Loading...
HomeMy WebLinkAboutResolution No. 26-48 (denied)RESOLUTION NO. 26-48 A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA, AUTHORIZING THE MAYOR OR CITY MANAGER TO EXECUTE ON BEHALF OF THE CITY OF ATLANTIC BEACH AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF ATLANTIC BEACH, THE CITY OF NEPTUNE BEACH, AND TBR NEPTUNE OWNER, LLC, FOR THE PROVISION OF POTABLE WATER FIRE PROTECTION SERVICES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, TBR Neptune Owner, LLC ("Developer") is redeveloping the property at 500 Atlantic Boulevard in Neptune Beach; and WHEREAS, the City of Neptune Beach is currently unable to provide the necessary water flow required for fire protection standards for said redevelopment; and WHEREAS, the City of Atlantic Beach has the capacity to provide such fire protection service via a connection to its existing utility system; and WHEREAS, the Developer has agreed to bear all costs for the design, permitting, and construction of the Fire Line Extension Project and to indemnify the City of Atlantic Beach; and WHEREAS, it is in the best interest of the City of Atlantic Beach to cooperate in providing essential public safety services through an Interlocal Agreement. NOW THEREFORE, be it resolved by the City Commission of the City of Atlantic Beach as follows: SECTION 1. The City Commission hereby authorizes the Mayor or City Manager to execute the Interlocal Agreement between TBR Neptune Owner, LLC, the City of Neptune Beach, and the City of Atlantic Beach, which is attached hereto as Exhibit 1 and incorporated herein by reference. SECTION 2. This Resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED by the City of Atlantic Beach, this 13th day of April 2026. Curtis Ford, Mayor Attest: Donna L. Bartle, City Clerk Approved as to form and correctness: Jason Gabriel, City Attorney Exhibit 1 Prepared by and Return to: Richard W. Hawthorne, Esq. Driver, McAfee, Hawthorne & Diebenow, PLLC One Independent Drive, Suite 1200 Jacksonville, FL 32202 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT ("Agreement") is made pursuant to Florida Statute 163 between and among TBR NEPTUNE OWNER, LLC, a Delaware limited liability company (the "Developer" or "Owner"), THE CITY OF NEPTUNE BEACH, a municipal corporation ("Neptune Beach"), and THE CITY OF ATLANTIC BEACH, a municipal corporation ("Atlantic Beach") this day of 2026, to evidence the following agreements and understandings: WITNESSETH: WHEREAS, the Developer is the owner of the certain real property located at 500 Atlantic Boulevard in the City of Neptune Beach, Florida (the "Redevelopment Property"); WHEREAS, the Developer is planning for redevelopment of the Redevelopment Property and intends, subject to obtaining all required permits and approvals, to redevelop the Redevelopment Property pursuant to a future development plan ("Redevelopment Project"); WHEREAS, the execution of this Agreement does not authorize development rights as to any party, vest utilities rights in any party other than as expressly provided in this Agreement, or in any other way operate as a guarantee of authorization as to the Redevelopment Project; WHEREAS, Neptune Beach is and will be unable to provide water service sufficient to meet fire flow test standards for fire protection approval to the Redevelopment Property upon the completion of the redevelopment by the Developer; WHEREAS, Atlantic Beach has agreed to provide fire protection water services to the Redevelopment Property upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto hereby agree as follows: 1. Fire Line Extension Project. (a) Atlantic Beach Tie -In. The parties agree that in the event the Developer desires to receive fire protection water services for its Redevelopment Project from Atlantic Beach, then the Developer, at the Developer's sole cost and expense, shall design, permit and construct: (i) a connection to the existing twelve (12") inch watermain located in the right of way of Sherry Drive and an extension of a watermain anticipated to be either 8" or 10" (subject to all applicable permitting) under the Atlantic Boulevard right of way, and (ii) the back flow preventer, valves and any meter shown on the plans (collectively, the "Fire Line Extension Project") which are 66368599 v2 Exhibit 1 generally depicted on the plans attached hereto as Exhibit A (as the same may be modified with the prior written approval of Atlantic Beach). (b) Water -Suppression System. By its design and implementation, the Fire Line Extension Project includes both a water main extension and a tie-in to Neptune Beach, with a connection to a dedicated fire -line serving the Redevelopment Property. As such, the Fire Line Extension Project will consist of a water line from Atlantic Beach under Atlantic Boulevard