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HomeMy WebLinkAbout2001 07 23 Regular G HCCH Respite, LLC Regu]ar Agenda G Ju]y 23, 200] COMMISSION AGENDA ITEM G CONSENT INFORMATIONAL PUBLIC HEARING REGULAR X 07/2310 I Meeting MGR. ~ /DEPT Authorization REQUEST: City Manager requesting the City Commission to consider a settlement agreement proposed by the attorney's for HCCH Respite, LLC regarding the proposed location of a Respite Center on Old Sanford/Oviedo Road in the Winter Springs Industrial Park. PURPOSE: The purpose of this agenda item is to receive any direction the City Commission deems appropriate relative to a settlement agreement between the City and HCCH Respite, LLC. CONSIDERATION: The City commission authorized the City Attorney and City Manager to explore options for a settlement agreement between the City and HCCH Respite, LLC that would result in the company withdrawing any and all interest in permitting and building a Respite Center in Winter Springs. Several discussions have taken place between the City and HCCH attorney's. Staff believes that the terms and conditions of the attached agreement are within range of an acceptable agreement and desires review, comment and possible approval of the agreement. FUNDING: The proposed agreement would involve funding in the amount of $265,000 for acquisition of the 7.7 acre tract of land upon which the Respite Center was to be built and an additional $48,500 for out of pocket expenses associated with the project including, legal, engineering, planning and other services. $265,000 $ 48.500 $313,500 Land Acquisition - 7.7 acres - 3.2 buildable acres Out of Pocket Expenses The property would be acquired with water/sewer fund revenues for construction of a public works and utility services facility. RECOMMENDATION: It is recommended that the Commission review the settlement proposal of HCCH Respite, LLC and provide staff with its directives relative to adoption as is, or with amendments. ATTACHMENTS: June 29, 2001 Correspondence from Miranda F. Fitzgerald including proposed settlement offer and contract for sale and purchase of land. COMMISSION ACTION: ~~ LOWNDES DROSDICK DOSTER KANTOR & REED, P.A. 215 NORTH EOLA DRIVE ORLANDO, FLORIDA 32801 450 SOUTH ORANGE AVENUE, SUITE 800 ORLANDO, FLORIDA 32801 POST OFFICE BOX 2809, ORLANDO, FLORIDA 32802-2809 TEL.: 407-843-4600/ FAX: 407-843-4444 www.lowndes-Iaw.com Attorneys at Law MIRANDA F. FITZGERALD North Eola Drive Office Direct Dial: (407) 418~340 E-mail: miranda.fitzgerald@lowndes-law.com June 29, 2001 VIA HAND DELIVERY Anthony Garganese, Esq. Brown, Ward, Salzman & Weiss 225 East Robinson Street, Suite 660 Orlando, FL 32801 Re: HCCH Convalescent Center -- Settlement Dear Mr. Garganese: Enclosed are the revised drafts of the Settlement Agreement and Contract for Sale and Purchase we have been discussing. It includes a two-phase Due Diligence Period that totals 90 days. We have now verified with the various consultants who worked on the permitting that the 7.7 acre tract includes 3.2 acres of developable uplands and 4.5 acres of jurisdictional wetlands, as flagged by Booker Grey Environmental Inc., and confirmed by the SJRWMD after a site visit in April or May, 2000. The February, 2000 appraisal was conducted prior to the wetlands determination and was based on an incorrect assumption that the site contained fewer buildable acres. HCCH will make arrangements to begin marketing the property for sale to a third party purchaser immediately. We will deliver to Mr. McLemore on Monday, July 2nd, as many of the site investigation reports that we are able to obtain prior to that time. These reports will allow the City's staff to get a head start on its due diligence; although the formal Due Diligence Period will not begin to run until the Settlement Agreement and Contract are executed. It is my understanding that the site plan and/or set of construction drawings for the convalescent center that were previously delivered to the City depict the wetland jurisdictional line. My partner, Mike Ryan, will be handling this matter for me while I am out of my office. Please contact him later today or early Monday morning so that the documents can be put in a form that you A founding member of Commercial Law Affiliates, a worldwide network of independent law finns. ""'-- Anthony Garganese, Esq. June 29, 2001 Page 2 and Mr. McLemore will recommend for approval by the City Commission. I sincerely hope that you or Mr. McLemore will be able to meet individually with each of the Commissioners in advance of the City Commission hearing on July 9th to encourage their support for the settlement on the terms