Resolution No. 2023-035R69;
CITY OF CLERMONT
RESOLUTION NO.2023-035R
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CLERMONT APPROVING THE AGREEMENT FOR THE PURCHASE
OF 4+/- ACRES OF CERTAIN REAL PROPERTY LOCATED IN LAKE
COUNTY AND KNOWN AS MCKINNEY PARK FROM THE SCHOOL
BOARD OF LAKE COUNTY FOR $624,000 AND AUTHORIZING THE
MAYOR AND CITY MANAGER TO PERFORM ALL ACTS NECESSARY
AND APPROPRIATE TO CLOSE ON THE PROPERTY AS PROVIDED
HEREIN; PROVIDING FOR CONFLICT, SEVERABILITY,
ADMINISTRATIVE CORRECTION OF SCRIVENERS ERROR,
PUBLICATION AND AN EFFECTIVE DATE.
WHEREAS, the purchase of real property known as McKinney Park for public park and
recreation use by the City of Clermont is in the best interests of the citizens of the City of Clermont.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Clermont, Florida,
as follows:
SECTION 1:
The City Council of the City of Clermont, Florida does hereby approve and authorizes the Mayor
to enter into the Agreement attached hereto and incorporated herein as Attachment "A" for the
purchase of 4 +/- acres of real property known as McKinney Park located in Lake County from
The School Board of Lake County for $624,000. The City Council further authorizes the City
Manager to perform all acts necessary and appropriate to close on the property, including, but not
limited to, executing any and all documents at closing.
SECTION 2:
The City Manager is specifically authorized to withhold the formal written agreement and
completion of the transaction upon determination of any matter or factor, hereafter coming to
his/her attention which may indicate such action is not in the City's best interest, provided that
upon such withholding, the City Manager, with reasonable dispatch, shall present the issue to the
City council, in session, for review and direction.
SECTION 3: CONFLICT
All resolutions or parts of resolutions in conflict with any of the provisions of this Resolution are
hereby repealed.
SECTION 4: SEVERABILITY
If any portion of this Resolution is declared invalid, the invalidated portion shall be severed from
the remainder of the Resolution, and the remainder of the Resolution shall continue in full force
and effect as if enacted without the invalidated portion, except in cases where such continued
validity of the remainder would clearly and without doubt contradict or frustrate the intent of the
Resolution as a whole.
_L CITY OF CLERMONT
C- d� RESOLUTION NO.2023-035R
SECTION 5: ADMINISTRATIVE CORRECTION
This Resolution may be re -numbered or re -lettered, and/or corrected for typographical and/or
scrivener's errors which do not affect the intent of said resolution, as authorized by the City
Manager or designee, without need of public hearing, by filing a corrected copy of same with the
City Clerk.
SECTION 6: PUBLICATION AND EFFECTIVE DATE
This Resolution shall take effect immediately upon its adoption.
CITY OF CLERMONT
C RESOLUTION NO.2023-035R
DONE AND RESOLVED by the Mayor of the City Council of the City of Clermont, Lake
County, Florida, this 12th day of September 2023.
CITY OF CLERMONT
Tim Murry,
ATTEST -
Tracy Ackroy Howe, MMC
City Clerk
Approved :is to Form and Legality*
Daniel F. Mantzaris, City Attorney
CONTRACT FOR SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE (the "Contract") is made and entered into on
this day of 5 (2023 (the "Effective Date"), by and between CITY OF
CLERMONT, a Florida Municipal Corporation, whose address is 685 West Montrose Street,
Clermont, FL 34711 ("Buyer"), and SCHOOL BOARD OF LAKE COUNTY, FLORIDA, a
political subdivision of the State of Florida, whose address is 201 West Burleigh Blvd., Tavares,
Florida 32778 ("Seller").
