R-2017-57 CITY OF CLERMONT
RESOLUTION NO. 2017-57
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CLERMONT, LAKE COUNTY, FLORIDA, DECLARING SURPLUS
APPROXIMATELY 1.29 +1- ACRES OF REAL PROPERTY LOCATED
AT 865 WEST MONTROSE STREET AND SPECIFIED PERSONAL
PROPERTY OWNED BY THE CITY OF CLERMONT,
AUTHORIZING THE SALE THEREOF TO PERFORMANCE
MEDICAL PARTNERS, LLC. FOR THE PURCHASE PRICE OF
$785,000, AND AUTHORIZING THE MAYOR TO EXECUTE THE
SALE AGREEMENT 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, Florida does declare surplus the real property located
at 865 West Montrose Street consisting of 1.29 +/- acres and certain specified personal property
as set forth in Exhibit B to the contract, and hereby accepts the offer from Performance Medical
Partners, LLC to purchase the 1.29 +/- acres of real property and the personal property from the
City for $785,000.00, 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 his or her determination of any matter or factor hereafter coming to their
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.
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CITY OF CLERMONT
RESOLUTION NO. 2017-57
PASSED AND ADOPTED by the City Council of the City of Clermont, Lake County,
Florida on the 10th day of October, 2017.
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CITY OF CLERMONT
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Gail L. Ash, Mayor
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Tracy Ackroyd Howe, City Clerk
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CONTRACT FOR SALE AND PURCHASE
THIS CNTRACT FOR SALE AND PURCHASE (the"Contract") is made and entered into on
this 10 day of October 2017 (the "Effective Date"), by and between CITY OF CLERMONT, a
Florida Municipal Corporation, whose address is 685 West Montrose Street, Clermont, FL 34711
("Seller"), and PERFORMANCE MEDICAL Partners, LLC a Florida limited liability company whose
address is 1900 Don Wickham Drive, Suite 130,Clermont,FL 34711 ("Buyer").
WITNESSETH:
WHEREAS, Seller is the owner of certain property located in Lake County as more
particularly described below; and
WHEREAS, Seller desires to convey said real property to Buyer and Buyer desires to
purchase the same from 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. Alt Key No.: 1614996 located in Lake County, Florida
as further depicted in Exhibit "A" attached hereto, consisting of 1.29 +/- acres together with all
improvements,tenements,hereditaments,rights,privileges and easements thereunto belonging,
including those certain personal property items specifically identified in Exhibit "B" attached
hereto, (hereinafter together referred to as the "Property).
2. Agreement to Sell and Purchase. Seller hereby agrees to sell and convey and
Buyer hereby agrees to purchase and accept the Property upon the terms and subject to the
conditions set forth in this Contract.
3. Purchase Price and Method of Payment. Subject to credits, adjustments and
proration 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 (the "Purchase Price")
shall be SEVEN HUNDRED EIGHT-FIVE THOUSAND DOLLARS ($785,000). The
Purchase Price shall be paid by Buyer to Seller in the manner and at the times following, to wit:
A. Earnest Money Deposit. Within 5 business days from execution of this Contract by all
parties, the sum of TWENTY-FIVE THOUSAND and no/100 DOLLARS ($25,000) shall be
deposited by Buyer with Daniel F. Mantzaris, Esq., deBeaubien, Simmons, Knight, Mantzaris
& Neal, LLP (the "Escrow Agent"), as an earnest money deposit hereunder ("Earnest Money
Deposit"). The Earnest Money Deposit shall not be refundable except as set forth herein.
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B. Cash Delivered at Closing. At Closing the Earnest Money Deposit plus the balance of
the Purchase Price shall be delivered to Seller in United States funds by wire transfer. All
deposits shall be applied to the Purchase Price.
C. This Contract shall serve as escrow instructions and an executed copy of this Contract
shall be deposited with Escrow Agent. In the event of a termination of this Contract or a default
under this Contract, the Earnest Money shall be delivered or disbursed by the Escrow Agent as
provided in this Contract. If either party shall declare the other party in default under this
Contract pursuant to Paragraph 15 hereof, and shall make demand (the "Demand") on Escrow
Agent for possession of the Earnest Money, said party must provide the other party with a copy
of such Demand made upon the Escrow Agent. Except with respect to a Demand for the Earnest
Money made by Buyer prior to the Inspection Deadline, which shall be promptly honored,
Escrow Agent shall not disburse the Earnest Money in accordance with any Demand unless and
until the demanding party delivers to Escrow Agent evidence(e.g.,return receipt issued by U.S.
Postal Service) of the other party's receipt of the Demand, and Escrow Agent has not received
written objection to such Demand within five(5)business days following said party's receipt of
the copy of such Demand. If any dispute or difference arises between the Buyer and Seller or if
any conflicting demands shall be made upon the Escrow Agent, the Escrow Agent shall not be
required to determine the same or to take any action thereon. Rather, the Escrow Agent may
await settlement of the controversy or deposit the escrow sums into the Registry of the Circuit
Court of Lake County, Florida, in an interpleaded action or otherwise for the purpose of having
the respective rights of the parties adjudicated. Upon making such deposit or upon institution of
such interpleaded action or other actions, the Escrow Agent shall be fully relieved and
discharged from all further obligations hereunder with respect to the sums so deposited. Buyer
acknowledges that Escrow Agent is also serving as Seller's counsel in the transaction
contemplated by this Contract, and notwithstanding any dispute between the parties pertaining
to Escrow Agent's duties hereunder or the disbursement of the Earnest Money or for any other
reason, Escrow Agent may continue to represent Seller in this transaction and in any litigation
that may arise hereunder.
