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2005-18CONTRACT FOR SALE AND PURCHASE THIS CONTRACT FOR SALE AND PURCHASE (the "Contract") is made and entered into on 611 2005 (the "Effective Date"), by and between CITY OF CLERMONT, a Florida Municipal Corporation, whose address is Clermont, Florida and Edward L Augustine - whose address is g,.,n Rnu 1 ~(18R1 Y C`1 ermont, Florida 34712 _-_ ("Buyer"): WITNE5SETH: WHEREAS, the Seller is the owner of certain real property located in Lake County as described in exhibit "A" hereto; and WHEREAS, the Seller, is desirous to sell and convey said real property to Buyer and Buyer is desirous of purchasing the same from Seller; NOW THEREFORE, for and in consideration of the premises hereof, the sums of money to be paid hereunder, the mutual covenants herein contained, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do covenant, stipulate and agree as follows, to wit: • 1. Description of PropertY• The property that is to be sold and conveyed by Seller and purchased and accepted by Buyer pursuant to this Contract shall consist of the following, to wit: That certain real property situate in Lake County, Florida, more particularly described on Exhibit "A" attached hereto, together with all improvements, tenements; hereditaments, rights, privileges and easements thereunto belonging (hereinafter together referred to as the "Property"). 2. Agreement to Sell and Purchase. Seller hereby agrees to sell and convey and Buyer hereby agrees to purchase and accept the Property upon the terms and subject to the conditions set forth in this Contract. 3. Purchase Price and Method of Payment. Subject to credits, adjustments and prorations for which provisions are hereinafter made in this Contract, the total purchase price for the Property to be paid by Buyer and received and accepted by Seller (the "Purchase Price") shall be t~...,ar,,,a rt,irt~~ aisr thni~aancl clnllar^ ($ g~~ }OOO ) The Purchase Price shall be paid by Buyer to Seller as follows: a. Initial Deposit. Upon execution of this Contract by all parties, a sum equal to ten • (10) per cent of the purchase price shall be deposited by Buyer with deBeaubien, • Knight, Simmons, Mantzaris & Neal, LLP (the "Escrow Agent"), as an initial earnest money deposit hereunder ("Earnest Money Deposit"). The Earnest Money Deposit shall be non-refundable and shall be payable to Seller, unless Buyer terminates this agreement as provided in Paragraphs 6 and 7 or Seller fails to deliver title to the subject property as provided herein. b. Cash to Balance at Closing. At Closing the balance of the Purchase Price, in excess of the Earnest Money Deposit shall be paid by Buyer to Seller in United States funds by cash or by wire transfer. c. The Earnest Money Deposit shall be held by Escrow Agent in accordance with the terms hereto and the principal amount shall be credited to and considered as payment of part of the total Purchase Price for the Property at the time of and upon consummation of the Closing hereunder. This Agreement shall serve as escrow instructions and an executed copy of this Agreement shall be deposited with Escrow Agent. In the event of a termination of this Agreement or a default under this Agreement, the Earnest Money shall be delivered or disbursed by the Escrow Agent as provided in this Agreement. If - either party shall declare the other party in default under this Agreement and shall make demand (the "Demand") on Escrow Agent for possession of the Earnest Money, said party must provide the other party with a copy of such Demand made upon the Escrow Agent. Except with respect to a Demand for the Earnest Money • made by Buyer prior to the Inspection Deadline, which shall be promptly honored, Escrow Agent shall not disburse the Earnest Money in accordance with any Demand unless and until the demanding party delivers to Escrow Agent evidence (e.g., return receipt issued by U.S. Postal Service) of the other party's receipt of the Demand, and Escrow Agent has not received written objection to such Demand within five (5) business days following said party's receipt of the copy of such Demand. If any dispute or difference arises between the Buyer and Seller or if any conflicting demands shall be made upon the Escrow Agent, the Escrow Agent shall not be required to determine the same or to take any action thereon. Rather, the Escrow Agent may await settlement of the .controversy or deposit the escrow sump into the Registry of the Circuit Court of Lake County, Florida, in an interpleader action or otherwise for the purpose of having the respective rights of the parties adjudicated. Upon making such deposit or upon institution of such interpleader 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 Agreement, 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. n U revised092404 2 4. No Financing Conditions. Buyer acknowledges and agrees that this is a cash • transaction with no conditions or contingencies related to financing. 