete the repairs as certified by Buyer's architect or engineer; or (ii) suspend closing for a sufficient period of time in order to allow Seller to complete the repairs. ,. 17.00 Default. If .this transaction does not close solely due to a refusal or default on the part of the Buyer, then any deposits placed under this Agreement shall be delivered by the Escrow Agent to the Seller as liquidated and agreed upon damages; and thereafter, the Buyer shall be relieved from all further obligations under this Agreement and the Seller shall have n'0 further claim against the Buyer for specific performance or for damages by reason of the failure of the Buyer to close this transaction. If this transaction fails to close due to a default on the part of the Seller, then at the option of the Buyer any deposits placed under this Agreement shall be returned by the Escrow Agent to the Buyer, together with all interest earned thereon, provided however, that such return shall not limit Buyer's right to maintain an action for Seller's breach of this Agreement, damages, specific performance or any other relief whatsoever. 18.00 Escrow Al!ent. Seller and Buyer agree that the status of Buyer's counsel as Escrow Agent under this Agreement does not disqualify such law firm from representing the Buyer in connection with this transaction and in any disputes that may arise between Seller and Buyer concerning this transaction, including any dispute or controversy with respect to the Deposit. 8OC1\REAL..ES'r.40375.2 ClO3SOA)l52W17199 19,00 Bindinl!: Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, personal representatives, successors and permitted assigns. 20,00 Waiver; Modification. The failure by the Buyer or Seller to insist upon or enforce any of their rights shall not constitute a waiver thereof, and nothing shall constitute a waiver of the Buyer's right to insist upon strict compliance with the terms of this Agreement. Either party may waive the benefit of any provision or condition for its benefit which is contained in this Agreement. No oral modification of this Agreement shall be binding upon the parties and any modification must be in writing and signed by the parties. 21.00 Governinl!: Law; Venue. This Agreement shall be governed by and construed under the laws of the State of Florida. The venue of any litigation arising out of this Agreement shall be Palm Beach County, Florida. 22.00 Notices. Any notice, request, demand, instruction or other communication to be given to either party, except where required by the terms of this Agreement to be delivered at the closing, shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by express overnight courier, as follows: . ,. If to Buyer: Altman Development Corporation 2201 Corporate Boulevard NW, Suite 200 Boca Raton, FL 33431 Attention: Mr. Jeffrey A. Roberts Fax: (561) 997-8706 with copy to: Broad and Cassel 7777 Glades Road, Suite 300 Boca Raton, FL 33434 Attention: Richard B. MacFarland, Esq. Fax: (561) 483-7321 If to Seller: Diaplpnd Beach Development Joint Venture H GJ'J ok"7 C a,... ..... Attention: Fax: (561) ? (, :;1- ~ 7 <;<:> with copy to: BOC1\REALES"I'\40375..2 003S0.'0152 "17111 Notice shall be deemed given if forwarded by certified mail through the facilities of the United States Postal Office on the day following the date that the notice in question is deposited in the facilities of the U. S. Postal Service. Ifnotice is forwarded by express overnight courier, it shall be deemed given on the day following the date that the notice in question is deposited in the facilities of an express overnight courier. 23.00 Assi~nment. This Agreement may be assigned by the Buyer. In the event of an assigrunent, the Buyer shall be released from any and all of its obligations hereunder, provided that the assignee of such rights agrees to be fully bound by the terms and conditions of this Agreement as if such assignee were the original party hereto. 24.00 Atlornevs' Fees, In the event that it becomes necessary for either party to bring suit to enforce the terms of this Agreement, then the prevailing party shall be entitled to recover all costs, including attorneys' fees, incurred in connection with such litigation (including appellate proceedings) against the non-prevailing party. 25.00 Time ofthe 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. Provided however, if the date for performance is on a Saturday, Sunday or federal holiday, the date for performance shall be extended to the next business day. Accordingly, if Seller fails to deliver the title commitment and/or survey within the required time periods, then all time periods provided ,. for herein shall be extended by the same number of days that the delivery of the title commitment is delayed. 26.00 Construction. Each party hereto hereby acknowledges that all parties hereto participated equally in the drafting of this Agreement and that, accordingly, no court construing this Agreement shall construe it more stringently against one party than the other. 27.00 Si!!na!!e. Commencing upon the Effective Date and ending upon the termination of this Agreement, Seller grants to Buyer the right to erect a sign, reasonably acceptable to Seller, upon the Property advertising the proposed development by Buyer and directing inquiries regarding the proposed development to Buyer. If this Agreement is terminated for any reason, Buyer shall promptly remove any sign erected by Buyer. BOCt\REAL.E.ST'\40375.2 0035CWt52 8117189 28.00 Radon Gas. The following disclosure is required to be furnished to Buyer under Florida law: Radon is a naturally occurring radioactive gas that, when it has accwnulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health center. 29.00 Execution Date. ., This Agreement shall be null and void if not executed by the Seller and returned to the Buyer by September '31 ..1999. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year last below written. SELLER: Date: '} I?- r /7' 7 DIAMOND BEACH DEVELOPMENT JOINT ~o~~~y~,= N~~__ La... , J Title: Pr--, rO . .-c " BUYER: Date: 9 -).Y,' - '7c} ALTMAN DEVELOPMENT CORPORAT a Michigan co ration The undersigned acknowledges and agrees to act as Escrow Agent in accordance with the terms of this Agreement. BROAD AND CASSEL By: sident 8OC1\REAL.EST\40375.2 0035CKl152 "17119 EXHIBIT "A" Legal Description .' 8OC1\REA1..ES'N0375.2 00:ss0,.01521f17_ 'EXHIBIT <<A" Legal Description OEgCRIP17t1;V.' A parcel or land lying partly in the South. one-halC oC Section )) and part in the South one-halC oC Section J4, Townahip 45 South, Range 4) Eaat, Palm Bea :ounty, Florida, said parcel being more particularly deacribed aa Collowa; Commencing at the.interaection or the East-Veat Quarter aection line oC ...: Section JJ with the East right oC way line oC U.S. Highway No.1 (State Rpa4'No as ahown in Road Plat Book 2 On. page 159, public records oC Pal. Bdach C~untYI thence Easterly, along aaid Eaat-Veat quarter section~(.W: diatance or ))4.1l8.t'ee' to the Point oC Beginning; thence continue Easterly along the aame course, a dil tance oC 2)2.50 Ceet to the q\Ulrter section corner in the East line oC aaid'See tion )J; thence continue Easterly, along the East-Veat quarter sectio~ line o~.' said Section )4, a distance oC 155.90 reet to an intera~ction with ~he Veatrig} oC way line oC the Intracoaatal Vaterway, aa shown in Plat Book 17 on page 1,AI thence Southwesterly, along aaid Vest right oC way line, a diatance oC 211.6, C. to an intersection with the Eaaterly extension oC a line 209.46 Ceet South oC, I a\.aured at right angles, and parallel with the aaid E.at-Weat quarter aection line of Section JJ; thence Veaterly, along aaid parallel lin., a diatance oC 715.02 Ceet to an interaection with the said East right or way line oC U.S~ Big~ way No.1; thence Northeasterly, along said East right or way line, a distance ot 25.11 Ceet' to an intersection with a line 184.46 reet SOU~ 'or, as .e.aured . at right angles, and parallel with the said East-Vest quarter section line",?t -. Section J J ; thence Easterly, along said parallel line, a distance or. .J52.11t(.et thence Northerly, at right anglea to the preceding co\.\%"s., . diatanc'e oC'l81t;46.. te.t to the Point ot: Beginning. .,.;.. '.;":.;f~: >0,' 8OC1\REALEST\40375.2 . 0035OJ0152 Qi17tW AGREEMENT FOR PURCHASE AND SALE THIS AGREEtv1ENT is entered into by DAVID E, BLANKENHEIM, M. PATRICIA BLANKENHEIM and EUGENE M. WEITZ, Trustees, ("Seller"), and ALTMAN DEVELOPMENT CORPORA nON, a Michigan corporation ("Buyer"). The effective date of this Agreement shall be the date upon which the last party to sign has executed this Agreement ("Effective Date"). I AGREEMENT: 1.00 Purchase and Sale. Subject to all of the terms and conditions of this Agreement, the Seller will sell to the Buyer and the Buyer will purchase from the Seller the property described on Exhibit "A" attached hereto and incorporated herein ("Property"), together with all appurtenances, rights, easements, and rights of way incident thereto. 2.00 Pu rchase Price. aid by the Buyer to the Seller for the Property is ("Purchase Price"), payable as hereinafter described. 2.01 DeDosit. .' Upon the Effective Date, the Buyer shall deposit with Broad and Cassel ("Escrow Agent") the sum of ("First Deposit") which shall be invested in an interest bearing account in a bank selected by Buyer. Upon expiration of the investigation period provided for in Paragraph 4.00 hereof, and assuming that Bu er elects to proceed, Buyer shall deposit an additional ("Second Deposit") with Escrow Agent and Escrow Agent shall hold the Second Deposit upon the same terms as the First Deposit The First Deposit and the Second Deposit are sometimes hereinafter collectively referred to as the "Deposit". The disposition of the Deposit shall be in accordance with the terms and conditions of this Agreement Upon closing, interest shall be paid to the Buyer. Buyer's Federal Taxpayer identification numbeI1- I Buyer shall have the option, in Buyer's sole discretion, in lieu of delivering the cash deposits referred to herein, of delivering unconditional and irrevocable letters of credit drawn on a bank reasonably acceptable to the Seller. in the amount of the First Deposit and/or the Second Deposit Each letter of credit shall have an expiration date no earlier than twelve (12) months from the Effective Date. The letters of credit shall be drawn in favor of Escrow Agent and shall be in a form reasonably acceptable to Seller. In the event of a dispute concerning the Deposit, Escrow Agent shall retain the letters of credit and shall only draw on such letters of credit if Seller is entitled to the Deposit as provided herein However, in the event that the letters of credit will expire prior to the resolution of such dispute, Buyer shall deliver, at least ten (10) days prior to the expiration of any such letter of credit, either (i) a substitute letter of credit upon the identical terms and conditions contained in the original letter of credit (except that the maturity date shall be extended for no less than six (6) months) to be held until the dispute is resolved; or (ii) substitute cash in the face amount of any letter of credit due to expire and upon receipt of such cash deposit, Escrow Agent shall return the letter of credit(s) to Buyer. However, if Buyer fails to do either (i) or (ii) above, then Escrow Agent shall be authorized to draw on the letter(s) .....____.. _.._m_._...______._.____~,._..____,__._.~~__________ of credit due to expire and shall retain the proceeds of such letter( s) of credit in an interest bearing escrow account in accordance with the terms and provisions of the first paragraph hereof. 2,02 Pavment of Purchase Price. At the time of Closing (hereinafter defined), the Buyer will pay to Seller in U.S. Dollars by cashier's check or by wire transfer of funds the Purchase Price as adjusted for prorations, adjustments and less the Deposit as set forth in this Agreement. Upon closing, the Escrow Agent shall deliver the Deposit to Seller, and such Deposit shall be credited against the Purchase Price. 