HomeMy WebLinkAboutCambridge Development Tri-Party Sewer Agreement -1993 03 31
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TRI-PARTY SEWER AGREEMENT
This Agreement is entered into as of 3) fir day of March, 1993,
by and between HOOKER HOMES, INC., a Georgia corporation
("Hooker"), THE CITY OF WINTER SPRINGS, FLORIDA, a Florida
municipal corporation (the "City") and CAMBRIDGE DEVELOPMENT, LTD.,
a Florida limited partnership ("Cambridge").
WITNESSETH:
WHEREAS, Hooker is the owner of an undeveloped tract of land
in the Tuscawilla PUD located within the City, and more
specifically described in Exhibit "A" attached hereto and
incorporated herein by reference (the "Property"); and
WHEREAS, City asserts Hooker is two (2) years' delinquent in
the paYment to the City of the annual sewer maintenance fee in the
amount of $256.00 each, per year for 196 prepaid sewer connections '"
which accrue to the benefit of the Property, for a total
delinquency amount of $100,352.00; and
WHEREAS, the City has threatened to rescind the Sewer Taps for
the Property for such failure to pay the annual maintenance fees
therefor; and
WHEREAS, contemporaneously with this Agreement, Hooker and
Cambridge have entered into a contract for sale and purchase (the
"Purchase Contract") wherein Cambridge will purchase the Property,
subject to the terms and conditions provided in said Purchase
Contract; and
WHEREAS, the City, Hooker and cambridge have agreed that the
city will postpone rescission of 97 of the prepaid sewer
connections (the "Sewer Taps") in consideration of the placing in
escrow by Cambridge of the sum of FIFTY THOUSAND AND 00/100 DOLLARS
($50,000.00) pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals,
the sum of Ten Dollars ($10.00) in hand paid and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. The foregoing recitals are incorporated herein by
reference.
2. within two (2) business days of the execution of this
Agreement by all parties hereto, Cambridge shall place in escrow
with Baker & Hostetler (the "Escrow Agent") the sum of FIFTY
THOUSAND AND 00/100 DOLLARS ($50,000.00) to be held in an interest
bearing account and distributed in accordance with the terms of
this Agreement (the "Escrow Deposit").
3. Cambridge shall have until Friday, May 28, 1993 to decide
whether or not it shall purchase the Property (the "Inspection
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Period"). Cambridge shall have such rights as are permitted under
the Purchase Contract to inspect the Property. If for any reason
cambridge decides not to purchase the Property, Purchaser shall
deliver notice of such decision to the Escrow Agent, the city and
Hooker prior to the expiration of the Inspection Period (or any
extension thereof), then the Escrow Agent shall return the Escrow
Deposit to cambridge. In that event, the City shall give Hooker
an additional thirty (30) days, from the date of such notice, to
make a substitute payment of the annual maintenance fees for the
Sewer Taps, or, at the end of such thirty (30) day period if
paYments are not made, the Sewer Taps shall be rescinded and there
shall be no further paYment obligation on the part of Hooker for
any accrued or future sewer maintenance fees for any sewer taps on
the Property and the City shall have no future obligation to
provide to Seller (or to any successor in interest) sewer
connections for the Property.
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4. Upon full execution of this Agreement, Hooker shall "
release to the city, 99 of its prepaid sewer connections.
Notwithstanding the foregoing, Hooker specifically reserves all
rights to its remaining 97 remaining prepaid connections, subject
only to the rights of cambridge, if any, hereunder.
5. If at the end of the Inspection Period, Cambridge has not
given notice of its intent to terminate the Purchase Contract, then
Cambridge shall notify the city, Hooker and the Escrow Agent of
the number of the Sewer Taps it desires for the Property, and the
Escrow Agent shall pay to the City the sum of $512.00 per each
Sewer Tap so designated, to a maximum of $50,000.00. The balance
of the Escrow Deposit shall be delivered to Chicago Title Insurance
Company, as escrow agent, to be held in escrow pursuant to the
terms and conditions of the Purchase Agreement. In the event that
either Cambridge or Hooker pay to the city the $512.00 per sewer
tap pursuant to this paragraph 5, there shall be no further paYment
obligation on the part of either Cambridge or Hooker for any
accrued sewer maintenance fees for any sewer taps on the Property
or any futuFe sewer maintenance fees for any sewer taps returned
to the City and the city shall have no obligation to provide
additional ~ewer taps in excess of the ninety-seven (97) remaining
Sewer Taps .**'1; See Below.
6. If it shall be necessary for any party to this Agreement
to bring suit to enforce any provisions hereof or for damages on
account of any breach of this Agreement, the prevailing party on
any issue 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.