that will tie-in to Neptune Beach's existing water system and be valved -off so as to serve as an emergency water source for either city. Notwithstanding and for purposes of clarity, the portion of the Fire Line Extension Project that is considered the water -suppression / dedicated fire protection line is the part of the line that connects into the line with a valve and backflow. Accordingly, under no circumstances shall the Fire Line Extension Project, the fire -line or any portion of the Atlantic Beach water system connected thereto be used to provide domestic, irrigation, or any other potable or non -potable water service to the Redevelopment Property unless and until, at Atlantic Beach's sole discretion, the Developer: (i) enters into a separate utility service agreement with Atlantic Beach, and (ii) pays all applicable capacity fees, impact fees, meter charges, and monthly rates then in effect. (c) Local Government Approvals and Easements. Atlantic Beach and Neptune Beach agree to grant the Developer such temporary easements, permits and approvals as are necessary and reasonably requested by Developer (to the extent such easements, permits or approvals are within each of their jurisdiction and control) for the purpose of allowing the Developer to conduct work under Atlantic Boulevard and complete the Fire Line Extension Project. Likewise, the Developer shall grant to Atlantic Beach and Neptune Beach and Neptune Beach agrees to grant to Atlantic Beach any easements necessary on the Redevelopment Property or right of way owned by Neptune Beach, as applicable, for accessing, maintaining and or repairing any of its utilities lines, systems and equipment. Permits requested pursuant to drawings consistent in scope and size of improvements with those shown on Exhibit A which are certified by a Florida licensed civil engineer shall be deemed to be reasonably requested, subject to Atlantic Beach's review for compliance with its utility standards and public safety requirements. Such easements and permits shall be in a recordable form satisfactory to Atlantic Beach and Neptune Beach (to the extent applicable in each case) shall be recorded by Developer at its expense in the official public records of Duval County prior to commencement of construction. The Developer specifically acknowledges and agrees that the permitting and approvals related to the Fire Line Extension Project (whether in its initial construction and implementation or subsequent maintenance and repair) will also require permits and approvals from other State agencies which have jurisdiction over this area of Atlantic Boulevard including but not limited to the Florida Department of Transportation ("FDOT") and the Florida Department of Environmental Protection ("FDEP"). Accordingly, Developer shall be solely responsible for the diligent pursuit of such permits and approvals at its sole cost and expense. (d) Ownership and Maintenance. Developer shall be responsible for submitting all reasonable and customary documentation required by Atlantic Beach for acceptance of the Fire Line Extension Project. Developer will cause the construction warranty provided in the applicable construction contract to be assigned to Atlantic Beach or granted directly to Atlantic Beach as provided in this subsection (d). Pursuant to Atlantic Beach ordinance code, including but not limited Section 24-233, Code of Ordinances, Atlantic Beach's acceptance of maintenance of any public improvements, including the Fire Line Extension Project, shall be contingent upon 2 6fiibit 1 Developer providing a maintenance bond in the amount of one hundred (100) percent of the construction cost of the improvements. Such bond shall provide that Atlantic Beach shall be indemnified if the Developer does not replace or repair any public improvements, which are defective in materials or workmanship or which were not constructed in compliance with the approved construction plans. The terms of the maintenance bond shall expire one (1) year after completion of the Fire Line Extension Project, unless Atlantic Beach serves written notice to the Developer that the improvements are defective in material or workmanship or were not constructed in compliance with the approved construction plans within the one (1) year. Upon receiving this documentation including the receipt of warranty and issuance of a maintenance bond, and confirming installation in accordance with the approved plans and permits in all material respects, Atlantic Beach, shall issue a utility acceptance letter and take on ownership, operation and maintenance authority of the Fire Line Extension Project which shall then become a part of Atlantic Beach's system. Upon completion and acceptance by Atlantic Beach, the portion of the Fire Line Extension Project prior to the point that it becomes a private line — up to and including the water meter at the Redevelopment Property boundary — shall be owned and maintained by the City of Atlantic Beach. The portion that is within the Redevelopment Property from the point that it becomes a private line shall be owned and maintained by Developer. 