The URL can be used to link to this page

Resolution No. 2022-013Re: CITY OF CLERMONT �LERMONT RESOLUTION NO.2022-013R A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT APPROVING THE GLOBAL SETTLEMENT AGREEMENT BETWEEN VP DEVELOPMENT. ENTERPRISES, THE ART DISTRICT, NEXBIZ, LLC AND THE CITY OF CLERMONT RESOLVING ALL CLAIMS MAINTAINED IN THE PENDING LITIGATION BETWEEN VP DEVELOPMENT ENTERPRISES, THE ART DISTRICT AND THE CITY; AUTHORIZING THE PAYMENT OF THREE HUNDRED AND THIRTY THOUSAND DOLLARS $330,000 FROM THE CITY TO VP DEVELOPMENT ENTERPRISES, APPROVING THE COMPLETION BY THE CITY OF CERTAIN SIDEWALK/ACCESS PATH, WATER, SEWER AND STORMWATER IMPROVEMENTS; APPROVING THE PURCHASE OF APPROXIMATELY .856 ACRES OF REAL PROPERTY FROM NEXBIZ, LLC FOR $1,566,000 FOR THE CITY'S INTENDED USE AS A PARKING FACILITY; AUTHORIZING THE MAYOR TO ENTER INTO A PURCHASE AND SALE AGREEMENT THEREFORE; DECLARING APPROXIMATELY .0009 ACRES OF REAL PROPERTY AS SURPLUS PROPERTY AND APPROVING THE TRANSFER THEREOF TO THE ART DISTRICT; AUTHORIZING THE MAYOR AND/OR CITY MANAGER TO EXECUTE ALL DOCUMENTS AND PERFORM ALL ACTS NECESSARY AND APPROPRIATE TO COMPLETE THE TRANSACTIONS; PROVIDING FOR THE ADMINISTRATIVE CORRECTION OF SCRIVINERS ERROR, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Disputes have arisen between VP and Art District, and the City resulting in litigation in the cases styled VP Development Enterprises, LLC v The Art District, LLC, Case No. 2020-CA-1009 and VP Development Enterprises, LLC v Bella Rio, LLC and The Art District, LLC, Case No. 202 1 -CA-000226, in the Circuit Court in and for Lake County, Florida (the "Litigation"); WHEREAS, as set forth in the Global Settlement agreement attached hereto and incorporated herein as Exhibit "A", VP development Enterprises, LLC and The Art District, LLC have agreed to dismiss all pending claims and to release each other and the City of Clermont from any liability of cause of action maintained our which could have been maintained in the Litigation; and WHEREAS, the City Council has determined that it is in the best interest of the City to resolve the Litigation as set forth herein. NOW THEREFORE BE IT RESOLVED by the City Council of the City of Clermont, Florida, as follows: SECTION 1: The City Council does hereby approve and authorize the Mayor to enter into the Global Settlement Agreement attached hereto and incorporated herein as Exhibit "A" and authorizes the payment of THREE HUNDRED AND THIRTY THOUSAND DOLLARS ($330,000) to VP Development d= CLERMON-r CITY OF CLERMONT «..� RESOLUTION NO.2022-013R Enterprises, LLC and the completion of certain sidewalk/access pathway, water, sewer and stormwater improvements. SECTION 2: The City Council does hereby approve and authorize the Mayor to enter into the purchase and sale agreement set forth in Exhibit "A" hereto providing for the purchase of .856 +/- acres of real property generally located at the corner of 7t' Street and West Minneola Avenue from Nexbiz, LLC for $1,566,000 plus the closing costs. SECTION 3: The City Council does hereby declare as surplus that certain property located South of Minneola Avenue and adjacent to the Art District building and consisting of approximately .0009 acres and approves the transfer thereof to the Art District as set forth in Exhibit "A". SECTION 4: The City Council further authorizes the City Manager, after consultation with the City Attorney, to approve revisions to the Global Settlement Agreement and related documents provided such revisions are consistent with the intent and action authorized hereunder. The City Manager is further authorized and directed to perform all acts necessary and appropriate to close on the property, including, but not limited to, executing all documents related to the closing of the purchase of property, the transfer of property, and the granting or releasing of easements consistent with the Global Settlement Agreement set forth in Exhibit "A". SECTION 5: AUTHORIZATION The City Manager is specifically authorized to withhold any document contemplated herein and completion of the contemplated transaction upon determination of any matter or factor, hereafter coming to his 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 6: ADMINISTRATIVE CORRECTION: This Resolution may be re -numbered or re -lettered, and/or corrected for typographical and/or scrivener's errors which do not affect the intent of said resolution, as authorized by the City Manager or designee, without need of public hearing, by filing a corrected copy of same with the City Clerk. SECTION 7: EFFECTIVE DATE This Resolution shall take effect immediately upon its adoption. (5= CLERWONT CITY OF CLERMONT - RESOLUTION NO.2022-013R DONE AND RESOLVED by the Mayor of the City Council of the City of Clermont, Lake County, Florida, this 22nd day of March 2022. Tracy Ackroyd City Clerk and Legality: Daniel F. Mantzaris, City Attorney CITY OF CLERMONT Tim Murry, ayo 'GLOBAL -SETTLEMENT AGREEMENT THIS AGREEMENT is entered into by and between VP DEVELOPMENT ENTERPRISES, LLC, a Florida limited liability company ("VP), the CITY OF CLERMONT, a municipal corporation of the State of Florida, ("the City"), THE ART DISTRICT, LLC, a Florida limited liability company, (Art District") and NEXBIZ, LLC, ("NexBiz") (or collectively "Parties") who each freely and voluntarily enter into this Settlement Agreement ("Agreement") and therefore do recite as follows: RECITALS A. VP owns the property located at 752 West Montrose Street ("VP's Property") and a building addressed 751 West Minneola Avenue ("VP's North Building"), both in downtown Clermont, Florida, and; B. Art District owns the property located at 756 West Montrose Street, and; C. VP's Property and VP's North Building are adjacent to property directly north and west, owned by Ali District, and; D. Disputes have arisen between VP, the City of Clermont, and Art District resulting in litigation in the case styled VP Development Enterprises, LLC v The Art District, LLC, Case No. 2020- CA-1009 and VP Development Enterprises, LLC v Bella Rio, LLC and TheArt District, LLC, Case No. 2021-CA-000226, in the Circuit Court in and for lake County, Florida (the "Litigation"), and; E. Nexbiz, not party to the litigation, is the owner of that certain real property which for -reference purposes herein is made up of three parcels identified as - Parcel 1: Paved Parking Lot and Land as set forth in Exhibit "A" attached hereto and incorporated herein. Parcel 2: Nexbiz commercial lot at the comer of Mineola Avenue and the Art Walk. As set forth in Exhibit "B. Parcel 3: Nexbiz commercial lot on 7 Street. As set forth in Exhibit "C". F. Nexbiz and City as a condition precedent to this settlement agreement, agree to enter into and complete the sale of Parcel 1, Exhibit "A" in accordance with the terms herein, to City for City's intended use as a public parking lottfacility, hereinafter referred to as the "Nexbiz Property Transaction"; and G. This Agreement serves to resolve all claims and damages that the Parties asserted or could have asserted against each other in the Litigation, no tern or condition herein shall act as or be construed as an admission of any liability for any alleged claim of any kind that one party may have against the other. NOW THEREFORE, in consideration of the mutual covenants and the terms and conditions Page 1 of 10 contained herein the Particc agree as follows 1 Recitals lncomorated Thy above. stawd recitals are milt and .;orrect and are hereb\ incorporated in and mad: it part of this agreement by reference. 2 City Ublit-,attous and Acluiovle-dinneitts The City does hereby agree and or aclatowlcdge as follows - Prior to the. closing of the. Nuxbtr Prolxrty as set foilh in paragraph ; and as a condition precedent tr, closing said transaction, the City shall deltvet to Art District evidcutiary proof that City has Obtained and held in trust all executed documents required to fulfill the Vlarcl: 2i. 201It Agreement betwuen ,-\rt District and the City, as set forth in Exhibit" I" (Revocation Agreement). In suet. all prior cttility easements over Alt District propcily (ot which V11 is the grantee shall be hilly released and removed (including, but not linuted to, the casement set forth in Exhibit" I -A") b Prior to of ,:on1ernpor.ineousl. ct ►th tilt closing of tilt' Nexbne Transaztioti as set fbrtlt in paragraph the City- shall transfer to .Art District that certain propeny generally located at the northwest corner of the Art District building and as Wrote particularl% described in Exhibit "D" attitched hereto and incorporated liere:n. The property shal; be n-ansferred by Quit Clain) Herd front Cite without any warranties of any kind P. Prior to or contemporaneously- with tits closing of the tiexhtz'Iransacuotl as set forth nt paragraph', the C'11v Shall pay to VP the stilt of TIMEE 11 N'DRED THiR*rN, THOUSAND nULLAR5 ($'3o.Uut) toil d. in accordance with paragraph 41ai. helow, tliv Cm shall construct and ►naintaiu tit perpetuity a public Sid-OW.11108cccss pathway %%iih utility reservations foi The An District in the lot.ation set forth rn Exhibit "E" norili ref and adjacent to the VP North Building to provide 4f. A ee int". access to the• general publics from the Parcel 1 parking Ini to the VP North Building. The sidewallUnccess pathway shall be constructed in ac:.urdance with all applicable• codes, laws and regulations and entirely within the area dedicated to the City by Art District and ill substantial accordance with the Halff Engineering Construction Dritwings for Sidewalk Improvements dated 6- p2-Tt�22.. and attached hereto and tncotpof-ited lic'rdiii as Exliibi: s. Nothin-t htrcir: shall be construed its providing ally easetueat or access to VP across the Art District propetl-y NT shall have access across all city property in accordance with paragraph 5tc:i, the City shrill construct and maintain in perpetuity .: public sidewall, access patilway ill tfte loc;ttiorl set forth tit Exlttliil *11" conntxtiltr the fiuhlic Sidewalk access pathway ref-orred tit in ?d above to Montrose: Street. The .idewalk acce::ss pathwa% shall be constructed in accordance with all applicable codes, laws and regulations, entirely within the area dedicated to the City by VP Development as L'Unerally described in Exhibit "H" turd in substantial accrn-dance with IExhibit ? the Halff EnOnctaair Constructions Drawings for Sidewalk and Drainage Irnnroveincnts Provided, ht)urever. thin illy existing, of orhang 11.1oL 2 of 10 1 —� 1 1 "I or cover or any future m erhuns or ;.over that may be constrtictcd in accordance with City Code. in the area to he dealizated shall be tilt; maintenance responsibility of XT, its successors, transferees of assigns, The Cite ask-nowled ties and confirms that a parking credit of 2_5 standard vehicle .qinces shrill he provided in perpetuity for ill,, benefit of VP s Property PARCEI. ID:24-22-25-0100-092-00001 Tliv credit lnc:rem shall be for the purposes of compliance with any applicable CoN root provisttm. m rquirement related tt nunimum off-street parking as act forth in the City cocIv. g. City of Clernu►nt acknowledges and agrees that pursuant to Se:. VY-I - Purl, -mg- rrr the Central Hu .0tess District WBL)I Zoning 1>rctr<<.1. the existing VP building square footage of 1111.49is exempt from needing parkins spaces as a non-residential SItM,lCttaTB, �ii :il�ChTlt7iTal�?ilThul at�nwCSShFtli bi, MAJUHI l f-n n vr1rxrl74C ut Ilac w ulani f tcusnresudeuzual use, pri vi(W tilt occupant,, "iacaa}-mud-sgtim -4wtw > e-mx+t tm-reesed-uhnve that apprm�ed as -part of the-Certtfrcrtte trY -dated September 2g; '-4rI- h. At or contemporaneously with tine Closing of tine NexBtz Propeny Transaction. the City will facilitate and cause to be completer; the exchange of the water line easements as set forth tri L-xhi is "F attached lent., and incorporated herein and the release or abandonment by VP of the water lute easement recorded on the Art District property as get forth inn Exhibit " " and "i-A" i. VVith rcgat(; to Phase I of the .'art )Xalk i`rt+jec;t, the City acknowlcdges and confirrnl. as follows i Ai-, Distnet haN tullti• complied with all tcrius and conditions of [lie t:Sl- LIC:ENST,. IA-1I'ItOVEN417N l', cIMAINTENANO' ANI) COST SHARING ,AGRITMENT bet\Nccn the City and the Art District dated FEBRt:AR 26. 