5. Title. Within fiftenn (15) days after the Effective Date, Seller at Seller's expense shall deliver to Buyer an original commitment for title insurance committing to issue an Owner's policy to Buyer as purchaser of the Property in the amount of the Purchase Price (the "Commitment"). Seller shall select the title company and issuing agent. Buyer shall have until the thirtieth (30~`) day after the Effective Date (the "Title Review Period") within which to determine whether Buyer is willing to accept title to the Property, as shown in the Commitment. In the event that Buyer shall determine that any one or more of the title exceptions set forth in the Commitment (the "Title Exceptions") or any encroachments or other adverse matters are unacceptable to Buyer, Buyer shall deliver written notice thereof to Seller on or before the expiration of the Title Review Period. If Seller fails to timely correct the Title Exceptions as provided herein, this Contract shall terminate (except as to those obligations which are specifically intended to .survive a termination of this Contract). The matters shown on the Commitment and any survey not timely objected to in Buyer's Title Notice are hereinafter referred to as the "Permitted Exceptions." After receiving Buyer's list of unacceptable title defects, Seller shall notify Buyer as to the title defects specified in Buyer's Title Notice that Seller shall not undertake to cure ("Seller's Title Notice"). Unless Buyer notifies Seller of its election to terminate this Contract based on the title defects that Seller does not intend to cure on or before five (5) business days following the date Buyer receives Seller's Title Notice, then the title defects contained in Seller's Title Notice shall become additional Permitted Exceptions. With respect to the title defects listed in Buyer's Title Notice but not contained in Seller's Title • Notice and any exceptions to title arising after the effective date of the Commitment not approved by Buyer in writing (collectively, the "Unpermitted Exceptions"), Seller shall undertake to eliminate or modify same to Buyer's satisfaction. If Seller is not able to eliminate or modify the Unpermitted Exceptions to Buyer's satisfaction prior to the end of the Inspection Period, Buyer shall deliver notice to Seller that Buyer has elected either (i) to accept title subject to the Unpermitted Exceptions, without adjustment in the Purchase Price, in which event said additional Unpermitted Exceptions shall be deemed waived for all purposes and shall become Permitted Exceptions; or (ii) to terminate this Contract. In the event that Buyer elects to terminate this Contract pursuant to the provisions of this Paragraph 5, Buyer shall be entitled to immediate refund of the Initial Earnest Money Deposit, including accrued interest, if applicable. 6. Survey. Buyer shall have the Property surveyed at its expense during the Title Review Period. Buyer's 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 acreage of the Property to no less than two (2) decimal places, and shall be certified to Buyer, Seller, Attorney's Title Insurance Company or such other title insurance company as determined by closing agent, and deBeaubien, Knight, Simmons, Mantzaris & Neal, LLP. Buyer shall deliver the Survey to Seller prior to the expiration of the Title Review Period. 7. Investigations and Inspections of Property. • 3 revised092404 • a. Buyer and its architects, engineers and other agents, at Buyer's sole expense, shall have a period of thirty (30) days following the Effective Date of this Contract (hereinafter referred to as the "Inspection Period") within which to undertake such physical inspections and other investigations of and concerning the Property as maybe necessary in order to evaluate the physical characteristics of the Property, as well as such other matters as shall be deemed by Buyer to be necessary in order for Buyer to evaluate the Property and determine the feasibility of Buyer's purchase of the same. For such purpose, Seller hereby grants to Buyer and its agents shall have the right to enter upon the Property during the Inspection Period for the purpose of undertaking such inspections and investigations. It is expressly provided, however, that Buyer and any agent or assignee of Buyer who shall enter upon the Property pursuant to such right of entry shall, as a condition to the exercise thereof, if and to the extent allowed by Florida law and without waiving the limits of sovereign immunity, be deemed to have agreed, and does hereby agree, to indemnify and save and hold Seller harmless from and against any and all loss, damage, cost, expense, liability or responsibility whatsoever (including, without limitation, reasonable attorneys' fees) which may be occasioned, directly or indirectly, by reason of the exercise of such right of entry upon the Property, and that such indemnification shall expressly survive both the termination of this Contract and the Closing. Prior to entry onto the Property, every agent or contractor of Buyer shall deliver to Seller a certificate evidencing such agents or contractors general public liability coverage in amounts of no less than $1,000,000 per occurrence and $1,000,000 in the aggregate, listing Seller as an • additional insured thereunder. In the event that Buyer terminates this Contract, Buyer shall provide Seller with copies of all documents, testing, opinions, reports, results, applications, permits and the like furnished to, or obtained by, any person or entity by any party after execution of the Contract associated with the Property. b. Seller shall provide to Buyer, at no cost to Buyer, copies of all reports and analyses that are in Seller's possession regarding the Property. Buyer acknowledges that it will return same to Seller in the event that the transaction contemplated by this Agreement does not timely close or the Agreement is terminated. 