that will be reflected in the Settlement Agreement and Contract for Sale and Purchase to be presented at the hearing. While I am away, Mike Ryan will keep me apprised ofthe status ofthis matter via voice mail. Thank you for your assistance. Sincerely, ~C{4 ~ MirandaF. Fitz:e~ MFF Icad Mr. Ron McLemore (via hand delivery) /' Dr. Mike Pinel (via fax) Fr. John Bluett (via fax) Mr. Paul McGlone (via fax) c: DRAFT t /~91tt) I SETTLEMENT AGREEMENT WHEREAS, Health Care Center for the Homeless, Inc. ("HCCH") purchased a seven and seventy-five one hundredths (7.75) acre tract of property that is more particularly described in Exhibit "A" attached hereto (the "Property"), located in the City of Winter Springs (the "City"), for the purpose of constructing a convalescent center for the homeless on the Property; and WHEREAS, certain disputes have arisen between HCCH and the City regarding use of the Property for the purposes intended by HCCH; and WHEREAS, it is the mutual desire of HCCH and the City to settle and resolve their disputes and avoid the prospect of protracted and costly litigation. NOW, THEREFORE, for mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Property Purchase. HCCH and the City have simultaneously with the execution of this Settlement Agreement executed a Contract for Sale and Purchase of the Property (the "Contract") The parties acknowledge that the appraised value of the property as of February 24, 2000 was Two Hundred Sixty- five and No/100 Dollars ($265,000.00). A copy of the appraisal prepared by Larry A. Church, an MAl appraiser with Premis, Inc., is attached hereto as Exhibit "B." The City shall have the right but not the obligation to obtain, at its sole cost and expense, an updated MAl appraisal within the Due Diligence Period as defined in the Contract. HCCH and the City shall agree on the appraiser to be retained by the City for this purpose; provided, however, that HCCH hereby consents to the City's selection of Larry A. Church as the appraiser. The purchase price of the Property shall be Two Hundred Sixty-Five Thousand and No/100 Dollars ($265,000.00) or such greater amount as reflected in any updated appraisal the City may obtain (the "Purchase Price"). 2. Settlement Sum and Time of Payment. At the time of closing on the purchase of the Property (the "Closing"), the City shall pay to HCCH an amount equal to the difference between the Purchase Price and Three Hundred Thirteen Thousand Five Hundred and No/100 Dollars ($313,500.00), representing the total amount of out-of-pocket expenses incurred by HCCH in regard to the purchase and proposed development of the Property (the "Settlement Sum"). An itemized list of HCCH's expenses is attached as Exhibit "C." 3. Effect of Closing and Payment. Full and timely payment of the Settlement Sum, as aforesaid, shall constitute an accord and satisfaction of all claims, demands, causes of action and damages, including interest, taxable court costs, and attorneys' fees, as are or may be due from the City or HCCH in regard to the Property or any other matters between the parties that has accrued prior to that date. The Closing shall also constitute a formal withdrawal of all applications or appeals HCCH may have pending before the City at that time and waiver by HCCH of its right to seek future approval to construct a facility serving the homeless on any property located within the City of Winter Springs. 4. Stay of Appeal Proceedings. On June 14, 2001, HCCH filed an administrative appeal from a decision by the City's Development Review Committee sitting as the Site Plan Review Board. The parties hereto agree that the City Commission hearing on the appeal shall be stayed indefinitely unless the City terminates the Contract in accordance with the provisions in Section 4 of the Contract or otherwise. In the event of such termination, the appeal shall be heard by the City Commission at the next regularly scheduled meeting date which is more than 14 days following termination of the Contract unless the parties agree to postpone the hearing to another mutually acceptable date. 4. Termination of Litigation. Within a reasonable time following the Closing and effective receipt of the entire Settlement Sum due from the City, HCCH shall cause any litigation that may have been initiated by HCCH against the City prior to that time to be dismissed with prejudice. 