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HomeMy WebLinkAboutHealthcare Center for the Homeless Contract for Sale and Purchase -2001 08 03 ~ ..~ - -- - - . CONTRACT FOR SALE AND PURCHASE THIS CONTRACT FOR SALE AND PURCHASE ("Contract") is made and entered. into this3rJ day of ~ 2001, by and between HEALTHCARE CENTER FOR THE HOMELESS, INC., a Florida non profit corporation ("Seller") whose address is 11 N. Parramore Avenue, Orlando, Florida 32801, and CITY OF WINTER SPRINGS, a municipal l corporation organized and existing under the laws of the State of Florida ("Buyer"), whose ,.,1 . I address is 1126 East S. R. 434, Winter Springs, Florida 32808. WITNESSETH: ---------- WHEREAS, Seller is the record owner of fee simple title to certain real property consisting described more particularly on Exhibit "A" attached hereto, together with any improvements and appurtenances thereon located in the City of Winter Springs, Seminole County, Florida (the "Subject Property"); and . - WHEREAS, Buyer wishes to purchase the Subject Property pursuant to the terms and conditions of this Contract and the terms and conditions of that certain Settlement Agreement between Buyer and Seller executed on even date herewith; and WHEREAS, Seller desires to sell and convey the Subject Property to Buyer at the closing; , NOW, THEREFORE, for and in consideration of the premises hereof, the sums of money paid and to be paid hereunder, and for other good and valuable consideration, the parties hereto do covenant, stipulate and agree as follows, to wit: 1. Agreement to Sell and Purchase: Seller hereby agrees to sell and convey the Subject Property to Buyer, upon the terms and subject to the conditions set forth in this Contract. Buyer hereby agrees to purchase and accept the Subject Property from Seller, upon the terms and subject to the conditions set forth in this Contract. 2. Purchase Price and Method of Payment: Subject to credits, adjustments and prorations for which provisions are hereinafter made, Buyer shall purchase the Subject Property from Seller for $265,000.00 or such greater amount not to exceed $313,53 LOO as is determined 027200/80907/466615/2 1 .. , .- -- --.- to be the fair market value by a bona fide MAl appraisal that Buyer shall procure at Buyer's sole expense (the "Purchase Price"). Buyer and Seller shall agree in advance on any appraiser the ! Buyer proposes to have perform the appraisal and shall also agree on any instructions or assumptions given to the appraiser for use in conducting the appraisal. The total Purchase Price shall be due and payable from Buyer to Seller at the time of the closing hereunder. 3. Conveyance of Subiect Property: At the time of closing hereunder, Seller shall ,,;' convey its fee simple interest and estate in and title to the Subject Property by Special Warranty "1/ . I Deed free and clear of all liens, encumbrances, exceptions or qualifications whatsoever, save and except only for Permitted Exceptions, if any, listed in Schedule "A" of the title commitment for the Subject Property. 4. Due Diligence Period: A. Seller has previously delivered to Buyer copies or originals (at Seller's election) of all reports, surveys, appraisals, permits, environmental assessments and other . documents obtained by Seller regarding the condition the Subject Property. B. Buyer shall have an initial period of sixty (60) days from August 1, 2001 .. within which to conduct due diligence investigations the Buyer deems appropriate and (i) to obtain an appraisal confirming that the fair market value of the Subject Property is an amount not less than $265,000.00; (ii) obtain a title commitment confirming that the Seller holds marketable title to the Subject Property, free and clear of restrictions that would prevent the use of the .Subject Property for uses allowed\ under the City's C-2 zoning district as it exists on August I, 2001; and (iii) to obtain an updated Phase I environmental assessment of the Subject Property that does not identify the need for further investigation of environmental conditions. Buyer shall use due diligence in procuring the services of consultants necessary to obtain the appraisal, title commitment and updated Phase I environmental assessment such that these services can reasonably be provided within the initial sixty (60) period. C. Within five (5) business days following Buyer's separate receipt of the appraisal, the title commitment or the updated Phase I environmental. assessment report, Buyer shall provide to Seller an exact copy of the particular document obtained. In the event Buyer has used due diligence in the procurement of the necessary consultant 027200/80907/466615/2 2 ..' .