Contract 2021-014A#2021-014-A
HOLD HARMLESS AND INDEMNIFICATION
AGREEMENT
FOR 751 WEST MINNEOLA AVE
THIS AGREEMENT, is made by and between THE CITY OF CLERMONT 685 West
Montrose Street, Clermont, FL 3471, hereinafter referred to as "City" and VP DEVELOPMENT
ENTERPRISE, LLC, 752 West Montrose Street, FL 34711, hereinafter referred to as "VP
Development".
WHEREAS, VP Development owns 752 West Montrose Street further identified as the
"South Building" and also owns 751 W Minneola Ave further identified as the "North Building"
all situated on a parcel which is described within the boundaries of the following legal description:
THE EAST 30.00 FEET OF LOT 12, BLOCK 80, CITY OF CLERMONT, AS REQUIRED IN
PLAT BOOK 8, PAGES 17, THROUGH 23, INCLUSIVE, PUBLIC RECORDS OF LAKE
COUNTY, FLORIDA
AND
THE WEST 0.45' OF THE EAST 30.45 FEET OF THE SOUTH 61.99 FEET OF LOT 12,
BLOCK 80, CITY OF CLERMONT, AS RECORDED IN PLAT BOOK 8, PAGES 17
THROUGH 23, INCLUSIVE, PUBLIC OF LAKE COUNTY, FLORIDA.
WHEREAS, VP Development obtained building permit number 19-0876 from City for
construction on the Property;
WHEREAS, VP Development has not been able to obtain a Certificate of Occupancy based
on the referenced permit;
WHEREAS, VP Development desires to occupy the property for limited purposes prior to
the issuance of a Certificate of Occupancy; and
WHEREAS, VP Development obtained a site plan approval for 751 W Minneola Avenue,
Clermont, FL 34711 from the City.
NOW, THEREFORE, the parties hereto do hereby agree, in consideration of the above,
and the promises and undertakings hereinafter set forth, as follows:
1. The above recitals are true and correct and are incorporated herein as if set forth
below.
2. City agrees to extend the time for VP Development to obtain a Certificate of
Occupancy with continued limited use of the Property by VP Development subject to the
following:
a) The City's agreement as set forth below, shall automatically expire as of the
date that a Certificate of Occupancy is issued or September 30, 2021 at 5 p.m.,
whichever is earlier. This date can be extended either by agreement of the
parties, or by the execution of a similar agreement that disposes of the matters
herein.
b) Only the rear portion of the Property as identified in Building Permit # 19-0876
shall be used by VP Development and limited to use and occupancy by VP
Development's agents, employees, members and authorized invitees.
c) The Property shall not be open to and available to be accessed by customers,
clients or members of the general public.
d) d) VP Development shall maintain reasonable access as determined by VP
Development to the rear portion of the building facing Minneola Avenue.There
shall be no storage of flammable or combustible materials of any kind on the
Property.
e) VP Development shall permit a Certified building official and/or fire marshal
to access the Property during normal business hours for the purposes of
verifying the above -conditions have been met.
2. VP Development shall indemnify, defend and hold harmless the City, its
employees, officers, building official(s), Fire Marshal and agents, from any and all claims, costs,
losses, suits and damages (including but not limited to all attorney's fees, and other professionals,
and all Court or other dispute resolution costs), liabilities, expenditures, or causes of action of any
kind, (including the negligence, recklessness, willful or intentional acts or omissions of VP
Development and any person or organization, directly or indirectly employed by VP Development,
or any combination thereof), whether actual or threatened, which occurs in connection with being
upon or in occupying the Property prior to a Certificate of Occupancy being issued.
3. VP Development shall indemnify, and hold harmless the City, its elected officials,
officers, building official(s), Fire Marshal and employees from liability for damages to persons or
property caused in whole or in part by any act, omission or fault of City (specifically including
City's intentional, negligent or grossly negligent acts, omissions, or faults) which relates to,
pertains to, or arises from or is caused by the City allowing VP Development and VP
Developments officers, employees, contractors, and others directly or indirectly utilized by VP
Development, to be upon or occupy the Property prior to a Certificate of Occupancy being issued.
4. Such indemnification shall specifically include but not be limited to claims,
damages, losses, liabilities and expenses arising out of or from: a) any act, omission or default of
VP Development or its employees or agents (including negligent, reckless, willful or intentional
acts or omissions; b) any and all bodily injuries, sickness, disease or death; c) injury to or
destruction of tangible property, including the loss of use resulting there from; d) and other such
damages, liabilities, or losses received or sustained by any person or persons; during or on account
of any operations connected with VP Development; and the violation of any Federal, State, County
or City laws, by-laws, ordinances or regulations by VP Development or employees.
5. Nothing contained herein is intended nor shall be construed to waive the City's
rights and immunities under the common law or Fla. Stat. § 768.28, as amended from time to time.
This obligation shall not be construed to negate, abridge, or otherwise reduce any other right or
obligation of indemnity which would otherwise exist in the City's favor.
6. VP Development expressly acknowledges and agrees that nothing herein shall be construed
as or serve as a determination of VP Development's compliance with all applicable codes and laws
or that City is estopped from requiring such compliance unless modified by virtue of this
Agreement. While neither party admits to the existence of any code violation, so long as it remains
in effect, this Agreement shall operate as a temporary stay of enforcement of all code provisions
related to the access to the North Building of the Property.
7. There shall be no presumption that any ambiguities in this Agreement shall be
resolved against the party that caused it to be drafted, nor shall this Agreement be construed against
the City solely because it was the party that caused this Agreement to be drafted.
8. Should any section, paragraph, sentence, clause, phrase or other part of this
Agreement be declared by a court of competent jurisdiction to be invalid, such decision shall not
affect the validity of this Stocking Indemnification and Waiver as a whole or any portion or part
thereof, other than the part so declared to be invalid.
9.. This Agreement shall not abrogate any claim, defense, or cause of action VP
Development may have with or against the City, or any third party, as it relates to the limited
occupation of the Property contemplated by this Agreement
10. This Agreement shall take effect as of the date that it is last signed by the signatories
below.
IN WITNESS WHEREOF, the parties have executed this agreement as of the dates set
forth below.
ATTEST -
Tracy Ackroyd Howe, City Clerk
CITY OF CLERMONT
Susan Dauderis, Interim City Manager
Date: March 22 , 2021
VP DEVELOPMENT ENTERPRISES, LLC
LP anchi, Jr, Manager
Date: March 1y, 2021