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APPLICATION ... .....- PROJECT NAME: High".rddge New Urbap Communites ~ LOCATION: NW corner of High Ridge Rd & Miner Road PCN: 00-43-45-08-00-00\1-5011 & 00-43-45-08-00-007-0010 I FILE NO.: LUAR 05-002 II TYPE OF APPLICATION: I I AGENT/CONTACT PERSON: OWNER: Paramount Investment Group Timothy Hernandez & Roger Decapito ADDRESS: 1401 Forsythe Rd ADDRESS: 306 NE 6th Avenue West Palm Beach, FI 33405 Delray Beach, FL 33483 FAX: FAX: 272-3951 PHONE: - PHONE: 279-8706 ext 201 Date of submittal/Projected meetin2 dates: SUBMITTAL / RESUBMITT AL 10/1/04 1 ST REVIEW COMMENTS DUE: PUBLIC NOTICE: ...\.. """ 11"Q.H.U , -.. .- l;z.jlJ I~~ . ... --r.. "l,e~"'I:.1.1 0/0.-4 -&..12/28[04 TRC MEETING: LAND DEVELOPMENT SIGNS POSTED Affidavit, Signs, Photos to Clerk (SITE PLANS): tzUMM. PLANNING & DEVELOPMENT BOARD 12128/84 MEETING: ,... ,^"..: oJ ~ . I }lO( 0.) ~, COMMUNITY REDEVELOPMENT AGENCY BOARD CITY COMMISSION MEETING: ~ Public Hearing 1]1'3 1 0 S DCA transmittal COMMENTS: S:\Planning\SHARED\WP\PROJECTS\High Ridge- New Urban Communities\LUAR 05-002\2004 PROJECT TRACKING INFO. doc APPLICATION ACCET ABLE DATE: RECEIVED BY STAFF MEMBER: FEE PAID: RECEIPT NUMBER: HAS APPLICANT ATTENDED A PRE-APPLICATION MEETING? DATE: PLANNING & DEVELOPMENT BOARD o~ CITY OF BOYNTON BEACH, FLORIDA LAND USE AMENDMENT AND/OR REZONING APPLICATION This application must be filled out completely and accurately and submitted, together with the materials listed in Section II below, in two (2) copies to the Planning Division. Incomplete I ' 1. Project Name: High Ridge 2. Type of Application (check one) X a. Land Use Amendment and Rezoning b. Land Use Amendment Only c. Rezoning only 3. Date this application is accepted (to be filled out by Planning Division) 4. Applicants Name (person or Business entity in whose name this application is made) New Urban Communities and Roger Decapito (co-applicant) Address: 398 NE 6th Avenue Delray Beach, Florida 33483 (Zip Code) Phone: 561-279-8706 FAX: 561-272-3951 5. Agent's Name (person, if any, representing applicant Timothy L. Hernandez and Roger Decapito (co-applicant) Address: 398 NE 6th Avenue Delray Beach, FL 33483 (Zip Code) Phone: 561-279-8706 ext 201 FAX: 561-272-3951 1 6. Property Owner's (or Trustee's) Name: Paramount Investment Group Address: 1401 Forsythe Road West Palm Beach, FL 33405 (Zip Code) Phone: FAX: 7. Correspondence Address (if different than applicant or agent)* *This is the only address to which all agendas, letters, and other materials will be mailed 8. What is the applicant's interest in the subject parcel: (Owner, Buyer, Lessee, Builder, Developer, Contract Purchaser, etc.) Contract Purchaser 9. Street Address or Location of Subject Parcel: Northwest corner of High Ridge Road And Miner Road PCN (s) 00-43-45-08-00-000-5011 and 00-43-45-08-00-007-0010 10. Legal Description of Subject Parcel (please also provide on disk in "Word" format): See attached 11. Area of Subject Parcel (to nearest hundredth (1/100) of an acre: +/-13.948 12. Current Land Use Category: Medium Density Residential 13: Proposed Land Use Category: High Density Residential 14. Current Zoning District: RS - Palm Beach County 15. Proposed Zoning District: PUD - Boynton Beach 16 Intended use of subject parcel: Residential. Town Homes and Single Family Homes 17. Developer or builder: New Urban Communities 2 18. Architect: Scott Disher & Associates 19. Landscape Architect: Cotleur-Hearing 20. Site Planner: Cotleur-Hearing 21. Civil Engineer: Miller,Legg & Associates 22. Traffic Engineer: Yvonne Ziel 23. Surveyor: Calvin, Giordano & Associates II. MATERIALS TO BE SUBMITTED WITH APPLICATION The following materials shall be submitted in two (2) copies, unless otherwise indicated: (please check) ~a. This application form. ~b. A copy of the last recorded warranty deed. ~ c. The following documents and letters of consent: _( 1) If the property is under joint or several ownership: a written consent to the application by all owners of record, L(2) If the applicant is a contract purchaser: a copy of the purchase contract and written consent of the owner and seller, and _(3) If the applicant is represented by an authorized agent: a copy of the agency agreement, or written consent of the applicant, and _(4) If the applicant is a lessee: a copy of the lease agreement, and the written consent of the owner, and L(5) If the applicant is a corporation or other business entity: the name of the officer or person responsible for the application, and written proof that said person has the delegated authority to represent the corporation or other business entity, or in lieu thereof, written proof that he is in fact an officer of the corporation. X d. A sealed boundary survey of the subject parcel by a surveyor registered in the State of Florida, dated not more than six (6) months prior to the date of submission of the application, at a scale prescribed by the Planning Division, and containing the following information: ~(1 ) An accurate legal description of the subject parcel. .Xj2) A computation of the total acreage of the subject parcel to the nearest hundredth (1/100) of an acre. y.. (3) A tree survey, which conforms to the requirements of the City of Boynton Beach Tree preservation Ordinance. (Also refer to Page 6, Sec. II h.( 12) of this application if 3 property is occupied by native vegetation.) This requirement may be waived by the Planning Director where found to be unrelated to the land use or zoning issues involved with the application. le. A complete certified list of all property owners, mailing addresses, and legal descriptions for all properties within at least four hundred (400) feet of the subject parcel as recorded in the latest official tax rolls in the county courthouse shall be furnished by the applicant, including a tax map showing placement of 400 feet boundary. Postage, and mailing labels or addressed envelopes must also be provided. Said list shall be accompanied by an affidavit stating that to the best of the applicant's knowledge said list is complete and accurate. Notification of surrounding property owners will be done by the City of Boynton Beach. X f. A copy of the Palm Beach County Property Appraiser's maps showing all of the properties referred to in paragraph e. above, and their relation to the subject parcel. _X_g. A statement by the applicant justifying the zoning requested, including reasons why the property is unsuitable for development under the existing zoning and more suitable for development under the proposed zoning. The statement should address the following criteria which the Planning and Zoning Division utilizes in evaluating land use amendment and rezoning applications: 1) Whether the proposed land use amendment/rezoning would be consistent with applicable comprehensive plan policies. The division shall also recommend limitations or requirements that would have to be imposed on subsequent development of the property in order to comply with policies contained in the comprehensive plan. 2) Whether the proposed land use amendment/rezoning would be contrary to the established land use pattern, or would create an isolated district unrelated to adjacent and nearby districts or would constitute a grant of special privilege to an individual property owner as contrasted with the protection of the public welfare. 3) Whether changed or changing conditions make the proposed land use amendment/rezoning desirable. 4) Whether the proposed land use amendment/rezoning would be compatible with utility systems, roadways and other public facilities. 5) Whether the proposed land use amendment/rezoning would be compatible with the current and future use of adjacent and nearby properties or would affect the property values of adjacent and nearby properties. 6) Whether the property is physically and economically developable under the existing land use designation/zoning. 7) Whether the proposed land use amendment/rezoning is of a scale that is reasonably related to the needs of the neighborhood and the city as a whole. 8) Whether there are adequate sites elsewhere in the city for the proposed use, in districts where such use is already allowed. lh. A comparison of the impacts that would be created by development under the proposed zoning, with the impacts that would be created by development under the proposed zoning, with the impacts that would be created by development under the existing zoning, which will include: X (1) A comparison of the potential square footage of number and type of dwelling units 4 under the eX'isting zoning with that which would be allowed under the proposed zoning or development. X (2) A statement of the uses that would be allowed in the proposed zoning or development, and any particular uses that would be excluded. ~(3) Proposed timing and phasing of the development. _(4) For proposed zoning of property to commercial or industrial districts, where the area of the subject parcel exceeds one (1) acre, projections for the number of employees. _X_(5) A comparison of traffic which would be generated under the proposed zoning or development, with the traffic that would be generated under the current zoning; also, an analysis of traffic movements at the intersections of driveways that would serve the property and surrounding roadways, and improvements that would be necessary to accommodate such traffic movements. For projects that generate more than five hundred (500) net trips per day, a traffic impact analysis must be submitted which complies with the Municipal Implementation Ordinance of the Palm Beach County Traffic Performance Standards Ordinance. (a) For projects that generate two thousand (2,000) or more net trips per day, the traffic impact analysis must be submitted to the City at least 30 days prior to the deadline for land use amendment and/or rezoning, in order to allow for timely processing of the application and review by the City's traffic consultant and Palm Beach County. The applicant shall be billed for the cost of review by the City's traffic consultant. (b) For projects that generate between five hundred (500) and two thousand (2,000) net trips per day, the traffic impact analysis must be submitted at the application deadline for land use amendment and/or rezoning, in order to allow for timely processing of the application and review by Palm Beach County. However, if it is the desire of the applicant to utilize the City's traffic consultant for review of the traffic impact analysis prior to review by Palm Beach County, then the procedure and requirements outlined under item "a" above shall be followed. NOTE: Failure to submit traffic impact analysis in the manner prescribed above may delay approval of the application. L(6) For parcels larger than one (1) acre, a comparison of the water demand for development under the proposed zoning or development with water demand under the existing zoning. Water demand shall be estimated using the standards adopted by the Palm Beach County Health Department for estimating such demand, unless a registered engineer justifies different standards. Commitment to the provision of improvements to the water system shall also be included, where existing facilities would be inadequate to serve development under the proposed zoning. L(7) For parcels larger than one (1) acre, a comparison of sewage flows that would be generated under the proposed zoning or development with that which would be generated under the existing zoning. Sewage flows shall be estimated using the standards adopted by the Palm Beach County Health Department for estimating such flows, unless a registered engineer justifies different standards. Commitment to the provision of improvements to the sewage collection system shall also be included, where the existing facilities would be inadequate to serve development under the proposed zoning. 5 _(8) For proposed residential developments larger than one (1) acre, a comparison of the projected population under the proposed zoning or development with the projected population under the existing zoning. Population projections according to age groups for the proposed development shall be required where more than fifty (50) dwellings, or 50 sleeping rooms in the case of group housing, would be allowed under the proposed zoning. _(9) At the request of the Planning Division, Planning and Development Board, or City Commission, the applicant shall also submit proposals for minimizing land use conflicts with surrounding properties. The applicant shall provide a summary of the nuisances and hazards associated with development under the proposed zoning, as well as proposals for mitigation of such nuisances and hazards. Such summary shall also include, where applicable, exclusion of particular uses, limitations on hours of operation, proposed location of loading areas, dumpsters, and mechanical equipment, location of driveways and service entrance, and specifications for site lighting. Nuisances and hazards shall be abated or mitigated so as to conform to the performance standards contained in the City's zoning regulations and the standards contained in the City's noise control ordinance. Also, statements concerning the height, orientation, and bulk of structures, setbacks from property lines, and measures for screening and buffering the proposed development shall be provided. At the request of the Planning and Development Board or City Commission, the applicant shall also state the type of construction and architectural styles that will be employed in the proposed development. _(10) At the request of the Planning Division, Planning and Development Board, or City Commission, the applicant shall also submit the following information: _(a) Official soil conservation service classification by soil associations and all areas subject to inundation and high ground water levels. _(b) Existing and proposed grade elevations. _(c) Existing or proposed water bodies. _(d) Form of ownership and form of organization to maintain common spaces and recreation facilities. _(e) A written commitment to the proVISion of all necessary facilities for storm drainage, water supply, sewage collection and treatment, solid waste disposal, hazardous waste disposal, fire protection, easements or rights-of-way, roadways, recreation and park areas, school sites, and other public improvements or dedications as may be required. _( 11) For rezonings to planned zoning districts, the specific requirements for submission of applications for rezoning to such districts shall also be satisfied. Furthermore, all materials required for a subdivision master plan shall also be submitted. _(12) Where conformance with the county's Environmentally Sensitive Lands Ordinance is required, an Application for Alteration of Environmentally Sensitive Lands (Environmental Impact Study) must be submitted to the Palm Beach County Department of Environmental Resources Management (copy to City) prior to or concurrent with the submittal of the Land Use Amendment and/or Rezoning Application to the City. 6 .7<-. 13) All applications for a land use amendment and rezoning for any residential development submitted after June 27,2002 must submit a School Concurrency Application and Service Provider Form. Applications are not deemed complete until the City receives notification from the Palm Beach County School District. III. APPLICATION FEES Fees shall be paid at the time that the application is submitted, according to the fees which have been adopted by ordinance or resolution. The Planning Division will inform the applicant as to the fees which are required. All fees shall be paid by check, payable to the City of Boynton Beach. IV. Representative of the project must be present at all Technical Review Committee, Planning and Development and City Commission meetings held to review this project. 