8-14-23 Amended Agenda
City of Atlantic Beach
Amended Agenda
Regular City Commission Meeting
Monday, August 14, 2023 - 6:30 p.m.
Commission Chamber
City Hall, 800 Seminole Road
Atlantic Beach, FL 32233
INVOCATION AND PLEDGE TO THE FLAG
CALL TO ORDER
Page(s)
1. APPROVAL OF MINUTES
*
1.A.
Approve minutes of the Regular Commission Meeting held on July 24, 2023.
7-24-23 Regular City Commission Draft Minutes
5 - 19
2. COURTESY OF FLOOR TO VISITORS
2.A.
Lifeguard Presentations - Recognition for winning 2nd place at Regional
Competition as well as male and female rookie lifeguard of the year awards.
PUBLIC COMMENT
3. CITY MANAGER REPORTS
*
3.A.
Accept the 90-Day Calendar (Aug. - Oct. 2023)
90-Day Calendar (Aug. - Oct. 2023)
21 - 24
3.B.
Stormwater Master Plan Review
Stormwater Master Plan Review
25 - 38
*
3.C.
Discussion regarding City Manager position
4. REPORTS AND/OR REQUESTS FROM CITY COMMISSIONERS
5. UNFINISHED BUSINESS FROM PREVIOUS MEETINGS
None.
6. CONSENT AGENDA
None.
7. COMMITTEE REPORTS
None.
8. ACTION ON RESOLUTIONS
Page 1 of 104
Regular City Commission - 14 Aug 2023
*
8.A.
RESOLUTION NO. 23-26 (For Reconsideration with amendments)
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF ATLANTIC BEACH,
FLORIDA, AUTHORIZING THE EXECUTION OF A PURCHASE AND SALE AGREEMENT
BETWEEN THE CITY OF ATLANTIC BEACH AND HOOSE HOMES AND
INVESTMENTS, LLC, FOR THE PURCHASE OF 2.16+- ACRES OF REAL PROPERTY IN
ATLANTIC BEACH ON DORA DRIVE (PARCEL ID 172118 0000, 172119 0000,
172122 0000) FOR THE PRICE OF $1,075,000; DESIGNATING AMERICAN RESCUE
PLAN ACT FUNDS TO BE USED FOR THIS PURPOSE; AUTHORIZING THE CITY
MANAGER TO EXECUTE CONTRACTS, COMPLETE DUE DILIGENCE EFFORTS AND
PURCHASE ORDERS IN ACCORDANCE WITH AND AS NECESSARY TO EFFECTUATE
THE PROVISIONS OF THIS RESOLUTION; PROVIDING FOR CONFLICTS; AND
PROVIDING AN EFFECTIVE DATE.
Resolution No. 23-26
39 - 74
8.B.
RESOLUTION NO. 23-28
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA, AWARDING BID 2223-
07 MAYPORT RD WATER MAIN EXTENSION; AUTHORIZING THE CITY MANAGER
TO EXECUTE CONTRACTS AND PURCHASE ORDERS IN ACCORDANCE WITH AND
AS NECESSARY TO EFFECTUATE THE PROVISIONS OF THIS RESOLUTION; AND
PROVIDING AN EFFECTIVE DATE.
Resolution No. 23-28
75 - 78
8.C.
RESOLUTION NO. 23-29
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA, AWARDING BID
NUMBER 2223-03 PUBLIC WORKS BUILDING RENOVATION PROJECT;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACTS AND PURCHASE
ORDERS IN ACCORDANCE WITH AND AS NECESSARY TO EFFECTUATE THE
PROVISIONS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
Resolution No. 23-29
79 - 89
*
8.D.
RESOLUTION NO. 23-30 (Resolution Withdrawn: Candidate Withdrew)
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA, APPOINTING MIKE
NEW THE CITY MANAGER AND AUTHORIZING THE EXECUTION OF AN
EMPLOYMENT AGREEMENT DESIGNATING HIM AS SUCH EFFECTIVE SEPTEMBER
____, 2023; AUTHORIZING THE MAYOR TO EXECUTE THE DOCUMENTS
NECESSARY, INCLUDING BUT NOT LIMITED TO AN EMPLOYMENT AGREEMENT,
TO EFFECTUATE THE EMPLOYMENT OF MIKE NEW TO SERVE AS CITY MANAGER;
AND PROVIDING AN EFFECTIVE DATE.
Resolution No. 23-30
91 - 104
9. ACTION ON ORDINANCES
None.
10. MISCELLANEOUS BUSINESS
Page 2 of 104
Regular City Commission - 14 Aug 2023
None.
11. CITY ATTORNEY/CITY CLERK REPORTS AND/OR REQUESTS
12. CLOSING COMMENTS BY CITY COMMISSIONERS AND CITY MANAGER
13. ADJOURNMENT
This meeting will be live-streamed and videotaped. The video recording will be posted within
four business days on the City's website. To access live or recorded videos, click on the
Meeting Videos tab on the city's home page at www.coab.us.
If any person decides to appeal any decision made by the City Commission with respect to
any matter considered at any meeting, such person may need a record of the proceedings,
and, for such purpose, may need to ensure that a verbatim record of the proceedings is made,
which record shall include the testimony and evidence upon which the appeal is to be based.
Any person wishing to speak to the City Commission on any matter at this meeting should
submit a request to the City Clerk prior to the meeting. For your convenience, forms for this
purpose are available at the entrance to the Commission Chamber.
Every effort is made to indicate what action the City Commission is expected to take on each
agenda item. However, the City Commission may act upon any agenda subject, regardless of
how the matter is stated on the agenda.
In accordance with the Americans with Disabilities Act and Section 286.26, Florida Statutes,
persons with disabilities needing special accommodation to participate in this meeting should
contact the City Clerk’s Office at (904) 247-5821 or at City Hall, 800 Seminole Road, Atlantic
Beach, FL 32233, no later than 5:00 PM on the Thursday prior to the meeting.
Page 3 of 104
Page 4 of 104
Regular City Commission
July 24, 2023
MINUTES
Regular City Commission Meeting
Monday, July 24, 2023 - 6:30 PM
Commission Chamber
City Hall, 800 Seminole Road
Atlantic Beach, FL 32233
INVOCATION AND PLEDGE OF ALLEGIANCE
CALL TO ORDER:
Following the Pledge of Allegiance, Mayor Ford called the meeting to order at 6:35 PM. CC Bartle
called the roll.
ATTENDANCE:
Present: Curtis Ford, Mayor - Seat 1
Bruce Bole, Commissioner - Seat 2
Michael Waters, Commissioner - Seat 3
Candace Kelly, Commissioner - Seat 4
Jessica Ring, Commissioner - Seat 5
Also Present: Joe Gerrity, Interim City Manager (CM)
Jason Gabriel, City Attorney (CA)
Donna Bartle, City Clerk (CC)
Ladayija Nichols, Deputy City Clerk (DCC)
Kevin Hogencamp, Deputy City Manager (DCM)
Victor Gualillo, Police Chief (PC)
Steve Swann, City Engineer (CE)
Mayor Ford requested to move the Boys' and Girls' Club Resolution directly after
Item 2.A.
MOTION: Move up the Item (8A) of the Boys' and Girls' Club to right after Yarborough's
Presentation (Agenda Item 2.A).
Motion: Jessica Ring
Second: Bruce Bole
Curtis Ford For
Bruce Bole (Seconded By) For
Michael Waters For
Candace Kelly For
Jessica Ring (Moved By) For
Page 1 of 15
Agenda Item #1.A.
14 Aug 2023
Page 5 of 104
Regular City Commission
July 24, 2023
Motion passed 5 to 0.
1 APPROVAL OF MINUTES
1A. Approve minutes of the Special Town Hall Meeting on June 27, 2023.
Mayor Ford asked if there were any corrections or changes needed. There were no
corrections to the minutes. Mayor Ford stated the minutes stand as submitted.
2. COURTESY OF FLOOR TO VISITORS
2.A. Presentation of check for Aquatic Gardens Drainage Improvements (Senator
Yarborough and State Representative Michael)
Senator Yarborough and State Representative Michael spoke and presented a $500,000
check to the City. Mayor Ford expressed gratitude.
8A. RESOLUTION NO. 23-23
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF ATLANTIC
BEACH, FLORIDA, AUTHORIZING AN AGREEMENT BETWEEN THE CITY
OF ATLANTIC BEACH AND THE BOYS’ AND GIRLS’ CLUBS OF
NORTHEAST FLORIDA, INC., FOR PROGRAMMING MANAGEMENT OF
GAIL BAKER COMMUNITY CENTER AND JORDAN PARK COMMUNITY
CENTER; AUTHORIZING THE CITY MANAGER TO EXECUTE
CONTRACTS AND PURCHASE ORDERS IN ACCORDANCE WITH AND AS
NECESSARY TO EFFECTUATE THE PROVISIONS OF THIS RESOLUTION;
PROVIDING FOR CONFLICTS; AND PROVIDING AN EFFECTIVE DATE.
Mayor Ford opened floor to public comments on this item.
Amy Rose commented on this item.
Mayor Ford read the title of the resolution.
CM Gerrity explained the item as detailed in the agenda packet.
MOTION: Adopt Resolution 23-23 as read.
Motion: Candace Kelly
Second: Jessica Ring
Curtis Ford For
Bruce Bole For
Michael Waters For
Candace Kelly (Moved By) For
Jessica Ring (Seconded By) For
Page 2 of 15
Agenda Item #1.A.
14 Aug 2023
Page 6 of 104
Regular City Commission
July 24, 2023
Motion passed 5 to 0.
PUBLIC COMMENT
Mayor Ford explained the process for public comments and opened the Courtesy of the
Floor to Visitors. CC Bartle called each speaker to the podium.
Cindy Anderson spoke about Resolution No. 23-26.
Brinkley Harrell commented on the millage rate.
Amy Rose spoke about the CM search.
Emilio Perez expressed concerns regarding city staff pay.
Mark Gabrynowicz spoke about ESC and made recommendations regarding the
budget. He also complimented Director of Cultural Arts & Recreation, Latrenia Thomas
on her work with Shakespeare in the Park. He addressed the Charter Review Committee
(CRC) and would like to see more environmental leadership.
Gregory Powell commented on Resolution No. 23-26.
Dr. Nancy Staatz commented on Resolution No. 23-26 and the CM search process.
Jim Wheatley commented on the Dora Drive property.
Jackie Beckenbach expressed concerns about the process for hiring a CM and
appointing CRC members.
Susanne Barker expressed concerns about the process for hiring the CM.
Mitchell Reeves encouraged the Commission to keep the importance of stormwater
management in mind.
3. CITY MANAGER REPORTS
3.B. CM Gerrity provided additional updates
CM Gerrity explained the upcoming CM process. He announced the budget workshop
on 7/26/23 at 5:30 p.m. He mentioned that the fallen trees in Johansen Park have been
a recent concern and that an arborist would be out to look at the trees soon. He clarified
that Tri-Bridge Residential has plans to build a hotel, retail space and a brewery at the
old K-Mart plaza in Neptune Beach. He spoke about the budget adoption meeting date
change due to a conflict with the Duval County School Board.
3.A. Accept the 90-Day Calendar (July-Sept. 2023)
Page 3 of 15
Agenda Item #1.A.
14 Aug 2023
Page 7 of 104
Regular City Commission
July 24, 2023
MOTION: Accept the 90-Day calendar.
Motion: Bruce Bole
Second: Michael Waters
Curtis Ford For
Bruce Bole (Moved By) For
Michael Waters (Seconded By) For
Candace Kelly For
Jessica Ring For
Motion passed 5 to 0.
4. REPORTS AND/OR REQUESTS FROM CITY COMMISSIONERS
Commissioner Ring
• Thanked all of the CM candidates, CM Gerrity for his help during the process, and
citizens for their input during the process.
• Mentioned that she supports Mr. Drysdale as a candidate but would abstain from a vote.
Commissioner Waters
• Thanked the public for their input in the CM process
• Commented about emails from residents.
• Expressed his opinion that Mr. Drysdale is not the right person for the job.
Spoke about the interview process.
Commissioner Bole
• Congratulated the Community Presbyterian Church for the food event they hosted for
the homeless.
• Spoke about his experience in the HR Department in the Navy as it relates to hiring
processes.
• Explained he would bring a resolution forward to standardize a process for CRC, charter
officers, and other positions.
• Mentioned he has spoken with the CM candidates on the phone.
Commissioner Kelly
• Agreed that better tools should be implemented for interviews and other procedures.
• Spoke about not putting anything in the budget about pickleball until the park’s plan is
reopened.
• Stated she has also completed phone interviews with the CM candidates.
Mayor Ford spoke about the CM process.
5. UNFINISHED BUSINESS FROM PREVIOUS MEETINGS
None.
Page 4 of 15
Agenda Item #1.A.
14 Aug 2023
Page 8 of 104
Regular City Commission
July 24, 2023
6. CONSENT AGENDA
6.A. Authorize the City Manager to sign the attached amendment to the three-year
(2022-2025) agreement with the Union.
Commissioner Kelly opted to pull this item for discussion.
CM Gerrity explained the details on which the unions were in agreement.
MOTION: Approve Item 6A (as written).
Motion: Jessica Ring
Second: Bruce Bole
Curtis Ford For
Bruce Bole (Seconded By) For
Michael Waters For
Candace Kelly For
Jessica Ring (Moved By) For
Motion passed 5 to 0.
7. COMMITTEE REPORTS
None.
8. ACTION ON RESOLUTIONS
8.B. RESOLUTION NO. 23-24
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA,
AUTHORIZING THE EXPENDITURES OF FUNDS FROM THE TREE
CONSERVATION TRUST FUND FOR DEFINED TREE PLANTINGS ON
PUBLICLY OWNED LANDS WITHIN THE CITY OF ATLANTIC BEACH.
Mayor Ford read the title of the resolution.
CM Gerrity explained the resolution as detailed in the agenda packet.
MOTION: Adopt Resolution No. 23-24.
Motion: Michael Waters
Second: Jessica Ring
Commissioner Ring asked for information regarding how these specific funds would be used.
CM Gerrity stated the funds would be used to study the tree canopy.
Curtis Ford For
Bruce Bole For
Page 5 of 15
Agenda Item #1.A.
14 Aug 2023
Page 9 of 104
Regular City Commission
July 24, 2023
Michael Waters (Moved By) For
Candace Kelly For
Jessica Ring (Seconded By) For
Motion passed 5 to 0.
8.C. RESOLUTION NO. 23-25
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA,
AUTHORIZING THE CITY TO ACCEPT THE 2021 JUSTICE ASSISTANCE
GRANT PROGRAM
Mayor Ford read the title of the resolution.
Chief Gualillo corrected the title of the resolution (which is attached hereto and made a
part of this Official Record as Attachment A).
Commissioner Waters explained that he was okay with not getting another bid, but
expressed that the cameras and signs did not help the noise issue. Chief Gualillo
answered questions about the use, location, and life expectancy of the camera equipment.
7-24-23 Attachment A
MOTION: Approve Resolution No. 23-25 as amended.
Motion: Candace Kelly
Second: Michael Waters
Curtis Ford For
Bruce Bole For
Michael Waters (Seconded By) For
Candace Kelly (Moved By) For
Jessica Ring For
Motion passed 5 to 0.
8.D. RESOLUTION NO. 23-26
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF ATLANTIC
BEACH, FLORIDA, AUTHORIZING THE EXECUTION OF A PURCHASE
AND SALE AGREEMENT BETWEEN THE CITY OF ATLANTIC BEACH AND
HOOSE HOMES AND INVESTMENTS, LLC, FOR THE PURCHASE OF 2.16+-
ACRES OF REAL PROPERTY IN ATLANTIC BEACH ON DORA DRIVE
(PARCEL ID 172118 0000, 172119 0000, 172122 0000) FOR THE PRICE OF
$1,075,000; DESIGNATING AMERICAN RESCUE PLAN ACT FUNDS TO BE
USED FOR THIS PURPOSE; AUTHORIZING THE CITY MANAGER TO
EXECUTE CONTRACTS, COMPLETE DUE DILIGENCE EFFORTS AND
PURCHASE ORDERS IN ACCORDANCE WITH AND AS NECESSARY TO
EFFECTUATE THE PROVISIONS OF THIS RESOLUTION; PROVIDING FOR
CONFLICTS; AND PROVIDING AN EFFECTIVE DATE.
Page 6 of 15
Agenda Item #1.A.
14 Aug 2023
Page 10 of 104
Regular City Commission
July 24, 2023
Mayor Ford read the title of the resolution.
Commissioner Bole asked if this purchase would save the City long term. CE Swann
responded it would save the City money long term. Commissioner Bole confirmed the
property should be purchased to help with resiliency and stormwater issues. CE Swann
confirmed.
Commissioner Waters asked about the length of the due diligence period, and CA
Gabriel responded 45 days was tentatively agreed upon. CE Swann spoke about phases
one and two of the evaluation plan. There was further discussion about the due diligence
period.
Commissioner Ring asked about the liability wording, and CA Gabriel provided details.
Commissioner Ring spoke about the possibility of extending the due diligence period
and proposed a 90-day period. She asked if there would be an opportunity to cancel the
agreement if, during the evaluation period, issues arose. CA Gabriel confirmed there
would be options for the deal to be withdrawn and answered additional questions.