7. This Agreement may be executed in one or more duplicate
~ counterparts, each of which shall upon execution by all parties be
deemed to be an original.
Whether or not Cambridge exercises its option to purchase, the City will retain the 99
. connections returned and the City shall owe no party any monies for such 99 connections
_, -7tt~~ the City realizes for such connections on resale.
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8. Any notice or other communication permitted or required
to be given hereunder by one party to the other shall be in writing
and shall be hand delivered (which shall include confirmed receipt
of a telecopy facsimile), by nationally recognized overnight
courier service, or mailed by registered or certified United states
Mail, postage prepaid, return receipt requested, to the party
entitled or required to receive the same at the address specified
below or at such other address as may hereafter be designated in
writing by any such party, to wit:
To Hooker:
Hooker Homes, Inc.
5855-Q Oakbrook Parkway
Norcross, Georgia 30093
Attention: William V. McRae, III
General Counsel
and
William A. Kuzel
Vice President-Project Sales
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To city:
Attention:
with a copy to:
Attention:
To Cambridge: Cambridge Development Ltd.
598 s. North Lake Blvd., suite 1040
Altamonte springs, Florida 32701
Attention: William s. Orosz, Jr.
With a copy to: Baker & Hostetler
200 s. Orange Ave., suite 2300
Orlando, Florida 32801
Attention: Joseph J. Kedow, Esq.
To Escrow Agent: Baker & Hostetler
200 s. Orange Ave., suite 2300
Orlando, Florida 32801
Attention: Joseph J. Kedow, Esq.
9. The interpretation and enforcement of this Agreement
shall be governed by and construed in accordance with the laws of
the state of Florida and shall bind, and the benefits and
advantages shall inure to and be enforceable by the parties hereto
as well as their respective personal representatives, heirs,
successors and assigns. Whenever used, the singular name shall
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include the plural, the plural the singular, and the use of any
gender shall be applicable to all genders.
10. Baker & Hostetler ]01nS in the execution of this
Agreement for the express purposes of receiving, collecting, and
holding the Escrow Deposit subject to the terms and conditions set
forth herein and otherwise agreeing to be bound by the provisions
set forth in this Agreement with respect to the disbursement of the
Escrow Deposit. City, Hooker and Cambridge hereby authorize the
disbursement and delivery of the Escrow Deposit by the Escrow Agent
in accordance with the terms and provisions set forth in this
Agreement. If, however, in the sole discretion of the Escrow Agent
some doubt exists as to when, whom or under what circumstances such
Escrow Deposit shall be disbursed hereunder, and the parties hereto
are unable after ten (10) days' prior written notice thereof from
Escrow Agent, to agree and direct Escrow Agent, in writing, as to,
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when, whom or under what c1rcumstances Escrow Agent shall d1sburse
the same, Escrow Agent shall be entitled to interplead said Escrow
Deposit into the Circuit Court of the county in which the property
is located, without further liability or responsibility on its
part. Costs, expenses and attorneys' fees incurred by Escrow Agent
in connection with any such interpleader may be deducted by Escrow
Agent from the amount of the Escrow Deposit prior to its deposit
into the registry of the court. In any event, however, all parties
agree that Escrow Agent shall have no liability or any further
responsibility to any party or person whomsoever for any
disbursement of the Escrow Deposit made by Escrow Agent in good
faith unless such disbursement shall constitute a willful breach
of the duties and obligations of Escrow Agent under this Agreement
or gross negligence on the part of Escrow Agent.
11. The Quantum Group, Inc., ("Broker") joins in the
execution of this Contract for the express purpose of acknowledging
that Broker shall have no right to any commission or fee as a
result of this Agreement, but shall be entitled to a real estate
commission subject and pursuant to the terms and conditions in the
Purchase Contract. Additionally, the Broker hereby represents and
warrants to City, Hooker and Cambridge that to Brokers' knowledge
no other person, firm or corporation has been involved as broker,
salesman, finder or otherwise in connection with this Agreement and
to whom a commission or finder's fee is payable or claimed to be
payable, and, in consideration for the real estate brokerage
commission to be paid to Broker, subject and pursuant to the
provision of said Purchase Contract, Broker hereby agrees to
indemnify and save and hold City, Hooker and Cambridge harmless
from and against the paYment of any further or additional real
estate brokerage commissions or salesman's or finder's fees
whatsoever in connection with the transaction contemplated in this
Agreement. This paragraph 11 shall expressly survive the
termination or expiration of this Agreement.
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IN WITNESS WHEREOF, the parties have caused these presents to
be executed on the day and year first above written.
WITNESSED:
"CITY"
THE CITY OF WINTER SPRINGS
FWRIDA, a municipal corporation
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