7 SPACE EsELOW THIS LINE FOR OFFICE USE ONLY Review and Processing Schedule: Date Accepted by Planning Division Date Transmitted to City Clerk Date Notifications Mailed to Surrounding Property Owners Dates of Advertisement in Newspaper (rezoning and/or land use amendment) Dates of Advertisement in Newspaper (annexation) Date of Transmission of Departmental Review Forms to Department Heads Date of Review by Technical Review Committee Date of Pre-Hearing Conference Date of Public Hearing Before Planning & Development Board Date of Public Hearing Before City Commission Date of Transmission of Proposed Comprehensive Plan Amendment to Florida Department of Community Affairs, pursuant to Florida Statutes, F.S. 163.3184 (1) (a) Date of Transmission of Proposed Comprehensive Plan Amendment to Other Governmental Agencies Requesting Notification, Pursuant to Florida Statutes, F.S. 163.3184 (1) (b) Date of Receipt of Notice from Florida Department of Community Affairs Regarding Comprehensive Plan Amendment, pursuant to Florida Statutes, F.S. 163.3184 (4) Date of Hearing Before Florida Division of Administrative Hearings, Pursuant to Florida Statutes, F.S. 163.3184 (5) (b) Date of Hearing Before City Commission on Revised Comprehensive Plan Amendment. Pursuant to Florida Statutes, F.S. 163.3184 (6) (a) Date of Transmission of Revised Comprehensive Plan Element to Florida Department of Community Affairs, Pursuant to Florida Statutes, F.S. 163.3184 (6) (a) Date of Receipt of Notice from Florida Department of Community Affairs Regarding Revised Comprehensive Plan Amendment 10 Date of Hearing Before Florida Division of Administrative Hearings, Pursuant to Florida Statutes, F.S. 163.3184 (7) Date of First Reading of Ordinance to Annex Date of First Reading of Ordinance to Rezone and Amend Future Land Use Map Date of Second Reading of Ordinance to Annex Date of Second Reading of Ordinance to Rezone and Amend Future Land Use Map Date of Expiration of Zoning Date of Expiration of Time Extension for Zoning 11 V. APPLICANT'S OWNERSHIP AFFIDA\lIT STATE OF FLORIDA COUNTY OF PALM BEACH ----------------------/ BEFORE ME THIS DAY PERSONALLY APPEARED --;; ~ !-lerf\1J.J\ cR.e 2..-, WHO BEING DULY SWORN, DEPOSES AND SAYS THAT: 1. He/she is the owner, or the owner's authorized agent, of the real property legally described in Attachment A; 2. He/she understands the Future Land Use Map amendment and/or Rezoning application fee is nonrefundable and in no way guarantees approval of the proposed amendment; 3. The statements within the Future Land Use Map amendment and/or Rezoning application are true, complete and accurate; 4. He/she understands that all information within the Future Land Use Map amendment and/or Rezoning application is subject to verification by City staff; 5. He/she understands that false statements may result in denial of the application; and 6. He/she understands that he/she may be required to provide additional information within a prescribed time period and that failure to provide the information within the prescribed time period may result in the denial of the application. FURTHER AFFIANT SA YETH NOT. The for going instrument was acknowledged before me this L day of ()c..:::/obe, , 20~, by . ~ 1/Aov\d. -e 2.. (Name of Person Acknowledgi )"w is ers II kn~r who has produced ;/'J ( pe of .t1entification) as identifi ation and who did (did not) take an oath. I bJ (Signature of P ----lk. o-t--?}e! J vVb(/~cx.J (Name of Acknowledger Typed, Printed or Stamped) (Notary' Seal) ","," ~~\lr.y.r~t-~ HEATHER J. WORKMAN i*tA\'1 MY COMMISSION # DD 182477 ~.~~~: EXPIRES: February 3, 2007 ~Rr.,~'\' Bonded Thru Notary Public Underwriters Appli ignature '\ i (l (iT ~ 'k L lh;,~ N NIl h C2.... pphcant's Name (Print) 3q'~ ~~ c;iU Av~~ Street Address ~L~~~~~CJ\ ~l3~~'{~3 City, State, Zip Code Telephone &~\ ,'Z~ -O-=tok: (Title or Rank) J>0 I/)2 \.{I) (Serial Number, if any) ~.~~ 8 VI. AGENT CONSENT FORM STATE OF FLORIDA COUNTY OF PALM BEACH --------------/ ~VGUAd V} BEFORE ME THIS DAY PERSONALLY APPEARED ,..1to-H- LeLV;~ DULY SWORN, DEPOSES AND SAYS THAT: , WHO BEING 1. He/6I=t& is the owner of the real property legally described in Attachment A; 2. He/9Ae'duly authorizes and designates to act in his/her behalf for the purposes of seeking a change to the Future Land Use Map designation and/or Zoning classification of the real property legally described in Attachment A; 3. He/she has examined the foregoing Future Land Use Map amendment and/or Rezoning application and he/she understands how the proposed change may affect the real property legally described in Attachment A. FURTHER AFFIANT SA YETH NOT. T foregqing ins~rument was acknowledged before me this :1ft.IJay of J.,k/A. k ,20~, by .11 0 -tr LevJt (Name of Person Acknowledging) who is personally known to me or who has produced type of identification) as ide ification and. W~O.~id (diEtfle. t>, t.ake an oath. ~Ac 1 lit t[ua eft) (Signatur of Person Taking Acknowledgment) /"".- '7Y!b.. ^' <<Ii.- 'Y.~"9T L( wI ~) Owner's Name (Print) (Name of Acknowledger Typed, Printed or Stamped) ~ "1oIt.. Wendy S 0IEdua'd0 !~""f: My CommiIIIon 001'" (Title or Rank) \;01':1 ExpIrea May 08. zr:m (Serial Number, if any) /~/1,C) S ~ ~~e~,J{(rJ}~L-t105 treet Address t1f1~ 11 urt. A 31{q1~ Ci ,State, Zip Code (Notary' Seal) Telephone ft)/) 7 I g - J CJ 12 9 '111111111111111111111 ThIs document was prepared by and should be returned to: c. J. WdrmBn m. :Esq. REDGRA VE & TURNER LLP 110 EDt Palmetto Park Road, Saite 450 Boca Raton, florida 33431 84/l6/28l13 1.:16:5C! 211JR127J7 OR BK 1 se78 PG 1193 Pal. Beach County, Florida MT 588,888.88 Doc StaMp 3,588.88 \~ - /~:'\. '\r' " ,>~.>) 0 ~/_- ',s.: 10\ \V ARRANTY DEED . r,U // ~ ~ . THIS ~ DEED. made _ day of ..".,.."Y . 2003. between H. A. I .F-WIS, wbosepost ~ddress is 10225 S. . Greenridg e, Palm City, Florida 34990, fint party, and P ARAMOUNI'~TMENT GROUP, INC., a Florida corporation. whose post office address is 1401 Forsythe Ro~est Palm Beach, Florida 33405, second party. ./~ WITNESSETH, "'Gkid first party, for and in consideration of the sum of TEN DOLLARS ($10.00) in hand paid by th~~d party, the receipt whereof is hereby acknowledged, does hereby grant, b:a8a~ sel~. alien, con~~dijrmn, remis.e. release. and quit claim ~to the said second ~ forc:vcr. all the nght, tItle, mterest, clalJn'~d which the sald fJT'St party has JD and to the followmg descnbed land situate, lying and being in ~ B~ach COWlty, I'lorida, to wit: C0. PROPERTY MORE P~Y DESCRIBED IN EXHIBIT "A", A IT ACHED HERETO ~ MADE A PART HEREOF. The first party does hereby fully ~he title to said land and will defend the same against the lawful claims of all persons whomsoever. (r"SJ'i . ~\./," \..:- /<. This conveyance is subject to conditi~i~tions, reservations, limitations and easements of record, and taxes for the year 2003 and SUbscque~' ;, 0 /' " -" Note: This deed has been prepared at the 9't~,Q{,~e first party without examination or legal opinion of title. This property is not now. nor has it ~~:ihe homestead of the Grantor herein. v>~~" IN WITNESS WHEREOF, the first party has sigta~ ~ sealed these presents the day and year first above written.. '7::::>> {,~./// ... (/7'~", ~ H. A. LeWi~ ....:/-;-, '-- f <.. //.~'\ ~~! ./) ... {" \."--" "1\ ~ '--~I r ~~~~ Signed. sealed and delivered in the presence of: sign print sign print B[J(J( 1 Sfl78 PAGE 119\ STATE OF FLORIDA COUNTY OF MARTIN I HEREBY CERTIFY that on this day before me. personally appeared H. A. Lewis, j)eI'SOnally known to me or who produced as identification and who did take an oath and are to me known to be the persons described in and who executed the foregoing instnnnent and acknowledg fore me that they executed the same. my hand and official seal in the County and State aforesaid thistl day of ,..... +- 5'0..0 \~// \(: m\ \~-j'/ 1'.0 ;:/;. '\ >'71{)\ \, lit> \:':!./ \:~ ~;::."\ (/ j: '\,~-- / ;---. '(;!--S (~ ~ ((.,.,-..... ;-;, t c; <-.::.>".-- ~ /(....'" . ( ,.... I -" \-''.-, '..:::-/.~ t"" /'""'\.:;._:) \( >-.., ~'"'.}/O ~V/~5~:)\ , \> ~ I. ,. "..> ") ...J ......... // VtA.~\ , i, '\/ '((~~ - '-'/ \~ (,::~\ ~~'-- /........~ ((j)" '-.<> ?.. ~//') ) . r'\\J, f\ 'oj .....:/" / )- .'r ~:.:=~ NOTARY PUBLIC: Sign ~~ llt~, 8CINIA II. PMALC UY CCMIISSOI , DO Clll818e DAlES: May 11, am IIInllNllIu 1IliIIlto,.. u..... -2- 8{IJ( 15878 PA6E 1195 Legal Description Exhibit "A" Parcell: The South one-balf(S YI) of Governmcnt Lot 7, in Section 8, Township 45 South, Range 43 East. being 12 ~ore or less, lying and being in Palm Beach County, Florida ~{"1 South 60.00 feet of Government Lot 7, Section 8. Township 45 South, ':-"/ ge 43 East, Palm Beach County, Florida, less the East 25.00 feet thereof, ,~/ ..iWOarticularly described as follows: \'::;> - \~~encing at the Southeast comer of Section 8, Township 45 South, . ~ge 43 ~ Palm Beach County, Florida; thence South 880 30' 45" West, alo~~'SOuth line of said Section 8. a distance of25.05 feet to a point on a li~;~5.00 feet West ot: when measured at right angles. and parallel with ~ line of said Section 8 and the point of beginning of the parcel to be here~Cribed; thence continue South 880 30' 45" West. along the South lin. (;. Section 8, a distance of361.27 fectto a point; thence North 20 53' 24" 7T"7-~stance of 60.18 feet to a point on a line lying 60.00 feet North of. ~~'" ured at right angles. and parallel with the South line of said Section 8; .., North 880 30' 45" East, along the said parallel line, a. distance of360. feet to a point on a line lying 25.00 feet West of, when measured at right ~ and parallel with the East line of said Section 8; thence South 20 I 4~est, along the said parallel line, a distance of 60.13 fe~t to the point ~f~e~ of the herein described parcel. SaId parcel contammg o,"rn~res, more or less. ~>~J Less: A triangular parcel of l~).~ad right-of-way purposes lying in Government Lot 7 of Section , . p 45 South. Range 43 East, County of Palm Beach, State of Florid >,~,~\cuJarlY described as follows: For the purpose oflhis description ~J~ine of said Section 8 is assumed to bear North 890 16' 21" East and ~gs recited herein are relative thereto. ~ '_ (r'->> Commencing at the Southeast corner of sa.~tion 8. thence South 890 16' 21" West, along the South line of said Sectio ~distance of25.05 feet to the existing West right-of-way line ofHigb '~g(Road, being a line 25.00 feet West of (as measured at right angles to) a - r leI with the East line of the Southeast on~uarter (SE 1/4) of said See __........ Wtence North or 59' 35" East along said West rigbt-of-wayline a dist~~~.13 feet to a point at the intersection with a line 60.00 feet North of1~~d at right angles to) and parallel with the South line of said Sec~~ the point of BOOK 15878 PA8E 1196 DorDthy H. Wi 1 bn, Cl..... beginning; thence continue North 020 59' 35" East along said existing West right-of-way line of High Ridge Road a distance of 17.41 feet; thence South 46007' 58" West departing from said West right-of-way line, a distance of 25.41 feet to said line 60.00 feet North of and parallel with the South line of Section 8; thence North 890 16' 21" East along said parallel line a distance of 17.41 feet to the point of beginning. ~taining 151.3 square feet, more or less. \r" I ~ /' Parcel 2: \(~..:?) 0 \,. J) commenCin~~Outheast comer ofSecLion 8, Township 45 South. Range 43 East, Palm Beach County, Flori~ce South 880 30' 45" West, along the South line of said Section 8. a distance of 386.32 feet to the ~di\vest comer of Government Lot 7 of said Section 8; thence North 20 53' 24" East along the 'W('me of said Government Lot 7, a distance of 60.18 feet to a point on a line lying 60.00 feet No~hen measured at right angles; and parallel with me South line of said Section 8 and the poii1tof~ng; thence South 880 30' 45" West, along the said parallel line. a distance of 115.50 feet ~/ '. L; thence North 1034' 02" East, a distance of 1259.39 feet to the Southwest comer of Lot ~)l(Jing to the plat of High Ridge Subdivision. as recorded in Plat Book 22, Page 6, in and for. .:f~)lic records ofP.alm Beach County. Florida; thence North 880 38' OS" East, along the South Ii ~e~ Let 36, a distance of 144.63 feet to the Northwest comer of the South one-half (S%) of sai(<jfovermnent Lot 7; thence South r 53' 24. West, along the West line of said Government Let 7, a ~ce of 1260.96 feet to the point of beginning of the herein described parcel. (~~) Said parcel containing 3.7549 acres, ~"i>t less. -\'C~ v ...:---=> ,.--: "- /(",,;:,,"\ ( .V I "\...'::: \;::s' V/~:.? ~-\,\ ,..... ~,~,_.. ~';\(l\ \f' .r)~ ~'" y~-} ~~J rr~ \y (;:"7) ~'~_., (,-,\ ~-j).... /~:::~~ ~~0 -2- ~~ This document was prepared by and should be returned to: C. J. Wdrman m, Esq. REDGRA VE & TURNER LLP 110 East Palmetto Park Road, Suite 450 Boca Raton, Florida 33431 '1111111111111111111'1 84/16/28l13 1~: 16::2 2MJI2127J7 OR HI< 15810 PG 1193 Pal. Beach County, Florida Ai'll 588,888.08 Doc StaMp 3,580.88 ~ ~--/ /"'. \('" j~ ,- ,<?l t-' '/)'- 0 '.(,.,-/. ~_/ \(,. ''--'i\. WARRANTY DEED . t.~t) 0/, ,.,,),. ~ ~~~ TIllS ~ DEED, made _ day of . ~Y'_ ,2003, between H. A. T .EWIS. whose post (ltll6e1lddress is 10225 S. . Greenridg e, Palm City, Florida 34990, first party, and P ARAMOUN1'~TMENT GROUP, INC., a Florida corporation. whose post office address is 1401 Forsythe Ro~<<-W"est Palm Beach, Florida 33405, second party. /''- WITNESSETH, ~t~d first party, for and in consideration of the sum of TEN DOLLARS ($10.00) in hand paid by th~~nd party, the receipt whereof is hereby acknowledged, does hereby grant, b~gaiI? sel~, alien, con~.(;~f~' remis.e. release. and quit claim ~to the said second ~ for~vcr, all the nght, tItle, mterest, clalln'~~d whIch the saId flTSt party has 1D and to the followmg descnbed land situate, lying and being in ~ Beach County, Horida, to wit: ~Q, PROPERTY MORE P . Y DESCRIBED IN EXHIBIT "A", ATTACHED HERETO MADE APART HEREOF. The first party does hereby fully ~he title to said land and will defend the same against the lawful claims of all persons whomsoever. ((D'j . '- \/h '..:_'/'-. This conveyance is subject to conditi~i~tions, reservations, limitations and easements of record, and taxes for the year 2003 and subseque~ . ;, 0 /' " -"'. Note: This deed has been prepared at the -' 5.st~9~~e first party without examination or legal opinion of title. This property is not now, nor has it ~:ihe homestead of the Grantor herein. '~" .-- '\} ./ ~''\....'\ IN WITNESS WHEREOF, the first party has si~(<i~ sealed these presents the day and year first above written. ....7::-:~~ ({ ./ '" ',v/ ~'" (/7'~", ~ H A Lewi~C/~l., .. ,.--.... /") "';':'-"'\ ~/ f ; J 0...~~~,/ f\ /r ~~:::-~ Signed, sealed and delivered in the presence of: sign print sign print BOIl( 15178 PA6E 11 ~ STATE OF FLORIDA COUNTY OF MARTIN I HEREBY CERTIFY that on this day before me, personally appeared H. A. Lewis, personally known to me or who produced as identification and who did take an oath and are to me known to be the persons described in and who executed the foregoing instrument and aclmOWledg~ore me that they executed the same. ~ my hand and official seal in the County and State aforesaid this~ 7 day of ~t.l/'. [ ,,f . \{~ (0.- 5)0 \,- ,",or' v::: m'\ '~U j~/ ~. >..0 v;:/;' \~<) f?I. ", I tt> \.....1 , ........... NOTARY PUBLIC: SIgn ~~ lit "'-\ /s-,) ~-~.. r / /~ \:._~~., ,/ :'~ '(;!~ (&~ V ((.-..... ;~)..; r... 1",1 '-'"~~~~,~ U \") '~::5':t Y/,\.::. _:) \( ....1 '" c;?......,.\ ,() ~ ~'-'~-- V'''''':--}\. .,... .> ...... l .. .)') ,,; .........../.. 'VA~') \; \' ~.~ ({~Y') .1,-/// 'X..., SCIftA M.'MW:: uY COMMSsoI, DO 0087lI2 EXPIRES: May 111, am IlIncIIdTllll-"JIIlIlIo~ (("~' .' .. \ C .~'., //_.\ \(/~i~ '-~.... / ~ ">~'" ~/l /1 .. r\-._ II' '.,;.. '''---/ \ //" .... ., '\ ~:...==~ -2- IDJ( 1:5871 PA6E 1195 Legal Description Exhibit "A" Parcell: The South one-balf(S Y2) ofGovernmcnt Lot 7. in Section 8. Township 45 South. Range 43 East. being 12 more or less. lying and being in Palm Beach County. Florida ~L/"" ~s: South 60.00 feet of Govemment Lot 7. Section 8. Township 4S South, ~,/ ge 43 East, Palm Beach County. Florida, less the East 25.00 feet thereof, ,~//~articularlY described as follows: '\:i~encing at the Southeast comer of Section 8, Township 45 South. . Rsnge 43 ~ Palm Beach County. Florida; thence South 880 30' 45" West, alo~~'SOuth line of said Section 8, a distance of25.05 feet to a point on a li~~5.00 feet West of, when measured at right angles, and parallel with ~ line of said Section 8 and the point of beginning of the parcel to be here~cribed; thence continue South 880 30' 45" West. along the South lin~~ Section 8. a distance of36l.27 feet to a point; thence North 20 53' 24" ~~stance of 60.18 feet to a point on a line lying 60.00 feet North of, wnW.