MOTION: Approve Resolution No. 23-26 with an amendment to the agreement (changing
the due diligent period to 90 days).
Motion: Bruce Bole
Second: Candace Kelly
Mayor Ford spoke in support of the resolution, noting that it is a stormwater project. He
expressed interest in finding out if a tree survey would be necessary before closing.
CA Gabriel noted scrivener errors which he plans to amend in the contract.
Curtis Ford For
Bruce Bole (Moved By) For
Michael Waters For
Candace Kelly (Seconded By) For
Jessica Ring For
Motion passed 5 to 0.
8.E. RESOLUTION NO. 23-27
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF ATLANTIC
BEACH, FLORIDA, ESTABLISHING THE PROPOSED MILLAGE RATE, THE
CURRENT YEAR ROLLED-BACK RATE, AND THE DATE, TIME AND
PLACE FOR THE FIRST AND SECOND PUBLIC HEARINGS TO CONSIDER
THE PROPOSED FISCAL YEAR 2023-24 MILLAGE RATE AND BUDGET AS
REQUIRED BY LAW; DIRECTING THE CITY MANAGER TO FILE SAID
RESOLUTION WITH THE PROPERTY APPRAISER OF DUVAL COUNTY
Page 7 of 15
Agenda Item #1.A.
14 Aug 2023
Page 11 of 104
Regular City Commission
July 24, 2023
PURSUANT TO REQUIREMENTS OF FLORIDA STATUTES AND THE
RULES AND REGULATIONS OF THE DEPARTMENT OF REVENUE OF THE
STATE OF FLORIDA; PROVIDING FOR CONFLICTS; AND PROVIDING AN
EFFECTIVE DATE.
Mayor Ford read the title of the resolution.
CM Gerrity noted a date change with the public hearing and the due date. He spoke about
the amendment (which is attached hereto and made a part of this Official Record as
Attachment B) and explained the item. He spoke about pending revenue sources from
the state and noted the millage rate at 3.1035 mils.
Mayor Ford explained a decision needed to be made about the millage rate for the TRIM
notice. The decision would be included in the TRIM notice sent to residents.
Commissioner Bole spoke about the effects of moving the millage rate back and that
moving it forward in the future is difficult.
7-24-23 Attachment B
MOTION: Approve Resolution No. 23-27 as amended.
Motion: Bruce Bole
Second: Michael Waters
Curtis Ford For
Bruce Bole (Moved By) For
Michael Waters (Seconded By) For
Candace Kelly For
Jessica Ring For
Motion passed 5 to 0.
9. ACTION ON ORDINANCES
None.
10. MISCELLANEOUS BUSINESS
None.
11. CITY ATTORNEY/CITY CLERK REPORTS AND/OR REQUESTS
None.
12. CLOSING COMMENTS BY CITY COMMISSIONERS AND CITY MANAGER
CM Gerrity spoke about the CM interview process and looks forward to spending time with
each candidate.
Page 8 of 15
Agenda Item #1.A.
14 Aug 2023
Page 12 of 104
Regular City Commission
July 24, 2023
Commissioner Bole said the City is lucky to have a tree fund. He thanked the CM and CA for
their support. He mentioned the pickleball group would be attending an upcoming budget
meeting.
Commissioner Kelly mentioned “Back to School with BEAM” is being held on July 29, 2023
and encouraged donations.
Commissioner Waters spoke about DCM Hogencamp and the CM position and expressed his
support for DCM Hogencamp being considered for the CM position.
Commissioner Ring thanked the public for their participation and interest in the topics
discussed at the meeting. She reminded everyone about Friday's upcoming meet and greet and
public interviews on Saturday.
13. ADJOURNMENT
The meeting adjourned at 8:46 p.m.
Attest:
Date Approved:_________________
Donna L. Bartle, City Clerk Curtis Ford, Mayor
Page 9 of 15
Agenda Item #1.A.
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Agenda Item #1.A.
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Attachment A to
7-24-23 Minutes
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Agenda Item #1.A.
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Attachment A to
7-24-23 Minutes
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Agenda Item #1.A.
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Attachment B to
7-24-23 Minutes
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Agenda Item #1.A.
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Attachment B to
7-24-23 Minutes
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Agenda Item #1.A.
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Attachment B to
7-24-23 Minutes
Page 15 of 15
Agenda Item #1.A.
14 Aug 2023
Page 19 of 104
Page 20 of 104
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
AGENDA ITEM:90-Day Calendar for the Mayor and Commission
SUBMITTED BY:Yvonne Calverley,Executive Assistant to the City Mana
ger%
CJ
TODAY’S DATE:August 8,2023
MEETING DATE:August 14,2023
BACKGROUND:The 90-day calendar is included on the agenda for the purpose of
setting meeting dates and determining the location,time and whether to videotape special
meetings and workshops.The rolling 90-day calendar will be revised after receiving input from
City staff and the Commission,and will be included in each agenda for consideration.
NOTES:
1)Budget Workshops have been scheduled for 5:30 pm on the following dates:
August 24
*2)A Town Hall Meeting is scheduled at 10 am on Saturday,Oct.14 in the Jordan Park
Community Center.
BUDGET:None
RECOMMENDATION:Approve the 90-Day Calendar for August —October 2023
ATTACHMENT:1)Mayor and Commission 90-Day Calendar (August October 2023)
BY CITY MANAGER:
Agenda Item #3.A.
14 Aug 2023
Page 21 of 104
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Agenda Item #3.A.14 Aug 2023
Page 24 of 104
SUBMITTED BY:Joe Gerrity
TODAY’S DATE:August 3,2023
AGENDA ITEM:Jones Edmunds Stormwater Master Plan Review
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
MEETING DATE:August 14,2023
BACKGROUND:Jones Edmunds will give a review of the Stormwater Master Plan approved
by the City Commission in 2018.
BUDGET:None
RECOMMENDATION:None
ATTACHMENT(S):On Site Storage Review
Impervious Area Drainage Impact Analysis
REVIEWED BY CITY MANAGER:
Agenda Item #3.B.
14 Aug 2023
Page 25 of 104
D RAFT
2
On-Site Storage Calculation Review
Agenda Item #3.B.
14 Aug 2023
Page 26 of 104
DRAFT
TECHNICAL MEMORANDUM
TO:
FROM:
Scott Williams,Public Works Director
Brian Icerman,PE;Jarrod Hirneise,PE
1
Onsite Storage Calculation Review
DATE:October 2,2018
SUBJECT:Onsite Storage Calculation Review
Jones Edmunds Project No.08505-003-01
Section 24-66 of the City of Atlantic Beach's Zoning,Subdivision,and Land Development
Regulations requires that the difference between the pre-and post—development volume of
stormwater runoff be stored on-site for rainfall depths up to the 25-year/24-hour return period
depth if 400 square feet or more of new impervious area is added.The City previously
developed a methodology using a Microsoft Excel spreadsheet to calculate pre—and post-
development runoff volumes to determine how much on-site storage volume is required and
compares the required volume to the actual storage volume provided.The City has asked
Jones Edmunds to review the City's methodology and the validity/accuracy of the assumptions
and parameters used in the calculations.This Technical Memorandum summarizes the findings
and recommendations from the review.
The first step of the City's on-site storage calculator is generating pre-and post—development
runoff volumes.The runoff volumes are calculated by multiplying an area-weighted runoff
coefficient by the 25-year/24-hour rainfall depth and the parcel area.The difference between
the pre-and post—development runoff is then calculated to determine the volume of storage
that must be provided.This methodology is valid and within common engineering practices for
completing this type of analysis.
We completed a detailed review of each parameter used to calculate the runoff volumes and
summarized our review and findings below.
The calculator assumes a rainfall depth of 9.3 inches for the 25-year/24-hour event.We
compared this depth to the latest rainfall data source available,the National Oceanic and
Atmospheric Administration's (NOAA)Atlas 14.The 25-year/24-hour rainfall depth for the City
of Atlantic Beach is 9.2 inches based on NOAA Atlas 14.The City has consistently used 9.3
inches since the on-site storage ordinance was passed.Hydrologically,the difference between
08505—O03—
O2October 2018
2 PRE-AND POST-DEVELOPMENT RUNOFF VOLUME
On-Site Storage Calculation Review
1 INTRODUCTION
Agenda Item #3.B.
14 Aug 2023
Page 27 of 104
DRAFT
Figure 1 Runoff Coefficient Table
using 9.3 inches versus 9.2 inches is nominal,therefore,using 9.3 inches for the 25—year/24-
hour rainfall depth is valid.
The calculator uses runoff coefficients of 0.2 for pervious surfaces and 1.0 for impervious
surfaces to calculate pre—and post—development composite runoff coefficients.Using a runoff
coefficient of 1.0 for impervious surfaces is common practice and valid because the rainfall
landing on impervious surfaces will not infiltrate and will run off.
Using a runoff coefficient of 0.2 for pervious surfaces is at the upper end of the range of
commonly used values for lawns in flat landscapes with slopes from 0 to 2 percent.According
to the table in Figure 1 from the Florida Department of Transportation's 1987 Drainage Design
Guide,runoff coef?cients for lawns in design storms with return periods less than or equal to
10 years range from 0.05 for sandy soils to 0.17 for clayey soils.As shown,to convert these
values to coefficients that can be used for the 25-year return period the coef?cients must be
multiplied by 1.1,which moves the range to 0.06 for sandy soils and 0.19 for clayey soils.
According to the Natural Resource Conservation Service's web soil survey,a majority of the
soil in the City is classified as sandy,which means that the runoff coefficient should fall on the
lower end of this range.
2
Onsite Storage Calculation Review
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0.05 0.10
0.75 0.95
0.10 0.I5
0.I5 0.20
0.30 0.35
0.35 0.45
0.45 0.60
0.50 0.95
0.I0 0.l5
0.95 0.95
0.80 0.95
0.15 0.20
0.20 0.25
0 35 0.50
0.40 0.55
0.50 0.70
0.50 0.95
0.15 0.20
0.95 0.9.5
085 0.95
0 20 0.25
0.25 0.35
0.40 0.55
0.45 0.60
0 60 0.75
0.60 0.95
City Soils
Min.
0.83
0.90
0.15
0.20
0.35
0.40
0.50
0.50
0.I8
0.05
0.90
0.20
0.25
0.40
0.45
0.60
0.60
0.25
0.95
0.90
0.25
0.30
0.50
0.55
0.65
0.65
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0.95
0.20
0.25
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0.95
(L22
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(L25
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0.60
0.80
0.95
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0.95
0.95
0.30
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0.70
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0.95
08505-003-02
October 2018
Table 24-1.Rumio?‘Cot?icients (Q for I:DesignStorm Return Period uI’Ten Years or
Lcss
2.2 RUNOFF COEFFICIEN
Agenda Item #3.B.
14 Aug 2023
Page 28 of 104
Lowering the runoff coefficient used in the calculator would reduce the pre-development runoff
volume and increase the amount of storage required on-site.While the values are currently
close to falling within the generally accepted range,they are skewed to benefit the applicant.
Lowering this value would shift some of the burden of handing the additional runoff from the
City to the applicants.The degree to which the runoff value is changed will determine how
much or how little of this burden is shifted.If the City chooses to use the average sandy soil
value it would change the runoff coefficient from 0.2 to 0.08.
Once the required on-site storage volume is determined,the provided on-site storage volume
is calculated by summing the surface storage provided in the retention area on the parcel and
the sub-surface storage provided in the soil column below the retention area.The provided
storage is calculated and then compared to the required storage volume to determine if
enough storage has been provided to retain the additional runoff volume.This methodology is
valid and within common engineering practices for completing this type of analysis.
We completed a detailed review of each parameter and calculation used to determine the
onsite storage volume provided and summarized our review and findings below.
The surface storage provided is calculated by averaging the area at the bottom of the storage
area and the area at the top of the storage area and multiplying by the depth of the storage
area.The methodology assumes a constant side-slope is provided within the storage area,
which is typically valid.This methodology is valid and within common practice for completing
this type of storage volume calculation.
The subsurface storage provided in the soil column below the surface storage area is calculated
by multiplying the area of the surface storage by the estimated depth to the seasonal high
water table (SHWT)and the fillable porosity/pore factor of the soil.This yields the volume of
open void space in the soil column that can be used for water storage.
Currently,the subsurface storage calculation is doub|e—counting and over-estimating the
amount of storage that is available in the soil column because it does not reduce the soil
storage capacity under the retention area to account for the rainfall volume that immediately
infiltrates into the soil and does not runoff.To account for this,we recommend using a runoff
coefficient of 1.0 for the storage area instead of the 0.2 runoff coefficient that is currently
being used.Using a runoff coefficient of 1.0 for the storage area will ensure that the rainfall
volume infiltrating at the pond is accounted for in the storage calculation.
The subsurface storage calculation assumes a soil fillable porosity/pore factor of 0.3 for the
subsurface storage calculation.This means that 30 percent of the soil column volume is void
and available for runoff retention.As part of the Stormwater Master Plan Update project,Jones
Edmunds calculated the fillable porosities of the Natural Resources Conservation Service
08505-003-02 3
October 2018 Onsite Storage Calculation Review
3.1 SURFACESTORAGECALCULATIO
SUBSURFACE STORAGECALCULATIO
STORAGE CALCULATION
Agenda Item #3.B.
14 Aug 2023
Page 29 of 104
DRAFT
(NRCS)soil types within City limits using data from the University of Florida's Institute of Food
and Agricultural Sciences (UF IFAS)Florida Soil Characterization Data Retrieval System
database.We calculated an average fillable porosity across the City of approximately 0.4.
Based on our calculations using a pore factor of 0.3 is slightly conservative and likely
underestimates the subsurface pore space available.
The subsurface storage calculation assumes a constant SHWT elevation of 3.0 feet across the
City.This elevation is used to determine the depth of the soil column available for soil storage
by subtracting this elevation from the elevation of the bottom of the on—site surface storage
area.Based on a desktop review of NRCS soils data,pond break line elevations in the 2007
Duval County Light Detection and Ranging (LiDAR)digital elevation model (DEM),and St.
Johns River Water Management District (SJRWMD)permit data for developments within the
City,the assumption of a constant groundwater table elevation across the City does not appear
to be valid.According to the NRCS soils data,the SHWT depth for the City is typically within 2
feet of the surface with a majority of it being within 1 foot of the surface.This means that the
water table elevation should vary as the surface elevation varies.
We reviewed the water surface elevations of wet detention stormwater ponds in the
2007 LiDAR DEM.Based on the water surface elevations in the DEM,the groundwater table
elevation appears to vary with the surface elevation.Ponds at higher elevations have higher
water level elevations in the DEM,and ponds in lower-lying areas have lower water-level
elevations in the DEM.
We reviewed SJRWMD permit data obtained from the SJRWMD’s website for the new RaceTrac
gas station being built on Mayport Road and the Caliber Collision on Mayport Road.These
developments are on a ridge that runs through the City and have site elevations between 12
and 13 feet North American Vertical Datum (NAVD)88 based on the DEM.According to the
geotechnical borings for the RaceTrac gas station,the groundwater table was encountered at
approximately 5 feet below the surface or an approximate elevation of 8 feet NAVD88 and the
Geotechnical Report estimates that the SHWT for the site is at an elevation of 10 feet NAVD88.
The pond normal water level for the Caliber Collision is an elevation of 9.8 feet NAVD88 and is
estimated to be 1 foot below the surface.According to SJRWMD permitting criteria,orifice
elevations in wet detention stormwater ponds are set at the estimated SHWT elevation.
Using a water table elevation of 3 feet NAVD88 significantly benefits the applicants in a
majority of the City,creating additional burden on the City's stormwater system.Using a water
table depth of 1 foot below the surface may be too conservative for some of the higher
elevation lots along east of Sherman Creek.Based on these findings,we recommend that the
City hire a certified soil scientist to collect soil samples throughout the City at various
elevations to better characterize how the SHWT varies across the City.The soil scientist should
estimate the depth to SHWT based on indicators within the soil column.We believe the City
could likely then be divided into zones that would more accurately represent the depth to the
SHWT.Alternatively,a depth to SHWT of 1 or 2 feet could be used as a conservative estimate
across the City unless site-specific data are provided that shows a greater depth to SHWT
08505-003-02 4
October 2018 Onsite Storage Calculation Review
Agenda Item #3.B.
14 Aug 2023
Page 30 of 104
DRAFT
ttachment 1
Impervious rea Drainage Impact
nal sis
Agenda Item #3.B.
14 Aug 2023
Page 31 of 104
TECHNICAL MEMORANDUM
Impervious Area Drainage Impact Analysis
TO:Scott Williams,Public Works Director
FROM:Brian Icerman,PE;Jarrod Hirneise,PE
DATE:October 9,2018
SUBJECT:Impervious Area Drainage Impact Analysis
Jones Edmunds Project No.08505-003-02
The City of Atlantic Beach has experienced an increasing amount of impervious area on
residential lots,particularly in the area east of Sherman-Puckett Creek and south of Saturiba
Drive where larger lots are commonly being subdivided into multiple lots with additional
impervious area.Additional impervious area reduces the ability for stormwater to infiltrate into
subsurface soil storage,increasing the volume and rate at which stormwater runoff is
generated.The City is concerned with how this increase in impervious area and runoff will
impact the existing stormwater collection system in these areas.The City's development code
currently allows residential lots to be 50 percent covered by impervious area.We analyzed the
impact of increasing impervious coverage on the City's stormwater collection system and how
much of that impact could be mitigated by reducing the allowable impervious area on
residential lots.
