R-2016-06 (copy) CITY OF CLERMONT
RESOLUTION NO. 2016-06
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CLERMONT AUTHORIZING THE SALE OF 3.97 +1- ACRES OF
CERTAIN REAL PROPERTY LOCATED IN LAKE COUNTY,
FLORIDA TO GOLDEN FONESCA INVESTMENT, LLC. FOR THE
PURCHASE PRICE OF $1,308,000.00, AND AUTHORIZING THE
MAYOR AND CITY MANAGER TO PERFORM ALL ACTS
NECESSARY AND APPROPRIATE TO CLOSE ON THE PROPERTY
AS PROVIDED HEREIN.
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Clermont,
Lake County Florida, as follows
Section 1.
The City Council of the City of Clermont, Florida does hereby accept the offer from GOLDEN
FONESCA INVESTMENT, LLC for the purchase of 3 97 +/- acres of real property owned by
the City for $1,308,000 00 and does hereby authonze the Mayor to enter into the contract
attached hereto and incorporated herein and further authorizes the City Manager to perform all
acts necessary and appropriate to close on the property
Section 2.
Mayor and/or City Manager are specifically authorized to withhold the formal written agreement
upon determination of any matter or factor, hereafter coming to 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
This Resolution shall take effect immediately upon its adoption
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CITY OF CLERMONT
RESOLUTION NO. 2016-06
PASSED AND ADOPTED by the City Council of the City of Clermont, Lake County,
Flonda on the 8th day of March, 2016
CITY OF CLERMONT
1, c'
' r ; Gail L Ash, Mayor
r
F y <
,
/' ATTEST .
Tracy A, oyd Howe, City Clerk
LEG- IN FORM AND VALID • DOPTED
Daniel Man orney
CONTRACT FOR SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE(the"Contract") is made and entered into on
this 1 day of March, 2016 (the "Effective Date"), by and between CITY OF
CLERMONT, a Florida Municipal Corporation, whose address is 685 West Montrose Street,
Clermont, FL 34711 ("Seller"), and FONSTOCK REAL ESTATE INVESTMENTS, LLC, a
Florida limited liability company whose address is 7901 Kingspointe Parkway, Suite #16,
Orlando, Florida 32819 ("Buyer")
WITNESSETH
WHEREAS, Seller is the owner of certain property located in Lake County as more
particularly described below, and
WHEREAS, Seller desires to convey said real property to Buyer and Buyer desires to
purchase the same from Seller,
NOW THEREFORE,for and in consideration of the premises hereof,the sums of money
to be paid hereunder, the mutual covenants herein contained, and for other good and valuable
considerations,the receipt and sufficiency of which are hereby acknowledged,the parties hereto
do covenant, stipulate and agree as follows, to wit
1 Description of Property 1775 Hooks Street and further described as Lot 1 on
Exhibit "A" attached hereto, consisting of 3 97 +/- acres together with all improvements,
tenements, hereditaments, rights, privileges and easements thereunto belonging, the final legal
description of which shall be determined as determined by Buyer's survey completed as part of
the inspection period below (hereinafter together referred to as the "Property")
2 Agreement to Sell and Purchase Seller hereby agrees to sell and convey and
Buyer hereby agrees to purchase and accept the Property upon the terms and subject to the
conditions set forth in this Contract
3 Purchase Price and Method of Payment Subject to credits, adjustments and
proration for which provisions are hereinafter made in this Contract,the total purchase price for
the Property to be paid by Buyer and received and accepted by Seller (the "Purchase Price")
shall be ONE MILLION THREE HUNDRED AND EIGHT THOUSAND DOLLARS
($1,308,000) The Purchase Price shall be paid by Buyer to Seller in the manner and at the times
following, to wit
A Earnest Money Deposit Within 5 business days from execution of this
Contract by all parties, the sum of ONE HUNDRED FIFTY THOUSAND and
no/100 DOLLARS ($150,000) shall be deposited by Buyer with Daniel F
Mantzans, Esq , deBeaubien, Knight, Simmons, Mantzans & Neal, LLP (the
"Escrow Agent"), as an earnest money deposit hereunder ("Earnest Money
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Deposit") The Earnest Money Deposit shall not be refundable except as set forth
herein
B Cash Delivered at Closing At Closing the Earnest Money Deposit plus the
balance of the purchase pnce shall be delivered to Seller in United States funds
by wire transfer All deposits shall be applied to the Purchase Price
C This Contract shall serve as escrow instructions and an executed copy of
this Contract shall be deposited with Escrow Agent In the event of a termination
of this Contract or a default under this Contract, the Earnest Money shall be
delivered or disbursed by the Escrow Agent as provided in this Contract If either '
party shall declare the other party in default under this Contract pursuant to