- -- - - services but is unable to obtain the confirmations specified in items (i), (ii), or (iii) in this Section 4 within the initial sixty (60) day period, Buyer shall have not more than an additional thirty (30) days in which to obtain such confirmations or to take such additional actions that the City may deem appropriate to determine that the Subject Property contains no title defects or environmental conditions that would prevent the use of not less than three and two-tenths acres (3.2) of the Subject Property for uses permitted / under the City's C-2 zoning district, as it exists on August 1,2001. ""j . D. As used in this Contract, the term "Due Diligence Period" shall mean and refer to the initial sixty (60) day period and, if applicable, the additional thirty (30) day period described in Subsection 4.A. of this Contract. E. At all times during the Due Diligence Period, Seller shall reasonably cooperate with Buyer in an effort to expedite the Buyer's confirmation that the Subject Property contains no title defects or environmental conditions that would prevent the use of not less than three and two-tenths (3.2) acres of the Subject Property for uses permitted under the City's C-2 zoning district, as it exists on the August 1, 2001. On or before . . August 6, 2001, Seller shall request that its consultants Universal Engineering Services, Booker Grey Environmental, Lochrane Engineering, Morgan Environmental and Peter Johnson add Buyer's name to the certifications on any reports, surveys, environmental assessments or other documents previously certified only to the Seller, such that these reports, surveys, environmental assessments or other documents may be relied upon by Buyer. At closing, Buyer shall reimburse Seller for one-half of any expenses incurred by Seller in obtaining the certifications in favor of the Buyer. Should the Buyer elect to obtain updated information from any of Seller's consultants, the Buyer shall be solely responsible for any fees or costs incurred in the preparation of the updated information. Other than as expressly stated in this Subsection 4.E., Seller shall not be required to make any expenditures with regard to its cooperation with the Buyer on due diligence matters. Seller shall assign to Buyer at closing all of Seller's interest in and to any permits, or licenses obtained by Seller pertaining to the Property. F. Buyer shall provide written notice to Seller at the end of the initial sixty (60) day period informing Seller of the status of Buyer's due diligence. If at any time prior to 027200/80907/466615/2 3 .- -- .- - the expiration of the Due Diligence Period Buyer confirms that the Subject Property contains no title defects or environmental conditions that would prevent the use of not less than three and two-tenths acres (3.2) of the Subject Property for uses permitted under the City's C-2 zoning district, as it exists on August 1, 2001, the Due Diligence Period shall be deemed concluded and the parties shall proceed with the closing in accordance with the terms of this Contract. lf Buyer is unable to make these confirmations prior to .' the end of the Due Diligence Period, Buyer may elect to terminate this Contract by "'j . providing written notice of termination to Seller. Notice ofterrnination must be provided to Seller before 5:00 p.m. EDT on October 29,2001. Ifno notice ofterrnination has been sent in the manner provided in this Contract, then the parties shall proceed with the closing in accordance with the terms of this Contract. G. Upon execution of this Contract by both Buyer and Seller, Buyer shall, and does hereby, indemnify and hold harmJess Seller for all matters arising out of the activities undertaken by Buyer related to the Property under the terms of this Contract. The terms of this indem,nity paragraph shall survive closing. . ,- . 5. Closing: The sale and purchase transaction contemplated in this Contract shall be closed, the Purchase Price paid and the aforementioned Deed and other closing documents reasonably required by either party shall be executed and delivered on or before that date which is fifteen (15) days after the expiration of the Due Diligence Period, as that term is hereinafter defined (the "Closing Date"). The.cJ~sing shall occur on the specified Closing Date at the offices of Lowndes, Drosdick, Doster, Kantor & Reed, Professional Association, 215 North Eola Drive, Orlando, Florida. 