Jones Edmunds previously developed a hydrologic and hydraulic (H&H)model of the City's
stormwater system using Streamline Technologies Inc.Interconnected Pond and Channel
Routing Version 4.03.02 (ICPR4)as part of the City of Atlantic Beach Stormwater Master Plan
Update project.The model was developed at the scale appropriate for evaluating potential
stormwater improvement projects that will be included in the City's Capital Improvement Plan
(CIP).The original model did not contain enough detail to quantify the impacts of increasing
impervious areas on local-scale stormwater collection systems.To analyze the impacts of
redevelopment we selected a representative basin within the existing model,increase the
modeled |evel—of—detail within that basin,and run model simulations to show the impact of
increased impervious area on the stormwater system.The following sections outline the steps
taken to evaluate the impacts of additional impervious area,the results of the analysis,and
recommendations.
Figure 1 shows the representative area of interest (AOI)selected by Jones Edmunds from the
existing ICPR4 model to increase the model level-of—detail within.This area was selected
primarily because it contained several larger parcels with relatively low existing impervious
08505-003-02 1
October 2018 Impervious Area Drainage Impact Analysis
EXISTING CONDITIONS MODEL UPDATES
1 INTRODUCTION
Agenda Item #3.B.
14 Aug 2023
Page 32 of 104
Figure 1 Study AOI
DRAFT
surface coverage that have potential to be redeveloped with significantly more impervious
surface coverage.
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Legend
Area of interest
Existing Inlet
Existing Cutvert
Jones Edmunds subdivided this area into 22 local-scale stormwater basins with an average
contributing area of 0.84 acre.We characterized the hydrologic conditions in the new model
basins using TR-55 curve number methodology with directly connected impervious area (DCIA)
percentages.
We digitized the existing impervious surfaces using Nearmap’s high-resolution imagery
collected on May 4,2018.City permit data was also reviewed from the previous 5 years for
parcel-specific permitted impervious area calculations and plans sets.We incorporated this
data into our impervious area dataset and calculations where available.The aerial imagery and
permit data were used to identify locations where pavers have been installed.According to City
development codes,pervious pavers are considered 50 percent pervious when calculating the
total impervious area of a parcel.We identified approximately 28,000 square feet of pavers in
the AOI,which is approximately 4 percent of the total impervious surface.After reviewing the
permit data provided by the City and determining that most of the pavers in the AOI were
permitted as 50 percent pervious,we decided to model all of the paver surfaces as if they were
50 percent pervious.We also considered pool footprints to be pervious based on current City
development codes.
We used the impervious surface spatial dataset to determine the unconnected and directly
connected impervious area percentages for each of the new basins.We developed a composite
curve number representing the hydrologic response from the non-DCIA area for the basins.We
08505-003-02 2
October 2018 Impervious Area Drainage Impact Analysis
1 noncanals 500 ‘
2.1 HYDROLOGIC UPDATE
Agenda Item #3.B.
14 Aug 2023
Page 33 of 104
DRAFT
used an open land curve number of 65 for all of the basins based on soil data obtained from
the Natural Resource Conservation Service's (NRCS)Web Soil Survey.
Jones Edmunds added 26 nodes,20 pipe links,and 34 overland flow weir links to model the
local—sca|e hydraulics in this area.The City's stormwater asset database was used to determine
pipe shape,size,inverts,and material.We used a 5—foot by 5-foot digital elevation model
(DEM)created using the 2007 Florida Department of Emergency Management (FDEM)Light
Detection and Ranging (LiDAR)data to parameterize the overland flow weir connections and
assign stage-area relationships to the nodes.
Jones Edmunds used the impervious surface spatial dataset,permit data,and Duval County
Parcels spatial data to estimate the existing impervious surface percentage of each parcel
within the A01.We determined that approximately 35 percent of the parcels within the A01
were at or above the 50 percent allowable impervious surface limit and approximately
70 percent of the parcels were above 40 percent impervious surface coverage in existing
conditions.The existing average impervious surface percentage was approximately 45 percent.
Section 24-66 of the City's Land Development Code requires that the difference between the
pre-development and post—development volume of stormwater runoff be stored on—site for the
25-year storm event when 400 square feet or more of new impervious area is added to a
parcel.Assuming that the provided on-site storage facilities are maintained and in working
condition,this means that any additional runoff volume generated by new impervious area
should not impact the City's drainage system if more than 400 square feet of new impervious
area is added.No on-site storage is required if less than 400 square feet of new impervious
area is added,and the additional runoff volume from the new impervious area will impact the
City's stormwater system.
We developed hydrologic parameters for four future conditions bui|d—out scenarios to simulate
the potential impacts of new impervious area on flood conditions in the A01.For the first two
scenarios we assumed that all on—site storage facilities provided for new impervious area are
maintained and in working condition in perpetuity.If this is the case,the greatest impact to
the City's stormwater system would occur if all lots with new impervious capacity added the
lesser of 400 square feet of new impervious or the remainder of their allowable impervious
area coverage and were not required to provide on-site storage.
Scenario 1 assumed that the allowable parcel impervious area was 40 percent with maintained
conditions,and Scenario 2 assumed that the allowable parcel impervious area was 50 percent
with maintained conditions.In the maintained 40 percent coverage scenario (Scenario 1),we
added approximately 13,500 square feet (0.3 acre)of impervious area to the A01.This
increased the basin impervious percentages by approximately 2 percent on average with a
minimum increase of 0 percent and a maximum increase of 6 percent.In the maintained 50
percent coverage scenario (Scenario 2),we added approximately 28,500 square feet (0.65
acre)of impervious area to the A01.This increased the basin impervious percentages by
approximately 4 percent on average with a minimum increase of 0 percent and a maximum
increase of 9 percent.Figures 2 and 3 show the spatial variation of basin impervious area
08505-O03-O2 3
October 2018 Impervious Area Drainage Impact Analysis
2.2 HYDRAULICUPDATES
3 FUTURE CONDITIONS HYDROLOGIC ANALYSIS
Agenda Item #3.B.
14 Aug 2023
Page 34 of 104
Figure 2 Basin Impervious Area Increases for 40 Percent Impervious Maintained
Scenario
percentage increases.Basins with the larger percentage increases contain parcels with low
existing impervious percentages and basins with smaller percentage increases contain parcels
with high existing impervious percentages,which limited the amount of impervious area that
could be added.
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Figure 3 Basin Impervious Area Increases for 50 Percent Impervious Maintained
Scenario
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Legend
Basin Impervious
Percent Increase
No Change
0~5%
5-10°z~
10 15%
15-20%
>209:
4
Impervious Area Drainage Impact Analysis
0-590
5-1 0973
10 15%
15-20%
>20“/s’
08505-O03-O2
October 2018
Basin impervious
Percent Increase
Legend
Agenda Item #3.B.
14 Aug 2023
Page 35 of 104
.q».«,¢..-;-</.-u v;
Figure 4 Basin Impervious Area Increases for 40 Percent Impervious
Unmaintained Scenario
For Scenarios 3 and 4 we assumed that all on-site storage facilities provided for new
impervious area were unmaintained and not in working condition.Currently,the City does not
have a program to inspect the on-site storage facilities to ensure that they are maintained and
kept in working condition.If these systems go unmaintained or are filled,the additional runoff
from the new impervious surfaces will not be retained on-site and will impact the City's
stormwater system.The worst-case scenario for the City's stormwater system would occur if
all on-site storage systems were not maintained and all of the parcels with new impervious
capacity in the A01 were built out to the maximum allowable impervious surface coverage.
Scenario 3 assumed that the allowable parcel impervious area was 40 percent with
unmaintained conditions,and Scenario 4 assumed that the allowable parcel impervious area
was 50 percent with unmaintained conditions.In the 40 percent coverage unmaintained
scenario (Scenario 3),we added approximately 32,500 square feet (0.75 acre)of impervious
area.This increased the basin impervious percentages by approximately 3.5 percent on
average with a minimum increase of 0 percent and a maximum increase of 16 percent.In the
50 percent coverage unmaintained scenario (Scenario 4),we added approximately 76,000
square feet (1.75 acre)of impervious area.This increased the basin impervious percentages
by approximately 9 percent on average with a minimum increase of 0 percent and a maximum
increase of 26 percent.Figures 4 and 5 show the spatial variation of basin impervious area
percentage increases.Basins with the larger percentage increases contain parcels with low
existing impervious percentages and basins with smaller percentage increases contain parcels
with high existing impervious percentages,which limited the amount of impervious area that
could be added.
5
Impervious Area Drainage Impact Analysis
250
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‘lmch equais 500 Ice!
Legend
Basin impervious
Percent Increase
No Change
U-5%
5-10%
10-15%
15-20%
08505-003-O2
October 2018
Agenda Item #3.B.
14 Aug 2023
Page 36 of 104
Figure 5 Basin Impervious Area Increases for 50 Percent Impervious
Unmaintained Scenario
Legend
Basin impervious
Percent Increase
Feet
mah equals 500 Sea
O-5°/a
5-1{)%
10-15%
15-20%
>20%
6
Impervious Area Drainage Impact Analysis
We simulated the FDOT 1-,2-,4-,8-,and 24-hour storm events for the 2-,5-,and 10-year
return periods for the five model scenarios:
Revised Existing Condition Model with Local scale elements modeled.
Scenario 1 —40 percent allowable impervious maintained on-site storage.
Scenario 2 50 percent allowable impervious maintained on-site storage.
Scenario 3 40 percent allowable impervious unmaintained on-site storage.
Scenario 4 50 percent allowable impervious unmaintained on-site storage.
We compared peak flood stages from the four hypothetical scenarios to the revised existing
conditions peak flood stages to determine how flood depths would be impacted by the
additional impervious area.Changes in peak flood stages varied spatially depending on how
much impervious area was added within the associated basin.Basins with lower impervious
area percentage increases experienced smaller flood peak stage increases and basins with
larger impervious area percentage increases experienced larger peak stage increases.Tables 1
and 2 summarize the maximum peak flood stage increases where surface flooding occurs in
the four scenarios compared to existing conditions for the 2-,5-,and 10-year return periods.
08505-003-02
October 2018
F1."tnravmalnnal Purpose:or-Iv 0 05505
AND HYDRAULIC MODELING AND RESULTS
nr-xazseacmasoa0302_huoenmskeumhmmewnwxo?ww??aw Smpevvwstnctease
mg
Agenda Item #3.B.
14 Aug 2023
Page 37 of 104
Scenario
Table 1 Maximum Flood Depth Increases from Existing Conditions
Difference (Inches)
Scenario 2:Maximum Flood Stage
Increase 50 Percent Impervious Maintained
(Inches)
Return Period
V
Average
2-Year 5-Year 10-Year
Difference (Inches)
Scenario 3:Maximum Flood Stage
Increase 40 Percent Impervious
Unmaintained (Inches)
7
Impervious Area Drainage Impact Analysis
,Return Period
Scenario Average
2-Year 5-Year 10—Year
Scenario 4:Maximum Flood Stage
Increase 50 Percent Impervious 6 4 3 4
Unmaintained (Inches)
As shown in Tables 1 and 2,|ocal—sca|e surface flooding will worsen due to the increases in
runoff volume and runoff rate from additional impervious surface coverage.The additional
runoff adds stress to local-scale drainage features that have already met or exceeded their
hydraulic capacities.Systems that are already at or exceeding capacity are prone to creating
nuisance flooding.Our modeling assumes all stormwater structures and roadside swales
between structures are in a well-maintained condition.Any changes to this maintenance
condition could adversely impact the adjacent parcels.
Ultimately,surface flooding will occur more frequently and at greater depths as impervious
surface coverage increases.The additional stress on the drainage system will cause more
frequent instances of nuisance flooding in roadways and on private properties.More frequent
maintenance of the City's stormwater system will be required because of the displacement of
sediment created from increased flows and the deposition of that sediment in the stormwater
system.
These results also show the importance of ensuring that on-site storage systems are
maintained in proper working condition.If these systems are not maintained or are removed,
impacts of additional impervious area on the City's stormwater system will worsen.
08505-O03-O2
October 2018
Scenario 1:Maximum Flood Stage
Increase 40 Percent Impervious Maintained
(Inches)
Table 2 Maximum Flood Depth Increases from Existing Conditions
Agenda Item #3.B.
14 Aug 2023
Page 38 of 104
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
AGENDA ITEM:Reconsideration of Resolution No.23-26.Negotiations pertaining to
Resolution No.23-26 authorizing a purchase and sale agreement by and
between theCity of Atlantic Beach and Hoose Homes and Investments,
LLC.,for the purchase of 2.16+-acres of real property on Dora Drive
(Parcel ID 172118 0000,172119 0000,172122 000)for the price of
$1,075,000.
SUBMITTED BY:Joe Gerrity,City Manager
Jason Gabriel,City Attorney
TODAY’S DATE:Aug.9,2023
MEETING DATE:Aug.14,2023
BACKGROUND:At its meeting on July 24,2023,the City Commission adopted Resolution
No.23-26 authorizing a purchase and sale agreement for the property at the eastern end of Dora Drive,
where there are several undeveloped parcels totaling about 2.16 acres.
While the agreement authorized by the City Commission provides for a 90-day feasibility/due-diligence
period,the prospective seller is opting not to execute the agreement unless it is revised to provide for a
45-day feasibility/due-diligence period.
BUDGET:$1,075,000 in American Rescue Plan Act ?mding.
RECOMMENDATION:Commission reconsider the terms authorized in Resolution 23 -26.
REVIEWED BY CITY MANAGER.
ATTACHMENTS:July 24,2023,Staff Report
Resolution No.23-26
Purchase and Sale Agreement
Agenda Item #8.A.
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Agenda Item #8.A.
14 Aug 2023
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CITY OF ATLANTIC BEACH
CITY COMMISSION IVIEETING
STAFF REPORT
AGENDA ITEM:Resolution No.23-26 authorizing a purchase and sale agreement by and between
the City of Atlantic Beach and Hoose Homes and Investments,LLC.,for the
purchase of 2.l6+-acres of real property on Dora Drive (Parcel ID 172118 0000,
172119 0000,172122 000)for the price of $1,075,000.
SUBNIITTED BY:Joe Gerrity,City Manager/Steve Swann,City Engineer
TODAY’S DATE:July 18,2023
MEETING DATE:July 24,2023
BACKGROUND:At its meeting on March 20,2023,the City Commission authorized staff to obtain
an appraisal on the property at the eastern end of Dora Drive,where there are several undeveloped parcels totaling
about 2.16 acres.The appraised valued the property,currently zoned for up to 40 units,at $2.2 million.At its June
12,2023,meeting,the City Commission directed staff to negotiate a selling price with the owner.This property
is owned by Hoose Homes and Investments,LLC.
A drainage ditch that serves Dutton Island Road East and the adjoining neighborhoods traverses the northern and
western part of these parcels.The City has no drainage easements on this part of the ditch.Due to the location of
these properties along the drainage ditch,the property could potentially be utilized as green space,park,
stormwater pond or a combination of the three.The City is in the first phases of building out the Hopkins Creek
drainage improvements recommended by the 2018 Stormwater Master Plan Update (SWMP Update).The Dora
Drive parcels can be utilized as part of the overall drainage plan for this basin by creating a stormwater storage
pond on the parcels.
A rough order of magnitude cost to purchase the property and construct a 1.4-acre stormwater storage pond,
including construction of drainage improvements between Stanley Road and Donner Road,is $29 million.
Constructing a stormwater storage pond on these parcels will partially offset the need to create additional
downstream stormwater runoff storage recommended by the SWMP Update.In terms of creating additional
stormwater runoff storage volume,pond construction is far cheaper than the anticipated sheet pile installation
required for downstream channel improvements.Although detailed engineering analyses have not been
completed,the expected cost savings of purchasing the Dora Drive parcels and constructing a stormwater pond
will significantly o?set future costs required to fully implement the SWMP Update recommendations.
BUDGET:$1,075,000 in American Rescue Plan Act funding.
RECOMMENDATION:Commission consider approving Resolution 23-26.
REVIEWED BY CITY MANAGER:
ATTACIINIENTS:Resolution No.23-26
Purchase and Sale Agreement
Dora Drive Parcel &Adjacent Property Maps
Dora Drive Property Memo —01-31-23
Hopkins Creek SW Management -Commission Presentation -04-10-23
Agenda Item #8.A.
14 Aug 2023
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Agenda Item #8.A.
14 Aug 2023
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,and?
WHEREAS followin a 1'0 er and Valid vote for reconsideration of its assa e of
Resolution No.23-26 on Jul 24 2023 the Cit Commission now a ees to amend Exhibit A to
rovide for a 45-da feasibilit /due-dili ence eriod rather than a 90-da feasibilit due
dili ence.