3.00 Title and Title Insurance. ,. Within one hundred four (104) days of the Effective Date or fourteen days after expiration of the Investigation Period the Seller shall obtain and deliver to Buyer, at Buyer's sole cost and expense, a commitment for an ALTA Form B owner's title insurance policy issued by Attorneys Title Insurance Fund or such other title company as is reasonably acceptable to the Buyer. The title insurance commitment shall have a date subsequent to the Effective Date and shall show that title to the Property is good and marketable and insurable subject to no liens, encumbrances, exceptions or qualifications which would preclude the Buyer, in its sole discretion, from constructing and developing a rental apartment community upon the Property. The Buyer shall have ten (10) business days from receipt of the commitment in which to examine the condition of title. If the Buyer fails to provide the Seller with written notice of specific defects which make title to the Property other than as required by this paragraph within the ten (10) business day period, then, for all purposes of this Agreement, the Buyer shall be deemed to have accepted title in the condition described in the commitment. Any title exceptions which are not objected to within the ten (10) business day period shall be deemed to be permitted exceptions. If the Buyer timely notifies the Seller that title does not satisfy the requirements of this paragraph, then the Seller agrees to use reasonable diligence to make title good, marketable and insurable, for which purpose the Seller shall have a reasonable time but in no event more than one hundred eighty (180) days from the receipt of the Buyer's written notice that title is unacceptable. After reasonable diligence on the part of the Seller, if title is not rendered as required by this paragraph, then at the end of the one hundred eighty (180) day period any money deposited by the Buyer at the election of Buyer, shall be returned to Buyer, this Agreement shall be terminated and all parties hereto shall be released from any and all obligations and liabilities hereunder. At any time prior to such termination, the Buyer may elect by written notice to the Seller to waive any defects in title, in which event the closing shall take place pursuant to this Agreement without any abatement in price. The obligation of the Seller to cure title defects shall include an obligation to expend money and commence and diligently pursue litigation. 4.00 Investil!:ation Period. Commencing on the Effective Date, the Buyer shall have ninety (90) days ("Investigation Period") in which to dl1termine that the Property can be improved with a distinctive apartment home community together with a clubhouse and other related amenities, structures, and other improvements ("Intended Improvements") pursuant to a plan feasible and satisfactory to the BOC1\REALESl\41195.1 00350JQ1529J301Q9 Buyer in its sole discretion. If for any reason the Buyer, in its sole discretion, determines during the Investigation Period that the contemplated development of the Property is not feasible, then on the day following the last day of the Investigation Period, (unless Buyer has notified Seller and Escrow Agent in writing that it has elected to proceed with this transaction), this Agreement shall automatically terminate, the parties hereto shall be relieved of all liabilities and obligations under this Agreement and the Deposit, together with all accrued interest, shall be delivered by Escrow Agent to Buyer. At the end of the Investigation Period and assuming that Buyer has elected to proceed, the First Deposit and the Second Deposit required by Paragraph 2.01 her.eof shall be non-refundable to Buyer unless this Agreement is terminated as a result of Buy~r's inability to satisfy or obtain those items set forth in Paragraph 5.00 hereof or as a result of Seller's breach of this Agreement. ;.,. During the 90 day Investigation Period the Buyer agrees to conduct specific tests and investigations. The tests and investigations shall include, but not be limited to, a boundary survey and topographic survey of the subject parcel, comprehensive soil tests, biological survey of the subject property, proposed building site plan, and a determination of the concurrency including traffic studies and public facilities availability. These .tests and surveys shall be conducted by the appropriate licensed professionals. Initially, within 5 days of the Effective Date, Buyer shall order a boundary and topographical survey, and a mangrove study. If such surveyor study is unsatisfactory to Buyer, Buyer shall have no further obligation to proceed with further testing until such problem has been cured. If it is determined that such problem cannot be cured, Buyer shall terminate the Agreement during the Investigation Period. If Buyer does not terminate during the Investigation Period, then Buyer will order the balance of the tests and investigations described herein. However, if any such test or investigation reveals an adverse condition unacceptable to Buyer, then Buyer shall have the right to discontinue further testing and investigation, and will promptly notify Seller. Upon receipt of the written results of such tests and surveys, Buyer shall immediately provide Seller with signed and sealed copies of such reports and any letters received from or minutes of any meeting with governmental bodies. These c;opies shall become the property of the Seller without cost to the Seller. All such documents received by Buyer shall be delivered to the Seller prior to Buyer receiving a refund of the Deposit from Escrow Agent. 4.01 Development ApDrovals. If Buyer elects to proceed with this transaction pursuant to the terms of Paragraph 4.00 hereof, then commencing upon the expiration of the Investigation Period, Buyer shall diligently and expeditiously pursue (in an orderly time sequence) all necessary approvals from the appropriate governmental authorities in order to obtain the necessary development approvals to commence construction of Buyer's Intended Improvements ("Development Approvals"). Seller acknowledges that Buyer's Intended Improvements are to be constructed on the Property and other adjacent properties which constitute the Entire Property (hereinafter defined) and that the Development Approvals being sought by Buyer include the Entire Property The Buyer shall diligently seek approval of the Development Approvals and the Seller agrees to cooperate fully with the Buyer in order to enable Buyer to obtain the necessary approvals in as timely a fashion as possible, but the Seller will not incur any expense The cost of preparing and filing the Development Approvals shall be borne solely by the Buyer. 8OC1\REALESn411951 00350101529130199 The Buyer shall have up to from the Effective Date in which to obtain the Development Approvals from the appropriate governmental authorities. If the Buyer has fai led to secure the necessary Development Approvals by the expiration of the period, then the Buyer may, at its sole option: (i) terminate the Agreement, whereupon Escrow Agent shall return the Deposit to Buyer and thereafter the parties shall be relieved from ail further obligations and liabilities hereunder; (ii) extend closing pursuant to the terms outlined in Paragraph 6.c. below, in which event ail deposits hereunder shall be non refundable to Buyer, except in the event of a default by Seller, or, (iii) close the transaction without regard to the l absence of the Development Approvals Buyer shail provide Seiler with an anticipated time line for application deadlines, ail pre- approval meetings and governmental hearings. This time line is attached to the Agreement. If necessary, the Buyer shall promptly notify Seiler in writing of any deviation in the anticipated time line. 4.02 Concurrency. This Agreement shail be contingent upon Bu~er's determining that the public facilities and services needed to support Buyer's Intended Improvements upon the Property shail be available concurrent with the impact of Buyer's development. In that regard, commencing upon the expiration of the Investigation Period, Buyer agrees to diligently apply and seek to obtain a concurrency certificate, if available, which shail be conclusive evidence that the Buyer's Intended Improvements are exempt from concurrency review at ail stages of its development process and further that concurrency review wiil not adversely impact Buyer's ability to obtain the Development Approvals in a timely fashion to commence construction of Buyer's Intended Improvements including, but not limited to, the issuance of building permits by the appropriate governmental authorities. 5.00 Conditions Precedent to Buver's Obli!!ation to Close. The following are specific conditions which must be satisfied prior to, and must be true at closi ng a. Improvements. The Property IS zoned to permit the development of Buyer's Intended b. The Buyer has received final unappealable approval of its site plan and plat from the appropriate governmental authorities without unusual conditions which would make development of the Intended Improvement economically burdensome. All other Development Approvals required from the water districts, drainage districts, environmental regulatory authorities, building department (i.e. building permits) or other applicable city, county or state authority which may be required in order to construct Buyer's Intended Improvements shall have been obtained by the Buyer c. The Buyer shail have received a concurrency certificate referred to In Paragraph 4.02 hereof. BOC1\REALEST\41,951 0035010152 9I3OJ99 d. Title to all of the properties which are included in Buyer's Development Approvals (the "Entire Property") shall have been conveyed to Buyer or shall have been delivered in escrow, pending the closing on the purchase of the Property with Seller, so that with the closing on the purchase of this Property, Buyer shall be owner of the Entire Property which has been assembled by Buyer. In the event that Buyer's application(s) with respect to the matters set forth above are denied, or if Buyer does not obtain title to the Entire Property, then the Buyer may, at its sple option, tenninate the Agreement and obtain a refund of its Deposit and all interest earned thereon, if any, whereupon the parties shall be relieved from all further liabilities and obligations hereunder. 6.00 Closinl!, a. The purchase and sale contemplated by this Agreement shall be closed on June I, 2000. The closing will be held at the offices of Escrow Agent or at such other place as the parties may mutually agree upon. b. Notwithstanding anything contained herein to the contrary, at any time prior to the scheduled closing, the Buyer in its sole discretion may elect to close this transaction. Buyer shall exercise this election by delivering to the Seller written notice of the Buyer's intention to close which notice shall set a closing date not more than thirty (30) days from the date of the notice c. All deposits hereunder shall be non refundable to Buyer, except in the event of a default by the Seller after_ from the Effective Date. Buyer shall have the option of extending the date of closing for two (2) periods of thirty (30) days each. Buyer shall exercise its election to extend closing by delivering to the Seller written notice of the Buyer's intentiof\ to extend the closing date and depositing an additional hen-refundable deposit of for each extension period. 7,00 Closinl! Deliveries. Upon closing, Seller shall deliver to the Buyer a Warranty Deed, No-Lien Affidavit, FIRPT A Affidavit, and such other documents as may be necessary to close in accordance with the tenns of this Agreement. Upon delivery of such documents, the Buyer will pay the Purchase Price to the Seller. 8.00 C1osinl! and Recordinl! Costs. a. Investments, Inc. The Seller shall pay the brokerage commission to Reichel Realty b. The Buyer shall pay for the cost of the brokerage commission to National Realty Investment Group, Inc., the cost of documentary stamps to be affixed to the deed, the surtax on the deed of conveyance, if any, and the cost of the owner's title insurance policy premIUm. BOC1\REALE5T\41 1 95.1 00350101529130199 9.00 Taxes and Prorations. At the closing, the taxes on the Property shall be prorated between the parties on the basis of the taxes paid for the most recent year that has been assessed and billed. If the actual taxes for the year of closing are not determinable at the closing date, then the parties agree to re-prorate taxes promptly upon issuance of the tax bill for the year of closing Special assessment liens certified as of closing shall be paid by the Seller. Pending liens shall be assumed by the Bu~er provided, however, that where the improvement has been substantially completed as of the closing, such pending lien shall be treated as a certified lien and shall be paid by the Seller. 10,00 Possession. The Buyer shall be granted full possession of the Property as of the closing. 11.00 Survey. Within five (5) days after the Effective Date. Seller will deliver to Buyer a copy of any survey in Seller's possession. Thereafter, Buyer may, at its expense, have the Property surveyed. 