2006-20CONTRACT FOR SALE AND PURCHASE
SOUTII PORTION OF POOL TRUST PROPERTY
•~ THIS CONTRACT FOR SALE AND PURCHASE (the "Contract") is made and entered into on
WHEREAS, the Seller is the record owner of fee simple title to certain real property
_. _ _.. situate in Lake County, Florida; and
j ~ f p ~-~--3~- , 200 (,(the "Effective Date"), by and between The CITY OF CLERMONT, a
Florida municipal corporation, tivhose address is P.O. Box 120219 Clermont, Florida 34769
("Buyer"} and xxx~txxll~€Y#~1~~~~~~~ X~~~l~~
DANIEL J. POOL, as Trustee under that certain unrecQ~~e~er' rush greement ated
January w ose a ress (l~
WITNESSETH:
WHEREAS, the Seller's property is known as the Pool Trust Property and is subject to
two separate purchase contracts between the parties, specifically, this contract for the south half
of the Pool Trust Property and a second contract executed contemporaneously herewith for the
north half of the property; and
WHEREAS, the Seller is desirous of selling and conveying 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 known as the south half of the Pool Trust
Property and situated in Lake County, Florida, generally described
in Exhibit "A" attached hereto, together with all tenements;
hereditaments, rights, privileges and easements thereunto
belonging (hereinafter together referred to as the "Property"). The
parties agree that the final description of the property will be
finalized in conjunction with the survey of the property.
2. Agreement to Sell and Purchase. Seller hereby agrees to sell and convey and Buyer hereby
agrees to purchase and kept 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 shall be T~VO MILLION T«~O
P~Itrustpurchasesouth011906
~:,_
1k."'
HUNDRED AND FIFTY TIOUSAND DOLLARS ($2,250,000.00). The purchase price shall
be paid by Buyer to Seller in the manner and at the times following, to wit:
• a. Upon execution of this Contract by all parties, the sum of TEN THOUSAND NO
ONE HUNDREDTHS DOLLARS ($10,000.00) shall be paid by Buyer to Seller as an
initial earnest money deposit hereunder ("Earnest Money Deposit").
b. The balance of the purchase price of TWO MILLION TWO HUNDRED AND
FIFTY THOUSAND DOLLARS ($2,250,000) less the amount of the eamest
money deposit as set forth in (c) below shall be paid by Buyer to Seller at closing.
c. The deposits set forth above shall be held in an interest bearing account by
----- - - ~lobu~5 ~ l~~r~/, ~~ : , as escrow agent in accordance with the terms
hereto and the principal amount plus interest 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.
d. The balance of the total purchase price or such greater or lesser amount as may be
necessary to complete the payment of the total purchase price after credits, adjustments
and prorations, shall be paid by Buyer to Seller in United States funds by cash or by wire
transfer.
4. Title. Within sixty (60) days of the Effective Date, Seller at Seller's expense shall deliver to .
Buyer an original commitment for title insurance committing to issue an Owner's policy to
Buyer as purchaser of the Property in the amount of the purchase price (the "Commitment").
• The title company shall be selected by Seller. During the Inspection Period described in
Paragraph 6 hereof, Buyer shall determine whether Buyer is willing to accept title to and acquire
the Property from Seller. In the event that Buyer shall determine that any one or more of the title
exceptions set forth in the Commitment (the "Title Exceptions") are unacceptable to Buyer in its
sole discretion, Buyer shall be entitled to terminate this Contract by delivering written notice
thereof to Seller on or before the. expiration of the Inspection Period, whereupon this Contract
shall terminate as provided in Paragraph 7 hereof. Upon termination, Buyer shall be entitled to
-immediate refund of all payments previously made by Buyer, including accrued interest, if
applicable. In the event Buyer shall not terminate this Contract as a result of the investigations
and inspections to be performed by Buyer pursuant to Paragraph 6 hereof, then and in such event
Buyer shall be deemed to have approved the Title Exceptions and to have agreed to accept title
to and acquire the Property from Seller subject to the Title Exceptions.
5. Survey. Buyer shall have the Property surveyed at its expense during the Inspection Period. If
the survey obtained by Buyer discloses any encroachments or other adverse matters, which are
unacceptable to Buyer in its sole discretion, Buyer shall be entitled to terminate this Contract by
delivering written notice thereof to Seller prior to the expiration of the Inspection Period,
whereupon this Contract shall terminate as provided in Paragraph 7 hereof. If the Contract is
terminated, Buyer shall be entitled to immediate refund of all payments previously made by
Buyer, including accrued interest, if applicable. In the event Buyer shall not terminate this
Contract during the Inspection Period, then and in such event Buyer shall be deemed to have
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agreed to accept title to and acquire the Property from Seller subject to any matters disclosed by
the survey of the Property obtained by Buyer.
•
6. Investigations and Inspections of Property.
(a) Buyer and its architects, engineers and other agents, at Buyer's sole expense, shall have a
period of one-hundred and twenty (120) 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 may be 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, including, without limitation, those matters related to
the title to the Property as provided in Paragraph 4 hereof, and those matters disclosed by any
survey of the Property obtained by Buyer as provided in Paragraph 5 hereof. For such purpose,
Seller hereby grants to Buyer and its agents or assigns full right of entry upon the Property and
any part thereof during the Inspection Period for the purpose of undertaking such inspections and
investigations. It is expressly provided, however, that Buyer and any agent or assignee of Buyer
who shall enter upon the Property pursuant to such right of entry shall, as a condition to the
exercise thereof, be deemed to have agreed, and does hereby agree, to indemnify and save and
hold Seller harmless from and against any and all loss, damage, cost, expense, liability or
responsibility whatsoever (including, without limitation, reasonable attorneys' fees) which may
be occasioned, directly or indirectly, by reason of the exercise of such right of entry upon the
Property, and that such indemnification shall expressly survive both the termination of this
Contract and the closing of the sale and purchase of the Property contemplated by this Contract.
• During the Inspection Period, Buyer may wish to secure a site plan approval and all other
approvals required to permit the development of the Property for general purposes. Seller agrees
to fully cooperate in Buyer's efforts to obtain all permits, approvals and zoning changes
necessary for such development of the Property, and upon written request of Buyer, Seller shall
execute or join with Buyer in the execution of such applications and submittals as may be
required for Buyer to obtain permits and approvals from applicable governmental authorities
with respect to Buyer's contemplated development of the Property; provided that such efforts do
not in any way diminish the value of the Property, cause Seller to incur any expense or require
Seller to do anything other than execute the documents. Seller shall execute and return to Buyer
all applications and submittals within five (5) days following receipt of such applications and
submittals together with written request by Buyer for the execution thereof, without charge by
Seller. In the event that Buyer terminates this Contract, Buyer shall provide Seller with copies of
all documents, testing, opinions, reports, results, applications, permits and the like furnished to,
or obtained by, any person or entity by any party after execution of the Contract associated with
the Property.
(b) Seller shall provide to Buyer, at no cost to Buyer, copies of all reports and analyses that
Seller may have obtained, or been provided, at any time, regarding the subject 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.
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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 Paragraphs 4, 5
and 6 above are, in Buyer's sole opinion and within Buyer's sole discretion, unacceptable to
• Buyer for any reason whatsoever, and Buyer so notifies Seller of the fact on or before the
expiration of the Inspection Period provided in Paragraph 6 hereof, then at Buyer's option and
upon. Buyer's request, Buyer may terminate the Contract and all payments or deposits, including
accrued interest, if applicable, made by Buyer shall be immediately returned to Buyer as Buyer's
sole property. 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. The failure of the Buyer to notify Seller of the unacceptability of any such
------ - inspections, investigations, reviews and feasibility studies prior to the expiration of the
Inspection Period shall constitute a waiver of Buyer's right to terminate this Contract. Except in
the event that Seller breaches any of the terms and conditions of this Agreement, if Buyer fails to
terminate the agreement as provided in this section 7, all earnest money deposits shall be
nonrefundable.
8. Conveyance of Property. At Closing, Seller shall deliver to Buyer: (i) a duly executed
General Warranty Deed in recordable form conveying fee simple title to the Property free and
clear of all liens, encumbrances and exceptions except for matters of title accepted by Buyer set
forth in the Commitment; (ii) an assignment from Seller to Buyer in a form acceptable to Buyer,
assigning all of Seller's right, title and interest in all guarantees and warranties pertaining to the
Property and any permits, licenses, plans, authorizations and approvals relating to the Property,
• (iii) an affidavit from Seller certified to Buyer and to the title company in form required by
Buyer and the title company to delete from Buyer's title insurance policy all construction liens
and possession exceptions and any other exceptions the title company will delete based on
Seller's affidavit; (iv) a certification by Seller which indicates that Seller is not a foreign person
as defined in the Internal Revenue Code; (v) written affirmation that the representations and
warranties set forth in Paragraph 13 hereof remain true at the time of closing; (vi) a
duly-executed Seller's 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 promissory notes, adjustments and prorations set forth
herein and shall deliver to Seller: (ix) aduly-executed Seller's closing statement; and (x) other
documents reasonably required by Seller or the title company in order to consummate the
transaction contemplated herein.
9. Cl_ osin~. The sale and purchase transaction contemplated in this Contract shall be closed, the
purchase price paid and the aforesaid notes and closing documents delivered on or before the
expiration of One Hundred and Fifty (150) days from the Effective date of this Agreement. 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 behveen Buyer and Seller.
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10. Closing Costs. The Seller shall pay for state documentary stamps required to be affixed to
the General Warranty Deed, the premium for the owner's and title insurance policy to be issued
pursuant to the Commitment, the cost of recording the General Warranty Deed and any and all
• other documents necessary to deliver good and clear title, and any document preparation fees.
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
ciosing hereunder. Prior to closing and the delivery of possession as aforesaid, Seller shall
remain the owner of the Property and shall bear the risk of all loss of whatever nature, except as
provided in Paragraph 6 hereof with respect to loss occasioned as a result of Buyer's inspections
and investigations of the Property. In the event that prior to Closing all or a portion of the
Property being acquired is condemned or condemnation proceedings have been instituted for any
_._.____ .. .public or 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 for the year of closing shall be
prorated as of the date of closing. If, however, the amount of such taxes 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 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. Seller represents and warrants (which
r~a!ranties shall survive the closing hereunder) to the Buyer that:
a. From and after the Effective Date, Seller shall not perform or permit any act or event
that might diminish, encumber or adversely and materially affect the condition of or
title to the Property or Buyer's rights under this Contract.
b. Seller, to the best of Seller's knowledge, has not received 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 knowledge of any such actual or threatened
taking. Further, Seiler has not received any notice of any existing or threatened
lawsuit by which any party claims an interest in the Property.
c. Seller, to the best of Seller's knowledge, is in full compliance with requirements of all
governmental authorities with respect to the Property and this Contract. Seller has
not received any notices from any city, county, state or other governmental authority
or other person or entity of violations in respect of the Property.
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d. Buyer, to the best of Seller's knowledge, without the obligation of due investigation,
has or shall have unobstructed and direct access to the Property on the date of closing
• to a dedicated public right-of--way.
e. Seller owns fee simple title to the Property and has 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 delivec all documents provided
hereunder.
f. 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.
g. To Seller's best knowledge 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; (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; (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; 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. For purposes of this
Paragraph 13, the term "Hazardous Substances" means and includes, without
• limitation, any toxic or hazardous substances or materials, petroleum or other
pollutants and substances, whether or not naturally occurring, including, without
limitation, asbestos, radon, and methane gas, generated, treated, stored or disposed of,
or otherwise deposited in or located on or under the Property, and also includes,
without limitation, the surface and subsurface waters of the Property, and any activity
undertaken or hereafter undertaken on the Property which would cause: (i) the
. P~operty to become ahazardous -waste treatment, storage or disposal facility within
th 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,
Pooltrustpurchasesouth011906 6
including the presence of any underground storage tanks or underground deposits
located on the Property.
• ~ h. Seller, to the best of Seller's knowledge, has received no notice, and has no
knowledge, 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.
i. There is no litigation, investigation or proceeding pending or to the best of Seller's
knowledge threatened or any other condition 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.
- j. Except for the contract between Seller and 'r-~.~QS-1 me~~~ ~ vos~dated
..Se ,btr L+ ,the Seller has not entered into any other contracts, agreements
or u derstandings, verbal or written, for the sale or transfer of any portion of the
- Property. Seller acknowledges that agreement referenced herein does not prohibit the
sale of the subject property to Buyer.
k. Seller has not made and has no knowledge of 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.
1. To the best of Seller's knowledge, without the obligation of due investigation, all
roads abutting the Property are dedicated public roads and the deed to be delivered to
Buyer at Closing hereunder is the only instrument necessary to convey to Buyer: (i)
full access to and right to freely use such roads; and (ii) all rights appurtenant to the
Property in such roads.
m. To the best of Seller's knowledge, without the obligation of due investigation, the
Property has not been registered or certified as "historic" by any local, state or federal
governmental entity or historic commission.
n. Seller is a trust and authorized by the laws of the State of Florida to enter into this
Agreement by and through the trustee who has executed this Agreement below which
is binding on the Seller.
o. To the best of Seller's knowledge and belief, no representation, statement or warranty
by Seller contained in this Contract or in any exhibit attached hereto contains or will
contain any untrue statements or omits or will omit a material fact necessary to make
the statement of fact therein recited not misleading.
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p. 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. The statements and representations of Seller set forth in this Contract
shall be true arid reaffirmed in writing at the Closing and shall survive the Closing.