RESOLUTION NO.23-26
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
ATLANTIC BEACH,FLORIDA,AUTHORIZING THE EXECUTION OF A
PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF
ATLANTIC BEACH AND HOOSE HOMES AND INVESTMENTS,LLC,
FOR THE PURCHASE OF 2.16+-ACRES OF REAL PROPERTY IN
ATLANTIC BEACH ON DORA DRIVE (PARCEL ID 172118 0000,172119
0000,172122 0000)FOR THE PRICE OF $1,075,000;DESIGNATING
AMERICAN RESCUE PLAN ACT FUNDS TO BE USED FOR THIS
PURPOSE;AUTHORIZING THE CITY MANAGER TO EXECUTE
CONTRACTS,COMPLETE DUE DILIGENCE EFFORTS AND
PURCHASE ORDERS IN ACCORDANCE WITH AND AS NECESSARY
TO EFFECTUATE THE PROVISIONS OF THIS RESOLUTION;
PROVIDING FOR CONFLICTS;AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS,to enhance the City of Atlantic Beach’s stormwater management system,the
City of Atlantic Beach desires to purchase 2.16+-acres of real property in Atlantic Beach on Dora
Drive (Parcel ID 172118 0000,172119 0000,172122 0000)from Hoose Homes and Investments,
LLC,for the price of $1,075,000;and
WHEREAS,the City of Atlantic Beach desires to utilize American Rescue Plan Act funds
for this purpose
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 execution of a purchase and
sale agreement between the City of Atlantic Beach and Hoose Homes and Investments,LLC,for
the purchase of 2.16+-acres of real property in Atlantic Beach on Dora Drive (Parcel ID 172118
0000,172119 00000,172122 0000)for the price of $1,075,000.
Section 2.The City Commission hereby authorizes the use of American Rescue Plan
Act funds for this purpose.
Section 3.The City Commission hereby authorizes the City Manager to execute
contracts,complete due diligence efforts and purchase orders in accordance with and as necessary
to effectuate the provisions of this Resolution.
Resolution No.23-26Page1of2
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Section 4.All Resolutions or parts of Resolutions in con?ict herewith are hereby
repealed to the extent of such con?ict.
Section 5.This Resolution shall become effective upon passage an adoption.
PASSED AND ADOPTED by the City Commission of the City of Atlantic Beach,this 24
*“day of July,2023.
Jason Gabriel,City Attorney
Donna L.Bartle,City Clerk
Approved as to form and correctness:
Resolution No.23-23Page2of2
Curtis Ford,Mayor
PASSED as amended b the Cit of Atlantic Beach followin a m er and Valid vote for
reconsideration this da of Au st 2023.
Attest:
Agenda Item #8.A.
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PUR HASE AND SALE AGREEMENT
Dora Drive
[Parcel ID 172118 0000,172119 0000,172122 0000]
THIS PURCHASE AND SALE AGREEMENT (“Agreement”)by and between
HOOSE HOMES AND INVESTMENTS,LLC.,a Florida limited liability company whose
address is 7563 Philips Highway Suite 111 (“Seller”)and the CITY OF ATLANTIC
BEACH,FLORIDA,a municipal corporation whose address is 800 Seminole Road,
Atlantic Beach,FL 32233 (or its assigns)(“Buyer”),is made effective as of the date on which
the last of Seller or Buyer executes this Agreement (the “Effective Date”).
RECITAL '
A.Seller owns approximately 2.16+/-acres of real property in Atlantic Beach,Duval County,
Florida (the “County”)described on Exhibit “A”attached and made a part of this
Agreement (the “Property”).
B.Seller desires to sell to Buyer and Buyer desires to buy from Seller the Property.
C.Seller and Buyer desire to enter into this Agreement to provide for the terms ofthe purchase
and sale of the Property
NOW THEREFORE,in consideration of the mutual promises contained in this
Agreement,and other good and valuable consideration,the receipt and suf?ciency of which is
acknowledged,the parties agree as follows:
1.PURCHASE A ALE.
Upon and subject to the terms and provisions of this Agreement,Seller agrees to sell the Property
to Buyer and Buyer agrees to buy the Property from Seller.As used herein,the term “Property”
shall mean the land described in Exhibit “A”,together with all structures located thereon,as
well as Se1ler’s right,title and interests in and to all rights appurtenant to such land including but
not limited to all subsurface rights,any reversionary interests in roads or streets adjoining such
land,and any easements,express or implied,bene?ting such land.
2.PURCHASE PRICE.
The purchase price (the “Purchase Price”)for the Property will be $1,075,000.00.The Survey
shall show the exact number of gross acres constituting the land.
3.DEPOSIT.
(a)Within three (3)business days after the Effective Date,Buyer shall deliver to McKillop
Law Firm,PL (“Escrow Agent”),the sum of $10,000.00 (the “Escrow Deposit”)by
con?rmed bank wire.In the event that Buyer fails to deposit the Escrow Deposit with
Escrow Agent within the foregoing time period,Seller may terminate this Agreement.
(b)Escrow Agent shall hold the Escrow Deposit,in accordance with the terms of the Escrow
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(b)
Agreement attached and made a part of this Agreement as Exhibit “B”(the “Escrow
Agreement”).Buyer shall deliver the Escrow Deposit in the form of a con?rmed wire
transfer.The Escrow Deposit shall be credited against the Purchase Price at Closing.If the
transaction does not close,the Escrow Deposit,or the applicable portion thereof,will be
disbursed as provided elsewhere in this Agreement.
4.INFORMATION A CESS A FEASIBILITY PERIOD.
Within ?ve (5)business days of the Effective Date,Seller will provide either an electronic
form to Buyer true,correct,and complete copies of all the materials in possession of the
Seller set forth in Exhibit “D”attached hereto,to the extent such items are in Se1ler’s
possession or control and Seller have not already provided to Buyer.In addition,prior to
Closing,Seller shall promptly provide the Buyer with such additional information
concerning expenses for the Property as Buyer may reasonably request,to the extent the
same is in Seller’s possession or control.In the event Seller fail to provide the materials set
forth in Exhibit “D”,Buyer may not terminate this Agreement and request return of the
Escrow Deposit.Failure of Seller to provide the materials set forth in Exhibit D shall not
constitute a Default under this Agreement.
Buyer shall have until 3:00 P.M.eastern time on the date that is forty-?ve (45)days from
and after the Effective Date within which to inspect the Property and evaluate the feasibility
of Buyer’s consummation of the transaction contemplated in this Agreement (the
“Feasibility Period”).
During the Feasibility Period.Buyer may inspect any and all aspects of the Property or
portions of the Property.At all times prior to Closing,upon reasonable of notice to Seller,
Buyer,its agents,employees,designees,attorneys,engineers,environmental consultants,
and other consultants (the “Consultants”)shall have the right to reasonably physically
inspect the Property,make surveys of the Property and conduct a phase 1 enviromnental
assessment of the Property;provided,however,that Buyer shall be responsible for costs
incurred by Buyer or any fees charged by Consultants.Buyer shall promptly restore any
damage to the Property caused by Buyer’s inspections.
Notwithstanding anything herein to the contrary,Buyer shall not be permitted to conduct
borings of the Property or drilling in or on the Property,or any other invasive testing,in
connection with the preparation of an environmental audit or in connection with any other
inspection of the Property without the prior written consent of Seller.Buyer,at its expense,
shall repair and restore any borings or holes created or any other damage to the Property).
Buyer shall,in a timely manner,pay in full the cost of all inspections,investigations and
inquiries of any kind,so that no person or entity shall have the right to ?le any lien against
the Property.In the event any lien is ?led,Buyer shall immediately satisfy or bond that lien
off the Property.Buyer’s obligations under this Section shall survive Closing and/or the
termination of this Agreement,notwithstanding any term or provisions hereof to the
contrary.
If applicable,Seller will make employees of its property manager available during the
Feasibility Period,whether such property management group members are direct
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employees of Seller or employed by a third-party property manager.Buyer agrees to
coordinate all such property manager contact with Seller in advance.Seller reserves the
right to have its representatives present at all such property manager interview(s).
Subject to all restrictions and limitations under Florida law including but limited to the
restrictions set forth in Section 768.28,Florida Statutes,Buyer hereby agrees to indemnify,
defend and hold Seller harmless from and against any and allclaims,demands,actions
losses,costs,damages,expenses or liabilities,including,but not limited to,personal injury
or property damage claims or construction or other liens,including reasonable attorneys’
fees caused by or incurred in connection with Buyer’s inspection of the Property;provided
however,that the restoration,indemnity,defense,and hold harmless obligations in this
Section 4 will not apply to (a)any loss,liability,cost,or expense to the extent arising from
or related to the acts of Seller,or Seller’s agents or consultants,(b)any diminution in value
in other real property owned by Seller arising from or relating to matters discovered but
not caused by Buyer during its investigation,(c)any latent defects in the Property
discovered but not caused by Buyer,or (d)the release or spread of any hazardous
substances that are discovered (but not placed)on or under the Property by Buyer.
Buyer,in its sole discretion,shall have until the expiration of the Feasibility Period to
deliver to Seller,with a copy to Escrow Agent,written notice of Buyer’s disapproval of
the feasibility of this transaction,which disapproval may be for any reason or no reason at
all (“Termination Notice”).If Buyer delivers a Termination Notice to Seller on or before
the expiration of the Feasibility Period this Agreement shall be deemed terminated.In the
event of such termination prior to the end of the Feasibility Period,the Escrow Deposit
shall be immediately retumed to Buyer by Escrow Agent and this Agreement will be of no
further force and effect and the parties hereto will have no further rights or obligations
under this Agreement,except as to any obligations which survive termination.TIME IS
OF THE ESSENCE with respect to the giving of the Termination Notice and the expiration
of the Feasibility Period.
In the event Buyer does not deliver a Termination Notice to Seller on or before the
expiration of the Feasibility Period,then the Escrow Deposit shall become non-refundable.
If Buyer elects to proceed with Closing,it shall deliver notice to Seller prior to the end of
the Feasibility Period.
5.SURVEY.
Seller shall,at Seller’s expense,obtain and deliver to Buyer either an existing survey of the
Property that is updated and renewed to the satisfaction of the Title Company in order to remove
any survey-related title encumbrances or a brand new survey of the Property (the “Survey”)within
thirty (30)days of the Effective Date.The Survey shall be certi?ed by the surveyor to Seller,
Buyer,Escrow Agent,and the Title Company (as de?ned below),shall meet the minimum
technical standards of the State of Florida,shall setforth the gross acres to the nearest 1/100*of an
acre,shall show all easements and restrictions bene?tting and burdening the Property,and shall
establish a metes and bounds description of the Property.Provided the description of the Property
as established by the Survey is consistent with the depiction set forth in Exhibit A attached hereto,
such description shall supersede the Exhibit A depiction and the Title Commitment (as hereinafter
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de?ned)shall be endorsed to re?ect such new legal description.In the event the Survey reveals the
encroachment of improvements from the Property onto adjacent property,or from adjacent
property onto the Property,reveals any actual or potential boundary line disputes,or the presence
of the right of third parties to use any part of the Property,or any other matter which is not
acceptable to Buyer in its reasonable discretion,then the Buyermay notify the Seller of Buyer’s
objections to any such matters (“Survey Objections”)within forty-?ve (45)days of the Effective
Date.If Buyer doesnot deliver Survey Objections within such period,then any matters re?ected
on the Survey shall be deemed to be “Permitted Exceptions.”Seller shall have a period of ?ve (5)
days after receipt of Buyer’s notice of Survey Objections within which to notify Buyer whether
Seller are willing to cure the Survey Objections.Thereafter,Survey Objections shall be resolved
in the same manner as Title Objections under Sections 6(c),(d)and (e)below.
6.TI E MATTERS.
(a)Upon Buyer’s payment of the Purchase Price,Seller shall execute and deliver to Buyer its
recordable and transferable special warranty deed (“Deed”),conveying to Buyer,good,
record and marketable title to the Property,in fee simple,free and clear of all liens,
encumbrances,leases or other occupancy agreements,rights and other matters whatsoever,
except the following (“Permitted Exceptions”):utility and drainage easements of record
which will not materially impair thevalue,use or operation of the Property for its current
use;zoning and building laws of record;ad valorem real estate taxes and assessments for
public improvements not then due and payable;defects and encumbrances caused by Buyer
or consented to by Buyer;and any other matters set forth on the Title Commitment that are
accepted or deemed accepted by Buyer.
(b)Within thirty (30)days after the Effective Date,Seller shall at Seller’s expense,shall order
and obtain a commitment for an owner's title insurance policy (the “Title Commitment”)a
title company (the “Title Company”)providing for the issuance to Buyer upon the
recording of the Deed (as hereinafter de?ned)of an ALTA owner’s policy of title insurance
in the amount of the Purchase Price insuring the Buyer’s title to the Property (the “Title
Policy”).The Title Commitment shall be accompanied by legible copies of all of the title
exception documents referenced in the Title Commitment.The parties acknowledge that
Buyer’s attorney will serve as agent for the Title Company and that by acting in such
capacity Buyer’s attorney shall not be disquali?ed or otherwise precluded from
representing Seller in connection with this Agreement.
(c)If the Buyer objects to any title exceptions in the Title Commitment,then Buyer shall give
Seller written notice of the objections (the “Title Objections”)no later than forty-?ve (45)
days after the Effective Date.Any title matters re?ected in the Title Commitment that are
not objected to by Buyer in writing within such period shall become Permitted Exceptions.
(d)If Buyer provides timely notice of any Title Objections,Seller shall have the right,but not
the obligation,to attempt to cure any Title Objections identi?ed in Buyer’s notice.Seller
will advise Buyer within 5 days of receipt of the notice whether it intends to cure any Title
Objections.If Seller does not speci?cally agree to cure any Title Objection identified in
Buyer’s notice,then Seller shall be deemed to have elected not to cure such Title Objection.
If Seller elects to cure,it shall have 30 days to cure any matters it has elected to cure (the
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“Cure Period”),except those objections as to any matters typically cured at real estate
closings,such as requirements and standard exceptions which are satisfied and deleted by
delivery of an owner’s af?davit,authority documents or mortgage releases,shall be
satisfied at Closing.The Closing Date shall automatically be extended to accommodate the
Cure Period for Title or Survey Objections.In all events,Seller shall be obligated to satisfy
mortgage liens,tax liens,construction liens and judgment liens created by or through
Seller.Seller shall ensure that all mortgages are paid and releasedat or prior to closing an
dshallcooperatewithclosingagentregardingsame.The Closing Date shall be automatically
extended to a date that is 10 days after all mortgages are released or Such mortgagees
provide a written payoff statement in a form acceptable to title/closing agent.
(e)If Seller elects not to cure certain Title Objections or if Seller elects to cure certain Title
Objections but is unable to do so during the Cure Period,Buyer shall have the right to
terminate this Agreement by written notice delivered to Seller within 7 days of receipt of
notice that Seller will not cure certain Title Objections.In the event of any such
termination,all parties shall be relieved of any further obligations under this Agreement
(except any that speci?cally survive the termination of this Agreement)and Buyer shall be
entitled to a retum of the Escrow Deposit from Escrow Agent.If Buyer fails to terminate
this Agreement pursuant to this paragraph,Buyer shall be deemed to have waived any Title
Objections Seller elected not to cure or did not cure and agrees to accept the condition of
title to the Property subject to such Title Objections (all of which shall be Permitted
Exceptions)and proceed to Closing without diminution in the Purchase Price.
7.FINANCING
Closing is not contingent upon Buyer obtaining ?nancing.
8.CONDITIONS TO CLO E.
The items listed below are conditions precedent to Seller and Buyer’s obligation as to the Closing
of the Property.Buyer may waive such conditions applicable to Seller as Buyer chooses and
proceed to Closing,without alteration in the Purchase Price.If Buyer does not elect to waive such
conditions,Buyer shall be entitled to terminate this Agreement by written notice delivered to Seller
on or before the Closing Date.
Seller may waive such conditions applicable to Buyer as Seller chooses and proceed to Closing,
without alteration in the PurchasePrice.If Seller does not elect to waive such conditions,Seller
shall be entitled to terminate this Agreement by written notice delivered to Buyer on or before the
Closing Date,whereupon Seller shall be entitled to receive the Escrow Deposit,as applicable,then
held by Escrow Agent.
The following are conditions precedent to Buyer’s obligation as to the Closing of the Property:
(a)At Closing,the Property is free from any outstanding liabilities,including but not
limited to unpaid taxes (however,this does not include the current years taxes
which are not yet due and which shall be apportioned on the closing statement).
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(b)The Property is not subject to any actual or pending litigation.
(c)Seller has cured all Survey objections made by Buyer (if any)
((1)Seller has cured all Title Objections made by Buyer (if any).
The followingare conditions precedent to Se1ler’s obligationas to the Closing of the Property‘
(a)Buyer is not in default under any terms of this Agreement.
(b)Buyer can deliver the Purchase Price to Seller.
As used herein,the term “Force Majeure”means acts of God,earthquakes,blizzards,
tomados,hurricanes and tropical storms,pandemics,inclement weather in excess of historical
weather patterns for the period in question,?re,?ood,malicious mischief,insurrection,riots,
strikes,lockouts,boycotts,picketing,labor disturbances,public enemy,terrorist attacks,war
(declared or undeclared),landslides,explosions,epidemics,compliance with any order,ruling,
injunction or decree by any court,tribunal or judicial authority of competent jurisdiction or
inability to obtain materials or supplies after the exercise of reasonable efforts,delay in granting
any required consent by the party entitled to so grant within the time frame required herein,
delays by governmental authorities,and any other matter beyond the reasonable control of the
party obligated to perform.Unavailability of funds shall not be considered Force Majeure.