12.00 Seller's Warranties. Seller hereby warrants to Buyer as follows: a That Seller is vested with good and marketable fee simple title to the Property. ,. b. Seller knows of no condemnation or eminent domain proceedings pending or to the best of Seller's knowledge contemplated against the Property or any part thereof, and the Selle'r has received no notice of the desire of any public authority to take or use the Property or any part thereof c There are no pending suits or proceedings against or affecting the Seller or . any part of the Property which (i) do or could affect title to the Property or any part thereof; or (ii) do or could prohibit or make unlawful the consummation of the transaction contemplated by this Agreement, or render Seller unable to consummate the same. d Seller knows of no toxic and/or hazardous wastes as defined by Federal or Florida law have been used, treated, disposed of or stored in, on, under or about the Property; and to the best of Seller's knowledge, no other person or entity has treated, deposited, stored, disposed of, or placed any hazardous substance on the Property. e Seller and the party on behalf of Seller executing this Agreement has full power and authority to execute and deliver this Agreement and all documents now or hereafter to be delivered by it pursuant to this Agreement and to perform all obligations arising under this Agreement. BOC1\REALEST\41195.1 0035010152 9130199 f Seller has no knowledge of any unrecorded easements, restrictions or encumbrances affecting all or any part of the Property. g. Seller is not aware of any facts which prohibit it from closing this Agreement in accordance with the terms hereof h. There are no mechanics' or materialmen's liens against the Property and if subsequent to closing hereunder, any mechanics' or other liens shall be filed.against the Property or against Buyer or its assigns, based upon any act or omission occurring prior to closing on ~he Property, Seller shall take such action, within ten (10) days after the filing thereof, by bonding, deposit, payment or otlierwise, as will remove, transfer or satisfy such lien of record against the Property, at Seller's sole cost and expense. i. There are no parties in possession of any portion of the Property, whether as lessees, tenants-at-sufferance, trespassers or otherwise. At the closing, the Seller shall, in writing, reaffirm to the Buyer the truth and correctness, as of the closing date, of each of the warranties anct agrees to indemnify and hold the Buyer harmless from any loss or damage suffered by the Buyer on account of the untruth or incorrectness of any such warranties. 13.00 Covenants of Seller. Seller hereby covenants with the Buyer as follows: ,. a. Between the date of this Agreement and the closing, Seller will not, without the Buyer's prior written consent, create by its consent any encumbrances on the Property nor will Seller accept any additional advances under any existing mortgage on the Property. For purposes of this provision the term "encumbrances" shall mean any liens, claims, options, :mortgages or other encumbrances, encroachments, rights-of-way, leases, easements, covenants, conditions or restrictions. b. Between the date of this Agreement and the date of closing, Seller will not file any application for any change of the present zoning classification of the Property unless such change is requested by the Buyer. Seller will cooperate fully with the Buyer by executing consents, applications and other such documents reasonably requested by the Buyer in connection with its efforts in developing the Property to a condition such that building may commence, provided it is at the sole cost of Buyer. 14.00 Moratoria. If, at the time of closing, there are sewer, water, building or other moratoria in effect which would interfere with the immediate construction and occupancy of the Intended Improvements, then Buyer, at its sole option, may: (i) terminate the Agreement and obtain a refund of the Deposit, whereupon the parties shall be relieved from all further liabilities and obligations hereunder: (ii) close the transaction without regard to the moratoria: or (iii) extend the closing for up to six (6) months. If at the end of the six (6) month period the moratorium has BOC1\REALEST\41195 , 00350101529130199 not been removed, Buyer may elect either (i) or (ii) only. 15,00 Real Estate Commissions. Seller hereby warrants to the Buyer that Seller has not engaged or dealt with any broker or agent other than National Realty Investment Group ("National") and Reichel Realty Investments, Inc. ("Reichel") with respect to the purchase and sale of the Property as contemplated by this Agreement. Seller shall indemnify and hold the Buyer harmless against any and all liability, cost, damage and expense (including, but not limited to, attorneys' fees ind costs of litigation and appeals) Buyer shall ever suffer or incur because of any claim by any broker or agent (other' than National) claiming to have dealt with the Seller, whether or not meritorious, for any commission or other compensation with respect to this Agreement or to the purchase and sale of the Property in accordance with this Agreement. Seller shall pay all commissions due Reichel in accordance with a separate agreement with Reichel. Buyer hereby warrants to the Seller that Buyer has not dealt with any broker or agent other than National and Reichel with respect to the purchase and sale of the Property as contemplated by this Agreement. Buyer shall indem'nify and hold the Seller harmless against any and all liability, loss, cost, damage and expense (including, but not limited to, attorneys' fees and costs of litigation and appeal) Seller shall ever suffer or incur because of any claim by any broker or agent other than Reichel claiming to have dealt with the Buyer, whether or not meritorious, for any commission or other compensation with respect to this Agreement or to the purchase and sale of the Property in accordance with this Agreement. Buyer shall pay all commissions due National in accordance with a separate agreement with National. 16.00 Condemnation. ,. In the event of the institution against the record owner of the Property of any proceedings, judicial, administrative or otherwise, relating to the taking, or to a proposed taking of any portion of the Property by eminent domain, condemnation or otherwise (which materially impairs the proposed development of the Property), prior to closing, or in the event of the taking of any portion of the Property by eminent domain, condemnation or otherwise, prior to closing, then the Seller shall notify the Buyer promptly and the Buyer shall have the option, in its sole and absolute discretion of either (i) terminating this Agreement and obtaining a full refund of any Deposits remaining in Escrow; or (ii) closing in accordance with the terms of this Agreement, but at such closing the Seller shall assign to the Buyer all of its right, title and interest in and to any net awards that have been or may be made with respect to such eminent domain proceeding or condemnation Such election must be made by the Buyer within thirty (30) days of the notice furnished by Seller. If Buyer faiis to make an election in writing, he shall be deemed to have elected alternative (i). 16.01 Loss or Damal!e. Any loss or damage to the Property or any improvements located thereon between the date of this Agreement and closing shall not void this Agreement or modify the provisions BOC1\REALES1\41195.' OO:l5QlO1529130199 III. CERTIFICATION (I) rNe) understand that this application and all papers and plans submitted herewith become a part of the permanent records of the Planning and Zoning Division (I> rNe> hereby certify that the above statements and any statements or showings in any papers or plans submitted herewith are true to the best of (my) (our) knowledge and belief. This application will not be accepted unless ~Si~2:7::;t~i~ ilLf/;zOC!O Signature of Owner(s) or Trustee, of Date Authorized Principal if property is owned by a corporation or other business entity. ~t...A~ ...li.~ WI!W ~ Planning and Zoning Division - Rev. 10/15/1998 H:ICLlENTSI1465 ALTMAN Dev CORPI1465.01lGOVERNMENT DOCSISITE PLAN. DOC hereof 17.00 Default. If this transaction does not close solely due to a refusal or default on the part of the Buyer, then any deposits placed under this Agreement shall be delivered by the Escrow Agent to the Seller as liquidated and agreed upon damages; and thereafter, the Buyer shall be relieved from all further obligations under this Agreement and the Seller shall have no further claim against the Buyer for specific performance or for damages by reason of the failure of the Buyer to close this transaction. If this transaction fails to close due to a default on the part of the Seller, then at the option of the Buyer any deposits placed under this Agreement shall be returned by the Escrow Agent to the Buyer, together with all interest earned thereon, provided however, that such return shall not limit Buyer's right to maintain an action for Seller's breach of this Agreement, damages, specific performance or any other relief whatsoever. 18.00 Escrow Al!:ent. Seller and Buyer agree that the status of Buyer's counsel as Escrow Agent under this Agreement does not disqualify such law firm from representing the Buyer in connection with this transaction and in any disputes that may arise between Seller and Buyer concerning this transaction, including any dispute or controversy with respect to the Deposit. 19.00 Bindinl!: Effect. " This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, personal representatives, successors and permitted assigns. 2(l.00 Waiver; Modification. The failure by the Buyer or Seller to insist upon or enforce any of their rights shall not constitute a waiver thereof, and nothing shall constitute a waiver of the Buyer's right to insist upon strict compliance with the terms of this Agreement. Either party may waive the benefit of any provision or condition for its benefit which is contained in this Agreement. No oral modification of this Agreement shall be binding upon the parties and any modification must be in writing and signed by the parties. 21.00 Governinl!: Law: Venue, This Agreement shall be governed by and construed under the laws of the State of Florida. The venue of any litigation arising out of this Agreement shall be Palm Beach County, Florida 22.00 Notices. Any notice, request, demand, instruction or other communication to be given to either party, except where required by the terms of this Agreement to be delivered at the closing, shall BOC1\REALE5n41195.' 00350/0152 9/30199 be in writing and shall be sent by registered or certified mail, return receipt requested, or by express overnight courier, as follows: If to Buyer: Altman Development Corporation 220 I Corporate Boulevard NW, Suite 200 Boca Raton, FL 33431 Attention: Mr. Jeffrey A. Roberts Fax: (561) 997-8706 with copy to: Broad and Cassel 7777 Glades Road, Suite 300 Boca Raton, FL 33434 Attention: Richard B. MacFarland, Esq. Fax: (561) 483-7321 If to Seller: David E. Blankenheim, Trustee 2971 N.E. 27th Avenue Lighthouse Point, Florida 33064 Fax: (954) 785-1391 with copy to: William F. Sullivan, Esquire Portley and Sullivan 2401 E. Atlantic Blvd., Ste. 410 Pompano Beach, FL 33062 Fax: (954) 941-3469 " Notice shall be deemed given if forwarded by certified mail through the facilities of the United States Postal Office on the day following the date that the notice in question is deposited in the facilities of the U. S Postal Service. If notice is forwarded by express overnight courier, it shall be deemed given on the day following the date that the notice in question is deposited in the facilities of an express overnight courier. 23.00 Assi2:nment. This Agreement may be assigned by the Buyer. In the event of an assignment, the Buyer shall NOT be released from any and all of its obligations hereunder. 24.00 Attornevs' Fees. In the event that it becomes necessary for either party to bring suit to enforce the terms of this Agreement, then the prevailing party shall be entitled to recover all costs, including attorneys' fees, incurred in connection with such litigation (including appellate proceedings) against the non-prevailing party. 25.00 Time of the Essence. Time is of the essence with respect to each provision of this Agreement which requires BOC1\REALEST\411951 00350101529130199 that action be taken by either party within a stated time period, or upon a specified date. Provided however, if the date for performance is on a Saturday, Sunday or federal holiday, the date for performance shall be extended to the next business day. Accordingly, if Seller fails to deliver the title commitment and/or survey within the required time periods, then all time periods provided for herein shall be extended by the same number of days that the delivery of the title commitment is delayed. 26,00 Intentionallv Omitted. 27.00 Si1!:na1!:e. Commencing upon the Effective Date and ending upon the termination of this Agreement, Seller grants to Buyer the right to erect a sign, reasonably acceptable to Seller, upon the Property advertising the proposed development by Buyer and directing inquiries regarding the proposed development to Buyer. If this Agreement is terminated for any reason, Buyer shall promptly remove any sign erected by Buyer. 