6. Closing Costs: Buyer shall pay the following closing costs: (a) any title search and examination charges, and the premium for any Owner's Title Insurance Policy that Buyer desires to obtain; (b) all documentary stamp taxes required to be paid with respect to the Deed and other instruments of conveyance, if any; and (c) all recording fees with respect to those of the closing documents which are to be recorded. Buyer shall pay any and all other costs associated with the closing, except that Buyer and Seller shall each pay their own attorneys' fees. 027200/80907/466615/2 4 ..' .- -- _.- 7. Return of Documents: In the event Buyer terminates this Contract in accordance with the provisions in Section 4, Buyer shall return to Seller within fifteen (15) days thereafter, all documents that Seller provi<;led to Buyer to assist in Buyer's due diligence investigations. 8. Possession and Risk of Loss: Possession of the Subject Property shall be delivered by Seller to Buyer at the time of closing hereunder. Prior to the delivery of possession as aforesaid, Seller shall bear all risk of loss of whatever nature. ;. 9. Prorations; Credits: Taxes, aSsessments, rent, interest, insurance and other expenses "I.J. ... / of the Property shall be prorated through the day before the Closing Date. Buyer shall have the option of taking over from Seller, any existing policies of insurance, if assumable, in which event premiums shall be prorated. Cash at closing shall be increased or decreased as may be required by such prorations, to be made through the day before the Closing Date. 10. Representations and Warranties: A. Seller hereby represents and warrants to Buyer as follows, to wit: (1) That Seller is not a "foreign person" as defmed in Section 1445(f)(3) of the Internal Revenue Code of 1954, as amended. . . (2) That Seller's execution and delivery and performance of this Contract by the undersigned and the performance of its obligations hereunder, including the closing of the sale and purchase transaction contemplated herein on the terms set forth herein, have been duly. authorized and directed by Seller and no further consents or approvals are or shall be required as a condition precedent to the .. consummation and closing of the sale and purchase transaction contemplated herein. (3) That the execution and delivery of this Contract, and the performance by the Seller of the terms, covenants and conditions contained herein will not conflict with, constitute an event of default under, any agreement or other instrument to which Seller is a party or by which its properties or assets are bound. 027200/80907/466615/2 5 .- -- --.- (4) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and the officer executing this Agreement on behalf of Seller is duly authorized and empowered to do so. (5) Seller makes no representations as to the physical condition of the Subject Property or the suitability of the soil thereof for the purposes intended by Buyer. By closing on the purchase of any Parcel, Buyer will be deemed to have , accepted such Parcel in its "as-is" condition, and Seller gives no express or 1f,1 . I implied warranties that the Subject Property is fit for the purposes intended by Buyer except as otherwise provided in the Contract. Seller acknowledges and agrees that the representations and warranties set forth in Subparagraphs 10.A.(1) through (4) above shall survive the closing hereunder, but only for a period of twelve (12) months from the Closing Date. Seller shall have no further liability or obligation with respect to such representations and warranties from and after twelve (12) months after the date of the closing hereunder, except with respect to any claimed breach or violation which is described in a writte~ notice delivered to Seller by Buyer prior to the date which is . . twelve months after the Closing. Date hereunder. B. Buyer. warrants, covenants and represents the following to Seller, with fuli knowledge that Seller is relying upon the same in executing this Contract and performing hereunder. (1) The execution and delivery of this Contract and the consummation of the transaction herein contemplated in compliance with the terms of this Contract will not conflict with, either with or without notice or passage of- time, result in any breach of any terms or provisions of or constitute a default under,. any instrument or agreement to which Buyer is a party or to which any of Buyer's assets are bound or any judgment, order or decree of any court having jurisdiction over Buyer or its properties. (2) This Contract is a valid and binding obligation of Buyer, enforceable in accordance with its terms. (3) Buyer is not the subject of any proceeding or lawsuit, actual or threatened, at law or in equity, which might affect Buyer's .ability to purchase, 027200/80907/466615/2 6 ., . .