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
shall thereafter have the option to terminate this Contract prior to closing, in which event all
payments made by Buyer to Seller shall remain the sole property of Seller, 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.
14. Conditions Precedent to Closing. Buyer's obligation to close the sale and purchase
transaction contemplated in this Contract shall be and is expressly conditioned upon all
warranties of Seller described in Paragraph 13 being true and correct at the time of closing
without any breach or breaches of the same by Seller, and upon all obligations of Seller provided
in this Contract being fully performed by Seller, having occurred or being waived by Buyer in
writing prior to or at closing.
15. Default. In the event that Buyer fails to close on the purchase of the subject property, and
subject to the survey and inspection periods set forth in Paragraphs 5 and 6, the Ernest Money
Deposit shall become the sole property of Seller. Seller's retention of the deposit shall constitute
liquidated damages and be Seller's sole remedy for any breach of this Contract by Buyer (except
to the extent that Buyer damages Seller's Property), it being agreed that (i) the deposit and any
interest earned thereon is a reasonable estimate of and bears a reasonable relationship to the
damages that would be suffered and costs incurred by Seller as a result of having withdrawn the
Property from sale and the failure of closing to occur due to a default of Buyer under this
Contract; (ii) the actual damages suffered and costs incurred by Seller as a result of such
withdrawal and failure to close due to a default of Buyer under this Contract would be extremely
difficult and impractical to determine; (iii) Buyer seeks to limit its liability under this Contract to
t'ne amount of the payments made, and to be made, and any interest earned thereon if this
Contract is terminated and the transaction contemplated by this Contract does not close due to a
default of Buyer under this Contract; and (iv) such amount shall be and constitute valid
liquidated damages. If the Seller fails to perform any of the covenants of this Contract on its part
to be performed, Buyer may at its option: (i) terminate this Contract whereupon the payments
made by Buyer to Seller shall be returned and Seller shall be released and relieved of all
obligations or liabilities under this Contract; or (ii) proceed in equity in an action for specific
performance to enforce its rights under this Contract, or if specific performance is not an
available remedy, then an action for damages and any other remedies available at law, or in
equity.
16. Assignability. Buyer may not assign its interest herein without the prior written consent of
the Seller, provided however, that such consent shall not be unreasonably withheld and Buyer
r~
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and its assignee shall be liable to Seller for any and all applicable obligations under this Contract.
Any assignment shall be in writing and a copy of such assignment executed by both assignor and
• assignee shall be delivered to Seller.
17. Litigation and Attorneys' Fees. In the event it shall be necessary for either party to this
Contract to bring suit to enforce any provision hereof or for damages on account of any breach of
this Contract or of any warranty, covenant, condition, requirement or obligation contained
herein, the prevailing party in any such litigation, including appeals, shall be entitled to recover
from the other party, in addition to any damages or other relief granted as a result of such
litigation, all costs and expenses of such litigation and a reasonable attorneys' fee as fixed by the
Court.
___.._...... 18. Survival of Provisions. The provisions of this Contract shall not survive the closing
hereunder except as expressly provided elsewhere in this Contract.
19. 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
p~ciods 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 therefor shall be extended to the next business day.
•
20. 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, to the
party entitled or required to receive the same, as follows:
J. ool as Trustee under that certain .
TO SELLER: Daniel #I~~~i~K
unrecorded Trust Agreement dated Januay 1, 1993
Phone:
Fax:
WITH A COPY TO: Julia Law
Post Office Box 57
Groveland, FL 34736
Tel: 352-429-2183
Fax:3S2-429-3035
TO BUYER: City of Clermont
P.O. Box 120219
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Pooltrustpu rchasesouth011906
Clermont, FL 34712-0219
Attn.: Wayne Saunders, City Manager
• Tel: 352/394-4081
Fax: 352/394-1452
WITH A COPY TO: De Beaubien Knight, Simmons, Mantzaris &
Neal, LLP
332 North Magnolia Avenue
Orlando, Florida 32801
Attention: Daniel F. Mantzaris, Esquire
Phone: (407) 422-2454
_. __ . Fax: (407) 992-3541
21. Governing La`y 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.
22. Inte>srated 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
i 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.
23. 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.
24. 3oinder of Escrow A>?ent. as Escrow
Agent 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 Ernest
Money Deposit funds herein.
25. 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
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Pooltrustpurchasesouth011906 10
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 may be
obtained from your County Public Health Unit."
26. Effective Date. The "Effective Date" of this Contract shall be the date upon which this
Contract is last signed by Seller and Buyer.
27. Counterparts. This Contract may be executed in counterparts by the parties hereto and each
shall be considered an original, but all such counterparts shall be construed together and
constitute one Contract between the parties hereto.
..---_ _..:. 28. Acceptance. In the event this Contract is not signed simultaneously by Buyer and Seller, it
shall be considered to be an offer by Seller to Buyer, in which event this offer shall expire at 5:00
p.m. Eastern Standard time on the date which is forty-five (45) days after the date Seller has
signed this Contract unless a counterpart of this Contract signed by Buyer is received by Seller
- prior to that time and date.
29. 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.
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Attest:
i
~~ `5 ~ ,City Clerl~ ~`~~'!
. Date: / f~ D !_
The City of Clermont
a Florida munici al corporation
By:
Mayor arold Turville, Jr.
Date: ~/ ~o?!o -D ~
Daniel~~ihll~jrxKi J. Pool, as Trustee undet that certain unrecorded
Trust Agreement dated January 1, 1993
By:
ice: acne: ~!~~ ~~~ ~_ `~,~~(
Trustee Per Trust Document of (date)
Date: L---2.(Q~pL,
Escrow Agent
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Pooltrustpurchasesouth011906 11
•
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Pooltrustpurchasesouth011906 12
Title: `
Date: ~ I -d 1,
Exhibit "A"
•
Trustee
South Portion of Daniel Pool ~~~~Property
The property shall consist of the south one half of the net developable/usable
acres of the entire property described as follows. The net developable/usable acres and
the final legal description for the property to be transferred shall be determined by a
survey or other applicable study as obtained- and paid for by Buyer.
E 1/2 OF GOV LOT 3--LESS FROM A PT 33 FT S OF CENTER LINE OF
ST RD 565-A RLJN S 910.66 FT, E 986.36 FT TO POB, S 49DEG
157IN 34SEC E 143.37 FT, S 25DEG 20MIN 19SEC E 82.74 FT, S
47DEG 46MIN 19SEC E 138.47 FT, S 1DEG 23MIN 39SEC E 131.52
FT, S 25DEG 32MIN 04SEC W 137.76 FT, S 1DEG 18MIN 56SEC W
169.01 FT, S 52DEG 28MIN E 73.24 FT, S 41DEG 18MIN 48SEC E
53.33 FT, S 47DEG 46MIN 15SEC E 73 FT TO E LINE OF GOV LOT
3, N TO NE COR OF SAID GOV LOT, W TO POB
ORB 1186 PG 1399-1406, ORB 1205 PG 2084
Alternate Key Number: 1742889
Parcel ID No.: 14-22-25-000300002400
Approximate Acres: 37 +/-
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M1tI8L J. t?OOL, as Trustee antler that prtain anrecorded True a.~
Agreement dated January i, 1993•,
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Subject to restrictions, reservations aad easements of record;.. I ~ f
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December 31, 1992
Property herein DOES ftOT constftnte tbs 1901t88Ti611D of the Qratttor
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consezve, sell, lease, enctuaber and/or otherwiae manage and
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CONTRACT FOR SALE AND PURCHASE
SOUTH PORTION OF INLAND GROVES PROPERTY ~ ~~ o
• THIS CONTRACT FOR SALE AND PURCHASE (the "Contract") is made and entered into on
o?/~~/0~ ~ , 200(Q(the "Effective Date"), by and between The CITY OF CLERMONT, a
Florida municipal corporation, whose address is P.O. Box 120219 Clermont, Florida 34769
("Buyer") and INLAND GROVES, a Florida Corporation, whose address is
("Seller"):
WITNESSETH:
WHEREAS, the Seller is the record owner of fee simple title to certain real property
situate in Lake County, Florida; and
WHEREAS, the Seller's property is known as the Inland Groves Property and is subject
to two separate purchase contracts between the parties, specifically, this contract for the south
half of the Inland Groves Property and a second contract executed contemporaneously herewith
for the north half of the property; and
WHEREAS, the Seller is desirous of selling and conveying 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 known as the south half of the Inland
Groves Property and situated in Lake County, Florida, generally
described in Exhibit "A" attached hereto, together with all
tenements; hereditaments, rights, privileges and easements
thereunto belonging (hereinafter together referred to as the
"Property"). The parties agree that the final description of the
property will be finalized in conjunction with the survey of 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 he paid by Buyer and received and accepted by Seller shall be SIX MILLION DOLLARS
C:
Inlandgrovespurchasesouth011906
($6,000,000.00). The purchase price shall be paid by Buyer to Seller in the manner and at the
times following, to wit:
• a. Upon execution of this Contract by all parties, the sum of TEN THOUSAND NO
ONE HUNDREDTHS DOLLARS ($10,000.00) shall be paid by Buyer to Seller as an
initial earnest money deposit hereunder ("Earnest Money Deposit").
b. The balance of the purchase price shall be paid by Buyer as follows:
1. At closing SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000)
less the amount of the earnest money deposit as set forth in (c) below.
2. FIVE MILLION TWO HUNDRED AND FIFTY THOUSAND DOLLARS
($5,250,000) in an unsecured promissory note delivered to the Seller at closing
and substantially in the form attached hereto and incorporated herein as Exhibit
"B". The note as a minimum shall provide that the amount due shall be payable
within Twenty-four (24) months of the date of closing or upon the Buyer.
obtaining sufficient grants from available sources to pay the balance of the note,
whichever is earlier. The note shall bear simple interest per annum until paid in
full at the rate of four (4) percent or the Applicable Federal Rate as established by
the Internal Revenue Service for the month any payment hereunder is paid,
whichever is greater. The .Buyer shall pay to Seller the accrued interest in
quarterly payments beginning on the 90~' day after the issuance of the note and in
quarterly payments due on the 90`}' day thereafter
• c. The deposits set forth above shall be held in an interest bearing account by Roberts &
Law, PA, as escrow agent in accordance with the terms hereto and the principal amount
plus interest 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.
d. The balance of the total purchase price and/or the payment on the above-referenced
promissory notes, or such greater or lesser amount as may be necessary to complete the
payment of the total purchase price after credits, adjustments and prorations, shall be paid_
by Buyer to Seller in United States funds by cash or by wire transfer.
4. Title. Within sixty (60) days of the Effective Date, Seller at Seller's expense shall deliver to
Buyer an original commitment for title insurance committing to issue an Owner's policy to
Buyer as purchaser of the Property in the amount of the purchase price (the "Commitment").
The title company shall be selected by Seller. During the Inspection Period described in
Paragraph 6 hereof, Buyer shall determine whether Buyer is willing to accept title to and acquire
the Property from Seller. In the event that Buyer shall determine that any one or more of the title
exceptions set forth in the Commitment (the "Title Exceptions"} are unacceptable to Buyer in its
sole discretion, Buyer shall be entitled to terminate this Contract by delivering written notice
thereof to Seller on or before the expiration of the Inspection Period, whereupon this Contract
shall terminate as provided in Paragraph 7 hereof. Upon termination, Buyer shall be entitled to
immediate refund of ail payments previously made by Buyer, including accrued interest, if
applicable. In the event Buyer shall not terminate this Contract as a result of the investigations
i Buyer
Inlandgrovespurchasesouth011906 2 Seller
and inspections to be performed by Buyer pursuant to Paragraph 6 hereof, then and in such event
Buyer shall be deemed to have approved the Title Exceptions and to have agreed to accept title
• to and acquire the Property from Seller subject to the Title Exceptions.
5. Surve .Buyer shall have the Property surveyed at its expense during the Inspection Period. If
the survey obtained by Buyer discloses any encroachments or other adverse matters, including
but not limited to, net usable acres of less ten one hundred (100) acres, which are unacceptable to
Buyer in its sole discretion, Buyer shall be entitled to terminate this Contract by delivering
written notice thereof to Seller prior to the expiration of the Inspection Period, whereupon this
Contract shall terminate as provided in Paragraph 7 hereof. If the Contract is terminated, Buyer
shall be entitled to immediate refund of all payments previously made by Buyer, including
accrued interest, if applicable. In the event Buyer shall not terminate this Contract during the
Inspection Period, then and in such event Buyer shall be deemed to have agreed to accept title to
and acquire the Property from Seller subject to any matters disclosed by the survey of the
Property obtained by Buyer.
6. Investigations and Inspections of Property.
(a) Buyer and its architects, engineers and other agents, at Buyer's sole expense, shall have a
period of one-hundred and twenty (120) 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 may be necessary in order
to cvaluate 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, including, without limitation, those matters related to
the title to the Property as provided in Paragraph 4 hereof, and those matters disclosed by any
survey of the Property obtained by Buyer as provided in Paragraph 5 hereof. For such purpose,
Seller hereby grants to Buyer and its agents or assigns full right of entry upon the Property and
any part thereof 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 errtry shall, as a condition to the
exercise thereof, be deemed to have agreed, and does hereby agree, to indemnify and save and
hold Seller harmless from and against any and all loss, damage, cost, expense, liability or
responsibility whatsoever (including, without limitation, reasonable attorneys' fees) which may
be occasioned, directly or indirectly, by reason of the exercise of such right of entry upon the
Property, and that such indemnification shall expressly survive both the termination of this
Contract and the closing of the sale and purchase of the Property contemplated by this Contract.
