681-PRA MEMORANDUM OF AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered this C~ I day of~ {~ddtg/L-
1997, (the "Effective Date"), by and between the CITY OF SANFORD, the first party, hereinafter
referred to as the "CITY", and whose address is 300 North Park Avenue, Sanford, Florida 32771 and
PRA Development and Management, Inc., the second party, hereinafter referred to as "PRA", and
whose address is edo William C. Longa, Esquire, Longa & Aceto, LLC, 264 Amity Road, Suite 103,
Woodbridge, Connecticut 06525.
1. This Agreement concerns portion of the following described real property:
All of Blocks 1, 2, 11, 12, 13, 14, 22 and unlotted Block East of
Block 13 and North of Block 22, all lying North of FIRST STREET
CHAPMAN AND TUCKER'S ADDITION TO SANFORD recorded
in Plat Book 1, Page 24 and Plat Book 3, Page 55; All of Blocks A,
B, C and D, FIRST STREET EXTENSION, according to the map or
plat thereof as recorded in Plat Book 3, Page 76; Lots 48, 49, 50, 51,
52, 53 and 54, LAKE VIEW PARK, according to the map or plat
thereof as recorded in Plat Book 3, Page 41 of the Public Records of
Seminole County, Florida.
A map of the above-described real property is attached hereto as Exhibit "A" .
2. The CITY concludes that the development oflakefront property as a hotel/convention
center would serve a valid public purpose and therefore hereby agrees that it will allow PRA a period
of one (1) year from the date of this Agreement to perform certain preliminary development tasks on
the above-described real property. During this one (1) year period, the CITY agrees that it will deal
exclusively with PRA in considering the potential development of portions of the above-described
real property as a hotel/convention center.
3. PRA hereby agrees that in the one (1) year period from the date of this Agreement,
it will perform the following tasks adhering to the schedule set forth as dosely as possible (subject
to the extensions set forth below):
a. Feasibility Study and Appraisal 3 months
b. Conceptual Design Phase 6 months
c. Development approvals, including all applicable site
plan review and permits 9 months
d. Long Term Lease Agreement with CITY, i.e. 99 year
lease 12 months
e. Securing suitable financing, construction to commence
in stages alter financing is obtained 18 months
Notwithstanding the foregoing estimated schedule, the time flame for each task shall be
automatically extended for an additional three (3) month period upon the written request of PRA to
the City, provided PRA is proceeding with due diligence. If such extension is necessary, then the
completion date for ail of the future tasks shall be extended accordingly.
4. Upon the request of the CITY or at the end of each three (3) month period, whichever
occurs first, PRA shall report to the City Commission in writing and orally on the status of the
project. If the CITY determines, after written notice and a thirty (30) day opportunity to cure, that
PRA is not acting with due diligence at any time, the CITY may terminate this Agreement by giving
written notice to PRA. Such termination decision shall be made solely at the discretion of the CITY
whose decision shall be final.
5. This Agreement will be null and void should the CITY determine, during the course
of the year, that a legal impediment exists to the development of the real property which would
prevent the real property from lawfully being developed as a hotel/convention center. If the CITY
becomes aware of any such legal impediment, the CITY will provide prompt written notice to PRA.
Memorandum of Agreement
City of Sanford/PRA Development and Management, Inc.
Page 2
6. PRA may terminate this Agreement at any time during the one (1) year period if it
determines in its sole discretion that the development of the property is not feasible or desirable.
Such termination decision shall be made solely at the discretion of PRA whose decision shall be final.
7. In the event of termination of this Agreement for any reason, all studies, sun, eys, or
data generated by or at the request of PRA shall be turned over to the CITY forthwith, and may be
utilized by the CITY for any lawful purpose.
8. Notices shall be sent to the following:
William A. Simmons, City Manager
City of Sanford
300 Noah Park Avenue
Sanford, Florida 32771
PRA Development and Management, Inc.
c/o William C. Longa, Esquire
Longa & Aceto, LLC
264 Amity Road, Suke 103
Woodbridge, Connecticut 06525
9. This Agreement is intended to be a preliminary document preceding the preparation
and consideration of more formal agreements, including a lease of the premises, once the feasibility
and scope of the project are determined. This Agreement is not intended to obligate the CITY to any
particular course of action with PRA or this project, but it is intended as an expression of interest to
obtain morn data and to consider that data in determining whether or not to move forward with the
development of a hotel/convention center on a portion of the premises described above. It is
understood that the project is ultimately subject to approval, modification or disapproval without
limitation by the City Commission.
Memorandum of Agreement
City of Sanford/PRA Development and Management, Inc.
Page 3
IN WITNESS WHEREOF, the said first party has signed and sealed these presents the day
and year first above written.
CITY OF SANFORD, FLORIDA
300 North Park Avenue
Sanford, Florida, 32771
ATTEST:
Its:
PRA DEVELOPMENT AND
MANAGEMENT, INC.
c/o William C. Longa, Esquii'e
Longa & Aceto, LLC
264 Amity Road, Suite 103
Woodbridge, Connecticut 06525
ATTEST: ~~nt
Ti~e:' ~.) Pa/~ '
/~ / ts:/ '
~~.'~__~.fC ~ Z ' ' _~ ' Seere%ary, Treasurer
Witness Eorra~ ~es December 22,1997
~ ~ . Date:
Memorandum of Agreement
City of Sanford/PRA Development and Management, Inc.
Page 4
Commonwealth of Pennsylvania)
) SS
County of Philadelphia )
On this;~'Tc/~ day of~j/~t997, before me a notary public, the undersigned
officer, personally appeared Joseph Pacitti, known to me to be the person whose name is
subscribed to the within instrument, and acknowledged that he executed same for the
purposes therein contained.
In witness whereof, I hereunto set my hand and seal.