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R-2016-46 CITY OF CLERMONT RESOLUTION NO. 2016-46 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, LAKE COUNTY, FLORIDA, AUTHORIZING THE PURCHASE OF .10 +1- ACRES OF CERTAIN REAL PROPERTY LOCATED IN LAKE COUNTY, FLORIDA FROM DANIEL SOTO FOR THE PURCHASE PRICE OF $35,000.00, PLUS SELLER'S CLOSING COSTS, AND AUTHORIZING THE MAYOR AND CITY MANAGER TO PERFORM ALL ACTS NECESSARY AND APPROPRIATE TO CLOSE ON THE PROPERTY AS PROVIDED HEREIN. NOW THEREFORE BE IT RESOLVED by the City Council of the City of Clermont, Lake County, Florida, as follows: SECTION 1. The City Council of the City of Clermont, Lake County, Florida does hereby accept the offer provided by Daniel Soto in the amount of$35,000.00 plus Seller's closing costs, and does hereby authorize the Mayor to enter into the contract attached hereto and incorporated herein and further authorizes the City Manager to perform all acts necessary and appropriate to close on the property. SECTION 2. The Mayor and/or City Manager are specifically authorized to withhold the formal written agreement upon determination of any matter or factor, hereafter coming to attention which may indicate such action is not in the City's best interest, provided that upon such withholding, the City Manager, with reasonable dispatch, shall present the issue to the City Council, in session, for review and direction. SECTION 3. This Resolution shall take effect immediately upon its adoption. 1 CITY OF CLERMONT RESOLUTION NO. 2016-46 PASSED AND ADOPTED by the City Council of the City of Clermont, Lake County, Florida on this 25th day of October, 2016. CITY OF CLERMONT • S ` Gail L. Ash, Mayor .._PA. R. f "r.ATTEST: Tracy Ackroyd Howe, City Clerk APPROVED AS TO FORM AND LEGALITY: D. e . r!z. - orne Y CONTRACT FOR SALE AND PURCHASE THIS CONTRACT FOR SALE AND PURCHASE(the "Contract") is made and entered into on , 2016,by and between The CITY OF CLERMONT, a Florida municipal corporation, whose address is 685 West Montrose Street, Clermont, Florida ("Buyer") and DANIEL SOTO, whose address is 6945 Earlwood Avenue, Mt. Dora, FL 32757 ("Seller"): NOW THEREFORE, for and in consideration of the premises hereof, the sums of money to be paid hereunder, the mutual covenants herein contained, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do covenant, stipulate and agree as follows, to wit: 1. Description of Property. The property that is to be sold and conveyed by Seller and purchased and accepted by Buyer pursuant to this Contract shall consist of the following,to wit: That certain real property situate in Lake County, Florida and described as Clermont Lot 15, Blk 44, PB 8, Page 17, OR Book 4661, Page 715 of the Public Records of Lake County. Alt. Key No.: 1612454, Parcel No.: 24-22-25-010004401500 (hereinafter referred to as the "Property"). 2. Agreement to Sell and Option to Purchase. Seller hereby agrees to sell and convey and Buyer hereby agrees to accept an option to purchase and accept the Property upon the terms and subject to the conditions set forth in this Contract. The option contained herein shall be subject to and contingent upon the approval of the City Council of the City of Clermont of the terms and conditions contained herein. Seller's agreement to sell shall be deemed an irrevocable offer to sell the Property for a period of forty-five (45) days from the date of Seller's execution of this Agreement. If the agreement is approved by the City Council of the City of Clermont and executed by the Mayor, or her designee, on or before the expiration of forty-five (45) days from the date of execution by the Seller, then this agreement shall be binding on the parties and the Effective Date shall be the date of execution of the Agreement by the Mayor or her designee. If this option agreement is not timely approved and executed as provided above, then the option shall terminate without consequence or obligation to either party. 3. Purchase Price and Method of Payment. Subject to credits, adjustments and prorations for which provisions are hereinafter made in this Contract, the total purchase price for the Property to be paid by Buyer and received and accepted by Seller shall be THIRTY-FIVE THOUSAND DOLLARS ($35,000). Within five (5) days of the Effective Date, the sum of ONE THOUSAND DOLLARS ($1,000) shall be deposited in escrow to be held by the Law Firm of DeBeaubien, Knight, Simmons, Mantzaris & Neal, (escrow agent) subject to the terms and conditions hereof. Upon compliance with all of the terms and conditions of this Contract, the balance of the purchase price shall be paid by Buyer and the escrow agent to Seller in United States funds by cash or by wire transfer at the time of closing. 