During the Inspection Period, Buyer may wish to secure a site plan approval and all other
approvals required to permit the development of the Property for general purposes. Seller agrees
to fully cooperate in Buyer's efforts to obtain all permits, approvals and zoning changes
necessary for such development of the Property, and upon written request of Buyer, Seller shall
execute or join with Buyer in the execution of such applications and submittals as may be
required for Buyer to obtain permits and approvals from applicable governmental authorities
with respect to Buyer's contemplated development of the Property; provided that such efforts do
not in any way diminish the value of the Property, cause Seller to incur any expense or require
Inlandgrovespurchasesouth011906
Seller to do anything other than execute the documents. Seller shall execute and return to Buyer
all applications and submittals within five (5) days following receipt of such applications and
• submittals together with written request by Buyer for the execution thereof, without charge by
Seller. In the event that Buyer terminates this Contract, Buyer shall provide Seller with copies of
all documents, testing, opinions, reports, results, applications, permits and the like furnished to,
or obtained by, any person or entity by any party after execution of the Contract associated with
the Property.
(b) Seller shall provide to Buyer, at no cost to Buyer, copies of all reports and analyses that
Seller may have obtained, or been provided, at any time, regarding the subject 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 Paragraphs 4, 5
and 6 above are, in Buyer's sole opinion and within Buyer's sole discretion, unacceptable to
Buyer for any reason whatsoever, and Buyer so notifies Seller of the fact on or before the
expiration of the Inspection Period provided in Paragraph 6 hereof, then at Buyer's option and
upon Buyer's request, Buyer may terminate the Contract and all payments or deposits, including
accrued interest, if applicable, made by Buyer shall be immediately returned to Buyer as Buyer's
sole property. 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. The failure of the Buyer to notify Seller of the unacceptability of any such
inspections, investigations, reviews and feasibility studies prior to the expiration of the
Inspection Period shall constitute a waiver of Buyer's right to terminate this Contract. .Except
in the event that Seller breaches any of the terms and conditions of this Agreement, if Buyer fails
to terminate the agreement as provided in this section 7, all earnest money deposits shall be
nonrefundable.
8. Conveyance of Property. At Closing, Seller shall deliver to Buyer: (i) a duly executed
General Warranty Deed in recordable form conveying fee simple title to the Property free and
clear of all liens, encumbrances and exceptions except for matters of title accepted by Buyer set
forth in the Commitment; (ii) an assignment from Seller to Buyer in a form acceptable to Buyer,
assigning all of Seller's right, title and interest in all guarantees and warranties pertaining to the
Property and any permits, licenses, plans, authorizations and approvals relating to the Property,
(iii) an affidavit from Seller certified to Buyer and to the title company in form required by
Buyer and the title company to delete from Buyer's title insurance policy all construction liens
and possession exceptions and any other exceptions the title company will delete based on
Seller's affidavit; (iv) a certification by Seller which indicates that Seller is not a foreign person
as defined in the Internal Revenue Code; (v) written affirmation that the representations and
warranties set forth in Paragraph 13 hereof remain true at the time of closing; (vi) a
duly-executed Seller's 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
•
Inlandgrovespurchasesouth011906 4
(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 promissory notes, adjustments and prorations set forth
herein and shall deliver to Seller: (ix) aduly-executed Seller's closing statement; and (x) 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 notes and closing documents delivered on or before the
expiration of One Hundred and Fifty (150) days from the Effective date of this Agreement. 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. Closing Costs. The Seller shall pay for state documentary stamps required to be affixed to
the General Warranty Deed, the premium for the owner's and title insurance policy to be issued
pursuant to the Commitment, the cost of recording the General Warranty Deed and any and all
other documents necessary to deliver good and clear title, and any document preparation fees.
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. Prior to closing and the delivery of possession as aforesaid, Seller shall
remain the owner of the Property and shall bear the risk of all loss of whatever nature, except as
provided in Paragraph 6 hereof with respect to loss occasioned as a result of Buyer's inspections
and investigations of the Property. In the event that prior to Closing all or a portion of the
• Property being acquired is condemned or condemnation proceedings have been instituted for any
public or 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 for the year of closing shall be
prorated as of the date of closing: If, however, the amount of such taxes 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 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. Seller represents and warrants (which
warranties shall survive the closing hereunder) to the Buyer that:
a. From and after the Effective Date, Seller shall not perform or permit any act or event
that might diminish, encumber or adversely and materially affect the condition of or
title to the Property or Buyer's rights under this Contract.
Inlandgrovespurchasesouth011906
b. Seller, to the best of Seller's knowledge, has not received 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 knowledge of any such actual or threatened
taking. Further, Seller has not received any notice of any existing or threatened
lawsuit by which any party claims an interest in the Property.
c. Seller, to the best of Seller's knowledge, is in full compliance with requirements of all
governmental authorities with respect to the Property and this Contract. Seller has
not received any notices from any city, county, state or other governmental authority
or other person or entity of violations in respect of the Property.
d. Buyer, to the best of Seller's knowledge, without the obligation of due investigation,
has or shall have unobstructed and direct access to the Property on the date of closing
to a dedicated public right-of--way. _
e. Seller owns fee simple title to the Property and has 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.
f. 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.
g. To Seller's best knowledge 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; (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; (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; 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. For purposes of this
Paragraph 13, the term "Hazardous Substances" means and includes, without
limitation, any toxic or hazardous substances or materials, petroleum or other
pollutants and substances, whether or not naturally occurring, including, without
limitation, asbestos, radon, and methane gas, generated, treated, stored or disposed of,
or otherwise deposited in or located on or under the Property, and also includes,
without limitation, the surface and subsurface waters of the Property, and any activity
undertaken or hereafter undertaken on the Property which would cause: (i) the
Property to become a hazardous waste treatment, storage or disposal facility within
the meaning of, or otherwise bring the Property within the ambit of, the Resource
I nlandgrovespurchasesouth011906
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.
h.. Seller, to the best of Seller's knowledge, has received no notice, and has no
knowledge, 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.
i. There is no litigation, investigation or proceeding pending or to the best of Seller's
knowledge threatened or any other condition 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.
• j. Except for the contract between Seller and ~ yQS~lrrti~- Cr-cuD ~'~Ia~elE,~ ,dated
.~p-kvr~bz~ Iv, o~r~, the Seller has not entered into any other contracts, agreements
or understandings, verbal or written, for the sale or transfer of any portion of the
Property. Seller acknowledges that agreement referenced herein does not prohibit the
sale of the subject property to Buyer.
k. Seller has not made and has no knowledge of 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.
To the best of Seller's knowledge, without the obligation of due investigation, all
roads abutting the Property are dedicated public roads and the deed to be delivered to
Buyer at Closing hereunder is the only instrument necessary to convey to Buyer: (i)
full access to and right to freely use such roads; and (ii) all rights appurtenant to the
Property in such roads. Notwithstanding anything to the contrary stated herein,
Seller has advised Buyer that Seller is currently proceeding to obtain recorded full
•
Inlandgrovespurchasesouth011906 ~
access rights to a portion of the subject property located northeasterly of the CSX
abandoned railroad right-of--way.
•
m. To the best of Seller's knowledge, without the obligation of due investigation, the
Property has not been registered or certified as "historic" by any local, state or federal
governmental entity or historic commission.
n. Seller is aduly-organized corporation under the laws of the State of Florida and has
authority to execute this Contract, and this Contract is binding on Seller.
o. To the best of Seller's knowledge and belief, no representation, statement or warranty
by Seller contained in this Contract or in any exhibit attached hereto contains or will
contain any untrue statements or omits or will omit a material fact necessary to make
the statement of fact therein recited not misleading.
p. 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. 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.
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
shall thereafter have the option to terminate this Contract prior to closing, in which event all
payments made by Buyer to Seller shall remain the sole property of Seller, 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.
14. Conditions Precedent -to Closing. Buyer's obligation to close the sale and purchase
transaction contemplated in this Contract shall be and is expressly conditioned upon all
warranties of Seller described in Paragraph 13 being true and correct at the time of closing
without any breach or breaches of the same by Seller, and upon all obligations of Seller provided
in this Contract being fully performed by Seller, having occurred or being waived by Buyer in
writing prior to or at closing.
15. Default. In the event that Buyer fails to close on the purchase of the subject property, and
subject to the survey and inspection periods set forth in Paragraphs 5 and 6, the Ernest Money
Deposit shall become the sole property of Seller. Seller's retention of the deposit shall constitute
liquidated damages and be Seller's sole remedy for any breach of this Contract by Buyer (except
to the extent that Buyer damages Seller's Property), it being agreed that (i) the deposit and any
interest earned thereon is a reasonable estimate of and bears a reasonable relationship to the
damages that would be suffered and costs incurred by Seller as a result of having withdrawn the
Prcperty from sale and the failure of closing to occur due to a default of Buyer under this
•
I nlandgroves pu rchasesouth011906
Contract; (ii) the actual damages suffered and costs incurred by Seller as a result of such
withdrawal and failure to close due to a default of Buyer under this Contract would be extremely
• difficult and impractical to determine; (iii) Buyer seeks to limit its liability under this Contract to
the amount of the payments made, and to be made, and any interest earned thereon if this
Contract is terminated and the transaction contemplated by this Contract does not close due to a
default of Buyer under this Contract; and (iv) such amount shall be and constitute valid
liquidated damages. If the Seller fails to perform any of the covenants of this Contract on its part
to be performed, Buyer may at its option: (i) terminate this Contract whereupon the payments
made by Buyer to Seller shall be returned and Seller shall be released and relieved of all
obligations or liabilities under this Contract; or (ii) proceed in equity in an action for specific
performance to enforce its rights under this Contract, or if specific performance is not an
available remedy, then an action for damages and any other remedies available at law, or in
equity.
lu. Assignability. Buyer may not assign its interest herein without the prior written consent of
the Seller, provided however, such consent shall not be unreasonably withheld and that Buyer
and its assignee shall be liable to Seller for any and all applicable obligations under this Contract.
Any assignment shall be in writing and a copy of such assignment executed by both assignor and
assignee shall be delivered to Seller.
17. Litigation and Attorneys' Fees. In the event it shall be necessary for either party to this
Contract to bring suit to enforce any provision hereof or for damages on account of any breach of
this Contract or of any warranty, covenant, condition, requirement or obligation contained
herein, the prevailing party in any such litigation, including appeals, shall be entitled to recover
• from the other party, in addition to any damages or other relief granted as a result of such
litigation, all costs and expenses of such litigation and a reasonable attorneys' fee as fixed by the
Court.
18. Survival of Provisions. The provisions of this Contract shall not survive the closing
hereunder except as expressly provided elsewhere in this Contract.
19. 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 therefor shall be extended to the next business day.
20. 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
•
Inlandgrovespurchasesouth011906 9
•
facsimile or telecopy transmission, with acknowledgment of receipt upon transmission, to the
party entitled or required to receive the same, as follows:
TO SELLER: Inland Groves
`'Io ~~, Poo ~
lOt~~ W . I.~a~~l~ort ~ r~~~
~j'~YVr,6-nom, +1_ 3~f~ 11
Phone:
Fax:
WITH A COPY TO:
Julia Law
Post Office Box 57
Groveland, FL 34736
Tel: 352-429-2183
Fax: 352-429-3035
TO BUYER: City of Clermont
P.O. Box 120219
Clermont, FL 34712-0219
Attn.: Wayne Saunders, City Manager
Tel: 352/394-4081
Fax: 352/394-1452
WITH A COPY TO: De Beaubien Knight, Simmons, Mantzaris &
Neal, LLP
332 North Magnolia Avenue
Orlando, Florida 32801
Attention: Daniel F. Mantzaris, Esquire
Phone: (407) 422-2454
Fax: {407) 992-3541
•
21. 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.
22. 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
Inlandgrovespurchasesouth011906 10
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.
23. 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.
4- ~ w~ P a , , as Escrow
24. Joinder of Escrow Agent. Ro ;-~
Agent join in the execution of thi Contract for the express purpose of agreeing and
acknowledging the terms and conditions related to the retention and disbursement of the Ernest
Money Deposit funds herein.
25. 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 may be
obtained from your County Public Health Unit."
26. Effective Date. The "Effective Date" of this Contract shall be the date upon which this
Contract is last signed by Seller and Buyer.
27: Counterparts. This Contract may be executed in counterparts by the parties hereto and each
shall be considered an original, but all such counterparts shall be construed together and
constitute one Contract between the parties hereto.
28. Acceptance. In the event this Contract is not signed simultaneously by Buyer and Seller, it
shall be considered to be an offer by Seller to Buyer, in which event this offer shall expire at 5:00
p.m. Eastern Standard time on the date which is forty-five (45) days after the date Seller has
signed this Contract unless a counterpart of this Contract signed by Buyer is received by Seller
prior to that time and date.
29. 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.
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Inlandgrovespurchasesouth011906 11
• Attest:
Y~
~t~is~ ~~ 1Cn~~/ ,City Clerk ~u ~~~
Date:
Attest:
Y
Corporate Secretary
Date: 1-' ~ ~~
•
n
U
The City of Clermont
a Florida munici al corporation
By:
Mayor arold Turville, Jr.
Date: ~ 0710 -~~
Inland Groves Corporation,
a Florida corporation
Title: .~
Date: 1r ~ L - D
-.