201 ci (the "Cost Share Agreanent" ) .art District and the City agre : that paragraph 4 of the Cost Share Agreement has begin satisfied. Art District and the City agree that paragraph i of the C;ust Share Agreement has been satisfied, other than the City utaintenancc obligation which shall remain m fitll'Wce and effeci Art District and the City agree that paragraph b of the Cost Share Agicemew has been satiened, and the City has released it.s buye hack interest The rcmaind:�r of the C;om Share Agreement shall remain in full force and effect ii Chat rel) fund; obtained through th,: plaid imictrai-4ei have bent used to tuatd tlic public portimu, of the :1ri Walk iii That atlt sut,1 all C:cindtt:uuaJ t s; 1'elVits iss ed 10 the :art District, In, its tenants are its full compliance with the Cit} Code and thu applicable conditional use permit Further, except for sus may he inconsistent with Section 86-146 of the c try Codc, as amended, stir City shall provide to Art I \ / Page 3 ref' 10 t District ninety (90) days written notice, with an opportunity to cure, prior to uutiating any formal action to revoke or suspend an approved conditional use permit issued for the Art District property IV, That the City shall continue to diligently maintain and keep all of the Art Walk and grounds owned by the City clean, in repair and good condition as set forth in the Cost Sharing Agreement That all tenants on the Art District property are entitled to apply for and receive a sidewalk cafe permit, subject to compliance with City Code Section 122.357, as amended, to use the Art Walk. In Concert with the improvements of Parcel 1 by the City for its intended use as a public parking lot/facility, the City shall. vi. Cause to provide Utilities (Stormwater, irrigation, fire protection, Sewer and electrical) by bringing the Utilities to the boundary of Nexbiz Parcel 2 (Exhibit "B"). If there are existing utilities already established for, on, or to die Nexbiz Parcel 2 (Exhibit "B"), the City shall not Interfere with, impair, or diminish any existing utilities. As part of the City's improvements, City agrees to provide and establish separate Utilities (Stormwater, irrigation, fire protection, Sewer and electrical) to Parcel 3 (Exhibit C), and City public parking lot as needed. vii. Re-route existing parking lot on Parcel 1 stormwater to Minneola Avenue or such other connection point as the city deems appropriate. In addition, after completion of the re-routing, the City shall close off and grout existing parking lot storm water connections currently discharging through the northern area of the Art District property. viii. Designate through appropriate signage a minimum of three standard parking spaces as "15 min Parking for Pick-up and Delivery Only". ix. Provide open and unimpeded access from Parcel 1, including any developed or improved parking iovraciary, to ivexmzs PArCdl-2-(Mii54rB)-Th-e-Citp shall provide any ground level access from the Parcel 1 parking lot or parking facility to Nexbiz's Parcel 2 (Exhibit B). In the event that the City parking facility on Parcel 1 is a multi -level facility and Nexbiz wants to access a higher level than the ground floor, the City shall allow such access, but Nexbiz shall bear the costs of such access. j. At or contemporaneously with the Closing of the Nexbiz Property Transaction, the City shall provide to the Art District a limited, perpetual access easement across Parcel l for purposes of accessing the Art District's dumpster and grease trap areas and for off -site parking, deliveries, maintenance, renovation and temporary construction purposes for Art District's buildings. Additionally, in the event that the Page 4 of 10` City constructs a parking garage facility on Parcel 1, the City shall relocate or make available a convenient (within 300 feet walk) solid waste collection area for the use of the Art District property and tenants. City shall provide open and unimpeded access from Art District property to City's parking lot/facility. k. City hereby agrees and acknowledges that Nexbiz's Parcels 2 and 3 are currently zoned Central Business District (CBD) under the City's and Development Code and therefore is entitled to use Parcels 2 and 3 for any permitted use thereunder subject to all applicable building code and zoning regulations. City of Clermont acknowledges and agrees that the acquisition of Parcel I for use by the City as a parking facility creates available parking for the area adjacent to the Art District Property, Parcel 2 and Parcel 3 and therefore, pursuant to Sec. 98-17 Parking in the Central Business District (CBD) Zoning District, the future development of Parcels 2 and 3 by Nexbiz or its assigns or successors for a use permitted in the CBD and shall be entitled to a parking credit for up to 17,000 square feet of retail and/or restaurant space toward the off-street parking requirement set forth in the code. qPI 1. As part of the City's planned streetscape project on W Montrose and 7a' Streets, th Z!�4' f- City shall install a minimum 4" water connection stub out and bring an adequat, Storm water connection stub out to the �.rt corner of Parcel .3. City agrees to provide access to the existing 15" storm drain grate adjacent to Parcel 1 for pre- and post -development storm water uses for the Nexbiz Parcel 3 (as more described in Exhibit "C" ). M. At or contemporaneously with the Closing of the Nexbiz Property Transaction, the City and Nexbiz sball exchange mutual easements for utility placement in an area as close in proximity to the ten foot (10') existing utility easement described in Exhibit "G" attached hereto and incorporated herein. The terms of the Easement shall be -negotiated between the City and Nexbiz, and the parties shall have sole and absolute discretion to negotiate a mutually agreeable Easement. The parties expressly acknowledge and agree that the granting of a mutually agreeable easement as set forth herein is a material term of this Agreement and a condition precedent to the effectiveness of this Agreement, and if the parties do not reach an agreement on the Easement language within sixty days from execution of this Agreement, then the parties have tattea to agree to a material term ano tiilb ttW w► '-Ut V V16 and of no further force and effect. If that happens, the parties shall be returned to their status in the litigation as if this Agreement was not executed. n. Execute a release of The Art District LLC, Nexbiz LLC, and Bella Rio, LLC, their officers, Owrters, members, employees and agents, Jayson Stringfellow. Alex Stringfellow, Troy Stackhouse, Ryan Stringfellow, and Guy Grayford from any and all claims, causes of actions or damages of any hind that have been maintained or could have been maintained in the Litigation. The Release shall be as set forth in Exhibit 5 attached hereto and incorporated herein. 3. Nexbiz, LLC Property Sale to Citv. NexBiz agrees to sell Parcel 1 to City for arpurchase Also i i Page 5 of 10 1� price of ONE MILLION FIVE HUNDRED SIXTY-SIX THOUSAND DOLLARS ($1,566,000.00) with the Closing to occur no later than forty-five (45) days of the effective date of this Settlement Agreement and in accordance with the Purchase and Sale Agreement attached set forth in Exhibit 4 attached hereto and incorporated herein. It is expressly agreed and understood that the Closing of the purchase and sale agreement is a condition precedent to the perfonnance of any other obligations of this Global Settlement Agreement. If the Nexbiz transaction does not close, their this Agreement shall be void and of no further force and effect. If that happens, the parties shall he returned to their status in the litigation as if this Agreement was not executed. NexBiz shall not be obligated to sell, and the City shall not be obligated to purchase Parcel 1 in accordance with this section unless, within thirty-five (35) days of the effective date, the other parties certify that easements have been drafted, negotiated, and approved by all parties in interest. In the event such a certification is not delivered to NexBiz and the City, then the Nexbiz Puuchase and Sale Agreement shall be deemed terminated, 4. Art District Obligations. At or contemporaneously with the Closing of the NexBiz Transaction, Art District agrees as follows: a. Execute and deliver to the City a public access right-of-way dedication deed as set forth in Exhibit E, attached hereto and incorporated herein and for the property described therein. Nothing herein shall be construed as proving any easement or access to VP across the Ali District property. b. Pay or cause to be paid to VP the sum of FIFTY THOUSAND DOLLARS ($50,000). c. Fully execute and Deliver to City the water line easement set forth in Exhibit 2 as described in Exhibit F attached hereto and incorporated herein. d. Execute a release of the City, its elected officials, officers, employees and agents and VP Development, its officers, employees and agents, Patrick Bianchi and Joao Victor Betriel from any and all claims, causes of actions or damages of any kind that have been maintained or could have been maintained in the Litigation. The Release shall be as set forth in Exhibit 5 attached hereto and incorporated herein. e. As soon as practical atter the loosing of the Nexbiz Property 1 ransaCuft, tide a No4ce of Dismissal with Prejudice of all Art District's pending claims in the Litigation. VP Obligation - At or contemporaneously with the Closing of the Nexbiz Transaction, VP Development shall: a. Prior or contemporaneous to the Nexbiz transaction -- Deliver to City the release and waiver of all rights in both utility easements existing on the Art District property set forth in Exhibit "I" and Exhibit "I -A" attached hereto and incorporated herein that is expressly conditioned upon the successful closing of the Nexbiz transaction and all other conditions precedent having occurred in this Agreement. Page 6 of 10 r^ b. Execute a release of the City, its elected officials, officers, employees and agents and The Art District L.L. Nexbiz LLC, and Bella Rio, LLC, their officers, owners, members, employees and agents, layson Stringfellow, Alex Stringfellow, Troy Stackhouse, Ryan Stringfellow, and Guy Grayford from any and all claims, causes of actions or damages of any kind that have been maintained or could have been maintained in the Litigation. The Release shall be as set forth in Exhibit 5 attached, hereto and incorporated herein. c. As soon as practical but no later than 15 days after die Closing of the Nexbiz Property Transaction and the subsequent payment of the aforesaid $50,000.00 from Art District to VP set forth in Section 4.b., file a Notice of Dismissal with Prejudice of all VP's pending claims in the Litigation. If VP fails to file a Notice of Dismissal with Prejudice of all VP's pending claims in either currently pending case within ten (10) days of Art District's payment to VP, VP shall immediately pay to Art District the sum of FIFTY THOUSAND DOLLARS ($50,000). This payment is not a termination or default under this Agreement, and the Agreement shall still be enforceable. VP's failure to timely dismiss the pending claims shall forfeit VP's claim or entitlement to payment from An District. d. Grant to City a temporary construction and access easement to VP's property for purposes of the performance of all applicable City obligations. The easement shall be in the form as set forth in Exhibit "I". attached hereto and incorporated herein. The parties expressly acknowledge and agree that the granting of a_mutuallyagreeable easement as set forth herein is a material term of this Agreement and_ a condition precedent to the effectiveness of this Agreement, and if the parties do not reach an agreement on the Easement language within thirty-five (35) days from execution of this Agreement, then the parties have failed to agree to a material term and this Agreement shall be void and of no fiirther force and effect. If that happens, the parties shall beTetumed to their status in the litigation as if this Agreement was not executed. e. Execute and deliver to the City a public access right-of-way dedication deed for pedestrian access for the benefit of the general public in the location in the form and for the property as set forth in Exlubit "H, attached hereto and incorporated herein. generally described in Exhibit " H. Abatement. Within ten (10) days of this Agreement becoming effective, all parties in the Litigation shall jointly file an agreed upon motion with their respective courts to abate the cases pending full execution of this Agreement. In the event that this Agreement is terminated or void for Jack of a condition precedent, then the parties shall within ten (10) days of that event file a joint motion to their respective courts asking the court to take the case out of abatement. 