ASSIGNMENT AGREEMENT
(Tampa, Florida)
THIS ASSIGNMENT AGREEMENT made this 3rd day of July, 1996, by and between
CareMatrix of Massachusetts, Inc. (f/k/a CareMatrix Corporation), a Delaware
corporation ("Assignor"), and Chancellor of Massachusetts, Inc., a Delaware
corporation ("Assignee").
WITNESSETH
WHEREAS, Assignor has entered into that certain Offer to Purchase (the
"Offer"), dated March 28, 1996, relating to a certain parcel of land located in
Tampa, Florida (the "Land"), a copy of which is attached hereto as Exhibit A;
WHEREAS, Assignor intends to develop the Land for an assisted/independent
living facility consisting of approximately one hundred twenty-five (125) units
(the "Project");
WHEREAS, upon the completion of construction of the Project, Assignor
intends to provide operational management services for the Project; and
WHEREAS, Assignor desires to assign its rights and obligations under the
Offer to Assignee, and Assignee desires to assume such rights and obligations.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Assignor hereby assigns, sets over and transfers unto Assignee to have
and to hold from and after the date hereof, all of the right, title
and interest of Assignor in, to and under the Offer, and Assignee
hereby accepts the within assignment and assumes and agrees with
Assignor, to perform and comply with and to be bound by all of the
terms, covenants, agreements, provisions and conditions of the Offer
on the part of Assignor thereunder to be performed on and after the
date hereof, in the same manner and with the same force and effect as
if Assignee had originally executed the Offer.
2. Assignor and Assignee agree that Assignor shall act as developer of
the Project pursuant to a turnkey development agreement in form and
substance reasonably satisfactory to each of Assignor and Assignee.
3. Assignor and Assignee agree that Assignor shall, upon completion of
construction of the Project, provide operational management services
for the
2
Project pursuant to a management agreement in form and substance
reasonably satisfactory to each of Assignor and Assignee.
4. Assignor agrees to indemnify and hold harmless Assignee from and
against any and all Claims (as defined in paragraph 6 hereof) accruing
or arising under the Offer on or before the date hereof
5. Assignee agrees to indemnify and hold harmless Assignor from and
against any and all Claims accruing or arising under the Offer after
the date hereof.
6. For the purposes of this Agreement, the term "Claims" means all costs,
claims, obligations, damages, penalties, causes of action, losses,
injuries, liabilities and expenses (including, without limitation,
reasonable legal fees and expenses).
7. This Agreement (i) shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, (ii)
shall be governed by the laws of the Commonwealth of Massachusetts,
and (iii) may not be modified orally, but only by a writing signed by
both parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.
ASSIGNOR
CAREMATRIX OF
MASSACHUSETTS, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title:
ASSIGNEE:
CHANCELLOR OF
MASSACHUSETTS INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title:
Exhibit A
[LOGO]
CAREMATRIX
March 28, 0000
00xx Xxxxxx Property Partnership
CIO Xxxxx X. Xxxx, Xx., President
XXXXX XXXX, INC.
000 Xxxx Xxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Re: OFFER TO PURCHASE PROPERTY LOCATED AT
00000 00xx Xxxxxx, Xxxxx, Xxxxxxx
Dear Xx. Xxxx:
This letter constitutes an offer (the "Offer") by CareMatrix Corporation, a
Delaware corporation, or its nominee (the "Buyer") to purchase from 00xx Xxxxxx
Property Partnership (the "Seller") the property (defined below) on the terms
and conditions contained in this letter.
1. The Buyer will acquire all of the Seller's interest in the following
described property (the "Property"): That property designated on the
attached description sketch (consisting of 2 sheets), containing
approximately 6.0 acres, together with all easements, licenses, permits or
approvals, entitlements, privileges, rights of egress and ingress and all
other appurtenances relating to such land, all more particularly described
on Exhibit "A" hereto. (Subject to notes on Sheets 1 and 2 of Exhibit "A".)