-~l~" ured at right angles, and parallel with the South line of said Section 8; ., North 880 30' 45" East, along the said parallel line, a distance of 360. feet to a point on a tine lying 25.00 feet West of, when measured at right ~ and parallel with the East line of said Section 8; thence South 20 l4~est. along the said parallel line. a distance of60.13 feet to the point ofbe~ of the herein described parcel. Said parcel containing o.~rn'-$cres, more or less. ~>~, Less: A triangular parcel of 1 ~:9'ad right-of-way purposes lying in Government Lot 1 of Section . . p 45 South, Range 43 East, County of Palm Beach, State of Florid .garticularly described as follows: For the purpose of this description ~J~ine of said Section 8 is assumed to bear North 890 16' 21" East andWgs recited herein are relative thereto. ~ .--::;::... <'> r:"'--rv:') 1".// Commencing at the Southeast comer of ~'fBCCtion 8. thence South 890 16' 21" West, along the South line of said Sectio ~distance of25.05 feet to the existing West right-of-way line ofHigb '~gC(Road, being a line 25.00 feet W cst of (as measured at right angles to) - ~- leI with the East line of the Southeast one-quarter (SE l!4) of said See __~ khence North or 59' 35" East along said West right-of-way line a dist~ci~.13 feet to a point at the intersection with a line 60.00 feet North oft~~d at right angles to) and parallel with the South line of said Sec~~ the point of BOOK 15878 PA8E 11 ~ DorDthy H. Wilk.n, Cl.rk beginning; thence continue North 020 59' 35" East along said existing West right-of-way line of High Ridge Road a distance of 17.41 feet; thence South 46007' 58" West departing from said West right-of-way line. a distance of 25.41 feet to said line 60.00 feet North of and parallel wi1h the South line of Section 8; thence North 890 16' 21" East along said parallel line a distance of 17.41 feet to the point of be ginning. rg 151.3 square feet, more or less. /:/2> Parcel 2: \(:?) 0 'i> /J> commencin~liffioutheast coma of See Lion 8, Township 45 South, Range 43 East, Palm Beach County, Flori~ce South 880 30' 45" West. along the South line of said Section 8, a distance of386.32 feet to th~S th\vest comer of Government Lot 7 of said Section 8; thence North 2053' 24" East along the . e of said Government Lot 7, a distance of 60. 18 feet to a point on a line lying 60.00 feet No ',' hen measured at right angles; and parallel with me South line of said Section 8 and the poiD of~ginning; thence South 880 30' 45" West, along the said parallel line, a distance of 115.50 feet ~L '. t; thence North 1034' 02" East, a distance of 1259.39 feet to the Southwest comer of Lot ~rding to the plat of High Ridge Subdivision. as recorded in Plat Book 22, Page 6, in and for. .:?~~lic records of~alm Beach County, Florida; thence North 880 38' 08" East, along the South I e:e~ Lot 36, a distance of 144.63 feet to the Northwest corner of the South one-half (SYa) of sai(~vernment Lot 7; thence South 20 53' 24" West, along the West line of said Government Lot 7, a ~ce of 1260.96 feet to the point of beginning of the herein described parcel. (~> Said parcel containing 3.7549 acres, ~j)t less. .'rr: _~ \"., .:.::.>......-:, / r..~,,\\ ( I \v I ~\~' V/~'-? c?~ ."' ~,,~,_.. t-/.';-:{;\' ~.... 5~~"''''' ~~?~ "- 7",),/" ({ ".~ \'-", '" (;:7) ~.~_., /" ....-..\ (Cj )" ~~~;:31 V\~~ -2- ~~ School District of Palm Beach County School Concurrency Application and Service Provider Form Return completed form to: Planning Department The School District of Palm Beach County 3320 Forest Hill Blvd. C-110 West Palm Beach, FL 33406-5813 (561)434-8800 or (561)963-3877 Fax: (561)434-8187 or (561) 434-8815 Attention: Concurrency Section Fee Paid & Date Local Gov't. School District Instructions: Submit one copy of the completed application and fees for the review, for each new residential project requiring a determination of concurrency for schools. A determination will be provided within fifteen (15) working days of receipt of a complete application. A determination is not transferable and is valid for one year from date of issuance. Once the Development Order is issued, the concurrency determination shall run with the Development Order. Part I. To be completed by APPlica~ ~ Owner's Name: A~t\ nnntSf J::N\) ~~\nEJJT & (to\) Agent's Name T~ ~ l::\:~ ~"'~ IJ ~"L -1J"~~r ~~ ~-~ ~" :n Ej MalhngAddress: '3, ?. t\) ~ ~e-~\)t. . f) . ~ {: ~. iYS Telephone Number: :; (;( - "Z..,:\A.. - "h::t<l (" Facsimile Num er: S"l- 2 ~2 - 3~ ~ I \-\-l tr- t-\ eJ. t\ G-Y_ ~ ~ toN 6~LH- 00.\\ ~ .t>"'f..,.tn. :SOil AN!\ OD-'-l3.~'s.()~-(t)-('o=\ _oolD l\)O(.TttWt:..s;r [~~f t!. Or: ~<r-tt t.('i).[ K't\ At0t) \ltl'JU Qt. Project Name: Municipality or Unincorporated PBC Property Control Number (PCN): Project Location: Concurrency Service Area (CSA): DEVELOPMENT REQUEST: Total # of Units: \30 Types of Units: l\-~ '3$ Single Family Ap3rtA'lCflt3 (J ~tOI iM or IOGG)C'~/J !-to \.J ~ E ( High Rise Apartments Age Restricted Adults Only Provide Covenant Phasing Plan: If applicable, please attach a complete Phasing Plan showing the number and type of units to receive certificate of occupancy yearly. Proof of Ownership: Please attach copy of Warranty Deed and .Consent Form p~ Local o/'vemment Review ~~. p - Loca Government Representative Print Name ~~ 4De;c1cJ / Date Filed h , Petition #: LttI-R- r!)c -CO"J.-; Title~~ , Part III. To be completed by School District Staff Date and Time Received: Case Number: I verify that the project complies with the adopted Level of Service (LOS) for Schools. I verify that the project will comply with the adopted Level of Service (LOS) for Schools subject to the attached conditions. I cannot verify that the project will comply with the adopted Level of Service (LOS) for Schools with the attached conditions. 19 Justification Statement A statement by the applicant justifying the zoning requested, including reasons why the property is unsuitable for development under the existing zoning and more suitable for development under the proposed zoning. The statement should address the following criteria which the Planning and Zoning Division utilizes in evaluating land use amendment and rezoning applications: 1) Whether the proposed land use amendment/rezoning would be consistent with applicable comprehensive plan policies. The division shall also recommend limitations or requirements that would have to be imposed on subsequent development of the property in order to comply with policies contained in the comprehensive plan. The proposed land use amendment/rezoning is consistent with the following applicable comprehensive plan policies: Objective 1. 13 Discourage urban sprawl by creating a compact urban area within the City and the City's utility service areas. The proposed use is a compact development in an infilllocation that can be served by City Sewer and Water. Policy 1. 13.3 The City shall continue to encourage infill development and redevelopment by implementing actions of the Boynton Beach 20/20 Redevelopment Master Plan, and the policies contained in the Coastal Management Element. The proposed use is an infill development. Policy 1. 13.4 The City shall further discourage urban sprawl; A. Prevent the presence or frequency of the primary indicators of urban sprawl through continuous promotion of compact developments within the City's urban service areas, while requiring the maximization of all public services for each development in the most cost effective manner possible; and B. Demonstrate, in all future development and redevelopment in the City, land use patterns that are non-strip in nature and demonstrate the ability to attract and encourage a functional mix of uses. The proposed development is an infill development which will use existing sewer, water, roads and transit. It is a very cost effective development from a public service standpoint. Objective 1.19 The City shall evaluate and allow a range of land uses for which the area, location, and intensity of these uses provide a full range of housing choices, commercial uses to ultimately increase tax base, employment opportunities, recreation and open space opportunities, and public uses. High Ridge Road has developed into an eclectic but attractive mix of land uses. The proposed use will continue this pattern. Policy 1. 19. 1 The City shall continue efforts to encourage a full range of housing choices, by allowing densities which can accommodate the approximate number and type of dwellings for which the demand has been projected in the Housing and Future Land Use Elements, including the provision of adequate sites for housing very-low, low-, and moderate income households and for mobile homes. Both townhomes and single family homes are proposed. Objective 1.22 In keeping with the "New Urbanism" principles established as guidelines for development, the City shall incorporate the following policies in its redevelopment and neighborhood planning activities in keeping with the Visions 20/20 recommendations. The site will be developed in accordance with the principles of New Urbanism. Policy 1.22.1 The Community shall be defined by a series of walkable neighborhoods. The neighborhoods shall have a clearly defined center and edge. The distance between the two should be no more than a five-minute walk. Streets shall be laid out as networks. Each street shall be functional and safe for both the car and the pedestrian/bicyclist. Our plan will be pedestrian- oriented. Policy 1.22.3 Neighborhoods shall provide residences of different income levels. Homes, shops, and workplaces shall be designed to be in walking distance of each other where appropriate. Architecture and landscaping shall reflect the character of the region. The townhomes and single family homes will appeal to households of different income levels and lifestyles. Objective 6. 1 Assist the private sector to provide new dwelling units of various types, sizes, and costs by the year 2015, in order to meet the housing needs of the existing and anticipated populations of the City. The proposed use will help meet the housing needs of the City of Boynton Beach. Policy 6. 1. 1 The City shall provide information, technical assistance, and explore possible incentives with the private sector to maintain a housing production capacity sufficient to meet the community needs. Possible incentives could include assistance in land assembly, below-market rate financing, allowances to build on nonconforming lots, and density increases. We feel that the land use amendment and rezoning would be appropriate incentives to assist us in producing much needed housing. Policy 6. 1.2 The City shall encourage partnerships between the local government, the private sector, and the nonprofit sector to improve the efficiency and expand the capacity of the housing delivery system. The proposed land use amendment and rezoning does just that. 2) Whether the proposed land use amendment/rezoning would be contrary to the established land use pattern, or would create an isolated district unrelated to adjacent and nearby districts or would constitute a grant of special privilege to an individual property owner as contrasted with the protection of the public welfare. The land use amendment/rezoning request is very consistent to with the current land use pattern along High Ridge Road, which contains a mixture of single family homes and townhomes (Cedar Ridge and Canterbury) and industrial. (Quantam Corporate Park and High Ridge Commerce Center /I 2 Verde Classics, Able Plumbing, Flying A Service, Palm Beach Coffee Roasters, Roblicourt), Kilpatrick Turf Equipment, Boynton Pump and Irrigation Supply, Majestic Greeting Cards, Del Swilley Inc, General Contractors, AGI USA, Fun Food Depot, Canac Kitchens, Tru Green/Chernlawn and office (Scott Blakeslee Disher and Associates Architecture, FBK Products, Inc., SGK Distributing, Inc.,) uses. The opportunity to live in close proximity to employment opportunities has proven extremely desirable throughout South Florida. Also near the site is Lake Worth Christian School, which is within walking distance. The High Ridge Country Club is located to the west of the site. Our proposed use is compatible with that use. 3) Whether changed or changing conditions make the proposed land use amendment/rezoning desirable. Recent development along High Ridge has reinforced the mixed land use pattern of the area. The Canterbury and Cedar Ridge Developments have introduced a strong residential element in the corridor, and new high quality office/warehouse/flex buildings have been constructed in and outside of Quantam Park. This creates a unique opportunity for the City of Boynton Beach to provide workplace and residential uses in close proximity to one another, offering the potential to shorten trips and reduce traffic congestion. In addition, proximity of the site to the Tri Rail Boynton Beach commuter station makes the proposed use very logical. Palm Tran bus route 71 also serves both the commuter station and the property. There is actually a bus stop on the property. Higher densities make sense along transit lines and near transit stations. 4) Whether the proposed land use amendment/rezoning would be compatible with utility systems, roadways and other public facilities. We have attached both a utility analysis and a traffic analysis which demonstrate that the proposed use would be compatible with local utility systems, roadways, and other public facilities. 5) Whether the proposed land use amendment/rezoning would be compatible with the current and future use of adjacent and nearby properties or would affect the property values of adjacent and nearby properties. The property would be compatible with the neighboring residential uses, the High Ridge Country Club, and the various office/flex uses along High Ridge Road. We are proposing townhornes from the $300s and single family homes from the $400s with upscale architecture and amenities. We are proposing higher prices than other adjacent neighborhoods, so there should be only a positive effect on property values of adjacent and nearby properties. 6) Whether the property is physically and economically developable under the existing land use designation/zoning. Property values have skyrocketed in this area. Although the property could physically be developed under the existing land use designation/zoning, it would be marginal from an economic standpoint. 3 ...- 7) Whether the proposed land use amendment/rezoning is of a scale that is reasonably related to the needs of the neighborhood and the city as a whole. The proposed land use amendment/rezoning is for a parcel of just under 14 acres. This size and the proposed use is comparable in both size and scale to other existing and potential uses within the area. 8) Whether there are adequate sites elsewhere in the city for the proposed use, in districts where such use is already allowed. Land is at a premium in Boynton Beach. We have been trying for several years to find a parcel to develop and have been stymied or outbid. If there are any other available sites, we are unaware of them. A comparison of the impacts that would be created by development under the proposed zoning, with the impacts that would be created by development under the proposed zoning, with the impacts that would be created by development under the existing zoning, which will include: (1) A comparison of the potential square footage of number and type of dwelling units under the existing zoning with that which would be allowed under the proposed zoning or development. Current Palm Beach County Zoning (RS) would allow for 69 units to be built on the site. We are proposing a total of 130 units, with approximately 45 single family homes and 85 townhomes. The townhomes would average approximately 1900 alc square feet and the single family homes would average approximately 2600 alc square feet. (2) A statement of the uses that would be allowed in the proposed zoning or development, and any particular uses that would be excluded. The uses on the property would be restricted to townhomes and single family detached homes. (3) Proposed timing and phasing of the development. The development would be a one phase project, with land development expected to begin in 4th quarter 2005 and house construction anticipated to be completed by 2nd quarter 2008. 