Paragraph 15 hereof, and shall make demand (the "Demand") on Escrow Agent
for possession of the Earnest Money,said party must provide the other party with
a copy of such Demand made upon the Escrow Agent Except with respect to a
Demand for the Earnest Money made by Buyer prior to the Inspection Deadline,
which shall be promptly honored, Escrow Agent shall not disburse the Earnest
Money in accordance with any Demand unless and until the demanding party
delivers to Escrow Agent evidence (e g, return receipt issued by U S Postal
Service) of the other party's receipt of the Demand, and Escrow Agent has not
received written objection to such Demand within five (5) business days
following said party's receipt of the copy of such Demand If any dispute or
difference arises between the Buyer and Seller or if any conflicting demands shall
be made upon the Escrow Agent, the Escrow Agent shall not be required to
determine the same or to take any action thereon Rather, the Escrow Agent may
await settlement of the controversy or deposit the escrow sums into the Registry
of the Circuit Court of Lake County, Florida, in an interpleaded action or
otherwise for the purpose of having the respective rights of the parties
adjudicated Upon making such deposit or upon institution of such interpleaded
action or other actions, the Escrow Agent shall be fully relieved and discharged
from all further obligations hereunder with respect to the sums so deposited
Buyer acknowledges that Escrow Agent is also serving as Seller's counsel in the
transaction contemplated by this Contract, and notwithstanding any dispute
between the parties pertaining to Escrow Agent's duties hereunder or the
disbursement of the Earnest Money or for any other reason, Escrow Agent may
continue to represent Seller in this transaction and in any litigation that may arise
hereunder
4 Title Within fifteen(15)days of the effective date is received by the Seller, 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"Title Commitment") The title company and issuing agent shall be selected by Seller
Buyer shall have twenty (20) 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 twenty(20)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,
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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") 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 In 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
(i) accepting title to the Land in an "as is" condition without recourse to Seller and without a
reduction in the Purchase Price and the remaining title objections shall become Permitted
Exceptions, or (ii) terminating this Agreement and receiving a refund of the Deposit which
Escrow Agent shall forthwith return to the Buyer Buyer's option of terminating this Agreement
and receiving a refund of the Deposit 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 4, Buyer shall be deemed to have waived any remaining uncured objections to title
and agreed to(a)accept title to the Land in an"as is"condition without a reduction in the Purchase
Price and without recourse to Seller and (b) close on the date specified in Section 8 herein
5 Investigations and Inspections of Property Seller shall provide Buyer with
complete and full copies of all surveys, permits, environmental wetland reports, geotechnical
studies, conceptual site plan drawings, zoning certificates, utility certificates, easement
agreements, development agreements (whether such agreements remain in effect or have
expired), together with any other documents related to the Property, within THREE (3) days
following the Effective Date ("Seller's Materials) Buyer and its architects, engineers and other
agents,at Buyer's sole expense, shall have a period of THIRTY(30)days following the Effective
Date(hereinafter referred to as the"Inspection Period")within which to undertake such physical
inspections and other investigations of and concerning the Property, including a survey, as Buyer
deems necessary in order to evaluate the physical characteristics of the Property, as well as such
other matters as shall be deemed by Buyer to be necessary in order for Buyer to evaluate the
Property and determine the feasibility of Buyer's purchase of the same For such purpose, Seller
hereby grants to Buyer and its agents shall have the right to enter upon the Property during the
Inspection Period for the purpose of undertaking such inspections and investigations It is
expressly provided,however,that Buyer and any agent or assignee of Buyer who shall enter upon
the Property pursuant to such right of entry shall,as a condition to the exercise thereof,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 The foregoing
indemnity shall not be subject to the liquidated damages limitations of Paragraph 15 below Prior