5. Mutual Release. Upon the City's timely payment of the Settlement Sum due hereunder, HCCH and the City do thereupon release, discharge, and acquit each other, and any and all other persons, firms, associations, partnerships, corporations, or other legal entities that are or may be responsible therefore or that may be responsible for the acts of any of them, (including but not limited to all their officers, directors, shareholders, and employees) of and from any and all claims, demands, suits, actions, causes of action, losses, liabilities, and damages of every kind and nature whatsoever that any of them may have or claim to have, whether accrued or hereafter to accrue, known or unknown, anticipated or unanticipated, growing out of, resulting or arising from, or in any manner or way pertaining to the Property (the "Released Claims"). HCCH and the City represent and warrant that they will not, with respect to each other, hereafter institute any suit, action, or proceeding of any kind in any court or agency of any government, on their own behalf of for or on behalf of any other person or entity seeking to institute or maintain an action under, because of or in any way relating to the Released Claims or, seeking to recover any damages, award, compensation, loss or expense of any nature which arose or may hereafter arise because of the Released Claims. 6. Settlement Agreement Not Admissible. This Settlement Agreement shall not be admissible for any purpose in any legal, quasi-legal, or 466635 2 administrative proceeding except for any action between HCCH and the City to enforce its terms. Provided, however, that this Agreement is admissible in a legal proceeding by either HCCH or the City relating to enforcement of the terms of this Agreement. 8. No Representations. HCCH and the City jointly and individually represent and warrant that they have freely and voluntarily entered into and executed this Agreement, and that they have not been induced to enter into and execute this Agreement by any warranty, representation, promise, covenant, or agreement made by or on behalf of the other party hereto, except as specifically set forth herein. 9. Entire Agreement. This Settlement Agreement and the Contract referenced herein constitute the entire agreement between the parties, and it is expressly understood and agreed between the parties that this Agreement and the Contract may not be altered, amended, modified, or otherwise changed in any respect or particular whatsoever except by writing duly executed by an authorized representative of each party. 10. Headings. Headings are used for the convenience of the parties and shall not be construed to be a part of or used in the construction of this Settlement Agreement. 11. Attorney's Fees. In the event that it is necessary for HCCH or the City to enforce any term of this Settlement Agreement, the prevailing party in such proceeding shall be entitled to recover, in addition to such legal or equitable relief as may be awarded by the court, reasonable attorneys' fees and taxable court costs. Health Care Center for the Homeless, Inc. The City of Winter Springs. BY: AS: DATE: BY: AS: DATE: ATTEST: City Clerk 466635 3 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. 466635 4 ~~ PIt'M.. .......,.",."..,MlIl~ EXHIBIT "B" Summary Appraisal Report Of A 7.75 Acre Parcel Of Land Located At 250 Old Sanford Oviedo Road, In Winter Springs, S~minole County, Florida Prepucdfor Peoples FIrst Com""lnlty Balik 116 Bast Altamontc Drive AltamOnte Springs, Florida 32701 Ann: Marie Manella ....~ PIUMI8, 1-. AMkiIaJlklDeer_ SlO~ san.ot. SUe 2160 . er--. ftorWa ~ I'k ~~9922 h:407~ 0."""" .."., PRIMI. .*tDlCltIlr".,." lIIbftiIII February 24, 2000 PeopJca First Community Bank 116 But AltamCJntc Drive Altamonte Spinp. Florida 32701 Attention: Marie Manella Ladies and Gentlemen: At your n:ques1, we haw ~y inapcctcd and appndsed the J*td of land cootalning 7.73 1CI'eI. ~ along the .north aide of Old Sanford Oviedo Road, commonly known as m Old Sanford Oviedo Road. This is a sumnwy appraisal report which il intended to comply with tho ~portin8 roquiTtllllCnta eet forth under Standarda Rule 2-2(b) of the Uniform Standards of Profeaalonal A()lnip 1 Practiee for a'sumnwy appralaal report. AB such. it prcaentlllUI11mB1')' disculSions of the data. reasoning. and enalyeea that were used in the, appraisal procca to develop the appratlCtl' opinion of value. Additional ~nl doeurnen1adon concerning the data. n:aoning and analyses is retained in the appraillGrB' file. The depth of ditcUS$ion contained in chi. report is lpeciftc to the needs of the c1~t and for the int.cndcd UK lUted in the ~. The appralaen arc not relpontlble fQ1' the unauthorized UIIe of thla 1CpOIt. . The pUI1)08C of thiJ appniaaJ WaB to estimate the rrwket value of the fee limple interest in the subject property as of the errective date of the appratw 1be function of the appraiaaJ 18 for maricetlng