7. Unacceptability of Inspections. In the event that the results of the inspections, investigations, reviews, feasibility studies and Seller approvals to which reference is made in Paragraph 6 above are, in Buyer's sole opinion and within Buyer's sole discretion, unacceptable to Buyer for any reason whatsoever, and Buyer so notifies Seller of the fact on or before the expiration of the Inspection Period provided in Paragraph 6 hereof, then at Buyer's option and upon Buyer's request, Buyer may terminate the Contract. If the Contract is terminated by Buyer, it shall be rendered, null and void, and be of no further force and effect and all parties hereto shall thereupon be relieved and absolved of any further liabilities or obligations whatsoever to each other hereunder, except with respect to those liabilities or obligations hereunder which are expressly stated to survive the termination of this Contract, including, without limitation, Buyer's indemnity set forth in Paragraph 6 above. The failure of the Buyer to notify Seller of the • unacceptability of any such inspections, investigations, reviews and feasibility studies prior to 4 revised092404 the expiration of the Inspection Period shall constitute a waiver of Buyer's right to terminate this • Contract. 8. Conveyance of Property. At Closing, Seller shall deliver to Buyer: (i) a duly executed Special Warranty Deed in recordable form conveying fee simple title to the Property free and clear of all liens, encumbrances and exceptions except for the 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 14 hereof remain true at the time of Closing; (v) aduly-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. At Closing, Buyer shall pay to Seller the Purchase Price of the Property described above, subject to adjustments and prorations set forth herein and shall deliver to Seller: (ix) aduly-executed closing statement; (x) written affirmation that the representations and warranties set forth in Paragraph 15 remain true at the time of Closing; and (xi) other documents reasonably required by Seller or the title company in order to consummate the transaction contemplated herein. 9. Closing. The sale and purchase transaction contemplated in this Contract shall be • closed, the Purchase Price paid and the aforesaid closing documents delivered on or before the thirtieth (30th) day after the expiration of the Inspection Period. The Closing shall be completed by a closing agent or attorney as selected by Seller and shall take place at a location and at such time as shall be mutually agreed upon between Buyer and Seller. 10. ClosinE Costs. The Seller shall pay for state documentary stamps as may be required to be affixed to the Special Warranty Deed, the premium for the owner's title insurance policy to be issued pursuant to the Commitment, the cost of recording any and all other documents necessary to deliver good and clear title, and any document preparation fees. Buyer shall pay the cost of recording the Special Warranty Deed. Buyer and Seller shall each bear its own attorneys' fees. 11. Possession. Possession of the Property shall be delivered by Seller to Buyer at the time of Closing hereunder, subject to the Permitted Exceptions. 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 quasi-public 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. 12. Prorations. Ad valorem real and personal property taxes, if any, for the year of • closing shall be prorated as of the date of closing. If, however, the amount of such taxes for the 5 revised092404 year of closing cannot be ascertained, the rates, millages and assessed valuations for the previous • year, with known changes and utilizing full discounts, shall be used as an estimate, and tax prorations based on such estimate shall be readjusted by Buyer and Seller when the actual tax bills for the year of sale are received, which obligation shall expressly survive closing for a period of twelve (12) months. 