WITNESSETH:
WHEREAS, Seller is the owner of certain real property located in Lake County known
as McKinney Park and as more particularly described elsewhere herein; and
WHEREAS, Buyer has leased, occupied and maintained said property continuously
since 1998;
WHEREAS, Seller desires to convey said property to Buyer and Buyer desires to
purchase the same from Seller;
NOW THEREFORE, for and in consideration of the premises hereof, the sums of money
to be paid hereunder, the mutual covenants herein contained, and for other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
do covenant, stipulate and agree as follows, to wit:
l . Description of Protaertv.
Clermont Lot 1 Block S Plat Book 3, Page 5 of the Official Records of Lake
County, Florida; Parcel ID No.: 24-22-25-0150-OOS-00100; Alt Key No.: 1616816 consisting
of 4 +/- acres together with all improvements, tenements, hereditaments, rights, privileges and
easements thereunto belonging and as described in the survey attached hereto and incorporated
herein as Exhibit "A" (hereinafter together referred to as the "Property).
2. Agreement to Sell and Purchase,. Seller hereby agrees to sell and convey the
Property 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 Pavment. Subject to credits, adjustments and
proration for which provisions are hereinafter made in this Contract, the total purchase price for
the Property to be paid by Buyer and received and accepted by Seller (the "Purchase Price")
shall be SIX HUNDRED TWENTY-FOUR THOUSAND AND 00/100 DOLLARS
($624,000.00 USD). At Closing Buyer shall pay to Seller the initial sum of ONE HUNDRED
TWENTY-FOUR THOUSAND EIGHT HUNDRED AND 00/100 DOLLARS ($124,800.00
USD). Thereafter, Buyer shall pay the balance of the Purchase Price to Seller in four equal
annual payments of ONE HUNDRED TWENTY-FOUR THOUSAND EIGHT HUNDRED
AND 00/100 DOLLARS ($124,800.00 USD) commencing on that date that is one year after
the Closing Date and continuing each subsequent year on the same date until the total Purchase
Contract for Sale and Purchase 1
Price has been paid. The initial payment and all subsequent payments shall be delivered to Seller
in United States funds by certified bank check or wire transfer. Buyer shall deliver to Seller at
Closing a promissory note for the future payments as provided herein. The note shall guarantee
payment by Buyer to Seller and shall not accrue interest and shall be substantially in the form
as set forth in Exhibit "B" attached hereto and incorporated herein.
4. Title. Within fifteen (15) days of the Effective Date, Buyer at Buyer's expense
may obtain 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 "Title
Commitment"). The title company and issuing agent shall be selected by Buyer. Buyer shall have
fifteen (15) days from the date of Buyer's receipt of the Title Commitment to examine the
same. Buyer shall, on or before the end of said fifteen (15) day period, notify Seller in writing
specifying any objections Buyer may have regarding the status of title as shown on the Title
Commitment, otherwise Buyer shall be deemed to have waived the right to any such
objections. Seller shall, within ten (10) days from receipt of Buyer's notice of objection to title,
provide a reply by written notice to Buyer (the "Reply Notice"), notifying Buyer that (i) Seller
will not undertake to cure Buyer's title objections, or (ii) Seller will make a good faith effort to
cure Buyer's title objections within ten (10) business days of Seller's Reply Notice (the "Title
Cure Period") or at and s a condition of Closing. Should Seller fail to deliver a Reply Notice to
Buyer, Seller shall be deemed to have elected to decline to undertake a cure of Buyer's title
objections. fn the event Seller declines to undertake a cure of Buyer's title objections, or if Seller
shall not have cured the defects within the Title Cure Period, Buyer shall have, as its sole and
exclusive remedy, the option of (1) accepting title to the Land in an "as is" condition without
recourse to Seller and without a reduction in the Purchase Price and the remaining title objections
shall become Permitted Exceptions, or (ii) terminating this Agreement. Buyer's option of
terminating this Agreement must be exercised within seven (7) days following the earlier of. (i)
the date Buyer receives the Reply Notice stating that Seller declines to cure Buyer's title
objections; or (ii) in the event Seller fails to deliver a Reply Notice, the date Seller is deemed to
have elected not to undertake Buyer's title objections; or (iii) in the event Seller elects to make a
good faith effort to cure Buyer's title objections, within five (5) days following the expiration of
Seller's Title Cure Period. In the event Buyer does not terminate this Agreement pursuant to this
Section, Buyer shall be deemed to have waived any remaining uncured objections to title and
agreed to (a) accept title to the Land in an "as is" condition without a reduction in the Purchase
Price and without recourse to Seller and (b) close on the date specified in Section 6 herein.
