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RESOLUTION NO. R04- O~i~
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, AUTHORIZING AND DIRECTING THE CITY
MANAGER TO EXECUTE TWO PURCHASE
AGREEMENTS BETWEEN THE CITY OF BOYNTON
BEACH AND TRG-BOYNTON BEACH, LTD. FOR TWO
MARINA BOAT SL~S (B-1 AND B-2); AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City Commission, upon recommendation of staff, has deemed it to
be in the best interests of the citizens and residents of the City to enter into a Purchase
Agreement between the City of Boynton Beach and TRG-Boynton Beach, Ltd., for two Boat
Slips, No. B-1 and B-2, located at Marina Village at Boynton Beach Marina Condominium;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The City Commission of the City of Boynton Beach, Florida does
hereby authorize and direct the City Manager to execute two Purchase Agreements for the
purchase of two boat slips (B-1 and B-2) between the City of Boynton Beach and TRG-
Boynton Beach, Ltd., which Agreements are more particularly described in attached
composite Exhibit "A".
Section 2.
This Resolution shall become effective immediately upon passage.
S:\CALRESOkReal EstateLMarina Boat Slips - B 1 and B2.doc
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PASSED AND ADOPTED this I{B day of ["~t~)t ,2004.
CITY OF BOYNTON BEACH, FLORIDA
Clerk
(Corporate Seal)
S:\CAXRESO~Real EstatehMarina Boat Slips - B1 and B2.doc
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MA~INANI~LAGE AT BOYNTON BEACH MARINA CONDOMINIUM
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PURCHASE AGREEMENT
ORAL REPRESENTATIONS CANNOT BE RELIED UPON,AS CORRECTLY STATING THE REPRESENTATIONS
OF THE DEVELOPER.'
In this Agreement, the term "Buyer"and/or "Purchaser" means or refers to the buyer or buyers listed below who have
signed this Agreement. The word "Seller" and/or "Developer" means or refers to TRG-Soynton Beach, Ltd., a Florida limited
partnership,
If the first letter of a word is capitalized in this Agreement, that word will have the meaning given to it in this Agreement
or in the Declaration (as defined in paragraph l' of this Agreement).
City:
Country:
Home Phone:
'"Tht (~/-/!J n.f ,J?njf1lon :fpach
/00 6. RO(jhlon ,&ac.h ,P/vJ,
~tjl1M ~v-..( h State: Ff....
Zip Code: "'3?;1/ ~ 5-- D 3 I 0
Office Phone: 51.0 I -1 '-f d - to '3 7 ;)..
Buyer(s):
Address:
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Tax ID No.:
Fax, No.
Cellular Phone No,
E-Mail Address:
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1, / Purchase and Sale. B~r agree,s to bUY, and Seller agrees to sell (on t~Enerms-ar:ld.do'~ailid~~~t~ineEHn
this Agreement), Marina Slip No. '8 - ,...I(the "Unit"), in the proposed MARINA VILLAGE AT BO~q:Cm BEACH
MARINA CONDOMINIUM (the .Condominium"). The Unit and the Condominium are described in greater detail in the proposed
Declaration of Condominium (the "Declaratioli") establishing the Condominium. A copy'of the Declaration is included in the
bi,nder ot documents delivered to Buyer (the "Condominium Documents, ") and Buyer acknowledges rece'Of the Condominium
\ Documents on the date Buyer signed this Agreement. The total purchase price for the Unit is $ ./. tJ 0 (the:
"Purchase Price"),
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Pavment of the Purchase Price. Buyer agrees to make the following payments against the Purchase Price:
Balance
Closing
Amount
$ AJ,/Il'
$ .AI / A-
I
$ "iA
$ tV/;4
.
$ N/A
,
$ /,,~
Pavment
Due Date
Application of Reservation
Deposit (if applicable)
Upon execution of
'i this. Agreement
Initial deposit
Upon execution of
Ihis Agreement
Balance of Initial 1 0% Dep,osit
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Additiqnal Deposit
,/
. Additional Deposit
Deposits may be made by personal check (subject to clearance). The balance d4e at closing ll)ust be paid by either
cashier's check or by wire transfer of federal funds only. All payments must be made in United States funds and all checks
must be payable on a bank located in t):le COl1tinental United States. If Buyer fails to' pay any deposit on time, and Seller agrees
to accept it on a later date (which 8.eller is notooligatedto,do), Buyer will pay a late funding charge equal to interest on such
deposit at the then applicable highest lawful ratelfrom the date due until the date received and cleared by Seller.
Buyer also agrees to pay all costs and other sums required to be paid by Buyer in this Agreement (which are more particularly
described in paragraph 10 below).
3, How Buver Pavs. Buyer understands and agrees that Buyer wi)1 be obligated to pay "all cash" at c1os,ing.
This Agreement and Buyer's obligations under this Agreement to purchase the ,Unit'will not depend on whether or not Buyer
qualifies for or obtains a mortgage from any lender. Buyer will be solelY' responsible for making Buyer's own financial
arrangements. Seller agrees, however, to cooperate with any lender Buyer chooses and'to coordinate closing with such lender,
if, but only if. such lender meets Seller's closing schedule and pays Seller the proceeds of its mortgage at closing. In the event
that lender does not pay Seller these proceeds at closing, an,d, if Seller allows same (WhiChiMZ't is /t O"bligated to do), Buyer will
KURT BRESSNER
cm MANAGER ~ 11\
BOYNTON BEACH, fL' ~
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not be allowed to take possesJion ofthe Unit until Seller actually r~ceives the fur(~s and they have cleared. Notwithstanding any
cooperation provld~d by \seller, nothing herein shall be deemed to qualify or ot~erwise, condition Buyer's ob1igation to close "all
cash"on the purchase onh"~ Unit. ,f!
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Although Seller does not have to do so, if Seller agrees.to delay closing until Buyer's len(:jer is ready, or to wait for
funding from Buyer's lender until after closing, or to accept a portion of the sums due at closing In the form of a personal check,
Buyer agrees to pay Seller a late funding charge equal to interest, at the then highest applicable lawful rate on all funds d,ue
Seller which have not then been paid to Selier (and, with regard to personal checks, which have not then cleared) from the date
Seller originaliy scheduled closing to the date bf' actual payment (and, with regard to personal checks, to the date of final
clearance). This late funding charge may be estimated and charged by Selier at closing. Seller's estimate wili be adjusted after
closing based oQ actual funding and clearance dates upo,n either Seller's or Buyer's written request. In the event that Seller does
not receive immediately cleared funds at closing, Buyer 'will not be allowed to take possession of the Unit, until Seller actually
receives the funds and they have cleared. Without limiting the generality of paragraph 29 of this Agreement, the foregoing
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sentence will survive (continue to be effective after) closing.
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4. lDeposits.E{*!::ept as permitted below or/by the provisions of the Florida Condominium Act, all of Buyer's
deposits will be held in escrow'by Chicago' Title Insurance Company ("Escrow Agent"), wit!l offices at 2701 Gateway Drive,
Pompano Beach, Florida 33069, in accordance with the escrow agreement contained in the Condominium Documents. The
escrow agreement is incorporated,into this;;~greement as if repeated at length here, and Buyer agrees that the deposits may be
held in any depository which meets the requirements of the Act, including, without limitation, a financial institution chartered and
located out of the State of Florida. /
If Buyer so requests, Buyer may obtain a receipt for Buyer's deposits from the Escrow Agent. Seller may change
escrow agents (as I~ng as the, ne.w escrow agent is authorized to bean escrow agent under applicable Florida lawk'l~ which
.J;gs,e,_BJJ.y.e~s..-depQ5Its...(.af.l.d-aI+Y"IRler,QS t-aGtlJaILy_e~f,a~-0f1-themt-maY-8e-ti:a[)sfe[r:ed-tG-tl:le-f.lew...es.cLO.W ag~Q tat S~ller' s
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At\~!as~g, ali deposits not p~~viously disbursed to Selier will be released to Selier. Except where expressly
provided he~eln~~the-contrary or otherwise required by law, all interest earned on Buyer's deposits shall accrue solely
to the benefl~~f ~,~lIer, ari9shflkn~>t"be credited againstthe purchase pric,e of the Unit. No interest will be assumed to be
earned, unless In'factsaicj,.s'l:Jms are invested in an interest bearing accounl and do in fact earn interest.
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5...... ,Selle;;s FinancinQ. Seller may borrGlw money from lencters for the acquisition, development and/or
construction of the/Condominium. Buyer agrees that any lender advanci~,g-(funds for Seller's use in connection with the
Condominium will have a prior mortgage on the Unit and the Condom!l}ium/tiqtil "1 sing. At ciosing, Seller shall cause the then
applicable mortgages to be released and may use Buyer's cJ95iflg-proc~ea~ fo uch purpose. Neither this Agreement, nor
Buyer's payment of deposits, will give Buyer any li~p"0r"Cfaim~agai~'l, ib~1 Unit \;the Condominium, Without limiting th~,
generality of the foregoing, Buyer's rights UnderWI"5A~eme~,~ I b~ \ u,b~rd ~~I I '0 af~mortgages (and all modifications made
to those mort~ages) affecting the Unit, or", t"ht, ,<:~6:,.",p~dbl,'IJ' inium '1", "I~ t /se 6rtgag~,s.(mmodifications) are made' or recorded after
the date of thiS Agreement. , "",' \," \ A)} \ " /
6. Exislin 1m rove1\ ~~t~a~d(O" ~( '~tte;~.{ Because the Unit and the Condominium are substantially
complete as of the dateBuy'~r,s'igns t is Agri;lemE!otf'i$u. er ac~owledges and agrees that Buyer has inspected the Unit and the
Condominium specificall(tp')examine the dlweJl~ions of t~~\\)Jnit (to assure that Buyer's vessel will not extend outside the
boundaries of the Unit)aJ1~ to examine ~,~i:~fuensions:gf 'the Common Element waterways [and has had the opportunity to
examine the plans a~fJ._~pecificatib.n~,;q1~IMing allrc~\lnge,s thereto to date) for the UnitaR,d Condominium, all of which are
located in Seller's offices] and, bY,~~ih~i'~91hiS, Agree'hlenl, Buyer agr.e,es to accept the Unit and the Condominium in their "AS IS,
WHERE-IS" condition, subject to:;lh~-~rovislonspf paragraph ~ ~elow. .This means that Buyer has no claim against Seller for any
matters Buyer discovered (or should have discovered) ~henBlJyer inspected or had the opportunity to inspect) the Unit and
Condominium (and the plans, specificationsr~nd cQa,nges therefor). Without limiting the generality of the foregoing, Buyer
acknowledges that Seller has requested Buyer" to irlspect the condition of the Unit, generally, and al that time also to make
Buyer's own specific determinati,q~.s:as tbthe ~rea and di~i~sions of the Unit and its Limited Common Elements, if'any,
Buyer recognizes thal;'.dLring' c~,nstrUC!iRh,B~\I~r may have modified and adjusted plans and specifications for the
improvements to the Con~ominium to, reftect ongoing, 'in the field" construction needs. Because certain changes made to the
plans and specifications did not tiaveJo be rll~d with the governmental authorities at all, Buyer acknowledges and agrees that the
plans and specifications for the ,.unit ahd the ~ondo, ~nium on fil,ewith apPlic, able governmental authorities may not be identical
to those current plans and specifications availa~!~\ . ,inspection in Seller's office. In light of this, before Buyer is entitled to
assume any information available from the~ov~tnm nlal authorities in regard to plans and specifications on file with them is
correct, Buyer must first consult Seller's cpp~ of the ,plaRs and specifications (including all applicable change orders and
" revisions), Seller's copy being the only one d'1J\whiCh B~yer-may rely.
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The provisions of this paragraph 6 will continue to be' effective after (survive) closing. Nothing in this paragraph 6 shall
affect Buyer's rights, if any, under Florida Statutes, Section 718.203.