13. Representations and Warranties of Seller. Except for the representations and warranties in this Paragraph 13, 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, to the best of Seller's knowledge, has not received written notice from any governmental or quasi-governmental body or agency or from any person or entity with respect to any actual or threatened taking of the Property or any portion thereof for any public or quasi-public purpose by the exercise of the right of condemnation or eminent domain, nor does Seller have any current, actual knowledge of any such actual or threatened taking. Further, Seller has not received any actual notice of any existing or threatened lawsuit by which any .party claims an interest in the Property. • b. Seller has not received any written notices from any city, county, state or other governmental authority or other person or entity of violations of any statute, law, or ordinance, or governmental rule or regulation in respect of the Property c. Seller owns the subject property fee simple title to the Property and has the full power, right and authority, and is duly authorized, to enter into this Contract, to perform each and all of the matters and acts herein provided, and to execute and deliver all documents provided hereunder. d. There is no tenant or any other occupant of the Property having any right or claim to possession or use of the Property. Possession of the Property shall be delivered to Buyer by Seller free of rights or claims of any tenants, occupants or parties in possession, except for the rights of parties pursuant to the Permitted Exceptions or as may otherwise be disclosed in the Commitment. e. To Seller's present, actual knowledge, without any investigation whatsoever, there has not been and there is not now:. (i) any presence of any Hazardous Substances (as hereinafter defined) on, over, under or around the Property in violation of applicable law; (ii) any present or past generation, recycling, use, reuse, sale, storage, handling, transport and/or disposal of any Hazardous Substances on, over, under or around the Property in violation of applicable law; (iii) any failure to comply with any applicable local, state or federal environmental laws; (iv) any • spills, releases, discharges or disposal of Hazardous Substances that have 6 revised092404 • 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 the term "Hazardous Substances" means and includes, without limitation, any toxic or hazardous substances or materials, petroleum or other pollutants and substances, whether or not naturally occurring, including, without limitation, asbestos, radon, and methane gas, generated, treated, stored or disposed of, or otherwise deposited in or located on or under the Property, and also includes, without limitation, the surface and subsurface waters of the Property, and any activity undertaken or hereafter undertaken on the Property which would cause: (i) the Property to become a hazardous waste treatment, storage or disposal facility within the meaning of, or otherwise bring the Property within the ambit of, the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. 6901 et seq., or any similar state law or local ordinance; (ii) a release or threatened release of hazardous waste from the Property within the ambit of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. 9601-9657, or any similar state law or local ordinance or any other environmental law; (iii) the discharge of pollutants or effluent into- any water source or system, or the discharge into the air of any emissions which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq., or the Clean Air Act, 42 U.S.C. 7401 et seq., or any similar state law or local . ordinance; or (iv) any substances or conditions in, on or under the Property which may support a claim or cause of action under RCRA, CERCLA or any other federal, state or local environmental statutes, regulations, ordinances or other environmental regulatory requirement, including the presence of any underground storage tanks or underground deposits located on the Property. f. Seller, to the best of Seller's knowledge, has received no written notice of any existing or pending special assessments affecting the Property which may be assessed by any governmental authority, water or sewer authority, drainage district or any other special taxing district or other entity. Specifically excepted from this representation and as expressly acknowledged by Buyer is the anticipated community development district or other assessment authority to the extent that such assessments may be applicable, if at all, to Buyer's use of the Property . g. 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 intended use of the Property. h. Seller has not entered into any other contracts, agreements or understandings, verbal contracts or agreements, oral or, written, for the sale or transfer of any • portion of the Property. 7 revised092404 • i. Seller has not made any commitments to any governmental unit or agency, utility company, authority, school board, church or other religious body, or to any other organization, group or individual relating to the Property which would impose any obligations upon Buyer to make any contributions of money or land or to install or maintain any improvements, except as maybe set forth in the Commitment. j. To Seller's present, actual knowledge, without any investigation whatsoever, the Property has not been registered or certified as "historic" by any local, state or federal governmental entity or historic commission. k. To the best of Seller's knowledge, neither the execution and delivery of this Contract, nor compliance with the terms and conditions of this Contract by Seller, nor the consummation of the sale, constitutes or will constitute a violation or breach of any agreement or other instrument to which it is a party, to which it is subject or by which it is bound. 