5. Convevance of Property. At Closing, Seller shall deliver to Buyer: (i) a duly
executed Special Warranty Deed in recordable form conveying fee simple title to the Property
free and clear of all liens, encumbrances and exceptions except for the exceptions approved or
deemed approved by Buyer ("Permitted Exceptions"); (ii) an affidavit from Seller in a form
required by the title company to delete from Buyer's title insurance policy all standard
exceptions for construction liens and parties in possession exceptions and any other standard
exceptions the title company may delete based on Seller's affidavit; (iii) a certification by Seller
which indicates that Seller is not a foreign person as defined in the Internal Revenue Code; (iv)
written affirmation that the representations and warranties set forth in Paragraph 10 hereof
remain true at the time of Closing; (v) a duly executed closing statement; (vii) such documents
as the title company requires in order to evidence the authority and good standing of Seller to
complete this transaction; and (viii) other documents reasonably required by Buyer or the title
company in order to consummate the transaction contemplated herein. At Closing, Buyer shall
Contract for Sale and Purchase 2
pay to Seller the Purchase Price of the Property described above, subject to adjustments and
proration set forth herein and shall deliver to Seller: (ix) a duly executed closing statement; (x)
written affirmation that the representations and warranties set forth in Paragraph 11 remain true
at the time of Closing; (xi) an executed promissory note substantially in the form set forth in
Exhibit `B" and (xii) other documents reasonably required by Seller or the title company in
order to consummate the transaction contemplated herein.
6. Closing.
A. The sale and purchase transaction contemplated in this Contract shall be closed and the
aforesaid closing documents delivered within sixty (60) days after the Effective Date unless
terminated as provided in paragraph 4 (the "Closing Date").
B. The Closing shall be completed by a closing agent or attorney as selected by Buyer and
shall take place at Clermont City Hall, in Lake County, or by express mail, and at such time as
mutually agreed upon between Buyer and Seller.
7. Closine Costs. The Buyer shall pay for all costs associated with closing the
transaction contemplated herein with the exception that Buyer and Seller shall each bear their
own attorneys' fees.
8. Possession. Possession of the Property shall be delivered by Seller to Buyer at
the time of Closing hereunder, subject to the Permitted Exceptions. Prior to Closing and the
delivery of possession as aforesaid, Seller shall remain the owner of the Property and Buyer, as
the current tenant, shall bear the risk of all loss to the Property, except such loss that may be
caused, created, or allowed to occur by Seller. Notwithstanding the foregoing, 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.
9. Proration. Ad valorem real and personal property taxes, if any, or assessments of
any kind for the year of closing shall be prorated as of the date of closing. If, however, the
amount of such taxes or assessments for the year of closing cannot be ascertained, the rates,
millages and assessed valuations for the previous year, with known changes and utilizing full
discounts, shall be used as an estimate, and tax proration based on such estimate shall be
readjusted by the Buyer and Seller when the actual tax bills for the year of sale are received,
which obligation shall expressly survive closing for a period of twelve (12) months.
10. ReDresentations, Obligations and Warranties of Seller. Except for the
representations and warranties in this Paragraph 10, Seller makes no representations or
warranties to Buyer and shall convey the Property `AS IS, WHERE IS, WITH ALL FAULTS."
Buyer shall, by closing on the Property, be deemed to have acknowledged that Buyer has relied
solely upon its own inspections and investigations to determine the physical condition of the
Contract for Sale and Purchase
Property and its suitability for Buyer's purposes. Seller represents and warrants to the Buyer
that.