to entry onto the Property, every agent or contractor of Buyer shall deliver to Seller a certificate
evidencing such agents or contractors general public liability coverage in amounts of no less than
$1,000,000 per occurrence and$1,000,000 in the aggregate,listing Seller as an additional insured
thereunder During the Inspection Period, Buyer may wish to secure a site plan approval and all
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other approvals required to permit the development of the Property for retail use purposes Seller
agrees to cooperate, at no cost to Seller, 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 Provided that any request by
Buyer is consistent with the foregoing, Seller shall execute and return to Buyer all applications
and submittals within a reasonable period 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 this Contract
6 Unacceptability of Inspections In the event that the results of the inspections,
investigations, reviews, feasibility studies and Seller approvals to which reference is made in
Paragraph 5 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 5 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 Provided, further, that in the event that Buyer elects to terminate this Contract for
any reason after the expiration of the Inspection Period, other than default by Seller, the Earnest
Money Deposit shall become the property of Seller and shall immediately be disbursed by Escrow
Agent to Seller If the Contract is terminated by Buyer hereunder, it shall be rendered null and
void, and be of no further force and effect and all parties hereto shall thereupon be relieved and
absolved of any further liabilities or obligations whatsoever to each other hereunder, except with
respect to those liabilities or obligations hereunder which are expressly stated to survive the
termination of this Contract, including, without limitation, Buyer's indemnity set forth in
Paragraph 5 above 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 In the event of
termination by Buyer pursuant to this Section,Buyer shall provide to Seller,at no expense,copies
of all plans, studies and information obtained or prepared by Buyer with regard to Buyer's
Intended Use (hereafter defined) and related to the Property, provided, Buyer does not warrant
the completeness or accuracy of such materials
7 Conveyance of Property At Closing, Seller shall deliver to Buyer (i) a duly
executed Special Warranty Deed in recordable form conveying fee simple title to the Property
free and clear of all liens, encumbrances and exceptions except for the exceptions approved or
deemed approved by Buyer ("Permitted Exceptions"), (ii) an affidavit from Seller certified to
Buyer and to the title company in form required by the title company to delete from Buyer's title
insurance policy all standard exceptions for construction liens and parties in possession
exceptions and any other standard exceptions the title company may delete based on Seller's
affidavit, (iii) a certification by Seller which indicates that Seller is not a foreign person as
defined in the Internal Revenue Code, (iv) written affirmation that the representations and
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warranties set forth in Paragraph 12 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
authonty 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 Pnce of the Property
descnbed above,subject to adjustments and proration set forth herein and shall deliver to Seller
(ix) a duly executed closing statement, (x) wntten affirmation that the representations and
warranties set forth in Paragraph 13 remain true at the time of Closing, and(xi)other documents
reasonably required by Seller or the title company in order to consummate the transaction
contemplated herein
8 Closing
A The sale and purchase transaction contemplated in this Contract shall be
closed and the aforesaid closing documents delivered on or before the expiration
of fourteen (14) days from the expiration of the Investigation and Inspection
Penod unless terminated as provided in paragraph 6 (the"Closing Date")
B The Closing shall be completed by a closing agent or attorney as selected
by Seller and shall take place at Clermont City Hall, in Lake County, or by
express mail,and at such time as mutually agreed upon between Buyer and Seller
9 Closing Costs The Seller shall pay for state documentary stamps as may be
required to be affixed to the Special Warranty Deed,the premium for the owner's title insurance
policy to be issued pursuant to the Title Commitment, the cost of recording any and all other
documents necessary to deliver good and clear title, and any document preparation fees Buyer
shall pay the cost of recording the Special Warranty Deed and any and all costs associated with
