ASSIGNMENT AGREEMENT
(Macon, Georgia)
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 June 3, 1996, relating to a certain parcel of land located in
Macon, Georgia (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 fifty (150) units (the
"Project") and a medical office building and/or independent senior villas;
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 for 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
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
[LETTERHEAD OF CAREMATRIX]
VIA FEDERAL EXPRESS
June 3, 1996
T. Xxxxxxx Xxxxxx, Jr., Esq.
Martin, Snow, Grant & Napler
000 Xxxxx Xxxxxx
X.X. Xxx 0000
Xxxxx, Xxxxxxx 00000-0000
RE: OFFER TO PURCHASE PROPERTY AS THE HEPHZIBAH
CHILDREN'S HOME BEING 14 ACRES (PLUS/MINUS) LOCATED AT
0000 XXXXXXX XXXX, XXXXX, XXXXXXX
Dear Xx. Xxxxxx:
This letter constitutes an offer (the "Offer") by CareMatrix Corporation, a
Delaware corporation, or its nominee (the "Buyer") to purchase from the Wesleyan
Church (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 14.77 acres of
Property outlined on Exhibit "A" hereto (the "Property"): That property
described as: all that tract or parcel of land situated, lying and being in
Xxxx County, Georgia, containing 15 acres, more or less, and being more
particularly shown on a plat dated October 8, 1982, recorded in Plat Book
65, Page 79, Clerk's office, Xxxx Superior, which said plat is attached
hereto as Exhibit "A" and made part hereof LESS AND EXCEPT that portion
thereof conveyed to the Georgia Department of Transportation for the
widening of Forsyth Road. The Property is zoned PDC & R-3, and includes all
easements, licenses, permits or approvals, entitlements, privileges, rights
of egress and ingress and all other appurtenances relating to such land.
Seller shall have the right, at its sole cost and expenses, at its
election, to remove any improvements located on the Property prior to the
Closing.
2. the purchase price for the Property will be Two Million Two Hundred
Thousand dollars ($2,200,000).
X. Xxxxxxx Xxxxxx Xx., Esq.
June 03, 1996
Page 2
A. Twenty-Five Thousand Dollars ($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. One Hundred Thousand Dollars ($100,000) (the "Additional Deposit")
will be paid (and also held in escrow by the Escrow Agent) on or
before September 30, 1996 (the "Commitment Date"); and
C. At the Closing (defined below), the Buyer will pay the balance of the
Purchase Price.
3. A. The closing (the "Closing") for the Buyer's acquisition of the
Property will be at 12:00 E.S.T., January 15, 1997, 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 January 15, 1997, to as late as March 15, 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 Five-Thousand Dollars ($5,000) 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),
but 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 the 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. E.S.T. on June 10, 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. E.S.T. on July
01, 1996. The Purchase Agreement will incorporate the terms of this Offer
and will contain such
X. Xxxxxxx Xxxxxx Xx., Esq.
June 03, 1996
Page 3
other agreements, representations, warranties or conditions as re 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 July 1, 1996, then at the Buyer's or Seller's
election, the initial Deposit shall be immediately refunded to the Buyer
and this Offer shall be null and void.
6. 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 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 by deem
necessary or appropriate.
B. Further, within ten (10) 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,
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. E.S.T. 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
X. Xxxxxxx Xxxxxx Xx., Esq.
June 03, 1996
Page 4
Seller on or before 5:00 p.m. E.S.T., on the Commitment Date, then the
Buyer's right to terminate pursuant to this Paragraph 6.C shall have
been waived in all respects.
7. 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:
A. Prior to September 30, 1996, the Buyer shall review and be satisfied
with all zoning, land use and environmental laws, codes, ordinances
and regulations affecting the Property. Prior to closing, Buyer's
shall have obtained all zoning, subdivision and environmental permits
and approvals and any other applicable permit or approval as may be
necessary for the Buyer's proposed development and construction of a
proposed ALF/ILF development consisting of minimum of One-Hundred and
Fifty (150) units on the Property and the development and construction
of a Medical Office Building and/or Independent Senior villas on the
Property in such size and with such specifications as the Buyer shall
determine in its sole discretion the "Project"), without limitation,
the expiration of any applicable appeal period(s) without an appeal
having been filed; and
B. If any of the foregoing conditions are not satisfied prior to the
period(s) specified above, 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).
8. 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.
9. 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.
X. Xxxxxxx Xxxxxx Xx., Esq.
June 03, 1996
Page 5
10. 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.
11. 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 that Seller has engaged The Ramsbottom Company and has
agreed to pay them a fee equal to ten percent (10%) of the sales price.
Further, 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 upon the delivery and recording of the deed pursuant to Seller's
separate agreement with such Broker.
12. 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 land 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;
(iv) the ALTA Owner's Title Insurance Policy insuring the Buyer's
title to the property; and,
(v) any financing or mortgage fees including documentary stamps (if
customarily paid by Seller) and intangible tax on the note and
mortgage.
X. Xxxxxxx Xxxxxx Xx., Esq.
June 03, 1996
Page 6
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.
13. 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/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
The above Offer is hereby accepted in all respects.
Date: 6/8,1996
SELLER:
The Wesleyan Church Corporation
By: [ILLEGIBLE]
------------------------
Title: General Secretary
cc: Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxx, III, Esq.
Xxxxxxx X. Ramabottom, CCIM
Attachment
X. Xxxxxxx Xxxxxx Xx., Esq.
June 03, 1996
Page 6
Diagram of Commercial Center and Office Park
