Resolution No. 25-12RESOLUTION NO. 25-12
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA,
APPROVING A SETTLEMENT AGREEMENT (ATTACHMENT A)
BETWEEN THE CITY AND GPS HOLDING GROUP, LLC;
AUTHORIZING THE MAYOR TO EXECUTE THE SETTLEMENT
AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission desires for the City to enter into a Settlement
Agreement (Attachment A) with GPS Holding Group, LLC, for the purpose of resolving matters
pertaining to mandated stormwater drainage, storage and treatment requirements associated with
construction of a commercial building at 42 East Coast Drive; and,
WHEREAS, the City Commission desires for the Mayor to execute said agreement.
NOW THEREFORE, be it resolved by the City Commission of the City of Atlantic Beach
as follows that the City Commission:
SECTION 1. Approves a Settlement Agreement (Attachment A) between the City and
GPS Holding Group, LLC.
SECTION 2. Authorizes the Mayor to execute said Settlement Agreement.
SECTION 3. This Resolution shall take effect immediately upon its passage and adoption.
PASSED AND ADOPTED by the City of Atlantic Beach, this 27th da of January 2025.
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Attest:
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Donna L. Bartle, City Clerk
Approved as to form and correctness:
Jasn r!Ty
Attorney
ATTACHMENT A
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT ("Settlement Agreement") is made by and
between GPS Holding Group, LLC, a Florida limited liability company ("GPS") and the City of
Atlantic Beach, a municipal corporation in the State of Florida (the "City") (collectively the
"Parties').
WHEREAS, GPS is completing construction of a commercial building pursuant to City
Building Permit #: PPR121-0013 ("Project") on that certain property located at 42 East Coast
Drive, Atlantic Beach, Florida 32233 (Real Estate Parcel Number: 169728-0000) (the "Property");
and
WHEREAS, as a part of the Project, GPS is required to meet, among other regulations,
Section 24-68(b), City Ordinance Code, Part II, Chapter 24, Article I1I, Division 3 which mandates
certain onsite stormwater drainage, storage and treatment requirements; and
WHEREAS, pursuant to Section 24-68(b), City Ordinance Code, GPS is required to
provide 1,307 cubic feet of stormwater storage on the Property for the Project (as calculated and
provided by GPS's engineers, using the St. Johns River Water Management District's
("SJRWMD") compliance requirements ("Stormwater Requirement"); and
WHEREAS, the City has concerns that GPS is not able to meet the Stormwater
Requirement on their Property due to, among other things, the unique physical configuration of
the Project and improvements therein; and
WHEREAS, due to the timing of a specific and proximate City drainage project currently
being developed and implemented to the east of the Property on and within the Ahern Street right-
of-way ("City Drainage Project") which is able to be modified to accommodate GPS's Stormwater
Requirement, the Parties hereto desire to enter into this Settlement Agreement under the terms
provided herein; and
IN CONSIDERATION of the promises and of the mutual covenants and agreements
hereinafter contained and for other good and valuable consideration acknowledged by the Parties
to be sufficient, the Parties agree as follows:
1. Settlement Payment. Upon full execution of this Settlement Agreement, GPS will
pay a settlement sum of Forty Thousand Dollars ($40,000.00) to the City ("Settlement Payment")
as follows: (a) GPS shall wire the Settlement Payment amount to Burr & Forman, LLP ("Escrow
Agent") to be held in an escrow account, on or before '2025 [within
two (2) weeks of approval of this Settlement Agreement by the City Commission]; and (b) City
shall issue a Certificate of Occupancy ("CO") for the Project upon its confirmation that the
Settlement Payment has been successfully wired to the Escrow Agent; and (c) the Escrow Agent
shall release and deliver said Settlement Payment to the City as follows: (i) $20,000.00 upon
Escrow Agent's receipt of written confirmation from the City that the City has executed a contract
or agreement with its vendor for the commencement of construction for the City Drainage Project
and (ii) $20,000.00 upon completion of the City Drainage Project. This Settlement Amount is
calculated and based on the City's engineering estimate cost to modify the City Drainage Project
to accommodate GPS's Stormwater Requirement. The Settlement Payment shall constitute GPS'
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sole financial obligation with regard to this Settlement Agreement and the City Drainage Project,
notwithstanding any increase in cost of completion of the City Drainage Project or costs incurred
in the future maintenance of those completed improvements.
2. Specifications of Stormwater Improvement and Waiver. In consideration of its
timely receipt of the Settlement Payment, the City shall:
(a) modify the City Drainage Project to include the stormwater improvements necessary to
accommodate GPS's Stormwater Requirement; and
(b) construct and maintain the City Drainage Project; and
(c) waive Section 24-68(b), Code of Ordinances of the City, Part II, Chapter 24, Article III,
Division 3 with regard to the Property and the Project which mandates certain onsite stormwater
drainage, storage and treatment requirements to the extent provided in this Settlement Agreement.