1. For purposes of this Pazagraph the term "to Seller's knowledge" or words of similaz import shall mean the current conscious awazeness of facts or other information by the individual Council members, staff, employees and attorneys of Seller, 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 and Seller agrees that it shall not bring any action against any of the individuals named herein. The statements and representations of Seller set forth in this Contract shall be true and reaffirmed in writing at the Closing and shall survive the Closing. m. If, after the Effective Date, any event occurs or condition exists of which Seller has knowledge or about which Seller receives information which renders any of the representations contained herein untrue or misleading, Seller shall promptly notify Buyer in writing and Buyer, as Buyer's sole and exclusive remedy, shall thereafter have the option to terminate this Contract within thirty (30) calendar days of receipt of Seller's written notice. In the event of such termination, this Contract shall be deemed null and void and Buyer and Seller shall be relieved from all liabilities and responsibilities hereunder except as specifically provided otherwise herein, including, without limitation, those set forth in Paragraphs 6 and 7 above. 14. .Representations, Acknowledgments and Warranties of Buyer. Buyer represents, acknowledges and warrants to Seller that: a. Buyer has the power, right and authority, and is duly authorized, to enter into this Contract, to perform each and all of the matters and acts herein provided, and to execute and deliver all documents provided hereunder. • g revised092404 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. 15. Assignability. Buyer may not assign its interest herein without the prior written consent of the Seller, which may be withheld in Seller's sole and unrestricted discretion. Seller may, in its sole discretion, assign any and all rights and obligations hereunder. Any assignment shall be in writing and a copy of such assignment executed by both assignor and assignee shall be delivered to Buyer or Seller, as the case maybe. 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 requested, or by facsimile or telecopy transmission, with acknowledgment of receipt upon transmission (provided that if notice is sent by facsimile or telecopy transmission, it must also be sent by one of the other methods of delivery specified herein), to the party entitled or required to receive the same, as follows: TO SELLER: City of Clermont Clermont, FL Attn.: City Manager Tel: (352) Fax: (352) WITH A REQUIRED De Beaubien Knight, Simmons, Mantzaris & COPY TO: Neal, LLP 332 North Magnolia Avenue • Orlando, Florida 32801 9 revised092404 Attention: Daniel F. Mantzaris, Esquire • Phone: (407) 422-2454 Fax: (407) 992-3541 TO BUYER: Edward L. Augustine P.O. Box 120881 Clermont, F1 34712 Attn. Phone: 352-394-4102 Fax: 352-394-4716 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. 21. Brokerage. Seller and Buyer acknowledges that no broker or finder has been employed by either party, therefore, Seller and Buyer warrant to each other that no commissions are payable or due to any other broker or finder in connection with this Contract or the transaction contemplated herein and each of Seller and Buyer agrees 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. Radon. The following notice is incorporated into this Contract pursuant to the. requirements of Florida Statutes: "Radon Gas" -Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to person who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing maybe obtained from your County Public Health Unit." • 10 revised092404 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. Interpretation. Seller and Buyer acknowledge each to the other that both they and their counsel have reviewed this Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation to this Contract or any Exhibits hereto. IN WITNESS WHEREOF, Seller and Buyer have each caused this Contract for Sale and Purchase to be executed as of dates set forth below. SELLER: 4t~~~'v04t Ql~1. y.,. 'N ti t V .y. ~ tr'` By.. ,,,. ~~ o =. ; ~ ,~} ~'racsy Ackroyd, Citry erk ~~~~ ~atd: _~~ - 1~ -O T x 6 Attest; ~. By: Name; Corporate Secretary Date: City of Clermont Florida Byt.... arold Turville, Jr., Mayor Date: to- I~l- a~©~"~ Edward L. Augus By: Title: Date: 6 / 1 / 05 11 revised092404 Exhibit A • Property Description Street Address: 1 Westgate Plaza, Clermont, FL 34711 Blocks 99 & 100, PB 8, Page 17 of the Public Records of Lake County Parcel ID No.: 24-22-25-010009900000 • •