4. Title. Within fifteen (15) days of the Effective Date, Seller at Seller's expense
shall deliver to Buyer an original commitment for title insurance committing to issue an Owner's
policy to Buyer as purchaser of the Property in the amount of the Purchase Price (the "Title
Commitment"). The title company and issuing agent shall be selected by Seller. Buyer shall have
twenty (20) days from the date of Buyer's receipt of the Title Commitment to examine the
same. Buyer shall, on or before the end of said twenty (20) day period, notify Seller in writing
specifying any objections Buyer may have regarding the status of title as shown on the Title
Commitment, otherwise Buyer shall be deemed to have waived the right to any such
objections. Seller shall, within ten (10) days from receipt of Buyer's notice of objection to title,
provide a reply by written notice to Buyer (the "Reply Notice"), notifying Buyer that (i) Seller
will not undertake to cure Buyer's title objections, or (ii) Seller will make a good faith effort to
cure Buyer's title objections within ten (10) business days of Seller's Reply Notice (the "Title
Cure Period"). Should Seller fail to deliver a Reply Notice to Buyer, Seller shall be deemed to
have elected to decline to undertake a cure of Buyer's title objections. In the event Seller declines
to undertake a cure of Buyer's title objections, or if Seller shall not have cured the defects within
the Title Cure Period, Buyer shall have, as its sole and exclusive remedy, the option of
(i) accepting title to the Land in an "as is" condition without recourse to Seller and without a
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reduction in the Purchase Price and the remaining title objections shall become Permitted
Exceptions, or (ii) terminating this Agreement and receiving a refund of the Deposit which
Escrow Agent shall forthwith return to the Buyer. Buyer's option of terminating this Agreement
and receiving a refund of the Deposit must be exercised within seven (7) days following the
earlier of: (i).the date Buyer receives the Reply Notice stating that Seller declines to cure Buyer's
title objections;or(ii)in the event Seller fails to deliver a Reply Notice,the date Seller is deemed
to have elected not to undertake Buyer's title objections; or(iii)in the event Seller elects to make
a good faith effort to cure Buyer's title objections, within five (5) days following the expiration
of Seller's Title Cure Period. In the event Buyer does not terminate this Agreement pursuant to
this Section 4, Buyer shall be deemed to have waived any remaining uncured objections to title
and agreed to(a)accept title to the Land in an"as is"condition without a reduction in the Purchase
Price and without recourse to Seller and (b) close on the date specified in Section 8 herein.
5. Investigations and Inspections.of Property. Seller shall provide Buyer with any
surveys, permits, environmental wetland reports, geotechnical studies, conceptual site plan
drawings, zoning certificates, utility certificates, easement agreements, development agreements
(whether such agreements remain in effect or have expired), together with any other documents
related to the Property, within TWENTY (20) days following the Effective Date ("Seller's
Materials). Buyer and its architects, engineers and other agents, at Buyer's sole expense, shall
have a period of NINETY (90) days following the (following delivery of Seller's
Materials)(hereinafter referred to as the "Inspection Period") within which to undertake such
physical inspections and other investigations of and concerning the Property, as Buyer deems
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. For such purpose, Seller hereby
grants to Buyer and its agents shall have the right to enter upon the Property 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. The foregoing
indemnity shall not be subject to the liquidated damages limitations of Paragraph 15 below. Prior
to entry onto the Property, every agent or contractor of Buyer shall deliver to Seller a certificate
evidencing such agents or contractors general public liability coverage in amounts of no less than
$1,000,000 per occurrence and$1,000,000 in the aggregate, listing Seller as an additional insured
thereunder. During the Inspection Period, Buyer may wish to secure a site plan approval and all
other approvals required to permit the development of the Property for multi-family and retail
use purposes. Seller agrees to cooperate, at no cost to Seller, in Buyer's efforts to obtain all
permits,approvals and zoning changes necessary for such development of the Property, and upon
written request of Buyer, Seller shall execute or join with Buyer in the execution of such
applications and submittals as may be required for Buyer to obtain permits and approvals from
applicable governmental authorities with respect to Buyer's contemplated development of the
Property; provided that such efforts do not in any way diminish the value of the Property, cause
Seller to incur any expense or require Seller to do anything other than execute the documents.
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Provided that any request by Buyer is consistent with the foregoing, Seller shall execute and
• return to Buyer all applications and submittals within a reasonable period following receipt of
such applications and submittals together with written request by Buyer for the execution thereof,
without charge by Seller. In the event that Buyer terminates this Contract, Buyer shall provide
Seller with copies of all documents, testing, opinions, reports, results, applications, permits and
the like furnished to, or obtained by any person or entity by any party after execution of this
Contract, but Buyer makes no warranties or representations regarding any such documents,
opinions, testing, reports, results, applications,permits and the like.
6. 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
Paragraph 5 above 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 5 hereof, then at Buyer's option and
upon Buyer's request, Buyer may terminate the Contract and all payments or deposits, including
accrued interest, if applicable,made by Buyer shall be immediately returned to Buyer as Buyer's
sole property. Provided, however, that in the event that Buyer elects to terminate this Contract
for any reason other then default by Seller,the Earnest Money Deposit shall become the.property
of Seller and shall immediately be disbursed by Escrow Agent to Seller. If the Contract is
terminated by Buyer hereunder, 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,
including, without limitation, Buyer's indemnity set forth in Paragraph 5 above. The failure of
the Buyer to notify Seller of the unacceptability of any such inspections, investigations, reviews
and feasibility studies prior to the expiration of the Inspection Period shall constitute a waiver of
Buyer's right to terminate this Contract. In the event of termination by Buyer pursuant to this
Section, Buyer shall provide to Seller, at no expense, copies of all plans, studies and information
obtained or prepared by Buyer with regard to Buyer's Intended Use (hereafter defined) and
related to the Property; provided, Buyer does not warrant the completeness or accuracy of such
materials.
7. 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 the exceptions approved or
deemed approved by Buyer ("Permitted Exceptions") subject to the provisions of Section 13 C
below; (ii) an affidavit from Seller certified to Buyer and to the title company in form required
by the title company to delete from Buyer's title insurance policy all standard exceptions for
construction liens and parties in possession exceptions and any other standard exceptions the
title company may delete based on Seller's affidavit;(iii)a certification by Seller which indicates
that Seller is not a foreign person as defined in the Internal Revenue Code; (iv) written
affirmation that the representations and warranties set forth in Paragraph 12 hereof remain true
at the time of Closing; (v) a duly executed 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; (viii) "as is" bill of sale for the personal property described in exhibit "B"and (xi)
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
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Property described above, subject to adjustments and proration set forth herein and shall deliver
to Seller: (ix) a duly executed closing statement; (x)written affirmation that the representations
andwarranties set forth in Paragraph 13 remain true at the time of Closing; and (xi) other
documents reasonably required by Seller or the title company in order to consummate the
transaction contemplated herein.