4. Title. Within Ten (10) days of the Effective Date of this Contract, the Closing Agent at Seller's expense shall deliver an original commitment for title insurance committing to issue an 1 Owner's policy to Buyer as purchaser of the Property in the amount of the purchase price. (Hereinafter referred to as the "title report"). Seller shall select the Title Company and closing agent. During the Inspection Period described in Paragraph 6 hereof, Buyer shall determine whether Buyer is willing to accept title to and acquire the Property from Seller. In the event that Buyer shall determine that any one or more of the title exceptions set forth in the Title Report (the "Title Exceptions") are unacceptable to Buyer in its sole discretion, Buyer shall be entitled to terminate this Contract by delivering written notice thereof to Seller on or before the expiration of the Inspection Period, whereupon this Contract shall terminate as provided in Paragraph 7 hereof. In the event Buyer shall not terminate this Contract as a result of the investigations and inspections to be performed by Buyer pursuant to Paragraph 6 hereof, then and in such event Buyer shall be deemed to have approved the Title Exceptions and to have agreed to accept title to and acquire the Property from Seller subject to the Title Exceptions. 5.Survey. Buyer may have the Property surveyed at its expense during the Inspection Period. If the survey obtained by Buyer discloses any encroachments or other adverse matters, which are unacceptable to Buyer in its sole discretion, Buyer shall be entitled to terminate this Contract by delivering written notice thereof to Seller prior to the expiration of the Inspection Period, whereupon this Contract shall terminate as provided in Paragraph 7 hereof. In the event Buyer shall not terminate this Contract during the Inspection Period, then and in such event Buyer shall be deemed to have agreed to accept title to and acquire the Property from Seller subject to any matters disclosed by the survey of the Property obtained by Buyer. 6. Investigations and Inspections of Property. (a) Buyer and its architects, engineers and other agents shall have a period of Ninety (90) days following the Effective Date, (hereinafter referred to as the "Inspection Period")within which to undertake such physical inspections and other investigations of and concerning the Property as may be necessary in order to evaluate the physical characteristics of the Property, as well as such other matters as shall be deemed by Buyer to be necessary in order for Buyer to evaluate the Property and determine the feasibility of Buyer's purchase of the same, including, without limitation, those matters related to the title to the Property as provided in Paragraph 4 hereof, and those matters disclosed by any survey of the Property obtained by Buyer as provided in Paragraph 5 hereof. For such purpose, Seller hereby grants to Buyer and its agents or assigns full right of entry upon the Property and any part thereof during the Inspection Period for the purpose of undertaking such inspections and investigations. It is expressly provided, however, that Buyer and any agent or assignee of Buyer who shall enter upon the Property pursuant to such right of entry shall, as a condition to the exercise thereof, be deemed to have agreed, and does hereby agree, to indemnify and save and hold Seller harmless from and against any and all loss, damage, cost, expense, liability or responsibility whatsoever (including, without limitation, reasonable attorneys' fees) which may be occasioned, directly or indirectly, by reason of the exercise of such right of entry upon the Property, and that such indemnification shall expressly survive both the termination of this Contract and the closing of the sale and purchase of the Property contemplated by this Contract. 2 (b) Seller shall provide to Buyer, at no cost to Buyer, copies of all reports and analyses that Seller may have obtained, or been provided, at any time, regarding the subject property Buyer acknowledges that it will return same to Seller in the event that the transaction contemplated by this Agreement does not timely close or the Agreement is terminated. 7. Unacceptability of Inspections. In the event that the results of the inspections, investigations, reviews, feasibility studies and Seller approvals to which reference is made in Paragraphs 4, 5 and 6 above and 8 below, are, in Buyer's sole opinion and within Buyer's sole discretion, unacceptable to Buyer for any reason whatsoever, and Buyer so notifies Seller of the fact on or before the expiration of the Inspection Period provided in Paragraph 6 hereof, then at Buyer's option and upon Buyer's request, Buyer may terminate the Contract without consequence. If the Contract is terminated by Buyer, it shall be rendered, null and void, and be of no further force and effect and all parties hereto shall thereupon be relieved and absolved of any further liabilities or obligations whatsoever to each other hereunder, except with respect to those liabilities or obligations hereunder which are expressly stated to survive the termination of this Contract. 