BUYER AGREES AND ACKNOWLEDGES THAT THE SELLER HAS NEITHER
MADE NOR HAS BUY-ER RECEIVED ANY PROMISES OR REPRESENTATIONS
THAT ANY IMPROVEMENTS,UTILITIES,OR FACILITIES WILL BE BUILT BY
SELLER DURING THE TERM OF THIS AGREEMENT.THE SELLER HAS NOT
MADE ANY EXPRESS WARRANTIES AS TO THE PROPERTY AND WAIVES ANY
IMPLIED WARRANTIES AS TO THE PROPERTY.
9.CLOSING.
(a)The closing of the sale and purchase of the Property (the “Closing”)shall not later than
fifteen (15)days after the expiration of the Feasibility Period.The Closing may take place
by mail with delivery of the Closing documents in escrow to Escrow Agent,or at such
other place as may be agreed upon by the parties.TIME IS OF THE ESSENCE withrespect
to Closing and the Closing Date.
(b)At Closing,Seller shall deliver to Buyer the Special Warranty Deed (the “Deed”)
conveying to Buyer fee simple title to the Property,subject only to the Permitted
Exceptions,which Special Warranty Deed shall be in form and content attached hereto as
Exhibit “C.”
(0)At Closing,Seller shall deliver duly executed originals of the closing statement,Bill of
Sale and General Assignment in the form of Exhibit “E”and such other documents to be
executed as may be reasonably required by Buyer or the Title Company.
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(d)
(6)
(f)
(b)
(C)
At Closing,Buyer shall deliver to Seller the Purchase Price,the closing statement,and such
other documents to be executed as may be reasonably required by Seller or the Title
Company.
At the Closing,Seller shall deliver all keys and lock combinations in Seller’s possession
or control for all locks on the Property.
At the Closing,Seller shalldeliver such evidence,common documentsor af?davits as may
be reasonably required by the Title Company or Buyer relating to:
(i)Mechanic's or materialmen's liens (if any);
(ii)Parties in possession;
(iii)The status and capacity of Seller and the authority of the individuals who are
executing the various documents on behalf of Seller in connection with sale of the
Property,and
(iv)Such information as may be reasonably required by the Title Company or to ensure
the "gap"between Closing and the recordation of the Deed contained in the
Property to Buyer.
(v)That Seller has not caused any improvements,alterations or repairs to the Property
for which the costs thereof remain unpaid.
(vi)That Seller is in open and exclusive possession of the Property and that there are
no lease agreements other than what has been disclosed.
(vii)That there has been no change in title to the Property and that there are no pending
matters concerning or against Seller that could give rise to a lien that would attach
to the property or otherwise change the statute of title to the Property.
(viii)Such other documents are consistent with the terms of the Agreement and
reasonably required to close the transaction contemplated hereby
10.CLOSIN OSTS REIMBURSEMENT AND PRORATIONS.
Seller shall pay for documentary stamps on the Deed,all recording fees,the cost of the
Survey,Seller’s attorneys’fees,title insurance commitment and title premium.
Buyer shall pay for all costs associated with Buyer’s due diligence,the Buyer’s attorneys’
fees and any costs incurred by the Buyer that is not speci?cally attributable to Seller in this
Agreement.
The following items shall be prorated by the parties as of the Closing Date:
(i)Real estate taxes taking into consideration any discounts for early payment.Such
taxes shall be prorated based upon the estimated amount of taxes for the year of
Closing (based upon the prior years’tax bills if the tax bills for Closing are not
available and in such case,Seller and Buyer shall re-prorate the taxes when actual
tax bills for the current year are available).Any additional real estate taxes arising
out of a change in the use of the Property on or a change in ownership after Closing
shall be assumed by Buyer and paid by Buyer when due and payable.
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(ii)
(iii)
(iv)
(V)
Special assessments or charges imposed against the Property by any applicable
governmental authorities with jurisdiction over the Property (if any).
If as of the Closing Date the Property is encumbered or otherwise affected by any
assessment (whether or not a lien)which is or may become payable in installments,
then for the purposes of this Agreement,any assessment currently due as of Closing
shall be paid by the Seller and all remaining assessments shallbe assumed and
payable by the Buyer as they become due and Buyer shall take title to the Property
subject to the unpaid installments not yet due and payable.
The actual or estimated charges for utilities accrued and payable by Seller shall be
prorated between Seller and Buyer,provided Buyer is required by law or elects to
assume Seller’s utility account.Deposits for utilities (the “Utility Deposits”),plus
any interest on the Utility Deposits to which Seller is or will be entitled that are
held by the provider of the utilities and which are freely transferable to Buyer,shall
at the election of the Buyer be assigned by Seller to Buyer and Buyer shall pay
Seller the full amount thereof at Closing.Seller shall retain the right to obtain a
refund of any Utility Deposits which are not required to be assigned to Buyer,and
Buyer will cooperate with Seller as reasonably requested in obtaining any refund.
With respect to water,sewer,electric and gas charges,Seller shall make reasonable
efforts to obtain a reading of the meter or other consumption measuring device as
of the Closing Date.If the Seller is unable to obtain such a reading,Seller shall
furnish a reading as of a date not more than thirty (30)days prior to the Closing
Date and the unknown charges shall be apportioned on the basis of an estimate
computed by utilizing such reading and the most recent bill from the utility
provider.
Prepaid charges,payments and accrued charges made by Seller under any
Continuing Contracts shall be prorated at Closing in a manner reasonably
acceptable to Seller and Buyer.
11.REPRESENTATIONS BY BUYER.
Buyer represents and warrants to Seller as follows:
(a)
(b)
Buyer’s execution,delivery,and/or performan_ceof this Agreement is not prohibited by
and shall not constitute a default under any other agreement,covenant,document or
instrument to which Buyer is subject or bound.
Buyer has full power,capacity,authority,and legal right to execute and deliver this
Agreement and to perform all transactions (including the execution and delivery of all
documents)required of Buyer for the performance of this Agreement;and the person
signing below on behalf of Buyer is duly authorized to execute this Agreement and bind
Buyer.
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14.no
(c)Buyer’s city commission and/or mayor have performed all conditions precedent necessary
for Buyer to enter into this Agreement,as set forth in Resolution
((1)This Agreement has been duly authorized by Buyer and,when fully executed and
delivered,shall constitute a legal,valid,and binding obligation of Buyer.
(e)To Buyer’s actual knowledge,there is no litigation,pending or threatened,which would
have a material and adverse effect on Buyer’s ability to perform its obligations under this
Agreement.
(1)Buyer has engaged no brokers related to this Agreement.
Buyer's representations and warranties set forth above are true and correct on the Effective Date,
shall be true and correct on the date of Closing Date,and shall survive following the Closing.The
truth and accuracy of these representations and warranties in all material respects at the time of
Closing shall be a condition to Seller’s closing obligations under this Agreement.
1 ‘I 'I'II'.“I'I‘I'I1'.‘(‘IT\T"I‘A VFYIIKT ‘I)\7 CITY T 131')
Seller represents and warrants to Buyer as follows:
(a)Seller's execution,delivery,and/or performance of this Agreement is not prohibited by and
shall not constitute a default under any other agreement,covenant,document or instrument
to which Seller is subject or bound.
(b)Seller have full power,capacity,authority,and legal right to execute and deliver this
Agreement and to perform all transactions (including the execution and delivery of all
documents)required of Seller for the performance of this Agreement,including
conveyance of the Property to Buyer;and the person signing below on behalf of Seller is
duly authorized to execute this Agreement and bind Seller.
(0)This Agreement has been duly authorized by Seller and,when fully executed and delivered,
shall constitute a legal,valid,and binding obligation of Seller.
((1)To Seller's actual knowledge,there is no litigation,pending or threatened,which would
have a material and adverse effect on the Property or on Seller’s ability to perform its
obligations under this Agreement.
(e)Seller has received no unresolved written notice from any applicable governmental
authorities claiming a breach or other violation of any applicable federal,state or local
laws,statutes,ordinances,codes,regulations,rules,or restrictions (collectively,
“Applicable Laws”)related to the Property.
(t)Seller has entered into no license,lease or option agreements for the Property or any portion
of the Property.
(g)Seller has engaged no brokers related to this Agreement.
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(b)
13.ACKNOWLEDGEMEN AND ADDITIONAL COVENANTS.
Utilities and Permits.Buyer understands and agrees that water,sewer,electrical,
telephone,and other utility services to the Property will be provided by the County or other
utility providers who have the legal right to serve the Property.Buyer shall be solely
responsible for payment of all connection,service and meter charges imposed by all such
utility providers and shall be solely responsible for any increases in such charges that may
occur from time to time.Further,Buyer shall be solely responsible for payment of all fees
and charges associated with all building or other permits which may be required for
construction of improvements upon the Property.This Section 13(a)shall survive Closing.
Approvals.Buyer shall,at its own cost and expense,be responsible for obtaining all future
approvals and permits from all applicable governmental authorities necessary for the
Property after Closing.However,Buyer’s receipt of such future approval and permits,shall
not be deemed a condition of Closing.This Section shall survive Closing.
14.NO RESALE LIABILITY.
Buyer acknowledges and agrees that Seller is not a co-venturer or partner of Buyer in
Buyer’s construction upon or resale of the Property,and that Seller shall bear no liability
whatsoever resulting from or arising out of Buyer’s ownership,construction upon or resale of the
Property.
(3)
(b)
(C)
15.LEASING AND OTHER ACTIVITIES PRIOR TO CLOSING
Seller shall not enter into any lease transaction or any other form of conveyance with
respect to the Property,unless previously approved by the Buyer in writing,which consent
may be granted or denied in Buyer’s sole discretion.
Seller shall not,without Buyer’s prior written approval,(i)make any material alterations
or additions to the Property,except as may be required by law or as may reasonably be
required for the prudent repair and maintenance of the Property,(ii)change or attempt to
change (or consent to any change in)the zoning or other legal requirements applicable to
the Property,(iii)cancel,amend or modify in any material respect any certi?cate,license,
approval or permit held by or on behalf of Seller with respect to the Property,or (iv)sell,
convey or remove from the Property any personal property unless the same is obsolete and
is replaced by similar,tangible personal property of equal or greater utility or value.
At all times prior to Closing,Seller shall:(i)maintain the Property in good condition and
repair;(ii)conduct business and operate and maintain the Property in substantially the same
manner in which the Property was heretofore operated by Seller;(iii)maintain insurance
in accordance with the insurance in place as of the Effective Date;(iv)not sell or further
encumber the Property or any portion thereof or enter into any agreement relating thereto,
and (v)promptly give Buyer a reasonably detailed written notice of:(1)any ?re,?ood or
other material adverse change with respect to the Property of which Seller obtain actual
knowledge;(2)any actual or proposed condemnation (or proceeding in lieu thereof)of
which Seller obtain actual knowledge;(3)any written notice received by Seller claiming
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that the Property or the use and operation thereof fails to comply with applicable legal
requirements;and (4)any written notice received by Seller concerning any pending or
threatened litigation or administrative proceeding affecting the Property.If Seller become
aware during the term of this Agreement of any matters that render any of its
representations or warranties untrue,Seller shall promptly disclose such matters to Buyer
in writing.
16.DEFAULT.
If this transaction is not closed because of Buyer’s default,of if Buyer is otherwise in breach of any
obligation to be performed by Buyer prior to the Closing,TIME BEING OF THE ESSENCE AS
TO EACH OF BUYER’S AND SELLER’S OBLIGATIONS UNDER THIS AGREEMENT,
Seller shall,as its sole remedy,receive the Escrow Deposit as agreed upon liquidated damages,
Seller’s actual damages in such event are not readily ascertainable and the liquidated damages
provided herein shall not be considered a penalty.It being hereby acknowledged by Buyer and
Seller that if Buyer defaults,Seller will suffer damages incapable of exact ascertaimnent,and upon
the exercise of such remedy,this Agreement shall be null and void and neither Seller nor Buyer
shall have any further rights or obligations hereunder except as otherwise expressly provided in
this Agreement.If this transaction is not closed because of the default of Seller or if Seller are
otherwise in breach of any obligation to be performed by Seller prior to the Closing,Buyer may,
as its sole discretion,receive a re?md of the Escrow Deposit or Buyer may seek speci?c
performance to enforce the terms of this Agreement.In no event may Buyer or Seller recover any
consequential or punitive damages under any circumstances.All other remedies of Buyer and
Seller with regard to failure to close or breach of any other provision of this Agreement (except
for a breach of the indemnities herein and the obligations in this Agreement that speci?cally
survive Closing)are expressly waived.With respect to any default in the obligations of Seller or
Buyer to be performed subsequent to the Closing,Seller and Buyer shall each have all remedies
available at law or in equity.With respect to any default under this Agreement other than a failure
to timely close on the Closing Date,the non-defaulting party shall provide the defaulting party with
written notice of such default and a period of fifteen (15)days in which to cure such default,prior
to taking any enforcement action with respect to such default.The applicable provisions contained
herein shall survive the Closing and the delivery of the deed of conveyance.
17.MISCELLANEOUS.
(a)Notice.In the event that more than one person or entity are listed as Buyer,any notice given
by Seller to any of such persons or entities shall constitute notice to all.Any notice or
approval under this contract shall be sent,postage prepaid,by registered,certified mail,or
overnight mail,or by hand delivery or by electronic mail to the applicable party at the
following addresses:
If to Seller:Steve Swann
Email:sswann@coab.us
With cc to:Jason Gabriel,Esq.
Email:j gabriel@burr.com
51160048 V
Agenda Item #8.A.
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If to Buyer:Zach Miller,Esq.
Email:Zwmi1lerlaw@gmai1.com
If to Escrow Agent:McKillopLaw Firm,PL
Email:ian@mcki11op1aw?rm.
Notices shall be effective on receipt and may be given by parties or counsel to either party.
(b)
(C)
(d)
(6)
Assi ment.Buyer shall not assign its interests in this Agreement in whole or in part
without the prior approval of Seller,which approval may be granted or withheld in
Se1ler’s sole and absolute discretion.
Attorneys’Feesand Venug.In connection with any litigation arising out of,or to enforce
or interpret,this Agreement,the prevailing party shall be entitled to recover reasonable
attorneys’fees and costs at all levels of proceeding in addition to any other relief granted.
The venue for any proceeding of a dispute under this Agreement shall be in the Florida
Circuit Court in and for Duval County,Florida or the Federal Courts in Jacksonville,
Florida.
Entire Agreement.This Agreement supersedes any and all understandings between the
parties with respect to the subject matter of this Agreement.Any representations or
inducements previously made which are not included and embodied in this Agreement in
writing shall be of no force or effect.This Agreement may be modi?ed or amended only
in writing and signed by Buyer and Seller and any and all prior discussions,negotiations,
or representations which are not speci?cally set forth in this Agreement or in addendum to
this Agreement are null,void and of no force and effect.
Condemnation.Upon obtaining knowledge of any proceedings for the condemnation of
any portion of the Property (including negotiations in lieu of condemnation),Seller shall
promptly notify Buyer of the pendency of such proceedings.If,after the Effective Date
and prior to an applicable Closing,any portion of the Property shall become subject to a
judicial condemnation (or sale in lieu of condemnation),Buyer may,by written notice to
Seller given 5 days after notice,elect to cancel this Agreement prior to the Closing with
respect to such Property,in which event both parties shall be released from any further
liability hereunder with respect to such Property,however,this Agreement shall remain in
full force and effect with respect to the Property that are not affected by the condemnation.
If no such election is made,this Agreement shall remain in ?ill force and effect with respect
to all of the Property,and the purchase contemplated,less any interest taken by eminent
domain or condemnation,shall be effected with no adjustment of the Purchase Price,and
upon the applicable Closing,Seller shall assign or pay (to the extent previously received
by Seller)over to Buyer,as applicable,all of the right and interest of Seller to any awards
that have been or may be made for such taking.
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(f)
(h)
Risk of Loss.Unless and until the Closing is completed,the risk of loss to the Property
from casualty or condemnation shall be borne by Seller.If all or a portion of the Property
is damaged or destroyed by ?re or other casualty prior to Closing such that:(1)Buyer’s
reasonable estimate of the cost to repair the same exceeds Ten Thousand and No/100
Dollars ($10,000.00);(2)parking that bene?ts the Property is lost;(3)access to or egress
from the Property is materially impaired;or (4)Seller do not demonstrate to Buyer’s
reasonablesatisfaction that the available insurance proceeds to be assigned to Buyer,
together with the deductible amounts to be credited against the Purchase Price,are adequate
to pay the cost to repair such damage or destruction (any such ?re or other casualty,a
“Material Casualty”),Buyer may,at Buyer’s sole option,elect to either:
(i)terminate this Agreement and receive back the Escrow Deposit;or
(ii)purchase the Property subject to and in accordance with the terms of this
Agreement.