4 NEW URBAN COMMUNITIES BOYNTON BEACH CALCULATION OF WATER AND SEWER DEMAND FOR EXISTING AND PROPOSED ZONING WATER DEMAND: Existing Zoning: RS Single Family Residential (Palm Beach County) Maximum Density: 5.0 units/acre (Palm Beach County ULDC Article 3, Chapter D, Section 1.A.) Project Area: 13.95 Acres Maximum Units: 69 Demand Per Unit: 350 gal/day (FAC 64E-6.008) Total Demand: 24,150 gallons per day Proposed Units: 150 Demand Per Unit: 350 gal/day (FAC 64E-6.008) Total Demand: 52,500 gallons per day SEWER DEMAND: Existing Zoning: RS Single Family Residential (Palm Beach County) Maximum Density: 5.0 units/acre (Palm Beach County ULDC Article 3, Chapter D, Section 1.A.) Project Area: 13.95 Acres Maximum Units: 69 Demand Per Unit: 350 gal/day (FAC 64E-6.008) Total Demand: 24,150 gallons per day Proposed Units: 150 Demand Per Unit: 350 gal/day (FAC 64E-6.008) Total Demand: 52,500 gallons per day AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY ("Ae-reement") is made this 3LL day of ffu..{~5r ' 2004, by and between ARTURO SCROGGIE, individually, and ROGER DE CAPITO, individually, whose address is 10 SE 1st Avenue, 2nd Floor, Delray Beach, Florida 33444, and RICHARD YUSEM, individually, whose address is 389 Oregon Lane, Boca Raton, Florida 33487 (the foregoing individuals shall be collectively and individually hereinafter referred to as "Seller" or "Sellers", as applicable), and NEW URBAN COMMUNITIES CORPORATION, a Florida corporation, whose address is 398 N.E. 6th Avenue, Delray Beach, Florida 33483, and/or its successors or assigns (hereinafter referred to as "Buyer"). R E C I TAL S: A. Seller is the contract vendee under that certain Vacant Land Contract dated :rUl Y I"'J. , 2004, and all addendums and amendments thereto (collectively, the "Seller's Contract") with PARAMOUNT INVESTMENT GROUP, INC., a Florida corporation ("Owner"), for the sale and purchase of certain real property located in Palm Beach County, Florida, more fully described on Exhibit "A" attached hereto and made a part hereof (hereinafter referred to as the "Prolle rty"). B. Buyer desires to purchase the Property from Seller and Seller desires to sell the Property to Buyer pursuant to the terms and conditions of this Agreement following Seller's acquisition of the Property from Owner. C. The foregoing recitals are true and correct and are incorporated herein by reference. NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100 ($10.00) DOLLARS and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller to be supportive of this Agreement in its entirety, it is hereby agreed as follows: ARTICLE I SALE - PURCHASE Section 1.1 Propertv. Seller agrees to sell and Buyer agrees to purchase the Property, consisting of approximately 13.9 +/- acres of real property upon which Buyer intends to construct approximately 120 residential dwellings as appearing on the site plan for the Property to be prepared by Buyer (the "Project"), together with all rights, ways, privileges and easements appurtenant to the Property, including Seller's right, title and interest in and to all strips, gores, streets, alleys and ways, public or private, adjoining or crossing the Property, all of which are appurtenant to, and shall benefit, the Property. Buyer shall have the absolute right in its sole discretion to alter its development plans at any time without any approval required of Seller, so long as the Project is development in accordance with applicable building and zoning ordinances and statutes. Section 1.2 Collateral Ritrhts. The sale of the Property shall include the sale, transfer and conveyance of all of Seller's right, title and interest in and to all certificates, licenses, bonds, permits, authorizations, consents and approvals which in any respect whatsoever relates to or arises out of the use, occupancy, possession, development, construction and operation of the Property (hereinafter collectively called the "Seller's Permits"). Section 1.3 Contracts and Ag-reements. The sale of the Property shall include the sale, transfer and conveyance of all intangible personal property, including, without limitation, all maintenance and service contracts, water and sewer hook-ups (including, but not limited to, all over-sizing credits and reimbursements), development agreements, approvals, consents and agreements, as well as all rents, issues, proceeds and profits now or hereafter accruing from the Property, all of which are intended to encompass all of Seller's contractual rights, benefits, or entitlement relating to the Property (hereinafter collectively called the "Contracts"). Section 1.4 Time for Acceptance and Effective Date. If this Agreement is not executed by both Buyer and Seller, and a fully executed original Agreement delivered to Buyer by 5:00 P.M. E.S.T. on August 30, 2004, then this Agreement shall thereafter be null and void. The "Effective Date" of this Agreement shall be the date on which the last of the Seller and Buyer has executed this Agreement. The "Closinll Date" (as defined in Section 7.1 of this Agreement), shall be the time at which all terms of this Agreement are considered fully performed, as they pertain to the Property, subject to any of the terms which are intended to survive the Closing hereof. The use of the terms "Closinlr" and "Closinlr Date" when used in this Agreement can be used interchangeably, and each use of those terms shall be construed to address the Closing and/or the Closing Date, as appropriate. Section 1.5 Assignment of the Seller's Contract. Buyer agrees to use reasonable good faith efforts to assist Seller, if desired by Seller, in obtaining the Owner's consent to an assignment of the Seller's interest in the Seller's Contract to Buyer prior to or at Closing. In the event that the Owner consents to such assignment, then Buyer and Seller agree to work in good faith to agree upon an amendment to this Agreement as may be reasonably necessary to provide for the effect of such assignment upon the terms of this Agreement. ARTICLE II PURCHASE PRICE AND TERMS OF PAYMENT Section 2.1 Purchase Price. The purchase price for the Property is FOUR MILLION SIX HUNDRED FIFTY THOUSAND AND NO/100 ($4,650,000.00) DOLLARS (hereinafter called the "Purchase Price"). Section 2.2 Terms of Pavment. The Purchase Price shall be payable in the following manner: (A) Buyer shall initially deposit the sum of THIRTY THOUSAND AND NO/100 DOLLARS ($30,000.00) (hereinafter called the "Initial Deposit") with Attorneys' Title Insurance Fund, Inc. (hereinafter called the "Escrow Ae:ent"), within three (3) business days of receiving an original fully executed Agreement. The Initial Deposit shall be remitted to the Escrow Agent by check, subject to clearance, or by "Letter of Credit" (defined in Section 2.3 hereof). All subsequent deposits paid under this Agreement shall be in cash only and in the event the Initial Deposit is by Letter of Credit, it shall be replaced with cash at the end of the Investigation Period. The Initial Deposit shall be held by the Escrow Agent in an interest-bearing money-market or "repo" account without penalty for early withdrawal, provided that Buyer completes and executes Internal Revenue Service Form W-9 simultaneously with delivering said Deposit. The Escrow Agent 'shall abide by and operate pursuant to the terms of this Sections 2.2 and 2.3 and Article IX of this Agreement, subject only to mutually agreed upon modifications executed by the parties hereto in writing. (B) Within three (3) business days after expiration of the "Investigation Period," as defined in Section 4.1 hereof, Buyer shall tender to the Escrow Agent the sum of TWO HUNDRED TWENTY THOUSAND AND NO/lOO DOLLARS ($220,000.00) (hereinafter referred to as the "Second Deposit"), by check, subject to clearance, or by Letter of Credit. Escrow Agent shall hold the Second Deposit in the same account (if Deposit is made by check or cash) and in like fashion as the Initial Deposit. (C) Provided that Seller delivers all deposits in accordance with the terms of the Seller's Contract, then within three (3) business days after expiration of the Investigation Period (as hereinafter defined), Buyer shall pay to Escrow Agent the sum of SIXTY THOUSAND AND NO/100 DOLLARS ($60,000.00), by check, subject to clearance, (which amount shall hereinafter be referred to as the "Third Deposit"), to replace the deposits previously paid by Seller under the Seller's Contract. (D) All references in this Agreement to "Deposit" shall represent the aggregate of both the Initial Deposit, Second Deposit and the Third Deposit, as well as all interest which is earned thereon, unless specifically stated otherwise. All interest which is earned on the Deposit shall in all instances be paid to Buyer, except if Buyer "defaults" in its obligations hereunder, pursuant to Section 12.1 hereof, in which event all interest earned thereon shall be paid to Seller. (E) At Closing, Buyer shall pay the balance of the Purchase Price (minus the amount of the Deposit if not paid by Letter of Credit) to Seller for the Property, subject to prorations and adjustments stated elsewhere in this Agreement, by wire transfer of immediately available federal funds or cashier's check made available to Escrow Agent at or prior to the Closing. Section 2.3 Letter of Credit. Buyer shall have the option to deliver to Escrow Agent, in place of cash for the Deposit, an unconditional and irrevocable letter(s) of credit (the "Letter of Credit"), to be issued by a federal or state-chartered bank or lending institution, including, but not limited to, Bank of America, SunTrust Bank, Amsouth Bank, City National Bank, Wachovia Bank, or such other author~zed issuer of 2 commercial paper as may be reasonably acceptable to Seller, in a form substantially similar to that attached as Exhibit "B" and made a part hereof. The Letter of Credit, or any renewals or substitutions thereof, shall remain valid and in an amount equal to the Deposit from time to time. Buyer shall have the unilateral option of securing and remitting to Escrow Agent a Letter of Credit: rather than cash, or subsequently as a replacement for cash, pertaining to the Deposit required hereunder at any time without the approval of Seller, whereupon the Letter of Credit then being held by Escrow Agent shall be immediately returned to Buyer. Not later than ten (10) days prior to the expiration of any Letter of Credit being held by the Escrow Agent as the Deposit under this Agreement, Buyer shall furnish to the Escrow Agent a replacement Letter of Credit in the same form and amount, whereupon the replaced Letter of Credit shall be returned to Buyer. In the event that Escrow Agent does not receive such replacement Letter of Credit from Buyer at least ten (10) days prior to the expiration of any Letter of Credit being held by Escrow Agent as the Deposit under this Agreement, then Escrow Agent shall have the right to draw upon the Letter of Credit, whereupon the funds received by Escrow Agent as a result of drawing upon the Letter of Credit shall be the Deposit for all purposes under this Agreement and shall be held in escrow by Escrow Agent in accordance with the terms of this Agreement. AR TI CLE III TITLE AND SURVEY Section 3.1 Evidence of Title. Simultaneously with execution of this Agreement, Seller, at its sole cost and expense, shall furnish to each of Buyer and Buyer's counsel, a copy of its existing commitment for issuance of a title insurance policy for the Property, (the "Seller's Title Commitment"). The Seller's Title Commitment, together with a computerized title update (the "Update") to be performed by Buyer or Buyer's counsel shall show and evidence that title to the Property is in the name of Owner and that Owner's title is marketable and insurable, subject only to the Permitted Exceptions (as hereinafter defined). The Seller's Title Commitment and the Update shall be sufficient to permit Seller's title underwriter, through its agent Carter & Thomas, to issue a title insurance commitment (the "Commitment") in favor Buyer, in form and content reasonably acceptable to Buyer. It is acknowledged and agreed that Carter & Thomas shall serve as Title Agent (the "Title Ae:ent") under this Agreement and Attorneys' Title Insurance Fund, Inc. shall serve as Escrow Agent. At Closing, Buyer shall receive a credit against the Purchase Price in an amount equal to ONE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($1,500.00) to offset Buyer's present or future expense in attempting to obtain a release of the reservations listed as Items 2 and 3 on Exhibit "C" attached hereto. At Closing, Title Agent shall be unconditionally committed to deliver to Buyer an ALTA Owner's Policy of Title Insurance - 1970 (the "Title Policv") (or an updated duly executed "marked up" Commitment) issued by Title Agent with all pre-printed standard exceptions deleted, dated the date and time of the recording of the Deed (as hereinafter defined) and in the amount of the Purchase Price which insures Buyer as owner of marketable fee simple title to the Property, subject only to the Permitted Exceptions. Section 3.2 Survev. Buyer acknowledges that Seller has previously provided Buyer with a survey of the Property. Within thirty (30) days after the Effective Date of this Agreement, Buyer, at Buyer's expense, may have such survey updated or cause to be prepared a new survey and legal description of the Property, certified without qualification to Buyer and any other parties designated by Buyer, prepared and sealed by a Florida licensed surveyor or engineer (such updated surveyor original survey to be obtained by Buyer shall be referred to in this Agreement as the "Survev"). The Survey shall comply with Chapter 472, Florida Statutes, as well as the Minimum Technical Standards of Chapter 61G17-6, Florida Administrative Code, as amended, for Land or Boundary Surveys, as defined therein and shall certify compliance therewith. Section 3.3 Obiections to Title or Survev. If the Commitment and/or the Survey reflects that the status of title to the Property (a) is not marketable and insurable, (b) contains exceptions to title other than the Permitted Exceptions, (c) discloses any encroachments, overlaps, easements or rights-of-way, or any other title matter not approved by Buyer, or (d) which adversely affects any portion of the Property such that Buyer cannot construct its intended improvements, then Buyer shall notify Seller of any and all objections to same in writing within ten (10) days after the date on which Buyer receives the Commitment or Survey, whichever is later. Any such objection by Buyer shall be deemed a "Title Defect," whether shown in the Surveyor disclosed in the Commitment. Buyer shall also have the right to object at any time to any Title Defect occurring or becoming known to Buyer subsequent to the date of effectiveness of the Commitment, whether by virtue of an update to the Commitment or as indicated on an updated Surveyor otherwise. Seller shall have a period of time not to exceed sixty (60) days after receipt of Buyer's "notice of title defect" to cure same to the reasonable satisfaction of Buyer. Seller agrees that it will use due diligence and its best efforts to cure any Title Defect, including the bringing of 3 (. , necessary administrative proceedings or law suits. If Seller shall fail or refuse to comply with any such requirement to cure a Title Defect, then, at the option of Buyer, Buyer may (i) terminate this Agreement, but retain all of its remedies set forth in Section 12.2 of this Agreement, or (ii) proceed to Closing without satisfaction of Buyer's objection(s), although Closing shall not extinguish Buyer's remedies set forth in Section 12.2 of this Agreement. Each of the "Investigation Period" (as hereinafter defined) and the Closing Date pursuant to this Agreement shall be extended for a period of time commensurate with the amount of time required by Seller to cure a Title Defect pursuant