7. Each Party Bears its Own Attornev Fees and Costs. The Parties agree that they shall each bear their own attorney fees and costs related to the Litigation and this Global Settlement Agreement. In the event any party to this Ac •cement flies suit or takes any other action to enforce this Agreement or its provisions, or with respect to any matter regarding the Page 7 of 10 �--�" subject matter herein, the substantially prevailing party in such suit shal 1 be entitled to recover attorneys' fees, paralegals' fees, expert witness fees and costs incurred in such suit at trial or on appeal or in connection with any bankruptcy or similar proceedings. 8. Reservation of Rieht to Enforce this Agreement. It is understood and agreed by the parties that the General Releases described in Sections 4 and 5, do not waive nor include in anv way the parties' rights and ability to enforce against each other the terms and covenants contained in this Agreement. Qpnortunity to Cure. Except in the event of a failure to certify agreement to easements or to successfully negotiate them, in the event of a breach of (i.e., failure of a party to comply with) any obligation or .covenant under this Agreement, the non -breaching party shall give the breaching party written notice of the specifics of the breach, and the breaching patty shall have sixty (60) days (the "Cure Period") in which to cure the breach if such breach is capable of cure. If it is commercially impractical to cure the alleged breach within the Cure Period, the breaching party shall have such commercially reasonable time as may be necessary to cure the breach. If the breach is not cured within said Cure Period, the non-- breaching party, subject to the provisions herein, shall be entitled to. pursue any remedies it may have by reason of the breach. A waiver of any breach of this Agreement shall not constitute a waiver of any future breaches of this Agreement, whether of a similar - or dissimilar nature. 10_ Enforcement of �erc ejxien(,. If any party shall seek to enforce or protect its rights under this Agreement or under any document or instrument executed and delivered in connection herewith, in any action, suit, arbitration, or other proceeding, prior to initiating such action, the parties agree that they will participate in pre -suit mediation. The mediation shall take place at Clermont City Hall, Clermont, Lake County, Florida by a mediator as mutually agreed to -by the parties. Each party shall bear an equal share of the cost of die mediation. In the event the mediation does not resolve the pending dispute any party may enforce its rights hereunder in such manner as available at law. The Parties agree that venue for any such action shall be in the appropriate court in and for Lake County or the Middle District of Florida, that each party waives its right to a jury trial. i. entire ereenient. This Agreement shall constitute the entire agreement between the Parties, ana any prior uncierstanatug or representation of any kind preceding me date of this Agreement shall not be binding upon either party except to the extent it has been expressly incorporated into this Agreement. No waiver, modification, or amendment of any term, condition, or provision of this Agreement shall be valid or have any force or effect unless made iu writing and signed by all Parties to this Agreement. 12. No Warranty by City Nothing contained, rein shall be construed or act as a warranty of any kind, either general or specific, regarding the performance, operation or any act, improvement or approval by City related hereto, except as to its obligations under the Agreement. 13. IImdin Effect. This Agreement shall be binding upon the Parties, their successors and Fage8of10 IftJ� assigns 14. No Waiver of Sovereign. Immunity. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the City beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Inununity or by operation of law. 15. Notice. Any notice required to be given or documents required to be delivered by the terms of this Agreement shall be deemed properly given or delivered if hand delivered, or if mailed to the proper party or parties by United States Mail, return receipt requested, at the following addresses: ART DISTRICT: VP DEVELOPMENT: PO Box 40746 Nashville TN 37204 Attn.: Ryan Stringfellow 752 W. Montrose Street Clermont, FL 34711 Attn: Patrick Bianchi With a copy to. - Christian W. Waugh, Esq. cwaugh@waughgrant.com NEXBIZ: 1455 W Lakeshore Drive Clermont, FL 34711 Attn.: Jayson Stringfellow Cam': 685 W. Montrose Street Clennont, Florida 34711 Attn: City Manager 10. 1=1lectrve Date. t his Agreement steall tak6 ettect3M'u�e lasi udtl: slid, a alg",u,y 6rjow has executed. 17. Joint Participation. Each of the Parties has jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by each of the Parties hereto and no presumptions or burdens of proof shall arise favoring either Party by virtue of the audiorship of any provisions of this Agreement. 18. Agreement Understanding and Let2al Counsel. Each Party to this Agreement represents and warrants to each other Party that such Party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, Page 9of10 and has executed this Agreement based upon such Party's own judgment, and acknowledge that are executing this document as their free and voluntary act. 19. Assi aan bilim To the extent not otherwise addressed in an Exhibit or referenced agreement, all of the rights and privileges set forth herein are freely assignable by the respective parties. 20. Counterparts. This Agreement may be executed in counterparts, each executed counterpart to be deemed an original and all of which will constitute but one and the same instrument. This Agreement .may be executed by electronic signatures and electronic signatures will constitute originals for all purposes. 21. Authority. By signing below, each of the undersigned represents and warrants that he or she has the actual and apparent authority and has obtained all necessary and proper corporate or other legal authority and authorization to bind their respective entities to the terms and conditions -of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Global Settlement Agreement as of the dates set forth below. THE ART DISTRICT, LLC By:.s�.J Ryan Stun w, uthonz!ed Member Date: Jayson S ""gfellow, ember Date: E — K^ ZOZ2 Attest: Ciiy %1►,.1• VP DEVELOPMENT ENTERPRISES, LLC By: PaoM Bia&i;I-eember`-- ate: CITY OF CLERMONT Tim Murry, yob Date: � I , 1 As Approved by Action of the City Council at its Regular Meeting of March 22, 2022 Page 10 of 10 y Exhibit A MAP OF DESCRIPTION PAGE 2 OF 6 West Mlnneclo Avenue POINT OF BEGINNING PARCEL-1 NW CORNER LOT 9 BLOCK 80 SIDEWALK S P722' 15" E 247 98' SIDEWALK SOUTH RIGHT OF WAY LINE HE CORNER LOT 1 ram', BLOCK BD PARCEL 1 ' NORTH 100' W OF LOT 11 D a Lot 9 Lot 7 Lot 5 Lot 3 Lot 1 o a ... o z Block 80 ' FST MONT 0� N UC POLE LSTM WLEt SiNo!! CURB 3 S CONCRETE PAD EDGE OF PAVEM M EDGE OF PAVCWF-T WEST UKE �i Ldr 2 I PARKING AREA PARKING AREA PARCEL 1 PAVED PARKING LOT W 1 L7 C ON .00 ON SAWARY �y SOUTH LINE SOUTH Uh_ MNfgOIE eE PARCEL 1 PArtCEL 1� Nara .r 011 ®� qQ rG•v _ _ N 89'18'23' W 151.05' L3 N 89 f2 7" V wnurr wuu 9= I lAR ZiA CORNER SOUTH EDGE 10' dMftuUon aasem dl ORB 4121. P2 135 LOT 12 Ter 2 F&F A M WALL 8u1U)Ot0 BURDOtO Lot 12 — PAVED PARKING LOT Moo 80 Lot 10 N. 60' N. 60' lot 6 N. 60' Lot 2 0 LINE BFt14 DISTANCE Lot 4 L1 SyNrE curb ME OF EMR!L E L RgNI 2B.Z4` E 18.83' �1s - ,•�' �i S E 5.00 DESCRIPTION PARCEL 1: BEGIN AT THE NORTHWEST CORNER OF LOT 9 BLOCK 80. OFFICIAL MAP OF YHE CITY OF CLERMONT, ACCORDWG TO THE MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 8, PAGE 17. PUBLIC RECORDS OF LAKE COUNTY, FLORIDA, THENCE RUN S 8W22715' E ALONG THE SOUTH ROW OF WAY LINE OF WEST MINNEOLA AVENUE FOR A DISTANCE OF 247.98 FEET TO THE NORTHEAST CORNER OF LOT 1, SAID BLOCK W. THENCE RUN S 00'24'48" W ALONG THE WEST RIGHT OF WAY LINE OF SEVENTH STREET FOR A DISTANCE OF 148.34 FEET; THENCE LEAVING SAID WEST RIGHT OF WAY LINE RUN N 89'1813" W FOR A DISTANCE OF 151.05 FEET; THENCE RUN S 00'00'00' E FOR A DISTANCE OF 1.88 FEET; THENCE RUN N 89'22'47' W FOR A DISTANCE OF 28.67 FEET M THE SOUTHWEST CORNER OF SAID LOT 9. BLOCK 80; THENCE RUN N 01'04'10' E FOR A 5.00 FOR S 88'S5'SO' E FOR A DISTANCE OF 5.00 FEET TO THE WEST LINE OF SAID LOT 9, QLOCK 80; THENCE RUN N 01'04 10' E ALONG SAID WEST LINE OF LOT 9 FOR A DISTANCE OF 127.37 FEET TO THE POINT OF BEGINNING. CONTAINING 0.856 ACRES MORE OR LESS. Digitally signed by ``_-- JEFFREY P R HMEN Deft 2022AZ07 O&SM -0S'0y Prepared for, 13WO.023 The Art District. LLC Rhoden Land Sumeolig, Ino. LB /6980 420 E, IUnnWxft Ave. Clermant. FL 34711 352-394-6255 Exhibit B West Minneola Avenue -� PARKING �f- _. FIRE \� Y HYDRANT SIDEWALK a S 89'22' 15" E 51.79' back S now pro"ntor MAP OF DESCRIPTION PAGE 3 OF 6 DESCRIPTION PARCEL 2: THE NORTH 100.00 FEET OF LOT 11, BLOCK 80, 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. CONTAINING 0.118 ACRES MORE OR LESS. O 0 PARCEL 2 0 0 RETAINING WALL �- W F_ M IL`' NORTH 100' cnv N OF LOT 11 o - Lot 9 N Block 80 .— �t W N � a RETAINING WALL, 0 0 O o r— z z 0 Scale 1 "=20' 0 Lot 13 z Block 80 LIGHT STORM INLET sorb POLE CURB ~'CONCRETE PAD PAVED PARKING LOT S 89'22'15" E 50.72' '` Lot 9 Digitally signed STORM W .". by JEFFREY P MANHOLJE a • • • • RHODEN i �� cc Date: a PAVE j o= 2 022.02.07 o 07:02:16-05'00' Prepared for: 13039.023 19 Al ?� sidewalk The Art District, LLC i � �V//s Rhoden Land Surveying, Inc. PAVERS LB6980 =80 CURR 420 E. Minnehaho Ave. Clermont, FL 34711 352-394-6255 Exhibit MAP OF DESCRIPTION PAGE 4 OF 6 DESCRIPTION PARCEL 3: BEGIN AT THE SOUTHEAST CORNER OF THE NORTH 60.00 FEET OF LOT 2, BLOCK 80, 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, THENCE RUN N 89'37'10" W ALONG THE SOUTH LINE OF SAID NORTH 60.00 FEET OF LOT 2, THE SOUTH LINE OF THE NORTH 60.00 FEET OF LOT 4, SAID BLOCK 80 AND THE SOUTH LINE OF THE NORTH 60.00 FEET OF LOT 6, SAID BLOCK 80 FOR A DISTANCE OF 150.00 FEET TO THE SOUTHWEST CORNER OF THE NORTH 60.00 FEET OF LOT 6, SAID BLOCK 80; THENCE RUN N 00'33'23" E ALONG THE WEST LINE OF SAID NORTH 60.00 FEET OF LOT 6 FOR A DISTANCE OF 60.00 FEET TO THE NORTHWEST CORNER OF SAID NORTH 60.00 FEET OF LOT 6; THENCE RUN N 89'15'12" W ALONG THE NORTH LINE OF LOTS 8 AND 10, SAID BLOCK 80 FOR A DISTANCE OF 99.86 FEET TO THE NORTHWEST CORNER OF SAID LOT 10; THENCE RUN N 01'04' 10" E ALONG THE WEST LINE OF LOT 9, SAID BLOCK 80 FOR A DISTANCE OF 0.80 FEET; THENCE RUN S 89'22'47" E FOR A DISTANCE OF 98.67 FEET; THENCE RUN N 00'00'00" W FOR A DISTANCE OF 1.86 FEET; THENCE RUN S 89'16'23" E FOR A DISTANCE OF 151.05 FEET TO THE WEST RIGHT OF WAY LINE OF SEVENTH STREET; THENCE RUN S 00'24'46" W ALONG SAID WEST RIGHT OF WAY LINE FOR A DISTANCE OF 61.98 FEET TO THE POINT OF BEGINNING. CONTAINING 0.217 ACRES MORE OR LESS. I ' L9 I N 00'0O'00" W I 11.86 LOT 9 LOT 7 LOT 5 LOT 3 LOT 1 WEST UNE LOT 9 BLOCK 80 10' distribution easement ORB 4121. Pg 135 00 11 S 8a'22'47" E 98.87" °)a, S 89'16'23" E 151.05' \N 89' 15' 12" W 99.86' t N NORTH UNE NORTH UNE W I LOT 10 LOT 8 I PAVED PARKING LOT O N W. UNE N. GO' LOT 6 J NW CORNER NW CORNER o " N. 60' LOT 10 N. 60' OF S LOT 8 Lot 6 z SW CORNER---. N. 60 OF LOT 6 -- Digitally signed by JEFFREY P RHODEN Date: =--- 2022.02.07 07:04:15 -05'00' Scale = 1 "=40' BLOCK 80 PARCEL 3 N. 60' Lot 2 N. 60' Lot 4 N 89'37'10' W 150.00' / POINT OF BEGINNING SE CORNER NORTH 60' OF LOT 2, BLOCK 80 Prepared for: 13039.023 The Art District, LLC Rhoden Land Surveying, Inc. LB #6980 420 E. Minnehaho Ave. Clermont, FL 34711 352-394-6255 Exhibit 1 AGREEMENT THIS AGREEMENT (this "Agteeinent') is made this d6 day of March 2019 ("Effective Date'o by and between CITY OF CLERMONT, a Florida municipality, whose mailing address is 685 W. Montrose Street, Clermont, FL 34711 (hereafter referred to as "CITY"), and THE ART DISTRICT, LLC, a Florida limited liability company (hereinafter referred to as "THE ART DISTRICT') . CITY and THE ART DISTRICT may be referred to as the Parties. WITNESSETH: WHEREAS, the CITY and THE ART DISTRICT are under contract for CITY to sell and THE ART DISTRICT to purchase Lot 11, Block 