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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.