Escrow Agent RoJ~---~-s ` ~"~~ ~ ~
By: ~ Gzr
Title: ,P~ -
Date: oL.r 1 - d to
Inlandgrovespurchasesouth011906 12
•
Exhibit "A"
South Portion of Inland Groves Property
The property shall consist of the south one half of the net developable/usable acres of the
entire property described as follows. The net developable/usable acres and the final legal
description for the property to be transferred shall be determined by a survey or other applicable
study as obtained and paid for by Buyer.
Parcel A:
FROM A POINT 33 FT S OF CENTER LINE OF ST RD 561-A ON W LINE
OF GOV LOT 2 RUN S 910.66 FT, E 986.36 FT TO POB, S 49DEG 15
MIN 34SEC E 143.37 FT, S 25DEG 20MIN 19SEC E 82.74 FT, S
47DEG 46MIN 19SEC E 138.47 FT, S 1DEG 23MIN 39SEC E 131.52
FT, S 25DEG 32MIN 4SEC W 137.76 FT, S 1DEG 18MIN 56SEC W
169.01 FT, S 52DEG 28MIN E 73.24 FT, S 41DEG 18MON 48SEC E
53.33 FT, S 47DEG 46MIN 15SEC E 73 FT TO E LINE OF GOV LOT
3, N TO NE COR OF GOV LOT 3, W TO POB, LYING IN E 1/2 OF GOV
LOT 3
ORB 750 PG 876
•
Parcel ID#:
Alternate Key#:
Approximate Acres:
Parcel B:
14-22-25-000200001600
1781744
2 +/-
GOV LOTS 1, 2 S OF RR, GOV LOTS 4, 5, --LESS FROM
INTERSECTION OF E R/W OF ACL RR WITH MID SEC LINE RUN SE'LY
ALONG R/W 1000 FT FOR POB, E TO LAKE, RETURN TO POB, SE'LY
ALONG R/W TO S LINE GOV LOT 5, E TO LAKE, NW'LY ALONG LAKE
TO INTERSECT FIRST LINE & LESS THAT PART OF S 240 FT OF GOV
LOT 5, BOUNDED ON E BY W LINE OF CSX RR R/W, BOUNDED ON S BY
N EDGE OF WATERS OF PALATLAKAHA RIVER, BOUNDED ON W BY E'LY
SHORE OF WATERS OF LAKE HIAWATHA FOR RD R/W-
Parcel ID#:
Alternate Key#:
Approximate Acres:
Parcel C:
14-22-25-000400001500
1303206
176 +/-
FROM INTERSECTION OF E R/W OF ACL RR WITH MID SEC LINE RUN
SE'LY ALONG R/W 1000 FT FOR POB, RUN E TO LAKE, RETURN TO
POB, RUN SE'LY ALONG R/W TO S LINE GOV LOT 5, E TO LAKE,
NW'LY ALONG LAKE TO INTERSECT FIRST LINE
ORB 640 PG 924
•
Parcel ID#: 14-22-25-000400001700
Alternate Key#: 1303192
Approximate Acres: 5 +/-
Exhibit B To Inland Groves South Agreement
•
PROMISSORY NOTE
$5,250,000
200_
FOR VALUE RECEIVED, the undersigned, City of Clermont ("Maker")
promises to pay to the order of Inland Groves, (hereinafter called the "Bank" or,
together with any other holder of this note, the "Holder") or order, at its place of
business at ,Florida , or at such other place as
the Holder of this Note may designate in writing, the principal sum of Five Million Two
Hundred Fifty Thousand Dollars ($5,250,000.00), together with interest, if any, thereon
at the Interest Rate, in lawful money of the United States, which shall be legal tender in
payment of all debts and dues, public and private, at the time of said payment, said
principal and interest to be payable as set forth below.
1. INTEREST RATE AND PAYMENTS.
(a) Interest .shall accrue during the term of this Note at the rate of 4% (four
percent) per annum or the Applicable Federal Rate as established by the Internal
Revenue Service for the month any payment is made as set forth below, whichever is
• greater. There shall be no penalty or consequence to Maker for pre or early payment.
(b) Interest shall be calculated on the basis of a 360-day year, actual days
elapsed.
(c) Until such time as the not is paid in full, Maker shall make quarterly
interest payments to Holder of Fifty-Two Thousand Five Hundred Dollars ($52,500)
beginning on the first business day after the expiration of 90 days from the date of
execution of this note. and continuing each 90th day thereafter until the note is paid in
full.
2. TERM/MATURITY DATE. The term of this Note is comprised of a distinct
loan period:
(a) The loan period shall commence on the date of this Note and extend
through and including 200_, or at such time Maker has obtained
disbursement of applied for grants for the amount enabling it ~ to pay off this Note,
whichever occurs first (herein the `.`Maturity Date").
3. ATTORNEYS' FEES. All parties liable for the payment of this Note agree
to pay the Holder in addition to the principal and interest due and payable hereon,
• reasonable paralegal fees, attorneys' fees and costs, whether or not an action be brought,
for the services of counsel employed after maturity or default to collect this Note or any
principal or interest due hereunder; or to protect the security, if ,any, or enforce the
performance of any other agreement contained in this Note or in any instrument of
security executed in connection with the loan evidenced hereby, 'including, but not
limited to costs, paralegal fees and attorneys' fees and costs on. any trial, or appellate
proceedings, or in any proceedings under the United States Bankruptcy Code or in any
post judgment proceedings.
4. EVENTS OF DEFAULT. The failure of any Obligor to pay any principal,
• interest or any other sums required hereunder when due under this Note shall constitute
a default or Event of Default hereunder.
5. ACCELERATION. If a default or Event of Default shall occur hereunder and
such default.shall continue for ten (10) days then at the option of the Holder, the entire
principal sum then remaining unpaid and accrued interest shall immediately become
Page 7 of 2
Buye
Seller
such date at the highest legal. rate permitted by law, from time to time, to be charged by
• Holder, it being agree that interest not paid when due shall, at the option of the Holder,
draw interest at the rate provided for in this paragraph. Failure to exercise the above
options shall not constitute a waiver of the right to exercise the same in the event of any
subsequent default. If this Note is payable upon demand, then no terms or provisions
contained in this paragraph shall be deemed or interpreted to alter or abrogate the
demand nature of this Note or the rights of Holder under a demand instrument.
6. FLORIDA LAW. This Note is executed under seal and constitutes a contract
under the laws of the-State of Florida, and shall be enforceable in a Court of competent
jurisdiction in that State, regardless of in which State this Note is being executed.
7. HEADINGS. The headings of the paragraphs contained in this Note are for
convenience of reference only and do not form a part hereof and in no way modify,
interpret or construe the meaning of the parties hereto.
PRE-PAYMENT PENALTY: THE LOAN MAY BE PRE-PAID IN WHOLE OR IN
PART AT ANY TIME WITHOUT PENALTY.
MAKER AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT
• CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION
IS MATERIAL INDUCEMENT FOR HOLDER ENTERING INTO THIS
AGREEMENT.
~~~~(Initials)
(Initials)
Address of Maker: ~ ~~ 1~e~7~~~an~i~aS ~ ~~'
l~~PrmOn~I- FIO}'~G~A~ ~y7 ~~
CITY OF CLERMONT
ayor
Page 2 of 2
PROMISSORY NOTE
• 50,000 0 ~
2006
C rmon lorida
FOR VALUE RECEIVED, the undersigned, CITY OF CLERMONT ("Maker")
promises to pay to the order of INLAND GROVES CORPORATION ("Holder") or order,
at its place of business at 1304 Tenth Street, Post Office Box 120186, Clermont, Florida
34712, or at such other place as the Holder of this Note may designate in writing, the
principal sum of FIVE MILLION TWO HUNDRED FIFTY THOUSAND AND N0/100
DOLLARS ($5,250,000.00), together with interest, if any, thereon at the Interest Rate, in
lawful money of the United States, which shall be legal tender in payment of all debts
and dues, public and private, at the time of said payment, said principal and interest to
be payable as set forth below.
1. INTEREST RATE AND PAYMENTS.
•
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LJ
(a) Interest shall accrue during the term of this Note at the rate of 4%
(four percent) per annum or the Applicable Federal Rate as established by the internal
Revenue Service for the month any payment is made as set forth below, whichever is
greater. There shall be no penalty or consequence to Maker for pre or early payment.
days elapsed.
(b) Interest shall be calculated on the basis of a 360-day year, actual
(c) Until such time as the Note is paid in full, Maker shall make quarterly
interest payments to Holder of FIFTY-TWO THOUSAND FIVE HUNDRED AND NO/100
DOLLARS ($52,500.00) beginning on the first business day after the expiration of 90
days from the date of execution of this Note and continuing each 90`h day thereafter until
the Note is paid in full. ~ '
2. TERM/MATURITY DATE. The term of this Note is comprised of a
distinct loan period:
(a) The loan period shall commence on the date of this Note and extend
through and including July 14, 2008, or at such time Maker has obtained disbursement
of applied for grants for the amount enabling it to pay off this Note, whichever occurs first
(herein the "Maturity Date").
3. ATTORNEYS' FEES. All parties liable for the payment of this Note
agree to pay the Holder in addition to the principal and interest due and payable hereon,
reasonable paralegal fees, attorneys' fees and costs, whether or not an action be
brought, for the services of counsel employed after maturity or default to collect this Note
or any principal or interest due hereunder, or to protect the security, if any, or enforce the
performance of any other agreement contained in this Note or in any instrument of ,
security executed in connection with the loan evidenced hereby, including, but not
limited to costs, paralegal fees and attorneys' fees and costs on any trial, or appellate
proceedings, or in any proceedings under the United States Bankruptcy Code or in any
post judgment proceedings.
4. EVENTS OF DEFAULT. The failure of any Obligor to pay any
principal, interest or any other sums required hereunder when due under this Note shall
constitute a default or Event of Default hereunder.
5. ACCELERATION. If a default or Event of Default shall occur
hereunder and such default shall continue for ten (10) days then at the option of the
• Holder, the entire principal sum then remaining unpaid and accrued interest shall
immediately become due and payable without notice or demand, and said principal shall
bear interest from such date at the highest legal rate permitted by law, from time to time,
to be charged by Holder, it being agreed that interest not paid when due shall, at the
option of the Holder, draw interest at the rate provided for in this paragraph. Failure to
exercise the above options shall not constitute a waiver. of the right to exercise the same
in the event of any subsequent default. If this Note is payable upon demand, then no
terms or provisions contained in this paragraph shall be deemed or interpreted to alter or
• abrogate the demand nature of this Note or the right of Holder under a demand
instrument.
LJ
6. FLORIDA LAW. This Note is executed under seal and constitutes a
contract under the laws of the State of Florida, and shall be enforceable in a Court of
competent jurisdiction in that State, regardless of in which State this Note is being
executed.
7. HEADINGS. The headings of the paragraphs contained in this Note are
for convenience of reference only and do not form a part hereof and in no way modify,
interpret or construe the meaning of the parties hereto.
PRE-PAYMENT PENALTY: THE LOAN MAY BE PRE-PAID IN WHOLE OR IN PART
AT ANY TIME WITHOUT PENALTY.
MAKER AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO
BE EXECUTED IN CONJUNCTION HEREWITH, OR COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF EITHER PARTY. THIS PROVISION IS MATERIAL INDUCEMENT FOR
HOLDER ENTERING INTO THIS AGREEMENT.
CITY OF CLERMONT
By: ` ...~---~--~~
HAROLD TURVILLE, JR., Mayor
Attest:
TRACY A KROYD, City erk
MAKER
ADDRESS OF MAKER:
685 West Montrose Street
Clermont, Florida 34711
•
C~~G'
NORTH PORTION OFINLAND GROVES PROPERTYF I L E COP Y
•
THIS CONTRACT FOR SALE AND PURCHASE (the "Contract") is made and entered into on
°~~~I p~ ~a , 200to(the "Effective Date"), by and between The CITY OF CLERMONT, a
'Florida municipal corporation, whose address is P.O. Box 120219 Clermont, Florida 34769
("Buyer") and INLAND GROVES, a Florida Corporation, whose address is
("Seller"):
WITNESSETH:
WHEREAS, the Seller is the record owner of fee simple title to certain real property
situate in Lake County, Florida; and
WHEREAS, the Seller's property is known as the Inland Groves Property and is subject
to two separate purchase contracts between the parties, specifically, this contract for the north
half of the Inland Groves Property and a second contract executed contemporaneously herewith
for the south half of the property; and
WHEREAS, the Seller is desirous of selling and conveying 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 known as the north half of the Inland
Groves Property and situated in Lake County, Florida, generally
described in Exhibit "A" attached hereto, together with all
tenements; hereditaments, rights, privileges and easements
thereunto belonging (hereinafter together referred to as the
"Property"). The parties agree that the final description of the
property will be finalized in conjunction with the survey of the
property.
2. A>7reement 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 shall be SIX MILLION DOLLARS
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Inlandgrovespurchasenorth011906
($6,000,000.00). The purchase price shall be paid by Buyer to Seller in the manner and at the
times following, to wit:
• a. Upon execution of this Contract by all parties,. the sum of TEN THOUSAND NO
ONE HUNDREDTHS DOLLARS ($10,000.00) shall be paid by Buyer to Seller as an
initial earnest money deposit hereunder ("Earnest Money Deposit").
b. The balance of the purchase price shall be paid by Buyer as follows:
1. At closing ONE HUNDRED THOUSAND DOLLARS ($100,000) less the
amount of the earnest money deposit as set forth in (c) below.