28.00 Radon Gas. The following disclosure is required to be furnished to Buyer under Florida law: ,. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health center. 29.00 Execution Date. This Agreement shall be null and void if not executed by the Seller and Buyer by October 15, 1999. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year last below written Date: 101//91 / I SELLER: ByO~Qr ~~~~ , David E. Blankenheim, Trustee . '" ...- l.:>,- BOC1\REALESn411951 0035010152 9I3OM Date: BUYER: ALTMAN DEVELOPMENT CORPORATION, a Michigan corporation ;><{ By Title: ~ l The undersigned acknowledges and agrees to a? as Escrow Agent in accordance with the terms of this Agreement. BROAD AND CASSEL By: Richard B. MacFarland, P.A., Partner 'chard B. MacFarland, President .... , . BOC1\REALEST\4119S,1 oo35010152913Of99 EXHIBIT "A" Legal Description A parcel of land in Section 33,. Township 45 South, Range 43 East, Palm Beach County, Florida, more particularly described as follows: Beginning at the quarter section corner in the east line of said Section 33, thence run north along said section line, a distance of 324 feet; thence westerly along the line of an existing fence, a distance of 549 feet, more or less to a point in the easterly right-of-way line of State Road No" 5 (U.S. Highway No.1) at a distance of 317.8 feet northerly, II\Co1nul~J nlulIY !HIlt! rlyht-of-wMY 11110 from tho MOt and west quarter section line through said section 33; thence southerly along said easterly right-of-way line, a distance of 317.8 feet to a point in said east and west quarter section line; thence easterly along said quarter section line, a distance of 584 feet, more or less to the Point of Beginning, and ,. That part of Lot 8 of ROUSSEAU'S SUBDIVISION, according to the plat thereof recorded in Plat Book 1, Page 14, Public Records of Palm Beach County, Florida, lying West of the West right-of-way line of the Intracoastal Waterway, said right-of-way line being shown on plat recorded in plat Book 17, Page 13A, of the Public Records of Palm Beach County, Florida, AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT is entered into by TAIWAN ON, INC., a Florida corporation ("Seller"), and ALTMAN DEVELOPMENT CORPORATION, a Michigan corporation ("Buyer"). The effective date of this Agreement shall be the date upon which the last party to sign has executed this Agreement ("Effective Date"). AGREEMENT: 1.00 Purchase and Sale. Subject to all of the terms and conditions of this Agreement, the Seller will sell to the Buyer and the Buyer will purchase from the Seller the property described on Exhibit "AU attached hereto and incorporated herein ("Property"), together with all appurtenances, rights, easements, and rights of way incident thereto. 2.00 Purchase Price. aid by the Buyer to the Seller for the Property is ("Purchase Price"), payable as hereinafter described. 2,01 DeDosit. Q.1u - "-{\-f :tN<;,u.(D-\I\ t.t Co. Upon the Effective Date osit with 4J.':P \ ("Escrow Agent") the sum of ("Deposit") which shall be invested in an interest eanng account at Bank. Upon expiration of the Investigation Period (hereinafter defined), and assuming that Buyer elects to proceed, Escrow Agent shall releas~of the Deposit (the "Released Deposit") to Seller. The Released Deposit in the amount of. shall thereafter be non-refundable to the Buyer unless this Agreement is terminated by Buyer as a result of (i) Seller's inability to convey title as required by Paragraph 3.00 or (ii) Seller's breach of this Agreement. Upon expiration of the Extended Investigation Period (hereinafter defined), and assuming that Buyer elects to proceed, Escrow Agent shall release an additional_ of "Additional Released Deposit" to Seller. The Released and Additional Released Deposits shall thereafter be non- refundable to the Buyer unless this Agreement is terminated by Buyer as a result of (i) Seller's inability to convey title as required by Paragraph 3.00, or (ii) Seller's breach of this Agreement. The disposition of the Deposit shall otherwise be in accordance with the terms and conditions of this Agreement. Upon closing, interest shall be paid to the Buyer. Buyer's Federal Taxpayer identi fication number is . 60C1\REALEST\40J7~ J 0035010152 2.02 Pavment of Purchase Price. At the time of Closing (hereinafter defined), the Buyer will pay to Seller in U.S. Dollars by cashier's check or by wire transfer of funds the Purchase Price as adjusted for prorations, adjustments and less the Deposit as set forth in this Agreement. 3.00 Title and Title Insurance. Within five (5) days from the Effective Date, the Seller shall deliver to Buyer a copy of Seller's existing title insurance policy insuring title in Seller's name to the Property. Thereafter, within thirty (30) days from the receipt of such title policy, Buyer shall obtain, at Buyer's sole cost and expense, a commitment for an ALTA Form B owner's title insurance policy issued by Chicago Title Insurance Company. The title insurance commitment shall have a date subsequent to the Effective Date and shall show that title to the Properly is good and marketable and insurable subject to no liens or encumbrances. The Buyer shall have ten (10) business days from receipt of the commitment in which to examine the condition of title. If the Buyer fails to provide the Seller with written notice of specific defects which make title to the Property other than as required by this paragraph within the ten (10) business day period, then, for all purposes of this Agreement, the Buyer shall be deemed to have accepted title in the condition described in the commitment. Any title exceptions which are not objected to within the ten (10) business day period shall be deemed to be permitted exceptions. If the Buyer timely notifies the Seller that title does not satisfy the requirements of this paragraph, then the Seller agrees to use reasonable diligence to make title good, marketable and insurable, for which purpose the Seller shall have a reasonable time but in no event more than one hundred eighty (180) days from the receipt of the Buyer's written notice that title is unacceptable. After reasonable diligence on the part of the Seller, if title is not rendered as required by this paragraph, then at the end of the one hundred eighty (180) day period any money deposited by the Buyer at the election of Buyer, shall be returned to Buyer, this Agreement shall be terminated and all parties hereto shall be released from any and all obligations and liabilities hereunder. At any time prior to such termination, the Buyer may elect by written notice to the Seller to waive any defects in title, in which event the closing shall take place pursuant to this Agreement without any abatement in price. The obligation of the Seller to cure title defects shall include an obligation to expend money and commence and diligently pursue litigation. 4,00 Investil!ation Period. Commencing on the Effective Date, the Buyer shall have ninety (90) days ("Investigation Period") in which to determine that the Property can be improved with a distinctive apartment home community together with a clubhouse and other related amenities, structures, and other improvements ("Intended Improvements") pursuant to a plan feasible and satisfactory to ~he Buyer in its sole discretion. If for any reason the Buyer, in its sole discretion, determines dunng the Investigation Period that the contemplated development of the Property is not feasible, then on the day following the last day of the Investigation Penod, (unless Buyer has notified Seller and Escrow Agent in writing that it has elected to proceed with this transaction), this Agreement shall automatically terminate, the parties hereto shall be relieved of all liabilities and obligations under this Agreement and the Deposit, together with all accrued interest, shall be delivered by Escrow Agent to Buyer. BOC1\REALEST\4CJ74 J 00350/0152 the year of closing are not determinable at the closing date, then the parties agree to re-prorate taxes promptly upon issuance of the tax bill for the year of closing. Special assessment liens certified as of closing shall be paid by the Seller. Pending liens shall be assumed by the Buyer provided, however, that where the improvement has been substantially completed as of the closing, such pending lien shall be treated as a certified lien and shall be paid by the Seller. 10.00 Possession. The Buyer shall be granted full possession of the Property as of the Closing. At any time prior to closing, Seller shall have the right to remove any equipment or fixtures from the Property, specifically including any signage. In addition, Buyer acknowledges that the name "Gentleman Jim's" is the sole property of the Seller. 11.00 Survey. Within five (5) days after the Effective Date, Seller will deliver to Buyer a copy of any survey in Seller's possession. Thereafter, Buyer may, at its expense, have the Property surveyed. In the event that the survey shows any encroachments or other objectionable matters, such shall be treated as a title defect in accordance with the provisions of Paragraph 3.00 hereof. 12.00 Seller's Warranties. Seller hereby warrants to Buyer as follows: a. That Seller is vested with good and marketable fee simple title to the Property. b. Seller knows of no condemnation or eminent domain proceedings pending or to the best of Seller's knowledge contemplated against the Property or any part thereof, and the Seller has received no notice of the desire of any public authority to take or use the Property or any part thereo f. c. There are no pending suits or proceedings against or affecting the Seller or any part of the Property which (i) do or could affect title to the Property or any part thereof; or (ii) do or could prohibit or make unlawful the consummation of the transaction contemplated by this Agreement, or render Seller unable to consummat~ the same. d. Seller knows of no toxic and/or hazardous wastes as defined by Federal or Florida law have been used, treated, disposed of or stored in, on, under or about the Property; and to the best of Seller's knowledge, no other person or entity has treated, deposited, stored, disposed of, or placed any hazardous substance on the Property. e. Seller and the party on behalf of Seller executing this Agreement has full power and authority to execute and deliver this Agreement ~nd all documents now or hereafter to be delivered by it pursuant to this Agreement and to perform all obligations arising under this Agreement. aOClIREALEST-.,fO)74 3 0035010\52 the Property in accordance with this Agreement. Seller is responsible for the commission due to Five Star Realty. Buyer hereby warrants to the Seller that Buyer has not dealt with any broker or agent other than National Realty Investment Group, Inc. with respect to the purchase and sale of the Property as contemplated by this Agreement. Buyer shall indemnify and hold the Seller harmless against any and all liability, loss, cost, damage and expense (including, but not limited to, attorneys' fees and costs of litigation and appeal) Seller shall ever suffer or incur because of any claim by any broker or agent other than National Realty Investment Group, Inc. claiming to have dealt with the Buyer, whether or not meritorious, for any commission or other compensation with respect to this Agreement or to the purchase and sale of the Property in accordance with this Agreement. Buyer is responsible for the commission due to National Realty Investment Group, Inc. 16.00 Condemnation, In the event of the institution against the record owner of the Property of any proceedings, judicial, administrative or otherwise, relating to the taking, or to a proposed taking of any portion of the Property by eminent domain, condemnation or otherwise (which materially impairs the proposed development of the Property), prior to closing, or in the event of the taking of any portion of the Property by eminent domain, condemnation or otherwise, prior to closing, then the Seller shall notify the Buyer promptly and the Buyer shall have the option, in its sole and absolute discretion of either (i) terminating this Agreement and obtaining a full refund of any Deposits remaining in Escrow; or (ii) closing in accordance with the terms of this Agreement, but at such closing the Seller shall assign to the Buyer all of its right, title and interest in and to any net awards that have been or may be made with respect to such eminent domain proceeding or condemnation. Such election must be made by the Buyer within thirty (30) days of the notice furnished by Seller. If Buyer fails to make an election in writing, he shall be deemed to have elected, alternative (i). 16.01 Intentionallv Omitted. 