2. The purchase price for the Property will be $1,650,000 to be paid as
follows:
(a) $25,000 (the "Initial Deposit") will be paid (and held in escrow in
accordance with the terms of this letter by the Escrow Agent named below)
upon delivery of a fully executed copy of this Offer to the Buyer;
(b) $25,000 (the "Additional Deposit") will be paid (and also held in
escrow by the Escrow Agent in accordance with the terms of this letter)
upon delivery to the Buyer of a fully executed copy of the Purchase
Agreement (defined below); and
(c) At the Closing (defined below), the Buyer will pay the balance of the
Purchase Price.
THE CAREMATRIX GROUP, INC.
000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 Telephone: 000-000-0000
Xx. Xxxxx X. Xxxx, Xx.
March 28,1997
Page 2
3. A. The closing (the "Closing") for the Buyer's acquisition of the Property
will be on November 30, 1996, at the office of the Escrow Agent or such
other location as is mutually agreeable to the Buyer and Seller.
B. The Buyer shall have the option to extend the date of the Closing beyond
November 30, 1996, and as late as February 28, 1997, by giving to the
Seller one or more written extension notices at least ten (10) days prior
to the then scheduled date Of Closing. Each such extension notice shall be
accompanied by a payment to the Seller in the amount of $2,500 for each
thirty (30) day period (or fraction thereof) included within the extension
set forth in such notice. All such extension payments shall be
non-refundable if the Closing does not occur (except in the event of the
Seller's default) and shall be credited in full against the Purchase Price
if the Closing does occur, time being of the essence for each and every
date set forth in Section 3.
C. A statutory warranty Deed conveying good and clear record and marketable
title to the property (including, without limitation, free of all liens for
past due but unpaid real estate or personal property taxes or other
municipal charges), shall be delivered by the Seller to the Buyer at
Closing.
4. This Offer will remain open until 5:00 p.m. EST on March 29, 1996, on or
before which time the Seller shall accept this Offer and return a fully
executed copy to the Buyer, otherwise this Offer shall be null and void.
5. The Buyer and the Seller will use their best efforts to prepare and execute
a more comprehensive Purchase and Sale Agreement (the "Purchase Agreement")
to carry out the terms of this Offer on or before 5:00 p.m. EST on June
15, 1996 (the "Commitment Date"). The Purchase Price will incorporate the
terms of this Offer and will contain such other agreements,
representations, warranties or conditions as are customary in transactions
of the nature contemplated by this Offer. If and when the Purchase
Agreement is executed, the Purchase Agreement will constitute the entire
agreement between the Buyer and the Seller. If the Purchase Agreement is
not executed by the Commitment Date, then at the Buyer's election, the
Initial Deposit shall be immediately refunded to the Buyer and this Offer
shall be null and void.
A. Following the execution Of this Offer by the Seller, the Buyer and the
Buyer's agents, representatives, lender(s), architect(s), engineer(s) and
employees shall have access to the property at any time during normal
business hours and from time to time in order
Xx. Xxxxx X. Xxxx, Xx.
March 28,1997
Page 3
to perform such financial analyses, topographical and engineering surveys,
environmental site assessments and other tests, surveys and studies of the
Property, as the Buyer or the Buyer's lender may deem necessary or
appropriate.
B. Further, within five (5) days after the Seller's acceptance of this
Offer, the Seller will furnish to the Buyer, for the Buyer's review,
complete and accurate copies of all information, records and documentation
concerning the ownership and condition of the Property in the possession of
the Seller or the Seller's representatives, as the Buyer may reasonably
request, including, without limitation (but only for informational purposes
and without warranties or representations of any kind regarding accuracy),
plans and surveys, as-built plans and specifications for the building(s) on
the Property, soil tests, service contracts, governmental permits and
approvals, legal opinions regarding zoning or environmental matters
affecting the Property, engineering reports, environmental site
assessments, and title policies or abstracts. The Buyer will hold in strict
confidence all documents, data and information obtained from the Seller,
and if the Closing does not occur, will return the same to the Seller.