The accommodation of GPS's Stormwater Requirement within the City's Drainage Project
and the waiver of Section 24-68(b), as set forth in Section 2(a) and (b) above are specifically
limited to the Stormwater Requirement and the development of the Project as defined and set forth
herein. Accordingly, GPS acknowledges and agrees that: (i) any improvement, expansion or
modification to the Project in the future shall be subject to a re-evaluation of all building and
development requirements related thereto, which may include (and not be limited to) additional
stormwater drainage / storage requirements that have to be adhered to by GPS at its sole cost and
expense; and (ii) it shall continue to be responsible for the maintenance and repair of the
stormwater management system and facilities currently installed on the Property. For purposes of
clarification, changes in the use of the Property existing at the time of the Certificate of Occupancy
for the Project shall not constitute a change subjecting the Property to additional stormwater
requirements if such use is not expanded or modified in a way which creates more stormwater
impacts. Such evaluation at the time of a use change shall be determined by the City in its
discretion with the cooperation of GPS, or its successor or assign.
3. No Further Liabilities or Obligations. By executing this Settlement Agreement,
the Parties agree that neither Party has any other liability or obligation to the other, related
specifically to the Stormwater Requirement, with respect to the Project. All of the Parties' rights
and obligations as against each other henceforth shall be governed by the terms of this Settlement
Agreement with respect to the Project.
4. Mutual Release. In resolution of any and all claims relating to the Stormwater
Requirement related to the Project and Property, except with regard to those obligations in this
Settlement Agreement as set forth herein, the Parties, on their own behalf and on behalf of their
respective parents, subsidiaries, affiliates, agents, assigns, predecessors, successors, employees,
representatives, members, managers, principals, officers, council members, elected officials, and
attorneys, hereby release, remise and forever discharge each other and their respective past, present
and future successors, predecessors, parents, subsidiaries, affiliates, agents, representatives,
principals, assigns, agents, attorneys, members, managers, council members, elected officials,
officers, affiliates, and employees of and from all claims, acts, debts, demands, actions, causes of
action, damages, losses, extents, executions, obligations, costs, interest, taxes, expenses and
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liabilities whatsoever of every name and nature, both in law and in equity, or which may result
from the existing state of things (collectively, "Claims"), which either said Party has or hereafter
can, shall or may have in its own name or names or in the name of or through any other entity,
natural or corporate, from the beginning of the world to the Effective Date of this Settlement
Agreement.
5. No Admission. This Settlement Agreement is a compromise of the Stormwater
Requirement related to the Project, and the Parties agree that nothing in this Settlement Agreement
is intended to, and does not constitute, an admission of liability or fault on the part of GPS or the
City. Nothing contained in this Settlement Agreement shall constitute an admission of any facts or
law, or be used as such by either Party.
6. Integration. Each Party warrants that no promise, inducement, or agreement not
expressed in this Settlement Agreement has been made in connection with the Settlement
Agreement. The Settlement Agreement constitutes the entire understanding between the Parties
with respect to its subject matter concerning stormwater drainage and storage requirements
specifically related to the Project and supersedes and replaces all prior negotiations or proposed
agreements, and all prior representations, warranties, statements, promises and understandings,
written or oral, between the Parties with respect to the subject matter of the Settlement Agreement.
No modification or amendment to this Settlement Agreement will be effective unless assented to
in writing signed by both Parties.
7. Effective Date. The Effective Date of this Settlement Agreement shall be the date
on which this Settlement Agreement is last signed by the Parties.
8. Applicable Law. This Settlement Agreement shall be construed and enforced
pursuant to the law of the State of Florida. With respect to any dispute arising out of or related to
this Agreement, each Party subjects itself to the exclusive jurisdiction of the State and Federal
courts in Florida, and likewise agrees that the sole venue shall be the State or Federal courts located
in Duval County, Florida. This Settlement Agreement shall not be admissible into evidence in
whole or in part in any court or other proceeding except as necessary to enforce the Settlement
Agreement.
9. Counterparts and Facsimile Signatures. This Settlement Agreement and any
amendments hereto may be signed in counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such counterparts together shall be deemed an
original of this Settlement Agreement or the amendment, as applicable. For purposes of this
Settlement Agreement and any amendment hereto, a facsimile copy of a Party's signature
(including a copy transmitted by email in PDF or similar format) shall be deemed an original and
shall be sufficient to bind such Party.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year set forth below.
GPS HOLDING GROUP, LLC, a Florida
limited liability company
By: Shahab Derazi
Its: Manager
Date:
CITY OF ATLANTIC BEACH, a Municipal
corporation
By: Curtis Ford
Its: Mayor
Date:
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