A. To Seller's knowledge, Seller has not received written notice from any governmental or
quasigovernmental body or agency or from any person or entity with respect to any actual or
threatened taking of the Property or any portion thereof for any public or quasi -public purpose
by the exercise of the right of condemnation or eminent domain, nor does Seller have any
current, actual knowledge of any such actual or threatened taking. Further, Seller has not
received any actual notice of any existing or threatened lawsuit by which any party claims an
interest in the Property.
B. To Seller's knowledge, Seller has not received any written notices from any city, county,
state or other governmental authority or other person or entity of violations of any statute, law,
or ordinance, or governmental rule or regulation in respect of the Property
C. To Seller's knowledge, Seller owns fee simple title to the Property and has the full power,
right and authority, and is duly authorized, to enter into this Contract, to perform each and all of
the matters and acts herein provided, and to execute and deliver all documents provided
hereunder.
D. To Seller's knowledge, other than the Buyer's occupancy of the Property as set forth
above, there is no tenant of the Property or any other person or entity having any right or claim
to possession or use of the Property.
E. To Seller's 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 in
violation of applicable law; (ii) any present or past generation, recycling, use, reuse, sale,
storage, handling, transport and/or disposal of any Hazardous Substances on, over, under or
around the Property in violation of applicable law; (iii) any failure to comply with any applicable
local, state or federal environmental laws; (iv) any spills, releases, discharges or disposal of
Hazardous Substances that have occurred or are presently occurring on or onto the Property or
any adjacent properties in violation of applicable law; or (v) any spills or disposal of Hazardous
Substances that have occurred or are presently occurring off the Property as a result of any
construction or operation and use of the Property in violation of applicable law. For purposes of
this Paragraph 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 Conservation
and Recovery Act of 1976 ("RCRA"), 42 U.S.C. 6901 et seq., or any similar state law or local
ordinance; (ii) a release or threatened release of hazardous waste from the Property within the
ambit of the Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA'), 42 U.S.C. 96019657, or any similar state law or local ordinance or any other
environmental law; (iii) the discharge of pollutants or effluent into any water source or system,
or the discharge into the air of any emissions which would require a permit under the Federal
Contract for Sale and Purchase 4
Water Pollution Control Act, 33 U.S.C.. 1251 et seq., or the Clean Air Act, 42 U.S.C. 7401 et
seq., or any similar state law or local ordinance; or (iv) any substances or conditions in, on or
under the Property which may support a claim or cause of action under RCRA, CERCLA or any
other federal, state or local environmental statutes, regulations, ordinances or other
environmental regulatory requirement, including the presence of any underground storage tanks
or underground deposits located on the Property.
F. To Seller's knowledge, Seller has received no written notice of any existing or pending
special assessments affecting the Property which may be assessed by any governmental
authority, water or sewer authority, drainage district or any other special taxing district or other
entity.
G. To Seller's knowledge, there is no litigation or legal proceeding pending or to Seller's
present, actual knowledge threatened which relates to or affects the Property or which would
impair or otherwise adversely affect this Contract, Seller's perfonnance hereunder and/or
Buyer's use of the Property for the Intended Use.
H. To Seller's knowledge, Seller has not entered into any other contracts, agreements or
understandings, verbal contracts or agreements, oral or written, for the sale or transfer of any
portion of the Property, other than as set forth herein.
I. To Seller's knowledge, Seller has not made any commitments to any governmental unit
or agency, utility company, authority, school board, church or other religious body, or to any
other organization, group or individual relating to the Property which would impose any
obligations upon Buyer to make any contributions of money or land or to install or maintain any
improvements, except as may be set forth in the Commitment.
J. To Seller's knowledge, the Property has not been registered or certified as "historic" by
any local, state or federal governmental entity or historic commission.
K. To Seller's knowledge, neither the execution and delivery of this Contract, nor
compliance with the terms and conditions of this Contract by Seller, nor the consummation of
the sale, constitutes or will constitute a violation or breach of any agreement or other instrument
to which it is a party, to which it is subject or by which it is bound.