- 8. Closing.
A. The sale and purchase transaction contemplated in this Contract shall be closed and the
aforesaid closing documents delivered on or before the expiration of FIFTEEN (15) days from
the expiration of the Investigation and Inspection Period unless terminated as provided in
paragraph 6 (the"Closing Date").
B. • The Closing shall be completed by a closing agent or attorney as selected by Seller and
shall take place at Clermont City Hall, in Lake County, or by express mail, and at such time as
mutually agreed upon between Buyer and Seller.
9. Closing Costs: The Seller shall pay for 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 Title Commitment, the cost of recording any and all other
documents necessary to deliver good and clear title, and any document preparation fees. Buyer
shall pay the cost of recording the Special Warranty Deed and any and all costs associated with
the recording of any note, mortgage and security agreement contemplated herein. Buyer and
Seller shall each bear its own attorneys' fees.
10. Possession.Possession of the Property shall be delivered by Seller to Buyer at
the time of Closing hereunder,subject to the Permitted Exceptions. 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 5 hereof with respect to
loss occasioned as a result of Buyer's inspections and investigations of the Property. In the
event that prior to Closing all or a portion of the Property being acquired is condemned or
condemnation proceedings have been instituted for any public or quasipublic use or purpose,
then Buyer shall have the option to terminate this Contract, in which event the payments
previously made by Buyer to Seller shall be returned to Buyer, 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:
11. Proration. Ad valorem real and personal property taxes, if any,or assessments of
any kind for the year of closing shall be prorated as of the date of closing. 'If, however, the
amount of such taxes or assessments 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 proration based on such estimate shall be
readjusted by the 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.
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12. Representations, Obligations and Warranties of Seller. Except for the
representations and warranties in this Paragraph 12, Seller makes no representations or
warranties to Buyer and shall convey the Property AS IS, WHERE IS,WITH ALL FAULTS."
Buyer shall,by closing on the Property,be deemed to have acknowledged that Buyer has relied
solely upon its own inspections and investigations to determine the physical condition of the
Property and its suitability for Buyer's purposes. Seller represents and warrants (which
warranties shall survive the closing hereunder to the Buyer that:
A. Seller has not received written notice from any governmental or quasigovernmental 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 current, actual knowledge
of any such actual or threatened taking. Further, Seller has not received any actual notice of any
existing or threatened lawsuit by which any party claims an interest in the Property.
B. Seller has not received any written notices from any city, county, state or other
governmental authority or other person or entity of violations of any statute, law, or ordinance,
or governmental rule or regulation in respect of the Property
C. Seller owns fee simple title to the Property and has the 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.
D. There is no tenant of the Property or any other person or entity 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, except for the
rights of parties pursuant to the Permitted Exceptions or as may otherwise be disclosed in the
Commitment.
E. To Seller's present, actual knowledge, without any investigation whatsoever, 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 in violation of applicable law; (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 in violation of applicable law; (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 in violation of applicable
law; 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 in
violation of applicable law. 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
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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.
96019657, 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 requirement,
including the presence of any underground storage tanks or underground deposits located on the
Property.
F. Seller, to the best of Seller's knowledge, has received no written notice 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.
G. Other then as may be set forth herein, there is no litigation or legal proceeding pending
or to Seller's present, actual knowledge threatened 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 use of the Property for the Intended Use. Buyer is specifically advised and does
hereby acknowledged that Seller has negotiated a settlement with Dennison and Rebecca Wi of
a dispute related to an unauthorized encroachment on the property owned by Seller whereby,
the encroachment will be eliminated prior to Closing hereunder.
H. Seller has not entered into any other contracts, agreements or understandings, verbal
contracts or agreements, oral or written, for the sale or transfer of any portion of the Property,
other than as set forth herein.
I. Seller has not made 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.
J. To Seller's present, actual knowledge, without any investigation whatsoever, the
Property has not been registered or certified as "historic" by any local, state or federal
governmental entity or historic commission.
K. To Seller's present, actual 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 it is bound.
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L. For purposes of this Paragraph 12, the term "to Seller's knowledge"or words of similar
import shall mean the current conscious awareness of facts or other information of the Seller,its
officers, agents and employees, without any inquiry or investigation whatsoever, all of whom
are acting solely in their capacity as officers, agents or employees of Seller or an affiliate of
Seller and are in no manner expressly or impliedly making any of these representations in an
individual capacity. 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.
M. 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,
as Buyer's sole and exclusive remedy, shall thereafter have the option to terminate this Contract
within thirty (30) calendar days of receipt of Buyer's written notice. In the event of such
termination, Escrow Agent shall disburse the Earnest Money Deposit (or the portion thereof
prior to closing,theretofore deposited with Escrow Agent),to Buyer in which event all payments
made by Buyer to Seller shall remain the sole property of Buyer, 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, including, without limitation, those
set forth in Paragraph 6 above.
13. Representations, Acknowledgments and Warranties of Buyer. Buyer represents,
acknowledges and warrants to Seller that:
A. Buyer has the 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.
B. To the best of Buyer's knowledge,neither the execution and delivery of this Contract,nor
the compliance with the terms and conditions of this Contract by Buyer, 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 it is bound.
C. Buyer warrants and agrees that the initial use of the Property by Buyer shall be for
medical and/ or professional office purposes and further that Buyer shall exert all reasonable
efforts to timely renovate the structure and redevelop the Property for the above-stated purposes.