2. Payment of Water Service Charges. (a) Developer shall pay to Atlantic Beach the required water tap and meter installation charges and all application connection fee and water usage and impact fees for the Fire Line Extension Project as set forth in Atlantic Beach's Code of Ordinances, including but not limited to those fees as set forth in Chapter 22 (Utilities). Such fees shall be calculated and paid in accordance with Atlantic Beach's then -current ordinances and rate schedules. (b) The Fire Line Extension Project will be installed in such a manner so as to allow Developer to terminate the flow of water from the Atlantic Beach water system at such time as Neptune Beach commences providing the water service sufficient to provide the fire system flows required for fire protection to the Redevelopment Property for the Redevelopment Project. The Developer shall be required to terminate the flow (by valving off or other means) the flow of water for the fire suppression system of the Redevelopment Property from the Atlantic Beach water system immediately upon Neptune Beach's commencement of providing water service to the Redevelopment Property sufficient to provide the fire system flows required for fire protection at the Redevelopment Property for the Redevelopment Project. As part of the switch to Neptune Beach's commencement of providing water service for fire suppression to the Redevelopment Property, Neptune Beach shall physically disconnect the fire main at the valve closest to the interconnection and install the necessary improvements, including but not limited to a blind flange, so that no cross -connection of any sort occurs. Developer's obligation to switch water service for fire suppression to the Redevelopment Property from the Fire Line Extension Project to new service provided by Neptune Beach shall be conditioned on Neptune Beach paying all hard and soft costs related to any new connection or extension of lines and other facilities (including, without limitation, backflow preventer and metering) for Neptune Beach water service for the fire suppression system of the Redevelopment Property. (c) Since the Fire Line Extension Project will provide a connection to a dedicated fire line and not general water service, Atlantic Beach shall charge and the Developer shall promptly pay, a monthly base rate for the fire system flows to the Redevelopment Property, 3 Exhibit 1 according to Atlantic Beach's approved rates for such water volumes and services, in accordance with the ordinances of Atlantic Beach (which may be changed from time to time). At such time as the Redevelopment Property is tied into the water system for Neptune Beach for fire system flows, water service charges shall be based upon the then current water service rates in accordance with the then existing ordinances of Neptune Beach. (d) Notwithstanding anything contained herein to the contrary, any water from the Atlantic Beach utility system used for any other purpose for the Redevelopment Property (including but not limited to construction, domestic, or irrigation use) shall be charged at 150% of Atlantic Beach's then -current highest -tier rate until the unauthorized use is corrected and all applicable fees are paid. (e) Atlantic Beach's obligation to provide fire -flow water service pursuant to this Agreement shall automatically terminate on the earlier of. (i) the date Neptune Beach commences providing adequate fire flow to the Redevelopment Property in accordance with the terms of this Agreement, or (ii) the date the Developer executes a utility service agreement with Atlantic Beach for general water service, subject to the consent of the City of Neptune Beach. Upon such termination pursuant to (i) above, Atlantic Beach may, at its sole option and upon 30 days' written notice, physically disconnect or lock the fire line at the point of connection to the Atlantic Beach system, at the sole cost of Neptune Beach. 3. Installation and Maintenance of System. All plans and specifications for the installation of the Fire Line Extension Project shall be subject to all required permits and approvals from FDEP and FDOT, in addition to Atlantic Beach and Neptune Beach. Upon completion of the installation of the Fire Line Extension Project and written acceptance by Atlantic Beach, all components shall be owned and maintained in accordance with Section 1(d) herein. The Developer shall execute and record a maintenance covenant in form satisfactory to Atlantic Beach requiring annual testing and certification of the reduced -pressure -zone (RPZ) backflow preventer at owner's expense by a licensed tester, with copies provided to Atlantic Beach. 