80, a portion of Lot 12, Block 80 and a portion of Lot 14, Block 80, all of the Official Map of the City of Clermont, Plat Book 8, Page 17, Public Records of Lake County, Florida, hereafter referred to as the "Property"; and WHEREAS, a utility easement recorded in O.R. Book 5173, Page 422 Public Records of Lake County, Florida, and re -recorded in O.R. Book 5231, Page 966, Public Records of Lake County, Florida, granted by the CITY in favor of VP; Development Enterprises, LLC (hereinafter the "Easement") encumbers the Property; and WHEREAS, the Easement provides that the CITY may require VP Development Enterprises, LLC, its successors and assigns, (VP Development) to relocate the Easement area as may be required by the CITY; and WHEREAS, a backflow preventer for VP Development's property is located on the Property and must be relocated by VP Development onto its own property; and WHEREAS, THE ART DISTRICT has asserted a title objection to the easement and the back flower preventer located on the Property; and WHEREAS, VP Development has been unwilling to voluntarily enter into an agreement to release the Easement in exchange for a new easement from the CITY and/or THE ART DISTRICT within which to relocate the utilities, including the back flow preventer; and WHEREAS, the CrI"Y has agreed to exercise its rights under the terms of the Easement to require VP Development, at its sole expense, to relocate the potable water services consistent with one of the two alternatives attached hereto as Exhibit A, and has agreed the CITY'S obligation to do so shall survive the March 25, 2019 closing of THE ART DISTRICT'S purchase from the CITY. WHEREAS, the Parties have agreed to the terns and conditions as recited above and desire to set forth such terms and conditions herein. NOW, THEREFORE,' in consideration of the sum of Ten Dollars ($10.00), the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, CITY and THE ART DISTRICT hereby agree as follows: 1. Recitals. The foregoing recitals are true and correct in all material respects raid are hereby incorporated herein by this reference. 2. The Citv's Obligations. THE ART DISTRICT has identified and presented to the CITY two alternative routes for a PVC potable water line to the VP Development's property. The two. alternatives are attached hereto as Exhibit A. Once the alterative route has been determined during THE ART DISTRICT'S site plan process, in accordance with an approved site plan and construction plans CITY shall immediately provide VP Development written notice pursuant to the Easement that the Future Utility Easement area is clear and available for relocation of the potable water line and back flow preventer and associated facilities, and require VP Development to complete the relocation and placement of the water line and back flow preventer and associated facilities within the Future Utility Easement, at its own expense. CITY shall ensure that within 60 days of the CITY providing VP Development written notice, VP DEVELOPMENT shall complete the relocation. Also within 60 days of the CITY providing VP Development written notice pursuant to the Easement, CITY shall also secure from VP Development a properly executed amendment to the Utility Easement ("Future Utility Easement'l amending the legal description and sketch of description to reflect the alternative route. The Future Utility Easement can either be in the form of an amendment or a new form of easement. If a new form of easement, then the CITY shall secure a properly executed, original Termination and Release of Utility Easement from VP Development and deliver it to THE ART DISTRICT for recording in the public records of Lake County, Florida. Time is of the essence as to all of CITY's obligations as stated in this paragraph. CITY'S obligations shall also survive closing on March 25, 2019. CITY shall be obligated to take any and all enforcement action legally available to CITY against VP Development to accomplish the relocation of the utilities. 4. The Art District's Obligations. THE ART DISTRICT shall execute, if necessary, a utility easement consistent with one of the two alternative routes as determined through THE ART DISTRICT'S site plan process. 5. _Q000eration of the Parties. In connection with the individual parties' performance of its duties and obligations hereunder, each party covenants that it will act in good faith and will act in a cooperative and timely manner in the performance of its duties and obligations. 6. Failure to C aiy. In the event that a party shall fail to perform any or all of its obligations as stated in this Agreement, then a non -defaulting shall provide written notice of default to the defaulting party. in the event a party has received such a notice of default, such defaulting party shall be allowed a period of fifteen (15) days, from receipt of notice of said default from the non -defaulting party, within which to cure said default. If the defaulting party does not agree that it is in default or has failed to timely cure said default, then the dispute resolution procedures set forth below shall be utilized. The party alleging default and the alleged defaulting party shall meet within five (5) days from the end of the fifteen (15) day cure period and discuss and attempt to resolve the issue. Should they be unsuccessful in resolving the issues, the parties are free to pursue any legal remedies available, including specific performance of the terms of this Agreement and monetary damages, including but not limited to, permit fees, engineering costs, legal fees (including attorneys' fees on appeal) and contingent costs, together with any damages either direct or consequential, which a party may sustain on account of the failure of a party to comply with its obligations. 7. Right to Attomev's Fees. In any action at law or in equity between the parties hereto occasioned by a default hereunder, the Prevailing Party shall be entitled to collect its reasonable attorney's fees actually incurred in the action from the non - prevailing party. As used herein, the term "Prevailing Party" shall mean the party who receives substantially the relief sought. If the Prevailing Party utilizes "in-house" counsel, such party's reasonable costs, expenses and overhead for the time expended by the Prevailing Party for such in-house counsel in the aforementioned action shall be recoverable by the Prevailing Party in the same manner as other attorney's fees. Both parties hereby fully waive any right to trial by jury to the extent that any such right shall exist with respect to this Agreement, or any claim, counterclaim or other action arising in connection therewith. 8. Remedies. If and to the extent any party's obligations set forth herein are not satisfied as and when required under the terms of this Agreement, or applicable Laws, then the performing party shall have all of the remedies available under applicable law, including, but not limited to, the right to seek any and all legal, or equitable remedies in the event of such default. Any parry's pursuit of any one or more of the remedies stated above and/or available at law or in equity shall not constitute an election of remedies precluding pursuit of any other remedy provided in this Agreement or any other remedy or remedies provided for or allowed by law or in equity, separately or concurrently or in any combination, nor shall it constitute a forfeiture or waiver of amounts payable under this Agreement, or of any damages or other sums accruing to either party by reason of the other party's failure to fully and completely comply with all of the terms of this Agreement. Either party's forbearance in pursuing or exercising one or more of its remedies shall not be deemed or construed to constitute a waiver of any event of default or any remedy. No waiver by either party of any right or remedy on one occasion shall be construed as a waiver of that right or remedy on any subsequent occasion or as a waiver of any other right or remedy then or thereafter existing. No failure to pursue or exercise any of such parry's powers, rights or remedies or to insist upon strict and exact compliance by the other party with any term of this Agreement, and no custom or practice at variance with the terms of this Agreement, shall constitute a waiver of the right to demand strict and exact compliance with terms and conditions of this Agreement. 9. Notice. All notices, demands, statements, and requests (collectively "Notice l required or permitted to be given under this Agreement must be in writing and shall be deemed to have been properly given as of the date hereinafter specified: (i) on the date of personal delivery or electronic -mail transmission to the person to whom the notice is addressed or, if such person is not available, the date such notice is left at the address of the person to whom it is directed; or (ii) on the date one (1) day after the notice is postmarked by the United States Post Office, provided it is sent prepaid, registered or certified mail, return receipt requested. City of Clermont Attn: Darren Gray, City Manager 685 West Montrose Street Clermont FL 34711 Email: dRray@cl ont 1#.org WITH A REQUIRED de Beaubien Knight, Simmons, - COPY TO: Mantzaris Neal, LLP 332 North Magnolia Avenue Orlando, Florida 32801 Attn. Daniel F. Mantzaris, Esquire Phone: (407) 422-2454 Fax: (407) 992-3541 E-mail: dmantzarisQd Uawmroua.com The Art District, LLC P.O. Box 120788 Clermont, FL 34712 Attn.: 3ayson Stringfellow ennvx1Q.g:m8il.com WrrH A REQUIRED Law Office of Anita Geraci-Carver, P.A. COPY TO: 1560 Bloxam Avenue Clermont, FL 34711 Attention: Anita Oeraci-Carver, Esq. Email: anita a auclaw.net 10. Miscellaneous. (a) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties' successors and assigns. (b) Entire Agreement: Modifications. This Agreement, together with the attached exhibits (if any), embodies the entire agreement between the parties concerning the subject matter hereof. This Agreement shall not be waived or amended except by written instrument executed by all parties with the same formalities as this Agreement. (c) Annlicable Law. This Agreement shall be construed and interpreted under the laws of the State of Florida and, where applicable, the laws of the United States of America. Venue shall be in Lake County, Florida. (d) No Waivej Failure of either party to insist upon strict and exact compliance with any provisions hereof shall not constitute a waiver of the rights of such party to subsequently insist upon compliance with that provision or any other provision of this Agreement. Failure of either party to pursue or exercise any power, right or remedy on one occasion shall not constitute a waiver of the rights of such party to exercise such power, right or remedy on any subsequent occasion. No custom or practice at variance with the terms of this Agreement shall constitute a waiver by any party to this agreement of the right to demand strict and exact compliance with terms and conditions of this Agreement. (e) Rieht Cumulative. All rights, remedies, powers and privileges conferred on the parties under this Agreement shall be cumulative of and in addition to, but not restrictive of or in lieu of, those conferred by law and/or available in equity. (f) Severability, The provisions of this Agreement are intended to be independent, and in the event any clause or provision hereof should be declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason whatsoever, such illegality, unenforceability, or invalidity shall not affect the remainder of this Agreement. In lieu -of each clause or provision of this Agreement that is declared illegal, invalid or unenforceable, there shall be substituted as part of this Agreement a clause or provision as nearly identical as possible that is legal, valid and enforceable. (g) CaRtions. Titles or captions of sections contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, Iimit, extend or describe the scope of this Agreement or the intent of any provision hereof. (h) Construction of Agreement. All parties to this Agreement acknowledge that they have read, understand and have had the opportunity to be advised by legal counsel as to each and every one of the terms, conditions, and restrictions and the effect of all of the provisions of this Agreement and all parties to this Agreement agree to the enforcement of any and all these provisions and execute this Agreement with full knowledge of the same. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the provisions shall not apply the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the document. Typewritten or handwritten provisions inserted in this Agreement that are initialed by the parties shall control over all Exhibit 2 �=-� � - -- - r � � `�`�''�� .ice •`. • ... , ... •• .t `:STORM` . _ _•�- �• ' M*MOLE O �. _ I w PAVED -PARKING LOT :L -A, 13 00' PAVERS S 89'27'39wi E o`ch CL I � Z , )UTW1 13.Q0 . O o o_ -M.. y `O C3 U N ; Ground Utility L2 j N O Access panel areal JOG ON b �2 �_ q SSMH a O __ _ —:._.. : t _ SOUTH .:LINE N �.: �! J PARCEL 1 ; N L5=----------------- --- RE PAVERS. -�- 0 0 .10 distribution easement. , ORB � 4121,�pq w - z icuRe L3 N ..89'22'47" W8>:: N 89-&39= _ W :> N . 89' 15' 12" 13.00 . EASEMENT o; j j z`o °�° -LINE SOUTH EDGE' NORTH •: N a RETAINING WALL ;. LOT 12 400 Exhibit 1-A This instrument prepared by and return to: Tyler S. Van Voorhees, Esquire P.O. Box 120280 Clermont, FL 34712-0280 Property Appraiser's ID: 242225010008001200 Grantee: VP Development Enterprises, LLC Space Above This Line for Recording Data 1. IDENTIFICATION OF GRANTOR The Art District, LLC Post Office Box 120788 Clermont, FL 34711 2. IDENTIFICATION OF GRANTEE VP Development Enterprises, LLC 752 W. Montrose Street Clermont, FL 34711 3. MEANINGS OFTERMS The terms "l," "me," or "you" shall be non -gender specific ((i) masculine, (ii) feminine, or (iii) neuter, such as corporations, partnerships or trusts), singular or plural, as the context permits or requires, and include heirs, personal representatives, successors or assigns where applicable and permitted. 4. ; DESCRIPTION OF GRANTEE PROPERTY Real Property owned by VP Development Enterprises, LLC is described on attached Exhibit A as Lot 12. This Real Property is herein referred to as "VP Development Property." 5. DESCRIPTION OF GRANTOR PROPERTY Real Property owned by The Art District, LLC is described on attached Exhibit A as Lot 11. This Real Property is herein referred to as "Art District Property." A QV VP Development I The Art District, LLC Agreement for Easement 1 6. LOCATION OF ACCESS/WATER EASEMENT The parties herein hereby agree to the Grantee's use of a 1'- 0" wide utility easement located on southern boundary line of lot 11, and extending a maximum of 1'- 0" - beyond and parallel to lot 12 as! described in the attached Exhibit. This easement shall be used for the installation of potable water. plumbing for Grantee. The maximum depth shall not exceed 1' - 0" below finished grade. The parties agree that this easement is only for the use of potable water (and to construct, maintain, repair and replace same), and shall be reflected as such in any future surveys or development maps. The pipin� for potable water must also be encased inside a minimum 2" pink protective sleeve the entire routeithrough the easement. No part, valve or access panel of any kind associated with this line shall be above ground through the easement area. The installation must be coordinated with The Art District LLC and City of Clermont so as not to be in conflict with multiple utilities within the same area. � In further consideration of the rights granted herein and specific recognition of Grantee's benefit of using Grantor's property for a utility easement, Grantee, on behalf of itself, its heirs, transfers, assigns and subcontractors agrees, without limitation, to indemnify and hold harmless Grantor for any demands, claims, causes of action, or suits of any kind, whether actual or threatened and for any and all damages, including attorney fees, at all levels including appeal, resulting from said demands, claims, causes of action or suits and indirectly or directly related to the construction, maintenance and use of the easement area by Grantee. 7. EXPRESS CONVEYANCE OF EASEMENT Notwithstanding any previously recorded grant of easement, Grantor does hereby convey, remi#, and quit -claim to the Grantee the easement rights to that certain potable water easement more specifically indicated on the attached Exhibit A, which shall constitute an easement to run with the land, subject to the following teens: A. The existing access easement shall not be extended or expanded beyond the legal description indicated in Exhibit A. B. The Grantee, and its assigns, transferees, and successors -in -interest shall be responsible for repair and maintenance of the access easement. C. No permanent structure may be built by Grantee on the easement, nor shall any piping, valve, or other plumbing parts be exposed above ground. After installation of the water line, Grantor may ultimately install certain landscape, hardscape, or otherwise finish the surface area above the easement (the "Surface Condition"). If the Surface Condition is disturbed as a result of Grantee's use of the easement, Grantee shall restore the Surface Condition as it existed prior to the disturbance caused by Grantee's use of the easement. 8. 1 EXECUTION The said parties have signed and sealed these presents the day and year first above written. VP Development/ The Art District, LLC Agreement for Easement v Signed, sealed anddelivered in the presence of: -� - -0GCX_'- W*'ka, itness Print Name: a. -T-Cff• Address: et CA S-k 3/a )b�e Z��- ALEX STRINGFELLOW o/b/o THE ART DISTRICT, LLC �L 74-- Witness Print Name: �& M _ -- I ►3d t G� 'n Address: 17 3 U 1 Ira OM.,P - ►�t� ' S!t ' 3l G C4 L4YIL w►.4- t't— '-3, 4.7 !! STATE OF FLORIDA COUNTY OF LAKE The foregoing instrument was acknowledged before me this the I `r ► day of I xe eJ►L6A)-- 2019, by Alex Stringfellow as member of The Art Distri t, LLC. Si6i: NOTARY UBLIC — STATE OF FLORIDA Personalty Known X ; OR Produced Identification Type;of Identification Produced: "� Notary Public state or Fbdde A1prN A. Torri My Commission GG 105373 +,;M1d E xoireso8roano2l l.rw.nr„ VP Development / The Art District, LLC Agreement for Easement �11 3 Signed, sealed anddelivered in tliepresence of: Q ff 4 CXA) itnass Print Name: Address: r75-D. W • n'icolyb,�6- S+-. CAe'—/VtWq-t , 'ft 6K7f.c STATE OF FLORIDA 2P RICK BIANC o/b/o V r 2ENTERPRISES, LLC Witness Print Name: J& k 0-AAj Address: 0 3U 1 (2A01w••r- 14(• t,4-�1vhnjda T C— 03V-7It COUNTY OF LAKE The foregoing instrument was acknowledged before me this thel day of DeceMb0j ,2619 2019,by Patrick Bianchi as member of VP Development/Enterprises, LLC. r S t ��- NOTARYIPUBLIC—STATE OF FLORIDA Personally Known e�o ; OR Produced Identification Type of Identification Produced: LY =C- ridaz79 As C VP Development / The Art District, LLC Agreement for Easement 4 �J SKETCH OF DESCRIPTION FOR 1 FEET EASEMENT FOR POTABLE WATER 7S2 WEST MONTROSE STREET CLERMONT, FLORIDA 34711 EXHIBIT "A" "THIS IS NOT ASURVEY" Legal Oescrip Lion: Commencing at the Southeast Comer of LCYI' - 13 LOT - 11 Bl.()CK - 80 es Lot 11, Block 80. CITY OF CLERMONT, ► ell S89'5848'f 30.00' (Al) according to the Plot thereof, as Recorded 1' 14AS q j LOT - 9 In Plot Book 8. Page(9) 17 through 24 of �� BLUE A Nib to SW58'48T (C) htt1Vll�f Y Ptrr A9B�R1E Sit) AT A JD 00' D the Public Reeojds of Lake County FtorfdqMOM P Y-0, i�49 ( ) ihenea North "58 48" West along the am SovtheAyy Bowidody of said Lot 11, Block - � - L-1-iM— 80, odistance of 3Q00 Feet to the Point NOD tiff 11, am 89 SE11i' SOlAlfflB� tls it tuaar Be aI Beginning; Thence cold So North 6 SW5848T (C) 1.00' (D) Lac 8gt1dRlror SITn Ulf 9958'48" West �alonq surd Southerly 1B 7819 LGI iL o)615 Boundary ar Lot 11. Block 80. c distance S895848T 50. 1' (W) to of 20 Feet to the Southwest Corner of Lot 11, Block 80t Thence North 00'10'14' 74 West along the Westerly Boundary of sail �8 dot i1. Block 80. a distance of 1.00 Feet. Thence South 895848" East, o distance 9f 20LOO Feel; Thence South 00'14'10" East, a distance of 1.00 Feet to the Point � w 2f Beginning, sord POW being on the Southerly Boundary of Lot 1t. Stock 80 RI.iMAINi)ER () $$ as :,ontoining 20.00 Square Feet, equivalent I.C)'1' - 12 I do -� to Q0004 Acrai, more or teas 'w . P()R rI()N ()F Z�R Iil .()CK -1G1 I c o LO.1 12 0.0 0 L-1 L-3 L-5 � N BL(x K- 8U 5i N89'S8'VV MM' N00'10'14V 1,00' S00'10141 1.00' 1.UT - 14 ^ j, L0'I' - 10 L-2 L-4 BI.L ti - l30 T'4$(01 o o BLO rK - R NW58'48V 20.00' SW58'48T 20.00' I !OW 4 COR. FAILS - � UNDER ftAI.W X►S' Surveyors Nptes: Z �A MUM RIMM Oka SIR Ra a7 1. Thls In not a Survey 2 Bearings shown harean are bosed an the NOR1TiMY BOUNDARY a $; 0dlMER(41C LiNE OF LOT 12. BLOCK 8D, being S89'M49T (ASMAWED). to to b 4BOW E C I a a 15 19 1752 Legend: N (b c g L - Line FND AM NO 17 P EtfCnBC P.OA - Point of &0"ktg 0.88 swat P.QC. - Point of CarnmeaehyNk P - P,at w sEr y,' LR.C. ooladatee sE 7615 �0.4--['7: ► � u - Measwad JO.00' 0 L5 LIM" wee d 30.f5') B 7615RL l� C Curve SCALE I Cam Conaste 0 - Deed North Piet l if SbElAfex ' oo yE►Ej1S ►.RC. - iron Rod d: Cam..._. fND - round RANrM Eff Or PAWI N O.R.9. - Olifala Rem* Book A/C . Ab candrttanar eras,' M0N''R0SI STIIRI MT58-48-W (C) .1D.45' (0) ASPHALT PAVEUENr 60' RIW (PFR Poor) N8M-48V 30.45' (At) Sisnotur" and robed east LAND SURVEYING AND MAPPING CORP. UCENSE BUSINESS 17615 *8O1M1DARY * Ti7POWAPNY *CONSTRUCRON 2►PPOR7 *►ecaat itP►+r *cps sww"sA,'�-rLebron Certified by: GAI Mango 1z ems Ouse Roul Negran Number LS 6934 Lk=nza Nwnbar LS Soso Flmrdo Prokadond Sumayer and Hopper warpamomm"vmumaoaoea 'Nei valid without Um drudure end mind Sot or a Florfde 2236 Winter Woods Blvd Suite 1WO Winter Pat t Rorido 32792 Rematered Proftede one MaPnar Phone (407) 781-9329 Fox (407) 517-4393 Job rannbw mg-Inz 01° Dote: November nZ 2= Webslfe WWW.LEBRONGROUP.COM Re�ewea � �"� sheet Emoi/ Info&ebrongroup. com aide eX a 1 OF 1 Exhibit D MAP OF DESCRIPTION DESCRIPTION PARCEL 4: THE EAST 13.00 FEET OF THE SOUTH 30.00 FEET OF LOT 13, BLOCK 80, OFFlCIAL 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. CONTAINING 0.009 ACRES MORE OR LESS. Lot 13 PAGE 5OF6 Lot 9 NORTH 100' OF LOT 11 uGHT STORM INLET curb POLE CONCRETE PAD ` ° Block 8o S 89'22' 15" E 1 STORM MANHOLE r o PARCEL 4 EAST 13.00' S W27'39"i E -q PAVERS OF SOUTH \I 13.00' I 30.00' OF S °` X {� ? LOT 13 N d ' y " BLOCK 80 N I .�� i� MH � f, rn a O PAVERS g o J =e' c Z N 89*27*390 W 13.00' 11 Lot 14 --Digitally signed by JEFFREY P -RHODEN Date: 2022.02.07 07:06:03 -05'00' 50.72' a aklewalk L5 URB L3 Lot 12 Block 80 L7 PAVED PARKING LOT 1 I Lot 10 I I 1 I I I I I l r Scale = 1 "=20' Prepared for. 13039.023 The Art District, LLC Rhoden Land Surveying, Ino. LB #6980 420 E. Mlnnehaho Ave. Clermont, FL 34711 352-394-6255 Exhibit E MAP OF DESCRIPTION PAGE 6 OF 6 DESCRIPTION EASEMENT: BEGIN AT THE NORTHEAST CORNER OF THE WEST 20.00 FEET OF LOT 12, BLOCK 80, 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, THENCE RUN N 00'27'22" E FOR A DISTANCE OF 1.84 FEET; THENCE RUN S 89'22'47" E FOR A DISTANCE OF 5.00 FEET; THENCE RUN S 00'27'22" W FOR A DISTANCE OF 1.83 FEET TO THE NORTH LINE OF SAID LOT 12; THENCE RUN N 89'27'39" W ALONG SAID NORTH LINE OF LOT 12 FOR A DISTANCE OF 5.00 FEET TO THE POINT OF BEGINNING. Scale — 1 "=10' I \ I PAVERS ri O l U I I I Ssidewalk J � x LOT 13 =O a a LOT 11 l I f NORTH SIDE PAVES RETAINING WALL 8" CURB % � LOT 9 ' o L11 a EASEMENT J J L13 �l NORTH LINE I l POINT OF LOT 12 I l BEGINNING l l NE CORNER OF l Lot 12 ( Lot 10 WEST 20' OF LOT 14 LOT 12 BLK 80 l l l Block 80 l r I WEST 20' I LOT 12 L10 N 00'27'22' E 1.84' BLOCK 80 L11 S 89'22'47" E 5.00' L12 S 00'27'22" W 1.83' L13 N 8727'39" W 5.00, Digitally signed Prepared for. 13039.023 by JEFFREY P The Art District, LLC RHODEN Date: Rhoden Land Surveying, Ino. .;: LB #6980 2022.02.07 420 E. Minnehaha Ave. 07:07:54-05'00' Clermont, FL 34711 352-394-6255 DESCRIPTION WATER LINE EASEMENT: Exhibit F A 10.00 FEET WIDE INGRESS/EGRESS EASEMENT OVER AND ACROSS THE EAST 13.00 FEET OF THE SOUTH 30.00 FEET OF LOT 13, BLOCK 80 AND LOT 11. BLOCK 80, 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. LYING 5.