hereto. Section 3.4 Existing- Mortg-ag-es. If any mortgage presently encumbers the Property, Seller shall be required to satisfy or release such mortgage(s) with respect to each portion of the Property prior to or at Closing, and any cash due Seller at Closing may be paid to the holder of any mortgage in order to satisfy or release such mortgage(s). Seller represents and warrants that no existing mortgage contains any provision which would prohibit the satisfaction or release of such mortgage(s) at the Closing. Not less than five (5) days prior to the Closing, Seller shall cause to be delivered to Buyer's counsel a written estoppel letter and in the event of a non-institutional lender, an executed satisfaction of mortgage(s) in escrow in recordable form from the holder of any such mortgage. The estoppel letter shall set forth and confirm the amount (including any per-diem rate of interest, accrued interest, late penalties and prepayment penalties) which will be required to be paid at the Closing in order to satisfy or release such mortgage(s), and indicate place and method for payment. Section 3.5 Permitted Exceptions. The Property shall be conveyed to Buyer, subject only to certain exceptions to title (hereinafter collectively called the "Permitted Exceptions"), which are comprised of those matters set forth in Exhibit "C" attached hereto. AR TI CLE IV INVESTIGATION OF PROPERTY Section 4.1 Rig-ht of Entry. Commencing as of the Effective Date and continuing for a period of forty-five (45) days thereafter (hereinafter called the "Investhcation Period"), Buyer, including all agents, contractors, consultants, representatives and other persons designated by Buyer, shall have the absolute right, without notice, to enter on any portion of the Property for the purpose of investigation, discovery and testing of the Property, including, without limitation, surveying, soil testing and boring, hydrological studies, environmental studies, or any other testing Buyer determines to be necessary or appropriate, and to obtain all internal approvals for the transaction described herein. Seller agrees to provide Buyer with its full cooperation in regard to Buyer's efforts to obtain all appropriate or relevant information concerning the Property and Seller. Provided Buyer has not terminated this Agreement or defaulted hereunder, this right of entry, as well as all rights provided to Buyer in this Section 4.1, shall continue unabated through Closing. Seller hereby designates Buyer as its agent for conducting inspections of the Property pursuant to Paragraph (C) of the Addendum to Seller's Contract. Buyer shall use reasonable efforts to deliver 24 hours' oral or written notice to Seller prior to entry onto the Property in order to allow Seller to obtain permission for entry onto the Property from Owner in accordance with the Seller's Contract. Notwithstanding the foregoing, Seller acknowledges and agrees that Buyer does not have control over the schedule of the parties who will conduct the inspections on behalf of Buyer and that Buyer shall have no liability for changes in such party's schedule. Section 4.2 Prooertv Documents. Buyer acknowledges and Seller represents that Seller has previously furnished Buyer with all information concerning the Property which Seller currently possesses and Seller shall continue to furnish to Buyer all information concerning the Property which Seller acquires possession of subsequent to the Effective Date, including, but not limited to, copies of all correspondence from Seller to Owner and from Owner to Seller under the Seller's Contract (including all prior and future correspondence. to be provided to Buyer within one (1) business day following the giving or receipt thereof by Seller). Seller shall assign all of its rights to Buyer in regard to the Property Documents (as hereinafter defined) in accordance with the terms of this Agreement if requested by Buyer, including, but not limited to plans, plats, existing surveys, zoning and land use information, contracts, soil tests or reports, environmental tests or reports, engineering studies, soil boring tests, environmental assessment reports, inspection reports, appraisals, feasibility studies, landscape plans, site plans and all other governmental and quasi. governmental applications, approvals, consents and authorizations relating in some fashion to the Property. All of the information which has been furnished or which shall be furnished subsequent to the Effective Date under this Section 4.2 shall collectively hereinafter be referred to as the "Propertv Documents." Seller shall assist 4 Buyer in obtaining any documentation related to the Property upon receipt of Buyer's written request thereof. Seller hereby represents and warrants that all of the information contained in the Property Documents is true and correct in all material respects and fairly and accurately reflects the condition or statement of facts reported to be described or represented thereby. Seller shall assign to Buyer all of its right, title and interest in and to the Property Documents and deliver all of the original Property Documents, and Seller's Permits and Contracts, to Buyer not later than the Closing Date (as hereinafter defined). If the Property is not conveyed by Seller to Buyer at the election of Buyer or as a result of "Buyer's Default" (defined in Section 12.1 hereof), then Buyer shall promptly return to Seller upon such election or upon Buyer's Default any of the original Property Documents previously delivered by Seller to Buyer. Section 4.3 Rilrht of Cancellation. Buyer shall have the absolute and unqualified right to terminate and cancel this Agreement at any time during the Investigation Period for any reason whatsoever, conditioned on Buyer exercising such right by delivering written notice to Seller, pursuant to Article X of this Agreement, reflecting Buyer's decision to cancel, which notice must be received by Seller not later than 5:00 p.m. E.S.T. on the day the Investigation Period expires (if not a business day, then it shall extend to 5:00 p.m. E.S.T. on the next business day). Upon any such cancellation, the Deposit, together with all interest earned thereon, shall be returned promptly to Buyer, and this Agreement will be terminated and canceled in all respects and neither Buyer nor Seller will have any further rights or obligations hereunder, except for Buyer's obligation to return the Property Documents pursuant to Section 4.2 above to Seller and those rights and obligations which are intended to survive termination to survive termination of this Agreement. ARTICLE V REPRESENTATIONS AND WARRANTIES Seller represents and warrants to Buyer, as true and correct to the best of Seller's knowledge and information both on the date hereof and throughout the period of time until and through the Closing that: Section 5.1 Violations. Litigation and Adverse Information. There has been received no notice or knowledge of: (i) violation of any law, statute, ordinance, order, regulation, rule, restriction or requirement of any governmental or quasi- governmental agency or tribunal pertaining to or affecting any portion of the Property; (ii) suit or proceeding pending or threatened affecting Seller or any portion of the Property in any court or before any governmental or quasi-governmental agency or tribunal which would in any manner impair Seller's ability to perform its obligations under this Agreement or impair Buyer's ability to own, develop, and sell or lease the Property in a timely fashion; or (iii) other fact or condition, which would have an adverse effect upon the Property or its value which has not been disclosed in writing to Buyer as of the date hereof. Section 5.2 Ownership and Parties in Possession. Owner owns marketable fee simple title to the Property and there are no parties in possession of any portion of the Property whether as lessees, tenants-at-sufferance, trespassers or otherwise except the horse stable tenants (the "Existinsr Tenants"), whose interest in the Property Seller shall terminate prior to Closing. . No "person," as such term is defined in Section 1.01(3), Florida Statutes, has any right, claim or interest in the Property or any portion thereof, arising out of adverse possession, prescriptive rights, or otherwise. The Property is not now nor has it ever been the principal residence or homestead of any of the Sellers, as defined under the laws of the State of Florida. Seller and Buyer acknowledge and agree that the Closing is contingent upon Seller acquiring fee simple title to the Property prior to or at Closing. In the event that Seller acquires fee simple title to the Property prior to Closing, then Seller shall provide Buyer with a copy of the recorded deed for the Property from Owner to Seller within one (1) business day of recording such deed. If Seller does not acquire title to the Property pursuant to Seller's Contract, then the provisions of Article XII of this Agreement shall apply. Section 5.3 Prior Aoolication or Commitments. There are no applications or commitments to any governmental or quasi-governmental agency or utility which would affect the Property which has not been disclosed in writing to Buyer. Section 5.4 No Liens. No work has been performed or is in progress upon, and no materials have been furnished to, the Property or any part thereof, which might give rise to any mechanics, materialmen's, or other 5 liens against the Property. There are no special assessments, pending or certified, which may now or hereafter become an obligation of Buyer, monetary or otherwise. Section 5.5 Environmental Condition. Based upon the Phase I environmental assessment report prepared by GFA International dated August 10, 2004, a copy of which has been previously provided by Seller to Buyer, to the best of Seller's knowledge there is not any: (i) presence of any "Hazardous Substance" (hereinafter defined) above, below, on, or within the Property; (ii) present or past generation, recycling, reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substance on the Property; or (iii) failure by Seller or any former owner of the Property, to the best of Seller's knowledge, to comply with any applicable local, state or federal environmental laws, regulations, ordinances or administrative or judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport andlor disposal of any Hazardous Substance. As used herein, the term Hazardous Substance means any substance or material defined or designated as a hazardous or toxic waste, material or substance, chemical contaminant, or other similar term, deemed to be such by any federal, state or local environmental statute, regulation or ordinance presently or hereafter in effect, as such statutes, regulations or ordinances may be amended from time to time. Section 5.6 FIRPT A. Seller is not a "foreign person," as defined by Section 1445 of the Internal Revenue Code, and shall comply with all requirements imposed by the Internal Revenue Service in regard to same. Section 5.7 Title to Property. Neither Seller nor Owner will cause, permit or suffer any act to be performed or not performed, the result of which will cause any lien, encumbrance or cloud upon Seller's title to the Property such that Seller shall be unable to convey title to the Property to Buyer in accordance with Section 7.3 hereof. Section 5.8 Chane:es to Documents. Neither Seller nor Owner shall terminate, modify, amend or waive any provision of any lease, contract (including, without limitation, the Seller's Contract), permit, agreement, or any other document previously provided, or to be provided, to Buyer in accordance with this Agreement, or any benefit or entitlement described in this Agreement to be conveyed to Buyer, without the prior written consent of Buyer, except for the Existing Tenants whose tenancies shall be terminated prior to Closing by Seller. Section 5.9 Bankruptcv. Seller, as well as any of its subsidiaries or parent companies, shall not be involved, whether voluntary or otherwise, in any bankruptcy, reorganization or insolvency proceeding, except as a creditor of a bankrupt estate. Section 5.10 Authoritv of Seller. Each of the Sellers has the lawful right, power, authority and capacity to bind Seller to the terms hereof and consummate the transactions contemplated by this Agreement, pursuant to the terms, provisions and conditions of this Agreement. Section 5.11 AlITeement Does Not Violate Outstandine: AlITeement or Law in Ree:ard to Seller. The execution and delivery of this Agreement and the Seller's Contract and the consummation of the transaction contemplated hereby and under the Seller's Contract will not result in any violation of or default under any agreement to which Seller is a party or by which Seller's assets are bound, or any law, order, rule, regulation, judgment, writ or decree issued against or imposed upon Seller. Section 5.12 Seller's Contract. Attached hereto and made a part hereof as Exhibit "D" is a true, correct and complete copy of the Seller's Contract, together with all addenda and amendments thereto. The Seller's Contract is in good standing and shall remain continuously so through the Closing Date and there has not occurred any event of default thereunder nor has there been a failure of any event to occur which but for the passage of time would be a default thereunder. All representations and warranties of Owner in the Seller's Contract are true and correct as of the date hereof and Seller is not aware of any fact or circumstance which but for the passage of time would make such representations and warranties untrue or incorrect. Seller shall indemnify and save Buyer harmless from and against any and all 6 loss, liability, damage, penalties or judgments, any and all actions, suits, proceedings, claims, demands, assessments, costs and expenses, including, without limitation, legal fees and expenses through all appeals, incurred as a result of a breach of Seller's obligations under the Seller's Contract. The foregoing obligation of Seller to indemnify Buyer shall survive termination of this Agreement. All representations and warranties by Seller in this Agreement shall be true and correct as of the Effective Date hereof and shall be construed as continuing representations, warranties and agreements which shall survive the Closing of the transaction described herein. Should Seller breach any of the foregoing representations and warranties, Buyer shall, at its option, proceed with any of those remedies available to Buyer under Section 12.2 hereof. AR TI CLE VI CONDITIONS PRIOR TO CLOSING Section 6.1 Seller's Actions Prior to Closing-. Commencing as of the Effective Date and continuing for the entire period in which Seller has any legal or equitable interest in the Property, or any portion thereof: (A) Seller shall cooperate fully with Buyer, including providing of access, during the Investigation Period, and at all times thereafter prior to the Closing, pertaining to Buyer's investigation of the Property, as well as the obtaining of necessary consents and approvals for the development, construction and operation of the Project; (B) In the event Buyer seeks application or request to any governmental authority which requires the joinder or consent of Seller or Owner for the purpose of obtaining any permits, approvals, consents, plats, variances, waivers, easements or rights-of-way, or declarations, Seller agrees to join in, consent to, and execute all of such documents, including all applications and requests, and pursuant to Paragraph 18 of the Seller's Contract, Seller shall obtain Owner's joinder to, consent to, and execution of all of such documents, including all applications and requests; (C) Subsequent to Seller's acquisition of the Property, Seller shall not cause, permit or suffer any signs to be placed on any portion of the Property. Subsequent to Seller's acquisition of the Property, Buyer is permitted to construct or place on any portion of the Property advertisement or other signage, selected by Buyer, provided such advertisement or signage is in compliance with applicable law, proper liability insurance reasonably acceptable to Seller is obtained by Buyer, and