As an express condition hereof and which condition shall survive closing in the event that Buyer
has not received a Certificate of Occupancy for the renovated and redeveloped Property on or
before the expiration of SEVEN HUNDRED AND THIRTY (730) days of Closing, Seller, at
Seller's sole option, shall have the right to buy back the Property, including any and all
improvements, development plans and permit approvals related thereto, for the buy-back
purchase price of SEVEN HUNDRED AND EIGHTY-FIVE THOUSAND DOLLARS
($785,000). The Special Warranty Deed provided to Buyer at the Closing shall specify to the
satisfaction of Seller, Seller's buy-back right as set forth herein. Upon the failure of Buyer to
timely obtain the required Certificate of Occupancy, upon thirty (30) days written notice from
Seller at Seller's option, withopportunity to cure during said notice period, Buyer shall provide
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to Seller a Special Warranty Deed delivering marketable title of the Property to Seller. The
transaction and delivery of title as contemplated herein shall be in exchange for SEVEN
HUNDRED AND EIGHTY-FIVE THOUSAND DOLLARS($785,000)paid by Seller to Buyer
and shall be completed by a closing agent as selected by Seller. At the closing pursuant to this
buy back provision, Buyer shall pay for state documentary stamps as may be required to be
affixed to the Special Warranty Deed,any taxes or assessments prorated as of the date of closing,
the premium for the owner's title insurance policy to be issued pursuant to the Title
Commitment, the cost of recording any and all other documents necessary to deliver good and
clear title, any document preparation fees, the cost of recording the Special Warranty Deed and
any and all costs associated with the recording of any satisfaction or release of any note,
mortgage and security agreement attached to the Property. Buyer and Seller shall each bear its
own attorneys' fees. In the event that Buyer has timely met the conditions set forth above, Seller
shall, upon written request from Buyer, execute and deliver to Buyer a Release of Buy Back
Interest. Notwithstanding the foregoing, in the event that the Certificate of Occupancy referred
to herein is not issued or delayed, solely due to the inaction or omission of Seller, the time to
perform hereunder shall be extended for a period to be agreed-upon by the parties.
14. Default. In the event that Buyer fails to perform any of the covenants of this
Contract on its part to be performed, subject to the title, survey and inspection periods set forth
in Paragraphs 4 and 5, or refuses to perform its obligations under this Contract and such failure
or refusal is not cured within thirty(30)days after Notice from Seller by certified mail,the Earnest
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 (except to the extent that Buyer damages Seller's Property), it being agreed that (i) the
deposit and any interest earned thereon 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, and to be made, and any interest earned thereon 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. Notwithstanding the foregoing, the indemnity provisions contained in
Paragraph 5 shall not be subject to the foregoing liquidated damages provisions. If Seller fails to
perform any of the covenants of this Contract on its part to be performed or refuses to perform its
obligations under this Contract and such failure or refusal is not cured within twenty (20) days
after Notice from Buyer, 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,or if specific performance is not an available
remedy, then an action for damages and any other remedies available at law, or in equity.
15. Assignability. Buyer may not assign its interest herein without the prior written
consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed.
Provided,however,Buyer shall be permitted to assign this Contract to a limited liability company
9
or other entity established by Buyer for purposes of receiving Title to the subject property. Said
assignment shall not relieve or release Buyer of any obligations or liability hereunder. Buyer shall
notify Seller as soon as practical and no latter then thirty (30) days prior to closing of the name
and address of said entity and the name of the representative thereof who is authorized to
complete the Closing. Seller may, in its sole discretion, assign any and all rights and obligations
hereunder, provided Seller shall remain liable for an action for damages and any other remedies
available at law, or in equity, in the event Buyer is unable to pursue an action for specific
performance following a default by Seller. Any assignment shall be in writing and a copy of such
assignment executed by both assignor and assignee shall be delivered to Buyer or Seller, as the
case may be.
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.
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 therefore 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 electronic mail, with acknowledgment of receipt upon transmission (provided that
if notice is sent by electronic mail, it must also be sent by one of the other methods of delivery
specified herein), to the party entitled or required to receive the same, as follows:
TO SELLER: City of Clermont
685 West Montrose Street
Clermont, FL 34711
Attn.: Darren Gray,
City Manager
10
WITH A REQUIRED de Beaubien Knight, Simmons, Mantzaris
COPY TO: Neal, LLP
332 North Magnolia Avenue
Orlando, Florida 32801
Attention: Daniel F. Mantzaris, Esquire
Phone: (407) 422-2454
Fax: (407) 992-3541
e-mail: dmantzaris@dsklawgroup.com
TO BUYER: Performance Medical 16raseciates, LLC
1900 Don Wickham Drive
Suite 130
Clermont, FL 34711
Attn.:
WITH A COPY TO:
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 Florida and 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 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 and agree no agent or broker has acted
on behalf of Seller or Buyer. The Seller and Buyer 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. Joinder of Escrow Agent. Daniel F. Mantzaris, Esq. at deBeaubien, Simmons,
Knight, Mantzaris &Neal, LLP,joins in the execution of this Contract for the express purpose of
11
agreeing and acknowledging the terms and conditions related to the retention and
disbursement of the Earnest Money Deposit funds herein.
24. Effective Date. The "Effective Date" of this Contract shall be the date upon which
this Contract is last signed by Seller and Buyer.
25. 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.
26. Interpretation. Seller and Buyer acknowledge each to the other that both they and
their counsel have reviewed this Contract and that the normal rules of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Contract or any Exhibits hereto.
{Balance of Page Intentionally Left Blank}
12
27. PDF. PDF copies of this Contract executed by Seller or Buyer shall operate as and may be
relied upon as an original signature.
IN WITNESS WHEREOF, Seller and Buyer have each caused this Contract for Sale and
Purchase to be executed as of dates set forth below.