L. For purposes of this Paragraph 10, the term "to Seller's knowledge" or words of similar
import is limited to and shall mean only the current conscious actual awareness of facts by Diane
S. Kornegay, without requiring any inquiry or investigation whatsoever, who is acting solely in
her capacity as Seller's Superintendent of Schools and is in no manner expressly or impliedly
making any of the foregoing representations in her individual capacity. The statements and
representations of Seller set forth in this contract shall be true and reaffirmed in writing at the
Closing.
M. If, on or before the Closing Date, any event occurs or condition exists of which Seller
has knowledge or about which Seller receives information which renders any of the
representations contained herein untrue or misleading, Seller shall promptly notify Buyer in
writing and Buyer, as Buyer's sole and exclusive remedy, shall thereafter have the option to
terminate this Contract within fifteen (15) calendar days of receipt of Buyer's written notice and
Contract for Sale and Purchase 5
this Contract shall be deemed null and void and Buyer and Seller shall be relieved from all
liabilities and responsibilities hereunder.
11. Representations, Acknowled-arnents and Warranties of Buyer. Buyer represents,
acknowledges and warrants to Seller that:
A. Buyer has the power, right and authority, and is duly authorized, to enter into this
Contract, to perform each and all of the matters and acts herein provided, and to execute and
deliver all documents provided hereunder, including without limitation any documents
necessary to acknowledge and confirm the indebtedness owed to Seller hereunder.
B. To the best of Buyer's knowledge, neither the execution and delivery of this Contract,
nor the compliance with the terms and conditions of this Contract by Buyer, nor the
consummation of the sale, constitutes or will constitute a violation or breach of any agreement
or other instrument to which it is a party, to which it is subject or by which it is bound.
12. Default. In the event that Buyer fails to perform any of the covenants of this
Contract on its part to be performed, subject to the title inspection period set forth in Paragraphs
4 or refuses to perform its obligations under this Contract and such failure or refusal is not cured
within ten (1 Q) days after Notice from Seller the Buyer shall be in default of this Contract and
the Contract shall terminate. If Seller fails to perform any of the covenants of this Contract on
its part to be performed or refuses to perform its obligations under this Contract and such failure
or refusal is not cured within ten (10) days after Notice from Buyer, Buyer may at its option: (i)
terminate this Contract or (ii) proceed in equity in an action for specific performance to enforce
its rights under this Contract.
13. Assignability. Neither Buyer nor Seller may assign its interest herein.
14. 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.
15. Survival of Provisions. The provisions of this Contract shall not survive the
closing hereunder except as expressly provided elsewhere in this Contract.
16. 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 parry 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
Contract for Sale and Purchase 6
"calendar" day basis. If any day for performance, approval, delivery or review shall fall on a
Saturday, Sunday or legal holiday, the time therefore shall be extended to the next business day.
17. Notices. Any notice or other communication permitted or required to be given
hereunder by one party to the other shall be in writing, shall be effective upon receipt and shall
be delivered by registered or certified United Sates Mail, postage prepaid, return receipt
requested, or electronic mail, with acknowledgment of receipt upon transmission (provided that
if notice is sent by electronic mail, it must also be sent by one of the other methods of delivery
specified herein), to the party entitled or required to receive the same, as follows:
TO BUYER: City of Clermont
685 West Montrose Street
Clermont, FL 34711
Attn.: Brian Bulthuis, City Manager
WITH A REQUIRED de Beaubien Knight, Simmons, Mantzaris
COPY TO: Neal, LLP
332 North Magnolia Avenue
Orlando, Florida 32801
Attention: Daniel F. Mantzaris, Esquire
Phone: (407) 422-2454
Fax: (407) 849-1845
e-mail: dantzaris@dsklawgroup.com
TO SELLER: School Board of Lake County
201 West Burleigh Blvd.
Tavares, FL 34711
Attn.: Diane S. Kornegay
Email: kornegayd@lake.kl2.f1.us
WITH A COPY TO: BowenjSchroth, P.A.