7. Inspection Prior to ClosinQ. Buyer recognizes that at the time of closing, the Unit will be prepared for use but
that Seller may still be in the process of completing the finishing details and landscaping of, other property within the
Condominium, Buyer agrees that this will not be grounds for deferring the closing, nor for imposing any conditions on closing,
NO ESCROWS OR HOLDBACKS OF CLOSING FUNDS WILL BE PERMITTED.
, Buyer will be given an opportunity prior to closing, pn(he date and at the time scheduled by Seller, to inspect the Unit
with Seller's representative. At that time, Buyer will sigh an imspection statement listing any defects in workmanship or materials
(only within the boundaries of the Unit, itsel0 which Buyer discovers. If any item listed is actually defective ij4workrmanshiP or
r,URT BflESSNER ~
Agreement CITY MANAGER i --
.2- B01N TON BEACH, Fl Jb.--
materials in .Seller's opinion (keeping in mind the construction standards applicable in Palm Beach County, Florida for similar
property), Seller will be obligated to correct those defects at its cost within a reasonable period of time after closing, but Selle~s
obligation to correct will not be grounds for deferring the closing, nor for Imposing any condition on closing. NO ESCROWS OR
HOLDBACKS OF CLOSING FUNDS WILL BE PERMITTED. If Buyer fails to take advantage of ,his right to a pre-closing
inspection on the date and time scheduled, Seller will not be obligated to reschedule an inspection prior to closing. Buyer
acknowledges that all matters pertaining to the initial construction of the Unit will be handled by Seller and -Seller's
representatives, Buyer agrees not to interfere with or Interrupt any workmen at the site of the Unit. No personal inspections
(other than the one pre-closing inspection) will be permitted. Buyer may not order any work on the Unit, other than prepaid
options or extras that Seller agrees in writing to provide, if any, until after closing. BUYER RECOGNIZES THAT SELLER IS
NOT OBLIGATED TO AGREE TO PROVIDE EXTRAS OR OPTIONS.
Buyer can examine Seller's Plans and Specifications at Seller's business office, located on site during regular business
hours by making an appointment to do so in advance,
8. Closinq Date, Seller estimates that the closing of the Unit will occur on or about the date indicated on the
last page of this Purchase Agreement, however, Buyer acknowledges and agrees, however, that this estimate is given to Buyer
for convenience only and is subject to change from time to time for any reason and without creating any liability to Buyer. Buyer
understands that Seller has the right to schedule the exact date, time and place for closing.
Before Seller can require Buyer to close, however, two things must be done:
(a) Seller must record the Declaration and related documents in the Palm Beach County public records: and
(b) Seller must obtain a temporary, partial or permanent certificate of occupancy for or covering the Unit from the
proper governmental agency (a certificate of occupancy is the official approval needed before a unit may be lived in), but, subject
and subordinate to the provisions of paragraphs 7 and 30 of this Agreement (without limiting the generality of those provisions by
(his specific reference), the Common Elements and other portions of the Condominium Property and the Common Areas of the
Master Association need not then have certificates of occupancy, nor be completed.
Buyer will be given at least ten (10) days' notice of the date, time and place of closing, except in the event that Buyer's
lender, if any, requires closing to be held on less than ten (10) days' notice, In which event, Buyer shall close upon demand of
Buyer's lender. Seller is authorized to postpone the closing for any reason and Buyer will close on the new date, time and place
specified In a notice of postponement (as long as at least 3 days' notice of the new date, time and place is given). A change of
time or place of closing only (one not Involving a change of date) will not require. any additional notice period. Any formal notice
of closing, postponement or rescheduling may be given orally, by telephone, telegraph, telex, telecopy, mail or other reasonable
means of communication at Seller's option. All of these notices will be sent or directed to the address, or given by use of the
information specified on Page 1 of this Agreement unless Seller has received written notice from Buyer of any change prior to the
date the notice is given, These notices will be effective on the date given or mailed (as appropriate). An affidavit of one of
Seller's employees or agents stating that this was given or mailed will be conclusive.
After the notice is given or mailed, and if requested in writing by Buyer, Seller will send a written confirmation of the
closing, together with a draft closing statement and other pertinent . information and Instructions. This written confirmation is
given merely as a courtesy and is not the formal notice to close. Accordingly, It does not need to be received by any particular
date prior to closing. Buyer agrees, however, to follow all instructions given In any formal notice and written confirmation. If
Buyer fails to receive any of these notices or the confirmation because Buyer failed to advise Seller of any change of address or
phone, telecopy or telex number, because Buyer has failed to pick up a letter when Buyer has been advised of an attempted
delivery or because of any other reason, Buyer will not be relieved ofBuye~s obligation to close on the scheduled date unless
Seller agrees in writing to postpone the scheduled date.
If Seller agrees in writing to reschedule closing at Buyer's request, or if Buyer is a corporation and Buyer fails to
produce the necessary corporate papers Seller requests and, as a result, closing is delayed, or if closing Is delayed for any other
reason (except for a delay desired, requested or caused by Seller), Buyer agrees to pay at closing a late funding charge equal to
interest, at the then highest applicable lawful rate, on that portion of the purchase price not then paid to Seller (and cleared), from
the date Seller originally scheduled closing to the date of actual closing. Additional late funding charges also may be imposed as
stated in paragraph 3 of this Agreement. All prorations will be made as of the originally scheduled date. BUYER
UNDERST ANDS THAT SELLER IS NOT REQUIRED TO RESCHEDULE OR TO PERMIT A DELAY IN CLOSING.
9. Closinq. The term "closing" refers to the time when Seller delivers the deed to the Unit to Buyer and
ownership changes hands. Buyer's ownership is referred to as "title". Seller promises that the title Buyer will receive at closing
will be good, marketable and insurable (subject to the permitted exceptions listed or referred to below). Notwithstanding that
Buyer is obligated to pay "all-cash" hereunder, in the event that Buyer obtains a loan for any portion of the Purchase Price, Buyer
shall have the right to obtain a title insurance commitment and policy for the Unit from its own sources rather than to receive
same from Seller, or Buyer may elect to have Seller's closing agent issue the title insurance commitment and policy, in
accordance with terms set forth in Section 10 below.
In the event that Buyer elects to obtain a title Insurance commltmentand policy for the Unit from its own sources rather
than to receive same from Seller, (i) Buyer shall provide Seller with written notice of same .five (5) business days prior to the
originally scheduled closing date, (ii) Seller shall have no obligationto providea,title insurance commitment or policy, or any
other evidence of title to Buyer and (Hi) Buyer shall, no later than. five (5) business days prior to closing (the "Objection
Deadline"), notifySeUer in writing if title is not in the condition required by this Agreement and specify in detail any defect (Le.,
any matters which make title other than in the condition pursuant to which same is required to be conveyed to Buyer), provided
that if Buyer fails to give SeUer written notice of defect(s) before the expiration of the Objection Deadline, the defects shall,
anything in this Agreement notwithstanding, be deemed to be waived as title objections to closing this transaction and Seller
Agreement
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shall be under no obllgalion w~atsoever to take any corrective..action with respecUo same, and title to the Unit "'...
subject to same. \ .
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Buyer agrees tolaccept the following two (2) documents as proof that Buyer's title is as represented above:
(a)
A written commitment, whether provided by Seller's closing agent or otherwise, from a title insurance company
licensed in Florida agreeing to issue a policy insuring title or the policy itself. This commitment (or policy) shall list any
exceptions to title. Permitted exceptions (exceptions which Buyer agrees to take title subject to) are:
(i)
(b)
Liability for all taxes or assessments affecting the Unit starting the year Buyer receives title and continuing
thereafter;
(ii)
All laws, and all restrictions, covenants, conditions, limitations, agreements, reservations and easements
recorded in the public records, which may include, without limitation, zoning restrictions, property use
limitations and obligations, easements (rights-of-way) and agreements relating to telephone lines, water and
sewer lines and other utilities, provided, however, that none of such matters shall impair the marketability of
title;
(iii)
The restrictions, covenan~s, conditions, easements, terms and other provisions imposed by the documents
contained or referred ld in the Condominium Documents (arid any other documents which Seller, in its sole
discretion, believes to be necessary or appropriate) which are recorded, now or at any time after the date of
this Agreement, in the public records;
(iv) The restrictions, covenants, terms and other provisions contained in the Declaration of Covenants,
Restrictions and Easements for the,.Marina Village at Boynton Beach recorded, or to be recorded, in the
Public Records of Palm Beach County, Florida, as amended and supplemented from time to time (the
"Ma~ter Covenants") and/or' in the Articles of!n~orporation, ~y-Laws and/o: ~UI;s ~nd R~gG1atiQ~s of the
.-_('"_Maf.IRa..\CiUa€le.at.li3oy.f.llOf.l.-Beac!:l-lv1a&ter~eI8tief1;1RG...(tbe..:Master.AssOGlatl~_ \'---_;)
(v) Hights of ingress and egress over and across any and all roads and/or sidewalks contained within The
, ,
Properlles.
Pending governmental liens as of closing (Seller wiUbe responsible, however, for certified governmental
liens or special assessment liens asof c1osing;p~ovided,however;thattotheextentthatany such certified
liens are payable in installments, Seller shall,9nlybe~~,sponsi.bl! for those inslallrrientsoueprior to closing,
and Buyer hereby assumes all installmentscomin.g du'ea~eT~loslng);
All standard printed survey exceptionscontain,d In\an,lLt~~er~title insurance' policy issued in Palm
Beach C.oun~y, Florida (the, "gapexceplidn~; \~)ld \sta~dart ~.~Geplions for parties in possession, and
construclion hens shalhbedeleted at closl~g\orotlierwlse Insured over);
Standard exceptions fbj~'water.frop;t \~~\op~it~, and artificially filled-in property which once was in navigable
waters and all other standard exce,ption~ for similar property; and
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Any matters not listed above ailong as afflrmalivetitle insurance is given forthese matterS.
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A Special Warrantv Deed, Atc1osing, Seller promises to give Buyer a special wartantydeed to the Unit. The special
warranty deed will be subject to (that is, contain' exceptions for) all of the matters described above and taxes as
described below.
(vi)
(vii)
(viii)
(ix)
Buyer will, also recei,ve at closing Seller's form of owner's ("nolien"Laffidavit,closing,agreement, and FIRPTA (non-
foreign) affidavit and an assignmenlof the exclusive use of a.. parking space. ,When Buyer receives thespecialW~rranty deed at
closing, Buyer will sign a closing agreement and all paperstn~t Seller deems reasonably necessary or-appropriate.
If Seller cannot provide the quality of title described above,Seller will have a reasonable period of time (at least sixty
(60) days) ,to correct any defects in title, but Seller is not obligated to do so. If Seller cannot, after making reasonable efforts to
do so (which shall not require the bringing of l\lwsuits ;or the payment or satisfaction of inVOluntary liens or judgments) to correct
the title defects, Buyer will have two options: \1;.
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a. Buyercan accept.,title in the condition Seller offers it (with defects) and pay the full purchase price
for the Unit with exceptions f~r su~h title matters to be contained in the special warranty deed for the Unit. Buyer will
not make any claims against Seller'because of the defects; or
b. Buyer can cancel this Agreemerirandreceive a full refund of Buyer's deposits. Seller will be
relieved of all obligations under this Agreement (and otherwise) when Seller refunds the deposits to Buyer.
At the same lime Buyer receives the special warra'nty deed, Buyer-agrees to pay the balance of the purchase price and
any additional amounts owed under this Ag(eement. Until allsUtns havebetmreceived and cleared, Seller will be entitled to a
vendor's lien on the Unit (which Buyer will grant to Seller in writing at closing at Seller's request orthereafter).