17.00 Default. If this transaction does not close solely due to a refusal or default on the part of the Buyer, then any deposits plus accrued interest placed under this Agreement shall be delivered by the Escrow Agent to the Seller as liquidated and agreed upon damages; and thereafter, the Buyer shall be relieved from all further obligations under this Agreement and the Seller shall have no further claim against the Buyer for specific performance or for damages by reason of the failure of the Buyer to close this transaction. If this transaction fails to close due to a default on the part of the Seller, then at the option of the Buyer, the Deposit shall be returned by the Escrow A.gent and Seller to the Buyer, toge~her with all interest earned thereon, provided however, that such return shall not limit Buyer's nght to maintain an action for Seller's breach of this Agreement, damages, specific performance or any other relief whatsoever. BOcnREALEsn40J74 J 0035010152 18,00 Escrow Ae:ent. Seller and Buyer agree that the status of Seller's counsel as Escrow Agent under this Agreement does not disqualify such law firm from representing the Seller in connection with this transaction and in any disputes that may arise between Seller and Buyer concerning this transaction, including any dispute or controversy with respect to the Deposit. 19,00 Bindine: Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, personal representatives, successors and permitted assigns. 20,00 Waiver: Modification. The failure by the Buyer or Seller to insist upon or enforce any of their rights shall not constitute a waiver thereof, and nothing shall constitute a waiver of the Buyer's right to insist upon strict compliance with the terms of this Agreement. Either party may waive the benefit of any provision or condition for its benefit which is contained in this Agreement. No oral modification of this Agreement shall be binding upon the parties and any modification must be in writing and signed by the parties. 21.00 Governine: Law: Venue. This Agreement shall be governed by and construed under the laws of the State of Florida. The venue of any litigation arising out of this Agreement shall be Palm Beach County, Florida. 22.00 Notices. .Any notice, request, demand, instruction or other communication to be given to either party, except where required by the terms of this Agreement to be delivered at the closing, shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by express overnight courier, as follows: If to Buyer: Altman Development Corporation 2201 Corporate Boulevard NW, Suite 200 Boca Raton, FL 33431 ' Attention: Mr. Jeffrey A. Roberts Fax: (561) 997-8706 with copy to: Broad and Cassel 7777 Glades Road, Suite 300 Boca Raton, FL 33434 Attention: Richard B. MacFarl'and, Esq. Fax: (561) 483-7321 BOC1\REAlEST\40J74 J 0035010152 27.00 Sll!:nal!:e. Commencing one day after the Extended Investigation Period, as the case may be, and ending upon the termination of this Agreement, Seller grants to Buyer the right to erect a sign, reasonably acceptable to Seller, upon the Property advertising the proposed development by Buyer and directing inquiries regarding the proposed development to Buyer. If this Agreement is terminated for any reason, Buyer shall promptly remove any sign erected by Buyer. 28.00 Execution Date. This Agreement shall be null and void if not executed by the Seller and returned to the Buyer by September 2S-.1999. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year last below written. Date: 9/2119 SELLER: T AlW AN ON, INC., a Florida corporation -- ~ i$ Date: FJ/vr J~1 f I BUYER: The undersigned acknowledges and agrees to act as Escrow Agent in accordance with the terms of this Agreement. . Boe 1\REALEST\40374.3 0035010152 EXHIBIT "A" Legal Description " , . BOC1\REALEST\40J74.3 0035010152 EARNEST MONEY ESCROW AGREE. ESCROW);O. This IS an ESCROW AOREEMEm", made the!: day and year wnttcn below, by and between: CHICAGO TITLE IN'SURA.'lCE COMPANY ("Escrow Agent"), and Altman Development Corporation, a Michigan corporation, ("Buyer") and Taiwan On, Inc'l a Florida corporation, ("SeUer"). Whereas Buyer and Seller are parties under a certain contract dated September ;1.s-, 1999 (the "contracr'); and Whereas Buyer and SclIer have requested Chicago Title Insurance Company to act as Escrow Agent to hold the earnest money :lgreed to therein (hereafter "Deposit"), in accordance with the tenns and provisions of this Earnest Money Escrow Agreement, and the contract. Now, therefore, in consideration of the promises and undertaking herein made, and the proposed issus.nce of a title insurance policy (or policies) by Escrow Agent, it is agreed that: 1. Buyer and Seller hereby apP<lint Chicago Title Insurance Company as Escrow Agent, hereunder; and the Deposit is hereby delivered to Escrow Agent who by signing below aclmowledges its receipt, in the form of check dated September 28, 1999, and payable to Escrow Agent; (or wire transfer), in Ihe amOWlt of 559,500; such receipt is m.de subJ'ect to Conditions of Escrow on the second (2114) page hereof. The Escrow Agent shall ree-eive a fee in accordance "'-ith the Company's Schedule of Fees which will be for serving as Escrow Agent under this agreement which feC! shall be deducted from the Deposit .......hen return of the Deposit is requested. 2. Escrow Agent SHALL HOLD THE DEPOSIT UNTIL WRllTEN RELEASE DISBURSE.\,lEl'n INSTRUCTIONS ARE RECEIVED FROM Altman Development Corporation and Taiwan On, Inc. 3. Escrow Agent is hereby authorized to and directed to invest the Deposit in the name of Chicago Title Insurance Company, custodial escrow agent for Buyer, as follows: (a) Deposits will be invested in an FDIC Money Market Account at a bank chosen by Chicago Title Insurance Company, (b) Other types of investments \\-ill be considered upon 'Nritten requcst directed by the Company and subject to possible additional fees payable to the Escrow Agent as negotiated. (c) Ifno investment is request please check here_. 4. Interest s.hall be payable a.t the time the Deposit is disbursed in accordance with the terms of the Escrow Agreement and the contact; and 5. All investments will be made in the regular course of business. To be entitled to same day investment (assuming good funds are prOVided) the Deposit must be received by noon; otherwise, such funds will be deposited on the next business day. 6. Escrow Agent shall have NO OBLIGATION TO INVEST the deposit unless and until it is in receipt of the ex:ecu~ed Investment oCEscrow Funds a.nd IRS Form W.9 attached hereto, 7. The investment shall be subject to the roles. re-gulations, policies and procedures of said Depository. s. The fee for the services of the Escrow Agent may be deducted from the escrow funds upon disbursemmt. Agreed to thIS A'6~ay of September 1999 rt BuYER: Altm v 0 ment/1atlon Micro / 2201 Corporate Boulevard N. W., Suite 200, Boca Raton, FL 33431 (561) 997.8661 (561) 997.8706 ~ Agreed to thiS _ day of September, 1999. SELLER, ( ~T mIlS?) ~d]..st- . way, Boynton Beach, Fl33435 Accepted: CHICAGO TITLE I;-.1SlIRA..'<CE COMPA.''Y BY: Date: pae:e 1 0(1. aoC1\R:EA~ES'l\ol'OH' OC')SO~lS2 ~_ 1::::3 :7:89 P::l::';:;.83 GENERAL CONDlTlONS OF ESC~O', Norwithst.tnding the written settlement ir.Jtructions cxccuflld by all parties and Iceepted by Chicago Title lnsUEance Company (CTI) to the contrary, these General Conditions ofEsero~ shall apply to thU escrow or settlement, and the property received hereunder. 1. CTI: Chicago Title Insurance Company is herein referred to as CTI. 2. DEPOSITS: All funds will be processed for collection in the nonnal course of business. No disbursements .....ill be made until the funds deposited have been irrevocably credited to CTI's aecount. eTI may commingle funds recdved by it in escrow with escrow (Wl.cU of others and may. without IimitltiDn, deposit such funds in its custodial or escrow accounts with ~y reputable trust company, ba.nk, savings bank. savings association. or other rmandaI 'ervicc:s entity, including any affiliate of CTI. It is undcalood tlu.t eTr shall be under no obligation to invest the funds deposited with it on behalf of any deposito!, nor shall it be 3ceountable for sny earnings or incidental benefit 3ttribubble to the fund, whieh may be receiveU by en which it holds such funds. De'posits held by CTI shall be subject to the provisions of Florida Statute 717. A service ehug-e 'Vill be msde equal ro the greater of the origin!1 st!tviee ehuge assessed or $100.00 for each six (6) month period thst the money deposited with en i9 to be hcld beyond six (6) months from the dare of deposit. 3 LIMIT ATIO:'\S OF LIABILITY: Without limitations. cn shall not be liable for any loss or damage resulting from the following: (iI) The erfe'C1 ofthc tran.uction underlying this eserow or of any element of any clement of that transaction., including without limitation, any failure or delay in the surrender of possession. of the property, the rights Or obligations o( any party in poncuion of the property, the rights or obligstion of any party in pone3,ion of the propl:!rty; the fmanei31 status of insolvency of :my other party, and 1ny mi!representation made by any other party. (b) Any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by crr or exchanged by the p3rties hereunder, whether or not CTI prepared such instrument. (c) The deCault, enor, action or omission of any party to the eserow. (d) Any loss or impairment offundJ: that have been deposited in escrow whilc those funds are on deposit in a fU1I.ncial institution if such loss or impainnent results from the failure-, insotvl:!ncy or suspension of 3 fmancial institution. (e) Any defects or conditions of title to any property that is the subject of this cserow, provided however th.s.t tltis limitation of liability does oot limit or affect the liability of Chicago Tide Insurance Compsny undc: an)' title insurance policy which it has issued or mlLY issue and not title insunnce liability is creatcd by this agreement. ([) The expiration of any time limit or other consequence of delay, unless a properly execured settlement instruction. accepted by en has instructed en to comply with uid time limit. (g) CTI's compliance with any legal process, subpoens., writs, orders, judgements and decree of any eourt whether issued with or without jurisdiction and whether or not consequently vacated, modified, set asidc or reversed. 4. DEFAULTS, NON.PERFORMA.."lCE Ai'"D DISPUTES: In the event written notice of a dcfault, non-perfonn:mce or dispute is given to en by any party herem, CTr will promptly notify all other parties in writing, return reccipt requested of such claim. Ten days afie: rec.eipt of return receipt by en the escrowed funw or documents will be released pursuant to the demand unleu eontrary written instructions are rec.eived from any other party(s) to thc Escrow Agreement. If contrary 'Written instructions are received by CTI before return of tho return receipt, thereafter en will not disburse funds or deliver any instrument execpt on receipt ofa. mutual ""Titten 3greement of 311 partie! to the escrow 01' upon appropriate order of court. 1h the event of disagrcement about the interpretation of the Escrow Agreement or these General Settlement Instructions, or about the rights and obligations or the propriety of any ICtion contemplated by eTI thereunder, CTr may in its sole di.sc.retion, file an lction to interple:t.dor to resolvo the disagreement. en may consult with counsel of its own choice 3nd shal1luve full and complete authorizstion a.nd protection for any action taken or suffered by it hereunder, in good faith and in accordance with the opinion of such counsel. CI1 shan othenvise not be liable for Iny mistakes of fact! or error in judgment, or tny aets or OmiSSlC'I1! of any kind unless caused by its willful misconduct or gross negligence, and the parties hereto llP'ee to indemnify ant! hold CTI humIeu fram any e.la.ims, denu.nds, causes of action, lisbility, damages, judgements, including the costs of defending any aetion against it together with any reasonable attorney's fees incurred therewith, in coMection with CTI's undertaking pursuant 10 the terms and eonditions of the Escrow Agreement and these Gencral Settlement lnstroctioru unless such act or omission is 1 result of the willNl m.i!conduet or gross negligence ofCfI. s. SETTLE:\1E.NT STATEl\'!ENTS: CTI shall prcpuc settlement statements or othetwisc a.ccount to the parties for all ronds receivcd and di!:bursed hereunder at the time of fuu! settlement :md closing of this o.$crow. Cfr sh,dl not be liable for the aceuracy oC informlltioll furnished to it by the other persons in the nonnal course of business, or the failure to adjust items not designated in \.