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCE AT THE NORTHWEST CORNER OF THE EAST 13.00 FEET OF THE SOUTH 30.00 FEET OF LOT 13, BLOCK 80, 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, THENCE RUN S 89-27'39" E ALONG THE NORTH LINE OF SAID EAST 13.00 FEET OF THE SOUTH 30.00 FEET OF LOT 13 FOR A DISTANCE OF 5.77 FEET TO THE POINT OF BEGINNING; THENCE RUN S 13'48' 10" E FOR A DISTANCE OF 9.91 FEET; THENCE RUN S 5,V55'47" E FOR A DISTANCE OF 11.82 FEET; THENCE RUN S 60'40'06" E FOR A DISTANCE OF 12.84 FEET; THENCE RUN S 49'57'45" E FOR A DISTANCE OF 3.66 FEET TO THE POINT OF TERMINATION. BEARING DISTANCE POB = POINT OF BEGINNING LINE BEAR L1 S 13IN8'10" E DISTANCE POC = POINT OF COMMENCEMENT x POT = POINT OF TERMINATION L2 S 54'55'47" E 11.82' WM = WATER MAIN L3 S 60'40'06" E 12.84' L4 S 49'57'45" E 3.66' 2" POTABLE WATER LINE L5 S 8W27'39" E 5.77' LOT 1 BLOCKI 80 Scale = 1 "=20' I I POC NW CORNER -� E. 13' OF 1 S. 30' OF IIII LOT 13 w PARCEL 4 �\ ta EAST 13.00' POB o z OF SOUTH L5 330.00' OF ° v PARKING AREA LOT 131 1, BLOCK 80 s'dewaik EAST LINE LOT 11 � h � POT THIS IS NOT A SURVEY. PARCEL 1 BUILDING 2" SERVICE CONNECTION #756 WEST MONTROSE STREET J1!tFR& 16. P4,4bDEN f SM J5322 03/01 /2022 STATE OF FLORIDA UNLESS IT BEARS THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER, THIS MAP/REPORT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT VALID. Map of Description Prepared for: 13039.024 o TRAVERSE GROUP ir tL Rhoden Land Surveying, Inc. LB #6980 420 E. Minnehaho Ave. Clermont, FL 34711 352-394-6255 MAP OF DESCRIPTION West Minneolc Avenue West Mlnncole Avenue PARKING ` \ PARKMC f FSR 1f9e11Mf sMnrA1N s 89'22'15' E 2�7.98' el0nealt 'F' + S ir15' E 51.70' 7 aGNf OF WAY t1Ne j I I I PARCEL 1 o � PARCEL 2 AC'tNXM WALL W NORM too' ' nof LOT it o Lot 9 i I = Lot 3 0 m i Lot 7 Lots = acue+elc wALL c c � , i i = li s i Block eo i POLE 51DRN Nac1 uAa l.el 13 \wNCREM PAD , ll>r1 M APA 10r,! f EAE! Ef dA4t2rtN1 Met s0 i S B9'22'15' E 50.72 , NVAeU' ; PARCEL 4 OWN PAVED PARKe2G LOT 1 Exhibit G i PARCEL t EAST 13.00' s RJTie'ic 1 OF SOUTHPAvt71s 30.00OF p 1 S LOT t3 y 8 i L7 BLOCK 60 L2 I LI ' ion ON JOG ON SOVIH Uq I SOUTH UX WlfiMf .Alt`` I � FARCiI 1 I ,� VW,A'Jlf I i i rEw wAu � , 8 8 PAVFA4j +i fMrre MennMl 4dR�1/71. t 133 M N w1 If/ iV Ain GN 8P2r3e1W [ASFIlf� i N 89'15'12" W 99.86' _ tdnAa�e ------ ,3.E0. ; EL <y SOVIN EDGE � At tee N'ORII�uNC ME Nc W41 I I.. 2.6 Wading PAVED PARKING LOT ' Lot 12 732 W. W.,— St 6 Lct 14 a«i m Lol 10 W i PARCEL 3 WEST 20• i— n N. So' 1m 12 — n Lot 6 etnot eo n N. 60' ' G+siEyT'f Lot 4 ' t s 000o ao- ; �WJI 1 ; ° � Or PAVDMff La N 13 E 5i .00 IS s eP22'a 24. . N 8P37'10' w 150.00' 1 10==IIW L7 1 B 11111 E I 5.0E ap?p �' DI9ft^ signed by JEFFREY P RHODEN Date: 2022.02,07 0637j0.05D0• PAGE 1 OF 6 Secle 1'-20' 5 • N y I Lot 1 s PAVED PARKING LOT I 1 W •.wa EHe 4N,. t!• '� m b 8 e: N. 60' m Lot 2 O N 4� a,Ne.er Pn00red ler.TM Art OiatrlcL lit Rhoda Land Survn4np7nm LB 1"M 420 E. Mlnnd,ehe Ave. C$—t. rL 34711 3M-394-e255 Exhibit 3 Access ROW Construction details • City shall construct and maintain in perpetuity a public sidewalk/access pathway north of and adjacent to the VP North Building to provide ADA compliant access to the general public as set forth in Exhibit "A". The sidewalk/access pathway shall be constructed in accordance with all applicable codes, laws and regulations and entirely within the area dedicated to the City by Art District as described in Exhibit "A". All slopes, grade changes to transition from VP's property to this sidewalk/access pathway must be accomplished within the VP Property and corridor. Finished grades in the access area deeded from Art District (and /or Nexbiz) to the City shall remain as close to existing grade as possible for access to utilities and valves, and in no case shall the City's work impact Art District's use of its property as to grade; The dedication of this sidewalk/access pathway area by Art District to the City shall be encumbered as follows: (a) no private party shall be permitted to utilize this area for purposes other than ingress/egress, i.e., a prohibition running with the land against sidewalk cafe seating or other outdoor commercial use; (b) Art Walk shall retain a perpetual easement for utilities. • Contemporaneously with the construction of the public access walkway in 2d but in no case before the closing of the Nexbiz Property Transaction, the City shall install an access panel or junction box on the public sidewalk/access pathway described above for Art District use to access utilities. The panel or junction box shall be in the general area as depicted on Exhibit `B" attached hereto and incorporated herein. • The City shall install a trench grate within the easement area as set forth in Exhibit "C"' at the property line between the VP North Building and the public sidewalk/access path to capture stormwater collected and discharged from VP's corridor walkway, which volume of discharge is limited to storm water collected from the transition slope area only as described herein, within the VP corridor. No buildings (North Building) existing or future structures on VP's property shall be discharged into the Art District's stormwater system, on or across its property. • The City shall remove and relocate the existing curbing and bamboo landscape on the north side of the VP North Building and relocate the curb and Bamboo landscaping the entire length of the new public access walkway on the north and eastern side of the new sidewalk/access pathway. Exhibit 4 CONTRACT FOR SALE AND PURCHASE THIS CONTRACT FOR SALE AND PURCHASE (the "Contract") is made and entered into on this _ day of , 2022, by and between CITY OF CLERMONT, a Florida Municipal Corporation, whose address is 685 West Montrose Street, Clermont, FL 34711 ("Buyer"), and NEXBIZ, LLC, whose address is , Clermont, FL. 34711 ("Seller") 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 Propertv. The property that is to be sold and conveyed by Seller and purchased and accepted by Buyer pursuant to this Contract shall consist of that certain property as described in the survey attached hereto and incorporated herein as Exhibit "A" together with all tenements, hereditaments, rights, privileges and easements thereunto belonging consisting of approximately .856 acres and subject to the survey provisions contained in paragraph 5 herein. 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 ONE MILLION FIVE HUNDRED SIXTY-SIX THOUSAND DOLLARS ($1,566,000.000). The Purchase Price shall be paid by Buyer to Seller in the manner and at the times following, to wit: A. Earnest Monev Deposit. Within 5 business of the Effective Date, the sum of TWENTY THOUSAND and no/100 DOLLARS ($20,000) shall be deposited by Buyer with Bowen and Schroth Attorneys 600 Jennings Ave Eustis Fl, 32726 (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 Closins. 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 14 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 pursuant to Paragraphs 4 or 5, 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 ten (10) days of the Effective Date , the Closing Agent Buyer at Buyer's expense shall deliver to Buyer and Seller 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 shall be and the issuing and Closing agent shall be Buyer shall have ten (10) 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 ten (10) 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 five (5) days from receipt of Buyer's notice of objection to title, commence a good faith effort to cure Buyer's title objections within fifteen (15) 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 2 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 may have the Property surveyed at its expense on or before the expiration of fifteen (15) 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. In the event that the Survey is not acceptable to Buyer, Buyer shall have the option of terminating this Agreement. In the event that the Survey is rejected by Buyer for any reason, this Agreement shall terminate effective immediately, without consequence to either party and any deposit shall be returned to Buyer. 6. Convevance of Pronertv. 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, encumbrances and exceptions except for the exceptions approved or deemed approved by Buyer ("Permitted Exceptions"); (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 11 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. All documents to be executed at Closing by Seller, shall be provided to Buyer no later than Five (5) days prior to the expiration of the Inspection Period. 7. Closing. A. Subject to the Title Review and Survey provisions set forth in Paragraphs 4 and 5 above, the sale and purchase transaction contemplated in this Contract shall be closed and the aforesaid closing documents delivered on or before the expiration of Seventy -Five (75) days from the earlier of the Global Settlement Agreement City Council approval(the "Closing Date"). Notwithstanding the foregoing or anything in this Agreement to the contrary, this Agreement is subject to the Global Settlement Agreement, and this Agreement shall not close unless all conditions set forth in the Global Settlement Agreement for closing have been satisfied. If any requirement of the Global Settlement Agreement is not satisfied, or Seller is made aware of any threat or challenge to the enforceability of the Global Settlement Agreement, Seller, in its sole and absolute discretion, may elect to terminate this Agreement or offer to extend the Closing Date for satisfaction of the outstanding obligations. Seller's termination due to unsatisfied conditions of the global settlement agreement is not a default, and Buyer cannot compel Seller to close. Provided however, the Earnest Money Deposit shall be immediately refunded to the Buyer. B. The Closing shall be completed by an 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. 8. Closing Costs. The Buyer agrees to pay for all closing costs, including, but not limited to, applicable 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 other than any documents necessary to satisfy or extinguish any lien or mortgage existing on the Property which shall be borne by Seller, the cost of recording the Special Warranty Deed and any endorsements requested by Buyer. Buyer and Seller shall each bear its own attorneys' fees. The Closing Agent shall provide Buyer with an estimate of the Closing Costs to be borne by Buyer during the Title Review Period. Any objection by Buyer to the Closing Costs estimate shall be considered a Title Objection, subject to the review, Title Cure measures and termination provisions set forth in Paragraph 4. 9. 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. 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. 10. 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. 4 11. Representations, Oblieations and Warranties of Seller. Except for the representations and warranties in this Paragraph 11, 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 any actual notice of any existing or threatened lawsuit by which any party claims an interest in the Property. B. 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. C. 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. D. 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 11, 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 5 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. E. 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. F. 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. 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. G. 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 or the global settlement agreement to which Buyer and Seller are parties. H. 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. I. 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. J. 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. K. For purposes of this Paragraph 11, 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. 11 L. 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 ten (10) 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. 12. Representations. Acknowlede_ments 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. 13. Seller's Option to Repurchase Pronertv. For a period of ten (10) years from the Closing Date, Seller, at its sole option, shall have the right to repurchase the Property from Buyer as set forth herein: A. The Repurchase Option shall be only effective and applicable upon the any of the following triggering events: 1) Buyer ceases to use the property for a parking lot/facility, or Buyer otherwise fails to adhere to the parking entitlements vested to Seller and The Art District, LLC; 2) Buyer constructs and maintains a parking lot/facility at a downtown location other than the Property which eliminates the need for a parking lot/facility on the Property; or 3) Buyer accepts an offer to sell the Property. B. The Repurchase Option shall, at a minimum, be subject to the following terms and conditions: 1) Purchase price shall be ONE MILLION FIVE HUNDRED SIXTY-SIX THOUSAND DOLLARS ($1,566,000). 