10. Costs and Fees. Buyer, understands and agrees that, in addition to the purchase price for the Unit, Buyer
must pay certain other fees and costs when the title is delivered to Buyer at closing. Theseinclud~:- 'u' ", __
KURl BRESSNER
CITY MANAGER
BOYNTON BEACH, FL
Agreement
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A "development fee" equal to one and seven tenths percent (1.7%) of the Purchase Price (and of any
charges for options or extras now or hereafter contracted for which are not included, in the Purchase Price).
This fee will be used, in part, 10 pay for the following closing costs: (i) the costs of offiCially recording the deed
in the Public Records of the County (presently, recording fees are $6.00 for the first page of an instrument
and $4.50 for each additional page, and In certain instances the County may also impose an indexing
charge), (Ii) for documentary stamp taxes payable in connection with the deed conveying the Unit to Buyer
(presently, documentary, stamp taxes are $.70 for each $100.00 of consideration, and in certain instances the
County may also impose an, indexing charge), and (i1i) for the premium on the owner's title insurance policy,
at the minimum promulgated risk rates promulgated by the Florida Insurance Commissioner (taking into
account applicable reissue rates, if any), whether obtained from Seller's closing agent, or elsewhere. The
balance of the "development fee" shall be retained by Seller as additional revenue and to offset certain of its
construction and development expenses, including without limitation, certain of Seller's administration
expenses and Seller's attorneys' fees in connection with development of the Condominium. Accordingly,
Buyer understands and agrees that the development fee is not for payment of closing costs or settlement
services (other than to the extent expressly provided above), but rather represents additional funds to Seller
which are principally intended to cover various out-of-pocket and internal costs and expenses of Seller
associated with development of the Condominium.
(b)
A working capital contribution in an amount equal to twice the monthly maintenance charge owed to the
Condominium and Master Associations, which charges are payable directly to the respective Associations to
provide them with initial capital. These contributions will not be credited against regular assessments.
These charges may change, however, if the applicable monthly assessments change prior to closing (see
paragraph 14).
(c)
A reimbursement to Seller Jor any utility, cable or interactive communication deposits or hook-up fees which
Seller may have advanced prior to closing for the Unit. The amount of this charge is now unknown.
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Reimburs ent to Seller, and/ for char es inc in connectio with coordinating
c osinq with Buver and/or Buyer's lender, including, without limitation, charges for messenger expenses, long
distance telephone calls, photocopying expenses, telecopying charges and others.
In addition, if Buyer obtains a loan for any portion of the Purchase Price, Buyer will be obligated to pay any loan fees,
closing costs, escrows, appraisals, credit fees, ,lender's title insurance premiums, prepayments and all other expenses charged
by any lender giving Buyer a mortgage, if applicable. Additionally, if Buyer obtains a loan and elects to have Seller's closing
agent issue the owner's title policy and act as "loan" closing agent as well, Buyer agrees to pay Seller's closing agent the
following: (i) the premium (at the promulgated rate) for a simultaneously Issued lender's title insurance policy, (Ii) the premiums
(at promulgated rates) for any title endorsements requested by Buyer's lender, (Iii) the agent's title examination and title
searching charges, and (iv) the costs for any other closing services related to acting as "loan closing agent".
Current expenses of the Unit (for example, taxes and governmental assessments, levies and/or use fees and current
monthly assessments of the Association and the Master Association and any interim service fee imposed by governmental
authority) will be prorated between Buyer and Seller as of the date of closing. Additionally, at closing, Buyer shall be obligated to
prepay the next month's maintenance assessment to the Association and the Master Association, If taxes for the year of closing
are assessed on the Condominium as a whole, Buyer shall pay Seller, at closing, the Unit's allocable share of those taxes (as
estimated by Seller and subject to reproration when the actual tax bill is available) for the Unit from the date of closing through
the end of the applicable calendar year of closing. If taxes for the year of closing are assessed on a unit-by-unit basis, Buyer and
Seller shall prorate taxes as of the closing date based upon the actual tax bill, if available, or an estimate by Seller (which may be
that taxes will be approximately the same as they were for the prior year), if not available, with Buyer responsible for paying the
full amount of the tax bill and Seller reimbursing Buyer for Seller's prorated share of those taxes. Buyer agrees that Seller's
prorated share of the taxes due as of closing need not be paid to Buyer, however, until the actual tax bill is presented to Seller,
and any proration based on an estimate of the current year's taxes shall be subject to reproration upon request of either party. In
addition, Buyer shall pay, or reimburse Seller if then paid, for any interim proprietary and/or general service fees imposed by any
governmental authority having jurisdiction over the Unit. This subparagraph shall survive (continue to be effective after) closing.
11. Adjustments with the Associations. Buyer understands that Seller may advance money to either, or both, of
the Associations to permit them to pay for certain of their expenses (for example, but without limitation, insurance premiums,
common element or Common Areas utility and/or cable or other interactive communication charges and deposits, permit and
license fees, charges for service contracts, salaries of employees of the Associations and other similar expenses). Seller is
entitled to be reimbursed by the applicable Association for all of these sums advanced by Seller. The applicable Association will
reimburse Seller out of initial contributions and regular assessments paid by Buyer and other owners as those contributions and
assessments are collected, or as otherwise requested by Seller. Seller also, at its election, may receive reimbursement for these
payments by way of a credit against any sums it may become obligated to pay to the Associations. No initial contributions of
purchasers to the Condominium Association may be used for such purposes, however, as long as any guaranty by Seller of such
Association's assessments is in effect.
12. Default. If Buyer fails to perform any of Buyer's obligations under this Agreement (including making
scheduled deposits and other payments) Buyer will be In "default". If Buyer is still In default ten (10) days after Seller sends
Buyer notice thereof, Seller shall be entitled to the remedies provided herein. If, however, Buyer's default is In failing to close
on the scheduled date, then Seller can cancel this Agreement without giving Buyer any prior (or subsequent)
notification or opportunity to close at a later date.
Upon Buyer's default (and the expiration of any notice period, if applicable), all Buyer's rights under this Agreement will
end and Seller can resell the Unit without any accounting to Buyer. Buyer understands that because Seller has taken the Unit off
Agreement
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the market for BU, ye, r, hfls sP, d~t money on sales, advertising, promotion and con,s :""truction and has incurred 0, ther co~ts incident to
this sale, Buyer~s defa~ltwill damage Seller. As compensation for this damage, in the event Seller cancels thiS Agr~ement
because of Buyer'S' default; Buyer authorizes Seller to keep (or if not then paidtj~,Buyer, Buyer will pay to Seller) ~II depOSits and
other pre-closing advan~, payments' (including, without limitation, those on options, extras, upgrades a~d the like). Buyer has
then made (and which would have been requiredto have ',been made had, Buyer not defaulted) and, allmterest which was, or
would have been, earned on them, all as liquidated damages (and not as a penalty). Buyer and Seller agree to this becau~e
there is no other precise method of determining Seller'sdaplages. Seller will also have the right to specifically enforce thiS
Agreement, but will not sue Buyer for any other damages. ,If Buyer defaults, Buyer promises.not to su~ f?r the retur~ of any part
of Buyer's deposits or other payments. Any damage or loss that occurs to.lhe Property while Buyerls m default Will not a~ect
Seller's right to liquidated damages. The remedies afforded Seller in this paragraph as a result of a default by Buyer constitute
Seller's sole and exclusive remedies.
If Seller defaults under this Agreement, Buyer will give Seller ten (10) days' notice of it and if Seller has not cured the
default within such period, Buyer will have such rights as maybe available in equity. and/or under applicable law.
This paragraph will survive (continue to be effective after) closing.
13, LitiQation. In the event of any litigation between the parties under this Agreement, the prevailing party shall
be entitled to reasonable attorney's, paralegal's and para-profession ai's fees and court costs at all trial and appellate levels. This
paragraph will survive (continue to be effective after) any termination of this Agreement, but shall otherwise be deemed merged
into the deed at closing.
14. Maintenance Fee. Buyer understands and agrees that the Estimated Operating Budgets for the
Condominium Association and the Master Association (the "Budgets") contained in the Condominium Documents provide only
an estimate of what it will cost to run the Associations durir.lg the period of time stated in the Budgets. The monthly assessments
for the Unit are guaranteed, if at all, in the manner stated in the Condominium Documents, The Budgets themselves, however,
as opposed to the levels of assessments payable to the Condominium Association, are not guaranteed to accurately predict
actual expenditures. Changes In the applicable Budgets may be made at any time to cover increases or decreases in actual
expenses or in estimates. It is intended that the Seller, as the sole Unit Owner upon the formation of the Condominium, will vote
not to provide any reserves for the initial year of the Condominium Association. Thereafter, on an annual basis, a majority of the
Condominium Association's members may vote to continue not to provide',any reserves. If an election is in fact made to waive
reserves, the assessments per unit payable to the Condominium Association will be as set forth in the Estim.atedOperating
Budget as "Assessments per Unit - Without Reserves". If ro such election is made,' the assessments per Uri1( payable to the
Condominium Association will be as set forth in the Estimated Operating Budge! as "Assessments per Unit- With Reserves".
15. Condominium Association, and Master Association. /ITl\lsi Agreement is also Buyer's application for
membership in the Condominium Association and the Master Ass(jci~tion'lw'.hicll1uemberships shall automatically take effect at
closing. At that time, Buyer agrees to accept the liabilities and o~ligati?ns of ~em.b~~ip.
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16. Seller's Use of the Condominium Property, 'A~long as Seller o~ns a unit or units or any other portion of The
Properties or the Future Development Property, it anditsag~hts can keep offices and model apartments within the Condominium
Property, Association Property or The Propefties,:S~II,er'ssalespeople can show these units, erect advertising signs and do
whatever else is necessary in Seller's qpinion to help ,sell 'or lease Units, Lots or "units" or other portions of any improvements to
be constructed upon The Properties or the Future Development Property or develop and manage the Condominium Property,
Association Property or other portions of The yfopertles or the Future Development Property, but Seller's use of said properties
must be reasonable, in Seller's opinion, and can't unreasonably interfere, in Seller's opinlon,,;with Buyer's use and enjoyment of
the Unit. This paragraph will survive (continue to be effective after) closing. "
17, Sales Commissions, Seller will pay all sales commissions due any exclusive broker retained by it, any
in-house sales personnel and the co-broker, if any, identified on the last page of this Agreement (if such space is left blank, it
shall mean that Seller has not agreed to pay any co-broker and that Buyer represents that there is no co-broker who can claim
by, through or under Buyer), provided that such co-broker has properly registered with Seller as a participating co-broker. By
signing this Agreement, Buyer is representing and warranting to Seller that Buyer has not consulted or dealt with any broker,
salesperson, agent or finder other than ,Seller's sales personnel (and the co-broker, if any, named on the last page of this
Agreement), nor has the sale been procured by any real estate broker, salesperson, agent or finder other than Seller's sales
personnel (and the co-broker, if any, named on the last page of this Agreement). Buyer will indemnify and hold Seller harmless
for and from any such person or company claiming .otherwise. Buyer's indemnity and agreement to hold Seller harmless
includes, without limitation, Buyer's obligation to pay orreimburse Seller for all commissions, damages and other'sums for which
Seller may be held liable and all aUorneys'fees and court costs actually Incurred by Seller (Including those for appeals),
regardless of whether a lawsuit(s) is actually brought or whether Seller ultimately wins or loses.
This paragraph will survive (continue to be effective after) closing,
18. Notices. Whenever Buyer is required or desires to give notice to Seller, the notice must be in writing
and it must be sent certified mail, postage prepaid, with areturn receipt requested to Seller at 282S Coral Way, PH Suite,
Miami, Florida 33145, Attn: Marina Village Project Manager, or such other address as Seller may otherwise direct.