\fTiting. Adjustment items shall be prorated on the basis of a cAlendu year s.nd . thirty day month. cn shall account for adju.umenu, credits and charges of expense items a.ccording to thc custom and usage of the community. Signed approval of settlement statements or other accounting of funds .hall constitute the authority to CTI 10 disburse funds as shown thereon, and deliver instrumcnts held in escrow as set Corth in the escrow instruments. Upon completion of the disburscment oC funds and delivery of instruments. err shall be rele:lSed and discharged of its escr~ obligations hereunder. 6. ATTOR.....EY'S FEES: In the event of disagreement about the interpretation oC the Esi:tow Agreement or these General SerJement Imtructio[l$, or about the rights and obligations or the propriety of any 3ction contemplated by eTr thereunder. en may, i.n its sole discretion, file an action in inteJ1lleader or other appropriate Coon Action to resolve the diugreement. To that end, :s.JJ p!r'ti~s herelO agrl!e (a) to indemnify CTI from all such ar.orncy's Cees, court costs and expenses and (b) to the extent that CTI holds a fund Wlder the lenus of this escrow, en m~y cbarge that fund with any such attOrney's fees. court costs and eoxpeonses as they .U'e incurred by CTl :lS well 15 :my sCTVice charges which may unp~id hgrlorz ~OC'~l.EST\.4':H 1 1)C~s.c:11:1s.2 - ~??? :?:J ::>::;Ci€ J~ "As Is" Rider to FAR/BA Contract For Sale and Purcha e FLORIDA ASSOCIATION OF REALTORS' AND THE FLORIDA BAR (ThIs Rider Is Intended for use In conjunction with Pa,r.agraph X 01 the Florida A.ssoclaUon of REALTORS and Tha FIottda Bar (FARIBAR) Contract for Sale and Purchase (1995.d.)] Th2sollowing clauses amend and are made a part of the Contract For Sale and Purchase ("Contracl"}.first dated the day of SEPTEMBER, 199~, by and between JUDITH M. HOWARD, TRUSTEE ("~) and ALTMAN DEVELOPMENT CORP. ("~). In accordance with the provisions of Standard "V", which allows modifications and changes to the Contract, Buyer and Seller agree as follows: 1. Seller's Warranties and Reoresentation: Obllaations with Resoect to the Prooertv: Limitations. (a) Paragraph XIII, Standard "D" and Standard "N" are deleted. (b) This Rider does not relieve Seller of Seller's obligations under Standard "W" for facts known to Seller. However, except as required in this Rider and In Standard W, Seller extends and Intends no warranty and makes no representation of any type, either express or implied, as to the physical condition or history of the Property. (c) Seller has received no written or verbal notice from any governmental entity or agency as to a currently uncorrected building, environmental or safety code violation. 2, (d) Subject to the provisions and limitations of this Rider, Buyer waives any claims against Seller and, to the extent permitted by law, against any licensee involved in the negotiation of the Contract, for any defects or other damage that may exist at closing of the Contract and be subsequently discovered by the Buyer or anyone claiming by, through, under or against the Buyer. \. ,:'''-'~;:, :..'" ','-:; Inspection Period and Rlaht t~ C'a~cel.f:t;:.'.." 'fM;"'" ~ (a) Buyer shall have ~ days from the Effective D~f. ' _ ") within which to have such inspections of the Property performod as Buyer shall deslr , r ties shall be made available by the Seller during the Inspection Period. -. . , . ,;+ ;'11 " - )1":~4?'; (b) Buyer shall be responsible for prompt payment for ~l.\\1tl~I1~p"ec!iQns and repair of damage to and restoration of the Property resulting from such inspections. This prOViSiQt!~,~,~4~.!~.~.}ermination of the Contract. ~~i... (c) If Buyer determines, in Buyer's sole discretion, that tti' : "i '. 'ohe Property is not acceptable to Buyer, Buyer may cancel thE:! Contract by delivering facsimile or wri lll!J;uch election to Seller within 48 hours ~fter the expiration of the Inspe~tion Period. If Buyer timel. m~;lhe Contract, the deposit(~) paid shall be Immediately returned to Buyer; thereupon, Buyer and Seller sha I. _wleased of all further obligations under the Contract, except as provided in Subparagraph 2.(b), above. ,:~~.'i1 ,- 3. Maintenance. Seller shall maintain the Property, including, but not limited to, the lawn shrubbery and pool, if any, in their respective conditions, existing as of the end of the Inspection Period, ordinary wear and tear excepted. Buyer shall be permitted access to the Property prior to closing, with utilities provided by Seller, for a walk-through to confirm that all items of Personal Property are located on the Real Property and that the Property has been maintained in accordance with the pro~i~i n this Pilagr Z N T AN DEVELOP ~JJl'l;t1L YJ1.~ .Jpt..dl, ICfCf? ELLERJUDITH M. ,Date ' TRUSTEE BUYER Date SELLER ~. IIAlLIliI WULfUR'l'lIDlC. REALTOR NAll0NSIIANJI: BUII.tJtmr. 6114 OCEAN BLVD. . c1996 The FI;ilaa Bar and the Florida Association of ~ FLA. S343S-7031 ASR-2 Rev. 9/96 - - ------~- - -----~--- -- - - -~---- - ----- >.111'-' 1 ;"'11... II"'~ .....-........ ... . ..- . ---- "PARTIES: RE8ECCA P. MERKEL TRUST/JUDITH ANNE MERKEL HO"AR~, TRUSTEE is.''.f), 1 c/o ~' ~~~~~~ ~g~~ORI~ ~~C~' . ~'\7'" (Phon.) 561-278-6790 '::d ALTMAN U~ ~L ., 2 CORPORATE BLVD., N.W. SUITE 200 ('Bu .f), '01 ~ULA KAIUN, ~LA. 33431 AII~NIION OF: JEFFEREY A, ROBERTS (Phon.)561-997-8661 . 5 hereby agree thai SeUer shall sell and Buyer shaU buy the following described real property and personal property (collectiyely .Property") pursuant to the terms and conditions 01 this Contract 6 lor Sale and Purchase and any rider. and addenda ("Contracr): 71. DESCRIPTION: ., (.)l'g;lld~sF'iptlQ'l..PltlJ~R'l!'IP[q~.rtylQ<;at.dln PALM BEACH Co~nrt,FIorl~ ROUSSEAUS SUB, N. 158.26 OF LT. 7 LYu. W. U~ ~INU CLN IN DB 984p~40 PARCEL I D 01\434534010000072 10 >1, .., 13 (b) SI,..t addr..., city. zip. 01 th. Property Is: 7?ln I'EnERdl IlVY BOYNf~Hb' l~h~S-i1pb~ (c)PeraonalProperty: NONE - PROPERTY 8EING SOLD AS IF VA T A - V I EO TO BUILDINGS AND/OR IMPROVEMENTS IF ANY ANY " *1511. PURCHASE PRICE: ........................................................................................................;................................................................................................... $ .:: ~~Y;'= held" .scrowb~8e~ORflT6~~S~I:: B434 GLADES ROAD, ~~E~~~ the amounl 01.................................... '18 (b) AddIllonalascrow deposit to be made to Escrow Agent within jQ.... days elter ElteclJve Dele (see Paragraph III) In th. emoont 01....,....................,..., '19 (c) Subject to AND assumpllon of existing mortgage in good standing In favor of 2Q having an approximate plesent principal balance of ..................,...,.............. $ -0- '21 (d) New mortgage financing with a lender (lee Paragraph IV) In the amounl of ................."'.................... $ - 0 "22 (e) Purchase money mortgage and nole 10 Seller (see rider lor terms) In the amount of .......,,,....,.................,,...... $ 0 :: ~:):I~ 10 close by U.S. cash or lOCAU.Y DRAWN cashier's or orflclaJ bank check's). subject to adJuslments or prorations :::::::::::::::::::::::::::::::::::::::: : + L 25111. TIME FOR ACCEPTANCE OF OFFER; EFFecnvE OATEj FACSIMILE: If this olter Is not executed by and deliyered to all parties OR FACT OF EXECUTION communlcatecl in wriUng '26 between lhe parUea on or before o r:TOR 1= R I.J 199~ ,the deposlt(s) will. al Buyer's option. be returned and this offer withdrawn. For purposes 01 delivery or notice 01 27 execution. parties Include Buyer and Seller or each of the respac lye brokers or atlorneys. The date of Contract ("Effective Oale-) will be the date when the last one ot the Buyer and Seller 28 has signed this offer. A facsimile copy 01 this Contract and any sIgnatures hereon shall be considered for all purposes as an original. "IV. FINANCING: '30 ~ (a) this Is a cash transacllon with no conllngenclealor financing; -, '31 0 (b) this Conlract Is condilloned on Buyer oblalnlng a wrltlen loan conmItment within _ days aller EHecllye Dale lor (CHECK ONLY ONE): 0 a fixed; 0 an adjustable; or 0 e '32 fixed or adjustable rale klan In the principal amount of $' . ',.,/ \' ,.':" <\'I.o;{ "!J.,l./I."":aI81lInltlaf Interest rate notla exceed _%0. dlacount and orlglnaUon fees not to exceed _% of "33 peinclpal amount, and for a term 01 ~ years. Buyer wW make appDcalion within, .,,,"'..dayI (5 day_lflett blank) after Effective Dale and use reasonable diligence to obtain a Joan 304 CQIMlltment and. thareafter, to aaUaly terms and conditions 01 the oonvnttment and cIoae the k)an. Buyer shall pay all loan expenses. If Buyer fails to obtain a commitment or lails to waive 35 Buyer's rights under thIs subpwagraph within the tIme for obtaining a.commltment or, after diligent effort. falls to meet the terms and conditions 01 the commilment by the closing date, JoS Ihen eldler party lhereafter, by wrlnen notice to the other, may canceJ this Contract and Buyer ahall be refunded the deposlt(s); or ~37 0 (c) The exIsUng mortgage, dascrlbed In Paragraph Ii(c) above, has: 0 a variable Interest rate; orO a fixed Interest rate of _% per annum. At lime of tllle transfer, some Ilxed ~38 Interest rales are subject to Increase; If Increased. the rate shall not exceed _ % per annumrSeller shall furnish 8 statementlrom each mortgagee stating the peinelpal balance. 39 method of payment, interest rate and status of mortgage or authorize Buyer or Closing Agent to obtain the same. II Buyer has agreed to assume a mortgage which requires approval 40 of Buyer by the mortgagee lor assumption, then Buyer shall promptly obtain the necessary application and diligently complele and relurn 1110 the mortgagee. Any mortgagee chargs(s), ~41 not 10 exceed $ (1 % of amount assumed It left blank), shall be paid by Buyer. II Buyer Is nol accepted by mortgagee or the requirements lot assumption are 42 nolln accordance with the terms 01 this Conlract or mortgagee makea a charge In excess of the stated amount. Seller or Buyer may rescind this Contracl by wrillen notice 10 the other 43 party unless either elects to pay the Increase In Interesl rate or excess mortgage charges. "'"if t;;'lh..':' , -44 V. TITLE EVIDENCE: Atleasl ~ days belore closing dale, (CHECK ONLY ONE): ~ SeUer shall, at seliefj ~nse, deliver to Buyer or Buyer's attorney; or 0 Buyer shall at Buyer's '45 expenss obtain (CHECK ONLY ONE): 0 abstract of lille; or Q tlUe tOsurance commitment (with legible ~~IPUl ~~rumen~ listed as exceptions anached therelo) ancl. aller closing, an <46 owner's policy oftllle Insurance. ,~.~.(:~.;~.~. ,. . ".',. , 141 VI. CLOSING DATE: this transaction shall be closed and the closing documents deUvered on JUNE: '1: 2000 unless modilied by olher provisions 01 this Conlrect. , 48 VII. RESmlCnONSi EASEMENTS; UMITATIONS: Buyer shall laka Ude subject to: comprehensive land use plana. zoning, restrlcUons, prohibitions and other requirements Imposed by 49 goverMlental authority; restrictions and matters appewlng on the plat or otherwise common to the subdhAalon; outstanding oUt gu and mineral rIghts 01 record without right 01 enlry; public SO utility easements of record (easements are to be located conllguous to real property lines and not more than 10 feet In width as to the rear or fronllines and 7 112 leetln width as 10 the s/de 511;nes, unlea. otherwise slated herein); taxes for year 01 closing and subsequent yews; assumed mortgil;~es 'lJd Q\LrchasllTlQlley' mortgages, II any (il additional Items. sse addendum); r52proYided. that there exists al closing no ylolation of the foregoing and none prevent use 01 the Property lor \ .E!!~..!.I N!,! ~~ I NG purpose(s). 53 VIII. OCCUPANCY: Seller warrants that there are no parties In occupancy oLtler than Seller; but If Property Is Intended to be rented or occupIed beyond closing, the lact and terms thereol 54 and the 10nant(l) or occupanls ..hall be dtsclosed purauanllo Standard F. Seller shall del/yer occupancy 0' Property to Buyer at time of closing unless olherwise staled herein. If occupancy 55 Is 10 be deliyared belore closing, Buyer assumes all risks or 10$8 to Property trom date of occupancy, shall be responsible and Uable for malnlenance from that date, and shall be deemed to 56 have accepted Property In lis existing condition as of Ume 01 taking occupancy unless otherwise stated herein. . 57 IX. TYPEWRITTEN OR HANDWRITTEN PROVtSIONS: 'TYpewritten or handwrlllen provisions. rldem and addenda shall control aU printed provisIons' 01 this Contract In conlllcl with them. 58 X. RIDERS: (CHECK those riders which are applicable AND are attached to this Contract): " 0 COMPREHENSIVE RIOER 0 HOMEOWNERS' ASSN. '" 0 CONOOMINIUM . (JI'AS IS' 51 0 VA/FHA . 0 LEAD-BASED PAINT " .. 62 XI. ASSIGNABIUTY: (CHECK ONLY ONE): Buyer 0 may assign and thereby be released from any lurther JlabUlty under thIs Contract; j;l may assign but not be relaased Irom liability 53 under this Contract; or 0 may not assign thla Contract. 54 XII. DISCLOSURES: 55 (a) Radon Is e ne\unilly occurMg I1ldioac1Ive gas lhet \Io11en eccumuleled In e buDdIng n sufficlent quen_ may present health risks to persons \00110 ara exposed 10 ft CN8f lime. Lewis of .