In the event of a ?re or other casualty that is not a Material Casualty,and in connection
with any Material Casualty as to which Buyer elects to proceed pursuant to Section
l7(f)(ii),(A)Buyer shall purchase the Property in accordance with the terms hereof without
reduction in the Purchase Price (except for any applicable deductible that will reduce the
insurance proceeds assigned to Buyer at Closing)and (B)Seller shall assign to Buyer at
Closing all insurance proceeds paid or payable on account of such damage,including any
rental or business interruption insurance (and the amount of any deductible shall be credited
against the Purchase Price).Buyer shall be deemed to have elected to proceed under
Section l7(f)(ii)unless,within ?fteen (15)Business Days from reasonably detailed written
notice to Buyer of such casualty,Buyer provides Seller with written notice that Buyer elects
to terminate pursuant to Section l7(f)(i).If the Closing Date would otherwise occur
sooner,it shall automatically be extended to the date that is twenty (20)Business Days
after written notice to Buyer of the casualty.If any insurance proceeds paid or payable on
account of a ?re or other casualty are to be assigned to Buyer in accordance with the
provisions of this Agreement,Seller shall cooperate as reasonably requested by Buyer to
effectuate such assignment (including,if necessary,prosecuting claims in Buyer’s name or
for Buyer’s bene?t),and Seller’s obligation to so cooperate shall survive the Closing.
Inter retation.The captions in this Agreement are for information and convenience only
and shall in no way de?ne,limit or construe the contents of any provision of this Agreement.
This Agreement shall be governed by the laws of the State of Florida.Unless otherwise
speci?ed,the term “days”shall refer to calendar days and not business or working days.If
any provision of this Agreement,or the application of such provision to any person or
circumstance is held invalid,the remainder of this Agreement or the application of such
provision to persons or circumstances other than those to which it is invalid,shall not be
affected.Any time period provided for in this Agreement that ends on a Saturday,Sunday
or other day when the Duval County,Florida courthouse is closed to the public (each,an
“Excluded Day”),shall be extended to 3:00 p.m.of the next day that is not an Excluded
Day.
Counter arts.This Agreement may be executed in one or more original counterparts,all
1351160048V
Agenda Item #8.A.
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(k)
(In)
(H)
of which when properly executed by the parties,shall constitute an original Agreement.
Executed counterparts of this Agreement that are transmitted by facsimile or by electronic
mail shall be effective and binding on all parties.
Electrgnig Signatures.The exchange of copies of this Agreement and copies of signature
pages (including,but not limited to,this Agreement and/or any closing related document)
by facsimile,email or attachmentof a scanned electronic copy to email shall constitute
effective execution and delivery of such document as to the parties and may be used in lieu
of the original for all purposes.Signatures of the parties transmitted by facsimile,email,or
attachment of a scanned electronic copy to email shall be valid,enforceable andbinding as
an original signature for all purposes.
Confidentiglig.Buyer and Seller shall maintain at all times as con?dential information:(i)
the terms of this Agreement;and (ii)the existence and content of any negotiations.
Notwithstanding the foregoing,Buyer and Seller shall have the right to indicate to County
of?cials that Seller and Buyer have executed this Agreement.Buyer and Seller may also:
(i)inform lenders,advisors,counsel and employees whom each party deems necessary or
advisable,provided that such persons are advised of the con?dential nature of this
Agreement;(ii)make disclosures required by applicable laws;and (iii)make disclosures
to utility and other service providers as to matters directly related to their services.
Press Releases.Buyer shall not make any press releases or other media dissemination of
information relating to the transactions contemplated herein without the prior approval of
the other party.
1031 Exchan e.Buyer and Seller each hereby acknowledge that the sale of the Property
pursuant to this Agreement may be part of a tax-free exchange for Seller pursuant to
Section 1031 of the Code,the regllations promulgated thereunder,revenue procedures,
pronouncements and other guidance issued by the Internal Revenue Service.Buyer hereby
agrees to cooperate with Seller to facilitate such exchange (which shall include execution
of typical 1031 exchange documentation required by Seller’s 1031 accommodator),
provided that same will not delay the Closing,cause additional expense to Buyer,increase
Buyer liabilities or obligations,or otherwise modify any of the terms or provisions of this
Agreement.Seller’s rights under this Agreement may be assigned to a quali?ed
intermediary for the purpose of completing such an exchange.
Possession.Possession of the Property shall be delivered to Buyer by Seller at the Closing,
subject only to the Permitted Exceptions.
Waiver‘Governin Law.The excuse or waiver of the performance by a party of any
obligation of the other party under this Agreement shall only be effective if evidenced by
a written statement signed by the party so excusing or waiving.No delay in exercising any
right or remedy shall constitute a waiver thereof,and no waiver by Seller or Buyer or the
breach of any covenant of this Agreement shall be construed as a waiver of any preceding
or succeeding breach of the same or any other covenant or condition of this Agreement.
This Agreement shall be construed and the rights and obligations of Seller and Buyer
hereunder determined in accordance with the internal laws of the State of Florida,without
1451160048V5
Agenda Item #8.A.
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(b)
(d)
regard to the principles of con?ict of law.In recognition of the bene?ts of having any
disputes with respect to this Agreement resolved by an experienced and expert person,
Seller and Buyer hereby agree that any suit,action,or proceeding,whether claim or
counterclaim,brought or instituted by any party hereto on or with respect to this Agreement
for which any it relates,directly or indirectly,to this Agreement or any event,transaction,
or occurrence arising out of or in any way connected with this Agreement whether
Property,or thedealings of the parties with respect thereto,shall be tried only by a federal
or state court having jurisdiction in Duval County,Florida.
Brokers.Seller and Buyer shall each indemnify,defend,protect and hold harmless the
other against and from any and all Losses (as hereinafter de?ned)for commissions or other
compensation that may be made by anyone claiming through the indemnifying party in
connection with this sale.As used in this Agreement,“Losses”shall mean all demands,
claims,causes of action,losses,debts,controversies,damages,liabilities,obligations,
?nes,penalties,charges,administrative and judicial proceedings and orders,judgments,
and all costs and expenses incurred in connection therewith,including,without limitation,
attorneys’fees and costs of defense and costs and expenses of all experts and consultants.
The provisions of this paragraph shall survive the Closing and the delivery of the Deed or
the termination of this Agreement.
18.DISCLOSURES.
THE BUYER SHOULD NOT RELY ON SELLER’S CURRENT PROPERTY
TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE
OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE.A
CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS
REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER
PROPERTY TAXES.IF YOU HAVE ANY QUESTIONS CONCERNING
VALUATION,CONTACT THE COUNTY PROPERTY APPRAISER’S OFFICE
FORINFORMATION.
THE BUYER HEREBY WARRANTS THAT THE AGENTS OR EMPLOYEES OF
THE SELLER AND ITS AFFILIATES HAVE MADE NO ORAL OR WRITTEN
REPRESENTATIONS THAT THE BUYER WOULD DERIVE ECONOMIC
BENEFITS OR EXPECTATIONS OF PROFITS FROM APPRECIATION IN
PROPERTY VALUE,OR PROFITS TO BE DERIVED FROM THE
ENTREPRENEURIAL OR MANAGERIAL EFFORTS OF THE SELLER,
SELLER’S AGENTS OR THIRD PARTIES DESIGNATED OR ARRANGED FOR
BY THE SELLER FOR RENTAL MANAGEMENT,OR OTHER FINANCIAL
RETURNS FROM THE BUYER’S INVESTMENT.
BUYER SHOULD RELY NOT UPON ANY REPRESENTATIONS OTHER THAN
THOSE EXPRESSLY STATED IN THIS CONTRACT.
Radon Gas Disclosure.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
1551160048v5
Agenda Item #8.A.
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guideline have been found in buildings in Florida.Additional information regarding
radon and radon testing may be obtained from the county health department.
19.EXCLUSIVITY
Seller agrees that during the entire Feasibility Period neither Seller,nor its of?cers,agents,
employees,advisers or other representatives (“Seller’s Representatives”)will directly or indirectly
commence or make any introductions with anyone other than the Buyer or a company which is a
subsidiary or af?liate of the Buyer (or any of their of?cers,agents,employees,advisers or other
representatives)in relation to fee title conveyance of the Property or any part of the Property.Nor
shall Seller’s Representatives seek,encourage or respond to any approach that might lead to
negotiations in relation to the fee title conveyance of the Property with a third party nor supply or
otherwise disclose any information about fee title conveyance of the Property to a third party that
wishes,or may wish,to enter into negotiations in relation to fee title conveyance of the Property
19.CONFIDENTIALITY
Buyer and its representatives shall hold in strictest con?dence all data and information obtained
with respect to Seller or their business,whether obtained before or after the execution and delivery
of this Agreement which shall be used solely for the purposes of evaluating the proposed
acquisition of the Property by Buyer,and shall not disclose the same to others;provided,however,
that it is understood and agreed that Buyer may disclose such data and information to the
employees,lenders,investors,partners,bankers,brokers,professionals,consultants,accountants
and attorneys of Buyer provided that such persons agree to treat such data and information
con?dentially.
Both before and after the Closing,any press release or other public disclosure of information with
respect to the sale contemplated herein or any matters set forth in this Agreement,including but
not limited to the identity of Buyer,the principals of Buyer or any other individual related to Buyer
or involved in the transaction,made or released by or on behalf of Seller shall be subject to Buyer’s
prior written approval,in Buyer’s sole discretion.In the event of a breach or threatened breach by
Seller or its agents or representatives of this Section 19,Buyer shall be entitled to an injunction
restraining Seller or its agents or representatives from disclosing,in whole or in part,such
con?dential information.Nothing herein shall be construed as prohibiting Buyer from pursuing
any other available remedy at law or in equity for such breach or threatened breach.The provisions
of this Section 19 shall survive the Closing or any termination of this Agreement.
IN WITNESS WHEREOF,Buyer and Seller have executed this Agreement as of the
Effective Date.
(Signatures on the Following)
51160048 \’5 16
Agenda Item #8.A.
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BUYER:
CITY OF ATLANTIC BEACH,FLORIDA,a
municipal corporation
SELLER:
HOOSE HOMES AND INVESTMENTS,LLC.,a Florida
limited liability company
Donna Bartle,City Clerk
Name:
Its:
17
JOINDER BY THE ESCROW AGENT
By its execution hereof,the Escrow Agent hereby (i)covenants and agrees to hold the
Deposit in accordance with the above provisions and the provisions of the Escrow Agreement
executed by Escrow Agent,Seller and Buyer,and (ii)acknowledges receipt of a copy of the
Purchase and Sale Agreement to which this Joinder is attached.
51160048 v5
Name:
Title:
Date:
Attest:
Agenda Item #8.A.
14 Aug 2023
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Exhibit List:
Exhibit A Description of the Property
Exhibit B —Form of Escrow Agreement
Exhibit C —Deed
ExhibitD —List of Due Diligence Materials
Exhibit E Form of Bill of Sale and General Assignment
1851160048v5
Agenda Item #8.A.
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EXHIBIT A
DESCRIPTION OF PROPERTY
ESCROW AGREEMENT
Escrow A reement
THIS ESCROW AGREEMENT (this "Escrow A cement"is made and entered into on
this__day of ,2023,HOOSE HOMES AND INVESTMENTS,LLC.,a
Florida limited liability company whose address is 7563 Philips Highway Suite 111 (“Seller”)
and CITY OF ATLANTIC BEACH,FLORIDA,whose address is 800 Seminole Road,
Atlantic Beach,FL (or its assigns)(“Buyer”),(Seller and Buyer are collectively referred to as‘
"Principal(s)"),and McKillop Law Firm,PL ("Escrow Agent").
WHEREAS,Principals have entered into that certain Purchase Agreement dated the
day of 2023 (the "A cement".Unless otherwise de?ned herein,all
capitalized terms used in this Escrow Agreement shall have the meanings assigned to the same in
the Agreement.
WHEREAS,Principals desire that Escrow Agent hold the Escrow Deposit,as de?ned in
the Agreement in escrow,subject to the conditions precedent set forth in the Agreement.
WHEREAS,the terms and obligations governing the Escrow Deposit shall be applied as
applicable to each deposit per the requirements for each deposit as set forth in the Agreement and
shall in no way require disbursement of either deposit to Escrow Agent or Seller prior to the
applicable conditions precedent set forth in the Agreement.
NOW,THEREFORE,in consideration of the covenants and agreements herein set forth
and other good and lawful consideration,the receipt and suf?ciency of which are hereby
acknowledged,the parties hereto,intending to be legally bound,agree as follows:
1.Escrow
(a)Escrow Agent agrees to hold the Escrow Deposit in escrow,if in or converted to
cash,subject to the terms and conditions contained in this Escrow Agreement
and the Agreement.
(b)Escrow Agent shall not be deemed to have knowledge of any matter or thing
unless and until Escrow Agent has actual knowledge of such matter or thing,and
Escrow Agent shall not be charged with any constructive notice or knowledge
whatsoever.
(c)In the event instructions from Principal(s)would require Escrow Agent to expend
any monies or to incur any cost,Escrow Agent shall be entitled to refrain from
EXHIBIT B
Agenda Item #8.A.
14 Aug 2023
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taking any action until it receives payment for such costs ?om the Principal(s).
Release of Deposit
(a)
(b)
(0)
(d)
Escrow Agent agrees to release the Escrow Deposit in accordance with the terms
and conditions set forth in this Escrow Agreement and the Agreement.Escrow
Agent shall be required to obtain the consent of both parties to release the
Escrow Deposit,provided,however,(i)if Escrow Agent is releasing the Escrow
Deposit to Seller as a result of the termination of the Agreement by Buyer after
the Feasibility Period or as a failure of Buyer to meet its conditions to close and
Seller is not in default under the Purchase and Sale Agreement between Buyer
and Seller,then Escrow Agent is not required to obtain the consent of Buyer to
release the Escrow Deposit to Buyer and (ii)if Escrow Agent is releasing the
Escrow Deposit as a result of Closing,then Escrow Agent is not required to
obtain the consent of Buyer to release the Escrow Deposit to Seller.
In the event Escrow Agent shall be uncertain as to its duties or rights hereunder
or shall receive instructions,claims or demands from any Principal(s)with
respect to the Escrow Deposit or any other sums or things which may be held
hereunder,which,in its sole opinion,are in con?ict with any provisions of this
Escrow Agreement and/or the Agreement,if any,Escrow Agent shall be entitled
to refrain from taking any action until it shall be directed otherwise in writing by
all Principal(s)and said third persons,if any,or by a ?nal order or judgment of a
court of competent jurisdiction.
If all or any portion of the Escrow Deposit delivered to Escrow Agent is in the
form of a check or in any form other than cash,Escrow Agent shall deposit the
same as required but shall not be liable for the nonpayment thereof nor
responsible to enforce collection thereof.If such check or other instrument other
than cash representing the Escrow Deposit is returned to Escrow Agent unpaid,
Escrow Agent shall notify the applicable Principal(s)for further instructions.
Escrow Agent shall deposit the Escrow Deposit,as applicable,if in or converted
to cash.The account in which either is deposited shall be with a banking
institution selected by Escrow Agent in an account insured by the Federal
Deposit Insurance Corporation.The Escrow Agent shall have no liability or
responsibility to any party regarding the ?nancial failure or bankruptcy of such
institution;provided,however,that such institution is a bankinginstitution duly
licensed under the federal or state banking laws.
Liability of Escrow Agent
(a)Escrow Agent may act in reliance upon any writing or instrument or signature which
it,in good faith,believes to be genuine,may assume the Validity and accuracy of
any statements or assertion contained in such writing or instrument,and may assume
that any person purporting to give any writing,notice,advice or instruction in
connection with the provisions hereof has been duly authorized to do so.Escrow
Agenda Item #8.A.
14 Aug 2023
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(b)
(61)
Agent shall not be liable in any manner for the sufficiency or correctness as to fonn,
manner of execution,or Validity of any written instructions delivered to it;nor as to
the identity,authority,or rights of any person executing the same and shall otherwise
not be liable for any mistakes of fact or error of judgment,or for any acts or
omissions of any kind unless caused by its willful misconduct or grossnegligence.
It is agreed that the duties of Escrow Agent are purely ministerial in nature and shall
be expressly limited to the safekeeping of the Escrow Deposit and for the dispositio
nofsameinaccordancewiththisEscrowAgreementandanycosts,expenses or fees
incurred by the Escrow Agent in the performance of these duties shall be borne
equally by the Principals.Each Principal hereby agrees to inderrmify,defend and
hold Escrow Agent harmless from and against any and all claims,liabilities,
damages,costs,penalties,losses,actions,suits or proceedingsat law or in equity,or
any other expenses,fees or changes of any character or nature (including,without
limitation,attorneys‘fees,paralegals‘fees and costs incurred in all trial and appellate
proceedings or otherwise if no litigation is instituted)which it may incur or with
which it maybe threatened directly or indirectly arising from or in any way connected
with this Escrow Agreement,whether or not such claims,liabilities,damages,costs,
penalties,losses,actions,suits or proceedings arise from or are in any way connected
with any negligence of Escrow Agent.Notwithstanding anything in this
subparagraph3(b)to the contrary,in no event shall Escrow Agent be absolved from
any liability arising from Escrow Agent's gross negligence or willful misconduct.
Disputes
This Escrow Agreement shall remain in effect unless and until it is canceled in
any of the following manners:
(i)In the event Escrow Agent is joined as a party to a lawsuit by virtue of the fact that
it is holding the Escrow DepositEscrow Agent shall,at its option,either:(1)tender
the Escrow Deposit to the registry of the appropriatecourt;or (2)disburse the
Escrow Deposit in accordance with the court's ultimate disposition of the case,
and Principal(s)hereby,jointly and severally,indemnify,defend and hold Escrow
Agent hannless from and against any damages or losses in connectiontherewith
including,but not limited to,attomeys'and paralegals‘fees and court costs at all
trial and appellatelevels,except to the extent caused by Escrow Agent's gross
negligence or willful misconduct.