2. FIVE MILLION NINE HUNDRED THOUSAND DOLLARS ($5,900,000) in
an unsecured promissory note delivered to the Seller at closing and substantially
in the form attached hereto and incorporated herein as Exhibit "B". The note as a
minimum shall provide that the amount due shall be payable within Thirty-six
(36) months of the date of closing or upon the Buyer obtaining sufficient grants
from available sources to pay the balance of the note, whichever is earlier. The
note shall bear simple interest per annum until paid in full at the rate of four (4)
percent or the Applicable Federal Rate as established by the Internal Revenue
Service for the month any payment hereunder is paid, whichever is greater. The
Buyer shall pay to Seller the accrued interest in quarterly payments beginning
on the 90`h day after the issuance of the note and in quarterly payments due on the
90a' day thereafter.
c. The deposits set forth above shall be held in an interest bearing account by Roberts &
Law, PA, as escrow agent in accordance with the terms hereto and the principal amount
plus interest 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.
d. The balance of the total purchase price and/or the payment on the above-referenced
promissory notes, or such greater or lesser amount as may be necessary to complete the
payment of the total purchase price after credits, adjustments and prorations, shall be paid
by Buyer to Seller in United States funds by cash or by wire transfer.
4. Title. Within sixty (60) days of the Effective Date, Seller at Seller's expense shall deliver to
Buyer an original commitment for title insurance committing to issue an Owner's policy to
Buyer as purchaser of the Property in the amount of the purchase price (the "Commitment").
The title company shaiI be selected by Seller. During the Inspection Period described in
Paragraph 6 hereof, Buyer shall determine whether Buyer is willing to accept title to and acquire
the Property from Seller. In the event that Buyer shall determine that any one or more of the title
exceptions set forth in the Commitment (the "Title Exceptions") are unacceptable to Buyer in its
sole discretion, Buyer shall be entitled to terminate this Contract by delivering written notice
thereof to Seller on or before the expiration of the Inspection Period, whereupon this Contract
shall terminate as provided in Paragraph 7 hereof. Upon termination, Buyer shall be entitled to
immediate refund of all payments previously made by Buyer, including accrued interest, if
applicable. In the event Buyer shall not terminate this Contract as a result of the investigations
• Buyer
Inlandgrovespurchasenorth011906 2 Seller
Buyer shall be deemed to have approved the Title Exceptions and to have agreed to accept title
to and acquire the Property from Seller subject to the Title Exceptions.
• 5. Surve .Buyer shall have the Property surveyed at its expense during the Inspection Period. If
the survey obtained by Buyer discloses any encroachments or other adverse matters, mcludmg
but not limited to, net usable acres of less ten one hundred (100) acres, which are unacceptable to
Buyer in its sole discretion, Buyer shall be entitled to terminate this Contract by delivering
written notice thereof to Seller prior to the expiration of the Inspection Period, whereupon this
Contract shall terminate as provided in Paragraph 7 hereof. If the Contract is terminated, Buyer
shall be entitled to immediate refund of all payments previously made by Buyer, including
accrued interest, if applicable. In the event Buyer shall not terminate this Contract during the
Inspection Period, then and in such event Buyer shall be deemed to have agreed to accept title to
and acquire the Properly from Seller subject to any matters disclosed by the survey of the
Property obtained by Buyer.
6. Investigations and Inspections of Property.
(a} Buyer and its architects, engineers and other agents, at Buyer's sole expense, shall have a
period of one-hundred and twenty (120) 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 may be 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, including, without limitation, those matters related to
the title to the Property as provided in Paragraph 4 hereof, and those matters disclosed by any
survey of the Property obtained by Buyer as provided in Paragraph 5 hereof. For such purpose,
Seller hereby grants to Buyer and its agents or assigns full right of entry upon the Property and
any part thereof during the Inspection Period for the purpose of undertaking such inspections and
investigations. It is expressly provided, however, that Buyer and any agent or assignee of Buyer
_ who shall enter upon the Property pursuant to such right of entry shall, as a condition to the
exercise thereof, be deemed to have agreed, and does hereby agree, to indemnify and save and
hold Seller harmless from and against any and all loss, damage, cost, expense, liability or
responsibility whatsoever (including, without limitation, reasonable attorneys' fees) which may
be occasioned, directly or indirectly, by reason of the exercise of such right of entry upon the
Property, and that such indemnification shall expressly survive both the termination of this
Contract and the closing of the sale and purchase of the Property contemplated by this Contract.
During the Inspection Period, Buyer may wish to secure a site plan approval and all other
approvals required to permit the development of the Property for general purposes. Seller agrees
to fully cooperate in Buyer's efforts to obtain all permits, approvals and zoning changes
necessary for such development of the Property, and upon written request of Buyer, Seller shall
execute or join with Buyer in the execution of such applications and submittals as may be
required for Buyer to obtain permits and approvals from applicable governmental authorities
with respect to Buyer's contemplated development of the Property; provided that such efforts do
not in any way diminish the value of the Property, cause Seller to incur any expense or require
Seller to do anything other than execute the documents. Seller shall execute and return to Buyer
C.
I nlandgrovespu rchasenorth011906
all applications and submittals within five (5) days following receipt of such applications and
submittals together with written request by Buyer for the execution thereof, without charge by
• Seller. In the event that Buyer terminates this Contract, Buyer shall provide Seller with copies of
all documents, testing, opinions, reports, results, applications, permits and the like furnished to,
or obtained by, any person or entity by any party after execution of the Contract associated with
the Property.
(b) Seller shall provide to Buyer, at no cost to Buyer, copies of all reports and analyses that
Seller may have obtained, or been provided, at any time, regarding the subject 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 Paragraphs 4, 5
and 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 Faragraph 6 hereof, then at Buyer's option and
upon Buyer's request, Buyer may terminate the Contract and all payments or deposits, including
accrued interest, if applicable, made by Buyer shall be immediately returned to Buyer as Buyer's
sole property. 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. The failure of the Buyer to notify Seller of the unacceptability of any such
. inspections, investigations, reviews and feasibility studies prior to the expiration of the
Inspection Period shall constitute a waiver of Buyer's right to terminate this Contract. Except in
the event that Seller breaches any of the terms and conditions of this Agreement, if Buyer fails to
terminate the agreement as provided in this section 7, all earnest money deposits shall be
nonrefundable.
8. Conveyance of Property. At Closing, Seller shall deliver to Buyer: (i) a duly executed
General Warranty Deed in recordable form conveying fee simple title to the Property free and
clear of all liens, encumbrances and exceptions except for matters of title accepted by Buyer set
forth in the Commitment; (ii) an assignment from Seller to Buyer in a form acceptable to Buyer,
assigning all of Seller's right, title and interest in all guarantees and warranties pertaining to the
Property and any permits, licenses, plans, authorizations and approvals relating to the Property,
(iii) an affidavit from Seller certified to Buyer and to the title company in form required by
Buyer and the title company to delete from Buyer's title insurance policy all construction liens
and possession exceptions and any other exceptions the title company will delete based on
Seller's affidavit; (iv) a certification by Seller which indicates that Seller is not a foreign person
as defined in the Internal Revenue Code; (v) written affirmation that the representations and
warranties set forth in Paragraph 13 hereof remain true at the time of closing; (vi) a
duly-executed Seller's 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
Inlandgrovespurchasenorth011906
the Property described above, subject to promissory notes, adjustments and prorations set forth
herein and shall deliver to Seller: (ix) aduly-executed Seller's closing statement; and (x) other
• documents reasonably required by Seller or the title company in order to consummate the
transaction contemplated herein.
9. Closin .The sale and purchase transaction contemplated in this Contract shall be closed, the
purchase price paid and the aforesaid notes and closing documents delivered on or before the
expiration of Seven Hundred and Thirty (730) days from the Closing of that certain Contract
between the parties dated , 2006 for the south portion of the Inland
Trust Property. 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. Closing Costs. The Seller shall pay for state documentary stamps required to be affixed to
the General Warranty Deed, the premium for the owner's and title insurance policy to be issued
pursuant to_the Commitment, the cost of recording the General Warranty Deed and any and all
other documents necessary to deliver good and clear title, and any document preparation fees.
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. Prior to closing and the delivery of possession as aforesaid, Seller shall
remain the owner of the Property and shall bear the risk of all loss of whatever nature, except as
provided in Paragraph 6 hereof with respect to loss occasioned as a result of Buyer's inspections
and investigations of the Property. In the event that prior to Closing all or a portion of the
• Property being acquired is condemned or condemnation proceedings have been instituted for any
public or 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 for the year of closing shall be
prorated as of the date of closing. If, however, the amount of such taxes 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 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. Seller represents and warrants (which
warranties shall survive the closing hereunder) to the Buyer that:
a. From and after the Effective Date, Seller shall not perform or permit any act or event
that might diminish, encumber or adversely and materially affect the condition of or
title to the Property or Buyer's rights under this Contract.
Inlandgrovespurchasenorth011906 5
b. Seller, to the best of Seller's knowledge, has not received 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 knowledge of any such actual or threatened
taking. Further, Seller has not received any notice of any existing or threatened
lawsuit by which any party claims an interest in the Property.
c. Seller, to the best of Seller's knowledge, is in full compliance with requirements of all
governmental authorities with respect to the Property and this Contract. Seller has
not received any notices from any city, county, state or other governmental authority
or other person or entity of violations in respect of the Property.
d. Buyer, to the best of Seller's knowledge, without the obligation of due investigation,
has or shall have unobstructed and direct access to the Property on the date of closing
to a dedicated public right-of--way.
e. Seller owns fee simple title to the Property and has 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.
f. 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.
g. To Seller's best knowledge 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; (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; (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; 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. For purposes of this
Paragraph 13, the term "Hazardous Substances" means and includes, without
limitation, any toxic or hazardous substances or materials, petroleum or other
pollutants and substances, whether or not naturally occurring, including, without
limitation, asbestos, radon, and methane gas, generated, treated, stored or disposed of,
or otherwise deposited in or located on or under the Property, and also includes,
without limitation, the surface and subsurface waters of the Property, and any activity
undertaken or hereafter undertaken on the Property which would cause: (i) the
Property to become a hazardous waste treatment, storage or disposal facility within
the meaning of, or otherwise bring the Property within the ambit of, the Resource
n
U
Inlandgrovespurchasenorth011906
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.
h. Seller, to the best of Seller's knowledge, has received no notice, and has no
knowledge, 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.
i. There is no litigation, investigation or proceeding pending or to the best of Seller's
knowledge threatened or any other condition 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.
• j. Except for the contract between Seller and ~ytS~-~rnz~ ~ro~D ~ ~or;A LLC. ,dated
y ' q~~, the Seller has not entered into any other contracts, agreements
or u derstandings, verbal or written, for the sale or transfer of any portion of the
Property. Seller acknowledges that agreement referenced herein does not prohibit
the sale of the subject property to Buyer.
k. Seller has not made and has no knowledge of 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.
1. To the best of Seller's knowledge, without the obligation of due investigation, all
roads abutting the Property are dedicated public roads and the deed to be delivered to
Buyer at Closing hereunder is the only instrument necessary to convey to Buyer: (i)
full access to and right to freely use such roads; and (ii) all rights appurtenant to the
Property in such roads. Notwithstanding anything to the contrary stated herein, Seller
has advised Buyer that Seller is currently proceeding to obtain recorded full access
rights to a portion of the subject property located northeasterly of the CSX abandoned
railroad right-of--way.
•
Inlandgrovespurchasenorth011906
m. To the best of Seller's knowledge, without the obligation of due investigation, the
• Property has not been registered or certified as "historic" by any local, state or federal
governmental entity or historic commission.
n. Seller is adult'-organized corporation under the laws of the State of Florida and has
authority to execute this Contract, and this Contract is binding on Seller.
o. To the best of Seller's knowledge and belief, no representation, statement or warranty
by Seller contained in this Contract or in any exhibit attached hereto contains or will
contain any untrue statements or omits or will omit a material fact necessary to make
the statement of fact therein recited not misleading.
p. 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. 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.
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.
shall thereafter have the option to terminate this Contract prior to closing, in which event all
. payments made by Buyer to Seller shall remain the sole property of Seller, 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.
14. Conditions Precedent to Closing. Buyer's obligation to close the sale and purchase
transaction contemplated in this Contract shall be and is expressly conditioned upon all
wa.-ranties of Seller described in Paragraph 13 being true and ..correct at the time of closing
without any breach~or breaches of the same by Seller, and upon all obligations of Seller provided
in this Contract being fully performed by Seller, having occurred or being waived by Buyer in
writing prior to or at closing.