Seller is indemnified for any demands, claims or losses as a result of such signage. (0) Subsequent to Seller's acquisition of the Property, Seller shall permit Buyer to locate construction and/or sales trailers or other facilities on the Property, provided the placement of the trailers or other facilities comply with all applicable laws, proper liability insurance reasonably acceptable to Seller is obtained by Buyer, and Seller is indemnified for any demands, claims or losses as a result of such trailers or other facilities. (E) Seller shall, simultaneously with its execution of this Agreement, deliver to Buyer a letter of authorization for Buyer to act on behalf of Seller in obtaining any and all approvals, permits, authorizations or other documentation in connection with the Governmental Approvals or the development of the Property, which letter of authorization shall be substantially in the form attached hereto as Exhibit "E". AR TI CLE VII CLOSING Section 7.1 Closing- Date. Subject to the terms and conditions of this Agreement, and unless otherwise extended by the terms of this Agreement, the Closing shall occur on November 8, 2004 (the "Closiml Date"). Notwithstanding the foregoing, Buyer shall have the right, but not the obligation, to accelerate the Closing Date, provided ten (10) days prior written notice is delivered to Seller (A) Extension of Closing- Date. Buyer shall have the right to extend the Closing Date for two (2) additional periods of thirty (30) days each (the "Extension(s)"). The right of Buyer to exercise the Extension(s) is conditioned upon: (i) Buyer providing notice to Seller of Buyer's intention to extend the Closing Date, which notice must be received by Seller at least five (5) days prior to the Closing Date then being extended as may have been previously extended, and (ii) Buyer delivering to Seller the sum of $10,000.00 for each Extension the Buyer exercises simultaneously with providing such notice of extension to Seller ("Extension Denosit(s)"). Upon receipt of the foregoing, Seller shall likewise extend the Closing Date under the Seller's Contract by remitting the Extension 7 Deposit to Owner in accordance with the terms of the Seller's Contract. Each Extension Deposit shall not be refundable to Buyer, except in the event of a default by Seller under this Agreement as described in Section 12.2. Buyer shall have the right, but not the obligation, to accelerate the Closing Date calculated hereby, provided ten (10) days prior written notice is provided to Seller. Section 7.2 Place of Closing. The Closing shall commence at 10:00 a.m. at Seller's counsel's office, unless Seller otherwise notifies Buyer no later than three (3) days in advance of a different location in Miami-Dade, Broward or Palm Beach County, Florida. Seller and Buyer agree to reasonably cooperate in scheduling the Closing so as to enable the transaction under this Agreement to coincide with Seller's acquisition of the Property in accordance with the terms of the Seller's Contract. Section 7.3 Expenses of Closing and Prorations. (A) Taxes. At the Closing contemplated hereunder all ad valorem real property taxes for the Property will be prorated as of the Closing Date based upon the maximum discount for early payment. If the tax bill for the current year has not yet been issued, tax prorations will be based upon the prior year's tax bill, subject to reproration at the request of either party when the current year's tax bill is issued. (B) Recording Fees. Seller and Buyer shall equally split the cost will for state documentary stamps to be attached to the "Deed" (as hereinafter defined), and Buyer shall pay for the cost of recording the Deed. (C) Title Policv and Survev. Seller will pay the cost of providing the Commitment and the premium for the Title Policy. Buyer will pay the cost of the Survey, as set forth in Section 3.2 hereof. (0) Convevance of Title. At Closing, Seller will convey fee simple title to the Property or any of the portions thereof, to Buyer or its assignee by Statutory Warranty Deed (the "Deed"), which is good, marketable and insurable, subject only to the Permitted Exceptions set forth in Section 3.5 hereof. At Buyer's election, separate Deeds shall be used by Seller in conveying common area parcels if any to Buyer or its nominee, if reasonably determined by Buyer to be necessary in connection with Buyer's development of the Property. (E) Governmental Liens. Prior to Closing, Seller will satisfy and pay all outstanding certified governmental and municipal improvement liens and special assessments and at the time of Closing Buyer shall assume all pending governmental or municipal improvement liens. (F) . Buver's Loan Costs and Fees. Buyer shall pay all costs and fees incurred in connection with any loan obtained by Buyer in order to finance its acquisition of the Property, including, but not limited to, all documentary stamp taxes, intangible personal property taxes on any mortgage and note executed in connection therewith and all mortgagee title insurance premiums. The provisions of this Section 7.3 shall survive the Closing of this transaction, or the earlier termination of this Agreement. Section 7.4 Documents for Closing. Prior to or at the time of Closing, the parties will execute and provide any and all documents necessary to effectuate the terms, conditions and intent of this Agreement. Seller shall execute and deliver each of the following: (A) The Deed, in recordable form, conveying good and marketable title to the Property, subject to only the Permitted Exceptions; (B) An Mfidavit executed by Seller, attesting to the absence of any liens, parties-in- possession, or other claims, which is also sufficient to insure the "gap"; (C) An Assignment executed by Seller evidencing the transfer and assignment of all Seller's benefits and entitlements hereunder, including Seller's Permits and Contracts, as each is described in Article I hereof, as well as all other leases, contracts, licenses, agreements or other documents, which are in effect as of the Closing Date; (D) A Certificate of Seller to the effect that the representations and warranties of Seller contained in this Agreement are true and correct on and as of the Closing Date; (E) Original executed satisfaction or partial release of mortgage and the note secured thereby, as applicable, pertaining to any and all mortgages now encumbering any portion of the Property; 8 , , (F) . FIRPTA Affidavit; (G) A Closing Statement, signed by Buyer and Seller. All of the documents executed by Seller which are to be delivered to Buyer at the Closing will be duly authorized, legal, valid and binding obligations of Seller, which, at the time of Closing, will be sufficient to convey title (if they purport to do so), and do not, and at the time of Closing will not, violate any provisions of any agreement to which Seller is a party or to which it is subject. The parties agree to execute any other document, following Closing, as reasonably necessary to effectuate the intent of all terms and conditions set forth in this Agreement. The parties agree to furnish each to the other all proposed closing documents at least three (3) days prior to the Closing Date. ARTICLE VIII REAL ESTATE BROKERS Section 8.1 Brokerae:e-Professional Service Fee. The parties each represent to the other that there are no real estate brokers, salespeople, finders, or consultants, who are or were instrumental in the negotiation and/or consummation of this transaction. Except for Calco Development Corporation, Inc., and The Knight Group, LLC, a Florida limited liability company (the "Broker") which shall be paid a brokerage commission equal to three (3%) of the gross selling price (the "Brokera2'e Fee"). The Brokerage Fee shall be earned by the Broker and payable by Seller only upon the Closing being consummated and in no other event. Seller shall be responsible for payment of the entire Brokerage Fee hereunder. Section 8.2 Indemnitv. Seller and Buyer agree to indemnify and hold the other harmless from and against any and all costs or liabilities, including reasonable attorneys' fees, for brokerage or professional service fees claimed by any broker employed or claiming to have been employed by one of the parties. Notwithstanding the foregoing, in no event shall Buyer be obligated to indemnify Seller for any costs or liabilities arising from professional and/or brokerage fees owed to the Broker. The indemnification provided hereunder shall be applicable to any party claiming that it is owed a fee or other form of compensation due to or arising out of this Agreement. This Section 8.2 shall survive the Closing of this transaction, or the earlier termination of this Agreement. AR TI CLE IX ESCROW Section 9.1 Escrow Ae:ent. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Deposit, including any monies, or documents which it holds, or as to whom same are to be delivered, the Escrow Agent will not be obligated to make any delivery, but in such event, may hold same until receipt by the Escrow Agent of an authorization, in writing, signed by Seller and Buyer directing the disposition of same, and in the event either party would be entitled to the Deposit, or other monies or documents held by the Escrow Agent, the parties agree to forthwith execute such joint written authorization upon the request of any party hereto. In the absence of such authorization, the Escrow Agent may hold the Deposit, or other monies or documents in its possession until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun and diligently continued, the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit said funds or documents in court, pending such determination. The Escrow Agent shall not be responsible for any acts or omissions of Escrow Agent, unless same are a result of the gross negligence, willful misconduct or fraud of such party. Otherwise, provided Escrow Agent acts in accordance with this Agreement, the Escrow Agent shall have no liability following the delivery of any funds or documents which the Escrow Agent holds pursuant to this Agreement. If the Escrow Agent elects to bring an appropriate action or proceeding in accordance with the terms of this Section 9.1, then the Escrow Agent shall be entitled to recover all of its reasonable attorney's fees and costs incurred in connection with the action from the party not entitled to receive the Deposit or other monies or documents as determined by a court of competent jurisdiction. Section 9.2 Indemnitv. The parties agree that they will hold the Escrow Agent harmless from and indemnify it against any costs or liabilities, including reasonable attorneys' fees, resulting from any action brought against Escrow Agent, unless due to Escrow Agent's willful misconduct, gross negligence, or fraud. The provisions of this Section 9.2 shall survive the Closing of this transaction, or the earlier termination of this Agreement. 9 ARTICLE X NOTICE Section 10.1 Notice and Addresses. All notices required or desired to be given under this Agreement shall be in writing and either (i) hand. delivered, (ii) sent by certified mail, return receipt requested, (iii) sent via Federal Express or similar overnight service, or (iv) sent via telecopy, so long as notice is also provided through either method (i), (ii) or (iii) as herein described. All notices shall be addressed to the party being noticed, and shall be deemed to have been given (i) when delivered, if by hand delivery, (ii) three (3) business days after deposit in a U.S. Post Office or official letter box, if sent by certified mail, (iii) one (1) business day after timely deposited in a Federal Express or similar overnight service depository, or (iv) upon confirmation of receipt by sender if sent via telecopy. All notices shall be delivered or sent prepaid for the specified service by the party giving notice, and shall be addressed as follows: SELLER: ARTURO SCROGGIE ROGER DE CAPITO 10 SE 1st Avenue 2nd Floor Delray Beach, Florida 33444 RICHARD YUSEM 389 Oregon Lane Boca Raton, Florida 33487 Copy To: DONALD J. THOMAS, ESQ. 1200 N. FEDERAL HIGHWAY, SUITE 312 BOCA RATON, FL 33432 Telecopy No.: (561) 368.0293 BUYER: NEW URBAN COMMUNITIES CORPORATION 398 N.E. 6th Avenue Delray Beach, Florida 33483 Telecopy No.: 561-272.3951 Attn: Timothy L. Hernandez Copy To: HOLLAND & KNIGHT LLP One East Broward Boulevard Fort Lauderdale, Florida 33301 Telecopy No.: 954.463.2030 Attn: Jonathan S. Marcus, Esq. ESCROW AGENT: ATTORNEYS' TITLE INSURANCE FUND, INC. 340 Columbia Drive, Suite 106 West Palm Beach, Florida 33409 Telecopy No.: (561) 640-9387 or to any other address hereafter designated by any of the parties, from time to time, in writing and otherwise in the manner set forth herein for giving notice. Section 10.2 Attornevs. The respective attorneys for Seller and Buyer are hereby authorized to give any notice pursuant to this Agreement on behalf of their respective clients. AR TI CLE XI CONDEMNATION AND MORATORIUM Section 11.1 Condemnation. If, prior to the Closing hereof, all or any material or significant portions (material or significant portions shall mean that that which causes the loss of twelve or more residential dwellings which Buyer anticipates building on the Property) of the Property is taken by eminent domain or is the subject of a pending taking which has not been consummated (hereinafter collectively referred to as a "Takinll"), Seller shall notify Buyer of such fact, and Buyer shall have 10 the option to either (i) terminate this Agreement upon notice to Seller given not later than fIfteen (15) days after receipt of Seller's notice, or (ii) proceed with the Closing in accordance herewith. Buyer shall have the right, but not the obligation, to contest and negotiate the amount of money offered for such Taking, as well as any of the terms related thereto. If this Agreement is terminated as aforesaid, the Deposit and all Extension Deposits paid by Buyer shall be returned to Buyer, together with any interest earned thereon, and neither party shall have any further rights or obligations to the other hereunder (except for any matters which specifically survive termination of this Agreement). If Buyer has not elected to terminate this Agreement as aforesaid, or if the Taking does not cause the loss of twelve or more residential dwellings which Buyer anticipates building on the Property, Seller agrees to assign to Buyer at Closing all sums which are to be awarded for the Taking. Buyer shall thereafter be entitled to receive and keep any awards for such Taking by eminent domain. ARTICLE XII DEFAULTS Section 12.1 Buver's Default. In the event of any default by Buyer ("Buver's Default"), including the failure of Buyer to close this transaction, the parties acknowledge it would be impossible to ascertain the amount of damages suffered by Seller, and therefore the parties agree that in the event there is a Buyer's Default, the portion of the Deposit previously paid by Buyer to Escrow Agent as of the date of such Buyer's Default shall be paid to and accepted by Seller, together with the portion of the Deposit previously paid to Seller, as full and liquidated damages and as Seller's sole and exclusive remedy and each of the parties shall thereafter be released of any further liability or responsibility hereunder, except for Buyer's obligation to return the Property Documents to Seller, in accordance with Section 4.2 hereof. Section 12.2 Seller's Default. In the event of any default by Seller ("Seller's Default"), Buyer shall be entitled: (i) to terminate this Agreement and receive a refund of the Deposit and all Extension Deposits paid under this Agreement and to also seek monetary damages against Seller as a result of the Seller's Default, or (ii) to seek specific performance of this Agreement. For all purposes under this Agreement, a refund of the Deposit to Buyer shall include all portions of the Deposit previously paid by Buyer, whether paid to Escrow Agent or Seller. A default by Seller under this Agreement shall be deemed to have occurred if (a) any representation or warranty of Seller contained in Article V hereof is not true or becomes untrue whether discovered prior to or after Closing; (b) performance