the recording of any note, mortgage and secunty agreement contemplated herein Buyer and
Seller shall each bear its own attorneys' fees
10 Possession Possession of the Property shall be delivered by Seller to Buyer at
the time of Closing hereunder, subject to the Permitted Exceptions Pnor to Closing and the
delivery of possession as aforesaid, Seller shall remain the owner of the Property and shall bear
the nsk of all loss of whatever nature, except as provided in Paragraph 5 hereof with respect to
loss occasioned as a result of Buyer's inspections and investigations of the Property In the
event that pnor to Closing all or a portion of the Property being acquired is condemned or
condemnation proceedings have been instituted for any public or quasipublic use or purpose,
then Buyer shall have the option to terminate this Contract, in which event the payments
previously made by Buyer to Seller shall be returned to Buyer, this Contract shall be deemed
null and void and Buyer and Seller shall be relieved from all liabilities and responsibilities
hereunder except as specifically provided otherwise herein
11 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,
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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
12 Representations, Obligations and Warranties of Seller Except for the
representations and warranties in this Paragraph 12, Seller makes no representations or
warranties to Buyer and shall convey the Property 'AS IS, WHERE IS, WITH ALL FAULTS "
Buyer shall,by closing on the Property,be deemed to have acknowledged that Buyer has relied
solely upon its own inspections and investigations to determine the physical condition of the
Property and its suitability for Buyer's purposes Seller represents and warrants (which
warranties shall survive the closing hereunder to the Buyer that
A Seller has not received 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 Seller has not received any wntten 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
including, but not limited to, any notice involving any environmental hazards,
risks or violations
C 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 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 Possession of the Property shall
be delivered to Buyer by Seller free of rights or claims of any tenants, occupants
or parties in possession, except for the rights of parties pursuant to the Permitted
Exceptions or as may otherwise be disclosed in the Commitment
E To Seller's present, actual knowledge, without any investigation
whatsoever, there has not been and there is not now (i) any presence of any
Hazardous Substances (as hereinafter defined) on, over, under or around the
Property in violation of applicable law, (11) 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
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federal environmental laws, (iv) any spills, releases, discharges or disposal of
Hazardous Substances that have occurred or are presently occumng 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 Water Pollution Control Act, 33 U S C 1251
et seq , or the Clean Air Act, 42 U S C 7401 et seq , or any similar state law or
local ordinance, or (iv) any substances or conditions in, on or under the Property
which may support a claim or cause of action under RCRA,CERCLA or any other
federal, state or local environmental statutes, regulations, ordinances or other
environmental regulatory requirement,including the presence of any underground
storage tanks or underground deposits located on the Property
F Seller, to the best of Seller's knowledge, has received no written notice of
any existing or pending special assessments affecting the Property which may be
assessed by any governmental authority, water or sewer authority, drainage
district or any other special taxing district or other entity
G Other then as may be set forth herein, there is no litigation or legal
proceeding pending or to Seller's present, actual knowledge threatened which
relates to or affects the Property or which would impair or otherwise adversely
affect this Contract, Seller's performance hereunder and/or Buyer's use of the
Property for the Intended Use Buyer is specifically advised and does hereby
acknowledged that Seller has negotiated a settlement with Dennison and Rebecca
Wi of a dispute related to an unauthorized encroachment on the property owned
by Seller whereby, the encroachment will be eliminated prior to Closing
hereunder
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H Seller has not entered into any other contracts, agreements or
understandings, verbal contracts or agreements, oral or written, for the sale or
transfer of any portion of the Property, other than as set forth herein