4. Conditions and Requirements. (a) Developer's obligation under this Section consist of all costs for design, permitting, construction, installation, inspection, and testing of the Fire Line Extension Project solely as required for the Redevelopment Project in accordance with this Agreement and with Atlantic Beach requirements, and in accordance with the requirements of other applicable permitting authorities. (b) Developer shall connect the Fire Line Extension Project to the existing Atlantic Beach system at connection point or points approved by Atlantic Beach which the parties anticipate will be generally as depicted on Exhibit A. (c) Developer shall be responsible also for all costs of design, permitting, and construction of on-site improvements within the Redevelopment Project, including but not limited to design, material, permitting, and installation of sufficiently sized lines and other 4 Exhibit 1 appurtenances necessary to allow Atlantic Beach to serve the Redevelopment Project with fire line water service in accordance with this Agreement. (d) This Agreement and the easements granted herein shall be appurtenant to and run with the fee title to the lands herein described, and shall be for the benefit of, and binding upon, the parties and their respective successors and assigns. Developer and its successors and assigns shall be bound by this Agreement and all of the provisions herein shall run with the land. (e) Developer may elect to assign, transfer or convey its rights and obligations under this Agreement in whole or in part to a successor developer of all or any portion of the Redevelopment Property or a property owners association, which entities shall assume Developer's rights and obligations under this Agreement as the assigned rights and obligations to the extent arising from and after the date of the assignment. Developer shall provide (i) Atlantic Beach with prior written notice of any such assignment and copies of the form of assignment evidencing the assignment and assumption contemplated herein in a form acceptable to Atlantic Beach, in its respective discretion, and (ii) Neptune Beach with prompt written notice of the assignment. (f) Developer shall have no obligation to complete the Fire Line Extension Project prior to issuance of a certificate of occupancy for the improvements constructed pursuant to the first building permit for the Redevelopment Project issued by the City of Neptune Beach. (g) Indemnification. To the fullest extent permitted by law, Developer shall defend (with counsel reasonably acceptable to Atlantic Beach ), indemnify, and hold harmless the City of Atlantic Beach and its elected and appointed officials, officers, employees, agents, volunteers, and representatives (collectively, the "Atlantic Beach Indemnitees") from and against any and all claims, demands, causes of action, suits, damages, losses, liabilities, obligations, fines, penalties, judgments, costs, and expenses of any kind or nature whatsoever (including, but not limited to, reasonable attorneys' fees, paralegal fees, expert witness fees, court costs, and mediation or arbitration expenses incurred through all trial, appellate, and post judgment proceedings) (collectively, "Claims"), whether actual or alleged, to the extent arising out of, resulting from, or in any way connected with: (i) the installation of a Fireline Extension Project pursuant to plans that were not approved by Atlantic Beach; (ii) the construction, permitting, operation, maintenance, repair, replacement or use of the Fire Line Extension Project or any on- site fire protection facilities by Developer, (iii) any contamination, backflow, pressure surge, water quality degradation, or cross -connection introduced into the Atlantic Beach water system from the Redevelopment Property or the Fire Line Extension Project; (iv) any violation of federal, state, or local laws, regulations, or permits related to the Fire Line Extension Project, (v) damage to the Fire Line Extension Project caused by the negligence or willful misconduct of Developer, its employees, contractors or agents, or (vi) breach of this Agreement by Developer. This indemnification shall survive termination or expiration of this Agreement and shall continue in full force and effect as to any Claims arising from events occurring prior to such termination or expiration. Notwithstanding the foregoing, Developer's indemnification item (i), (ii) and (iii) listed above shall terminate one (1) year after completion of the Fire Line Extension Project. Nothing herein shall be