SELLER:
B
City of Clermont
B
By: Y
Tracy Ackroyd Howe, City Clerk ayor Gail L. Ash
Date:
BUYER:
Witnesses: Performance Medical Associates, LLC
iW 0. S ' By //41. 7
Name: 111W,
._r ! C-- Title:
Name ,_ Date: (4-4-1-)
Escrow Agent:
deBeaubien, Si , ons
Mantzarisss / ' ,
By: - y-
Daniel • . zans
Date: 0 0
13
Exhibit"A"
Contract for Sale and Purchase
City of Clermont (Seller) and Performance Medical Partners, LLC (Buyers)
Property Description
CLERMONT LOTS 9, W 47 FT LOT 10, 11, 12, 13, 14, 15, E 1/2 OF LOT 16, BLK 91 PB 8
PG 17 ORB 1054 PG 203 OF THE PUBLIC RECORDS OF LAKE COUNTY, FLORIDA
EXHIBIT"B"TO PURCHASE/SALE AGREEMENT
ROOM QTY ITEM
SIZE
DIVISION COMMANDER OFFICE 81 2 BOOK SHELVES 28 X 60
1 CABINET-FILE-2 DRAWER 31 X 30
1 CABINET-STORAGE-4 DRAWER 35.5 X 71
2 CHAIR-OFFICE
1 CHAIR-SWIVLE
1 WHITE BOARD 36 X 47.5
1 WHIITE BOARD 36 X 24
DIVISION COMMANDER OFFICE 82 1 DESK-COMPUTER-W/SHELVES- 2 DRAWER 61 X 59.5
1 DESK-OFFICE-5 DRAWER 64.5 X 29
2 BOOK SHELF 30 X 71
1 TABLE(ROUND) 42 WIDTH
4 CHAIR-DESK
1 CHAIR-SWIVLE
1 PLASTIC CHAIR MAT 44 X 55.5
1 WHITE BOARD 35.5 X 48
CHIEFS OFFICE 1 DESK-OFFICE-7 DRAWER 71.5 X 35
1 DESK-COMPUTER 59 X 38.5
1 CABINET-2 DRAWER 29.5 X 20
1 CABINET-6 DRAWER-2 SHELVES 66 X 20
1 CABINET-2 DRAWER-3 SHELVES 29.5 X 20 X 76.5
2 CHAIR-OFFICE
1 CHAIR-SWIVLE
1 PHONE-DESK-NEC BRAND
1 PAPER SHREDDER-FELLOW BRAND
1 ACCESSORY RACK(BATHROOM) 10 X 10 X 23
1 PLASTIC CHAIR MAT 44 X 55.5
CHIEFS SECRETARY 1 DESK- NO DRAWERS 72 X 30
1 CABINET-FILE -5 DRAWER 71.5 X 20
1 TABLE-PRINTER ADJUSTABLE 36 X 20
1 CABINET-2 DRAWER WITH BOOK SHELF 38 X 19 X 65
1 CHAIR-SWIVLE
3 PLASTIC LETTER HOLDER-WALL MOUNT)
1 PLASTIC CHAIR MAT 44 X 55.5
ROOM 108 5 CABINET-METAL- 4 DRAWER 18 X 26.5 X 52
1 BOOK SHELF 36.5 X 12 X 62
1 PLASTIC LETTR HOLDE-WALL MOUNT
RECORDS 1 DESK-7 DRAWERS 65.5 X 29.5
1 DESK-2 FILES DRAWERS 71.5 X 20
4 CABINET-METAL- 4 DRAWERS 36 X 19.5 X 67
1 CABINET-METAL- 4 DRAWERS 15 X 26.5 X 52
1 PLASTIC FLOOR MAT(BLACK) 48 X 38
1 PLASTIC FLOOR MAT(CLEAR) 71 X 59.5
1 CABINET-METAL- 2 DRAWERS 14 X 18 X 25
1 BULLITEN BOARD 48X 48
RECORDS REVIEW 1 CABINET-STORAGE 36 X 18 X 71.5
2 CRUTCHES
ROOM 109 1 CABINET-FILE 36 X 19 X 67
2 CABINET-FILE 36 X 18 X 64.5
1 KEY BOX-METAL 12 X 6
1 APC SURGE ARRESTOR
DETECTIVE DIVISION OFFICE 4 DESK-COMPUTER-4 DRAWERS-4 SHELVES 86 X 85 X 65
2 DESK-COMPUTER-2 DRAWERS-2 SHELVES 60 X 24 X 65
1 TABLE-PRINTER-METAL FRAME 30 X 20
1 TABLE-PRINTER-WITH WHEELS
1 DESK-OFFICE-4 DRAWERS 60 X 20
3 CABINET-FILE-METAL-4 DRAWERS 18 X 25 X 52
1 CABINET-FILE-METAL-2 DRAWERS 18 X 25 X 29
1 CABINET-FILE-METAL-2 DRAWERS 14 X 18 X 25
2 PLASTIC LETTER HOLDER-WALL MOUNT
1 LOUROE ELECTRONICES AUDIO BASE STATION
INTERVIEW ROOM#1 1 DESK-FILE-2 DRAWERS 71 X 24
1 BULLETIN BOARD 48 X 48
1 WHITE BOARD 23.5 X 35.5
INTERVIEW ROOM N 2 1 DESK-COMPUTER-7 DRAWERS-L SHAPE 66 X 74
2 CHAIR-OFFICE-SWIVLE
1 BOOK SHELF 36 X14 X48
1 CABINET-FILE-METAL-4 DRAWER 18 X 26.5 X 52
1 BULLETIN BOARD 72 X 46
1 PLASTIC LETTER HOLDER-WALL MOUNT
1 PLASTIC FLOOR MAT 44 X 55.5
INTERVIEW ROOM#3 2 CHAIR-OFFICE
1 TABLE-METAL 48 X 23.5
ROOM 110 1 CABINET-STORAGE-METAL 36 X 18 X 71.5
1 BOOK SHELF 33 X 11 X 55.5
BREAK ROOM 7 CHAIR-FOLD UP-METAL
1 TABLE-ROUND 47 WIDTH
1 TABLE-ROUND 36 WIDTH
1 CHAIR-OFFICE-SWIVLE
7 BULLETIN BOARD 51 X 31
WEIGHT ROOM 1 SCI FIT PRO SPORT EXERCISE MACHINE
1 SCI FIT SXT 7000 EXERCISE MACHINE
1 EVERLAST HEAVY BAG WITH STAND
1 WEIGHT BENCH
3 MIRRORS VARIOUS
1 EXERCISE TIMER-WALL MOUNT
TRAINING OFFICE 2 DESK-OFFICE-8 DRAWERS 71 X 24
1 CABINET-STORAGE-METAL 48 X 24 X 78
1 CABINET-STORAGE-METAL 31X18X67
1 CABINET-FILE-METAL-4 DRAWER 18 X 25 X 52
1 CABINET-FILE-METAL-4 DRAWER 16 X 26.5 X 52
1 CABINET-FILE-METAL-2 DRAWER 18 X 25 X 29
1 CABINET-FILE-METAL-2 DRAWER 14 X 18 X 25
1 CHAIR-OFFICE-SWIVLE
1 BULLETIN BOARD 48 X 48
2 PLASTIC MAIL HOLDER-WALL MOUNT