2) Buyer shall notify Seller within 10 days of its future intent, advertising, or City Council discussions or plan to consider any of the triggering events. Trigger Notice. Upon occurrence of the above triggering events, Seller shall notify Buyer in writing within thirty (30) days of its intention to exercise the right hereunder. Seller's failure to timely notify Buyer shall act as a waiver of Seller's rights hereunder. 3) At the closing pursuant to this Repurchase Right, Seller 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. The Closing Agent for the transaction shall be selected by Seller and the Closing shall take place in Clermont, Florida or by express mail. Buyer and Seller shall each bear its own attorneys' fees C. As part of the consideration of the Repurchase Option, the Buyer expressly agrees that the Buyer shall not enter into any sales agreement or long term lease of the Property without a provision that such sales agreement or lease is subject to the Repurchase Option. To ensure that right is protected, Buyer consents to Seller recording a notice of the Repurchase Option terms, so that any sale or long term lease will be subject to the Repurchase Option. 14. Default. In the event that either party defaults under this Agreement and the Agreement fails to Close, this Agreement shall be terminated and the transaction shall be deemed failed to close for the purposes of the global settlement agreement. If the Agreement is terminated due to Buyer's default, Seller may keep the Earnest Money Deposit. If the terminatuion is due to the failure to complete the subject Global settlement Agreement or due to Seller's default, the Earnest Money Deposit shall be immediately returned to Buyer. 15. AssiQnability. The rights, obligations and duties herein are not assignable by either party, except the right of repurchase, which shall be assignable. 16. Survival of Provisions. The provisions of this Contract shall not survive the closing hereunder except as expressly provided elsewhere in this Contract. 17. 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. 18. 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 L 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 BUYER: City of Clermont 685 West Montrose Street Clermont, FL 34711 Attn.: Brian Bulthuis City Manager 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 SELLER: NexBiz, LLC 1455 W. Lakeshore Drive Clermont, FL 34711 Attn.: Jayson Stringfellow WITH A REQUIRED COPY TO: Ryan Stringfellow PO Box 40746 Nashville TN 37204 rvanna makertn.com And Zachary T. Broome, Esq. Bowen & Schroth, P.A. 600 Jennings Ave Eustis, FL 32726 zbroome@bowenschroth.com 19. 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. 20. 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. This provision is notwithstanding that the Agreement is part of a global settlement resolution involving multiple other agreements, and this Agreement shall be interpreted and enforced according to the global settlement agreement. 21. Brokeraize. 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. 22. Joinder of Escrow Aizent. , Bowen and Schroth Attorney join 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. 23. Effective Date. The "Effective Date" of this Contract shall be the date upon which this Contract is last signed by Seller and Buyer. 24. Counterparts. This Contract may be executed in counterparts by the parties hereto and each shall be considered an original, but all such counterparts shall be construed together and constitute one Contract between the parties hereto. 25. Interoretation. 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. {Remainder of Page Intentionally Left Blank} 10 11 26. 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: By: Tracy Ackroyd Howe, City Clerk BUYER: Witnesses: Name: Name Escrow Agent: Bowen and Schroth Att By: Date: City of Clermont By Mayor Tim Murry Date: NexBiz, LLC By Jayson Stringfellow, Manager Date: 12 NO c -- -, -S ��qq - 705 W Minneola — 7th Street Parking Attorneys Zachary T. Broome t Cheyenne D. Dunn Sasha O. Garcia Chuck D. Johnson Anise V. McClellan James A. Myers Kevin B. Rossi Derek A. Schroth ^ M. Taylor Tremel Of Counsel Morton D. Aulls I Lennon E. Bowen III $ H. John Feldman $ Richard W. Hennings $ Julia R. Law Del G. Potter $ City of Clermont 685 West Montrose Street Clermont, FL 34711 t Also Admitted to Practice in Alabama $ Retired ^ Florida Bar Certified Expert in Business Litigation and Local Government Law November 30, 2023 RE: Purchase of 705 West Minneola Avenue, Clermont, FL 34711 Dear City of Clermont: James A. Myers Attorney at Law jmyers@bowenschroth.com It was our pleasure working with you to close the above real estate transaction. The following documents are enclosed for your records: 1. Owner's Policy of Title Insurance; 2. Original and recorded warranty deed; and 3. Old Republic National Title Insurance Company privacy notice. A complete set of your closing documents is available for download from Qualia at your convenience. You are welcome to also contact our office in the event you need copies of any of your closing documents. Thank you again for allowing us to close your real estate transaction. Please let us know if you decide to sell this or any other property in the future as we would be honored to serve you again. As a full -service law firm, we welcome the opportunity to assist you with any future legal matters as well. Respectfully, Z James A. Myer Enclosures File No. RE-22-148 600 Jennings Avenue, Eustis, Florida 32726 1 250 S. Main Avenue, Groveland, Florida 34736 1 1300 Citizens Blvd., Ste. 403, Leesburg, FL 34748 Tel. (352) 589-1414 1 Fax (352) 589-1726 1 www.bowenschroth.com Schedule A OWNER'S POLICY Issued by Old Republic National Title Insurance Company 1408 North Westshore Blvd, Suite 900 Tampa, Florida 33607 (612) 371-1111 File No.: RE-22-148 Address Reference: 705 West Minneola Avenue, Clermont, FL 34711 Amount of Insurance: $1,566,000.00 Premium: $6,490.00 Date of Policy: August 23, 2022 at 02:19pm Policy No.: OF6-9093239 1. Name of Insured: City of Clermont 2. The estate or interest in the Land that is insured by this policy is: fee simple 3. Title is vested in: City of Clermont, a Florida municipal corporation, by virtue of a deed recorded on August 23, 2022 at 02:19pm as Instrument #2022114598 in OR Book 6013, Page 132, in the Public Records of Lake County, Florida. 4. The Land referred to in this policy is described as follows: The Land is described as set forth in Exhibit A attached hereto and made part hereof. Bowen & roth, James Myers 38807 Author gnatory ORT Form 4309 FL A Schedule A for ALTA Owners Policy of Title Insurance 6-17-06 File No.: RE-22-148 ScheduER'S�le LICY B EXCEPTIONS FROM COVERAGE Policy No.: OF6-9093239 This policy does not insure against loss to damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by the reason of 1. General or special taxes and assessments to be paid in the year 2022 and subsequent years. 2. 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. 3. 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. All matters contained on the Plat of Official Map of The City of Clermont, as recorded in Plat Book 8, Page 17, Public Records of Lake County, Florida. 5. Distribution Easement in favor of Florida Power Corporation d/bla Progress Energy Florida, Inc. recorded in O.R. Book 4121, Page 135, Public Records of Lake County, Florida. 6. Easement in favor of the City of Clermont recorded in O.R. Book 499, Page 680, Public Records of Lake County, Florida. 7. Right of First Refusal Agreement recorded in OR Book 6013, Page 149, Public Records of Lake County, Florida. 8. Reciprocal Utility Easement recorded in OR Book 6013, Page 155, Public Records of Lake County, Florida. 9. Access Easement recorded in OR Book 6013, Page 160, Public Records of Lake County, Florida. ORT Form 4309 FL B Schedule B for ALTA Owners Policy of Title Insurance 6.17-06 (American Land Title Association - Owner's Policy Adopted 6/17/2006)(With Florida Modifications) OWNER'S POLICY OF TITLE INSURANCE OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Florida corporation (the "Company") insures, as of Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (u) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce but only to the extent of the violation or enforcement referred to in that notice. (Covered Risks continued) In Witness Whereof, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, has caused this policy to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become valid when countersigned by an authorized signatory of the Company. OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY 1 A Sock Company 7C 400 Second Avenue South, Minneapolis, Minnesota 5510) (612)371-1111 By Pres,dent 7� Attest�:QQ'� Secrrtar� SERIAL OF6-9093239 FORM OF6 (rev. 12/10)(With Florida Modifications) File Number: RE-22-148 ePolicyManager 1 of 6 (Covered Risks continued) 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. FORM OF6 (rev. 12/10)(With Florida Modifications) 2 of 6 CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) the term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) with regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "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 insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. 0) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5 (a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company s liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. FORM OF6 (rev. 12/10)(With Florida Modifications) 3 of 6 5. DEFENSEAND PROSECUTION OFACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to obJ'ect for reasonable cause) to represent the Insured as to those stated causes of action. It shall not beliable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the nght to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtainingwitnesses, prosecuting or defending the nor proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall notbe disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited bylaw or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue anylitigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b) (i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. & DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, FORM OF6 (rev. 12/10)(With Florida Modifications) 4 of 6 (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITYNONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Unless prohibited by applicable law, arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association may be demanded if agreed to by both the Company and the Insured at the time of the controversy or claim. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, and service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the Insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the Land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim whether or not based on negligence shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modifyany prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. FORM OF6 (rev. 12/10)(With Florida Modifications) 5 of 6 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW, FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 400 Second Avenue South, Minneapolis, Minnesota 55401-2499, Phone: (612) 371-1111. FORM OF6 (rev. 12/10)(With Florida Modifications) *d -n O �. o 0 <D y ~ o y� CA w° �rCr nC w R � to rY 0 n n 1 l to o �p o. �D o '* O �n 6 of 6 File No.: RE-22-148 2006 ALTA Owner's Policy Exhibit A Legal Description Policy No.: OF6-9093239 BEGIN AT THE NORTHWEST CORNER OF LOT 9, BLOCK 80, 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. THENCE RUN S 89°22'15" E ALONG THE SOUTH RIGHT OF WAY LINE OF WEST MINNEOLA AVENUE FOR A DISTANCE OF 247.98 FEET TO THE NORTHEAST CORNER OF LOT 1, SAID BLOCK 80; THENCE RUN S 00°24'46" W ALONG THE WEST RIGHT OF WAY LIKE OF SEVENTH STREET FOR A DISTANCE OF 148.34 FEET; THENCE LEAVING, SAID WEST RIGHT OF WAY LINE RUN N 89°16'23" W FOR A DISTANCE OF 151.05 FEET; THENCE RUN S 00°00'00" E FOR A DISTANCE OF 1.85 FEET: THENCE RUN N 89'22'47" W FOR A DISTANCE OF 98.67 FEET TO THE SOUTHWEST CORNER OF SAID LOT 9, BLOCK 80; THENCE RUN N 01 °04'10" E FOR A DISTANCE OF 149.98 FEET TO THE POINT OF BEGINNING. ORT Form 4309 FL Exhibit A for ALTA Owners Policy of Title Insurance 6-17-06 Prepared by and return to: James A Myers, Esq. Bowen & Schroth, P.A. 600 Jennings Avenue Eustis, FL 32726 File No.: RE-22-148 Parcel Identification Number: 24-22-25-0100-080-00100 WARRANTY DEED THIS WARRANTY DEED is made this 25th day of July, 2022, BY NexBiz, LLC, a Florida limited liability company, whose address is 1455 West Lakeshore Drive, Clermont, FL 34711 ("Grantor"), TO City of Clermont, Florida, a Florida municipal corporation, whose address is 685 West Montrose Street, Clermont, FL 34711 ("Grantee"). [The terms "Grantor" and "Grantee" as used herein shall include all the parties to this instrument and their respective and collective heirs, legal representatives and assigns (if individuals), and successors and assigns (if corporations or business entities)] WITNESSETH, that Grantor, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00 USD) and other good and valuable consideration, the receipt of which is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, and conveys unto Grantee all that certain land situate in Lake County, Florida more particularly described as follows: BEGIN AT THE NORTHWEST CORNER OF LOT 9, BLOCK 80, 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. THENCE RUN S 89°22' 15" E ALONG THE SOUTH RIGHT OF WAY LINE OF WEST MINNEOLA AVENUE FOR A DISTANCE OF 247.98 FEET TO THE NORTHEAST CORNER OF LOT 1, SAID BLOCK 80; THENCE RUN S 00024'46" W ALONG THE WEST RIGHT OF WAY LIKE OF SEVENTH STREET FOR A DISTANCE OF 148.34 FEET; THENCE LEAVING, SAID WEST RIGHT OF WAY LINE RUN N 89016'23" W FOR A DISTANCE OF 151.05 FEET; THENCE RUN S 00000'00" E FOR A DISTANCE OF 1.85 FEET: THENCE RUN N 89°22'47" W FOR A DISTANCE OF 98.67 FEET TO THE SOUTHWEST CORNER OF SAID LOT 9, BLOCK 80; THENCE RUN N O1004'10" E FOR A DISTANCE OF 149.98 FEET TO THE POINT OF BEGINNING. Subject to real property taxes for 2022 and subsequent years and further subject to easements, restrictions, reservations, and mortgages of record, if any; provided, however, that this reference shall not serve to reimpose any void or lapsed easements, restrictions, reservations, or mortgages. FURTHER SUBJECT TO THAT CERTAIN RIGHT OF FIRST REFUSAL AGREEMENT EXECUTED BY GRANTOR AND GRANTEE AND RECORDED IN THE PUBLIC RECORDS OF LAKE COUNTY, FLORIDA. TO HAVE AND TO HOLD the same, together with all appurtenances, privileges, rights, interests, dower, reversions, remainders and easements thereto belonging or in anywise appertaining, in fee simple forever. Warranty Deed Page 1 of 2 Grantor hereby covenants with Grantee that Grantor (i) is lawfully seized of said land in fee simple, (ii) has good right and lawful authority to sell and convey the land described herein, (iii) hereby fully warrants the title to the land described herein and will defend the same against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, Grantor has hereunto set Grantor's hand and seal as of the day and year first above written. Signed, sealed and delivered in the/presence of Si ature - e Signa Witness 442 P ' t Name S ATE O RIDA OCFLAKE imited liability The foregoing instrume t was acknowledged before me by means of.(.4physical presence or ( ) online notarization this _2ay of July, 2022 by Jayson Stringfellow, as Manager of NexBiz, LLC, a Florida limited liability company, on behalf of said company. Signature otary blic��1 �y ✓a�s�?02s Print, a/Stamp N e of Notary / _ by Co ,q Myers n_ P sonally Known: OR Produced Identification: ,b %� ti 7eo'� ion cj-\ T e of Identif ion Produced: f-�L Warranty Deed Page 2 of 2 INSTRUMENT#: 2022114602 OR BK 6013 PG GARY J. COONEY, CLERK OF THE CIRCUIT REC FEES: $18.50 DEED DOC:$10962.00 Prepared by and return to: James A Myers, Esq. Bowen & Schroth, P.A. 600Jennings Avenue Eustis, FL 32726 File No.: RE-22-148 Parcel Identification Number: 24-22-25-0100-080-00100 147 PAGES: 2 8/23/2022 2:19:26 PM COURT & COMPTROLLER, LAKE COUNTY, FLORIDA WARRANTY DEED THIS WARRANTY DEED is made this 25th day of July, 2022, BY NexBiz, LLC, a Florida limited liability company, whose address is 1455 West Lakeshore Drive, Clermont, FL 34711 ("Grantor"), TO City of Clermont, Florida, a Florida municipal corporation, whose address is 685 West Montrose Street, Clennont, FL 34711 ("Grantee 1. [The teems "Grantor" and "Grantee" as used herein shall include all the parties to this instrument and their respective and collective heirs, legal representatives and assigns (if individuals), and successors and assigns (if corporations or business entities)] WITNESSETH, that Grantor, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00 USD) and other good and valuable consideration, the receipt of which is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, and conveys onto Grantee all that certain land situate in Lake County, Florida more particularly described as follows: BEGIN AT THE NORTHWEST CORNER OF LOT 9, BLOCK 80, 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. THENCE RUN S 89°22'15" E ALONG THE SOUTH RIGHT OF WAY LINE OF WEST MINNEOLA AVENUE FOR A DISTANCE OF 247.98 FEET TO THE NORTHEAST CORNER OF LOT 1, SAID BLOCK 80; THENCE RUN S 00024'46" W ALONG THE WEST RIGHT OF WAY LIKE OF SEVENTH STREET FOR A DISTANCE OF 148.34 FEET; THENCE LEAVING, SAID WEST RIGHT OF WAY LINE RUN N 89016'23" W FOR A DISTANCE OF 151.05 FEET; THENCE RUN S 00000'00" E FOR A DISTANCE OF 1.85 FEET: THENCE RUN N 89-22-47" W FOR A DISTANCE OF 98.67 FEET TO THE SOUTHWEST CORNER OF SAID LOT 9, BLOCK 80; THENCE RUN N O1e04'10" E FOR A DISTANCE OF 149.98 FEET TO THE POINT OF BEGINNING. Subject to real property taxes for 2022 and subsequent years and further subject to easements, restrictions, reservations, and mortgages of record, if any; provided, however, that this reference shall not serve to reimpose any void or lapsed easements, restrictions, reservations, or mortgages. FURTHER SUBJECT TO THAT CERTAIN RIGHT OF FIRST REFUSAL AGREEMENT EXECUTED BY GRANTOR AND GRANTEE AND RECORDED IN THE PUBLIC RECORDS OF LAKE COUNTY, FLORIDA. TO HAVE AND TO HOLD the same, together with all appurtenances, privileges, rights, interests, dower, reversions, remainders and casements thereto belonging or in anywise appertaining, in fee simple forever. Warranty Deed Page I of2 INSTRUMENT# 2022114602 OR BOOK 6013/PAGE 148 PAGE 2 of 2 Grantor hereby covenants with Grantee that Grantor (i) is lawfully seized of said land in fee simple, (ii) has good right and lawful authority to sell and convey the land described herein, (iii) hereby fully warrants the title to the land described herein and will defend the same against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, Grantor has hereunto set Grantor's hand and seal as of the day and year first above written. Signed, sealed and delivered in the/presence of: rib Sig ature - • tone Print Name Signa - Witness P .t Name y S ATE O CF RIDA OF LAKE iz, LLO, a Florida limited liability The foregoing instrumeyt was acknowledged before me by means of-(4physical presence or () online notarization this 3'%day of July, 2022 by Jayson Stringfellow, as Manager of NexBiz, LLC, a Florida limited liability company, on behalf of said company. Signatepelstamp otary bliqf(;4 �t Print, Na a of Notary nally Known:_ OR Produced Identification: Ad - of Identificafion Produced: Warranty Deed Page 2 of 2 yyhyry WHAT DOES OLD REPUBLIC TITLE DO WITH YOUR PERSONAL INFORMATION'? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and employment information • Mortgage rates and payments and account balances • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Old Republic Title chooses to share; and whether you can limit this sharing. For our everyday business purposes - such as to process your transactions, maintain your account(s), or respond to Yes No court orders and legal investigations, or report to credit bureaus For our marketing purposes - to offer our products and services to you No We don't share For joint marketing with other financial companies No We don't share For our affiliates' everyday business purposes - information about your transactions and experiences Yes No For our affiliates' everyday business purposes - information about your creditworthiness No We don't share For our affiliates to market to you No We don't share For non -affiliates to market to you No We don't share Go to www.oldrepublictitle.com (contact Us) 4 Who is providing this notice? Companies with an Old Republic Title name and other affiliates. Please see below for a list of affiliates. Will MTN= i How does Old Republic To protect your personal information from unauthorized access and use, we Title protect my personal use security measures that comply with federal law. These measures include information? computer safeguards and secured files and buildings. For more information, visit httpJ/www.OldRepublicTitle.com/newnational/Contact/privacy. We collect your personal information, for example, when you: • Give us your contact information or show your driver's license How does Old Republic • Show your government -issued ID or provide your mortgage Title collect my personal information information? • Make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. Federal law gives you the right to limit only: • Sharing for affiliates' everyday business purposes - information about your creditworthiness Why can't I limit all • Affiliates from using your information to market to you sharing'' • Sharing for non -affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See the "Other important information" section below for your rights under state law. Companies related by common ownership or control. They can be financial and nonfinancial companies. Affiliates • Our affiliates include companies with an Old Republic Title name, and financial companies such as Attorneys' Title Fund Services, LLC, Lex Terrae National Title Services, Inc., Mississippi Valley Title Services Company, and The Title Company of North Carolina. Companies not related by common ownership or control. They can be financial and non -financial companies. Non -affiliates • Old Republic Title does not share with non -affiliates so they can market to you A formal agreement between non-affiliated financial companies that together .Joint marketing market financial products or services to you. • Old Republic Title doesn't jointly market. Oregon residents only: We are providing you this notice under state law. We may share your personal information (described on page one) obtained from you or others with non -affiliate service providers with whom we contract, such as notaries and delivery services, in order to process your transactions. You may see what personal information we have collected about you in connection with your transaction (other than personal information related to a claim or legal proceeding). To see your information, please click on "Contact Us" at www.oldrepublictitle.com and submit your written request to the Legal Department. You may see and copy the information at our office or ask us to mail you a copy for a reasonable fee. If you think any information is wrong, you may submit a written request online to correct or delete it. We will let you know what actions we take. If you do not agree with our actions, you may send us a statement. American First American First Title & American Guaranty Attorneys' Title Fund Compass Abstract, Abstract, LLC Trust Company Title Insurance Services, LLC Inc. Company cRecording Partners Kansas City Network, LLC Genesis Abstract, LLC Management Group, LLC Lex Terrae National Lex Terrae, Ltd. Mara Escrow Title Services, Inc. Company Old Republic Branch Old Republic Old Republic Information Services, Diversified Services, Exchange Company Inc. Inc. Old Republic Title Co. Old Republic Title Old Republic Title Company of Conroe Company of Ind iana Old Republic Title Old Republic Title Old Republic Title Company of Company of Oregon Company of St. Louis Tennessee Old Republic Title, Republic Abstract & Sentry Abstract Ltd. Settlement, LLC Company Trident Land Transfer Company, LLC L.T. Service Corp. Mississippi Valley Title Services Company Lenders Inspection Company National Title Agent's Services Company Old Republic National Old Republic Title Title Insurance and Escrow of Hawaii, Company Ltd. Old Republic Title Company of Nevada Old Republic Title Information Concepts The Title Company of North Carolina Old Republic Title Company of Oklahoma Old Republic Title Insurance Agency, Inc. Title Services, LLC