I Seller has not made any commitments to any governmental unit or agency,
utility company, authority, school board, church or other religious body, or to any
other organization, group or individual relating to the Property which would
impose any obligations upon Buyer to make any contributions of money or land
or to install or maintain any improvements, except as may be set forth in the
Commitment
J To Seller's present, actual knowledge, without any investigation
whatsoever, the Property has not been registered or certified as "historic" by any
local, state or federal governmental entity or historic commission
K To Seller's present, actual knowledge, neither the execution and delivery
of this Contract,nor compliance with the terms and conditions of this Contract by
Seller, nor the consummation of the sale, constitutes or will constitute a violation
or breach of any agreement or other instrument to which it is a party, to which it
is subject or by which it is bound
L For purposes of this Paragraph 12, the term "to Seller's knowledge" or
words of similar import shall mean the current conscious awareness of facts or
other information of the Seller, its officers, agents and employees, without any
inquiry or investigation whatsoever,all of whom are acting solely in their capacity
as officers, agents or employees of Seller or an affiliate of Seller and are in no
manner expressly or impliedly making any of these representations in an
individual capacity The statements and representations of Seller set forth in this
contract shall be true and reaffirmed in writing at the Closing and shall survive the
Closing
M If, after the Effective Date, any event occurs or condition exists of which
Seller has knowledge or about which Seller receives information which renders
any of the representations contained herein untrue or misleading, Seller shall
promptly notify Buyer in writing and Buyer, as Buyer's sole and exclusive
remedy, shall thereafter have the option to terminate this Contract within thirty
(30) calendar days of receipt of Buyer's written notice In the event of such
termination, Escrow Agent shall disburse the Earnest Money Deposit (or the
portion thereof prior to closing, theretofore deposited with Escrow Agent), to
Buyer in which event all payments made by Buyer to Seller shall remain the sole
property of Buyer, this Contract shall be deemed null and void and Buyer and
Seller shall be relieved from all liabilities and responsibilities hereunder except as
specifically provided otherwise herein, including, without limitation, those set
forth in Paragraph 6 above
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N All of the foregoing representations, obligations and warranties of the
Seller shall survive Closing
13 Representations,Acknowledgments and Warranties of Buyer Buyer represents,
acknowledges and warrants to Seller that
A Buyer has the power, right and authority, and is duly authorized, to enter
into this Contract,to perform each and all of the matters and acts herein provided,
and to execute and deliver all documents provided hereunder
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
C In addition to any applicable special assessments as may be provided by
applicable law by any governmental entity, the Property is part of the Sandhill
Commons Property Owners Association and is subject to assessments in
accordance therewith
14 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, survey and inspection periods set forth
in Paragraphs 4 and 5, or refuses to perform its obligations under this Contract and such failure
or refusal is not cured within ten (10) days after Notice from Seller the Earnest 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 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
Notwithstanding the foregoing, the indemnity provisions contained in Paragraph 5 shall not be
subject to the foregoing liquidated damages provisions 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 twenty (20) days after Notice from
Buyer, 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
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15 Assignability Buyer may not assign its interest herein without the prior written
consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed
Seller may, in its sole discretion, assign any and all nghts and obligations hereunder, provided
Seller shall remain liable for an action for damages and any other remedies available at law,or in
equity, in the event Buyer is unable to pursue an action for specific performance following a
default by Seller Any assignment shall be in writing and a copy of such assignment executed by
both assignor and assignee shall be delivered to Buyer or Seller, as the case may be Provided,