PATROL COMMANDERS OFFICE 3 DESK-OFFICE-7 DRAWER 60 X 30
1 DESK- OFFICE-7 DRAWER-L SHAPE 60 X 73
1 TABLE 60 X 30
1 BOOK SHELF 28 X 12 X 71.5
1 CABINET-STORAGE-METAL 24 X 9 X 39
5 CABINET-FILE-METAL-4 DRAWER 15 X 26 X 52
3 CABINET-FILE-METAL-2 DRAWER 18 X 26.5 X 29.5
4 CHAIR-OFFICE-SWIVLE
2 CHAIR-OFFICE
1 CHAIR-FOLD UP-METAL
1 PAPER SHREDDER-NOVTECH BRAND
1 KEY BOX- METAL 8 X 12
1 FILE CASE-PORTABLE
1 2 INCH BALL HITCH
5 MAG LIGHT CHARGERS
SQUAD ROOM 4 TABLE-FOLD UP-METAL 96 X 30
3 LOCKERS-3 TOGETHER 36 X 18 X 78
1 TABLE-ROUND 48 INCH WIDTH
1 TABLE 72 X 30
1 CHAIR-OFFICE-SWIVLE
1 CHAIR-OFFICE
20 CHAIR-FOLD UP-METAL
1 PROJECTION SYSTEM W/SCREEN-TOSHIBA
1 DVD PLAYER-GO VIDEO
1 AM/FM RECIEVER-SHERWOOD
1 TELEVISION-CRT TYPE-MAGNOVOX 27 INCH
1 WHITE BOARD 71 X 48
1 BULLETIN BOARD 48 X 48
1 CAMERA-D LINK
2 SPEAKER FOR PROJECTION SYSTEM
1 PROJECTOR-OVER HEAD-APOLLO BRAND
2 PLASTC MAIL HOLDER-WALL MOUNT
ROOM 103 1 CABINET-STORAGE 48 X 12 X 72
ROOM 101 1 DESK-OFFICE-5 DRAWER 61 X 30
1 DESK-OFFICE-7 DRAWER-L SHAPE 66 X 74
1 BOOK SHELF 35 X14 X48
2 CHAIR-OFFICE
7 CHAIR-OFFICE-SWIVLE
4 CABINET-FILE-METAL-4 DRAWER 15 X 25 X 52
1 LETTER HOLDER-DESK TOP
4 CHAIR-FOLD UP-METAL
25 PHONE-DESK TOP-NEC BRAND
2 COMPUTER-GATEWAY
2 MONITOR-COMPUTER-ENVISION 18 INCH
3 MONITOR-COMPUTER-DELL 19 INCH
7 KEY BOARD-COMPUTER-DELL
2 SURGEARRESTOR-APC
1 PRINTER-COMPUTER-BROTHER-ML30
2 SPEAKER-WIRELESS-LOGI TECH
3 POWER SUPPLY-COMPUTER-DELL
1 TELEVISION-CRT TYPE-SHARP 19 INCH
1 BULLETIN BOARD 48 X 48
3 PLASTIC MAIL HOLDER-WALL MOUNT
1 MAIL HOLDER-DESK TOP
ROOM 102 1 CHAIR-OFFICE
1 CABINET-FILE-METAL-4 DRAWER 18 X 26.5 X 52
1 CABINET-FILE-METAL-2 DRAWER 18 X 25 X 29
4 PLASTIC MAIL HOLDER-WALL MOUNT
ENTRANCE 2 CHAIR/BENCH-3 SEATS TOGETHER
1 BOOK SHELF 28 X 12X 30
22 STUFFED ANIMALS VARIOUS
1 BULLLETIN BOARD 48 X 48
COMMUNITY AFFAIRS ROOM 1 TABLE-MEETING 93 X 48
9 CHAIR-OFFICE
4 CHAIR-FOLD UP-METAL
2 TREE-FICUS-FAKE
1 PICTURE-CLERMONT ARIEL VIEW 103 X 52
COMMUNITY AFFAIRS OFFICE 1 DESK-OFFICE-5 DRAWER 64 X 29.5
1 TABLE 48 X 20
1 TABLE-PRINTER 48 X 24
1 BOOK SHELF 30 X 12 X 71
2 CHAIR-OFFICE
1 CHAIR-OFFICE-SWIVLE
2 MONITOR-COMPUTER-DELL 18 INCH
1 SURGE ARRESTOR-APC
1 PHONE-DESK-NEC BRAND
1 SPEAKER-COMPUTER-DELL
1 WHITE BOARD 94 X 48
CELL BLOCK 1 TABLE-FOLD UP 46 X 24
6 CHAIR-FOLD UP-METAL
2 SURGE ARRESTOR-APC
2 KEY BOARD-COMPUTER-DELL
1 PHONE-DESK-NEC BRAND
1 CAMERA-D LINK
1 RACK-STORAGE-METAL 29X12X60
LOCKER ROOM-MENS 1 LOCKER-METAL-3 ATTACHED TOGETHER 12 X 12 X 66
4 LOCKER-METAL-6 ATTACHED TOGETHER
3TOPOVER3ONBOTTOM 12X18X66
LOCKER ROOM-WOMENS 1 CABINET-FILE,-METAL 2 DRAWER 15 X 18 X 28
ROOM 106 2 TABLE-FOLD UP-METAL 92 X 30
1 CHAIR-FOLD UP-METAL
•
1 BOX CABLES-ASSORTED TYPES
•
•
f
•
AMERICA NLAND TITLE ASSOCIATION
• COMMITMENT FOR TITLE INSURANCE
ISSUED BY OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
• NOTICE
IMPORTANT—READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR
MORE TITLE INSURANCE POLICIES. 'ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE (i
COMPANY INVOLVING THE CONTENT OF THIS COMMITMENT OR THE POLICY MUST BE
• BASED SOLELY IN CONTRACT..
•
•
THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF
• TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS
OF TITLE. THE PROCEDURES USED BY THE COMPANY TO DETERMINE INSURABILITY
••
OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE PROPRIETARY TO THE
COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND
• - CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED
INSURED. • j
-THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS.TO ISSUE A POLICY TO A r,
PROPOSED INSURED IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS
• AND PROVISIONS OF THIS COMMITMENT. THE COMPANY HAS NO LIABILITY OR
OBLIGATION INVOLVING THE CONTENT OF-THIS COMMITMENT TO ANY OTHER PERSON.
