R-2018-51R CITY OF CLERMONT
CLERMONT
RESOLUTION NO. 2018-51R
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CLERMONT DECLARING SURPLUS APPROXIMATELY .34 +/-
ACRES (14,810.40+/-SQ. FEET) OF REAL PROPERTY LOCATED ON
MINNEOLA AVENUE BETWEEN SEVENTH AND EIGHTH
STREETS, OWNED BY THE CITY AND AUTHORIZING THE SALE
THEREOF TO THE ART DISTRICT, LLC FOR THE PURCHASE
PRICE OF $11.50 PER SQUARE FEET OR APPROXIMATELY
$170,319.60 AS DETERMINED BY A FINAL SURVEY 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, Florida, as follows:
SECTION 1.
The City Council of the City of Clermont, Florida does declare surplus the real property located
at Minneola Avenue between Seventh and Eighth Streets and consisting of .34 +/- acres
(14,810.40 +/- square feet) and hereby accepts the offer from THE ART DISTRICT, LLC to
purchase the .34 +/- acres of real property from the City for $11.50 per square foot or
approximately $170,319.60 as determined by a final survey of the property 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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CtEMONT CITY OF CLERMONT
RESOLUTION NO. 2018-51R
PASSED AND ADOPTED by the City Council of the City of Clermont, Florida on the
13th day of November, 2018.
CITY OF CLERMONT
ail L. Ash, Mayor
ATTEST:
•
Tracy Ackroyd Howe, City Clerk
Approved as to form and legality:
Dani . , ity Attorney
CONTRACT FOR SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE (the "Contract") is made and entered into on
this 15thday of 't cj,'e wtbe r , 2018 (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 THE ART DISTRICT LLC whose address is 1560 Bloxam Avenue, 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. 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.
2. 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:
A portion of that certain real property situated in Lake County,
Florida, more particularly described as Alt Key Nos.: 1614503 and
1087210, together with all tenements; hereditaments, rights,
privileges and easements thereunto belonging (hereinafter together
referred to as the "Property"). Consisting of approximately
.34acres. A general depiction subject to the survey provisions
contained in paragraph 5 herein is attached hereto as Exhibit"A".
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 ELEVEN DOLLARS AND FIFTY CENTS ($11.50) per square feet of the
Property as established by the survey set forth in paragraph 5 below. The Purchase Price
shall be paid by Buyer to Seller in the manner and at the times following,to wit:
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A. Earnest Money Deposit. Within 5 business days from execution of this Contract by all
parties, the sum of FIFTY THOUSAND and no/100 DOLLARS ($50,000) 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.
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 provision to Seller of the Survey described
in paragraph 5 below, Buyer at Buyer's expense shall deliver to Buyer and Seller an original
commitment for title insurance committing to issue an Owner's policy written by Old Republic
Title Company(the "Title Company") to Buyer as purchaser of the Property in the amount of
the Purchase Price (the "Title Commitment"). The title company shall be Old Republic Title
and the issuing agent shall be the Law Office of Anita Geraci-Carver, P.A. . Buyer shall have
thirty (30) 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 thirty (30) 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,
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commence a good faith effort to cure Buyer's title objections within twenty (20) business days
of receipt of Buyer's notice of objection to title (the"Title Cure Period"). In the event Seller is
unable to cure title 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 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, or (iii) granting Seller an
extension of the Title Cure Period. If Seller is unable, after a good faith effort, to cure title
during the extended Title Cure Period, Buyer shall have, as its sole and exclusive remedy, the
option of the preceding (i) or (ii). Buyer's option of terminating this Agreement under this
paragraph 4 and receiving a refund of the Deposit must be exercised within seven (7) days
following the expiration of Seller's Title Cure Period or any extension thereof. 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, unless Buyer terminates this Agreement
under paragraph 5,below, or as otherwise specifically permitted in this Agreement.