Notwithstanding the foregoing, Buyer's notice to cancel pursuant to Paragraph 24 below, may be made in any manner permitted
under the Interstate Land Sales, Full Disclosure Act and the regulations promulgated thereunder.
Unle.ss this Agreement states other meth?ds of giving notices, whenever Seller is required or desires to give notice to
Buyer, lhe notice must be given either in person, by ,telephone or in writing and, if in writing, It must be sent either by: (i) certified
mail, postage prepaid, with a return receipt requested (unless sent outside of the United States, in which event wriUen notices to
Buyer may be sent by regular air mail); (il) facsimilk transmission if Buyer has indicated a telecopy number on Page 1 of this
Agreement (unless a otherwise provided, in writing, by Buyer, or Buyer's representative); or (iii) a recognized OVernjht courier
Agreement KURT BRESSNER I / /1 _'~
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BOYNTON BEACH, FL ~
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service to the address for Buyer set forth on Page 1 of the Agreement (unless a otherwise provided, in writing, by Buyer, or
Buyer's representative).
A change of address notice is effective when it is received. All other written notices are effective on the day they are
properly given or mailed, whether or not received (and all permitted non-written notices to Buyer are effective on the date given
by Seller) unless receipt is required specifically in portions of this Agreement.
19, Transfer or Assiqnment. Buyer shall not be entitled to assign this Agreement or its rights hereunder without
the prior written consent of Seller, which may be withheld by Seller with or without cause (and even if Seller's refusal to grant
consent is unreasonable). To the extent that Seller consents to any such assignment, said consent may be conditioned in any
manner whatsoever, Including, without limitation, charging an assignment or transfer fee. Any such assignee must fully assume
all of the obligations of Buyer hereunder by written agreement for Seller's benefit, a counterpart original executed copy of which
shall be delivered to Seller. If Buyer is a corporation, partnership, other business entity, trustee or nominee, a transfer of any
stock, partnership interest, equity, beneficial or principal interest in Buyer will constitute an assignment of this Agreement
requiring consent. Without limiting the generality of the foregoing, Buyer shall not, prior to closing on title to the Unit, and unless
first obtaining the prior written consent of Seller (which may be granted or withheld in Seller's sole and absolute discretion)
advertise, market and/or list the Unit for sale or resale, whether by placing an advertisement, listing the Unit with a broker,
allowing the Unit to be listed on the Multiple Listing Service or otherwise. Any violation of the foregoing shall be deemed a
default by Buyer under this Agreement.
20, Others Bound by this Aqreement. If Buyer dies or in any way loses legal control of Buyer's affairs, this
Agreement will bind Buyer's heirs and personal representatives. If Buyer has received permission to assign or transfer Buyer's
interest in this Agreement, this Agreement will bind anyone receiving such interest. If Buyer is a corporation or other business
entity, this Agreement will bind any successor corporation or entity. If more than one person signs this Agreement as buyer,
each will be equally liable, on a joint and several basis, for full performance of all Buyer's duties and obligations under it and
Seller can enforce it against either as individuals or together.
21. Public Records. Buyer authorizes Seller to record the documents needed to establish and operate the
Condominium, as well as all other documents which Seller deems necessary or appropriate, in the Public Records of Palm
Beach County, Florida, Neither this Agreement, nor any notice or memorandum hereof (nor any Lis Pendens), may be recorded,
22, Buver's Use of Unit. Buyer understands that the Condominium is not a residential condominium and that no
portion of it, including the Unit, may be used for residential purposes, Buyer understands that the Unit can be used only for wet
storage of a pleasure boat.
23. Florida Law: Severability, Any disputes that develop under this Agreement will be settled according to
Florida law, If any part of this Agreement violates a provision of applicable law, the applicable law will control. In such case,
however, the rest of the Agreement (not in violation) will remain In force.
Without limiting the generality of the foregoing, it Is Buyer's and Seller's mutual desire and intention that all provisions
of this Agreement be given full effect and be enforceable strictly in accordance with their terms, If, however, any part of this
Agreement is not enforceable in accordance with its terms or would render other parts of this Agreement or this Agreement, in its
entirety, unenforceable, the unenforceable part or parts are to be judicially modified, if at all possible, to come as close as
possible to the expressed intent of such part or parts (and still be enforceable without jeopardy to other parts of this Agreement,
or this Agreement in its entirety), and then are to be enforced as so modified. If the unenforceable part or parts cannot be so
modified, such part or parts will be unenforceable and considered null and void in order that the mutual paramount goal (that this
Agreement is to be enforced to the maximum extent possible strictly in accordance with its terms) can be achieved.
Without limiting the generality of the foregoing, if the mere inclusion in this Agreement of language granting to Seller
certain rights and powers, or waiving or limiting any of Buyer's rights or powers or Seller's obligations (which otherwise would be
applicable in the absence of such language), results in a final conclusion (after giving effect to the above judicial modification, if
possible) that Buyer has the right to cancel this Agreement and receive a refund of his deposits, such offending rights, powers,
limitations and/or waivers shall be struck, canceled, rendered unenforceable, ineffective and null and void, Under no
circumstances shall either Buyer or Seller have the right to cancel this Agreement solely by reason of the inclusion of certain
language in this Agreement (other than language which is intended specifically to create such a cancellation right),
24, Chanqes. Seller may make changes in the Condominium Documents in its sole discretion by providing
Buyer with all such amendments that are made. Buyer will not be permitted to prevent Seller from making any change it wishes
in its sole discretion. Without limiting the generality of the foregoing and other provisions of this Agreement, Seller is specifically
authorized to substitute the final as-built surveys for the plot plans contained in the Condominium Documents even though
changes occur in the permitting stage and during construction. This paragraph will survive (continue to be effective after)
closing.
25, Time of Essence. The performance of all obligations by Buyer on the precise times stated in this Purchase
Agreement is of absolute importance and failure by Buyer to so perform on time is a default, time being of the essence as to
Buyer's obligations hereunder.
26, Nearbv Activities. Buyer understands and agrees that for some time in the future Buyer may be disturbed by
the noise, commotion and other unpleasant effects of nearby construction activity and impeded in using portions of Condominium
Property by that activity. As a result of the foregoing, there is no guarantee of view, security, privacy, location, design, density or
any other matter, except as is set forth herein or in the Prospectus.
Agreement
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Additionally, inasmuci as the Commercial Lots and/or Commercial Units; may attract customers, patrons and/or guests
who are not members.ofthe}bssOcia,tiOn or th~ Master Association, such additi,o,p~1 traffic ~ver and upon the Common Elements
and Common Areas shall notbe deemed a nUisance hereunder. ",;'
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27, Disclaimer of Implied Warranties. All manufacturers' warranties will be passed through to Buyer at clOSing.
At closing, Buyer will receive the statutory warranties imposed by the Florida Condominium Act.
To the maximum extent lawful, all implied warranties of fitness for a particular purpose, merchantability and
habitability, all warranties imposed by statute (exceptonlythose imposed by the Florida Condominium Act to the extent
they cannot. be disclaimed, and to the extent, they have. not' expired by their terms) and all other implied or express
warranties of any kind or character are specifically disclaimed. Without limiting,the generality of the foregoing, Seller
hereby disclaims any and all express or, implied, warranties as to design, construction, view, sound and/or odo~
transmission, furnishing and equipping ottheCondominium Property, the existence of molds, mildew, spores, fungi
and/or othertoxins within the Condominium Property, except only those set forth in section 718.203 of the Act, to the
extent applicable and to the extent that same have not expired by their terms. Seller has not given and Buyer has not
relied on or bargained for any such warranties.
As to any implied warranty which cannot be disclaimed entirely, all secondary, incidental and consequential
damages are specifically excluded and disclaimed (claims for such secondary, Incidental and cOlisequentialdamages
being clearly unavailable in the case of:implied warranties which are disclaimed entirely above). This paragraph Will
survive (continue to be effective after) closing.
28. Return of Condominium Documents. If this Agreement is canceled for any reason, Buyer will return to Seller
all of the Condominium ,Documents delivered to him ,in the same condition received, reasonable wear and tear excepted. If
Buyer fails to return the Condominium Documents, Buyer agrees to pay Seller $50,00 to defray the costs of preparation, printing
and delivery of same,
29. Survival. Only those provisions and disclaimers in this Agreement which specifically state that they shall
have effect after closing will survive (continue to be effective after) closing and delivery ofthe deed, All other provisions shall be
deemed merged Into the deed.
30. Substantial Completion. Whenever this Agreement requires Seller to complete or substantially complete an
item of construction, that item will be understood to be complete or substantially complete when so complettfor substantially
complete in Seller's opinion. Notwithstanding the foregoing,. however, the Unit will not be considered complete or substantially
complete for purposes of this Agreement u,nless the Unit is physically usable for the purpose for which the Unit was purchased.
The Unit will be considered so useable if the Unit is ready for occupancy,and,has all necessary and customary utilities extended
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to it. Other units (and other portions of the Condominium) may not necessarily':b(3 so complete and useable.
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31. Disclosures. Under the laws of the, Stale of 'Florida, Buyer )s,hereby advised as follows: RADON GAS:, ,
Radon is a naturallyoccurrin9 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 tirlJe; Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional inforrllationTegarding radon and radon testing may be obtained from your county health
department. The foregoing notice is provided in order to comply with state law and is for informational purposes only, 'Seller
does not conduct radon testing with respect to the Units or the Condominium, and speCifically disclaims any and all
representations or warranties as to the absence of radon gas or radon producing conditions in connection with the Condominium:
32, Representations. Buyer acknowledges, wafrants, represents and agiees that this Agreement is being
entered into by Buyer without reliance upon any representations concerning any potential for future profit, any future appreciation
in value, any rental income potential, tax advantages, depreciation or investment potential and without reliance upon any
monetary or financial advantage. Buyer acknowledges and agrees that no such representations, including representations as to .
the ability or willingness of Seller or its affiliates to assist Buyer in renting or selling the Unit, have been made by Seller, or any of
its agents, employees or representatives. Buyer further represents and warrants to Seller that Buyer is entering into this'
Agreement with the full intention of complying with each and every of the obligations hereunder, including; without limitation, the
obligation to close on the purchase of the Unit. Neither Seller, nor anyone working by, through or under Seller, has made any
statement or suggestion that Buyer would not be obligated to fully comply with the terms of this Agreement and to close on the
purchase of the Unit. Further, Buyer understands and agrees that neither Seller, nor any brokerage company, in-house sales
personnel and/or other persons working by, through Of under Seller, are under any obligation whatsoever to assist Buyer with
any resale of the Unit.
This Agreement contains the entire understanding between Buyer and Seller, and Buyer hereby acknowledges that the
,:. displays, architectural models, artist renderings and other promotional materials contained in the sales office and model suite are
for promotio~al purposes ?nly and may notbe.\.feli~d, uppn. Buyer Warrants that Buyer has not relied upon any verbal
representations, advertismg, portrayals or promises otherthan as expressly contained herein and In the Condominium
Documents, including, specifically, but without limitation, any representations: as to: (a) potential appreciation in or
resale value of the Unit, (b) traffic conditions in; near or around the Condominium, (c) disturbance from nearby
properties, or (d) disturbance from air or vehicular traffic. The provisions of this Section shall survive the closing,
33. Misceilaneous. The explanations, defin,itions, disclaimers and other provisions set forth in the Condominium
Docu~ents a~e inc?rporat~d into this ~gre~ment.asif repeated at lengt~ h~re. When the words~this Agreement" are used, they
shalll.nclud~ In their meanln~ all modifications, riders and addenda to It signed by Buyer and Seller. Buyer acknowledges that
the primary Inducement for him to purchase under this Agre,ement is the Unit, itself, and,not the recreational amenities and other
C~~mon ~Iements: Seller's waiver of an~ of}ts rights or remedies (which can only occur if Seiler waives any right orremedy in
writing) Will not waive any other of Seiler s rights or remedies or prevent Seller from later enforcing all of Seiler'S' ights and
remedies under other circumstances.