15. Default. In the event that Buyer fails to close on the purchase of the subject property, and
subject to the survey and inspection periods set forth in Paragraphs 5 and 6, the Ernest Money
Deposit shall become the sole property of Seller. Seller's retention of the deposit shall constitute
liquidated damages and be Seller's sole remedy for any breach of this Contract by Buyer (except
to the extent that Buyer damages Seller's Property), it being agreed that (i) the deposit and any
interest earned thereon is a reasonable estimate of and bears a reasonable relationship to the
damages that would be suffered and costs incurred by Seller as a result of having withdrawn the
Property from sale and the failure of closing to occur due to a default of Buyer under this
Contract; (ii) the actual damages suffered and costs incurred by Seller as a result of such
withdrawal and failure to close due to a default of Buyer under this Contract would be extremely
difficult and impractical to determine; (iii) Buyer seeks to limit its liability under this Contract to
U
Inlandgrovespurchasenorth011906 g
tli~ amount of the payments made, and to be made, and any interest earned thereon if this
Contract is terminated and the transaction contemplated by this Contract does not close due to a
• default of Buyer under this Contract; and (iv) such amount shall be and constitute valid
liquidated damages. If the Seller fails to perform any of the covenants of this Contract on its part
to be performed, Buyer may at its option: (i) terminate this Contract whereupon the payments
made by Buyer to Seller shall be returned and Seller shall be released and relieved of all
obligations or liabilities under this Contract; or (ii) proceed in equity in an action for specific
performance to enforce its rights under this Contract, or if specific performance is not an
available remedy, then an action for damages and any other remedies available at law,. or in
equity.
16. Assignability. Buyer may not assign its interest herein without the prior written consent of
the Seller, provided however, that such consent shall not be unreasonably withheld and Buyer
and its assignee shall be liable to Seller for any and all applicable obligations under this Contract.
Any assignment shall be in writing and a copy of such assignment executed by both assignor and
assignee shall be delivered to Seller.
17. Litigation and Attorneys' Fees. In the event it shall be necessary for either party to this
Contract to bring suit to enforce any provision hereof or for damages on account of any breach of
this Contract or of any warranty, covenant, condition, requirement or obligation contained
herein, the prevailing party in any such litigation, including appeals, shall be entitled to recover
from the other party, in addition to any damages or other relief granted as a result of such
litigation, all costs and expenses of such litigation and a reasonable attorneys' fee as fixed by the
Court.
• 18. Survival of Provisions. The provisions of this Contract shall not survive the closing
hereunder except as expressly provided elsewhere in this Contract.
19. 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 therefor shall be extended to the next business day.
20. 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, to the
party entitled or required to receive the same, as follows:
TO SELLER: Inland Groves
•
Inlandgrovespurchasenorth011906 9
~4~ ~G'.hc~ 6F~Ob~P~ - A~~n ~bo(
J y~~.rl V~/. LG-ke ~I ~o Y~e - ri vR-
Phone:
Fax:
WITH A COPY TO: Julia Law
Post Office Box 57
Groveland, FL 34736Te1: 352-429-2183
Fax: 352-429-3035
TO BUYER: City of Clermont
P.O. Box 120219
Clermont, FL 34712-0219
Attn.: Wayne Saunders, City Manager
Tel: 352/394-4081
Fax: 352/394-1452
WITH A COPY TO: De Beaubien Knight, Simmons, Mantzaris &
Neal, LLP
332 North Magnolia Avenue
Orlando, Florida 32801
• Attention: Daniel F. Mantzaris, Esquire
Phone: (407) 422-2454
Fax: (407) 992-3541
21. 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.
22. 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.
23. 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
•
Inlsndgrovespurchasenorth011906 10
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.
24. Joinder of Escrow Agent. l~~b.~/-1^5 F 1.-~'w, ~/-~ as Escrow
Agent 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 Ernest
Money Deposit funds herein.
25. 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 may be
obtained from your County Public Health Unit."
26. Effective Date. The "Effective Date" of this Contract shall be the date upon which this
Contract is last signed by Seller and Buyer.
27. Counterparts. This Contract may be executed in counterparts by the parties hereto and each
shall be considered an original, but all such counterparts shall be construed together and
constitute one Contract between the parties hereto.
28. Acceptance. In the event this Contract is not signed simultaneously by Buyer and Seller, it
shall be considered to be an offer by Seller to Buyer, in which event this offer shall expire at 5:00
p.m. Eastern Standard time on the date which is forty-five (45) days after the date Seller has
signed this Contract unless a counterpart of this Contract signed by Buyer is received by Seller
prior to that time and date. _ _ _
29. 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.
Attest:
1~~Se C IG,.Yx~ ,City Clerk, ~p«~y
•
The City of Clermont
a Florida munici al corporation
By:
M yor Harold Turville, Jr.
Inlandgrovespurchasenorth011906 11
Date: ~-'2.(o-O
• Attest:
Corporate Secretary
Date:1 -- ~ ~ -' ~ ~P
•
U
Date: ~ ~~~ "~ `'"
Inland Groves Corporation,
a Florida corporation
~-~ ~~
By: - -
Title:
Date: ---~ -~
Escrow Agent ~ o ~z r~s L~ w~
~----
By: _1 ~ 1~'~ ~ ~ Lam, ~/ ~_ %j ' ~~
Title: ~,~~.
Date: 02 - t - G ~
Inlandgrovespurchasenorth011906 ]2
Exhibit "A"
North Portion of Inland Groves Property
The property shall consist of the remaining portion of the property described as follows,
less that southern portion that is the subject property of the purchase and sale agreement between
the parties for the South Portion of the Inland Groves Property. The final property description
shall be determined by a survey or other applicable study as obtained and paid for by Buyer.
Parcel A:
FROM A POINT 33 FT S OF CENTER LINE OF ST RD S61-A ON W LINE
OF GOV LOT 2 RUN S 910.66 FT, E 986.36 FT TO POB, S 49DEG 1S
MIN 34SEC E 143.37 FT, S 2SDEG 20MIN 19SEC E 82.74 FT, S
47DEG 46MIN 19SEC E 138.47 FT, S 1DEG 23MIN 39SEC E 131.52
FT, S 2SDEG 32MIN 4SEC W 137.76 FT, S 1DEG 18MIN S6SEC W
169.01 FT, S S2DEG 28MIN E 73.24 FT, S 41DEG 18MON 48SEC E
53.33 FT, S 47DEG 46MIN 1SSEC E 73 FT TO E LINE OF GOV LOT
3, N TO NE COR OF GOV LOT 3, W TO POB, LYING IN E 1/2 OF GOV
LOT 3
ORB 7S0 PG 876
Parcel ID#: 14-22-25-000200001600
Alternate Key#: 1781744
Approximate Acres: 2 +/-
Parcel B:
. GOV LOTS 1, 2 S OF RR, GOV LOTS 4, S, --LESS FROM
INTERSECTION OF E R/W OF ACL RR WITH MID SEC LINE RUN SE'LY
ALONG R/W 1000 FT FOR POB, E TO LAKE, RETURN TO POB, SE'LY
ALONG R/W TO S LINE GOV LOT S, E TO LAKE, NW'LY ALONG LAKE
TO INTERSECT FIRST LINE & LESS THAT PART OF S 240 FT OF GOV
LOT S, BOUNDED ON E BY W LINE OF CSX RR R/W, BOUNDED ON S BY
N EDGE OF WATERS OF PALATLAKAHA RIVER, BOUNDED ON W BY E'LY
SHORE OF WATERS OF LAKE HIAWATHA FOR RD R/W-
Parcel ID#:
Alternate Key#:
Approximate Acres:
Parcel C:
r~
LJ
14-22-25-000400001 S00
1303206
176 +/-
FROM INTERSECTION OF E R/W OF ACL RR WITH MID SEC LINE RUN
SE'LY ALONG R/W 1000 FT FOR POB, RUN E TO LAKE, RETURN TO
POB, RUN SE'LY ALONG R/W TO S LINE GOV LOT 5, E TO LAKE,
NW'LY ALONG LAKE TO INTERSECT FIRST LINE
ORB 640 PG 924
Parcel ID#: 14-22-25-000400001700
Alternate Key#: 1303192
Approximate Acres: S +/-
Exhibit B To Inland Groves North Agreement
•
PROMISSORY NOTE
$5,900,000
200_
FOR VALUE RECEIVED, the undersigned, City of Clermont ("Maker")
promises to pay to the order of Inland Groves, (hereinafter called the "Bank" or,
together with any other holder of this note, the "Holder") or order, at its place of
business at ,Florida , or at such other place as
the Holder of this.Note may designate in writing, the principal sum of Five Million Nine
Hundred Thousand Dollars ($5,900,000.00}, together with interest, if any, thereon at the
Interest Rate, in lawful money of the United States, which shall be legal tender in
payment of all debts and dues, public and private, at the time of said payment, said
principal and interest to be payable as set forth below.
1. INTEREST RATE AND PAYMENTS:
(a) Interest shall accrue during the term of this Note at the rate of 4% (four
percent) per annum or the Applicable Federal Rate as established by IRS bulletin for the
• month the payment is made as set forth below, whichever is greater. There shall be no
penalty or consequence to Maker for pre or early payment.
(b) Interest shall be calculated on the basis of a 360-day year, actual days
elapsed.
(c) Until such time as the note is paid in full, Maker shall make quarterly
interest payments to Holder of Fifty-Nine Thousand Dollars ($59,000) beginning on the
first business day after the expiration of 90 days from the date of execution of this note
and continuing each 90th day thereafter until the note is paid in full.
2. TERM/MATURITY DATE. The term of this Note is comprised of a distinct
loan period:
(a) The loan period shall commence on the date of this Note and extend
through and including 200_, or at such time Maker has obtained
disbursement of applied for grants for the amount enabling it to pay off this Note,
whichever occurs first (herein the "Maturity Date").
3. ATTORNEYS' FEES. All parties liable for the payment of this Note agree
to pay the Holder in addition to the principal and interest due and payable hereon,
reasonable paralegal fees, attorneys' fees and costs, whether or not,an action be brought,
• for the services of counsel employed after maturity or default to collect this Note or any
principal or interest due hereunder, or to protect the security, if any, or enforce the
performance of any other agreement contained in this Note or in any instrument of
security executed in connection with the loan evidenced hereby, including, but not
limited to costs, paralegal fees and attorneys' fees and costs on any trial, or appellate
proceedings, or in any proceedings under the United States Bankruptcy Code or in any
post judgment proceedings.
4. EVENTS OF DEFAULT. The failure of any Obligor to pay any principal,
interest or any other sums required hereunder when due under this Note shall constitute
a default or Event of Default hereunder.
5. ACCELERATION. If a default or Event of Default shall occur hereunder and
such default shall continue for ten (10) days then at the option of the Holder, the entire
principal sum .then remaining unpaid and accrued interest shall immediately become
due and payable without notice or demand, and said principal shall bear interest from
Buy
Page 7 of 2 Seller
Holder, it being agree that interest not paid when due shall, at the option of the Holder,
• draw interest at the rate provided for in this paragraph. Failure 'to exercise the above
options shall not constitute a waiver of the right to exercise the same in the event of any
subsequent default. If this Note is payable upon demand, then no terms or provisions
contained in this paragraph shall be deemed or interpreted to alter or abrogate the
demand nature of this Note or the rights of Holder under a demand instrument.
6. FLORIDA LAW. This Note is executed under seal and constitutes a contract
under the laws of the State of Florida, and shall be enforceable in a Court of competent
jurisdiction in that State, regardless of in which State this Note is being executed.
7. HEADINGS. The headings of the paragraphs contained in this Note are for
convenience of reference only and do not form a part hereof and in no way modify,
interpret or construe the meaning of the parties hereto.
PRE-PAYMENT PENALTY: THE LOAN MAY BE PRE-PAID IN WHOLE OR IN
PART AT ANY TIME WITHOUT PENALTY.
MAKER AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR
• COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION
IS MATERIAL INDUCEMENT FOR HOLDER ENTERING INTO THIS
AGREEMENT.
(Initials)
,(Initials)
Address of Maker: ~~ gS 1.L~~S~ h'1ol1 ~~o~~ ~~
CITY OF CLERMONT
ayor
•
Page 2 of 2
D
CONTRACT FOR SALE AND PURCHASE
NORTH PORTION OF POOL TRUST PROPERTY ~~~~
• THIS CONTRACT FOR SALE AND PURCHASE (the "Contract") is made and entered into on
~ljt~ld/ - ''-,-~:~. , 2001a(the "Effective Date"), by and between The CITY OF CLERMONT, a
}° Florida municipal corporation, whose address is P.O. Box 120219 Clermont, Florida 34769
("Buyer") and ~ ~~~~~
DANIEL J. POOL, as Trustee under that certain unrecgry~g~er~ust Agreement dated
January 1, whose a ress is l
WITNESSETH:
WHEREAS, the Seller is the record owner of fee simple title to certain real property
situate in Lake County, Florida; and
WHEREAS, the Seller's property is known as the Pool Trust Property and is subject to
two separate purchase contracts between the parties, specifically, this contract for the north half
of the Pool Trust Property and a second contract executed contemporaneously herewith for the
south half of the property; and
WHEREAS, the Seller is desirous of selling and conveying 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 known as the north half of the Pool Trust
Property and situated in Lake County, Florida, generally described
in Exhibit "A" attached hereto, together with all tenements;
hereditaments, rights, privileges and easements thereunto
belonging {hereinafter together referred to as the "Property"). The
parties agree that the final description of the property will be
finalized in conjunction with the survey of 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 shall be TWO MILLION TWO
HUNDRED AND FIFTY THOUSAND DOLLARS ($2,250,000.00). The purchase price shall
• be paid by Buyer to Seller in the manner and at the times following, to wit:
Pooltrustpurchasenorth011906 1
a. Upon execution of this Contract by all parties, the sum of TEN THOUSAND NO
• ONE HUNDREDTHS DOLLARS ($10,000.00) shall be paid by Buyer to Seller as an
initial earnest money deposit hereunder ("Earnest Money Deposit").
b. The balance of the purchase price shall be paid by Buyer as follows:
1. At closing SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS
($750,000) less the amount of the earnest money deposit as set forth in (c) below.
2. ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00)
in an unsecured promissory note delivered to the Seller at closing and
substantially in the form attached hereto and incorporated herein as Exhibit "B".
The note as a minimum shall provide that the amount due shall be payable within
Thirty-six (36) months of the date of closing or upon the Buyer obtaining
sufficient grants from available sources to pay the balance of the note, whichever
is earlier. The note shall bear simple interest per annum until paid in full at the
rate of four (4} percent or the Applicable Federal Rate as established by the
Internal Revenue Service for the month any payment hereunder is paid, whichever
is greater. The Buyer shall pay to Seiler the accrued interest in quarterly
payments beginning on the 90th day after the issuance of the note and in quarterly
payments due on the 90th day thereafter.
c. The deposits set forth above shall be held in an interest bearing account by Roberts &
. Law, PA, as escrow agent in accordance with the terms hereto and the principal amount
plus interest 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.
d. The balance of the total purchase price and/or the payment on the above-referenced
promissory notes, or such greater or lesser amount as may be necessary to complete the
payment of the total purchase price after credits, adjustments and prorations, shall be paid
by Buyer to Seller in United States funds by cash or by wire transfer.
4. Title. Within sixty (60) days of the Effective Date, Seller at Seller's expense shall deliver to
Buyer an original commitment for title insurance committing to issue an Owner's policy to
Buyer as purchaser of the Property in the amount of the purchase price (the "Commitment").
The title company shall be selected by Seller. .During the Inspection Period described in
Paragraph 6 hereof, Buyer shall determine whether Buyer is willing to accept title to and acquire
the Property from Seller. In the event that Buyer shall determine that any one or more of the title
exceptions set forth in the Commitment (the "Title Exceptions") are unacceptable to Buyer in its
sole discretion, Buyer shall be entitled to terminate this Contract by delivering written notice
thereof to Seller on or before the expiration of the Inspection Period, whereupon this Contract
shall terminate as provided in Paragraph 7 hereof. Upon termination, Buyer shall be entitled to
immediate refund of alI payments previously made by Buyer, including accrued interest, if
applicable. In the event Buyer shall not terminate this Contract as a result of the investigations
• Buy -
Pooltrustpurchasenorth011906 2 Seller
Buyer shall be deemed to have approved the Title Exceptions and to have agreed to accept title
to and acquire the Property from Seller subject to the Title Exceptions.
• 5. Survey. Buyer shall have the Property surveyed at its expense during the Inspection Period. If
the survey obtained by Buyer discloses any encroachments or other adverse matters, which are
unacceptable to Buyer in its sole discretion, Buyer shall be entitled to terminate this Contract by
delivering written notice thereof to Seller prior to the expiration of the Inspection Period,
whereupon this Contract shall terminate as provided in Paragraph 7 hereof. If the Contract is
terminated, Buyer shall be entitled to immediate refund of all payments previously made by
Buyer, including accrued interest, if applicable. In the event Buyer shall not terminate this
Contract during the Inspection Period, then and in such event Buyer shall be deemed to have
agreed to accept title to and acquire the Property from Seller subject to any matters disclosed by
the survey of the Property obtained by Buyer.
6. Investigations and Inspections of Property.
(a) Buyer and its architects, engineers and other agents, at Buyer's sole expense, shall have a
period of one-hundred and twenty (120) 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 may be 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, including, without limitation, those matters related to
• the title to the Property as provided in Paragraph 4 hereof, and those matters disclosed by any
survey of the Property obtained by Buyer as provided in Paragraph 5 hereof. For such purpose,
Seller hereby grants to Buyer and its agents or assigns full right of entry upon the Property and
any part thereof during the Inspection Period for the purpose of undertaking such inspections and
investigations. It is expressly provided, however, that Buyer and any agent or assignee of Buyer
who shall enter upon the Property pursuant to such right of entry shall, as a condition to the
exercise thereof, be deemed to have agreed, and does hereby agree, to indemnify and save and
hold Seller harmless from and against any and all loss, damage, ~ cost, expense, liability or
responsibility whatsoever (including, without limitation, reasonable attorneys' fees) which may
be, occasioned, directly or indirectly, by reason of the exercise of such right of entry upon the
Property, and that such indemnification shall expressly survive both the termination of this
Contract and the closing of the sale and purchase of the Property contemplated by this Contract.
During the Inspection Period, Buyer may wish to secure a site plan approval and all other
al provals required to permit the development of the Property for general purposes. Seller agrees
to fully cooperate in Buyer's efforts to obtain all permits, approvals and zoning changes
necessary for such development of the Property, and upon written request of Buyer, Seller shall
execute or join with Buyer in the execution of such applications and submittals as may be
required for Buyer to obtain permits and approvals from applicable governmental authorities
with respect to Buyer's contemplated development of the Property; provided that such efforts do
not in any way diminish the value of the Property, cause Seller to incur any expense or require
Seller to do anything other than execute the documents. Seller shall execute and return to Buyer
all applications and submittals within five (5) days following receipt of such applications and
C7
Poaltru stpu rchasenorth011906
submittals together with written request by Buyer for the execution thereof, without charge by
Seller. In the event that Buyer terminates this Contract, Buyer shall provide Seller with copies of
. all documents, testing, opinions, reports, results, applications, permits and the like furnished to,
or obtained by, any person or entity by any party after execution of the Contract associated with
the Property.
(b) Seller shall provide to Buyer, at no cost to Buyer, copies of all reports and analyses that
Seller may have obtained, or been provided, at any time, regarding the subject 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 Paragraphs 4, 5
and 6 above are, in Buyer's sole opinion and within Buyer's sole discretion, unacceptable to
Buyer for any reason whatsoever, and Buyer so notifies Seller of the fact on or before the
expiration of the Inspection Period provided in Paragraph 6 hereof, then at Buyer's option and
upon Buyer's request, Buyer may terminate the Contract and all payments or deposits, including
accrued interest, if applicable, made by Buyer shall be immediately returned to Buyer as Buyer's
sole property. 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. The failure of the Buyer to notify Seller of the unacceptability of any such
inspections, investigations, reviews and feasibility studies prior to the expiration of the
• Inspection Period shall constitute a waiver of Buyer's right to terminate this Contract. .Except
in the event that Seller breaches any of the terms and conditions of this Agreement, if Buyer fails
to terminate the agreement as provided in this section 7, all earnest money deposits shall be
r~%iirefundable.
8. Conveyance of Property. At Closing, Seller shall deliver to Buyer: (i) a duly executed
General Warranty Deed in recordable form conveying fee simple title to the Property free and
clear of all liens, encumbrances and exceptions except for matters of title accepted by Buyer set
forth in the Commitment; (ii) an assignment from Seller to Buyer in a form acceptable to Buyer,
assigning all of Seller's right, title and interest in all guarantees and warranties pertaining to the
Property and any permits, licenses, plans, authorizations and approvals relating to the Property,
(iii) an affidavit from Seller certified to Buyer and to the title company in form required by
Buyer and the title company to delete from Buyer's title insurance policy all construction liens
and possession exceptions and any other exceptions the title company will delete based on
Seller's affidavit; (iv) a certification by Seller which indicates that Seller is not a foreign person
as defined in the Internal Revenue Code; (v) written affirmation that the representations and
warranties set forth in Paragraph 13 hereof remain true at the time of closing; (vi) a
duly-executed Seller's 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
•
Pooltrustpurchasenorth011906 4
the Property described above, subject to promissory notes, adjustments and prorations set forth
herein and shall deliver to Seller: (ix) aduly-executed Seller's closing statement; and (x) other
• documents reasonably required by Seller or the title company in order to consummate the
transaction contemplated herein.
9. Closin .The sale and purchase transaction contemplated in this Contract shall be closed, the
purchase price paid and the aforesaid notes and closing documents delivered on or before the
expiration of Seven Hundred and Thirty (730) days from the Closing of that certain Contract
between the parties dated , 2006 for the south portion of the Pool Trust
Property. 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. Closing Costs. The Seller shall pay for state documentary stamps required to be affixed to
the General Warranty Deed, the premium for the owner's and title insurance policy to be issued
pursuant to the Commitment, the cost of recording the General Warranty Deed and any and all
other documents necessary to deliver good and clear title, and any document preparation fees.
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. Prior to closing and the delivery of possession as aforesaid, Seller shall
remain the owner of the Property and shall bear the risk of all loss of whatever nature, except as
provided in Paragraph 6 hereof with respect to loss occasioned as a result of Buyer's inspections
and investigations of the Property. In the event that prior to Closing all or a portion of the
• Property being acquired is condemned or condemnation proceedings have been instituted for any
public or 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 for the year of closing shall be
prorated as of the date of closing. If, however, the amount of such taxes 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 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. Seller represents and warrants (which
warranties shall survive the closing hereunder) to the Buyer that:
a. From and after the Effective Date, Seller shall not perform or permit any act or event
that might diminish, encumber or adversely and materially affect the condition of or
title to the Property or Buyer's rights under this Contract.
•
Pooltrustpurchase north011906
b. Seller, to the best of Seller's knowledge, has not received 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 knowledge of any such actual or threatened
taking. Further, Seller has not received any notice of any existing or threatened
lawsuit by which any party claims an interest in the Property.
c. Seller, to the best of Seller's knowledge, is in full compliance with requirements of all
governmental authorities with respect to the Property and this Contract. Seller has
not received any notices from any city, county, state or other governmental authority
or other person or entity of violations in respect of the Property.
d. Buyer, to the best of Seller's knowledge, without the obligation of due investigation,
has or shall have unobstructed and direct access to the Property on the date of closing
to a dedicated public right-of--way.
e. Seller owns fee simple title to the Property and has 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.
f. 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.
g. To Seller's best knowledge 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; (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; (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; 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. For purposes of this
Paragraph 13, the term "Hazardous Substances" means and includes, without
limitation, any toxic or hazardous substances or materials, petroleum or other
pollutants and substances, whether or not naturally occurring, including, without
limitation, asbestos, radon, and methane gas, generated, treated, stored or disposed of,
or otherwise deposited in or located on or under the Property, and also includes,
without limitation, the surface and subsurface waters of the Property, and any activity
undertaken or hereafter undertaken on the Property which would cause: (i) the
Property to become a hazardous waste treatment, storage or disposal facility within
the meaning of, or otherwise bring the Property within the ambit of, the Resource
•
Pooltrustpurchasenorth011906 6
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.
h. Seller, to the best of Seller's knowledge, has received no notice, and has no
knowledge, 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.
i. There is no litigation, investigation or proceeding pending or to the best of Seller's
knowledge threatened or any other condition 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.
• LL-
j. Except for the contract between Seller and :~ feS r,~ >~ ^' ~`' ~ia'd.- f , dated
S C~ ~ae?r lv~~, the Seller has not entered into any other on racts, agreements
or nderstandings, verbal or written, for the sale or transfer of any portion of the
Property. Seller acknowledges that agreement referenced herein does not prohibit the
sale of the subject property to Buyer.
k. Seller has not made and has no knowledge of 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.
1. To the best of Seller's knowledge, without the obligation of due investigation, all
roads abutting the Property are dedicated public roads and the deed to be delivered to
Buyer at Closing hereunder is the only instrument necessary to convey to Buyer: (i)
full access to and right to freely use such roads; and (ii) all rights appurtenant to the
Property in such roads.
r:
Pooltrustpurchasenorth011906 '7
m. To the best of Seller's knowledge, without the obligation of due investigation, the
Property has not been registered or certified as "historic" by any local, state or federal
• governmental entity or historic commission.
n. Seller is a trust and authorized by the laws of the State of Florida to enter into this
Agreement by and through the trustee who has executed this Agreement below which
is binding on the Seller.
o. To the best of Seller's knowledge and belief, no representation, statement or warranty
by Seller contained in this Contract or in any exhibit attached hereto contains or will
contain any untrue statements or omits or will omit a material fact necessary to make
the statement of fact therein recited not misleading.
p. 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. 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.
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
shall thereafter have the option to terminate this Contract prior to closing, in which event all
payments made by Buyer to Seller shall remain the sole property of Seller, 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.
14. Conditions Precedent to Closing. Buyer's obligation to close the sale and purchase
transaction contemplated in this Contract shall be and is expressly conditioned upon all
warranties of Seller described in Paragraph 13 being true and correct at the time of closing
without any breach or breaches of the same by Seller, and upon all obligations of Seller provided
in this Contract being fully performed by Seller, having occurred or being waived by Buyer in
writing prior to or at closing.
15. Default. In the event that Buyer fails to close on the purchase of the subject property, and
subject to the survey and inspection periods set forth in Paragraphs 5 and 6, the Ernest Money
Deposit shall become the sole property of Seller. Seller's retention of the deposit shall constitute
liquidated damages and be Seller's sole remedy for any breach of this Contract by Buyer (except
to the extent that Buyer damages Seller's Property), it being agreed that (i) the deposit and any
interest earned thereon is a reasonable estimate of and bears a reasonable relationship to the
damages that would be suffered and costs incurred by Seller as a result of having withdrawn the
Property from sale and the failure of closing to occur due to a default of Buyer under this
Contract; (ii) the actual damages suffered and costs incurred by Seller as a result of such
~:~ithdrawal and failure to close due to a default of Buyer under this Contract would be extremely
difficult and impractical to determine; (iii) Buyer seeks to limit its liability under this Contract to
•
Pooltrustpu rcha senorth011906
the amount of the payments made, and to be made, and any interest earned thereon if this
Contract is terminated and the transaction contemplated by this Contract does not close due to a
• default of Buyer under this Contract; and (iv) such amount shall be and constitute valid
liquidated damages. If the Seller fails to perform any of the covenants of this Contract on its part
to be performed, Buyer may at its option: (i} terminate this Contract whereupon the payments
made by Buyer to Seller shall be returned and Seller' shall be released and relieved of all
obligations or liabilities under this Contract; or (ii) proceed in equity in an action for specific
performance to enforce its rights under this Contract, or if specific performance is not an
available remedy, then an action for damages and any other remedies available at law, or in
equity.