construed as a waiver of the City of Atlantic Beach's sovereign immunity under §768.28, Florida Statutes, or any other applicable law. Exhibit 1 (h) Insurance. Prior to commencement of any construction activities and continuing uninterrupted through the course of construction, until Atlantic Beach's final acceptance of the Fire Line Extension Project, Developer shall obtain, or cause its general contractor to obtain and maintain, at its sole cost, the following insurance from insurers authorized to do business in Florida and rated A -VIII or better by A.M. Best: (1) Commercial General Liability (occurrence form) with limits of not less than $2,000,000 per occurrence and $4,000,000 general aggregate (aggregate to apply separately to this Project). Coverage shall include premises -operations, products/completed operations, contractual liability, and personal/advertising injury. (2) Business Automobile Liability covering owned, non -owned, and hired vehicles with a combined single limit of not less than $1,000,000 per accident. (3) Workers' Compensation and Employers' Liability in compliance with Florida statutory limits; Employers' Liability limits of $1,000,000 each accident/disease/policy limit. Additional Insured Status. The City of Atlantic Beach shall be named as an additional insured on all policies except Workers' Compensation and Pollution Liability using ISO forms CG 20 10 and CG 20 37 (or equivalent broader forms) for both ongoing and completed operations. The coverage afforded to Atlantic Beach as an additional insured shall be primary and non-contributory with respect to any insurance or self-insurance maintained by Atlantic Beach. Waiver of Subrogation. Owner and Developer waive, and shall require their insurers to waive, all rights of subrogation against the City of Atlantic Beach Certificates and Notice. Certificates of insurance and copies of all additional -insured endorsements shall be delivered to Atlantic Beach prior to commencement of construction and annually thereafter. All policies shall contain provisions requiring the insurer to provide Atlantic Beach at least thirty (30) days' prior written notice of cancellation, non -renewal, or material reduction in coverage. Failure to maintain required insurance shall constitute an immediate Event of Default permitting Atlantic Beach to suspend or disconnect water service without further notice. (i) Backflow Prevention and Cross -Connection Control. The fire line shall be protected by a reduced -pressure -zone (RPZ) assembly or air gap approved by Atlantic Beach. The Developer shall be solely responsible for annual testing, maintenance, and repair of the assembly and shall comply at all times with Atlantic Beach's cross -connection control ordinance. 0) No Third -Party Beneficiaries: No Additional Connections. Nothing in this Agreement shall be construed to confer water service rights on any person or entity other than the owner of the Redevelopment Property, its successors or assigns, as of the date of this Agreement. No additional taps, connections, or extensions from the Fire Line Extension Project 101 Exhibit 1 shall be permitted without the express written consent of Atlantic Beach and payment of all applicable fees. (k) Recordation. This Agreement and any easements granted hereunder shall be recorded by the Developer at its expense in the Public Records of Duval County, Florida within ten (10) days of the effective date of each said agreement or instrument. (1) Waiver of Restrictions under Fl. Stat. 252.422. Developer hereby affirms and agrees to the application and conditional approval of site plans, development permits, or development orders which may be provided by the City of Neptune Beach for the Fire Line Extension Project, and which may be considered otherwise restrictive or burdensome pursuant to Fl. Stat. 252.422. 5. Notices. Any notice, demand or request which may be permitted, required, or desired to be given in connection therewith shall be given in writing by personal delivery, overnight mail or e-mail and directed to Developer, Neptune Beach or Atlantic Beach as follows: Developer: TBR Neptune Owner, LLC Attn: Email: With a copy to its Driver, McAfee, Hawthorne & Diebenow attorneys: PLLC One Independent Drive, Suite 1200 Jacksonville, Florida 32233 Attn: Steve Diebenow, Esq. E-mail: sdiebenow@drivermcafee.com Neptune Beach: City of Neptune Beach 116 First Street, Neptune Beach, Florida 32266 Attn: Heather Whitmore, Community Development Director Email: cdd@nbfl.us 7 Exhibit 1 With a copy to Vose Law Firm, LLP its attorneys: 324 W. Morse Boulevard Winter Park, Florida 32789 Attn: Paul Waters, Esq. Email: paul@voselaw.com Atlantic Beach: City of Atlantic Beach 800 Seminole Road Atlantic Beach, FL 32233 Attn: City Manager Email: kHogencamp@coab.us With a copy to Burr & Forman, LLP its attorneys: 50 N. Laura Street, Suite 3000 Jacksonville, Florida 32202 Attn: Jason Gabriel, Esq. Email: jgabriel@burr.com Notices shall be deemed properly delivered and received (i) the same day when personally delivered; or (ii) one day after deposit for next day delivery with Federal Express, United Parcel Service or other commercial overnight courier operating in the jurisdiction of the Project; or (iii) the same day when sent by e-mail with a copy sent for next day delivery by Federal Express, United Parcel Service or other commercial overnight courier operating in Duval County, Florida. 