Agreement
"8 -
KURT BRESSNER
CITY MANAGER
BOYNTON BEACH, FL
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34. EnUre Aqree'ment. This Agreement is the enUre contract fo(sale and purchase of the Unit and once it is
signed, it can only be ~menc\ed by a written instrument signed by the party against whom enforcement is sought which
specifically states that it Ii amending, this Agreement. Any current or prior agr~;ements, .representations, understandings or
oral statements of:.sales,r~presentatives or others, If not expressed In thlsi.Agreement, the Condominium Documents or
in brochures for th~ Con~ominiumJ are void and have no effect. Buyer has not relied on them.
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GENERAL INFORMATION:
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Co-Broker: (See paragraph 17 above; if this space is,left blank, it shall mean
that Seller has. riot agreed to pay any co-broker)
a)' Hme., 1 c!/Q5;~ rp.s,d(h(~..s
Estimated Closing Date: , 20_ (See paragraph 9 above)
BUYER:
Name~
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Name:
KURT BRESSNER
CITY MANAGER
ROyNTON BEACH.., FL
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SELLER:
TRG-Boynton Beacp-; d., a Florida limited partnership
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Authorized Representative
By:
Date of Acceptance:
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MARINA VILLAGE AT BOYNTON BE~ciH ~AR.lNA ,Q9NDOMINIUM
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PURCHASE AGREEMENT
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ORAL REPRESENTATIONS CANNOT, ~E RELIED UPON AS CORRECTLY STATING THE REPRESENTATIONS
OF THE DEVELOPER. , " '.' ,
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,In this Agreement, the term .Buyer" and/or "Purchaser" means or refers to the buyer Or buyers listed q~low. \oV~~ h~ve
signed this Agree~ent.':IThe word "Seller." and/or "Developer" means or r~~~r~'t?~rRp.Boynt~n\~~ilch" Ltdi,afFlonda,hmlted
partnership, " " ' .
If the first letter of a word Is capitalized in this Agreement, that word will have the rneanil1g"g!~errto it i~thi~'A~reement
or in the. Declaration (as defined in paragraph 1 of this Agreement), '
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City:
Cbuntry:
Home Phone:
c;t~ nt?#h!'~h f31~d,
,lv!} n ton Rea cti::.. State: F L
Zip Code: 33'/ ~ 5' ~- () 3/0
Office Phone: 5loJ - tlf ~ - h 37 ~
Buyer(s):
Address:
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Tax ID No,:
E-Mail Address:
Fax, No.
Cellular Phone No.
1 ,'Purchase and Sale, Buye agrees to buy, and Seller agrees to sell (on the terms and conditions contained in
this Agreement), Marina Slip No. , (the "Unit") in the proposed MARINA VILLAGE AT BOYNTON BEACH
MARINA CONDOMINIUM (the "Condominium"), The Unit and the Condominium are described in greater detail in the proposed
Declaration of Condominium (the "Declaration") establishing the Condominium. A copy of the Declaration is included in .the
binder of documents delivered to Buyer (the "Condominium Documents") and Buyer acknowledges receipt of the Condominium
Documents on the date Buyer signed this Agreement. The total purchase p~ce for the Unit is $ I" S!..fZ.. ' (the
"Purchase Price"). '
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2.
Pavment of the Purchase Price. Buyer agrees to make the following payments against the Purchase Price:
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Pavment
Due Date
Initial deposit
Upon execution of
this Agreement
Amount
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$
r
$ HIli
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$ N/f7 '}~'
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$
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$ ;J/A
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$ 11 J~ ~
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Application of Heservation
Deposit (if applicable)
Upon execution of
this Agreement
,. Balance of Initial 1 0% Deposit
Additional Deposit
Additional Deposit
Balance
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Deposits may be made. by personal check (subject to clearance). The balance due at closing must be paid by either
cashier's check or by wire transfer of federal funds only. All payments must be made in United States funds and all checks
must be payable on a bank located in the Continental United States.lfBuyerfalls topayany deposit on time, and Seller agrees
to accept it on a later date (which Seller is not obligated to (0), Buyer will pay a late funding charge equal to interest on such
deposit at the then applicable highest lawful rate from the date due until the date received and cleared by Seller.
Buyer also agrees to pay all costs and other sums required to be paid by Buyer in this Agreement (which are more particularly
described in paragraph 10below).
3, How Buver Pays. Buyer understands and agrees that Buyer will be obligated to pay "all cash" at closing.
This Agreement and Buyer's oblig<:ltions onder this AgreefTlent to purchase the Unit will not depend on whether or not Buyer'
qualifies for or obtains a mortgage from any lender. 'lBuyer will be solely responsible fof making Buyer's own financial .
arrangements, Seller agrees, however, to cooperate with any lender Buyer chooses and to coordinate closing with such lender,
if, but only if, such lender meets Seller's closing schedule and paysSellerthe;proceedsbf itsmortg~e at closing, In the event
that lender does not pay Seller these p,roceeds at closing, and if Seller allows'same (;"Ch it is not obligated to do), Buyer will
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not be allowed to take poss~ssion of the Unit until Seller actually receives the funds and they have cleared, Notwithstanding any
cooperation provided by S~ler, .nothing herein shall be deemed to qualify or otherwise condition Buyer's obligation to close "all
cash" on the purchase of tti~ Unit. ' ' ,
Although Seller ~es not have to do so, if Seller agrees to delay cldsi~g until Buyer's lender is ready, or to waitfor
funding from Buyer's lender until after closing, or to accept a portion of the sums due at closing in the form of a personal check,
Buyer agrees to pay Seller a late funding charge equal to interest, at the then highest applicable lawful rate on all funds d,ue
Seller which have not then been paid to Seller (and, with regard to personal checks, which have not then cleared) from the date
Selier originally scheduled closing to the date of actual payment (and, with regard to personal checks, to the date of final
clearance). This late funding charge may be estimated and charged by Seller at closing. Seller's estimate-will be adjusted after
closing based on actual funding and clearance dates upon either Seller's or Buyer's written request. In the event that Selier does
not receive Immediately cleared funds at closing, Buyer will not be allowed to take possession of the Unit, until Seller actualiy
receives the funds and they have cleared. Without limiting the generality of paragraph 29 of this Agreement, the foregoing
sentence will survive (continue to be effective after) closing,
4. Deposits. Except as permitted below or by the provisions of the Florida Condominium Act, all of Buyer's
deposits will be held in escrow by Chicago Title Insurance Company ("Escrow Agent"), with offices at 2701 Gateway Drive,
Pompano Beach, Florida 33069, in accorda,nce with the escrow agreement contained in the Condominium Documents, The
escrow agreement is incorporated into this~~reement as if repeated at length here, and Buyer agrees that the deposits may be
held in any depository which meets the requirements of the Act, including, without limitation, a financial institution chartered and
located out of the State of Florida.
,:i
If Buyer so requests, Buyer may obtain a receipt for Buyer's deposits from the Escrow Agent. Selier may change
escrow agents (as long as the new escrow agent is authorized to be an escrow agent under applicable Florida law), in which
case Buyer's ,deposits (and any interest actually earned on them) may be transferred to the new escrow agent at Seller's
direction, i
At closing, all deposits not previously disbursed to Seller will be released to Seller. Except where expressly
provided herein to the contrary or otherwise required by law, all Interest earned on Buyer's deposits shall accrue solely
to the benefit of Seller, and shall not be credited against the purchase price of the Unit. No interest will be assumed to be
earned, unless in fact said sums are invested in an interest bearing account and do in fact earn interest.
5. Seller's Financinq, Seller may borrow money from lenders for the acquisition, development and/or
construction of the Condominium. Buyer agrees that any lender advancing funds for Seller's use in connection with the
Condominium will have a prior mortgage on the Unit and the Condominium until closing. At closing, Seller shall cays~ the then
applicable mortgages to be released and may use Buyer's closing ,proceeds for such purpose. Neither this Agreement, nor
Buyer's payment of deposits, will give Buyer any lien or claim against the UAit or the Condominium, Without limiting the
generality of the foregoing, Buyer's rights under this Agreementwill be subordinate to all mortgages (andallmocilifications made
to those mortgages) affecting the Unit or the Condominium even if those mortgages (or modifications) are made or recorded after
the date of this Agreement. ,/,
6. , ExistinQ Improvements and Otlier Matters, Because the Unit and theCondominiumsre substantially
complete as of the date Buyer signs this Agree,!(li1~iit, Buyer ackndwledgesand agrees that Buyer has Inspected the Unit and the
Condominium specifically to examine the djrtlensions of the Unit (to assure that Buyer's vessel will not extend outside the
boundaries of the Unit) and to examine ,lITe' dimensions of the .Common Elementwaterways [and has had the opportunity to
examine the plans and specifications,(irlCluding all changes thereto to date) for the Unit and Condominium, all of which are
located in Seller's offices] and, by sig~lhg this Agreement, Buyer agrees to accept the Unit and the Condominium in their "AS IS,
WHERE-IS" condition, subject to tN~E!"'provisions of paragraph 6 below. This rneans that Buyer has no claim against Seller for any
matters Buyer discovered (or should have discovered) when Buyer inspected or had the opportunity to inspect) the Unit and
Condominium (and the plans, specifications and changes therefor).. Withoullimiting the generality of the foregoing, Buyer
acknowledges that Seller has requested Buyer to inspect the condition of the. Unit; generally, and at that time also to make
Buyer's oWn specific determinations as to the area and dimensions of the Unit and its Limited Common Elements, if any,
y,~~+Nt.~":;".,...~ ~_. -
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Buyer recognizes that, during construction, Seller may have modified and adjusted plans and specifications for the
improvements to the Condominium to reflect ongoing, ."in the field" construction needs. Because certain changes made to the
plans and specifications did not have to be filed with the governmental authorities at all, Buyer acknowledges and agrees that the
plans and specifications for the Unit and the Condominium on file with applicable governmental authorities may not be identical
to those current plans and specifications available for inspection in Seller's office. In light of this, before Buyer is entitled to
assume any information available from the governmental authorities in regard to plans and specifications on file with them is
correct, Buyer must first consult Seller's copy of the plans and specifications (including all' applicable change orders and
revisions)" Sell~r's copy being the only one on which Buyer may rely.
The provisions of this parilgraph ~;~jjil conlihue"tb:Qe'E~Jt,~Q\iVeafter (survive) closing. Nothing in this paragraph 6 shall
affect Buyer's rights, if any, under Florida Statutes, Section 718.203:" ". ,
7. Inspection Prior to Closinq. Buyer recognizes that at the time of closing, the Unit will be prepared for use but
that Seller may still be in the process of completing the finishing details 'and landscaping of olherpropertywithin the
Condominium. Buyer agrees that this will not be grounds for deferring the closing, nor for imposing any conditions on closing,
NO ESCROWS OR HOLD BACKS OF CLOSING FUNDS WILL BE PERMITTED.