of any item under this Agreement and/or the Seller's Contract by Seller shall be unfulfilled within the time specified for such performance; (c) Seller fails to Close this transaction for any reason whatsoever on a date required under this Agreement; (d) a default by Seller under the Seller's Contract, including, but not limited to, the Seller's failure to close the transaction described in Seller's Contract for any reason whatsoever while the Owner is not in default under Seller's Contract; or (e) Seller terminates, modifies, amends, revises or waives any provision of the Seller's Contract, without notifying Buyer of the basis of such termination, modifIcation, amendment, revision or waiver and obtaining Buyer's prior written consent to the exercise of such termination, modifIcation, amendment, revision or waiver, which consent may be withheld in Buyer's sole discretion. Seller shall provide written notice to Buyer of a default by Seller pursuant to the terms of the Seller's Contract within one (1) business day of Seller becoming aware of such default. Seller shall simultaneously with said notice to Buyer, provide copies to Buyer of all default notices given by Owner to Seller in the Seller's Contract and all responses by Seller to Owner in regard to same pursuant to Section 4.2 hereinabove. In the event of a Seller default in the Seller's Contract, Buyer, at Buyer's option, shall be entitled to pursue against Seller the specific performance of the Seller's Contract, as well as pursue any rights and remedies Buyer has under the terms of this Agreement. Additionally, in the event that Seller is entitled to a return of the deposits and/or extension fees paid by Seller under the Seller's Contract, including, but not limited to, the Extension Deposits, then all such deposits and extension fees shall be paid to Buyer by Seller provided that Buyer has paid the same to Seller in accordance with the terms of this Agreement. Section 12.3 Default Bv Owner Under the Seller's Contract. In the event of any default by Owner under the Seller's Contract ("Owner Default"), Seller shall provide written notice of such Owner Default to Buyer within one (1) business day of Seller becoming aware of such Owner Default and Seller shall simultaneously provide copies to Buyer of all notices provided to Owner by Seller of the occurrence of an Owner Default. Seller shall pursue such remedies against Owner as shall be directed by Buyer in writing to Seller at any time for so long as such Owner Default shall be continuing. Additionally, for so long as such Owner Default continues, Buyer shall have the right, at Buyer's option, in Buyer's sole and absolute discretion, to terminate this Agreement and receive a refund of the Deposit, together with all interest earned thereon. 11 Section 12.4 Termination of Seller's Contract Other than bv Default Seller and Buyer further acknowledge and agree that in the event the Seller's Contract is terminated for any reason other than a default by Seller or Owner thereunder, then this Agreement shall also terminate as of the date of termination of the Seller's Contract, whereupon Buyer shall receive a refund of: (A) the Deposit, together with all interest earned thereon, and (B) all Extension Deposits paid by Buyer, and Seller and Buyer shall be released from all further obligations and liabilities hereunder. ARTICLE XIII MISCELLANEOUS PROVISIONS Section 13.1 Choice of Law and Venue. This Agreement shall be construed and interpreted under the laws of the State of Florida, without giving effect to principles of conflict of laws, except where specifically pre-empted by Federal law. Seller and Buyer agree that the proper venue with respect to any state or federal litigation in connection with this Agreement shall be held in Palm Beach County. Section 13.2 Amendments. Any amendment to this Agreement shall not bind any of the parties hereto unless such amendment is in writing and executed by Buyer and Seller. Any amendment to this Agreement shall be binding upon Buyer and Seller as soon as it has been executed by both parties. Seller agrees not to amend, modify or revise the terms of the Seller's Contract without the prior written consent of Buyer, which may be withheld in the sole and absolute discretion of Buyer. Section 13.3 Approvals and Permits. Buyer has the express right to make any applications, or seek any approvals, as are required for Buyer's anticipated ownership, development, construction, use, operation and management of the Project, and shall not be required to seek any approval by Seller to effectuate any of the foregoing. Seller shall however be a co-applicant on all such applications and at Closing Seller shall transfer and assign any and all interest in such applications or approvals in accordance with Section 7.4(C) of this Agreement. Section 13.4 Confidentialitv.. Buyer and Seller agree to use reasonable efforts to keep the terms of this Agreement confidential, except as may be reasonably necessary to divulge to such third parties as reasonably determined by each of Buyer and Seller, as applicable, including, but not limited to, each parties' respective attorneys (and all employees thereof), accountants, financial advisors, title insurance underwriters, architects, contractors, surveyors, site planners, engineers and other consultants, lenders and prospective lenders and all applicable governmental and quasi-governmental entities. Section 13.5 Entire Agreement. This Agreement, together with any exhibits attached hereto, constitutes the entire agreement between the parties and no prior written documents, and no prior or contemporary oral statements, representations, promises, or understandings not embodied in this Agreement shall be of any force andlor effect. In the event of any conflict between the terms of this Agreement and the terms of the Seller's Contract in regard to the rights and obligations of Seller and Buyer thereunder, the terms of this Agreement shall control and prevail. Section 13.6 Survival. All terms and provisions of this Agreement which are to specifically survive Closing, as well as those terms and provisions which are to survive within the context of this Agreement, shall survive Closing. Section 13.7 Litie:ation. In connection with any litigation arising out of this Agreement the prevailing party shall be entitled to recover all costs incurred, including reasonable attorneys' fees, including, without limitation, those incurred before trial, at trial, and during appellate, probate and bankruptcy proceedings. 12 Section 13.8 Assig-nment. All of the covenants, conditions and obligations herein contained shall be binding upon and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties. Buyer shall have the right to assign its rights and/or obligations in this Agreement to any party without the consent of Seller required. Seller is prohibited from selling, assigning, pledging or otherwise conveying all or any portion of its interest hereunder or in the Seller's Contract, or any portion of the Property, without the written approval of Buyer, which may be withheld in Buyer's sole and absolute discretion. Section 13.9 Heading-s. Captions and section headings contained in this Agreement are for convenience and reference only; in no way do they define, describe, extend or limit the scope or intent of this Agreement or any provision hereof. Section 13.10 Gender. All terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. Section 13.11 Possession. Possession of the Property shall be delivered to Buyer at Closing. Section 13.12 Time. For the purposes hereof, the parties agree that time shall be of the essence with respect to this Agreement, and that the representations and warranties expressly set forth herein are all material and of the essence of this Agreement. Section 13.13 Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. Section 13.14 Severabilitv. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. Section 13.15 Time Periods. The c~lculation of the number of days that has passed during any time period prescribed in the Agreement based on calendar days shall commence on the day immediately following the action or event giving rise to the commencement of the period and shall expire at 5:00 p.m. E.S.T. on the last day of the time period. Furthermore, any time period provided for herein which shall end on a Saturday, Sunday or Legal Holiday, shall extend to 5:00 p.m. E.S.T. of the next full business day. Section 13.16 Counteroarts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. To facilitate execution and delivery of this Agreement, the parties may execute and exchange counterparts of the signature page by fax. The signature of any party may be appended to any other counterparts. Section 13.17 Radon Gas. In compliance with ~404.056, Florida Statutes, Buyer is hereby made aware of the following: RADON GAS 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 UNIT. 13 IN WITNESS WHEREOF, each of the parties hereto have duly executed this Agreement as of the date and year as indicated below. WITNESSES: SELLER: /~______ By. Dated: 9 ~ >" - 0 1 Dated: ~~~. ~ CHARD YUSEM, individually Dated: <t l'"3 0 ) oL-{. BUYER: --- ion ~-----;::2- ~. By: Name: Its: Dated: ESCROW AGENT The undersigned acknowledges receipt of the Initial Deposit in the amount of TWENTY THOUSAND AND NO/lOO DOLLARS (~) and agrees to act as Escrow Agent in accordance with the terms of this Agreement. f~ d . '!t-- ~ @ESCROW AGENT: ATTORNEYS' TITLE INSURANCE FUND, INC. By: Name: Its: Dated: REAL ESTATE BROKER The undersigned acknowledges and agrees to act in accordance with the terms of this Agreement, including Article VIII hereof. BROKER: THE KNIGHT GROUP, LLC, a Florida limited liability company BY:~ J~. Knight, as its M 61'1 f} cR f1J /lo K~ , Dated: {?r 3t:J- t:J ~ : ,a.-~ C'AL. (0 08/ ~.aRp,Tr1 ~. 115 IT.) 14 (J R. 'C5 r. DEtVr- / (!J a.tJK ~ JAMG~ 1...1. ~Jr:6- tfr Pln:el 1: The South one-halfCS %) ofGovemmcnt Lol1, in Section 8. Township 4' South, Range 43 East. bcilll12 acres more or less. lyini and beinl in Palm Beach County, floriWt. Less: The South 60.00 feet o(Ciovemmenl Lot 7. Scction a. Township 4' South. Ranse 43 ElISt. Palm Beach County. Florida. less the &1125.00 fed thereof. more ptnicularl)' described U (ollows: Commcac:inJ II the SoutheaSt comer of Section 8, Townahip ..5 South. "anle 43 !.ast. Palm BCKh County, florid.; thence Soutb 88' 30' 4S. West. lIema the SOIIth line cf said Section 8, a distinct of 25.05 (at to a point on a line 1)'in125.00 teet Waf of; when measured at riabt &nlles. and parallel with the East line or said Section 8 Illcl the point of bqianing or the pllCel 10 be berein described; thence continue South as' 30' .5" WC:It, &JODI the South line of said Section S. a distIInCc of36 J .27 r,et to. point; tbmc:e North 2' 53' 24" East. . diltance of 60.' a feet 10 a point on I line JyinJ 60.00 feet North of, whea measUmt at riabt angles. and paraUel wilb the Soulh tint of said Scc:tion 8: thcucc North 8S' 30' 45" East, aIons the said paratlelliDe, a diatance of 360.59 feef to a,poim on a tine l)'inl2S.00 feet West of, when measured at riptlllaJct. and pmllcl with the East line or laI~ Section 8; thence South 2. 14' 00. Wc:st, alona the said pu;allclline. a distance of60.13 feet. to tM point orheaiuS ofthe hcrcin described parcel. Less: A trianptu partel of land for road. riaht-of-way putpOStS lying in Government Lol7 ofScction 8. Township 45 South, Ran. 4) Eat. County of Palm Beach. State of Florida. more particulQly described IS follows: For the PUJ'!)Osc ollbis description the South line of said SKtion 8 is assumed to bear Nonb 89016' 21- East and all heariDp recited hc:rcin are relative thereto. Commoncins al the Southeast comeT of said Section 8, thence South 891' 16' 21" West. alona the South line of said Section 8 I distince of 2'.05 Ccetto the cxistina West risbt-of.way line of Hash lUdiC R.oad. beinS I line 25.00 feet Welt or (as mcuurcd at riabt anales to) and parallel with the East line orthc Soulhcut one..quuter (SE 1/4) oCsaid Section a.thence North 02. $9' 3S" Eastalona said West ri&hl.of-WIY line a elistance of60.13 (cellO a point at the intmcction with a line 60.00 reel North of CIS mcuured It risht lU\gles 10) and paralJcJ with the South line of $aid Section 8 and th~ point or Page 1 of2 . , begiMing: thence continue North 02. 59' 35" Easl alonllaid ui$tinS West riaht-of-WlY line or Hip Ridge Road a distance of 17.4-1 {eet; thcntc South ..60 0,. 5811 West departing from said West riaht-oC-way line. .l1isuU1cc of 25.41 (eet to said line 60.00 (eet North orand paraDel with the South linc:of Section 8; thence Nonh 89016' 21" East .lonl said l'uaJJclline I dislance of 17,41 fHt to the point ofbeginnina. Parcel 2: CommeRCial at the Soutlu:ul comer orScclion 8, Township 45 South. ltanp 43 East, Palm BelCh Counl1, Florida; rheaec South sr 30' 45" Well. alona the South line of aid Section 8, a dlD'DCe of386J2 r. to !hI: Southwest comer oCQovemmCDt Lot 7 ohaid Sc:ction 8; thence North 2.53' 24" East alonathc West line ohaidOovcmmcl1t Lot 7.11 distan" of 60. 18 f'eet to . point on I line j>iq 60.00 rote North or. when measureclal riaht IDales, and pamlet with Ihc South tint of slid Section 8 aDd the point orbeaiMin~ thence South 880 30" 45. We.st, Ilona tho laid parallel line. I diatance of 115.50 feet to a point: tbcnCc Nonh 1. 34' 02" Eat, a distance of'1259J9 feel to the Southwest comcrotLol36, accordinl to the plat ofHish Ridsc Subdivision. IS recorded in Plat Book 22, Paso 6, in and for the public records of Palm Bac.h County. FI~da; cbcnc:c North 8S. 38' or Eut. aloDI the South line of said Lot 36. a distance of 144.~3 feel to the NoIthWOll comer of the South one-half (SVr.) of said Government Lot 7; thence South 20 53' 24" Waf. alOft' the West line orsaid CioYcmrnent Lot 7.11 distance or 1260.96 feet to .the point ofbeginninl ofthc herein described parcel: Page 2 of2 EXHIBIT "B" FORM OF LETTER OF CREDIT , 200_ LETTER OF CREDIT: LETTER OF CREDIT AMOUNT: EXPIRATION DATE: IRREVOCABLE LETTER OF CREDIT # $ ,200_ NEW URBAN COMMUNITIES CORPORATION 398 N.E. 6th Avenue Delray Beach, FL 33483 APPLI CANT: BENEFICIARY: ATTORNEYS' TITLE INSURANCE FUND, INC. 2701 Gateway Drive Pompano Beach, Florida 33069 We hereby issue our Irrevocable Letter of Credit #. INSURANCE FUND, INC. as Beneficiary. in favor of ATTORNEYS' TITLE We undertake to honor your draft or drafts at sight on us not exceeding U.S. $ accompanied by: when A sworn statement of ARTURO SCROGGIE, individually, ROGER DECAPITO, individually, and RICHARD YUSEM, individually (collectively, "Seller") that a default under the Agreement for the Purchase and Sale of Real Property dated , 2004, by and between NEW URBAN COMMUNITIES CORPORATION, a Florida corporation ("Purchaser") and Seller (hereinafter "Agreement") has occurred, that all applicable grace periods in respect thereof have expired and that Seller is entitled to be paid the proceeds of the Letter of Credit under the terms of the Agreement, or a sworn statement of a representative of Beneficiary that the Letter of Credit is due to expire within ten (10) days and Purchaser has neither replaced the Letter of Credit nor caused the expiration date of the Letter of Credit to be extended so as to continue to fulfill the deposit requirements of the Agreement. This Letter of Credit is valid until 200, and drafts drawn hereunder, when accompanied by the statements referred to above, will be honored if presented to us at our office at on or before that date. All drafts must be marked "Drawn Under Letter of Credit # _, 200 dated This Letter of Credit is subject to the to the Uniform Customs and practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500. (BANK) By: , . EXHIBIT "C" PERMITTED EXCEPTIONS 1. Taxes for the year of Closing, which are not yet due and payable. 2. Reservations in favor of the State of Florida, as set forth in the deed from Trustees of the Internal Improvement Fund of the State of Florida recorded in Deed Book 891, Page 172, as affected by that Quit Claim Deed recorded in Official Records Book 89, Page 120, Public Records of Palm Beach County, Florida (as to Parcel 2). 3. 