8. Conveyance of Property. At Closing, Seller shall deliver to Buyer: (i) a duly executed Special Warranty Deed in recordable form conveying fee simple title to the Property free and clear of all liens, encumbrances and exceptions except for matters of title accepted by Buyer set forth in the Commitment; (ii) an assignment from Seller to Buyer in a form acceptable to Buyer, assigning all of Seller's right, title and interest in all guarantees and warranties pertaining to the Property and any permits, licenses, plans, authorizations and approvals relating to the Property, (iii) if applicable, an affidavit from Seller certified to Buyer and to the title company in form required by Buyer and the title company to delete from Buyer's title insurance policy all construction liens and possession exceptions and any other exceptions the title company will delete based on Seller's affidavit; (iv) a certification by Seller which indicates that Seller is not a foreign person as defined in the Internal Revenue Code; (v) written affirmation that the representations and warranties set forth in Paragraph 13 hereof remain true at the time of closing; (vi) a duly-executed Seller's closing statement; (vii) such documents as the title company requires in order to evidence the authority and good standing of Seller to complete this transaction; and (viii) other documents reasonably required by Buyer or the title company in order to consummate the transaction contemplated herein. At Closing, Buyer shall pay to Seller the Purchase Price of the Property described above which shall be distributed to the Seller in accordance with this Agreement. 9. Closing. The sale and purchase transaction contemplated in this Contract shall be closed, the purchase price paid and the aforesaid closing documents delivered on or before thirty(30) days from the expiration of the inspection period,unless extended by the Parties. The closing shall be completed by a closing agent or attorney as selected by Buyer and shall take place at a location in Clermont, Florida and at such time as shall be mutually agreed upon between Buyer and Seller. At Closing, the City Manager of Buyer is authorized on behalf of Buyer to execute all documents necessary to complete the transaction contemplated herein. 10. Closing Costs. Closing Costs shall be paid as follows: 3 (a) Buyer shall pay recording fees and state documentary stamps as may be required to be affixed to the Special Warranty Deed, the premium for the owner's title insurance policy to be issued pursuant to the Commitment, the cost of recording any and all other documents necessary to deliver good and clear title, and any closing agent and document preparation fees. (b) Buyer shall pay the cost of any survey or appraisal obtained by Buyer and any documents or costs associated with financing any portion of the purchase price, if applicable. (c) Each party shall pay for their own Attorney Fees and costs. 11. Possession. Possession of the Property shall be delivered by Seller to Buyer at the time of closing hereunder. Prior to closing and the delivery of possession as aforesaid, Seller shall remain the owner of the Property and shall bear the risk of all loss of whatever nature, except as provided in Paragraph 6 hereof with respect to loss occasioned as a result of Buyer's inspections and investigations of the Property. 12. Prorations. Ad valorem real and personal property taxes for the year of closing shall be prorated as of the date of closing. If, however, the amount of such taxes for the year of closing cannot be ascertained, the rates, millages and assessed valuations for the previous year, with known changes and utilizing full discounts, shall be used as an estimate, and tax prorations based on such estimate shall be readjusted by Buyer and Seller when the actual tax bills for the year of sale are received, which obligation shall expressly survive closing for a period of twelve (12) months. 13. Representations and Warranties of Seller. Seller represents and warrants (which warranties shall survive the closing hereunder)to the Buyer that: (a) From and after the Effective Date, Seller shall not perform or permit any act or event that might diminish, encumber or adversely and materially affect the condition of or title to the Property or Buyer's rights under this Contract. (b) Seller, to the best of Seller's knowledge, has not received notice from any governmental or quasi-governmental body or agency or from any person or entity with respect to any actual or threatened taking of the Property or any portion thereof for any public or quasi-public purpose by the exercise of the right of condemnation or eminent domain,nor does Seller have any knowledge of any such actual or threatened taking. Further, Seller has not received any notice of any existing or threatened lawsuit by which any party claims an interest in the Property. (c) Seller, to the best of Seller's knowledge, is in full compliance with requirements of all governmental authorities with respect to the Property and this Contract. Seller has not received any notices from any city, county, state or other governmental authority or other person or entity of violations in respect of the Property. 