(ii)In the event Escrow Agent tenders the Escrow Deposit to the registry of an
appropriatecourt and ?les an action of interpleadernaming the Principal(s)and
any affected third parties of whom Escrow Agent has received actual notice
,Escrow Agent shall be released and relieved from any and all further obligatio
nandliabilityhereunderorinconnectionherewithandPrincipal(s)hereby,jointly
and severally,indemnify,defend and hold Escrow Agent harmless from and
against any damages or losses arising in connection therewith,including,but not
limited to,all costs and expenses incurred by Escrow Agent in connectionwith
Agenda Item #8.A.
14 Aug 2023
Page 65 of 104
r .;;‘
the ?ling of such action,including,but not limited to,attomeys'and paralegals‘
fees and court costs at all trial and appellatelevels,except to the extent caused by
Escrow Agent's gross negligence or willful misconduct.
5.Terms of Agreement
(a)
(b)
(d)
This Escrow Agreement shall remain in effect unless and unti-lit is canceled in
any of the following manners:
(i)Upon written notice given by all Principal(s)of cancellation of designation
of Escrow Agent to act and serve in said capacity,in which event
cancellation shall take effect no earlier than twenty (20)days after notice to
Escrow Agent of such cancellation;or
(ii)Escrow Agent may resign as escrow agent at any time upon giving notice to
Principal(s)of its desire to so resign;provided,however,that resignation of
Escrow Agent shall take effect no earlier than twenty (20)days after the
giving of notice of resignation;or
(iii)Upon compliance with all escrow provisions as set forth in this Escrow
Agreement.
In the event Principal(s)fail to agree to a successor escrow agent within the period
described hereinabove,Escrow Agent shall have the right to deposit the Escrow
Deposit,as is applicable,into the registry of an appropriate court and request judicial
determinationof the rights between Principal(s),by interpleaderor other appropriat
eaction,and Principal(s)hereby,jointly and severally,indemnify,defend and hold
Escrow Agent harmless from and against any damages or losses in connection
therewith including,but not limited to,reasonable attomeys’and paralegals’fees and
court costs at all trial and appellatelevels.
Upon termination of the duties of Escrow Agent in either manner set forth in
Paragraph 5(a)(i)or Paragraph 5(a)(ii)above,Escrow Agent shall deliver the
Escrow Deposit to the newly appointed escrow agent designated by the Principal(s),
and,except for rights of Escrow Agent speci?ed in Paragraph 3(b)above,Escrow
Agent shall not otherwise have the right to withhold the Escrow Deposit from said
newly appointedescrow agent.
Escrow Agent shall not be bound by any modi?cation,cancellation or rescission
of this Escrow Agreement unless in writing and signed by all Principal(s)and
Escrow Agent.In no event shall any modi?cation of this Escrow Agreement,
which shall affect the rights or duties of Escrow Agent,be binding on Escrow
Agent unless it shall have given its prior written consent.
6.Notices
All notices,certi?cates,requests,demands,materials and other communications hereunder shall
be in writing and deemed to have been duly given:(1)upon delivery by hand to the appropriate
address of each Principal or Escrow Agent as set forth in this Escrow Agreement or in the
Agenda Item #8.A.
14 Aug 2023
Page 66 of 104
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Agreement,if any;or (2)upon receipt if mailed by United States registered or certi?ed mail,return
receipt requested,postage prepaid to such address or (3)upon delivery by electronic mail id’s
listed elsewhere in this agreement All notices to Escrow Agent shall be addressed to the attorneys
signing on behalf of Escrow Agent at the following address:
Escrow Agent:McKillop Law Firm,PL
Email:ian@mckilloplaw?rm.com
7.Choice of Law and Venue
This Escrow Agreement shall be governed by and construed in accordance with the laws of the
State of Florida.In the event any action,suit or proceeding is instituted as a result of any matter
or thing affecting this Escrow Agreement,the parties hereto hereby designate Duval County,
Florida,as the proper jurisdiction and the Venue in which same is to be instituted.
8.Cumulative Rights
Except as limited herein,no right,power or remedy conferred upon Escrow Agent by this Escrow
Agreement is exclusive of any other right,power or remedy.All such rights,powers and/or
remedies shall be cumulative and concurrent and shall be in addition to any other right,power or
remedy Escrow Agent may have under the Escrow Agreement or now or hereafter existing at law,
in equity or by statute,and the exercise of one right,power or remedy by Escrow Agent shall not
be construed or considered as a waiver of any other right,power or remedy.
9.Binding Agreement
This Escrow Agreement shall be binding upon the Principa1(s)and Escrow Agent and their
respective successors and assigns.This Escrow Agreement may be executed in counterparts,all of
which counterparts shall be deemed to be a single document.Signature pages received by facsimile
transmission shall be deemed to be an original document.
10.Entire Agreement
The Agreement and this Escrow Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes any and all other written or oral
agreements,documents,memoranda,understandings or otherwise between the parties relating to
the subject matter hereof.In the event of any con?ict between the Agreement and this Escrow
Agreement,the terms and provisions of this Escrow Agreement shall control.
11.WAIVER OF JURY TRIAL
THE PRINCIPAL(S)EACH HEREBY MUTUALLY,KNOWINGLY,VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT ANY MAY HAVE TO A TRIAL BY JURY IN
RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF OR UNDER OR
IN CONNECTION WITH THIS ESCROW AGREEMENT OR ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,OR ANY COURSE
OR CONDUCT,COURSE OF DEALING,STATEMENTS (WHETHER VERBAL OR
WRITTEN)OR ACTION OF ANY PARTY.THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THIS ESCROW AGREEMENT
Agenda Item #8.A.
14 Aug 2023
Page 67 of 104
BUYER:
HOOSE HOMES AND INVESTMENTS,LLC.,a
Florida limited liability company
Name:
Title:
Date:
SELLER:
CITY OF ATLANTIC BEACH,FLORIDA,a municipal
corporation
Name:
Title:
Date:
Donna Battle,City Clerk
ESCROW AGENT:
McKillop Law Firm,PL,
Attest:
Name:
Title:
Date:
Agenda Item #8.A.
14 Aug 2023
Page 68 of 104
ILW
DEED
EXHIBIT C
PE ARRANTY DEED
THIS SPECIAL WARRANTY DEED is made and executed as of the day of
,2023,by ,a
(“Grantors”),whose address is to
,a
(“Grantee”),whose address is
WITNESSETH:
That in consideration of the sum of Ten Dollars ($10.00)and other valuable
consideration,the receipt and sufficiency of which is hereby acknowledged,Grantors hereby
grant,bargain,sell,convey and con?rm to Grantee and its successors and assigns,all of the real
property in Duval County,Florida,more particularly described on Exhibit A attached hereto
and made a part of this Deed (the “Property”),together with all tenements,hereditaments,and
appurtenances pertaining to the Property and subj ect to the restrictions,easements,agreements,
reservations and other matters set forth on Exhibit B attached hereto and made a part hereof and
other matters of record (the “Permitted Exceptions”).
TO HAVE AND TO HOLD the same in fee simple forever.
Grantors hereby covenant with Grantee that the Property is free from all encumbrances
placed on the Property by Grantors (except for the Permitted Exceptions)and that Grantors will
warrant and defend Grantee’s title against lawful claims of all persons claiming by,through or
under Grantors (except claims made pursuant to the Permitted Exceptions)but against none
other.
[Signature blocks,notary blocks,Exhibit A and Exhibit B to be added to document to be
executed by the parties at the Closing]
PREPARED BY:
Agenda Item #8.A.
14 Aug 2023
Page 69 of 104
EXHIBIT D
DUE DILIGENCE MATERIALS
All title commitment,policies and related instruments
All surveys
All land records
Current Service Contracts
All environmental and geotechnical reports of the Property
DOCUMENTS REQUESTE
Agenda Item #8.A.
14 Aug 2023
Page 70 of 104
EXHIBIT E
FORM OF BILL OF SALE AND GENERAL ASSIGNMENT
,202
KNOW ALL PEOPLE BY THESE PRESENTS,that,HOOSE HOMES AND
INVESTMENTS,LLC.,a Florida limited liability company (“Seller”),for and in consideration
of the sum of Ten and No/100 Dollars ($10.00)lawful money of the United States,and other good
and valuable consideration to Seller in hand paid,at or before the ensealing and delivery of these
presents,by CITY OF ATLANTIC BEACH,FLORIDA.,a municipal corporation (“Buyer”),
the receipt and suf?ciency of which is hereby acknowledged,has bargained and sold,and by these
presents does grant,bargain,sell,convey,set over,transfer,assign and deliver unto the Buyer,its
successors and assigns,the following:
(a)All of Seller’s right,title and interest in and to all ?xtures and equipment
attached to or located on and used in connection with the operation of the parcel of land attached
hereto (the “Land”)and the buildings and improvements erected thereon (the foregoing,
collectively with the Land is herein,the “Premises”),including all ?xtures,appliances,furniture,
furnishings,equipment,machinery,signage and lighting systems ((including all communication
related equipment integral to the operation of the Premises or utilized as an amenity in the
Premises),plumbing,air conditioning,heating ventilating,mechanical,electrical and other utility
systems,parking and all related amenities,window coverings,shades,screens,awnings,shutters,
hot water heaters,appliances,carpeting and other coverings,mantels,fences,gates,trees,shrubs,
if any,owned by Seller and installed,located or situated on or used in connection with the
operation and maintenance of the Premises,which is being conveyed simultaneously with the
conveyance by Seller to Buyer of all its right,title and interest in and to the Premises by a Deed of
even date herewith;
(b)All of Seller’s right,title and interest in and to all those permits,licenses,
certi?cates,approvals,authorizations,variances and consents (including any and all presently
pending applications therefor)affecting the Land and the buildings and improvements thereon
issued to Seller or to its predecessors in interest in the Premises as holder,claimant,licensee,
successor in interest,applicant and/or owner or lessor of the Premises,by any and all federal,state,
county,municipal and local governments,and all departments,commissions,boards,bureaus and
of?ces thereof,having or claiming jurisdiction over the Premises,whether or not the same may
presently be in full force and effect,all to the extent that Seller may lawfully transfer the same to
Buyer;
(c)all of Seller’s right,title and interest in and to all intangible assets relating
to the Premises,including all of Seller’s right,title and interest,if any,in (a)all licenses,permits
and approvals relating to the Premises,(b)the right to use the name of the Premises,if any,in
connection with the Premises;and all logos and tradenames relating to the Premises,and (c)all
contract rights,(d)all plans and speci?cations relating to the Premises.
Agenda Item #8.A.
14 Aug 2023
Page 71 of 104
r:
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(d)All of Seller’s right,title and interest in and to all unexpired warranties and
guaranties affecting the Premises,all to the extent that Seller may lawfully transfer the same to
Buyer (it being agreed that nothing in this Section ((1)shall be construed to affect Seller’rights
under such warranties and guaranties with respect to periods prior to the date hereof);and
(e)All of Seller’s right,title and interest in and to all appraisals,surveys,
architectural and/or engineering renderings,plans and speci?cations,soils and other geological
reports and studies,and all other reports,studies and other information relating in any way to
development and/or use of the Premises.
(D All of Seller’s right,title and interest in and to any and all subsurface and/or
other mineral rights for the Premises.
To have and to hold the same unto Buyer,its successors and assigns forever.
[The remainder ofthis page has been intentionally leftblank.]
Agenda Item #8.A.
14 Aug 2023
Page 72 of 104
IN WITNESS WHEREOF,this Bill of Sale has been duly signed and sealed by the Seller
as of the date ?rst set forth above.
BUYER:
CITY OF ATLANTIC BEACH,FLORIDA,a municipal
corporation
SELLER:
HOOSE HOMES AND INVESTMENTS,LLC,a Florida
limited liability company
Donna Bartle,City Clerk
Name:
Title:
Date:
Name:
Title:
Date:
Attest:
Agenda Item #8.A.
14 Aug 2023
Page 73 of 104
Iul-'IuIExhibit A
‘(Land)’
Agenda Item #8.A.
14 Aug 2023
Page 74 of 104
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
AGENDA ITEM:Resolution No.23-28 Bid 2223-07 Mayport Road Water Main
Extension
SUBMITTED BY:Troy Stephens,Public Utilities Director
TODAY’S DATE:August 1,2023
MEETING DATE:August 14,2023
BACKGROUND:A Bid Opening was held on July 12,2023 for Bid 2223-07:
Mayport Road Water Main Extension.The project consists of furnishing all labor,equipment
and materials necessary for installing approximately 40 LF of 6”DRl8 PVC water main and 54
LF of 8”DRl8 PVC water main by direct bury.271 LF of 10”DRll HDPE water main by
Horizontal Directional Drilling;l7LF of 8”DR18 PVC water main installed,connecting the 10”
HDPE pipe to serve a private property on the west side of the ROW at 2150 Mayport Road .
Work includes all pipe,?ttings,valves as shown on the plans required to complete the work.
Three bids for the Water Main Extension were received as follows:
C.A.P.DB Civil TB Landmark
Contractin ,Inc.Construction,LLC Construction,Inc.
Grand Total $193,889.00 $269,894.00 $227,569.00
BUDGET:Funds for this project are budgeted in the infrastructure account
400-5504-533-6300.Project No.PU2101
RECOMMENDATION:Award Bid 2223-07 to C.A.P.Contracting,Inc.in the amount of
$193,889.00,and authorize the City Manager to execute the
contract.
ATTACHMENTS:1.Resolution No 23-28
2.Bid 2223-07 Bid Tabulation
3.Map
REVIEWED BY CITY MANAGER:
Agenda Item #8.B.
14 Aug 2023
Page 75 of 104
PASSED AND ADOPTED by the City of Atlantic Beach,this 14“‘day of August,2023.
RESOLUTION NO.23-28
A RESOLUTION OF THE CITY OF ATLANTIC BEACH,FLORIDA,
AWARDING BID 2223-07 MAYPORT RD WATER MAIN EXTENSION;
AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACTS
AND PURCHASE ORDERS IN ACCORDANCE WITH AND AS
NECESSARY TO EFFECTUATE THE PROVISIONS OF THIS
RESOLUTION;AND PROVIDING AN EFFECTIVE DATE.
WHEREAS,on July 13,2023,a bid opening was held and three bids were received for City
Bid 2223-07 for the Mayport Rd Water Main Extension;and
WHEREAS,the low bid price of $193,889.00 was received from C.A.P.Contracting,Inc.;
and
WHEREAS,C.A.P.Contracting,Inc.submitted all required documents in their bid submittal
and positive references were received;and
WHEREAS,the project consists of furnishing all labor,equipment and materials necessary
for the Mayport Road water main extension;and
WHEREAS,funds for this design are budgeted in the infrastructure account 400-5504-533-
6300 under project number PU2101;and
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 City Manager to execute the
contract with C.A.P.Contracting,Inc.,in the amount of $193,889.00 to perform the work for said bid
in accordance with the bid speci?cations;
SECTION 2.The City Commission hereby authorizes the City Manager execute the
contract with C.A.P.Contracting,Inc.;
SECTION 3.This Resolution shall take effect immediately upon its passage and adoption.
Attest:
Curtis Ford,Mayor
Donna L.Bartle,City Clerk
Approved as to form and correctness:
Jason Gabriel,City Attorney
Agenda Item #8.B.
14 Aug 2023
Page 76 of 104
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Agenda Item #8.B.14 Aug 2023
Page 77 of 104
.-
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PROPOSED 10"WATER MAIN EXTENSIO
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Agenda Item #8.B.
14 Aug 2023
Page 78 of 104
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
AGENDA ITEM:Resolution No.23-29 —Public Works Building Renovation Project
SUBMITTEDBY:Scott Williams,PublicWorks Director
TODAY’S DATE:August 3,2023
MEETING DATE:August 14,2023
BACKGROUND:Staff held a bid opening on Wednesday,March 8,2023 for City Bid No.
2223-03 Public Works Building Remodel.The only bid submitted was from Atlantic Sales &Service,
Inc.dba Atlantic Coast Construction Group in the amount of $1 ,989,000.00.The contractor met with
the architectural design firm and City staff to determine the exact scope and materials required for the
project.The contractor submitted a revised bid form in the amount of $1,493,390.66,along with a
proposed project schedule.
BUDGET:The FY22-23 budget contains $950,000.00 budgeted in account 300-5001-541-6200 for
the Public Works Building Renovations.The remaining project balance of $543,390.66 has been
budgeted to account 300-5001 -541-6200 for FY23-24.
RECOMMENDATION:Approve Resolution 23-29 awarding Bid No.2223-03 Public Works
Building Remodel to Atlantic Coast Sales &Service,Inc.dba Atlantic Coast Construction Group in
the amount of $1,493,390.66.
ATTACHMENTS:1)Resolution No.23-29
2)Bid No.2223-03 Form from Atlantic Coast Sales &Service,Inc.dba
Atlantic Coast Construction Group for the Public Works Building
Renovation
3)Proposed Project Schedule
4)Schedule of Values for Public Works Building Renovation
REVIEWED BY CITY MANAGER:
Agenda Item #8.C.