Buyer will be given an opportunity prior to closing, on the date and' at the time scheduled by Seller, to inspect the Unit
with Sell~r's representative. At that time, Buyer will sign an inspectionstatemenHisting any defects in workmanship or materials
(only within the boundaries of the Unit, itselD which Buyer discovers. If any item listed is actually defective in) workmanship or '
Agreement. KOR,T BRE,S,,' SNER \ ) (---) ~/"\\
-2- enYMANAG~R ~ ~ k
BOYNTON 8EACIf, FL _,~')---'--
materials in .Seller's opinion (keeping in mind the construction standards applicable in Palm Beach County, Florida for similar
property), Seller will be obligated to correct those defects aUts cost withln.a reasonable period of time after closing, but Seller's
obligation to correct will not be grounds for deferring the closing, nor for imposing any condition on closing. NO ESCROWS OR
HOLDBACKS OF CLOSING FUNDS WILL BE PERMITTED. If Buyer fails to take advantage of his right to a pre-closing
inspection on the date and time scheduled, Seller will not be obligated to reschedule an Inspection prior to closing. Buyer
acknowledges that all matters pertaining to the initial, construction of the Unit will be handled by Seller and Seller's
representatives. Buyer agrees not to interfere with or Interrupt any workmen at the site of the Unit. No personal inspections
(other than the one pre-closing inspection) will be permitted. Buyer may not order any work on the Unit, other than prepaid
options or extras that Seller agrees in writing to provide, If any, until after closing. BUYER RECOGNIZES THAT SELLER IS
NOT OBLIGATED TO AGREE TO PROVIDE EXTRAS OR OPTIONS.
Buyer can examine Seller's Plans and Specifications at Seller's business office, located on site during regular business
hours by making an appointment to do so in advance.
8. ClosinQ Date. Seller estimates that the closing of the Unit will occur on or about the date indicated on the
last page of this Purchase Agreement, however, Buyer acknowledges and agrees, however, that this estimate is given to Buyer
for convenience only and is subject to change from time to time for any reason and without crealing any liability to Buyer. Buyer
understands that Seller has the right to schedule the exact date, time and place for closing.
Before Seller can require Buyer to close, however, two things must be done:
(a) Seller must record the Declaration and related documents in the Palm Beach County public records; and
(b) Seller must obtain a temporary, partial or permanent certificate of occupancy for or covering the Unit from the
proper governmental agency (a certificate of occupancy 15 the official approval needed before a unit may be lived in), but, subject
and subordinate to the provisions of paragraphs 7 and 30 of this Agreement (without limiting the generality of those provisions by
this specific reference), the Common Elements and other portions of the Condominium Property and the Common Areas of the
Master Association need not then have certificates of occupancy, nor be completed.
Buyer will be given at least ten (10)days'noUce of-the dale, time and place of closing, except in the event that Buyer's
lender, if any, requires closing to be held on less than ten (10) days' notice, in which event, Buyer shall close upon demand of
Buyer's lender. Seller is authorized to postpone the closing for any reason and Buyer will close on the new date, time and place
specified in a notice of postponement (as long as at least 3 days' notice of the new date, time and place is given). A change of
time or place of closing only (one not involving a change of date) will not require any additional notice period. Any formal notice
of closing, postponement or rescheduling may be given orally, by telephone, telegraph, telex, telecopy, mail or other reasonable
means of communication at Seller's option. All of these notices will be sent or directed to the address, or given by use of the
information specified on Page 1 of this Agreement unless Seller has received written notice from Buyer of any change prior to the
date the notice is given. These notices will be effeclive on the date given or mailed (as appropriate). An affidavit of one of
Seller's employees or agents stating that this was given or mailed will be conclusive.
After the notice is given or mailed, and if requested in writing by Buyer, Seller will send a written confirmation of the
closing, together with a draft closing statement and other pertinent information and instructions. This written confirmation is
given merely as a courtesy and is not the formal notice to close. Accordingly, it does not need to be received by any particular
date prior to closing. Buyer agrees, however, to follow all instructions given in any formal notice and written confirmation. If
Buyer falls to receive any of these notices or the confirmation because Buyer failed to advise Seller of any change of address or
phone, telecopy or telex number, because Buyer has failed to pick up a letter when Buyer has been advised of an attempted
delivery or because of any other reason, Buyer will not be relieved of Buyer's obligation to close on the scheduled date unless
Seller agrees in writing to postpone the scheduled date.
If Seller agrees in writing to reschedule closing at Buyer's request, or if Buyer is a corporation and Buyer fails to
produce the necessary corporate papers Seller requests and, as a result, closing is delayed, or if closing is delayed for any other
reason (except for a delay desired, requested or caused by Seller), Buyer agrees to pay at closing a late funding charge equal to
interest, at the then highest applicable lawful rate, on that portion of the purchase price not then paid to Seller (and cleared), from
the date Seller originally scheduled closing to the date of actual closing. Additional late funding charges also may be imposed as
stated in paragraph 3 of this Agreement. All prorations will be made as of the originally scheduled date. BUYER
UNDERST ANDS THAT SELLER IS NOT REQUIRED TO RESCHEDULE OR TO PERMIT A DELAY IN CLOSING.
9. ClosinQ, The term "closing" refers to the time when Seller delivers the deed to the Unit to Buyer and
ownership changes hands. Buyer's ownership is referred to as "title". Seller promises that the title Buyer will receive at closing
will be good, marketable and insurable (subject to the permitted exceptions listed or referred to below). Notwithstanding that
Buyer is obligated to pay "all-cash" hereunder, in the event that Buyer obtains a loan for any portion of the Purchase Price, Buyer
shall have the right to obtain a title insurance commitment and policy for the Unit from its own sources rather than to receive
same from Seller, or Buyer may elect to have Seller's closing agent issue the title insurance commitment and policy, in
accordance with terms set forth in Section 10 below.
In the event that Buyer elects to obtain a title insurance commitment and policy for the Unit from its own sources rather
than to receive same from Seller, (i) Buyer shall provide Seller with written notice of same five (5) business days prior to the
originally scheduled closing date, (iI) Seller shall have no obligation to provide a title insurance commitment or policy, or any
other evidence of title to Buyer and (ili) Buyer shall, no later than five (5) business days prior to closing (the "Objection
Deadline"), notify Seller in writing if title is not in the condition required by this Agreement and specify in detail any defect (I.e.,
any matters which make title other than in the condition pursuant to which same is required to be conveyed to Buyer), provided
thai if Buyer fails to give Seller written notice of defect(s) before the expiration of the Objection Deadline, the defects shall
anything in this Agreement notwithstanding, be deemed to be waived as title objections to closing this transaction and Selle~
Agreement
- 3.
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I
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shall be undermo obligation whatsoever to take any corrective action with respect to same, and title to the Unit shall be conveyed
subject to same. I """
Buyer~gre~ to accept the following two (2) documents as proof that Buyer's title Is as represented above:
A written commitment, whether provided by Seller's closing agent or otherwise, from a title insurance company
licensed in Florida agreeing to issue a policy insuring title or the policy itself. This commitment (or policy) shall list any
exceptions to title. Permitted exceptions (exceptions which Buyer agrees to take litle subject to) are:
(a)
(i)
Liability for all taxes or assessments affecting the Unit starting the year Buyer receives title and continuing
thereafter;
(ii)
All laws, and all restrictions, covenants, conditions, limitations, agreements, reservations and easements
recorded in the public records, which may Include, without limitation, zoning restrictions, property use
limitations and obligations, easements (rights-of~way) and agreements relating to telephone lines, water and
sewer lines and other utilities, provided, however, that none of such matters shall impair the marketability of
title;
(iii)
The restrictions, covetlants, conditions, easements, terms and other provisions imposed by the documents
contained or referred f'b'in the Condominium'Documents (and any other documents which Seller, in its sole
discretion, believes to be necessary or appropriate) which are recorded, now or at any time after the date of
this Agreement, in the public records;
(iv)
The restrictions, covenants, terms and other provisions contained in the Declaration of Covenants,
Restrictions and Easements for the Marina Village at Boynton Beach recorded, or to be recorded, in the
Public Records of Palm Beach County, Florida, as amended and supplemented from time to time (the
"Master Covenants") and/or in the Articles of Incorporation, By-Laws and/or Rules and Regulalions of the
Marina Village at Boynton Beach Master Association, Inc. (the "Master Associalion");
(v)
Rights of ingress and egress over and across any and all roads and/or sidewalks contained within The
Properties.
(vi)
Pending governmental liens as of closing (Seller will be responsible, however, for certified governmental
liens or special assessment liens as of closing, provided, however, that to the extent that any such certified
liens are payable in installments, Seller shall only be responsible for those installments due prior to closing,
and Buyer hereby assumes all installments cbmingdue afterclosing);
(vii)
All standard printed survey exceptions contained in an AL TA Owner's title Insurance policy issued in Palm
Beach County, Florida (the "gap exceptions, and standard exceptions for parties in possession, and
construction liens shall be deleted at c1o~ing or otherWise insured over);
Standard exceptions for water-front property and artificially filled-in property which once was in navigable
waters and all other standard,exceptions for,similarproperty;and
Any matters not listed above as long as affirmative title insurance is given for these matters.
(viii)
(ix)
(b) A Special Warrantv Deed,,A.t closing, Seller promises to give Buyera special warranty deed to the Unit. The special
warranty deed will be s~bject to (that is, contain exceptions for) all of the matters described above and taxes as
described below,"
Buyer will also receive at closing Seller's form of owner's ("no lien") affidavit, closing agreement, andFIRPTA (non-
foreign) affidavit and an assignment of the exclusive use of a parking space. ' When Buyer receives the special warranty deed at
closing, Buyer will sign a closing agreemerit and all papers that Seller deems reasonably necessary or appropriate.
If Seller cannot provide the quality of title described above, Seller will have a reasonable period of time (at least sixty
(60) days) to correct any defects in title, but Seller is not obligated to do so. If Seller cannot, after making reasonable efforts to
do so (which shall not require the bringing of lawsuits or the payment or satisfaction of involuntary liens or judgments) to correct
the title defects, Buyer will have two options:
~>\<~fJ.\I!!t' "
a. Buyer can accept title in the co~dition Seller offers, it (with defects) and pay the full purchase price
for the Unit with exceptions for&uch title matters to be contained in the special warranty deed for the Unit. Buyer will
not make any claims a.gainst Sel),erbecause of the defects; or
!','"
...;.:....'" ".,
b. Buyer can caficel thisAgre;~~~t\itndrece.ive a,full refund of Buyer's deposits. Seller will be
relieved of all obligations under this Agreement (and otherwise)when'Seller refunds the deposits to Buyer.
, ,
At the same time Buyer receives the special warrantYdeed,Buyeragr~esto, pay the balance of the purchase price and
any additional amounts owed under this Agreement. , Until all sums have been'feceived and cieared;Seller will be entitled to a
vendor's lien on the Unit (which Buyer will grant to Seller in writing .atclosing at Seller's request or thereafter).
10" Costs and Fees. Buyer,understands and agre, es, that, in addition to the purc~,ase rice for the Unit, Buyer
must pay certain other fees and costs when the title is delivered to Buyer at closing. These include:, .
. , Slheva.-,\
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Agreement
-4-
KURT BRESSNER
CITY MANAGER
BOYNTON BEACH, FL
..,.,.,........
(a)
A "development fee" equal to one and seven tenths percent (1.7%) of the Purchase Price (and of any
charges for options or extras now or hereafter contracted for which are not included in the Purchase Price).
This fee will be used, in part, to pay for the following closing costs: (i) the costs of officially recording the deed
in the Public Records of the County (presently, recording fees are $6.00 for the first page of an instrument
and $4,50 for each additional page, and In certain instances the County may also impose an Indexing
charge), (Ii) for documentary stamp taxes payable In connection with the deed conveying the Unit to Buyer
(presently, documentary stamp taxes are $.70 for each $100.00 of consideration, and in certain instances the
County may also impose an indexing charge), and (iii) for the premium on the owner's title insurance policy,
at the minimum promulgated risk rates promulgated by the Florida Insurance Commissioner (taking into
account applicable reissue rates,if any), whether obtained from Seller's closing agent, or elsewhere. The
balance of the "development fee" shall be retained by Seller as additional revenue and to offset certain of its
construction and development expenses, including without limitation, certain of Seller's administration
expenses and Seller's aUorneys'fees in connection with development of the Condominium. Accordingly,
Buyer understands and agrees that the development fee is not for payment of closing costs or settlement
services (other than to the ~xtent expressly provided above), but rather represents additional funds to Seller
which are principally intended to cover various out-of-pocket and internal costs and expenses of Seller
associated with development of the Condominium.