4 (d) Buyer, to the best of Seller's knowledge, and without the obligation of due investigation, has or shall have unobstructed and direct access to the Property on the date of closing to a dedicated public right-of-way. (e) Seller owns fee simple title to the Property and has full power, right and authority, and is duly authorized to enter into this Contract, to perform each and all of the matters and acts herein provided, and to execute and deliver all documents provided hereunder. (f) Other then has been disclosed to Buyer, there is no tenant or any other occupant of the Property having any right or claim to possession or use of the Property. Possession of the Property shall be delivered to Buyer by Seller free of rights or claims of any tenants,occupants or parties in possession. (g) To Seller's best knowledge, without the obligation of due investigation, there has not been and there is not now: (i) any presence of any Hazardous Substances (as hereinafter defined) on, over, under or around the Property; (ii) any present or past generation, recycling, use, reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substances on, over, under or around the Property; (iii) any failure to comply with any applicable local, state or federal environmental laws; (iv) any spills, releases, discharges or disposal of Hazardous Substances that have occurred or are presently occurring on or onto the Property or any adjacent properties; or (v) any spills or disposal of Hazardous Substances that have occurred or are presently occurring off the Property as a result of any construction or operation and use of the Property. For purposes of this Paragraph 13,the term "Hazardous Substances" means • and includes, without limitation, any toxic or hazardous substances or materials, petroleum or other pollutants and substances, whether or not naturally occurring, including, without limitation, asbestos, radon, and methane gas, generated, treated, stored or disposed of, or otherwise deposited in or located on or under the Property, and also includes, without limitation, the surface and subsurface waters of the Property, and any activity undertaken or hereafter undertaken on the Property which would cause: (i) the Property to become a hazardous waste treatment, storage or disposal facility within the meaning of, or otherwise bring the Property within the ambit of, the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. 6901 et seq., or any similar state law or local ordinance; (ii) a release or threatened release of hazardous waste from the Property within the ambit of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. 9601-9657, or any similar state law or local ordinance or any other environmental law; (iii) the discharge of pollutants or effluent into any water source or system, or the discharge into the air of any emissions which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq., or the Clean Air Act, 42 U.S.C. 7401 et seq., or any similar state law or local ordinance; or (iv) any substances or conditions in, on or under the Property which may support a claim or cause of action under RCRA, CERCLA or any other federal, state or local environmental statutes, regulations, ordinances or other environmental regulatory 5 requirement,including the presence of any underground storage tanks or underground deposits located on the Property. (h) Seller, to the best of Seller's knowledge, has received no notice, and has no knowledge, of any existing or pending special assessments affecting the Property which may be assessed by any governmental authority, water or sewer authority, drainage district or any other special taxing district or other entity. (i) There is no litigation, investigation or proceeding pending or to the best of Seller's knowledge threatened or any other condition which relates to or affects the Property or which would impair or otherwise adversely affect this Contract, Seller's performance hereunder and/or Buyer's intended use of the Property. (j) Seller has not entered into any other contracts, agreements or understandings, verbal or written, for the sale or transfer of any portion of the Property. (k) Seller has not made and has no knowledge of any commitments to any governmental unit or agency, utility company, authority, school