C. If the Buyer, in its sole discretion, is dissatisfied with the results
of any such tests or inspections, or with the content of any of the
documents, data or information obtained from the Seller, then the Buyer may
terminate this Offer (or the Purchase Agreement, if signed) by written
notice to the Seller on or before 5:00 p.m. EST on the Commitment Date.
upon such termination, the Initial Deposit (and the Additional Deposit, if
previously paid) shall be immediately returned to the Buyer, and neither
party shall have any further obligations or liabilities under this Offer
(or Purchase Agreement, if signed). If the Buyer has not sent such written
notice to the Seller on or before 5:00 p.m. EST on the Commitment Date,
then the Buyer's right to terminate pursuant to this Paragraph 6.C shall
have been waived in all respects.
6. This Offer (and the Purchase Agreement, if signed) will be subject to the
following additional condition to the Buyer's obligation to acquire the
Property:
Prior to the Closing, the Buyer shall review and be satisfied with all
zoning, land use and environmental laws, codes, ordinances and regulations
affecting the Property and shall have obtained all zoning, subdivision and
environmental permits and approvals and any other applicable permit or
approval including building and related permits sufficient to allow the
purchaser to immediately commence construction upon title transfer as may
be necessary for the Buyer's proposed development of a proposed senior
housing development
Xx. Xxxxx X. Xxxx, Xx.
March 28,1997
Page 4
consisting of 125 independent and/or assisted living units on the Property,
including, without limitation, the expiration of any applicable appeal
period(s) without an appeal having been filed; and
If the foregoing condition is not satisfied prior to the Closing, the Buyer
may elect not to purchase the Property. In such case the Initial Deposit
(and the Additional Deposit, if previously paid) shall be refunded to the
Buyer, and neither party shall thereafter have any further obligations or
liabilities under this Offer (or the Purchase Agreement, if signed).
7. In the event of a default by the Buyer under this Offer or under the
Purchase Agreement, any and all sums paid by the Buyer as the Initial
Deposit or the Additional Deposit to the date of such default shall be
retained by the Seller as liquidated damages and shall constitute the
Seller's sole and exclusive remedy with regard to any such default, either
at law or in equity.
8. From and after the date on which this Offer is signed and accepted by the
Seller, and until the obligations of the Buyer and the Seller under this
Offer have terminated, the Seller shall not offer or negotiate another sale
of all or any part of the Property to any third party. Further, the Seller
shall not enter into any new rental, management, maintenance or other
agreement affecting the Property without the prior written consent of the
Buyer and shall operate and maintain the Property in a professional manner.
9. The Escrow Agent ("Escrow Agent") will be Gunster, Yoakley & Xxxxxxx P.A.
located in West Palm Beach, Florida. In the event of any dispute regarding
either or both of the Initial or the Additional Deposit (collectively, the
"Deposits"), the Escrow Agent shall have the right to turn the Deposits
over to any party mutually agreeable to the Buyer and the Seller (who shall
hold the same subject to the terms hereof) or, if the Buyer and the Seller
are unable to agree upon such party, pay the Deposits into a federal or
state court and, upon doing either, will have no further liability
regarding its role as Escrow Agent. All Deposits made hereunder shall be
held in an interest bearing account and any interest which accrues on the
Deposits shall be shared equally between the Buyer and the Seller in the
event the Closing occurs and otherwise shall follow the Deposits. The
Seller acknowledges that the Escrow Agent is counsel for the Buyer, and may
continue to act as such counsel notwithstanding any dispute or litigation
arising with respect to its duties as Escrow Agent hereunder.
10. Each of the Buyer and the Seller hereby warrants and represents to the
other that such party has not dealt with any broker in connection with this
transaction, except Xxxxx Xxxx, Inc. Further,
Xx. Xxxxx X. Xxxx, Xx.
March 28,1997
Page 5
each of the Buyer and the Seller agrees to indemnify and hold harmless the
other from any loss, cost or expense which such non-indemnifying party may
incur as a result of any inaccuracy in the other party's warranties and
representations as set forth in the prior sentence. All brokerage fees due
in connection with this transaction will be paid by the Seller at the time
of delivery and recording of the deed.