however, Buyer shall be permitted to assign this Contract to a limited liability company or other
entity established by Buyer for purposes of receiving Title to the subject property Said
assignment shall not relieve or release Buyer of any obligations or liability hereunder Buyer shall
notify Seller as soon as practical and no latter then thirty(30) days prior to closing of the name
and address of said entity and the name of the representative thereof who is authorized to
complete the Closing
16 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
17 Survival of Provisions The provisions of this Contract shall not survive the
closing hereunder except as expressly provided elsewhere in this Contract
18 Time of Essence It is expressly agreed by both the Seller and Buyer that time is
of the essence of this Contract and in the performance of all conditions, covenants,requirements,
obligations and warranties to be performed or satisfied by the parties hereto Waiver of
performance or satisfaction of timely performance or satisfaction of any condition, covenant,
requirement, obligation or warranty by one party shall not be deemed to be a waiver of the
performance or satisfaction of any other condition,covenant,requirement,obligation or warranty
unless specifically consented to in writing Unless otherwise expressly provided herein, all
periods for performance, approval, delivery or review and the like shall be determined on a
"calendar" day basis If any day for performance, approval, delivery or review shall fall on a
Saturday, Sunday or legal holiday, the time therefore shall be extended to the next business day
19 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 or electronic mail, with acknowledgment of
receipt upon transmission(provided that if notice is sent by facsimile or telecopy transmission or
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
10
ClennontHooksStreetsale030416
TO SELLER City of Clermont
685 West Montrose Street
Clermont, FL 34711
Attn City Manager
Fax (352) 394-4087
WITH A REQUIRED de Beaubien Knight, Simmons, Mantzans
& COPY TO Neal, LLP
332 North Magnolia Avenue
Orlando, Florida 32801
Attention Daniel F Mantzans, Esquire
Phone (407)422-2454
Fax (407) 992-3541
e-mail dfin14@dbksmn corn
TO BUYER Fonstock Real Estate Investments, LLC
7901 Kingspointe Parkway, Suite#16
Orlando, Florida 32819
Attention Gustavo Fonseca
Fax
WITH A REQUIRED
COPY TO Moran Kidd Lyons&Johnson P A
111 N Orange Avenue, Suite#900
Orlando, Florida 32801
Attention Scott E Johnson, Esquire
Fax (407) 841-4148
e-mail stohnson@morankidd com
20 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
21 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
11
ClermontHooksStreetsale03041 6
22 Brokerage Seller and Buyer acknowledge and agree no agent or broker has acted
on behalf of Seller and that Byron Carter of Parkland International Realty has acted as Buyers
broker/agent (the "Broker") Seller shall pay Broker's commission equal to two and one half
percent(2 5%) of the total purchase price out of Seller's proceeds The Seller and Buyer agree to
indemnify,defend and hold the other harmless from and against any commissions or fees or claims
for commissions or fees arising under the indemnifying party, which indemnification shall
expressly survive the termination of this Contract and the closing of the sale and purchase of the
Property contemplated by this Contract
23 Joinder of Escrow Agent Daniel F Mantzans, Esq at deBeaubien, Knight,
Simmons, Mantzans &Neal, LLP,joins in the execution of this Contract for the express purpose
of agreeing and acknowledging the terms and conditions related to the retention and
disbursement of the Earnest Money Deposit funds herein
24 Effective Date The"Effective Date" of this Contract shall be the date upon which
this Contract is last signed by Seller and Buyer
25 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
26 Interpretation 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
27 Facsimile/PDF Facsimile or PDF copies of this Contract executed by Seller or
Buyer shall operate as and may be relied upon as an original signature
[remainder of page intentionally left blank]
[signatures on following page]
12
ClermontHooksStreetsale03041 6
IN WITNESS WHEREOF, Seller and Buyer have each caused this Contract for Sale and
Purchase to be executed as of dates set forth below
SELLER
City of Clermont
B „AZ". , ' By
___A'51Z sat___......--
Tracy Ac :yd Howe, City Clerk Gail L Ash, Mayor
Date 3 1S- ) ce
BUYER r------
iesses Fonstock Real E 'tate Investments, LLC
ItoOAP
Weaning i I
U./4%., jai& Title Manager
Pnnted ame /72 to & Date 03. /,S. /6
/ tom""`' , l
Escrow Agent
deBea t en, Knit.e.- , Simmons,
Ma �1, LLP
By 4
Daniel F Mantzans
Date 3J-c/I,
13
ClermontHooksStreetsale030416
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