Attn: James A. Myers
600 Jennings Avenue
Eustis, FL 32726
Email: jmyers@bowenschroth.com
18. Governine Law, Venue and Bindine 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. Venue for any such action shall be exclusively in Lake County Circuit Court.
This contract 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.
19. Inteerated 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
Contract for Sale and Purchase 7
be waived, except in writing signed by both parties or, in the event that such modification,
amendment or waiver is for the benefit of one of the parties hereto and to the detriment of the
other, then the same must be in writing signed by the party to whose detriment the modification,
amendment or waiver inures.
24. Brokerage. Seller and Buyer acknowledge and agree no agent or broker has acted
on behalf of Seller or Buyer. Seller and Buyer agree to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or fees arising
under the indemnifying party, which indemnification shall expressly survive the termination of
this Contract and the closing of the sale and purchase of the Property contemplated by this
Contract.
21. Effective Date. The "Effective Date" of this Contract shall be the date upon which
this Contract is last signed by Seller and Buyer and delivered to both parties.
22. Countemarts. 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.
23. lntervretation. Seller and Buyer acknowledge each to the other that both they and
their counsel have reviewed this Contract and that the normal rules of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Contract or any Exhibits hereto.
24. PDF. PDF copies of this Contract executed by Seller or Buyer shall operate as and
may be relied upon as an original signature.
25. Disclosures.
A. 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 persons 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.
B. Chemicals. Many properties in Florida were once citrus groves or other agricultural
properties on which there were applied certain pesticides, insecticides, herbicides, fungicides, and
fertilizers. Some of these chemicals are suspected to be carcinogenic and may have contaminated
subsurface water. Tests are available to determine if such contamination exists, and additional
information may be obtained from various agencies and water filters are available.
Notwithstanding anything contained herein to the contrary, Seller makes no representations as to
the quality of the water available to or accessible by the Property for consumption, or for
household, commercial, or any other use.
26. Authority. The persons signing below each hereby represent and warrant that they
possess full authority to enter into this Contract and to lawfully and effectively bind the entities
they purport to represent.
Contract for Sale and Purchase 8
IN WITNESS WHEREOF, Seller and Buyer have each caused this Contract for Sale and
ha se to be executed as of dates set forth below.
BUYER,
City of Clermont
By
—ir , cy Ackroyd Howe Clerk Mayor Tim Mu
SELLER:
Date: L9 - , I a -'j
As approved by action of the City Council at its
meeting of
,2023
5eOlpyriba 1
t
School Board of Lake County, Florida
By
Marc Dodd Chairperson
Date: q -11 20-2,7�
Contract for Sale and Purchase 9
EXHIBIT A
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BOUNDARY SURVEY
OF
MCKINNEY PARK
ALTERNATE KEY: 1616816
SECTION 19, TOWNSHIP 22 SOUTH, RANGE 26 EAST
CLERMONT, FLORIDA
EXHIBIT B
PROMISSORY NOTE
Loan Amount: $499,200.00 Origination Date: September _, 2023
Maturity Date: September _, 2027
City of Clermont, a Florida municipal corporation ("Maker"), promise(s) to pay to the order of the School
Board of Lake County, Florida, a political subdivision of the State of Florida ("Payee"), whose address is
201 W. Burleigh Blvd., Tavares, FL 32778, the principal sum of Four Hundred Ninety Nine Thousand
Two Hundred and 00/100 Dollars ($499,200.00 USD) (the "Principal"), with interest from the date hereof
and in the following manner:
The interest rate chargeable hereunder is a fixed rate of zero percent (0.00%) per annum, which shall be
calculated based on the actual number of days elapsed in a year consisting of 365 days. After maturity, this
Note shall bear interest at the maximum rate allowed by law.