6. Events of Default and Remedies. (a) Events of Default. Each of the following shall constitute an "Event of Default" by Developer or Owner (and their respective successors and assigns) under this Agreement: (i) Failure to maintain the insurance required hereunder or to name Atlantic Beach as an additional insured and provide certificates of insurance upon request; (ii) Any additional tap, connection, or extension from the Fire Line Extension Project made by or at the direction of Developer without Atlantic Beach's prior written consent; (iii) Failure to pay any charges assessed by Atlantic Beach for unauthorized water usage, testing overages, or damage to Atlantic Beach's system within thirty (30) days of invoice; (iv) Any material breach of the terms, covenants, or conditions of this Agreement by Developer that remains uncured for more than thirty (30) days after written notice from Atlantic Beach (b) Remedies of Atlantic Beach. Upon the occurrence of any Event of Default, Atlantic Beach shall have the right (in addition to and cumulative of all other rights and remedies 8 Exhibit 1 available at law or in equity) to exercise any one or more of the following remedies without further notice or opportunity to cure except as expressly set forth above: (i) Physically disconnect any additional connections or extensions of the water service through the Fire Line Extension Project (including, without limitation, locking, removing, or capping the connection at the point of tie-in to Atlantic Beach's water main) in violation of Section 6(a)(ii) of this Agreement at the sole cost and expense of Owner; (ii) Assess and collect from Owner charges for all water used for non -fire -suppression purposes at one hundred fifty percent (150%) of Atlantic Beach's then -current highest -tier commercial rate, plus any administrative fees, attorneys' fees, and costs of collection; (iii) Pursue specific performance, injunctive relief, or any other equitable remedy to compel compliance with this Agreement; and/or (iv) Recover from Developer/Owner all actual damages, costs, expenses, and reasonable attorneys' and paralegal fees incurred by Atlantic Beach as a result of the Event of Default; provided, however, that notwithstanding anything contained in this Agreement, Atlantic Beach shall not be entitled to recover, and hereby waives any other indirect, consequential, punitive, exemplary, extra -contractual, speculative or other such damages. (c) No Waiver; Cumulative Remedies. No delay or omission by Atlantic Beach or Neptune Beach in exercising any right or remedy shall operate as a waiver thereof, and a single or partial exercise of any right or remedy shall not preclude any further or other exercise thereof or the exercise of any other right or remedy. All remedies are cumulative and not exclusive. (d) Costs of Enforcement. In any action to enforce this Agreement or remedy an Event of Default, the prevailing party shall be entitled to recover its reasonable attorneys' fees, paralegal fees, expert fees, and costs through all trial and appellate levels. (e) If any Event of Default under the terms of the Agreement shall occur, then and in any such event, the Atlantic Beach shall, give written notice of such default(s) ("Notice of Default") to Developer's lender at its address as noticed to Atlantic Beach by certified mail, return receipt requested pursuant to Section 5 hereof, specifying the event of default and the methods of cure, or declaring that an event of default is incurable. During the period of thirty (30) days commencing upon the date the Notice of Default was given to Developer's lender, Developer's lender may cure any Event of Default. Notwithstanding the foregoing, in the event the Developer has not provided written notice to the Atlantic Beach by certified mail, return receipt requested pursuant to Section 5 of the name, address and contact information of Developer's lender, Atlantic Beach shall not have any obligation to provide a Notice of Default to Developer's lender. 