- -- - - develop or market the Subject Property according to the terms hereof. (4) Buyer is a municipal corporation duly organized and existing under i' ~ the laws of the State of Florida with all rights and powers attendant thereto. I (5) Buyer hereby acknowledges that by closing on the purchase of the Subject Property, it shall be solely obligated to provide, construct and pay for any and all on-site improvements as it desires to make to the Subject Property, and .' Seller shall not be required to pay any costs or fees associated with said "IJ, 4- i improvements whatsoever. Each of the foregoing representations and warranties of Buyer shall survive the closing on Buyer's purchase of the Subject Property. 11. Contract Date: The Date of this Contract shall be the date on which the last of Buyer and Seller has properly and effectively executed this Contract, as evidenced by the date inserted below such party's signature hereon. . 12. Failure of Performance: lf Buyer fails to perform this Contract within the time specified, including payment o~ all money due at closing, Seller, at Seller's option, may proceed . . in equity to enforce Seller's rights under this Contract. If for any reason other than failure of Seller to make Seller's title marketable after diligent effort, Seller fails, neglects or refuses to perform this Contract, the Buyer may seek specific performance without thereby waiving any action for damages resulting from Seller's breach. 13. Litigation and Attorneys' Fe~s: In the event it shall be neces'sary for either party to this Contract to bring suit to enforce any provision hereof or for damages on account of any breach of this Contract, the prevailing party in any such litigation and any appeals therefrom shall be entitled to recover from the other party, in addition to any damages or other relief granted as a result of such litigation, all costs and expenses of such litigation and a reasonable attorneys' fee as fixed by the Court. 14. Time of Essence: It is expressly agreed by the parties hereto that time is of the essence of this Contract and in the performance of all conditions, covenants, requirements, obligations and warranties to be performed or satisfied by either party hereto. Waiver of performance or satisfaction of timely performance or satisfaction of any condition, covenant, requirement, obligation or warranty by one party shall not be deemed to be a waiver of the 027200/80907/466615/2 7 . ' . .- -- - - performance or satisfaction of any other condition, covenant, requirement, obligation or warranty unless specifically consented to in writing. Whenever a date specified herein shall fall on a I Saturday, Supday or legal holiday, the date shall be extended to the next business day. : 15. Captions and Paragraph Headings: Captions and paragraph headings contained in this Contract are for convenience and reference only and in no way define, describe, extend or limit the scope or content of this Contract nor the intent of any provision hereof. ;: 16. Notices: All notices which are required or permitted hereunder must be in writing "'j . and shall be deemed to have been given, delivered or made, as the case may be, (i) when delivered by personal delivery or (ii) one (1) business day after having been deposited With an expedited overnight courier service (such as by way of example but not limitation,. Federal Express or UPS), addressed to the party to whom notice is intended to be given at the address set forth below or (iii) upon telephonic facsimile transmission to the party to whom addressed (at the number set forth below) with transmission confirmed, but only if a copy is sent to the addressee within twenty-four (24) hours after facsimile transmission by one of the means set forth in clauses (i) or (ii) above: . . TO SELLER: HEALTH CARE CENTER FOR THE HOMELESS, INC. 11 N. Parramore Avenue Orlando, Florida 32801 Attention: Paul McGlone Phone: 407-428-5751 Fax: 407-428-6204 \ COpy TO: LOWNDES, DROSDICK, DOSTER, KANTOR & REED, PROFESSlONAL ASSOCIATION - 215 North Eola Drive Post Office Box 2809 Orlando, Florida 32802 Attention: Miranda F. Fitzgerald, Esquire Phone: 407-843-4600 Fax: 407-843-4444 TO BUYER: ClTY OF WINTER SPRINGS 1126 East S.R. 434 Winter Springs, Florida 32708 Phone: 407-327-1800 Fax: 407-327-6686 027200/80907/466615/2 8 .