board, church or other religious body, or to any other organization, group or individual relating to the Property which would impose any obligations upon Buyer to make any contributions of money or land or to install or maintain any improvements, except as may be set forth in the Commitment. (1) To the best of Seller's knowledge, without the obligation of due investigation, all roads abutting the Property are dedicated public roads and the deed to be delivered to Buyer at Closing hereunder is the only instrument necessary to convey to Buyer: (i) full access to and right to freely use such roads; and (ii) all rights appurtenant to the Property in such roads. (m)To the best of Seller's knowledge, without the obligation of due investigation, the Property has not been registered or certified as "historic"by any local, state or federal governmental entity or historic commission. (n) Seller, if other than an individual, is a duly-organized entity under the laws of the State of Florida and has authority to execute this Contract, and this Contract is binding on Seller. (o) To the best of Seller's knowledge and belief, no representation, statement or warranty by Seller contained in this Contract or in any exhibit attached hereto contains or will contain any untrue statements or omits or will omit a material fact necessary to make the statement of fact therein recited not misleading. (p) To the best of Seller's knowledge, neither the execution and delivery of this Contract, nor compliance with the terms and conditions of this Contract by Seller, nor the consummation of the sale, constitutes or will constitute a violation or breach of any agreement or other instrument to which it is a party, to which it is subject or by which 6 it is bound. The statements and representations of Seller set forth in this Contract shall be true and reaffirmed in writing at the Closing and shall survive the Closing. If, after the Effective Date, any event occurs or condition exists of which Seller has knowledge or about which Seller receives information which renders any of the representations contained herein untrue or misleading, Seller shall promptly notify Buyer in writing and Buyer shall thereafter have the option to terminate this Contract prior to closing, in which event all payments made by Buyer to Seller shall remain the sole property of Seller, this Contract shall be deemed null and void and Buyer and Seller shall be relieved from all liabilities and responsibilities hereunder except as specifically provided otherwise herein. 14. Conditions Precedent to Closing. Buyer's obligation to close the sale and purchase transaction contemplated in this Contract shall be and is expressly conditioned upon all warranties of Seller described in Paragraph 13 being true and correct at the time of closing without any breach or breaches of the same by Seller, and upon all obligations of Seller provided in this Contract being fully performed by Seller, having occurred or being waived by Buyer in writing prior to or at closing. 15. Default. In the event that Buyer fails to close on the purchase of the subject property, and subject to the title, survey and inspection periods set forth in Paragraphs 4, 5 and 6, any Ernest Money Deposit shall become the sole property of Seller. Seller's retention of the deposit shall constitute liquidated damages and be Seller's sole remedy for any breach of this Contract by Buyer, it being agreed that (i) the deposit is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of closing to occur due to a default of Buyer under this Contract; (ii) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Buyer under this Contract would be extremely difficult and impractical to determine; (iii) Buyer seeks to limit its liability under this Contract to the amount of the payments made, if this Contract is terminated and the transaction contemplated by this Contract does not close due to a default of Buyer under this Contract; and (iv) such amount shall be and constitute valid liquidated damages. If the Seller fails to perform any of the covenants of this Contract on its part to be performed, Buyer may at its option: (i)terminate this Contract whereupon the payments made by Buyer to Seller shall be returned and Seller shall be released and relieved of all obligations or liabilities under this Contract; or(ii)proceed in equity in an action for specific performance to enforce its rights under this Contract. 16. Litigation and Attorneys' Fees. In the event it shall be necessary for either party to this Contract to bring suit to enforce any provision hereof or for damages on account of any breach of this Contract or of any warranty, covenant, condition, requirement or obligation contained herein, the prevailing party in any such litigation, including appeals, 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 17. Survival of Provisions. The provisions of this Contract shall not survive the closing hereunder except as expressly provided elsewhere in this Contract. 