7. Representations. The undersigned individual executing this Agreement on behalf of Developer represents and warrants to Atlantic Beach and Neptune Beach that: (i) Developer is a duly organized and validly existing limited liability company under the laws of the State of Delaware; (ii) Developer has full power and authority under its governing documents and applicable law to enter into this Agreement and to perform all of its obligations hereunder; and 9 Exhibit 1 (iii) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Developer, and this Agreement constitutes a valid and binding obligation of Developer, enforceable against Developer in accordance with its terms. 8. Governing Law, Venue, Jurisdiction, Sovereign Immunity. This Agreement and all matters arising out of or relating to this Agreement, including but not limited to its validity, interpretation, performance, breach, enforcement, and remedies, shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to its principles or rules of conflicts of law. Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in a court of competent jurisdiction located in Duval County, Florida. Each party hereto irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to the laying of venue therein based on forum non conveniens or any other grounds. Nothing in this Agreement shall be construed as a waiver of sovereign immunity or the limitations on liability set forth in Section 768.28, Florida Statutes, or any other applicable law, to the extent such waiver is prohibited by law. Each municipal party retains all immunities and defenses available under Florida law. 9. Public Records Compliance. This Agreement is subject to the public records compliance requirements of Chapter 119, Florida Statutes. Developer agrees to indemnify and hold the Cities harmless against any and all claims, damage awards, and causes of action arising from the developer's failure to comply with the public records disclosure requirements of Section 11 9.07(l), Florida Statutes, or by developer's failure to maintain public records that are exempt or confidential and exempt from the public records disclosure requirements, including, but not limited to, any third party claims or awards for attorneys' fees and costs arising therefrom. (Signatures on the following pages) 10 Exhibit 1 IN WITNESS WHEREOF, the parties hereto have executed this Interlocal Agreement as of the date and year first above written. Signature of Witness 1 Print Name of Witness 1 Mailing Address of Witness 1 Signature of Witness 2 Print Name of Witness 2 Mailing Address of Witness 2 State of FLORIDA County of DUVAL "DEVELOPER" TBR NEPTUNE OWNER, LLC, a Delaware limited liability company By: Print Name: Its: The foregoing instrument was acknowledged before me by means of (X) physical presence or ( ) online notarization, this day of , 2026 by the of TBR NEPTUNE OWNER, LLC, a Delaware limited liability company, on behalf of the company, who ( ) is personally known to me or who ( ) has produced as identification. (SEAL) Notary Public My Commission Expires: 11 Exhibit 1 IN WITNESS WHEREOF, the parties hereto have executed this Interlocal Agreement as of the date and year first above written. Signature of Witness 1 Print Name of Witness 1 Mailing Address of Witness 1 Signature of Witness 2 Print Name of Witness 2 Mailing Address of Witness 2 State of FLORIDA County of DUVAL "NEPTUNE BEACH" THE CITY OF NEPTUNE BEACH, a Municipal corporation By: Cori Bylund, Mayor ATTEST: City Clerk The foregoing instrument was acknowledged before me by means of (X) physical presence or ( ) online notarization, this day of , 2026 by Cori Bylund, the Mayor of THE CITY OF NEPTUNE BEACH, a Municipal corporation, and , the City Clerk, on behalf of the corporation, who ( ) are personally known to me or who () have produced as identification. (SEAL) Notary Public My Commission Expires: 12 Exhibit 1 IN WITNESS WHEREOF, the parties hereto have executed this Interlocal Agreement as of the date and year first above written. Signature of Witness 1 Print Name of Witness 1 Mailing Address of Witness 1 Signature of Witness 2 Print Name of Witness 2 Mailing Address of Witness 2 State of FLORIDA County of DUVAL "ATLANTIC BEACH" THE CITY OF ATLANTIC BEACH, a Municipal corporation By: Curtis Ford, Mayor ATTEST: Donna Bartle, City Clerk The foregoing instrument was acknowledged before me by means of (X) physical presence or ( ) online notarization, this day of , 2026 by Curtis Ford, the Mayor of THE CITY OF ATLANTIC BEACH, a Municipal corporation, and Donna Bartle, the City Clerk, on behalf of the corporation, who ( ) are personally known to me or who () have produced as identification. (SEAL) Notary Public My Commission Expires: 13 Exhibit 1 This Interlocal Agreement is approved by the undersigned as to correctness and form. Jason Gabriel, City Attorney for Atlantic Beach Paul Waters, City Attorney for Neptune Beach 14