- -- --- COPY TO: Anthony Garganese, Esq. City Attorney Brown, Ward, Salzman & Weiss 225 East Robinson Street, Suite 660 Orlando, Florida 32801 Phone: 407-425-9566 Fax: 407-425-9596- 17. Governing Law and Binding Effect: This Contract and the interpretation and ;'. enforcement of the same shall be governed by and construed in accordance with the laws of the .,/', Ao f State of Florida and shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto as well as their respective successors and assigns. 18. No Survival of Obligations: Only those provisions of this Contract which expressly so state shall survive any closing under this Contract. 19. Integrated Contract, Waiver and Modification: This Contract and the Settlement Agreement between the parties executed on the same date as this Contract represent the complete and entire understanding and agreement between and among the parties hereto with regard to all matters involved in the pur~hase and sale transaction contemplated in this Contract and . . supersede any and all prior or contemporaneous agreements, whether written or oral. No covenants, agreements-, terms, prOVISIons, warranties, statements, representations or undertakings, whether written or oral, made or executed by any party hereto shall be binding on any party hereto, unless specifically set forth or: incorporated in this Contract or in the Settlement Agreement. This Contract may not be_ IJ:lodified or amended, nor may any covenant, agreement, condition, requirement, provision, warranty or obligation contained herein be waived, except in writing signed by all parties, or in the event that such modification, amendment or waiver is for the benefit of one or more of the parties hereto and to the detriment of the other or others, then the same must be in writing signed by that party or those parties hereto to whose detriment such modification, amendment or waiver inures. 20. Brokerage: Seller and Buyer warrant each to the other that they have not dealt with any real estate brokers or salespersons with regard to this transaction. 21. Assignment: Buyer and Seller hereby agree that this Contract may not be assigned by the Buyer to any person or entity without the prior written consent of the Seller. Any assignee approved by the Seller expressly assumes all obligations of the Buyer hereunder, and Buyer shall not be released from any obligation hereunder as a result of such assignment and assumption. The consents required by this Paragraph may be withheld by Seller until such time, if at all, as the proposed assignee or transferee, as the case may be (the "Assignee") furnishes Seller with 027200/80907/466615/2 9 . . .. .- -- --- fully executed assignment and assumption agreement which expressly confirms that Buyer is not released from its obligations to Seller as a result of such assignment and assumption. 22. Deadlines. In the event any deadline arising under this Contract shall fall on a Saturday, Sunday, or legal holiday, such deadline shall be automatically deemed to fall on the first business day immediately following such Saturday, Sunday, or legal holiday. IN WITNESS WHEREOF, the parties have caused these presents to be executed on / the day and year first above written. "~Ill .. I "SELLER" Signed, sealed and delivered in the presence of: HEALTHCARECENTERFORTHE HOMELESS, INC., a Florida non profit ~~j"Li) wuD . corporation By: ~V4r~ ... Print Name: ~~~ -S.~ ~ \~L VvlD Name: , P';'u./. PJ.c'o l-d/V € - \. Its: t?r.r 0;,./..;2, N+ ~e;~~":~:;~-:: . Date: 7 /3/~ I ,2001 , I . .' - , "BUYER" CITY OF WINTER SPRING~, a municipal corp(ml~qn ~q p'o14ic~t subdivision offu~~\ tate of Florida> . ,.,'.'~':"". :i"\ :- i) ":, >- I~~e~' G=b~~~ By: Jf;.A.v..gLil:l,j:'Jrn~'" ~'. Name: Kd ~ xi b '-":;,' (J.;a .~n';-fi,"; Its: C I ~~ ":;-H../l ~~.(J.I?' ," J. . ) , I '/ \ . " I ..' ~ I I '\ -' t . " .) . , ,. YnntName: ~ ~~~~ Date: ~ -'~ :-:i/;"~' 200r.'I\'" . '11,.-' I . " \\,' 027200/80907/466615/2 10 ~ . " .- -- ..- EXHIBIT "A" LEGAL DESCRIPTION Lot 3 and the West 50.0 feet of Lot 4, Entzminger Farms Addition No.2 according to the plat thereof as recorded in Plat Book 5, Page 9, of the Public Records of Seminole County, Florida. ; ",J . i 027200/80907/466615/2 II