-. 66 that exceed tederlll llI1d 81818 guidelI'l8s heve been l:>urd n bulIdIngs n Florida. Addlllonel ntxm8lloo ~ Radon ()( Radon tesling may be __ _ County Public HeeJ1h ""'- 67 (b) Buyer acknowledges receipt of the Florida Building Energy-Efficiency RaUng System Brochure. 68 (c) lithe real property includes ple-1978 r8lldent1al housing then a lead-baled paint rider Is mandatory. 69 (d) If Seller Is . "Iorelgn person- as delll1ec1 by the foreign Investment In Real Property Tax Act. the parties shall comply with that Act. 70 (e) It Buyer wUl be obligated to be a member of a homeowners' aasoclaUon. BUYER SHOULD NOT EXECUTE THIS CONTRACT UNTIL BUYER HAS RECEIVED AND READ THE 11 HOMEOWNERS' ASSOCIATION DISCLOSURE. n XIII. MAX~UM REPAI COSTS: Seller shall not be responsible lor payments In excess or: 73 (a) S lor lleatmenl and repair under Standard 0 (it blank. then 2% of the Purchase Price), 14 (b) S fat repalr and replacement under Standard N (If b1ank,then 3% of the Purdlase Price). '~XJv. SPECIAL CLAUSES; ADDENDA: If addllIor.c.l tarmlJ lUG to be pro'o'ldsd. attach addendum and CHECK HER~.xX /6 XV. STANDARDS FOR REAL ESTATE TRANSACnONS: Stanqwds A Uvough W on the reverse side or attached are Incorporated as a part 01 this Contract. 1 :=-= ;" . 0 COASTAl CONSTRUCTION CONTROL UNE ""'~ltjJ~\1l:fW, LAND RI DER , ~ 18 ., . " THIS IS INTENOED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOO, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. THIS FORM BEEN APPROVEO BY THE FLORIOA ASSOCIATION OF REALTORS ANO THE FLORIDA BAR. tllat 01 the I.rms and condirJons In rhJs CentlBcr shOUkJ bs accspttKi by th, partJas In a parUcuJar transaction. Terms and condiUons should b6 nBfJO , based upon tM res tivelnr rssts. obJBCtIves and barpalning po$ltJons of aU IntBfBSltKi pslSOOS. o HT19986YTHE LORI BARANOTH FLORIDA ASSOCIATION OF REALTORS (J ~. w. ~f. tU.I'199 TEE ele) , . . J, JlA:IUlIIOLFOItTH INC. WLTOIl NATIONS IIANX BUILDING SOOal Security 6D*OOIAN RT.VD OCIWlIUDGI, FLA. ~36-7031 . Deposit Ul1der Paregraph II (e) received; IF OTHER THAN CASH. THEN SUBJECT TO ClEARANCE. \1001'441 t4Jt "BROKER'S FEE: The brokere nemod below, including IIsllng end ~retlng ~kere, are the only brokere entitled to competIS8tlon In connection with this Conl'~cl~ CLASSIC REALTY/ALAN MILLER \~ELLER) J. 8AILEY WOLFORTH INC" SINGLe Name: CoopeteUng8rolcere,lhqv NATIONAL REALTY GROUP (BUYER) UaUngBrolcet REPRESEllTlII& SELLER '"......._ n~..',~" ~,...,... ".,..,........ ,..~., nr" ('\nT.'........... 1"'.......... -r. ,......., .......,"'. .................,.....,^., r'\'" .......,..."'................ TO ,...,.. .........,..... ....... (Buyer) (Dale) (Seller) (Del8) :7$ocIa1 Security or Tax 1.0. # (Escrow Agent) AGENT .. LV v<' dill aloNU..alV ..~IlUp..,~ V, ..,,, .........."....".... ""',-''''loI ,,,,... ""' ..." .--. ,. -, . -, . 56 atvlll commence with the eariles' publlcreooma, or such I",!Mdale.8 may be customary In the county. Upon closing Ollhls Conlract,lhe ab8lr8ct Shall 0tMJ1I1111118 prol-'t" 't VI Ul..lrU1. I>UVI' 96 to the,tlght of retenllon thereof by firsl mortgagee" 181d. (2) A '1110 InSllrRnCO commitment ISlued Dy a Aor" -. -~"Jn.ed Ull. !neurer agreeIng lols~--.quyer, upon recording 011 &7 deed to Buyer, an owner's policy of tItle lnsuran, .mount of the purchase price. Insuring Buyer's ,.titlE!. ~Q. 11 property, subject only 10 ' :umbrances, exceptlons 98 quallflcallons provided In this COntract and those 10 lo" alacharged by SeU.r 81 or before closing. Seller. shall COrM.. n, ..rketable tll18 subject only 10 "' .Incumbrances, exceptions 99 quallflcalfons provided In thl, Conlract. Marketable title shall be determIned aocordlng to applicable Tille Standards adbpted by'authorlty 01 The Florida Bar and In accordance with I 100 Buyer shall have 5 days from date of receiving evidence of title to examine It. II IlIle Is found delectlve, Buyer shall withIn .ald 5 days nollly Seller In writing specllylng the delect{s).1l delec 101 render IUle unmarketable, Seller wlU have 30 days from receipt of notice to remove the defects, failing whld,. Buyer shall, within nve (5) days alter expiration 01 the thirty (30) day peri 102 dellverwrttten notice to Seller either: (t) extending the time for a reasonable pertod nollo exceed 120 days within which Seller shall us. dUlgent effort to remove the delects; or (2) raquesl 103 8 refund of deposll(s) paId which shall be Immedlalely returned to Buyer. If Buyer falls to so notify Seller, Buyor shall be deemed to have accepted the title as It then Is. Sener shall, III 104 Is found unmarketable, use dillgenl effort to correct delect(s} within the time provided therefor. II Seller Is unable to timely correct the defects, Buyer shall (lIther waive the dell'lcts. or reCf 105 a refund of deposlt(s), thereby releasing Buyer and Seller from alllurther obligations under this Conlract. If evidence of title Is detivered to Buyer less than 5 days prior to closing, Bu 106 may extend dosIng date so that Buyer shall have up to 5 days from date of receipt of evidence of title 10 examIne same In accordance wllh this Standard. 107 B. PURCHASE MONEY MORTGAGE; SECURrrY.AGREEMENTTO SEUER: A purchase money mortgage and mortgage note to Seller shall provide for a 3O-day grace period in the ever 108 defaun If a Ilrsl mortgage and 8 15-<fay grace period II a seCond or lesser mortgage; shall provlcle for right of prepaymentln whole or In part without penatty; shall permit accelera~on In ever 109 lransfer of !he real property; shan require an prior liens and encumbrances to be kept In good slandlng and Iorbld modifications of or Mure adVances under prior mortgage(s): shall require B\ 110 to maintain poIIdes of Insurance contaln]ng a standard mortgagee clause cowrlng a]1 imprCJY9menlS located on the real property against flre and all perils Included within !he term "exten- 111 coverage endorsements- and such other riska and perfls as Seller may f8asonably require, In an amount equal to theIr highest Insurable value; and Ihe mortgage. note and securlty agreerr 112 shaD be otherwtse In form and content required by Sener, but Seller may only require dausos and COYElrage customartly found In mortgages, mortgage notes and security agreements gener 113 utilized by savings and loan institutions 01 slate or national banks located In the county wherein the real property l- ~tad. All pt'lfSOl'Ull property and leases being conveyed or assigned wll 11" Seller's option, be SubJect to the lien of a MCUrtty egreement evldenoed by recorded flnanclng statements. If 8 balloon mortgage, the flnal payment wtll exceed the periodic payments thereon 115 C. SURVEY: Buyer, at Buyer'. expenae, wllhln time allowed to deliver evkIence of tllle and .10 examine same, may have the real property surveyed and certified by a regIstered Flor 116 surveyor. If the survey discloses encroachments on the real property or that Improvement. located thereon encroach on setback lines, easements, lands of others or violate any reslrlclic 117 Contract covenants or applicable governmental regulatIon, the same shall constitute a tll1e defect. 118 D. TERMITEStNOOO DESTROYING ORGANISMS: Buyer, at Buyer's expense, wtthln the lime allowed to deliver evldence of litle, may have the Property Inspected by a Florida Cerlified F 119 Conlrol Openttor ("Operalor1IO delermlne II there Is atrf visible active lermlte Infestation or visible damage from termite infestation, excluding fences. II 8~her or both are lound, Buyer shall h 120 4 days from dale of writlen notlce thereof within which tl) have cost of treatment, If required, estimated ~ the Operator and all damage Inspected and estimated by a licensed builder or gen. 12t conlrac.1or. Seller shan pay valid costs of trealrnent and repaIr of an damage up to lhe amount pr<Mded In Paragraph XIII(a). II estimated costs exceed Ihat amount, Buyer shall have the op~Q1 122 canceRng this Contract withIn 5 days after receIpt of contractor's repair es1lmale by gMng written notice to Seller or Buyer may elect to proceed with the transaction and receive a credil al clo! t23 on the amount provided In Paragraph XIII(a). ....ermlles. shall be deemed 10 Include an wood destll1f\ng organisms requir&1lo be reported under the Florida Pest Control Act. as amended 124 E.INGRESS AND EGRESS: Seller warrants and represents that there Is Ingress and egress to the real property sufficient for ils Intended use as described In Paragraph VII hereo!. tith 125 which Is In accordance with Standard A. 126 F. LEASES: Seller shan, not less then 15 days belore dosing, furnish to Buyer copies of all wrlt1en leesos and estoppellellers from each tenent specIfying the nalure and duration 01 the tena 127 oocvpancy. renlal rates, edvanced renl and security deposits paid by tenant If Seller Is unable to obtain such lener from each lenanl, the same Informalion shall be fumlshed by Sener 10 Bl 128 whhln thai tlme period In the bm of a $eIler'saffldavlt. and Buyer may thereafter contact tenant 10 oonnrm such Information. Selier shall, at closing, deliver and assign all or1ginalleases 10 Bu 129 G. UENS: Sellet shall furnish to Buyer at time 01 closing an affidavit attestIng to the absence, unless otherwise provided for herein, of any linanclng statement, claims 01 lien or poter 130 lIenorl known fo Seller and further anestlng that there have been no Improvements or repairs to the real property for 90 days Immediately preceding date of closing. If the real property 131 been Improved or repelrad wllhln that time, Selier shell deliver releases or waivers of constructIon liens executed by all general contractors. subconlractors. suppliers and materialme, 132 addition 10 Seller's lien affidavit lelllng forth the names 01 all such general contractors, subconlractors. suppliers and materialmen, further affirming that all charges lor improvement: 133 repairs which oould serve as a basis for a construction lien or a claim for damages have been paid or will be paid at the closing of Ih]s Contract. 134 H. PLACE OF CLOSING: Closing shall be held In Ihe county wherein the rea] property Is located at the office or the allorney or other closing agent ("Closing Agent") designated by Sa 135 I. TIME: In computing time periods 01 less lhan six (6) days, Saturdays, Sundays and state or nallonallegal holidays s~all be axcluded. Any time periods provlded for herein which S 136 end on a Salurday, Sunday, or a legal holiday shall extend to 5:00 p.m. of Ihe next busIness day. TIme 1. 01 the esaance In this Contract 137 J. CLOSINQ DOCUMENTS: Seller shall furnish the deed, bill of sale, conslructlon Uen affidavlt, owner's possession affldavlt, esslgnmenls of leases, tenant and mortgagee eSloppeller 1311 and corrective Instruments. Buyer shell furnish closing slatement, mortgage, mortgage note, securtty agreement and flnanclng statemenls. 139 K. EXPENSES: Documenlary slamps on Ihe deed and recordIng of correcllwlnslruments shall be paid by Seller. Documentary stamps and Intangible lax on Ihe purchase money mong 140 and any mortgage assumed, mortgagee tllle Insurance commitment with related fees, and recording of purchase money mortgage to Seller, deed and flnanclng slatements shall be , 141 by Buyer. Unless otherwise provided by law or rider to thIs Contracl, charges lor the Iollowlng related title services, namely tllle or abstract charge, 'title examlnallon, and selllemenl 142 closing fee, shall be paid by the party responsible for furnlsh]ng the title evidence ]n accordance with Paragraph V. 143 L PRORATIONS; CREDtTS: Taxes, assessments, rent, Interest. Insurance and other expenses of the Property shall be proraled Ihrough Ihe day before closIng. Buyer shall have the op 1<< of takklg over existing policies of Insurance, If essumable, in which event premIums shell be prorated. Cash at closing shall be Increased or decreased as may be required by proration 145 be made through day prior to closing, or occopancy, II occupancy oocurs before closIng. Advance rent and security de;>oslts will be credited to Buyer. Escrow deposits held by morlga 146 will be 'Credited to Seller. Taxes shall be prorated based on the current year's tax with due al1owaOO8 made for maximum allowable dIscount. homestead snd olher exempllons.lf clC! 147 occurs at a date when the current year's millage Is not flxed end current year's assessment Is available, laxes wtll be prorated based upon such assessment and prior year's mlllag 148 current year's assessmenlls not available, then laxes wtll be prorated on prior year's lax. II thera are completed Improvements on the real property by January 1st 01 year 01 closing, wI 149 Improvemenls were not ]n existence on January 1st 01 prior year, then taxes shell be prorated based upon prior year's mJllage and al an equllable assessment 10 be agreed upon betw 150 the panles; lelllng which, request shall be made to :h8 County Property Appraiser for an Informal assessmenl takIng Into account awllable exempllons. A t8l( prorallon based on an eslirr 151 shall. al requesl 01 ellher party, be readjusted upon recelpl of lax bill on condition that a stalemenl to thet effect Is signed at closing. 