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Ie ......,.... lie ~ ........lbrlhe ... ~ .....,,,. lIIUJflIU.....,.."., "'" aIIIaIn ... ..... hft..~ QOIMlNtM.... .11....... . ....".. .... $ ~ 10 lie In CDM's....m with . 1....-"'.,.............. ............ II........ CIIIPIhc:tclt, fIIlII -elgns. Ihe .... lie P..."..., tI11 "'1IIuIiflr the .~ A4" FwfocIIar... NPlMofGlllduaiM 1It"~1. ... .... ..,.r,.......... O"'...A. ... -1IIlQ,......t the r.......... ---_'If_Ill ....., o.n riM. WI~ ....lWlIft.... ....... hm baN, ctlllllQb, .. CIII... -- 1IlIINfta1. fsf .", 1llIIItre. .~. ...., .... ....... Mer ~ Irlatnwt III IDIIIItIClan ... Man'" ., ...., ::;::ftl.., Md hili '" I/\' ....... IItIint (AlIIl .. IInIuc:t of "'. Ind ... ~ Of en.. -Ill '''''''*- ~ ........ ft. ." ..., .."., "'If CllluId ~ in a ~~ 11M ..../"G ..,.. ..,..iRlf ht ~""'s.IIU'e 1INr...-n II "is -.......... Close. ...,.,........,............. (I) repI, eI' ......... II. ~...... ............,........ ~ -lie ClIIndlIIIA..... .. ""0 c:ondueI till'll! "....:.... .... CI:b ...... ... ... ......- _ ."".. 011I"""'" _ I ..... 81_ tnu.dIona. .,.,... dIIM!lr...... "* 10 .. .... Of..........,.., ~ ~...,.,.. 4tt~ or ..........<< -- ~ ..".,. taIufe to ..,...,... ... _. ....,~ will ClMItIIute 1C:ICIpIiIr.c. of tha................. .....,. ._In....".. ja"lIIInIIdal'l. ".......... wa~ -."'10.,., 8M MtIlen ... III...,... ........"..." UIis ClDn1rKl "",. c:re...I tMniftllotf _ Of u.., ........ "...,...., SIudv ... *JIoII\'o) .. r.e retIImlId .. &aOIew AI.,. .."..,.. .... ",lhoiIQuon tarn .. Interallea · ....~ &Ir. ..".. II ......1Mt u.. """"~ _ aUitlllle fo, ~ ..~. IncItudiq beift. utldad ..... PIIIIIir... and ---... -_Ie "'... PIDDetfy or lie ~wII" ellPl'VWd _ 1M l.....b of. well ... --- .poMI.,.... anct "" --flnIlMlrII and aht ~ ,.,~ .. ~., eucft at 01' "'.lWfrlcllol.,~, ~ ...........,_ ~itor.men'-I CllnClJUvns. ....~~ 1.Dllbll.to eu,.r. --.ftGI....nf an ......... -nv btlt.. "r~lIliofte. tel)........ Ltnfs: " WI eon...,. " fOr ... ....It 01 ......, ,.... defined II" ~. LN e, '(11) Aff/ oontiQuOut 1arI, wtlIrJt ill: ~ 01 is ~ ..lie dhlIded .., &he DWI.. 0'........ no to << ..... .... ...... ...,... w.......: ., .) Iv" ..... ~e' oonuouou. or .. ~ Ie -....; 01 ....... II N ......ed ItIo 10 tJI .... -. __I unI1I. Dr ......-..... otIBd · · ".,. fII. G8rMlOI\ ~ .-n.... a".... can.lWl Cofthat,.,..., 11IIIOII1 ~ IU.,., tbt. ,.,.,. flI' ....... ..,. tom 1IIe... an WIldt II~ ...... Uti& ~. If"'"" Ie __ WIIIIM 1M ....~ JfDlIkftd. · ... cr ochw ~ ,.... " Iu)oer will - IlIfttndrlcr ....... p-..n, ot ......lian IIWItttiIt 20 ".,. Of.. ,.... or "- noac.., CIr'lll_lWI. .., ,. dev..... r. ... OF Late: '-NEN1' IDOIWN: If 11I1 pIIribn atllle Prop.Ilw is ""l/lfCItiy ...... bJ 0IMtIy D_::~':'~ Ill' ....., -,Tf 1.1 ... · ........... ..u..c, II ......, 81. Dr' Nft /If ItIe ~ :,. lieu of ...... dornIiII ... or I an -...... .... "....-.......... .....WillIIRt~ w.m -..r. EilIW ~ ~ __ .. CO....IloJ.... netiee ID .. .. .... 10 lays hlw .....$ ... of~ noIIII:lI_, IIIMfllltli:ll ......1iII... in lICCIDfMtlCI 'lIItfl1llt CD/Iha 1M...... ~".. .., '''eawm''*'t ~., in....ee GDlftIlM1. if II\'. 'l'lTLE' .. 1I'IU!:...,., .. ~ lNrtletall Illt to .,. Pra,e", br IIiItIAory MnwW.r d.... or 1l\IetIe, IIMONI ~ 1>>, ..... -.... ~. .............. '" TIle ....... TIle NIIInae .......... ....'.GOeA to VIe p~ .1lCI1NrIl;.... ... fI..GIII.... s.... in ...",.~II.. ..,...,............. ......1Iw tile PIarilfe BIt, 1&IIitlcI., ID ani -""'V *'" ....... .....,~ IIftMtllt ..... I~ &1M Of the PltInrIJ.. !IIIl.Ii&.rluu~y ~tt.'l . ClOlIIIIle.... -....".. "".. ~I 01 ~; '"*" . ..... ZOIIIrv 8llil ~ ..,~: 011 ;I&~ IIlIIIJqI....... of ~ if... II ftO rioIlt tlI_lr): Qllfeflt lUlU; ......' Nt au,. __ ......; .,., ~ ... ....,.............. et (II ~ dOlitll1.......,. wfH. pifer ID elowinI. deWar to .... """5 CIlalae or 11II& fII lie ~ ... or... .....1IGe. ""'iIlh ftl. cae .-..,..... ill II, COIInty....re... p~ It __ '''*"'' III p~ SIc, .... .... we). .....,... uae upton (1) in PIIm ...., COUnt(."" .. (i) in 0.. c-..y. IqA._........ __... _~..............................._ ~.. ..::~ ........4, ........ j L ,_... _..._....._ _. ........"- ,,~,... ..t ~"'- ........~................u,.......t-.nn34 . ~ lIftIII "" ~... UOi AIIJ Stat'......... IlIe. All .....,. ....W\OM. .-.. 1rJ.QH '08-10-'04 17:03 FROM-~r"~~.~_!IDMAS . 01-08...." 14:32 flM1-GJlOfER &. llQ1AS . 41..........."". ,.,.ro.e :11 lOO..tl 5613680293 ~~~w ~MNU~~ ~ 5613688293 ~ L.,"" ~ ,1.1"'-, . .. 'L T-512 P05/12 U-578 PAG[ OS/l '2 T-1Ga PiS/12 U-648 PAGE 85/12 (21"'"....... e~ CIf 11II. fr.m I ...--. ...d _..... eblhc:t """ (If firm I. nOl ..... lien . ~ mult __ IlIrtlI.. .. ClOINef .... 1ft ....,. A-nl) ~ ~ .. ... eccuraIe .~ tJI'h. ~ et'eclIrIg ....10 Ifle ..~ ......... .,... _1Ie...__ 01.. conv wIllN ... Ptootnv II .IM *WI """10 ~ DeIt. ~ if ~ 3" a...cf 'lllOI.....1O ..,..., ItIell . ",., ownet'. ... .-or ~. to ... IhIl'M4 iflllftr GII ;II ,... ... ,..,." ~ ~ tor... of Ill....., ........ .... all""" in .lbmw 1CCt,..... D au,.,.. ~ IIIMI tam ,.. -- .. .,., ..... to .."., 0'..,..... eIII"" 80Ml IDgeUw lIoCVI GeiJlitt 01 .11 -..."..., ,... illllfle .., IlOIIcr Ind in 1M ..... If. ,..., ....~ II ... a".;1IIlIe Ie ..... I'*' (1) .... wi' be- "- .... ....... TIlle MItt,. wII... ...... no ... _II tD .,. tlebe CIaIi"8 011I. (bJ ........-...:.... wi' -- '" ... ....." dIGwer lllIIden 1lO", to ...,. ~'" IS _ fro", ~1Pt of_ ...... blI no ...... ""It c:IoIItlt, fit .., ....... .. mIIU lie. ~.. .1_ MIll... ao .~ .. NCII/Jt lit ....... "Db or..... ("CIftfNt....., tit CU9!111.... ....... ...... IlSaltreurea ... __ ... .. ~ ~..-.e. ....WfI............ to .~...Ihe DlrIH" cIDee 1'I......ldon on C'-ino 0* ., WiINn 10 .,... .~....,. "'1eIIef. .... ilCtoe11ll DItt .."...,. If"'" is WWMt ,. cue 1M ....... ~Ml tI'le ~ ....., .......... "'*" ....ID ."., ad...,.,..,..... 10.,.. fIM '-CelpC or .......1lOtIoe. eitNr Clllael ... c....-. M -.r. _............ _ aw.1le~. (., ......,. -urw mer, ,.,., tD c~ 0./. ... at ....... .-peMe, "-we the """rty ""~1Cf ""' Il'.",r 141I....... IlOtiaelD AlIh. --Ill. .. hrn re.lDf fI UVfV DIIItO ...... VII" c:/DIhg. vt MY ~....'* ClIt tile ",...... .'IGlNP......_ by lit PIO..ny, ,~ .11 Oller IInde ar....., ~n 01 ZGftInt "....",. M, Id ~"'1lI or ........ wIII_ IIWfId In ... .... ".,.,., II I tit ....,., ..,... __ ....... illig.... MIl .. d_PnIIned /It .CIIlIW.,. ...... .......h.) .... IIIftV DlltOfIlePrGt4Ift\t.. ~ 9t... ~ ClI~ flCI""or...... ........, gt~ -..,.r -If!........ Dr ...... - ....1reCI ty fIW ....."" UIe I".... Iaeation Ort ,,. ell'Oplll1y. UIlIen ....,., WIll". ttliI '1Ilt~ In --. MIMII.l..NtIoU. "I!~W ~TI: TIllE: Tllc "E...... Dale- vr IhIIi Concrwcr II .... __ Iltl w"lCtI the .... .. ~ pertlaa Wtiet. 0' signs .. "*' llIIr. n_.. of.. ....... ...... ...-.wbJ... ..... ~ All .... periOd' 0...... .. .... lIllIII IMt CDftl/:IIItIf 1ft lMlNat ClIp ra ......... *f' ia IMfy ,.,...... .. -=IPI SaIa*,. ......, .. ,.,. /till 1loIdIt'lJ. ... lor time ,... ""'11I81' IG -. which "" lit ~ In"..ar..,.. "aIW ""'no WI an _ 8Murcfl,. $u~ or "NOn;I'. ...... ~ ,. lie ... ... .... ~St ...,. AN an,. "'lCllla ... " .. S:ao './11. I_lime (....."" in the 00IIIIty ........ ~ 51 '-"sO" /lie .".... lIIV. ,.. NOTICD: ~ "ca willie mllde Ie.". P81tb.nd 8ro1ltl b, ftlIiI. ,'1IOn,1 _hety or eleclftlnio medI~ au,.,.. fiR.". II>> *'w. ill.., --n 1lCIIIae.. ....,. ............ ..... III r..... b'/.... c......" ....,..,. ...., ~ct.. will ...... thai ~neener "lIIf ..... ~ ..... "0 ContrIct.., .........., _ ".. .."IICJ ... IIIIC .. 11. OCIIPI.UE AGItIIMIiIm TN. ConIlIIOt is the .,,- .g....... ~ ..".,.", .....r. EIleept far It....~,.. ........ ... ,..... ., JIIlIS4InC ....,,""-41... ./M ~ Seller.,............ w......... ,. VIis Oetthct. ....--.,. till We ClnIr8ct .. not be -_ IMII '" .ding. 1iaIled.. .e.,.. b' .. ~ fo lie NuncI. srg""",,. "'*II. dOowtle.... ,.,.... In'" Cantllcl, ~ arid..... 1MlIIIeeII.,.. ~ o~ or on ,..., WIU .. ~ 1Dr" ~ IncJlIIIng ~ .,., .... .. ~... "'"~ "'lWlllUltlll\ __ ........ In ... atIedIoe . .. ~................1lIed Ie"".. " JIOlIiIioft """".C8nInIIit.. or ~ 1IWMlI1I' unerloroe..... tIIl8fMl'll. ~I'" CGf\tt"", t\) be Ur -..- - In"", P,llDIc ,...,., ,.. AlalDNMIUn; "MONa ~ ~..., ""...... CGNric:t leln..... ~ The ..". ..,.., ~, .... ......... IM1 llIlfullr or,ua Thl& tanlfllCt is h ,.._, 8f~. tIIIlIlIIIDrs.I*SOrl., -~"""'" Me ..... pi !Mer. etlltr DCrAI4. T MIl D....LIft "'oumON t1. DerAW, T: l-a Seuw IWtluIt "for 11'I) ....lIr1 otharCllan .._ of"""" ".. U..,..II.. 1ftaoIcal1". .... dIttnc 1110I\ SeIer Ilk. ....... or....... b JIIrfonIt "* C~, Bu,.r ....~ ~ to flICtiwe . ""'rn tJI--.... ..... llIlIhoUl WIIiWw ...._Io...~or..._~Mfbn..'O..._........,.".SeI..' _. .. .. lIIIlle 10 .... tar ft. U IIIlOUM lit... ~ lee. lit ... ~ "....,. .... 10 perIlIml ... C..... WIlIlin /he lme "aillllf. IlleW'IIIO .... ............~,.........,. dlOCIIe to ~ ~ _ICI.. CItpCIIIht Nid and.~ 18.......,..... dwlIag.. or ..110II... ~ 116"., ~ 11: 1M 'roller lIllII. upon ClenIand, "-M ~ 01.. lIepOIIIS ,. ~a .11... 10 .. ... (If be .. ~ among OCOpw8ing btDlctM) lip lit 1M full "_ml of tie DtOte,. h. 14. -PUJI M$CK.UTION: TIt. COMuI "'" .. 001\"'''''' lII\dIt Flott... ,.. All ~.. -ilrMI, .,.., Clr. !I'I"te.. lit ...1Ion -.;ng 014 f1I or IItIItIno to" ............I'l 01' IhiI Conna or III lIfNctI MIl e. HIIH..,.....: Cia)....... Cllnan.. .........ertt......1I& lNd..net.,..... IN lMdr. ..,.......s.u.,wilI u- 3O.)IS lIwn the II... CllfItJa; ....nda .,.. IN'" " _1IIpI1o ..... hi dlaflU" "'"""" ....~. If .... 1IiIs. lIODw Afent .1 MllIIIr ~~." ,.."... II., lien.. ...... 10 elOlllllw ~oM"a dloice ., M1ill8lkM.. II F'Io/tlfa COlIn Of '110 ~e ItNle_. -- --~~-,-_._. . -- ".. .--...-....--........- ~ "~~""'.-. ~.._....--.~... ~"."'. ~""" -... "t~r So........, "'~. All _. fl..",... fJee) 17....,. .' -- -- I.. ..... 08-10-'04 17:03 FROM-CA'--B & TOOMAS ....i f "'110#' ...",,,,.. .t.". ""J, :>1>.., ",.!.l L~J .' bY-1J8-'14 14: 33 FID'l-cAR'I' & 'Iro1A5 . ." lou.cUCl'o ~". lIIot ':III All": . .11 5513680293 BEOODIll LANDSAPi....J 56]3681293 4JIIICIO.Q ....,.... r .I>""1-'"^ .. T-512 P06/12 U-578 P~GE 0b/12 1-108 P16/12 U.648 ,._ _/.oLJ re; -: " --...... ,.J All adIe, ........: ..., .nd ...... "II ... 30 .,.. '""" ha ~" . cfiIJM.U ..... ~ 1M'" 10 .....' . IftOl\Ie Iht mdIt IhlOUglllftldiICIM. ,., ......". ,..,... ... r.aoIw 1M ....ltvwg" newel biMllng ....... in IIIe ClCIUn~ ~ .... P.....w it 1OceIH. The iUIIIna ..., not ... Ute CeIltNd ttmta at .....,. ~ ...... '* IrOVfded ftlr '" ... COIlIIlIcl. ,... ....'" .. - ....., OIl DIe lI....... .WIt olIN ftldefu eM "" CCMt 'niIlnaa of IIel Md u. ~.... ~ 0I'l .aicII1 II -- If... __ ... " u. ~. It will be ill ........ '"'" ... f** Rult. of CIIM PI'OCMIft .., ... .... WIll I'IIOMI 11II tlIaoiJY\lllo....,ed ....,. AIv1 diIplIee _ . rMl ... 1Icen... "-"'tel III ....."., 17'" ... ~ 10 ;rrbltnlllan on~ If... ....'. ......en15 '" MlIIn.1o NeofM . "11110 ...~. ThIs dlIu:Ie wlIlUMve CIIMi... Ie) ............. ....1Ul; I.....: 4ftfll1IIIIoftI1I . ..... ift wtllcl\ III"'" """'10 relOt.le a dI.. bv ,ualllMlfta It (0 M ........ medaw,*, ,..... ... ....... ~ ... .... w .. . MI.",~ III IIIlfJOR . .......... Oft Va, .,...... ........... .. 1ft .011..,." lie ... ollie ~ ArbtIIIfon AlMdefon rAM, or GIller .......,.... en "'fit,.,.. 11Ie ......111I1 eOUllrlfiwillf 1M _jlll.ft_ rlf\V. -Mitt*1I" Ill...,..... In Which 1Ie.........-e.. --- II ........ ... II .....,,....,. ~ .... .. mIIIr iliff .... cIeclllan it IaiIIIftsI an .. 11IIIII& AIbIrIIIon lid ..1ft Mr'. - ... tie ~.. of.. AM ., 011I., .....,., .... _ bV lie ...... e.tI '*'" tD Illy........ twill ~ Its 011III .... .... ..... ......... iMI... .......,.. .... ""'... ~ .. ... .......... .. ..... ........... tea rII ~ ~. MI,..,. II>> ~ IM....n...... !he..... ~. "'........ .... ~...... to ~ Will file ncq,reutliInll .,,...... ........tte.. llIItI_ 411I*II" I!ICIItOW ~IINT NfO MOKER i$'. EICIM)w AGENT; Iur<<r Ind ....... ....... CaeNw ,... 10 ..-we. __ .nI ...... fuItdlI MIl .... items In IIlIIlNw ..... ..... 10 "'1\ClI. ...."... ..... "'*' propw ~n .., tl ~.c.e wlUllIe ",,"It of .... Conhac. ~ -.....'" ........ .... 'PIe .... ... '* hcrow,.... willi" ... ..... to '" P8fNf\ IW ~ 01 escrOIM!d .Mla ID .... .. ....." ..... fie nMdeiVery Ie clUe 10 !Icrow ~ ..'" --. ." _ 0Clfthd ot' ..... .......... If EICI'OW A8IIlt.,.... 1M ~.......,........ Eeew Ate"'.., ~ .... ,..... co... '""".."'*" .... will..... -n .... ~ .... 1IId1lDSlS..... paid.... 1IIt1lCJOWlllf W. ,. ,,--Ill 1M dIIIgeiI MIl ..... a. CDUrt OOSI:J (n IIMr ,fUle ~O ~. 1M dliN .... Eaorow Ateftt... be......... ~ IoIlt _ Es-.r,...,.. __. b ___Ie. tc. ~ ADvICE: ~ UMIU1Y:.....,........ .........rer lD -"y . IlIde ..... .....1lCaC1onI1ha1 .. .......'" 1Iem.... 10 00ItSUIt "n....1Iri* ..,......... ... legar ~ (lor ~ .....~Ili6.. ~ cf~1nv Ule ... tJ.......... ....,.. oM ~ ........ ... tliInIIgIt IIwIIw ~~. lilt.).,. fbr., ,ropeny ~............. .....,..--.,... ..,.. 8CtIlIlf . ~ INI......... .... Ill". PJIMIlV lIItCI CNi& it" -4> - ~.IiOIIe.... MfIIIn .........) ~...... _... OIl.... "p1WI,t....1IoN CI' 1IlIIIflc...... ..., i~ ........ "'''0/1 .. -............ ..,. _- . .., ....., ... ........ ............ _,...,. Oftll tGft"'lMnc.I ...... tor....... Of......P"W arlllllOtl_ ..................... ............ ......... ~y wi II' II CIIID .11d ..,....... ...... .......... ....... ,.. III o. __, IncuINd ~ IJralIer ... ....... ...... dirIaIn, 9n111ad ~ ~ ClIIWlCSIIrl_ ..". ""'...... 0' 1IeIW's~ .. _.,. .. ,..,..,.. ---I DMg....... ..".,.... .....IlaI~ harndeM .~ __ BnMor... ..........,........... .... ~ ..... ..I....., .. IDea 01' ~,tc1 en f't tuwfs or..,..... mllllIIomellt 0' r.lUlllIo ..... ClDlIt...,., _.........: (I) InIIcefs ............ .. ~........ ....... qtf 11ft .... ~ lIle .... of ...... ~ ~ Q......w. 41$, F.S.. - --... NlIdrIg rlfeMr, '~""""""'" IIIlrllWllfDr. P) ......" MMlIQ~"'" by ~y __.-lit (4 '''''l ~ ~ by 1rl1...... ."...... W.....1UUIllII U NIpOI eIIIIlIr fOr.....'" WId "~1fI ... ~ ~ Thtl ,.,..,.,... WIt IKlI ...... ... of....., DltIIUW"'I$, r.. ~ ellhil pt~. D..w'" Ot.... I'. '*". "'" CoIIncL "'II ~ wilt 0Ilf\lM..... 17. ~ "n.1ialn&e1(1)'" ....."J MIll" MIow ere ~1_1emId.. a'.....'........ 4lNf lIlq~r ... I.....,.. OW ......(.) ....ed ........ pIaOWfnJ CIUII Of 11II .......1"*"...... to CJa.ing AGent: ....., .. ""''''ftd c:IDIIrlt .... 10 dlMWW .. c:.tDlIing tM U MlOUn1 tl ... ......... flea . 8l*ItIecI /rt MIlIt. ~ ......... lIIIUl 1M ,.,.. ... -.,.,. ........,. 8eIIllIefl Ole "'o~... ........... lies re.tat... ~ .... ....,. the "~""'Ift'" --- Df eucft"~ "'.-..u. CIIo8int .,.ftlwlI cIlAutu .......-v6.... . ~ bIIIGw. -- --DR III !HIS ~~.. Rf/fiII.... UICMI.. I ~.A Do ft!:S ~~OII .., E....~,... --"...,.,.. .... (for"" ~,.,.,. r B"'~_y A1w. 'hI''' .,_____ AieeI: "- ~~<~. a..ww~ J ..... r ( l~ NOt" 0(.." 0I11O~. wtI~ 15".' ft.~.. r.=..:..... ~ .- AI...,. _ ~.MlI... ,.... ,,-It_ I-+tJ,,~ 8- ~'AIII.' ---..". All....... ""-8i1. (*1 m..... ........"'...."'... ~.....~..... T-512 P07/12 U-578 ~1Abt. tI , 11 2 '02-10-' 04 17: 04 FROM-CAF'--~_~_THOMAS , f ""-WII.'1II4 14;34 mH:/ It & nms '.tfJlI."'Mtf 111:St "11...4549 5613680293 5513681293 IlQS5 L"'" n""'-FQ ~ T-1& PI?/~2 U-848 PAfE 81/e3 ADaIT1DNAI.. TERII& 'j I ~ '_. ~~~ -' I,', A_ t ~ , -:. . ~ ... I fttW .. i1......, to be . ,...., ~ COftIMCL If not f\tIIr underctDod, ....IM... of .. ......., ..,..,.... sit""''' OF'" AllDACCIII'TANCI IChtcIc If .~. 0 eu,.r NCifMd . "IIIIn fHf .,...,./tf ...***". ...te/MIlt .. '.t.., .... rMklll.'" Offer.) """"""&0,..,.,..... ~... fl. .... tit"".,. ......011.. Unl... !hit CClIWQ Is .i8r*IIiV....' ."., . cop, ........1D....,......,...18~ . Q""""'JIl.un~y la. no. IPIIe aIer .... "'"*_liIlCf ."YW'I _petit lIId ........ ..... of MIl.. - ~'-~I\ ~ A~' ~ 14'1--.... 2.~l'i.'l~,,'ft _ r/~/"'( _~~ -.: _ ... ~'" r,.- 'r-nJ'y f'rint..,,*~ ~__ _ -: .1/d..., ~...... = ..._J~"'-'W'<<" PIIIN: M*fts: Jell: - I -= Il;v~~bl~ I . nOlWk aor:ponuoa T.ID4$N: p eteIt: PIIene: F. l'IeI~ Pftllt .......: "" C>l88N; ~:. JI .. lJ ......,.... ~ oIIr lIo.....1IMl -- offer, IiIuJw 1IlUII.. or InWII "'..,.... oIMId terms.". dlhtr I _ -.. ~a III ..-'" t.ot p....... ).0 ....,~" lit... DIfer. 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