and establlshing a market value for the lubjecl propetty for the purpose of making a real estate )0Ift. MIrlcd value. fee aimple Interflat and other appraiaal tmn8 arc defined within the text of this report. ~ . fC8ult of our inYeltiption into those matk:'n which affect 11lIIJ'bt value, and by virtUe of our cxptrience and training, we have formed the opinion that'. dfectlvc February 21, 2000. the market value of the fee aJrnple interest in &he real property WII: Two Hundred Sbty..FIw Tbou8aDCI Dol..... ($265,800). Papn Febru.ry 24, 2000 The appraiaal analyses, opinions anc! conclusions were developed, and this appraisal report hu been pn=pm:d in confonnance with (and the uae or rhis report is subject to) all rep1ations issued by the appropriate reSU1a1ory entitk:s reprdlng the enactment of Title XI of the Fi",nclal Insdtution Retonn, Recovery and Enforcement Act of 1989 (FIRREA), the Unlfonn Stanclards of Pl'oft.,~' Appraisal Practice, all pmmulpted by the Appraisal Standatda Board of the AppraiPI FouooiPOllt and the Code of Professional Elhia and the Scandards of Professional Practice of the AppralaallDsdo.ue which includes the provl$lonI tor peer review. We do not autborbc the oul-ot- co~ quoting from or parrill reprintlns of thia appraiut report; and neither all nor part of this appxaIaal report shall be disseminated to the general public by the use of any public communlcadons media without the prior written consent of the undersigned appraisen. ThIs Idulr of ttansmiual precedes the supi'Il"ry appraisal report, further describina the property aDd comalnina the fC8sonm, and mOil pertinent data leadln& to the final value estimate. Your attr;ntion is directed to the aGeMNl A.r.rumptlons-, -General Limllllll CbIld;t;o1Jl-, and weenl/iCQI, of Appraisal- which are considered usual for this type of assignment and have been 1~luded within the text of this report. . Rc$pectfully submitted, PRIMIS. Inc. LAC:WWC:da 8116 ~ EXHIBIT "e" WINTER SPRINGS PROPERTY EXPENSE DETAIL June 22, 2001 Expenses: Property Costs Property Purchase Down Payment on Property Hard Costs General Liability Insurance Ray Valdes - Property Taxes Universal Engrg. SVC5 - (Boring) Booker Grey Environmental - (Wetlands Delineation) Lochrane Engineering - (Topographic Survey) Universal Engrg. Svcs - (Field Investigation) Morgan Environmental Peter Johnson - (Survey Work) Macaione Group Inc. Permitting and Preconst. Services Department of State - Corp Filing CSX Transportation Permilt Court reporter I Attorney Fees Consultant research regarding Convalescent Center programs and operations 229,476.00 10,530.00 240,006.00 1,132.00 1,397.00 2,250.00 2,500.00 5,625.00 1,465.00 75.00 75.00 21,172.00 55.00 2,300.00 29,979.00 5,500.00 Total Property and Hard Costs for Winter Springs Property: 73,525.00 DocsOpen: 466534 313,531.00 CONTRACT FOR SALE AND PURCHASE DRAFT J/.:24/~1 THIS CONTRACT FOR SALE AND PURCHASE ("Contract") is made and entered into this _ day of July, 2001, by and between HEALTH CARE 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 corporation organized and existing under the laws of the State of Florida ("Buyer"), whose 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 tenns and subject to the conditions set forth in this Contract. Buyer hereby agrees to purchase and accept the Subject Property from Seller, upon the tenns 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 $265,000,000.00 or such greater amount as is determined to be the fair market 027200/80907/466615/1 ~..../ value by such bona fide MAl appraisal as Buyer may 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. The Seller hereby preapproves Larry A. Church, an MAl appraiser with Premis, Inc., in the event the Buyer selects him to perform 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 Subject 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 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. Not later than two (2) business days following the Effective Date, Seller shall deliver 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 the Effective Date 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 the Purchase Price hereunder; (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 of the Effective Date; and (iii) to obtain a 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 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 Phase I environmental assessment report, Buyer 027200/80907/466615/1 2 Ji' 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 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 the Effective Date. 