16. Assi~nability_. Buyer may not assign its interest herein without the prior written consent of
the Seller, provided however, that such consent shall not be unreasonably withheld and Buyer
and its assignee shall be liable to Seller for any and all applicable obligations under this Contract.
Any assignment shall be in writing and a copy of such assignment executed by both assignor and
assignee shall be delivered to Seller.
17. Litigation and Attorneys' Fees. In the event it shall be necessary for either party to this
Contract to bring suit to enforce any provision hereof or for damages on account of any breach of
this Contract or of any warranty, covenant, condition, requirement or obligation contained
herein, the prevailing party in any such litigation, including appeals, shall be entitled to recover
from the other party, in addition to any damages or other relief granted as a result of such
litigation, all costs and expenses of such litigation and a reasonable attorneys' fee as fixed by the
Court.
• 18. Survival of Provisions. The provisions of this Contract shall not survive the closing
hereunder except as expressly provided elsewhere in this Contract.
19. 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 therefor shall be extended to the next business day.
20. 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, to the
party entitled or required to receive the same, as follows:
TO SELLER: Daniel l~t~tK J.. Pool:,. as Trustee under
• that certain unrecorded Trust Agreement dated
January 1, 199:1
Pooltrustpurchasenorth011906 9
Phone:
Fax:
WITH A COPY TO: Julia Law
Post Office Box 57
Groveland, FL 34736
Tel: 352-429-2183
Fax: 352-429-3035
TO BUYER: City of Clermont
P.O. Box 120219
Clermont, FL 34712-0219
Attn.: Wayne Saunders, City Manager
Tel: 352/394-4081
Fax: 352/394-1452
WITH A COPY TO: De Beaubien Knight, Simmons, Mantzaris &
Neal, LLP
• 332 North Magnolia Avenue
Orlando, Florida 32801
Attention: Daniel F. Mantzaris, Esquire
Phone: (407) 422-2454
Fax: (407) 992-3541
•
21. 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.
22. 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.
Pooltrustpurchasenorth011906 10
23. 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.
24. Joinder of Escrow Agent. Pob.~.~ ~S -`` ~?W ~• ~ ' as Escrow
Agent 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 Ernest
h'Ioney Deposit funds herein.
25. 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 may be
obtained from your County Public Health Unit."
26. Effective Date. The "Effective Date" of this Contract shall be the date upon which this
Contract is last signed by Seller and Buyer.
. 27. Counterparts. This Contract may be executed in counterparts by the parties hereto and each
shall be considered an original, but all such counterparts shall be construed together and
constitute one Contract between the parties hereto.
28. Acceptance. In the event this Contract is not signed simultaneously by Buyer and Seller, it
shall be considered to be an offer by Seller to Buyer, in which event this offer shall expire at 5:00
p.m. Eastern Standard time on the date which is forty-five (45)_days after the date Seller has
signed this Contract unless a counterpart of this Contract signed by Buyer is received by Seller
prior to that time and date.
29. 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.
Attest:
The City of Clermont
a Florida municipal corporation
Pooltrustpurchasenorth011906 11
l+ 5 e_ C' ,City Clerk ~ ~p ~~ ~`~
~~`~ Date: ~ '1b--~tp
By:
Mayor Harold Turville, Jr.
Date: ~ ~~/e -U rv
Daniel ~ J. Pool, as Trustee under that certain unrecorded
Trust Agreement dated January 1, 1993
By: '
Name: ~
Trustee Per Trust Document of (date)
Date: 1- 2 b ~-C`~~o
r1
U
Escrow Agent ~0~+"~5 -` ~ w, ~ ~" '
By: ~ ~
Title: (~~es
Date: ~- I -~ (~
Pooltrustpurchasenor1h011906 12
Exhibit "A"
• Trustee
North Portion of Daniel Pool~it~Property
The property shall consist of the remaining portion of the property described as
follows, less that southern portion that is the subject property of the purchase and sale
agreement between the parties for the South Portion of the Daniel Pool Family Trust
Property. The final property description shall be determined by a survey or other
applicable study as obtained and paid for by Buyer.
E 1/2 OF GOV LOT 3--LESS FROM A PT 33 FT S OF CENTER LINE OF
ST RD 565-A RLJN S 910.66 FT, E 986.36 FT TO POB, S 49DEG
157IN 34SEC E 143.37 FT, S 25DEG 20MIN 19SEC E 82 .74 FT, S
47DEG 46MIN 19SEC E 138.47 FT, S 1DEG 23MIN 39SEC E 131.52
FT, S 25DEG 32MIN 04SEC W 137.76 FT, S 1DEG 18MIN 56SEC W
169.01 FT, S 52DEG 28MIN E 73.24 FT, S 41DEG 18MIN 48SEC E
53.33 FT, S 47DEG 46MIN 15SEC E 73 FT TO E LINE OF GOV LOT
3, N TO NE COR OF SAID GOV LOT, W TO POB
ORB 1186 PG 1399-1406, ORB 1205 PG 2084
Alternate Key Number: 1742889
Parcel ID No.: 14-22-25-OUG300002400
Approximate Acres: 37 +/-
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0~1t28L J. POOL, as ?rustee under that prtain nnrecordad Trust ~
Agra~ement dated January 1, 1993+,
.~w.abwlcP. O. Box Sb0187, 1lontverde, llorida 34711
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---------TE2fiI~/1oo~aio.ooj--___---- ~.
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teeMd. hrglaM a•e,ole 1.11t NM OyMt[Rtd ,.~ dRAlfIBBf ~d..d ariPa fa...y n. ~R ~ tia4, a9rK V
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t3E1t snt=$]Cr •a• 1-TT11C1t80 HERETO AIiD >at AEYBRENCE lf11DE A BART ' ; '~'
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Sabaect to restrictions, reservations and eesemenu of record;..
it say, which are trot reiwposed hereby, and taxes subwgttent to
December 31, 1992
Property herein DOEB IiOT COnstitate the >~SSTE><D of the QrantOr
* Mith fall porter in the trustoe and authority to protect,
copsezw, sell, lease, sncember and/or otherwiee manage and
dispose of t2w real property described herein.
a>r Itr yang boa tue~ hg weatit W tlgs r r.Y 1m0.••d.ftllds0 ric wn aplrt IwM ddaa dd p~aw• MomrwR
Is VYknas WhdiDOt, as yr~ea rr tMwaro w t~ trw re w w w w y.a aa, arras w~wca.
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STA17Q OF 1-Iorida
_ - - - OOUNIY OF Orange
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~~ 8 M~ ~;.. aa.o,~a s~ro,s n. a~ 11th ey d Jatararp, f993 ti
_ ~~:, ', ' aaot».poero.arr>rlorida drivers license. .same M~apaatt ,
~`=. ~ °• iteL Doctiaxn t'>e~nae ~
~= ~` ~ toGe~tiril~7a. DIANE T. BIRO .c,.
_~ ~~ tn~eawtast~ trw tJota~y put~t-c, State of fl~ted 2iamet
_-~_= ,~~- llomotawt~owvs~a MY Comm. exP~re: Jugs 21,
;; ~ 4t'. xtaae Comrn. ~. CC199'S9UyComwcat3apb~c
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!!M saat ua o! oa~arss~aat Lot ~, ~-tl0 DIiGItOD al t!N Oast i/a of
tAs Vast 1/a ad the lM 1/4 0! lactioa 10• ~h~ as lortA, Irk
i! fast. LOSS RR~ ~'!t rrOS aati isow pipe sat i1 ooa~ontta oA tir
trst liAS o! Natiaa 10 ~+owship as soutA, Rasps aS Oaat Labr
pom4tr, ilotlAs, ai+d i~q 22 iast sosth o! the osatatr i~rs o!
itsts Road ilo. SiiR• sas tMeios /orth al,oeq said saotioa Iles
~io.s~ s..ti cba,o.lioath l~ 2s•:a.~• 2a.t ~t~.u :..t xo
a await. soao.nst as tha Rolm o! sapiaAsapi sda tlwwa ro_sti d!
ta.7l •2List ~t4salvs Aso th {Tjdaps~sa 4d~! RastT 0l~ti
tRrnoa loath Ol dspsM a2.2!• Rant 121.sa lash tbaAOa lout!- Z3
a.pra.s aa•a• •.at uT.T~ sati th..a. south ai a.~`:.. u•ss- wss
ul.oi ~..ti tarrw. loat7- u daso.as :s• saat T2. t..t~ ttwaa
tosth ti aals+raa lO•d0• sast '32.26 Laat~ tarao. /oath 17 Asporaa
ti•u• salt 72 twat, aass oae laa., to a paint oR tha mart llaa of
oo.wra..at Lot 1 is said laetloa is= thsnoa soarth.:irk tt0o t i
soactMast ao~caar of acid ooasrsarat Lot 2 ~ thraoa 1
~alut of sagisa~q._
•
Exhibit B To Pool Family Trust North Agreement
• PROMISSORY NOTE
$1,500,000
200_
FOR VALUE RECEIVED, the undersigned, City of Clermont ("Maker")
promises to pay to the order of Pool Family Trust, (hereinafter called the "Bank" or,
together with any other holder of this note, the "Holder") or order, at its place of
business at ,Florida , or at such other place as
the Holder of this Note may designate in writing, the principal sum of One Million Five
Hundred Thousand Dollars ($1,500,000.00), together with interest, if any, thereon at the
Interest Rate, in lawful money of the United States, which shall be legal tender in
payment of all debts and dues, public and private, at the time of said payment, said
principal and interest to be payable as set forth below.
INTEREST RATE AND PAYMENTS:
(a) Interest shall accrue during the term of this Note at the rate of 4% (four
percent) per annum or the Applicable Federal Rate as establislied by the Internal
Revenue Service for the month any payment is made as set forth below, whichever is
greater. There shall be no penalty or consequence to Maker for pre or early payment.
•
(b) Interest shall be calculated on the basis of a 360-day year, actual days
elapsed.
(c) Until such time as the not is paid in full, Maker shall make quarterly
interest payments to Holder of Fifteen Thousand Dollars ($15,000) beginning on the
first business day after-the expiration of 90 days from the date of execution of this note
and continuing each 90th day thereafter until the note is paid in full.
2. TERM/MATURITY DATE. The term of this Note is comprised of a distinct
loan period:
(a) The loan period shall commence on the date of this Note and extend
through and including 200_, or at such time Maker has obtained
disbursement of applied for grants for the amount enabling it to pay off this Note,
whichever occurs first (herein the "Maturity Date").
3. ATTORNEYS' FEES. All parties liable for the payment of this Note agree
to pay the Holder in addition to the principal and interest due and payable hereon,
reasonable paralegal fees, attorneys' fees and costs, whether or not an action be brought,
for the services of counsel employed after maturity or default to collect this Note or any
principal or interest due hereunder, or to protect the security, if any, or enforce the
performance of any other agreement contained in this Note or in any instrument of
security executed in connection with the loan evidenced hereby, including, but not
limited to costs, paralegal fees and' attorneys' fees and costs on any trial, or appellate
proceedings, or in any proceedings under the United States Bankruptcy Code or in any
-post judgment proceedings.
4. EVENTS OF DEFAULT. The failure of any Obligor to pay any principal,
interest or any other sums required hereunder when due under this Note shall constitute
a default or Event of Default hereunder.
5. ACCELERATION. If a default or Event of Default shall occur hereunder and
such default shall continue for ten (10) days then at the option of the Holder, the entire
principal sum then remaining unpaid and accrued interest shall immediately become
due and payable without notice or demand, and said principal shall bear interest from
such date at the highest legal rate permitted by law, from time to time, to be charged by
Buye
Page 1 of 2 Seller
,,
draw interest at the .rate provided for in this paragraph. Failure to exercise the above
options shall not constitute a waiver of the right to exercise the same in the event of any
subsequent default. If this Note is payable upon demand, then no terms or provisions
contained in this paragraph shall be deemed or interpreted to alter or abrogate the
demand nature of this Note or the rights of Holder under a demand instrument.
6. FLORIDA LAW. This Note is executed under seal and constitutes a contract
under the laws of the State of Florida, and shall be enforceable in a Court of competent
jurisdiction in that State, regardless of in which State this Note is being executed.
7. HEADINGS. The headings of the paragraphs contained in this Note are for
convenience of reference only and do not form a part hereof and in no way modify,
interpret or construe the meaning of the parties hereto.
PRE-PAYMENT PENALTY: THE LOAN MAY BE PRE-PAID IN WHOLE OR IN
PART AT ANY TIME .WITHOUT PENALTY.
MAKER AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION
IS MATERIAL INDUCEMENT FOR HOLDER ENTERING INTO THIS
AGREEMENT.
(Initials)
(Initials)
Address of Maker: ~~ )~ o n ~~ OS ~ S7'
l~ ~er mdn~~ ~=1~. 3~~1/
CITY OF CLERMONT '
yor
Page 2 of 2