Annual principal payments in the amount of One Hundred Twenty -Four Thousand Eight Hundred and
00/100 Dollars ($124,800.00 USD) shall be due and payable beginning August , 2024 and on the same
day of each and every year thereafter until August , 2027 (the "Maturity Date"), when the remaining
principal balance plus accrued interest, if any, shall be due and payable in full. All payments will be first
applied to late charges, then to accrued interest, and then to principal.
MAKER SHALL PAY THE ENTIRE PRINCIPAL BALANCE AND ALL ACCRUED INTEREST DUE
THEREON NO LATER THAN THE MATURITY DATE, PAYEE IS UNDER NO OBLIGATION TO
REFINANCE THIS NOTE AT MATURITY.
If any payment hereunder is not made within ten (10) days after it is due, then Maker shall pay to Payee a
late charge equal to five -tenths of one percent (0.5%) of each payment that becomes overdue.
Notwithstanding the imposition of the late charge, Payee reserves the right at any time prior to actual receipt
of the late charge to declare a default and accelerate the total unpaid principal balance and accrued interest
under this Note to be immediately due and payable. In the event of a default under this Note, past due
payment charges not yet received remain due and payable.
This Note may be prepaid in whole or in part at any time without penalty. Prepayments in part, unless
agreed to by Payee in writing, will not relieve Maker's obligation to continue to make regular monthly
payments in the order that said payments become due.
This Note with interest is secured by a first mortgage of even date herewith, on that certain land more
particularly described in said mortgage (the "Collateral"). In addition to the Collateral, this Note is also
secured by all additional collateral described in any security agreement that, by its terms, covers, relates to,
or otherwise references this Note.
An event of default exists under each of the following: (1) when permitted under any security agreement or
mortgage now or hereafter in effect securing payment hereof, (2) upon any default in the payment of any
sum due hereunder or due by Maker to Payee under any other promissory note or under any security
instrument or other written obligation of any kind now existing or hereafter created, and (2) upon the
insolvency, bankruptcy, dissolution, death or incompetency of any Maker or of any guarantor hereof.
If an event of default occurs, then Payee may elect to use any or all of the following remedies: (1) Payee
may charge interest on the entire unpaid principal balance at the maximum rate allowed by law from the
date of such default until such default is cured by Maker, (2) Payee may declare the entire unpaid principal
Promissory Note Page 1 of 3
balance, together with all interest accrued thereon and all other sums due from Maker hereunder to be
immediately due and payable, and (3) Payee may pursue each and every other right, remedy, and power
available to it under this Note, under any security agreement or mortgage now or hereafter in effect securing
payment hereof, at law, and in equity. Payee shall not be deemed to waive any of its rights, remedies, or
powers contained herein unless such waiver is in writing and signed by an authorized representative of
Payee, and then only to the extent expressed in such written waiver. A waiver of any event of default shall
not be construed as a continuing waiver or waiver of any subsequent default. The rights, remedies, and
powers of Payee contained herein, and in any security agreement or mortgage now or hereinafter in effect
securing the payment hereof, are cumulative and concurrent, and may be pursued jointly, severally,
singularly, successively, or in any other manner against Maker, the collateral described herein, any
guarantor hereof, and any other collateral or security given at any time to secure the payment hereof, all at
the sole discretion of Payee.
Maker and Payee agree and intend to comply with the applicable usury laws, and notwithstanding anything
contained herein, or in any loan docurnent or other document related to the loan evidenced by this Note, to
the contrary, the effective rate of interest to be paid on this Note (including all costs, charges and fees which
are characterized as interest under applicable law) shall not exceed the maximum contract rate of interest
permitted under applicable law, as it exists from time to time. Payee agrees not to knowingly collect or
charge interest (whether denominated as fees, interest or other charges) which would render the interest rate
hereunder usurious, and if any payment of interest or fees by Maker to Payee would render this Note
usurious, then Maker agrees to give Payee written notice of such fact with or in advance of such payment.