152 M. SPECIAL ASSESSMENT LIENS: Certified, confirmed and ralmed special assessmenlllens as of dale of dosing (not as of Etlective Date) are 10 be paid by SeUer. Pending liens a 1S3 date 01 closing shall be assumed by Buyer. lithe Improvemenl has been substanllally compteled as 01 Erfecllve Date, any pending lien shall be considered certlried, confirmed or raIl 1504 and Seller shall, at closing, be charged an amount aqualto tha last esllmate or assessment lor Ihe Improvemenl by the public body. 155 N. INSPECTION. REPAIR AND MAINTENANCE: Seller welT1\f1ts that the ceiling, rool (includIng the fascle and $Offrts) and exteriot and Inlerior walls, foundation, seawalls (or eqUivalent) 156 dockage do not have alT'( VIsible Evidence of leaks, weier damage or structural damage and that !he septic lank, pool, all appliances, mechanical Items, heating, cooling, elec.1r1cal, plum! 157 systems and machlnory are In Working Condition. The b'egolng wan&nty shall be limned to the Items specllled unless otherwise proYIded In an addendum. Buyer may, at Buyer's expense, ~ 158 Inspectk>ns made of lhose Items wtIhln 20 days aner the EtlectIve Date, ~ a nrm or Individual specializing In home Inspections and holding an occupational license lor such purpose (II requi 159 or by an appropriately licensed Florida contractor, and Buyer shall, pliO( to Buyer's occupancy but not more than 20 days aner EflectIw Date, report In wrlt1O{) 10 Seller such lIems thai do nol n 160 the above standards as to detects. Unless Buyer llmety reports such delects, Buyer shall be deemed to have waived Seller's warranlles as to delects not reported. If repairs or replacements lfi1 required to oompty with Ihls Standard, SeDer shall cause Ihem to be made and shall pay up 10 the amount provided In Paragraph XIII(b). SeDer Is not required 10 make repairs or replacemenr 162 a Cosmetic Condition untess caused by a defect Seller is responsible to repelr or replace. II the cost tor such repair or repla.cement exceeds the amount provided In Paragraph XlII(b). BU}'l' 163 Sener may elect 10 pay such excess, falling whlctl either party may cancel thIs Contract. If Sanerla unable 10 oorrectthe defects prior 10 closing, the costthereol shaK be paid into escrow at c10~ 164 Seller shan, upon reasonable notice, provide utllltles.servlce and a0C8SS to !he Property lor Inspectloils, including a walk-thrtlUgh prior to closIng, 10 connrm that all ~ems 01 personal property 165 on the real property and, subject to lhe loregolng, that all required repairs and replacements have been made and that the Property, Including, but notllmlled to, lawn, shrubbery and pool, if 1611 has been melntained In the oondltlon existing as of Effec1Iv8 Date, ordinary wear and tear excepted. For purposes 01 this Conlrad: (a) W0I1dng Condlllon~ means operating In the manner In w' 167 the Item was designed 10 operate; (b) "Cosmetic Concllllon~ means aesthetic Imperlecllons that do not affect the working condIlIon of the lIem, Including, but nOllimlted 10: pitied marcite: mis 168 or tom screens; logged windows; lears, worn spots, or discoloration of floor c::c:Nerings, wallpaper, or window treatments; nail holos, scralches, dents, scrapes, chips or caulking in ceilings. w t69 noomg, fixtures, or mirrors; and minor cracks In l\oOrs, liles, windOWS, drtveways, sidewalks, or pool decks; and (c) cracked roof Illes, curling or worn shingles, at limited rool Iile shall no 170 considered defects Seller must repair or replace, so long as there is no evidence of ectuelleaks or leakage or structural damag(), but missing tiles will be Seller's responsibility to replace or fel 171 O. RISK OF LOSS: If the Property Is damaged by fire or other casualty before closing and cost 01 restoration does not exceed 3% 01 the assessed valuation of the Property so dama! In cost of resloratlon shall be en obllgallon 01 Seller and closing shall proceed pursuant to the terms of this Contract wllh reslorallon costs escrowed 81 dosing. If Ihe cost 01 resloratlon exce 173 3% of the assessed valuallon 01 the Property '" damaged, Buyer shell have the option of either taking Ihe Property aa is, together with either the 3% or any Insurance proceeds pay; 174 by vlrtue 01 such loss or damage, or of canceling this Conlractend r8CeMng return of the deposlt(s). 175 P. PROCEEDS OF SALE; CLOSING PROCEDURE: The deed shall be recorded upon clearance of funds. II an abstract of title has been lurnlshed, evidence al title shall be continue 176 Buyer's expense to show tllle In Buyer. without any encumbrances or change which would render Seller's tllle unmarketable from the dale 01 the last evidence. All closing proceeds shal 177 held In escrow by Seller's attorney or other mutually acceptable escrow agent for a period of not more than 5 days after dosing date. II Seller's title Is rendered unmarketable, througt 118 laull of Buyer, Buyer shall, within the 5-day period,.notlfy Seller In wril]ng of the defect and Seller shall have 30 days lrom date of recelpl 01 such noUfication to cure Ihe delecl. If Seller 179 10 lImely cure the defect, all deposll(s) and closing funds shalt, upon wrillen demand by Buyer and wllhln 5 days aller demand, be relurned 10 Buyer and, simultaneously with ~ 180 repayment, Buyer shall retum the personal property, vacale lhe real property and reconvey the Property to Seller by special warranty deed and bill of sale. If Buyer lalls to make lir 181 demand for relund, Buyer shell take tllle as is, waiving all rights agaInst Seller as to any Intervening delect except as may be available 10 Buyer by virtue 01 warranties contained In t~ d 162 or bill of sale. II. por1lon 01 the purchase prlee I. to be derIved from Inslltutional financIng at refinancing, requlremenlS 01 the lending Instllullon as to place, time 01 day and procedure: 183 closIng. and lor disbursement of mortgage proceeds shall control over contrary provision ]n this Contract. Seller shall have the right 10 require [rom the lending inslltution a wri 1&4 commitment thalli will not withhold disbursement of mortgage proceeds as a resull of any title defect allributable to Buyer-mortgagor, The escrow and dosing procedure required by 185 Standard shail be waived If the IltIe agent Insures adverse matlers pursuant to Section 627.7841, F.S., as emended. 186 a. ESCROW: Any escrow agent (.Agenr) receiving funds Or equivalent is authortzed and agrees by acceptance of them 10 deposll them prompUy, hold same In escrow and, subje< 187 clearance, disburse them In accordance with terms and condlllons of this Contract. Failure of funds 10 clear shall not excuse Buyer's performance, II In doubt as to Agent's duties or Ilabll 1M under the provtslons of this Contract, Agent may, at Agenrs opllon, conllnue to hold the subject metter of the escrow unlllthe parties hereto agree to lis disbursemenl or unlll a Judgen 189 of a court of compelent Jurisdiction shell delermlne Ihe r1ghla of the parties, Ot Agent may deposit .ame wllh the clerk 01 the cIrcuit coun having jurisdIctIon of Ihe dispute. Upon nolil 190 all parties concerned of such action, alllleblUty on the part of Agent $hlllllully terminate, except to the extent of accounllng for alT'( Items prsvlously delivered out of escrow. If a Ilcer 191 real estate broker, Agent will comply with provisions of Chapler 475. ES., as amended. Arr'/ suit between Buyer and Seller wherein Agent Is made a party because 01 actIng as A! 192 hereunder, Ot In any suit wherein Agent Interpleads the subject matler of the escrow, Agent shall recover reasonable anorney's fees and costs Incurred with these amounts to be paid I 193 and out of the escrowed lunds or equivalent and charged and awarded as court cosls In IaVOt of the prevallJng party. The Agent shall nol be liable 10 any party or person for mlscfetlvel 194 Buyer or Seller 01 llams subject 10 the escrow, unless such misdelivery Is due to willful breach of the provlslons 01 this Contract or gross negligence of Agent. 195 R. ATTORNEY'S FEES; COSTS: In any Illlgallon, IncludIng breach, enforcement or Interpretallon, arising out of Ihls Contrect, the prevailing party In such IIllgallon. which, lor purposl! t96 (hIS Slandard, shall Include Seller, Buyer and any brokers actIng In agency or nonagency relationships a orized by cr.aPler 475~S., as amended, shall be entitled to rocover Irom 197 non-prevaUlng party reasonable allomay'slees, costs and expenses. '1/ LlS 'i'l LV 198 S. FAILURE OF PERFORMANCE: II Buyer lalls 10 perform thIs Contrlct wlth]n the time specified, Iud ng payment 0 af! depasl, 6lposlt(s) paid by Buyer and dp.posil(s) agree 199 be paid, may be recovered and relalned by and for the account of Seller as agreed upon Ilqulda damages, conslderallon for the execution of lhls Contract and In lull settlement 01 200 claims; whereupon, Buyer and Seller shall be relieved of all obflgallons under this Cenlrad , . 201 11 for any reason other than lallure of Selle~ to make Seller's title marketable after diltgent effort, Seller fa118, neglects or refuses to perform this Contract, Buyer may seek specific perlorma 202 or elect to receive the return of Buyer'. depoalt(s) wflhout thereby waMng alT'( action tor damages resutllng from Seller'8 breach. 2IXl T. CONTRACT NOT RECORDABLE; PERSONS BOUNOi NonCE: Neither this Contract nor 8frJ notice of II shall be recorded In any public records. This Contract shall bind and Inur 2004 tha benefit of the parties end their luooelSOfS ." Int~rest. Whenever the conlext p8nnns, sIngular shall Include plural and one gender shall Include all. Notice given by or to the allOrne) 205 any party shall be as effective as If gtwn by or to fhat party. . .. '. . 206 U. CONVEYANCE: Sell81 snail convey title 10 Ihe real property ~statutory warranty, truslee's, petsOnal represenlatlw's or guardian's deed, as approprlate 10 the stalus of Seiter, sut: 207 only to matters conlalned In Paragraph VII and those otherwtse accepted ~ Buyer. Personal property shall, at the requesl of Buyer. be transferred by an absolute bill 01 sale with warn 201 01 title, subject only to such mallbrs a. may be ot~rwlse provided II?{ h.re~. m V. OTHER AGREEMENTS: No prior or pr9senl agreements Or representations shall be binding upon Buyer or Seller unless Included In lhls Contract. No modlflc8tlon to or change In 210 ConlTlGt shan be valid or binding upon the partie. unle.. In wrll!ng and executed by the party or partie. Intended to be bound by n. 211 W. WARRANTY: Seller warranls that there are nO facta known to Seller materially affecting the value of the Property which are not readily observable ~ Buyer or which have not b 21Hl1_~. ~JY . . .,,, Buyp,r l.Sl.l:::-J ( I arid Seller ' t" . I / ) ackr10Wtedge receipt of a copy of thIs page. FARI8AR.S' Rev. 8/98 COPYRIGHT 199 THE FLORIDA BAR AND THE FLORIDA ASSOCIATION OF REALTORSlI -...::::J RESIDENTIAL VACANT LAND RIDER The parties acknowledge that the details of the intended use of the property, and the improvements to be constructed thereon, are best known to the Buyer. Accordingly, neither the Seller nor the Broker make any representations or warranties whatsoever (except for the general use designation in paragraph VII and the warranty in Standard W) that the Buyer may use the property for a specific purpose or may construct any specific improvements on the property. The Buyer shall be solely responsible for determining that the property can be used for Buyers specific needs. Buyer shall have ~ I NETY days (14 days if this blank is not filled in) from the Effective Date hereof to make those determinations, INCLUDING BUT NOT LIMITED TO BUILDING. ZONING. CONCURRENCY. UTILITIES. WETLANDS PROTEC- TION. HAZARDOUS SUBSTANCES AND SOIL CONDITION, Buyer shall have the right of access to the property to conduct such inspections or tests as Buyer deems necessary to make said determina- tions and Buyer shall indemnify and hold harmless Seller from any and all damages resulting therefrom. If Buyer has not notified Seller in writing within said time, then it shall be conclusively presumed that the property is acceptable. In the event the Buyer finds the property unusable for Buyers intended use and notifies Seller in writing within said time period then the.contract shall terminate and Buyer shall be refunded all deposits. All notifications I;!ereunder shall be deemed made when sent by certified mail, return receipt requested, Dated:.xitt, oJ/.., / '1 qq Yh. JJ. Seller Buyer , FORM PREPARED BY THE PALM BEACH COUNlY REALTOR/ATTORNEY JOINT COMMITTEE This Addendum is mean' CO be 0 Rider '0 P.A.R./B.A.R. 002-90(0) Rev. (1/91) J. BAILEYWOLFORTH INC. REALTOR NATIONS IlANJ( BUILDING 5114 OCEAN BLVD 0800CEAN IUDGE, FIA 33435.7031 ( )-448.9489