(b)
A working capital contribution in an amount equal to twice the monthly maintenance charge owed to the
Condominium and Master Associations,which charges are payable directly to the respective Associations to
provide them with initial capital. These contributions will not be credited against regular assessments.
These charges may change, however, if the applicable monthly assessments change prior to closing (see
paragraph 14).
(c)
A reimbursement to Seller for any utility, cable or interactive communication deposits or hook-up fees which
Seller may have advanced prior to closing for the Unit. The amount of this charge is now unknown.
Reimbursement to Seller, and/or Seller's closing agents, for charges incurred In connection with coordinating
closing with Buyer and/or Buyer's lender, Including, without limitation, charges for messenger expenses, long
distance telephone calls, photocopying expenses, telecopying charges and others.
In addition, if Buyer obtains a loan for any portion of the Purchase Price, Buyer will be obligated to pay any loan fees,
closing costs, escrows, appraisals, credit fees, lender's title insurance premiums, prepayments and all other expenses charged
by any lender giving Buyer a mortgage, if applicable. Additionally, if Buyer obtains a loan and elects to have Seller's closing
agent issue the owner's title policy and act as "loan" closing agent as well, Buyer agrees to pay Seller's closing agent the
following: (i) the premium (at the promulgated rate) for a simultaneously issued lender's title insurance polley, (ii) the premiums
(at promulgated rates) for any title endorsements requested by Buyer's lender, (Iii) the agenrs title examination and title
searching charges, and (iv) the costs for any other closing services related to acting as 'loan closing agent".
(d)
Current expenses of the Unit (for example, taxes and governmental assessments, levies and/or use fees and current
monthly assessments of the Association and the Master Association and any interim service fee imposed by governmental
authority) will be prorated between Buyer and Seller as of the date of closing. Additionally, at closing, Buyer shall be obligated to
prepay the next month's maintenance assessment to the Association and the Master Association. If taxes for the year of closing
are assessed on the Condominium as a whole, Buyer shall pay Seller, at closing, the Unit's allocable share of those taxes (as
estimated by Seller and subject to reproration when the actual tax bill is available) for the Unit from the date of closing through
the end of the applicable calendar year of closing. If taxes for the year of closing are assessed on a unit-by-unit basis, Buyer and
Seller shall prorate taxes as of the closing date based upon the actual tax bill, if available, or an estimate by Seller (which may be
that taxes will be approximately the same as they were for the prior year), if not available, with Buyer responsible for paying the
full amount of the tax bill and Seller reimbursing Buyer for Seller's prorated share of those taxes. Buyer agrees that Seller's
prorated share of the taxes due as of closing need not be paid to Buyer, however, until the actual tax bill is presented to Seller,
and any proration based on an estimate of the current year's taxes shall be subject to reproration upon request of either party. In
addition, Buyershall pay, or reimburse Seller if then paid, for any interim proprietary and/or general service fees Imposed by any
governmental authority having jurisdiction over the Unit. This subparagraph shall survive (continue to be effective after) closing.
11. Adjustments with the Associations. Buyer understands that Seller may advance money to either, or both, of
the Associations to permit them to pay for certain of their expenses (for example, but without limitation, insurance premiums,
common element or Common Areas utility and/or cable or other interactive communication charges and deposits, permit and
license fees, charges for service contracts, salaries of employees of the Associations and other similar expenses). Seller is
entitled to be reimbursed by the applicable Association for all of these sums advanced by Seller. The applicable Association will
reimburse Seller out of Initial contributions and regular assessments paid by Buyer and other owners as those contributions and
assessments are collected, or as otherwise requested by Seller. Seller also, at its election, may receive reimbursement for these
payments by way of a credit against any sums it may become obligated to pay to the Associations. No initial contributions of
purchasers to the Condominium Association may be used for such purposes, however, as long as any guaranty by Seller of such
Association's assessments is in effect.
12. Default. If Buyer fails to perform any of Buyer's obligations under this Agreement (including making
scheduled deposits and other payments) Buyer will be in "default". If Buyer is still in default ten (10) days after Seller sends
Buyer notice thereof, Seller shall be entitled to the remedies provided herein. If, however, Buyer's default Is In failing to close
on the scheduled date, then Seller can cancel this Agreement without giving Buyer any prior (or SUbsequent)
notification or opportunity to close at a later date.
Upon Buyer's default (and the expiration of any notice period, if applicable), all Buyer's rights under this Agreement will
end and Seller can resell the Unit without any accounting to Buyer. Buyer understands that because Seller has taken the Unit off
Agreement
- 5-
01 ~
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the market for Buyer, has s~ent money on sales, advertising, promotion and construction and has incurred other costs incident to
this sale, Buyer's default ~,iII damage Seller. As compensation for this damage. in the event Seller cancels this Agreement
because of Buyer's d,efault, Buyer authorizes Seller to. k~~p,;i(a~l!r,~~,t;;~~~,~:~,~!~i.~~.\'!,e.uyer, Buyer will pay to Seller) ~II deposits and
other pre-closing advaQ9~.ayments (including, withoullimilstion,tt\oseohoptlohs, extras, upgrades a~d the like). Buyer has
then made (and which would have been required to have been made had Buyer not defaulted) and allmterest which was, or
would have been, earned on them, all as liquidated damages (and not asa penalty). Buyer and Seller agree to this because
there is no other precise method of determining Seller's damages. Seller will also have the right to specifically enforce this
Agreement, but will not sue Buyer for any other damages. If Buyer defaulls, Buyer promises not to sue for the return of any part
of Buyer's deposits or other payments, Any damage or loss that occurs to the Property while Buyer is in default will not affect
Seller's right to liquidated damages, The remedies afforded Seller in this paragraph as a resull of a default by Buyer constitute
Seller's sole and exclusive remedies.
If Seller defaults under this Agreement, Buyer will give Seller ten (10) days' notice of it and If Seller has not cured the
default within such period, Buyer will have such rights as may be available in equity and/or under applicable law.
This paragraph will survive (continue to be effective after) closing.
13, L1tiQation, In the event of any litigation between the parties under this Agreement, the prevailing party shall
be entitled to reasonable attorney's, paraleg.al's and para-professional's fees and court costs at all trial and appellate levels, This
paragraph will survive (continue to be effeclfve after) any termination of this Agreement, but shall otherwise be deemed merged
into the deed at closing, '
14. Maintenance Fee. Buyer understands and agrees that the Estimated Operating Budgets for the
Condominium Association and the Master Association (the "Budgets")' contained in the Condominium Documents provide only
an estimate of what it will cost to run the Associations during the period of time stated in the Budgets. The monthly assessments
for the Unit ar.e guaranteed, if at all, in the manner stated in the Condominium DocUments. The Budgets themselves, however,
as opposed to the levels of assessments payable to the Condominium Association, are not guaranteed to accurately predict
actual expenditures. Changes in the applicable Budgets rri~y be made at any time to cover increases or decreases in actual
expenses or in estimates. It is intended that the Seller, as the sole Unit Owner upon the formation of the Condominium, will vote
not to provide any reserves for the initial year of the Condominium Association: ' Thereafter, on an annual basis, a majority of the
Condominium Association's members may vote to continue not to provide any reserves. , If an,electionis in.factmade to waive
reserves, the assessments' per unit payable to the Condominium Association 'will be as set forth in the Estimated Operating
Budget as "Assessments per Unit" Without Reserves". IfnoslJch,electionislTlade; the asSessmentsperUnit payable to the
Condominium Association will be as set forth in the Estimated Operating Budget as "Assessments per Unit - With Reserves".
15. Condominium Association and Master Association. ' This" Agreement, isalso'Suyer's application for
membership in the Condominium Association and the Master AssoCiation, which memberships shall automatically take effect at
closing. At that time, Buyer agrees to accept the liabilities and obligations of membership.
16. Seller's Use of the Condominium Property; As long as Seller owns a unit or units orany other portion of The
Properties or the Future Development Property, it and its age~t~ c,m keep offices and model apartments within the Condominium
Property, Association Property or The Properties. Seller's salespeople can show these units, erect advertising signs and do
whatever else is necessary In Seller's opinion to .help sell or lease Units, Lots or "units" or other portions of any improvements to
be constructed upon The Properties or the Future Development Property or develop and manage the Condominium Property,
Association Property or other portions of The Properties or the Future DevelopmentProperty, but Seller's use of said properties
must be reasonable, in Seller's opinion, and can't unreasonably interfere, in Seller's opinion, with Buyer's use and enjoyment of
the Unit. This paragraph will survive (continue to be effective after)c1osihg.
!,.:'~htii;':
17. Sales Commissions. Seller will pay all sales commissions due any exclusive brokerretained by it, any
in-house sales personnel and the co-broker, if any, identified on the last pageofthis Agreement (if sUch space is I,eft blank, it
shall mean that Seller has not agreed to pay any co-broker and that Buyer represents that there is no co-broker who can claim
by, through or under Buyer), provided that such co-broker has properly registered with Seller as a participating co-broker. By
signing this Agreement, Buyer Is representing and warranting to Seller, that Buyer has not corisulted6r dealt with any broker,
salesperson, agent or finder other than Seller's sales personnel(andtheco-broker, if any, named onthelast page of this,
Agreement), nor has the sale been procured by any real estate broke~, salesperson, agent orfinder',other than Seller's sales I
personnel (and the co-broker, if any, named on the last page of this Agrl:lementk;Buyer will Indemnify'and hold SeHer harmless '1.
for and Jromany such person or company claiming otherwise. Buyer's indeninityand agrel;lmenllo ,hbldSeHer harmless
includes, without limitation, Buyer's obligation to pay orreimburseSeller for aU commissions; damages 'and other sums for which
Seller may be held liable and all attorneys' fees and court costs actually' incurred by Seller" (Including ,those for appeals),
regardless of whether a lawsuit(s) is actually brought or whether Seller ultimately wins or loses.
This paragraph will survive (contihue tQ b~ eff.eclive after) closing.
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18, Notices, Whenever Buyer is required o.r d~S!restoigl'lel1otice;toSeller,the;nOticemu.stbe in writing
and it must besentcertifiedmail, postage prepaid,with a.returnre.(;eil>t;r~questedto;Senei1at2828'C6raIWay, PH Suite,
Miami, Florida 33145,' Attn: Marina Village Project Manager,o~ such other' address as '; Sellermay'otl1erwise . direct.
Notwithstanding the foregoing, Buyer's notice to cancel pursuant to~aragrilph24 below, may be made in any manner permitted
under the Interstate Land SaleS, Full Disclosure Act and the regulations promulgated thereunder.
Unless this Agreement states other methods of giving. notices, whenever Seller is required or desires to give notice to
Buyer, the notice must be given either in person, by telephone orlnwrilingand;ifinwrlting, It must be sent either by: (i) certified
mail, postage prepaid, with a return receipt requested (unless sent outside of the United States, in which event written notices to
Buyer may be sent by regular air mail); (ii) facsimile transmission if Buyer has indicated a telecopy number on Page 1 of this
Agreement (unless a otherwise provided, in writing, by Buyer, or Buyer's representative); or (iii) a recognized overnigh't~)ouri
Agreement KURT BRESSNER J~ ' ~.
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service to the address for Buyer set forth on Page 1 of the Agreement (unless a otherwise provided, in writing, by Buyer, or
Buyer's representative).
A change of address notice is effective when it Is received. All other written notices are effective on the day they are
properly given or mailed, whether or not received (and all permitted non-written notices to Buyer are effective on the date given
by Seller) unless receipt is required specifically in portions of this Agreement. .