If Payee should receive any payment which constitutes interest under applicable law in excess of the
maximum lawful contract rate permitted under applicable law (whether denominated as interest, fees or
other charges), the amount of interest received in excess of the maximum lawful rate shall automatically be
applied to reduce the principal balance, regardless of how such sum is characterized or recorded by Maker
or Payee.
Maker hereby (1) waives presentment for payment, demand, notice of nonpayment, notice of dishonor,
protest of any dishonor, notice of protest, protest of this Note, and all other notices in connection with the
delivery, acceptance, performance, default, or enforcement of this Note, (2) agrees that Maker's liability
under the terms hereof shall not in any manner be affected by any indulgence, extension of time, renewal,
waiver, or modification granted by the holder hereof with respect to payment or any other provisions of this
Note, (3) agrees to the release of any collateral given to secure the payment of this Note with or without
substitution, and (4) agrees that additional borrowers or guarantors may become parties to this Note without
notice to Maker or to such guarantors and without affecting the liability of any of them hereunder.
Payee may accept any payment or partial payment insufficient to bring the indebtedness described herein
current without waiving any of Payee's rights to refuse such payment or partial payment in the future and
nothing contained herein shall be construed as obligating Payee to accept such payments.
The laws of the State of Florida shall apply to and control any dispute concerning the interpretation,
construction, performance, or enforcement of this Note; provided, however, that nothing contained herein
shall be construed to limit or impair any right Payee may have under the laws of the United States of
America to charge a rate of interest that exceeds the maximum rate allowed under the laws of Florida.
Maker agrees that the exclusive jurisdiction for any legal proceeding arising out of or relating to this Note
shall be the courts serving Lake County, Florida and Maker hereby waives any challenge to personal
jurisdiction or venue in such courts. Maker irrevocably consents to the service of process in connection
with any action or proceeding related to or arising out of this Note by personal delivery or by the mailing
thereof by registered or certified mail, postage prepaid to the address of Maker first written above. Maker
shall at all times maintain an agent in Florida for the purpose of accepting or receiving service of process
on behalf of Maker and shall notify Payee of such agent's physical address in Florida within ten (10) days
Promissory Note Page 2 of 3
after any change of address. Nothing in this paragraph shall be construed as affecting or limiting the right
of Payee to serve process in any other manner permitted by law or to bring any action or proceeding against
Maker or the Collateral in the courts of any other jurisdiction.
TIME IS OF THE ESSENCE as to all obligations and payments due hereunder.
Maker shall pay all collection costs, including reasonable attorneys fees, incurred in connection with any
collection, trial, appeal, any other type ofproceeding, including, without limitation, bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction) or any anticipated post judgment
collection services.
After careful consideration and an opportunity to seek independent legal counsel, Maker hereby knowingly,
voluntarily, and intentionally waives its right to have a trial by jury with respect to any litigation in any way
related to or arising out of this Note.
The undersigned hereby represents and agrees that: (1) they have read and fully understand the terms of
this Contract, (2) they are fully competent, (3) they possess full authority to execute this Note and to
lawfully and effectively bind Maker, (4) they are executing this Note voluntarily and free of any undue
influence, duress or coercion, (5) they have had the advice of independent counsel or waived such right,
and (6) they have not relied on the advice of counsel for the other party in entering into this Note.
Signed, sealed and delivered
in the presence of:
Si ure — Witn
1Oun
nt Na
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Signature,— Wi e�ss '
�.uurce
Print Name
STATE OF FLORIDA
COUNTY OF LAKE
City of Clermont, a Florida municipal
corporation
By:
Bri Bulthuis, City Manager
The foregoing instrument was acknowledged before me by means of physicat presence or _online
notarization this 1 QI" %day of September, 2023 by Brian Bulthuis, as City Manager of the City of Clermont,
a Florida municipal corporatio
e
to ,A�--
S2gn6ure of Notary Public
Print, Type/Stamp Name of Notary
My Commission Expires:
Personally Known OR Produced Identification
Type of Identification Produced:
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Promissory Note Page 3 of 3