11. The costs of this transaction shall be shared as follows;
A. The Seller shall pay all costs and fees associated with:
(i) all documentary transfer taxes and recording costs associated with
this transaction; and
(ii) fees and other expenses charged by the Seller's attorney.
B. The Buyer shall pay all costs and fees associated with:
(i) fees and other expenses charged by the Buyer's attorney;
(ii) a current survey for the Property meeting ALTA requirements;
(iii) a current environmental site assessment for the Property; and
(iv) the ALTA Owner's Title Insurance Policy insuring the Buyer's title to
the Property.
C. Any items of cost or expense not specifically allocated above shall be
paid by the party to the transaction who customarily bears such cost or
expense within the jurisdiction where the Property is located.
12. A. The person executing this Offer as the Seller or on behalf of the Seller
warrants and represents to the Buyer that the undersigned has full power
and authority to execute and deliver this Offer and the Purchase Agreement
and to perform the obligations of the Seller.
B. The person executing this Offer as the Buyer or on behalf of the Buyer
warrants and represents to the Seller that the undersigned has full power
and authority to execute and deliver this Offer and the Purchase Agreement
and to perform the obligations of the Buyer.
BUYER:
CAREMATRIX CORPORATION
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
Title: Ex. Vice President
Xx. Xxxxx X. Xxxx, Xx.
March 28,1997
Page 6
The above Offer is hereby accepted in all respects.
Date: Xxxxx 00, 0000 XXXXXX:
By: /s/ Xxxxx X. Xxxx
--------------------------
Name: Xxxxx X. Xxxx
Title: Trustee
cc: Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxx, Ill, Esq.
Xxxxxx X. Xxxxxxx, Xx.
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DESCRIPTION SKETCH
(NOT A BOUNDARY SURVEY)
(SHEET No. 1 OF 2 SHEETS)
DESCRIPTION: Part of the Northeast 1/4 of the Southeast 1/4 of Section 5,
Township 28 South, Range 19 East, Hillsborough County, Florida, and being
more particularly described as follows:
From the Southwest corner of the Northeast 1/4 of the Southeast 1/4 of
Section 0, Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx, Xxxxxxxxxxxx Xxxxxx, Xxxxxxx,
run thence N. 00 (degrees) 39' 20" W, 1000.00 feet along the West boundary
of the said Northeast 1/4 of the Southeast 1/4,-thence S. 89 (degrees)
58'J9" E., 659.31 feet along a line 1,000 feet North of and parallel with
the South boundary of the said Northeast 1/4 of the Southeast 1/4 to the
POINT OF BEGINNING; thence continue S. 89 (degrees) 58' 39" E., 674.60 feet
along a line 1,000 feet North of and parallel with the South boundary of
the said Northeast 1/4 of the Southeast 1/4 to the Westerly right-of-way
line of 37th Street, thence S. 00 (degrees) 03' 55" W., 542.28 feet (being
25.00 feet West of and parallel with the East boundary of the Northeast 1/4
of the Southeast 1/4 of said Section 5) along said Westerly right-of-way;
thence N. 89 (degrees) 58' 39" W., 527.09 feet, thence N. 39 (degrees) 55'
59" W., 440.45 feet, thence N. 46 (degrees) 31' 38" E., 50.00 feet; thence
N. 24 (degrees) 58' 52" E., 97.08 feet; thence N. 35 (degrees) 27' 20" E.,
100.92 feet to the POINT OF BEGINNING.
Containing 8.659 acres, more or less.
Note. Legal description to be revised to reflect reduction in the
"Property" size to approximately 6.0 acres.
NOTE: See Sheet No. 2 for Sketch.
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[SURVEYOR'S CERTIFICATE/LETTERHEAD OF
XXXXX & ASSOCIATES, INC.
CIVIL ENGINEERING
LAND SURVEYING]
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DESCRIPTION SKETCH
(NOT A BOUNDARY SURVEY)
(SHEET No. 2 OF 2 SHEETS)
[The printed material contained a drawing
representing a description sketch of a property]
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[SURVEYOR'S CERTIFICATE/LETTERHEAD OF
XXXXX & ASSOCIATES, INC.
CIVIL ENGINEERING
LAND SURVEYING]
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