5. Survey. Buyer shall have the Property surveyed at its expense on or
before the expiration of ninety (90) days from the Effective Date. The survey of the Property
(the "Survey") shall be prepared by a licensed Florida surveyor and in accordance with the
Minimum Technical Standards as set forth in Chapter 61G17-6, Florida Administrative Code,
shall specify the dimensions, location and legal description of the site and the size of the acreage
of the Property in square feet to no less than two (2) decimal places. The Survey shall be
provided to Seller within five (5) days of completion of the survey. The survey shall be subject
to review and acceptance by the Seller, whereupon, it shall become a part of this Contract and
attached thereto as schedule "A". Said Survey must be agreed upon in writing by Seller and
shall be used to calculate the final Purchase Price by multiplying $11.50 times the total square
feet of the Property stated in the accepted survey. Seller shall have twenty (20) days from
receipt of the Survey from Buyer to accept or reject the Survey. In the event that Seller fails to
timely notify Buyer of the acceptance of the Survey by Seller, the Survey shall be deemed
rejected. In the event that the Survey is not acceptable to Seller, Seller shall have the option of
terminating this Agreement or obtaining a survey at Seller's expense. In the event that the Survey
is rejected by Seller for any reason, this Agreement shall terminate effective immediately,
without consequence to either party and any deposit shall be returned to Buyer. In the event
Seller elects to obtain a survey at its expense, Seller shall provide that Survey to Buyer within
five(5)days of receipt of the Survey by Seller and the Inspection Period shall be extended by the
number of days between the date that Seller elected to obtain the Survey and the date it was
provided to Buyer plus ten (10) days.
6. 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 described as Alt Key Nos.: 1614503 and 1087210, 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 ONE HUNDRED AND TWENTY
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(120) days from 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 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 commercial 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. 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 testing
and surveys furnished to, or obtained by any person or entity by any party after execution of this
Contract (the "Turned Over Documents"), but Buyer makes no warranties or representations
regarding any such testing or surveys. However, Seller recognizes the "Turned Over Documents"
shall exclude any and all documents protected by confidentiality and/or privilege, and that the re-
use of any such documents by Seller may be limited or prevented by intellectual property
protections asserted by third-parties that are reasonable and ordinary.
7. Subsequent Agreement as to Development of Property. Prior to the expiration
of the Inspection Period set forth above the parties shall negotiate and enter into an agreement
specifying the particulars as to the future development of the property to include as a minimum
and not by way of limitation: i) a provision that will require the Buyer to sell the Property back
to the Seller for fair market value as set forth in the subsequent agreement; ii) a description of
the proposed use of the Property to include a preliminary plan describing the project iii) a
timeframe for the construction and completion of the proposed project; iv)a right-of-way use or
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easement agreement related to the improvement, use and maintenance by Buyer of Seller's
adjacent public property as generally depicted as the public art walk area in Exhibit "B"hereto;
v) cost sharing by Seller in expense related to the improvements to the public art walk area
depicted in Exhibit "B" and vi)provisions related to the water and sewer utilities for the project.
8. Unacceptability of Inspections. In the event that the results of the inspections,
investigations, reviews, and feasibility studies to which reference is made in Paragraph 6 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 6 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. Thereafter 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 6 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 for a reason other
than Seller default pursuant to this Section, Buyer shall provide to Seller, at no expense, copies
of testing and surveys 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. In addition to the foregoing, in the event that
Seller, in its sole opinion and within Seller's sole discretion, determines that the preliminary
plans, building elevations and other items referred to in Paragraph 15C below are unacceptable
to Seller for any reason whatsoever and Seller notifies Buyer of the fact on or before the
expiration of the Inspection Period provided in Paragraph 6, the Seller 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. Prior to the effective date of
any termination pursuant to the proceeding sentence, Seller shall provide Buyer with the
opportunity to revise the preliminary plans, building elevations and other items referred to in
this Paragraph 15C. Unless such time is extended by Seller in writing, Buyer shall have thirty
(30) days to submit to Seller for approval said revised preliminary plans, building elevations
and other items. If the Contract is terminated by Seller 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.
9. Conveyance of Property. At Closing, Buyer shall deliver to Seller the Purchase
Price of the Property and 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,
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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 14 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; and (viii) other documents reasonably required by Buyer or the title company in
order to consummate the transaction contemplated herein. A draft of the Special Warranty Deed
shall be provided to Buyer no later than Thirty (30) days prior to the expiration of the
Inspection Period.