18. Time of Essence. It is expressly agreed by both the Seller and Buyer that time is of the essence of this Contract and in the performance of all conditions, covenants, requirements, obligations and warranties to be performed or satisfied by the parties hereto. Waiver of performance or satisfaction of timely performance or satisfaction of any condition, covenant, requirement, obligation or warranty by one party shall not be deemed to be a waiver of the performance or satisfaction of any other condition, covenant,requirement, obligation or warranty unless specifically consented to in writing. Unless otherwise expressly provided herein, all periods for performance, approval, delivery or review and the like shall be determined on a "calendar" day basis. If any day for performance, approval, delivery or review shall fall on a Saturday, Sunday or legal holiday,the time therefor shall be extended to the next business day. 19. Notices. Any notice or other communication permitted or required to be given hereunder by one party to the other shall be in writing, shall be effective upon receipt and shall be delivered-by registered or certified .United Sates Mail, postage prepaid, return receipt requested, or by facsimile or telecopy transmission, with acknowledgment of receipt upon transmission, to the party entitled or required to receive the same, as follows: TO SELLER: Daniel Soto 6945 Earlwood Ave. Mt. Dora,FL 32757 TO BUYER: City of Clermont . P.O. Box 120219 Clermont, FL 34712 Attn.: City Manager WITH A COPY TO: De Beaubien Knight, Simmons,Mantzaris& Neal, LLP 332 North Magnolia Avenue Orlando,Florida 32801 Attention: Daniel F Mantzaris, Esquire Phone: (407)422-2454 Fax: (407) 992-3541 20. Governing Law and Binding Effect. This Contract and the interpretation and enforcement of the same shall be governed by and construed in accordance with the laws of the State of Floridaand shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto as well as their respective heirs,personal representatives, successors and assigns. 21. Integrated Contract, Waiver and Modification. This Contract represents the complete and entire understanding and agreement between the parties hereto with regard to all matters involved in this transaction and supersedes any and all prior or contemporaneous agreements, whether written or oral. No agreements or provisions, unless incorporated herein, shall be 8 binding on either party hereto. This Contract may not be modified or amended nor may any covenant, agreement, condition,requirement, provision, warranty or obligation contained herein be waived, except in writing signed by both parties or, in the event that such modification, amendment or waiver is for the benefit of one of the parties hereto and to the detriment of the other, then the same must be in writing signed by the party to whose detriment the modification, amendment or waiver inures. 22. Brokerage. Seller and Buyer acknowledge neither party has employed a broker or finder and that no commission or fees are to be paid hereunder. Seller and Buyer each agree to indemnify, defend and hold the other harmless from and against any commissions or fees or claims for commissions or fees arising,under the indemnifying party, which indemnification shall expressly survive the termination of this Contract and the closing.,of the sale and purchase of the Property contemplated by this Contract. 23. Effective Date. The "Effective Date" of this Contract shall be the date upon which this Contract is signed by the.Buyer after approval of the City of Clermont City Council. 24. Counterparts. This Contract may be executed in counterparts by the parties hereto and each shall be considered an original, but all such counterparts shall be construed together and constitute.one Contract between the parties hereto. 25. Interpretation. Seller and Buyer acknowledge each to the other that both they and their counsel have reviewed this Contract and that the normal rule of construction to the effect that (Remainder of page intentionally blank) 9 • any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation to this Contract or any Exhibits hereto. IN WITNESS WHEREOF,Seller and Buyer have each caused this Contract for Sale and Purchase to be executed as of dates set forth below. BUYER: As to option right contained herein and subject to C:1, Council approval: a. fit r •i' er ` 1 - Date 7. The City of Clermont,a Florida municipal corporatio' i Attest: By: _ --�__//5/ / Gail L.Ash, :yor • By: Tracy ckroyd Howe,City Clerk �/ h SELLER: Daniel Soto • Date As to acknowledgement of receipt of deposit_ deBeaubi u 'ght, 's. ons, • �r : s&Neal,LP Escro •__- t j- r ' (231 .-ier l>16 r/4 Date 10