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HomeMy WebLinkAboutHealthcare Center for the Homeless Settlement Agreement -2001 08 03 -~ .... -- SETTLEMENT AGREEMENT THIS SE~TLEMENT AGREEMENT ("Agreement") is made and entered into this 3 r4 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 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, 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/I00 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 obtain, at its sole cost and expense, an updated MAl appraisal (the "Updated 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 and on any instructions or assumptions given to the appraiser for use in conducting the appraisal. The purchase price of the Property shall be the fair market value for the Property reflected in the Updated Appraisal (the "Purchase Price"); provided, however, the Purchase Price shall not exceed Three Hundred Thirteen Thousand Five Hundred Thirty-one and No/lOO Dollars ($313,531.00) irrespective of the fair market value reflected in the Updated Appraisal. - 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 a Settlement Sum identified in the applicable alternative set forth below: (i) If the fair market value of the Property in the Updated Appraisal is less than Three Hundred Thousand and Noll 00 Dollars ($300,000.00), the Settlement Sum shall consist of the fair market value Purchase Price and an additional amount representing a reimbursement for HCCH's out-of- pocket expenses that is the difference between the fair market value and Three Hundred Thousand and Noll 00 Dollars ($300,000.00). An itemized list ofHCCH's out-of-pocket expenses is attached as Exhibit "C." (ii) If the fair market value of the Property in the Updated Appraisal is equal to or greater than Three Hundred Thousand and No/IOO Dollars ($300,000.00) but less than or equal to Three Hundred Thirteen Thousand Five Hundred Thirty-one and No/IOO Dollars ($313,531.00), the Settlement Sum shall consist of only the fair market value Purchase Price. (iii) If the fair market value of the Property in the Updated Appraisal is greater than Three Hundred Thirteen Thousand Five Hundred Thirty-one and Noll 00 Dollars ($313,531.00), the Settlement Sum shall consist of only the Purchase Price which is capped at the amount of Three Hundred Thirteen Thousand Five Hundred Thirty-one and Noll 00 Dollars ($313,531.00). 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. 466635-2 2 .,/ -"' 5. Termination of Liti2ation. 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. 6. 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. 7. Settlement A2reement Not Admissible. This Settlement Agreement shall not be admissible for any purpose in any legal, quasi-legal, or 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 ofthis 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 A2reement. 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. Headin2s. 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 466635-2 3 -- 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: ~ ~,4~;,e. , ~R' :..A~ . { /3/,10 ( BY: AS: DATE: '" i[ evvJAJ/J 'WI ( ~ , ~'h~ 2 -" J- Il' J 466635-2 4 - 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. 466635-2 5 -- ~ ......... a...._.."...,~ EXHIBIT B Summary Appraisal Report Of A 7.75 Acre Parcel Of Land Located At 250 Old Sanford Oviedo Road. In Wintec Springs, St\I1linole County. Florida Plepucd b Peoplea PInt CoI'DlP1,II'tJ BIUIk 116 But AltamoDtO Drift Altamonte Sprinp, Florida 32701 Atm: Marie MmeUa Page 1 of 3 . ' - p PlUMJ8.IBc. A~ ......... a~.... ....,. . ca.--....... .... ft:~ Pa: 4a7~ 0Ir ........ .. .,.,. PRIMI. ."IillIllt'" ,...lIMIIIIaI Pebruary 24, 2000 Peoplea Mnt Community Bank 116 But Altamonte brivtt Alwnontll Sprinp. PIodda 32701 Attendon: Marie ManeD. t.liet and Gentlemen: . At )'OlD' ~... we haw JXftC!III)' inspected and appmt- die perceI olland cootainlng 1.15 ICftI. ~ alona the .north aide of Old Sanford Oviedo Road.. commonly known as 250 Old Sword OvIedo ROId. This il a summary appraisal RfOI'l which II intended to comply with tho Iq)OItina rc;quiromentllet forth under Standsudl Rule 2-2(b) ~ the Ualform StandmIa of Profeaa1onal Appnilll Practice for i'sununaay appraIlII report. M lOCh. it pacntllUIIImUY dilCUlliona of the ~ reuoale8- and .")'MII that weR \JICd in tbe.1pIftiIaI proceu to develop the eppraiIed. ap1dOD of value. Addldonal ~I cJocumentAdon ooncemilll die.... muonInSIDd analyse. II retained In the IppraillCn' file. The depth of ditc:US$ion conlaiftlld in dd. report Is apedflc to the needI of the clicd and for 1hc intl:Ddcd UIC ItIIIed in tho ~. The appniaen Ire not relponaJb1e for die UMUd\odzed u. oflbll seport. . The purpoIC of thiI ippIiuI wu to estimate the nwbt value of the fee limple interest in the sub~ property u of lhe errectivc dare of die apprailal The function of tho appraiaaJ ia for marketlns and estllbllahinal martcet value for Iho IIlbject property for the purposo of maldna . real 0ItIte lo.n. MarIcet value, fee IImple lntlnal and other appralut tmDI aro daftnac1 within tho te~t ofthiaJqJOlt. M . result of our inVCltipdon into thole maUen which affect mtIrIcet val.... and by vinue of our CJtpmence and training. we have formed the opinion thItt dTccdvo FobNary 21, 2000. &he maritet value of the fee ample intereIC in the real propaty was: Two Hundred SIxtJ..1'Ive ,.....nd DalIIan (1265'-). Page 2 of 3 ~ -- PapU 'Pebruaty 24, 2000 Tbe appraiIal ana1yaea, opiniOl1$ and conclusions were developed, aDd 1hIs appra"" report hat been ~ In conformance whb (Ind the use of this report i. subject to) all reauJalions issued by the appropriate rqularory eodtk:s repntfni the enactment of Tide XI ot the P'mlftCIal ln8dcutioD 1Worm, R.ecovery and Bnforceu.- Act of 1989 (FIRRBA). the Untform Standards of JIM( ,""'1 Appraiul Pracdce. u pmmulpted by the Appraisal Standuda Board of !he AppraiPI Fomr"~ aDd the Code of Professional Etbkl and the Srandards of Profesalanal Pnctk:e of tile AppnIDl JllldIUle wblcb includeI the provllioru tor peer review. We do DOt IUIborb:c die out-ot- ~ quodna from or partial reprlDttns of tbil appraital report; and neither ,n nor pan of Ibis appraisal IqXXt lhall be diasemlnatal to the general public by me UIC of any public ~nlcadoDs media without the prior written consent of the u~lgfteCI .ppraisen. . . 1bis Idler of transmittal ptecede8 the auPnli}' appraisal report. futtber dllcribina the propaty IDll coaWnina the rcuonina and mote pertinent data leadlna to tb:: final value atimate. yOU' ,pP.ntIon ia directed to rbc -C.MlYIl "u$lI1IfPtlons". -G.Mrtd Litnhha, CDndiliOl'll", .nd "Cenl/fctll, 0/ AppmistJ/" which are considered usual for this type of .uignment and .VIS been Included widUn the text of thll report. . ~lIy ....bmlUed. PRIMlS. Inc. 1..arry A. Church. MAl. 8RA Sta I pprailer 0000'99 W. WaltOD . Anoclafe State-Cenlfled 1leIldential Appniler ()()()3()N LAC:WWC:da 8116 Page 3 of 3 i> ., .. ,n - EXHIBIT "e" WINTER SPRINGS PROPERTY EXPENSE DETAIL July 23, 2001 Expenses: Property Costs Property Purchase Down Payment on Property Hard Costs General Liability Insurance Ray Valdes - Property Taxes Universal Engrg. Svcs - (Boring) Booker Grey Environmental- (Wetlands Delineation) Lochrane Engineering - (Topographic Survey) Universal Engrg. SVC5 - (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 / Attorney Fees Consultant research regarding Convalescent Center programs and operations Total Property and Hard Costs for Winter Springs Property: DocsOpen: 466534 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 73,525.00 313,531.00