10. 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 TEN (10) days from the
expiration of the Inspection Period (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.
11. Closing Costs. The Buyer 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, any document preparation fees,
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, as well as any
endorsements requested by Buyer. Buyer and Seller shall each bear its own attorneys' fees.
12. 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 6 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.
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13. 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.
14. Representations, Obligations and Warranties of Seller. Except for the
representations and warranties in this Paragraph 14, 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 or the Property is public right-of-way 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
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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 12, 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. 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.
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.
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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.
L. Seller has no present or actual knowledge, without any investigation whatsoever, of
any encroachments affecting the Property, any encroachments of structures or improvements
on the Property onto rights of way or the property of others, or any setback encroachments or
violations.
M. For purposes of this Paragraph 14,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.
N. 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.
15. 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.
9
C. Buyer warrants and agrees that the initial use of the Property by Buyer shall be for a
commercial development project (the "Project") as more particularly described in Exhibit"B"
attached hereto and incorporated herein ("Buyer's Intended Use"). On or before the expiration
of ninety (90) days of the Inspection Period, Buyer shall provide to Seller preliminary site
plans and proposed building elevations, density and use projections describing the Project
satisfactorily to Seller, in its sole discretion. Seller shall have the right to request any and
additional items reasonably calculated by Seller for Seller to provide preliminary review of the
Project. In the event that Seller timely request such additional information or determines that
the initial information, is not satisfactory, the Inspection Period may, in Seller's sole
discretion, be extended for such period of time that it takes Buyer to provide to Seller the
requested or satisfactory information. Nothing in the foregoing sentence shall prevent Seller
from timely terminating the Contract as provided in Paragraph 6 above.
16. 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 5 and 6, 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.
17. 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 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
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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.
18. 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.
19. Survival of Provisions. The provisions of this Contract shall not survive the
closing hereunder except as expressly provided elsewhere in this Contract.
20. 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.
21. 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
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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: The Art District, LLC
P.O. Box 120788
Clermont, FL 34712
Attn.: Jayson Stringfellow
WITH A REQUIRED COPY
TO: Anita Geraci-Carver
Law Office of Anita Geraci-Carver, P.A.
1560 Bloxam Avenue
Clermont, FL 34711
anita@agclaw.net
And
Ryan Stringfellow
1014 4th Ave S
Nashville,TN 37210
ryan@odysseytn.com
22. 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.
23. 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.
24. 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
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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.
25. 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
agreeing and acknowledging the terms and conditions related to the retention and
disbursement of the Earnest Money Deposit funds herein.
26. Effective Date. The "Effective Date" of this Contract shall be the date upon which
this Contract is last signed by Seller and Buyer.
27. 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.
28. 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.
29. Acceptance. In the event this Contract is not signed simultaneously by Buyer and
Seller, it shall be considered to be an offer by Buyer to Seller, in which event this offer shall
expire at 5:00 p.m. Eastern Standard time on the date which is sixty (60) days after the date
Buyer signed this Contract unless a counterpart of this Contract signed by Seller is received by
Buyer prior to that time and date. Seller also acknowledges that it will not entertain any other
offers or get into any negotiations with any other party until this offer is terminated or not
accepted by the Seller.
(Remainder of Page Intentionally Left Blank}
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30. 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.
z. SELLER:
City of Clermont
-, /
By: By ;0''/ / /
Tracy Ackroyd Howe, City Clerk Mayor Gail Ash
Date: //- 13- lS
BUYER: Th• - Dis I 'ct, LLC
Witnesses:
-, � . _ By ' -
`ame: ,v� �� ' e '1/ r-. Member 71 A �-Di 54-/%i e - LLC
..W4 -- —% By Ja son Stringfellow, Director
Name 5Vie i1, Ac i4 /0 Date: 1 // - /S —zol fi'
Escrow Agent:
deBeaubie Si fight
Mantzaris& -•�Ls4li
By:
Danig1 F. 7ntzaris
2
Date: I I 1 - / e
14