19. Transfer or Assiqnment. Buyer shall not be entitled to assign this Agreement or its rights hereunder without
the prior written consent of Seller, which may be withheld by Seller with or without cause (and even if Seller's refusal to grant
consent is unreasonable). To the extent that Seller consents to any such assignment, said consent may be conditioned in any
manner whatsoever, including, without limitation, charging an assignment or transfer fee. Any such assignee must fully assume
all of the obligations of Buyer hereunder by written agreement for Seller's benefit, a counterpart original executed copy of which
shall be delivered to Seller. If Buyer is a corporation, partnership, other business entity, trustee or nominee, a transfer of any
stock, partnership interest, equity, beneficial or principal interest in Buyer will constitute an assignment of this Agreement
requiring consent. Without limiting the generality of the foregoing, Buyer shall not, prior to closing on title to the Unit, and unless
first obtaining the prior written consent of Seller (which may be granted or withheld in Seller's sole and absolute discretion)
advertise, market and/or list the Unit for sale or resale, whether by placing an advertisement, listing the Unit with a broker,
allowing the Unit to be listed on the Multiple Listing Service or otherwise. Any violation of the foregoing shall be deemed a
default by Buyer under this Agreement.
20. Others Bound bv this Aqreement. If Buyer dies or In any way loses legal control of Buyer's affairs, this
Agreement will bind Buyer's heirs and personal representatives. If Buyer has received permission to assign or transfer Buyer's
interest in this Agreement, this Agreement will bind anyone receiving such interest. If Buyer is a corporation or other business
entity, this Agreement will bind any successor corporation or entity. If more than one person signs this Agreement as buyer,
each will be equally liable, on a joint and several basis,. for full performance of all Buyer's duties and obligations under it and
Seller can enforce it against either as individuals or together.
21. Public Records. Buyer authorizes Seller to record the documents needed to establish and operate the
Condominium, as well as all other documents which Seller deems necessary or appropriate, in the Public Records of Palm
Beach County, Florida. Neither this Agreement, nor any notice or memorandum hereof (nor any Lis Pendens), may be recorded.
22. Buver's Use of Unit. Buyer understands that the Condominium is not a residential condominium and that no
portion of it, including the Unit, maybe used for residential purposes. Buyer understands that the Unit can be used only for wet
storage of a pleasure boat.
23, Florida Law: Severability. Any disputes that develop under this Agreement will be settled according to
Florida law, If any part of this Agreement violates a provision of applicable law, the applicable law will control. In such case,
however, the rest of the Agreement (not in violation) will remain in force,
Without limiting the generality of the foregoing, it is Buyer's and Seller's mutual desire and intention that all provisions
of this Agreement be given full effect and be enforceable strictly In accordance with their terms. If, however, any part of this
Agreement Is not enforceable in accordance with its terms or would render other parts of this Agreement or this Agreement, in its
entirety, unenforceable, the unenforceable part or parts are to be judicially modified, if at all possible, to come as close as
possible to the expressed intent of such part or parts (and still be enforceable without jeopardy to other parts of this Agreement,
or this Agreement in its entirety), and then are, to be enforced as so modified. If the unenforceable part or parts cannot be so
modified, such part or parts will be unenforceable and considered null and void in order that the mutual paramount goal (that this
Agreement is to be enforced to the maximum extent possible strictly in accordance with its terms) can be achieved.
Without limiting the generality of the foregoing, if the mere inclusion in this Agreement of language granting to Seller
certain rights and powers, or waiving or limiting any of Buyer's rights or powers or Seller's obligations (which otherwise would be
applicable in the absence of such language), results in a final conclusion (after giving effect to the above judicial modification, if
possible) that Buyer has the right to cancel this Agreement and receive a refund of his deposits, such offending rights, powers,
limitations and/or waivers shall be struck, canceled, rendered unenforceable, ineffective and null and void. Under no
circumstances shall either Buyer or Seller have the right to cancel this Agreement solely by reason of the inclusion of certain
language in this Agreement (other than language which is intended specifically to create such a cancellation right),
24, Chanqes. Seller may make changes in the Condominium Documents in its sole discretion by providing
Buyer with all such amendments that are made. Buyer will not be permitted to prevent Seller from making any change it wishes
in its sole discretion. Without limiting the generality of the foregoing and other provisions of this Agreement, Seller is specifically
authorized to substitute the final as-built surveys for the plot plans contained in the Condominium Documents even though
changes occur in the permitting stage and during construction. This paragraph will survive (continue to be effective after)
closing.
25, Time of Essence. The performance of aU obligations by Buyer on the precise times stated in this Purchase
Agreement is of absolute importance and failure by Buyer to so perform on time Is a default, time being of the essence as to
Buyer's obligations hereunder.
26. Nearbv Activities. Buyer understands and agrees that for some time in the future Buyer may be disturbed by
the noise, commotion and other unpleasant effects of nearby construction activity and impeded in using portions of Condominium
Property by that activity. As a result of the foregoing, there is no guarantee of view, security, privacy, location, design, density or
any other matter, except as is set forth herein or in the Prospectus,
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Additibnally, ~i asmuch as the Commercial Lots and/or Commercial Units may attract customers, patrons and/or guests
who are not merhbers 'f the;Association or the Master Association. such additional traffic over and upon the Common Elements
and Common Areas sh II not be deemed a nuisance hereuhdet.
27. "~";Drs1Iaimer of Implied Warranties. All manufacturers' warranties will be passed through to Buyer at closing.
At closing, Buyer will receive the statutory warranties imposed by the Florida Condominium Act.
To the maximum extent lawful, all Implied warranties of fitness for a particular purpose, merchantability and
habitability, all warranties imposed by statute (except only those imposed by the Florida Condominium Act to the extent
they cannot be disclaimed and to the extent they have not expired by their terms) and all other Implied or express
warranties of any kind or character are specifically disclaimed. Without limiting the generality of the foregoing, Seller
hereby disclaims any and all express or Implied warranties as to design, construction, view, sound and/or odor
transmission, furnishing and equipping of the Condominium Property, the existence of molds, mildew, spores, fungi
and/or other toxins within the Condominium Property, except only those set forth in section 718.203 of the Act, to the
extent applicable and to the extent that same have not expired by their terms. Seller has not given and Buyer has not
relied on or bargained for any such warranties.
As to any implied warranty which cannot be disclaimed entirely, all secondary, incidental and consequential
damages are specifically excluded and;;disclaimed (claims for such secondary" incidental and consequential damages
being clearly unavailable In the case dl implied warranties whiCh are disclaimed entirely above). This paragraph will
survive (continue to be effective after) closing.
28. Return of Condominium Documents. If this Agreement is canceled for any reason, Buyer will return to Seller
all of the Condominium Documents delivered to him in the same condition received, reasonabie wear and tear excepted. If.
Buyer fails to return the Condominium Documents, Buyer agrees to pay Seller$50,00 to defray the costs of preparation, printing
and delivery of same,
29. Survival. Only those provisions and disclaimers in this Agreement which, specifically state that they shall
have effect after closing will survive (continue to be effective after) closing and delivery of the deed. All other provisions shall be
deemed merged into the deed.
30. Substantial Completion. Whenever this Agreement requires Seller to complete or substantially ,complete an
Item of construction, that item will be understood to be complete or substantially complete when so complete or substantially
complete in Seller's opinion. Notwithstanding the foregoing, however, the Unit will not be considered complete or substantially
complete for purposes of this Agreement unless the Unit is physically usableJorthe purpose for which the Unit was purchased.
The Unit will be considered so useable if the Unit is ready for occupancy ahdhas all necessary and customary utilities exte'nded
to it. Other units (and other portions of the Condominium) may not necessarily be so complete arid useable.
31. Disclosures, Under the laws of the State of Florida, Buyer is hereby advised. as follows: RADON GAS:
Radon is a naturally occurring radioactive gas that, when it has accumulated in a bUilding in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been '"
found in buildings in Florida, Additional information regarding radon and radon testing may be'obtainedfrom your county health
department. The foregoing notice is provided in order to comply with state law and is for informational purposes only. Seller
does not conduct radon testing with respect to the Units or the Condor]1inium, and specifically. disclaims any and all
representations or warranties as to the absence of radon gas or radon producing conditions in connection with the Condominium.
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32. Representations. Buyer acknowledges, warrants, represents and agrees that this Agreement is being
entered into by Buyer without reliance upon any representations concerning any potential for future profit, any future'appreciation
In value, any rental income potential, tax advantages, depreciation or investment potential ar'd without reliance upon any
monetary or financial advantage. Buyer acknowledges and agrees that no such representationsAncluding representations as'to
the ability or willingness of Seller or its affiliates to assistBuyer in renting or selling the Unit, havJbeen made by Seller, or any of
its agents, employees or representatives. Buyer further represents and warrants to Seller that Buyer ise~tering into this
Agreement with the full intention of complying with each and every of the obligations hereunder, including, without limitation, the
obligation to close on the purchase of the Unit. Neither Seller, nor anyone Wo.rklngby,througr pr under Seller, has made any
statement or suggestion that Buyer would not be obligated to fuHy comply. with the terms of this Agreement and ,to dose on the
purchase of the Unit. Further, Buyer understands and agrees that' neiiherSeller, norahy brokeragecompanY,'in-housesElies
personnel and/or other persons working by, through or under SeHer, a~e ~nder any obligation whatsoever io assist Buyerwith
any resale of the Unit.
This Agreement contains the entire understanding between Buyerand SeHer, and Buyer herebyacknowled~es that the
displays, architectwral models, artist renderings and other promotional maleri~lscontainedin the salesoffice,andmodel suite are
for promotional purposes only and may Rbtg~ r,eliedupon, BuyerwarrantsithatBuyer has noUelied upon any verbal
representations, advertlsl ng,.portrayals%promlses"othept~,an as expresslycbhtalned herein and in the Condominium
Documents, Including,speciflcaUy, but :Without limitation, any'r~ptesentationsas to: (a) potential appreciation in or
resale value of the Unit, (b) traffic conditions, In,near or' around the Condominium,.. (c) disturbance from nearby
properties, or (d) disturbance from air or vehicular traffic. The provisions of t~is Section shallsurviv~ the Closing,
33. Miscellaneous. The explanations, definitions, disclaimers, and other provisions set forth in the Condominium
Documents are incorporated into this Agreement as ifrepeated at length here. WhElnthe words "this Agreement" are us~d, they
shall Include in their meaning all modifications, riders and addenda toil signeqby,Buyer and Seller, 8uyeracki1CJwledges that
the primary inducement for him to purchase under this Agreement is the Unit, itself, ,and not the recreational amenities and other
Common Elements. Seller's waiver of any of its rights or remedies (which can only occur if SeHer waives any right or remedy in
writing) will not waive any other of Seller's rights or remedies or prevent Seller.from later enforcing all of Seller's right' and
remedies under other circumstances. \ ,/ ,f']
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34. ' Entire AQreement. This Agreement is the entire contract for sale and purchase of the Unit and once it is ,
signed, it can only be afl1ended by a written instrument signed by the party against whom enforcement is sought which
specifically states that it is!~mending this Agreement. Any current or prior agreements, representations, understandings' or
oral statements of sales,fepresentatives or others, if not expressed in this Agreement, the Condominium Documents~r .
In brochures for the Co~ominiumJ' are void and have no effect. Buyer has not relied on them. ,(" ,
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GENERAL INFORMATION:
Co-Broker: _ (See paragraph 17 above; if this space Is left blank, it shall mean
that Seller has not agreed to pay any co-broker)
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Estimated Closing Date:
C2/oS//-z.j * Its ;'delJ res
,'20_ (See paragraph 9 above)
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Name:
KIJRl BRESSNER
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Date of Signature:
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SELLER:
TRG-8oynton 81'; td., a Florida lirn: partnership ,,'
By: (j t _____ '--4
Authorized Representative ' - -', ,!
Date of Acce\ptance: 0".:t I " 0 ~
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