COMMITMENT TO ISSUE •
POLICY •
•
Subject to the Notice; Schedule_B, Part I-Requirements; Schedule B, Part II-Exceptions; and the Commitment Conditions, Old
• Republic National Title Insurance Company,a Florida Corporation(the "Company"), commits to issue the Policy according to
the terms and provisions of this Commitment.This Commitment is effective as of the Commitment Date shown in Schedule A for
each Policy described in Schedule A,only when the Company has entered in Schedule A both the specified dollar amount as the
Proposed Policy Amount and the name of the Proposed Insured.
If all of the Schedule B,Part I-Requirements have not been met within 6 months after the Commitment Date,this
Commitment terminates and the Company's liability and obligation end.
•
•
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment
to Issue Policy;the Commitment Conditions;Schedule A;Schedule B,Part I—Requirements;and Schedule B,Part II—Exceptions.
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
Issued through the Office of
A Stock Company (i
400 Second Avenue South
* * * Minneapolis,Minnesota 55401 "
I Digitally signed byNorman W. * * (612)37/-1111
Norman DN�n=Norman W.Nash * * °4q?TIF
LOnareI...
By •¢ tl"
e
•
PresidentAa z2 .0.2613:43= a ,
* * .ru ;��9
Authorized Signatory
Attest Secretary
••
•
FORM CF6R(8/1/16)(With Florida Modifications)
1 of 3
Commitment Conditions
1. DEFINITIONS
(a) "Knowledge"or"Known":Actual or imputed knowledge,but not constructive notice imparted by the Public Records.
(b) "Land":The land described in Schedule A and affixed improvements that by law constitute real property.The term"Land"does not
include any property beyond the lines of the area described in Schedule A,nor any right,title,interest,estate,or easement in abutting
streets,roads,avenues,alleys,lanes,ways,or waterways,but this does not modify or limit the extent that a right of access to and from the
Land is to be insured by the Policy.
(c) "Mortgage":A mortgage,deed of trust,or other security instrument,including one evidenced by electronic means authorized by law.
(d) "Policy":Each contract of title insurance,in a form adopted by the American Land Title Association,issued or to be issued by the
Company pursuant to this Commitment.
(e) "Proposed Insured":Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this Commitment.
(f) "Proposed Policy Amount":Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be
issued pursuant to this Commitment.
(g) "Public Records":Records established under state statutes at the Commitment Date for the purpose of imparting constructive notice of
matters relating to real property to purchasers for value and without Knowledge.
(h) "Title":The estate or interest described in Schedule A.
2. If all of the Schedule B,Part I-Requirements have not been met within the time period specified in the Commitment to Issue Policy,
this Commitment terminates and the Company's liability and obligation end.
3. The Company's liability and obligation is limited by and this Commitment is not valid without:
(a) the Notice;
(b) the Commitment to Issue Policy;
(c) the Commitment Conditions;
(d) Schedule A;
(e) Schedule B,Part I-Requirements;
(f) Schedule B,Part II-Exceptions;and
(g) a counter-signature by the Company or its issuing agent that may be in electronic form.
4. COMPANY'S RIGHT TO AMEND
The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien, encumbrance,
adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the Company is limited by
Commitment Condition 5.The Company shall not be liable for any other amendment to this Commitment.
5. LIMITATIONS OF LIABILITY
(a) The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the interval
between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended Commitment,resulting
from the Proposed Insured's good faith reliance to:
(i) comply with the Schedule B,Part I-Requirements; •
(ii) eliminate,with the Company's written consent,any Schedule B,Part II-Exceptions;or
(iii) acquire the Title or create the Mortgage covered by this Commitment.
(b) The Company shall not be liable under Commitment Condition 5(a)if the Proposed Insured requested the amendment or had Knowledge
of the matter and did not notify the Company about it in writing.
(c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the expense had the
Commitment included the added matter when the Commitment was first delivered to the Proposed Insured.
(d) The Company's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and described
in Commitment Conditions 5(a)(i)through 5(a)(iii)or the Proposed Policy Amount.
(e) The Company shall not be liable for the content of the Transaction Identification Data,if any.
(1) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B,Part 1—
Requirements have been met to the satisfaction of the Company.
(g) In any event,the Company's liability is limited by the terms and provisions of the Policy.
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the
Commitment Conditions;Schedule A;Schedule B,Part I—Requirements;and Schedule B,Part 11—Exceptions.
FORM CF6R(8/1/16XWith Florida Modifications) 2 of 3
•
6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT
(a) Only a Proposed Insured identified in Schedule A,and no other person,may make a claim under this Commitment.
(b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment.
(c) Until the Policy is issued,this Commitment,as last revised,is the exclusive and entire agreement between the parties
with respect to the subject matter of this Commitment and supersedes all prior commitment negotiations,representations,
and proposals of any kind,whether written or oral,express or implied,relating to the subject matter of this Commitment.
(d) The deletion or modification of any Schedule B,Part Il-Exception does not constitute an agreement or obligation to
provide coverage beyond the terms and provisions of this Commitment or the Policy.
(e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the
Company.
(f) When the Policy is issued,all liability and obligation under this Commitment will end and the Company's only liability will
be under the Policy.
7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT
The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies.The issuing agent
is not the Company's agent for the purpose of providing closing or settlement services.
8. PRO-FORMA POLICY
The Company may provide,at the request of a Proposed Insured,a pro-forma policy illustrating the coverage that the Company may
provide.A pro-forma policy neither reflects the status of Title at the time that the pro-forma policy is delivered to a Proposed Insured,nor is
it a commitment to insure.
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the
Commitment Conditions;Schedule A;Schedule B,Part I—Requirements;and Schedule B,Part II—Exceptions.
FORM CF6R(8/1/16)(With Florida Modifications) 3 of 3
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
AMERICAN LAND TITLE ASSOCIATION
COMMITMENT
Schedule A
Transaction Identification Data for reference only:
Commitment Number: Revision Number: Issuing Office File Number: Issuing Office:
510361 None 052461 (17-0469) 3730601
Property Address: Loan ID Number: ALTA Universal ID: Issuing Agent:
865 West Montrose Street None Nash Law Firm,P.A.
Clermont,FL 34711
1. Commitment Date:October 18,2017 at 11:00 PM
2. Policy to be Issued: Proposed Policy Amount:
OWNER'S: ALTA Owner's Policy(06/17/06).(With Florida Modifications) $785,000.00
Proposed Insured: Performance Medical Partners,LLC,a Florida limited liability company
MORTGAGEE:
Proposed Insured:
MORTGAGEE:
Proposed Insured:
3. The estate or interest in the Land described or referred to in this Commitment is FEE SIMPLE(Identify estate covered,i.e.,
fee,leasehold,etc.)