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 Effective Date. Seller shall not be required to make any 'expenditures with regard to its cooperation with the Buyer on due diligence matters. 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 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 the Effective Date, the Due Diligence Period shall be deemed concluded and the parties shall proceed with the closing in accordance with the terms of this Contract. If Buyer is unable to make these confirmations prior to the end of the Due Diligence Period, Buyer may elect to terminate this Contract by providing written notice of termination to Seller. Notice of termination must be provided to Seller before 5:00 p.m. EDT on the ninetieth (90th) day following the 027200/80907/466615/1 3 Effective Date. If no notice of termination has been sent in the manner provided, 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 harmless 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 indemnity 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 closing 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. 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 provided 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 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. 027200/80907/466615/1 4 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 defined 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. (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 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 027200/80907/466615/ I 5 which is described in a written 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 full 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, develop or market the Subject Property according to the terms hereof. (4) Buyer is a municipal corporation duly organized and existing under the laws of the State of Florida with all rights and powers attendant thereto. (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 improvements whatsoever. Each of the foregoing representations and warranties of Buyer shall survive the closing on Buyer's purchase of the Subject Property. 11. Time for Acceptance; Contract Date: If this Contract is not executed by and delivered to all parties or fact of execution communicated in writing between the parties on or before Tuesday, July 10, 2001 at 5 p.m., this offer will be withdrawn. The Date of this Contract 027200/80907/466615/1 6 ) 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: If Buyer fails to perform this Contract within the time specified, including payment of 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' Fees: In the event it shall be necessary 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 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 Saturday, Sunday 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 pennitted hereunder must be in writing 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 027200/80907/466615/1 7 ". 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: HEAL THCARE 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, PROFESSIONAL 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: CITY OF WINTER SPRINGS 1126 East S.R. 434 Winter Springs, Florida 32708 Phone: 407-327-1800 Fax: 407-327-6686 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 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. 027200/80907/466615/] 8 l8. 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 purchase 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 modified 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. 2 l. 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 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. 027200/80907/466615/1 9 23. For Sale Sign. Seller may place a "For-Sale" sign on the Property and continue its marketing of the Property during the pendency of this Contract, provided that Seller discloses the existence of this Contract to any potential buyer with whom Seller enters negotiations, and further provided that any agreements entered into with any such potential buyer are expressly subject to this Contract and will terminate upon a closing under this Contract. IN WITNESS WHEREOF, the parties have caused these presents to be executed on the day and year first above written. "SELLER" Signed, sealed and delivered in the presence of: HEAL THCARE CENTER FOR THE HOMELESS, INC., a Florida non profit corporation By: Name: Its: Print Name: Date: July _, 2001 Print Name: "BUYER" CITY OF WINTER SPRINGS, a municipal corporation and political subdivision of the State of Florida By: Name: Its: Print Name: Date: July _,2001 Print Name: 027200/80907/466615/1 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. 027200/80907/466615/1 II