4. Title to the estate or interest in the Land is at the Commitment Date vested in:City of Clermont,a Florida municipal
corporation
5. The Land is described as follows:
Lot 9,the West 47 feet of Lots 10,11,12,13,14,15,and the East 1/2 of Lot 16,Block 91,OFFICIAL MAP OF THE
CITY OF CLERMONT,according to the map or plat thereof as recorded in Plat Book 8,Page 17,Public Records of
Lake County,Florida.
Old Republic National Title Insurance Company
400 Second Avenue South,Minneapolis,Minnesota 55401,(612)371-1111
Norman W. oglua,syn.an,lm�,nw.wm
Orrn PP,omnn W.N.nnan. al�law
FUm VR,w,mulLTorma n.
Nash ;:;vn�.�n
AUTHORIZED SIGNATORY
Nash Law Firm,P.A.
3730601
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the
Commitment Conditions;Schedule A;Schedule B,Part 1—Requirements;and Schedule B,Part II—Exceptions.
FORM CF6R SCH.A(8/1/16)(With Florida Modifications) Page 1 of 3 Commitment Number:510361
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
AMERICAN LAND TITLE ASSOCIATION
COMMITMENT
Schedule B-I
Issuing Office File Number:052461 (17-0469)
Requirements
All of the following Requirements must be met:
1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who
will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional
Requirements or Exceptions.
2. Pay the agreed amount for the estate or interest to be insured.
3. Pay the premiums,fees,and charges for the Policy to the Company.
4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured,or both,must be properly
authorized,executed,delivered,and recorded in the Public Records.
A.Warranty Deed from City of Clermont,a Florida municipal corporation to the proposed insured purchaser(s). Note:
Deeds by a municipal corporation usually are signed in the name of the city or town by the mayor or some other
person authorized by the charter,in the presence of two subscribing witnesses. The conveyance also should be
attested by the city clerk,sealed with the municipal seal,and made upon a proper resolution by the municipality's
governing body authorizing a sale of the property. The Title Agent should determine that such a deed is executed by
an official authorized by the charter and that it is duly attested to by the city clerk. A Certificate from the City
Attorneys'Office evidencing the proper adoption of the resolution should be attached to the deed of conveyance and
recorded with it.
5. A search commencing with the effective date of this commitment must be performed at or shortly prior to the closing of this
transaction.If this search reveals a title defect or other objectionable matters,an endorsement will be issued requiring that
this defect or objection be cleared on or before closing.
6. Good standing under the State of Florida for Performance Medical Partners,LLC,a Florida limited liability company has
been verified as of the certification date of this commitment. Satisfactory evidence must be furnished establishing that
Performance Medical Partners,LLC,a Florida limited liability company remains in good standing under the laws of Florida
at date of the insured purchase and sale and/or loan.
7. The Company has no liability under this commitment for the issuance of a mortgagee policy until an endorsement is issued
stating the name of the proposed insured mortgagee. The Company reserves the right to make additional requirements,
including but not limited to,review of additional documentation regarding the proposed insured mortgagee.
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;the
Commitment Conditions;Schedule A;Schedule B,Part I—Requirements;and Schedule B,Part II—Exceptions.
FORM CF6R SCH.B-1(8/1/16)(With Florida Modifications) Page 2 of 3 Commitment Number 510361
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
AMERICAN LAND TITLE ASSOCL4 TION
COMMITMENT
Schedule B-II
Issuing Office File Number:052461 (17-0469)
Exceptions
THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR
LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE
EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES
STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION,
GENDER IDENTITY,HANDICAP,FAMILIAL STATUS,OR NATIONAL ORIGIN.
The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement
identified in Schedule A,and will include the following Exceptions unless cleared to the satisfaction of the
Company:
1. Defects,liens,encumbrances,adverse claims or other matters, if any,created,first appearing in the Public Records or
attaching subsequent to the Commitment Date hereof but prior to the date the Proposed Insured acquires for value of
record the estate or interest or Mortgage thereon covered by this Commitment.
2. a.General or special taxes and assessments required to be paid in the year 2017 and subsequent years.
b.Rights or claims of parties in possession not recorded in the Public Records.
c. Any encroachment,encumbrance,violation,variation or adverse circumstance that would be disclosed by
an inspection or an accurate and complete land survey of the Land and inspection of the Land.
d.Easements or claims of easements not recorded in the Public Records.
e. Any lien,or right to a lien,for services,labor or material furnished,imposed by law and not recorded in
the Public Records.
3. Any Owner's Policy issued pursuant hereto will contain under Schedule B the following exception:Any adverse
ownership claim by the State of Florida by right of sovereignty to any portion of the Land insured hereunder, including
submerged,filled and artificially exposed lands, and lands accreted to such lands.
4. Any lien provided by County Ordinance or by Chapter 159,F.S.,in favor of any city,town,village or port authority,for
unpaid service charges for services by any water systems,sewer systems or gas systems serving the land described
herein;and any lien for waste fees in favor of any county or municipality.
5. All matters contained on the Plat of OFFICAL MAP OF THE CITY OF CLERMONT,as recorded in Plat Book 8 Page
17,Public Records of Lake County,Florida.
6. Deed to be recorded in Public Records of Lake County,Florida will be subject to automatic phosphate,metals,minerals
and petroleum reservations by virtue of Sec.270.11(1),F.S.for said conveyance contained herein. NOTE: Exception
will be shown on policy.
7. Rights of the lessees under unrecorded leases.
This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice;the Commitment to Issue Policy;
the Commitment Conditions;Schedule A;Schedule B,Part I—Requirements;and Schedule B,Part 11—Exceptions.
FORM CF6R SCH.B-II(8/I/16)(With Florida Modifications) Page 3 of 3 Commitment Number 510361