14 Aug 2023
Page 79 of 104
RESOLUTION N 0.23-29
A RESOLUTION OF THE CITY OF ATLANTIC BEACH,FLORIDA,
AWARDING BID NUMBER 2223-03 PUBLIC WORKS BUILDING
RENOVATION PROJECT;AUTHORIZING THE CITY MANAGER TO
EXECUTE THE CONTRACTS AND PURCHASE ORDERS IN
ACCORDANCE WITH AND AS NECESSARY TO EFFECTUATE THE
PROVISIONS OF THIS RESOLUTION;AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS,on Wednesday,March 8,2023,one bid was received and opened for Bid
2223-03 Public Works Building Renovations;and
WHEREAS,the total bid price received,including contingency,was $1,989,000.00;and
WHEREAS,the contractor met with the architectural design ?rm and City staff to determine
the exact scope and materials required for the project;and
WHEREAS,the contractor submitted a revised bid form in the amount of $1,493,390.66,
along with a proposed project schedule;and
WHEREAS,$950,000.00 had been budgeted to account 300-5001-541-6200 in FY22-23 and
$543,390.66 has been budgeted to the same account for FY23-24;and
NOW THEREFORE,be it resolved by the City Commission of the City of Atlantic Beach as
follows:
SECTION 1.The City Commission awards Bid 2223-03 to Atlantic Coast Sales &Service,
Inc.dba Atlantic Coast Construction Group;
SECTION 2.The City Commission hereby authorizes the City Manager to execute the
Contract with Atlantic Coast Sales &Service,Inc.dba Atlantic Coast Construction Group and approve
a Purchase Order to said vendor in the amount of $1,493,390.66;
SECTION 3.This Resolution shall take effect immediately upon its passage and adoption.
PASSED AND ADOPTED by the City of Atlantic Beach,this 14"‘day of August,2023.
Curtis Ford,Mayor
Donna L.Battle,City Clerk
Approved as to form and correctness:
Jason Gab?el,City Attorney
Attest:
Agenda Item #8.C.
14 Aug 2023
Page 80 of 104
FORM
BFU
CITYOF ATLANTICBEAC
HFebruary2023
WORKS BUILDINGREMODE
CITY BID NO.2223-03
Agenda Item #8.C.
14 Aug 2023
Page 81 of 104
ARTICLE1 -BID RECIPIENT
1.01 This Bid is submitted to:
City of Atlantic Beach
800 Seminole Road
Atlantic Beach,FL32233
1.02 The undersigned Bidder proposes and agrees,ifthis Bidis accepted,to enter into an Agreement with
Owner in the form included in the Bidding Documents to perform all Work as specified or indicated
in the Bidding Documents for the prices and within the times indicated in this Bid and in accordance
with the other terms and conditions of the Bidding Documents.
ARTICLE2 -BIDDER'SACKNOWLEDGEMENTS
2.01 Bidder accepts all of the terms and conditions of the Instructions to Bidders,including without
limitationthose dealing with the disposition of Bid security.This Bid will remain subject to
acceptance for 90 days after the Bid opening,or for such longer period of time that Bidder may agree
to in writing upon request of Owner.
ARTICLE3 -BIDDER'SREPRESENTATIONS
3.01 In submitting this Bid,Bidder represents that:
A.Bidder has examined and carefully studied the Bidding Documents,and any data and reference
items identified in the Bidding Documents,and hereby acknowledges receipt of the following
Addenda:
Addendum No.Addendum Date Addendum No.Addendum Date
Egbruaqg22 2923 5 .March 2,20231
2 Februatgy27,2023
3 Februa 27 2023
4 Februa 27 2023
B.Bidder has visited the Site,conducted a thorough,alert visual examination of the Site and
adjacent areas,and become familiar with and satisfied itself as to the general,local,and Site
conditions that may affect cost,progress,and performance of the Work.
C.Bidder is familiar with and has satisfied itself as to all Laws and Regulations that may affect cost,
progress,and performance of the Work.
D.Bidder has carefully studied all:(1)reports of explorations and tests of subsurface conditions at
or adjacent to the Site and all drawings of physical conditions relating to existing surface or
subsurface structures at the Site that have been identified in the Supplementary Conditions,
especially with respect to Technical Data in such reports and drawings.
E.Bidder has considered the information known to Bidder itself;information commonly known to
contractors doing business in the locality of the Site;information and observations obtained
BFU-2
Agenda Item #8.C.
14 Aug 2023
Page 82 of 104
.1,
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from visits to the Site;the Bidding Documents;and any Site-related reports and drawings
identified in the Bidding Documents,with respect to the effect of such information,
observations,and documents on (1)the cost,progress,and performance of the Work;(2)the
means,methods,techniques,sequences,and procedures of construction to be employed by
Bidder;and (3)Bidder’s safety precautions and programs.
Bidder agrees,based on the information and observations referred to in the preceding
paragraph,that no further examinations,investigations,explorations,tests,studies,or data are
necessary for the determination of this Bid for performance of the Work at the price bid and
within the times required,and in accordance with the other terms and conditions of the Bidding
Documents.
Bidder is aware of the general nature of work to be performed by Owner and others at the Site
that relates to the Work as indicated in the Bidding Documents.
Bidder has given Engineer written notice of all conflicts,errors,ambiguities,or discrepancies
that Bidder has discovered in the Bidding Documents,and confirms that the written resolution
thereof by Engineer is acceptable to Bidder.
The Bidding Documents are generally sufficient to indicate and convey understanding of all
terms and conditions for the performance and furnishing of the Work.
The submission ofthis Bidconstitutes an incontrovertible representation by Bidder that Bidder
has complied with every requirement of this Article,and that without exception the Bid and all
prices in the Bidare premised upon performing and furnishing the Work required by the Bidding
Documents.
ARTICLE4 —BIDDER’SCERTIFICATION
4.01 Bidder certifies that:
A.This Bid is genuine and not made in the interest of or on behalf of any undisclosed individual or
entity and is not submitted in conformity with any collusive agreement or rules of any group,
association,organization,or corporation;
Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or
sham Bid;
Bidder has not solicited or induced any individual or entity to refrain from bidding;and
Bidder has not engaged in corrupt,fraudulent,collusive,or coercive practices in competing for
the Contract.For the purposes ofthis Paragraph 4.01.D:
1."corrupt practice”means the offering,giving,receiving,or soliciting of anything of value
likely to influence the action of a public official in the bidding process;
2.”fraudu|ent practice”means an intentional misrepresentation of facts made (a)to
influence the bidding process to the detriment of Owner,(b)to establish bid prices at
artificial non—competitive levels,or (c)to deprive Owner of the benefits of free and open
competition;
3."collusive practice"means a scheme or arrangement between two or more Bidders,with
or without the knowledge of Owner,a purpose of which is to establish bid prices at
artificial,non—competitive levels;and
BFU-3
Agenda Item #8.C.
14 Aug 2023
Page 83 of 104
4."coercive practice”means harming or threatening to harm,directly or indirectly,persons
or their property to influence their participation in the bidding process or affect the e
execution of the Contract.
ARTICLE5 —BASIS OF BID
5.01 Bidder will complete the Work in accordance with the Contract Documents for the following lump
sum price to include all material and labor needed to complete this project:
One Million Four Hundred Ninety-Three Thousand One Hundred Eighty-Seven an(¢ll)g|grl
s
0
Bidder acknowledges that the Lump Sum Price includes an amount considered by Bidder to be adequate to
cover Contractor's overhead and profit.
ARTICLE6 —TIMEOF COMPLETION
6.01 Bidder agrees that the Work will be substantially complete and will be completed and ready for final
payment in accordance with Paragraph 15.06 of the General Conditions on or before the dates or
within the number of calendar days indicated in the Agreement.
6.02 Bidder accepts the provisions of the Agreement as to liquidated damages.
ARTICLE7 -ATTACHMENTS TO THIS BID
7.01 The following documents are submitted with and made a condition of this Bid:
A.Signed copy of Documents Requirements Checklist with referenced forms and documents.
ARTICLE8 -DEFINEDTERMS
8.01 The terms used in this Bid with initial capital letters have the meanings stated in the Instructions to
Bidders,the General Conditions,and the Supplementary Conditions.
BFU
493 187.36
Agenda Item #8.C.
14 Aug 2023
Page 84 of 104
W4:,/%/
M/4,///5;
//
By:
[Signature],%
[Pfi"t€0'name]Bradle K.Clark
(If Bidder is a corporation,a limited liability company,a partnership,or a joint venture,attach
evidence of authority to sign.)
Attest:
[Signature]
BIDDER:[Indicate correct name of bidding entity]
ARTICLE9 -SUBMITTA
Title:
Fax Number:833 599-5713
acksonville FL 32207
Telephone Number:904 395-4005
Address for giving notices:
5909 St.Au ustine Rd.
President
Submittal Date:()3 01 2023
END OF SECTION
Contact Name:Bradle Clark
Contact e—mai|address:bl-adc atlcoastor
Bidder’s License No.:CGQ15909284
BFU-5
Suite #2
Atlantic Coast Sales &Service Inc.d.b.a.Atlantic Coast Construction Grou
[Printed name]Bradle K.Clark
Agenda Item #8.C.
14 Aug 2023
Page 85 of 104
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Agenda Item #8.C.14 Aug 2023
Page 87 of 104
Below is the final price with the Schedule of Values Breakdown.
Project Duration Estimated at 37 Weeks
FINALPRICEINGAND SCHEDULEOF VALUE
SFOR
TLANTIC OAST
SALES 8:SERVICE,INC.
Division 03 Concrete
Division 04 -Masonry
Division 05 Metals
5,641.64
m.o.§8:m.2§3\m§m-mm2mwmImo8-mmm?omZ\Bmmm<o_,_o:.m:_>zo$_u<.\$::m.o<ommz_G:u:<»z_<m 83
Division 13 cial Construction S 12,500.00
Division 08 Openings
Division 09 Finishes
ADivision00-Procurement and Contracting
Requirements 4,750.00
Division 01 General Requirements S 169,990.
00
Division 02 Existing Conditions 5 49,425.00
S 85,440.72
S 166,800.00
S 310,819.00
Division 06 Wood.Plastics.composites 5 110,525.00
Division 07 Thermal and Moisture Protection S 108,413.98
5 46,995 01
S 43,111.86
Division 10 Specialties
CITYOF ATLANTICBEACHMAINTENANCEBUILDINGRENOVATIO
Agenda Item #8.C.
14 Aug 2023
Page 88 of 104
Division 16:Electrical
TLANTlC OAST
SALES 8:SERVICE,INC.
Please see attached Project Schedule for approximate duration.
Division 14 Conveying Equipment S 35,950.00
Division 15:Mechanical &Plumbing S 201,830.00
S 43,500.00
5 1,395,692.21
S 69,784.61
S 27,913.84
S 1,493,390.66
Construction Bid Total
Overhead &Profit
Contingency
TOTAL PRICE
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Bradley K.Clark
CEO/
Sincerely,
Agenda Item #8.C.
14 Aug 2023
Page 89 of 104
Page 90 of 104
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
AGENDA ITEM:Appointment of City Manager
SUBMITTED BY:Cathy Varian,Director of Human Resources
Joe Gerrity,City Manager
TODAY’S DATE:August 9,2023
MEETING DATE:August 14,2023
BACKGROUND:The City advertised for a new City Manager and conducted
interviews with several candidates.On July 31,2023,the Commission voted to offer the position
to Mike New.After discussion at the special-called meeting on Aug.7,2023,at the request of the
City Commission,several changes have been made to the employee agreement.
BUDGET:
RECOMMENDATION:
$207,500 salary
$6,000 automobile allowance
$5,000 moving expenses (not-to-exceed)
10%retirement contribution
Additional health,dental and vision bene?ts
Consider Resolution No.23-30 appointing Mike New as the City
Manager and consider the attached employment agreement,which has been reviewed and
approved by the City Attorney.
ATTACHMENTS:Resolution No.23-30
Employment Agreement for City Manager Services
REVIEWED BY CITY MANAGER:
Agenda Item #8.D.
14 Aug 2023
Page 91 of 104
Donna L.Bartle,City Clerk Jason Gabriel,City Attorney
RESOLUTION NO.23-30
A RESOLUTION OF THE CITY OF ATLANTIC BEACH,FLORIDA,
APPOINTING MIKE NEW THE CITY MANAGER AND AUTHORIZING
THE EXECUTION OF AN EMPLOYMENT AGREEMENT
DESIGNATING HIM AS SUCH EFFECTIVE SEPTEMBER ,2023;
AUTHORIZING THE MAYOR TO EXECUTE THE DOCUMENTS
NECESSARY,INCLUDING BUT NOT LIMITED TO AN EMPLOYMENT’
AGREEMENT,TO EFFECTUATE THE EMPLOYMENT OF MIKE NEW
TO SERVE AS CITY MANAGER;AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS,the City Commission voted on July 31,2023 to offer the City Manager
position to Mike New and agreed that the Mayor and the City Attorney would negotiate a contract
with Mike New and bring it back to the City Commission for consideration;and
WHEREAS,the Mayor,City Attorney and Mr.New have negotiated a proposed
employment agreement,which is now being presented to the City Commission for its
consideration;and
WHEREAS,it is the desire of the City Commission to enter into the attached employment
agreement appointing and designating Mr.New as City Manager,effective September ,2023.
NOW THEREFORE,be it resolved by the City Commission of the City of Atlantic Beach
as follows:
SECTION 1.Pursuant to Section 21 and Section 10 of the City Charter,the City
Commission hereby approves the attached employment agreement designating Mike New as City
Manager.
SECTION 2.The City Commission hereby authorizes the Mayor to execute the
employment agreement and any documents necessary to effectuate the employment of Mr.New
to serve as City Manager.
SECTION 3.This Resolution shall take effect immediately upon its passage and adoption.
PASSED AND ADOPTED by the City of Atlantic Beach,this 7”‘day of August,2023.
Curtis Ford,Mayor
Approved as to form and correctness:
50256554 v1
Attest:
Agenda Item #8.D.
14 Aug 2023
Page 92 of 104
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the “Agreement”)is by
and between the City of Atlantic Beach,a municipal corporation (hereina?er referred to as the
“City”),and Mike New a/k/a Gary Michael New (hereinafter referred to as “New”or as “City
Manager”),an individual who has the education,training and experience in local government
management and meets all of the quali?cation requirements of the City Charter including but not
limited to Section 22.
WITNESSETH:
WHEREAS,the City desires to employ New as City Manager of the City of Atlantic Beach,
Florida,as provided for in Section 10 of the City Charter of the City of Atlantic Beach;and
WHEREAS,the City,through its City Commission,desires to provide for certain bene?ts
and compensation for the City Manager and to establish conditions of employment applicable to
the City Manager;and
WHEREAS,New desires to accept employment as City Manager of the City of Atlantic
Beach under the terms and conditions set forth herein.
NOW,THEREFORE,in consideration of the mutual promises as set forth in this
Agreement,the parties agree as follows:
Section 1.Term.
This Agreement shall remain in full force and effect from September 2023 until
terminated by the City or by the City Manager as provided herein.
Section 2.Duties and Authority
A.The City of Atlantic Beach agrees to employ New as its City Manager to perform
the duties and functions speci?ed in the City’s Charter and Code (including but not limited to
Article III,City Charter)and to perform other legally permissible and proper duties and functions
as the City Commission shall from time to time assign.
B.The City Manager is the chief executive of?cer of the City and shall faithfully
perform the duties as prescribed in the job description as set forth in the City’s charter and/or
ordinances and as may be lawfully assigned by the City and shall comply with all lawful
Commission directives,state and federal law,City policies,rules and ordinances as they exist or
may herea?er be amended.
Page 1 of 12
51322763 vl
51397786 V
Agenda Item #8.D.
14 Aug 2023
Page 93 of 104
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C.Speci?cally,it shall be the duty of the City Manager to employee on behalf of the
City all other employees of the organization consistent with the policies of the governing body and
the ordinances and charter of the City.
D.It shall also be the duty of the City Manager to direct,assign,reassign and evaluate
all of the employees of the City consistent with policies,ordinances,charter,state and federal law.
E.It shall also be the duty of the City Manager to organize,reorganize and arrange the
staff of the City and to develop and establish internal regulations,rules and procedures which the
City Manager deems necessary for the efficient and effective operation of the City consistent with
the lawful directives,policies,ordinances,state and federal law.
F.It shall also be the duty of the City Manager to accept all resignations of employees
of the City consistent with the policies,ordinances,state and federal law,except the City
Manager’s resignation,which must be accepted by the Commission.
G.The City Manager shall perform the duties of City Manager of Atlantic Beach with
reasonable care,diligence,skill and expertise.
H.All duties assigned to the City Manager by the Commission shall be appropriate to
and consistent with the professional role and responsibility of the City Manager.
I.The City Manager cannot be reassigned from the position to another position
without the Commission’s express,written consent and approval.
J.The City Manager or designee shall attend and shall be permitted to attend,all
meetings of the Commission.
K.The Commission,individually and collectively,shall refer in a timely manner all
substantive criticisms,complaints and suggestions called to their attention to the City Manager for
study and/or appropriate action.
Section 3.Compensation
A.The City agrees to pay the City Manager an annual base salary of $207,500.00
payable in installments at the same time as otherCity employees are paid.
B.Cost of Living Adjustments (COLA).The City Manager shall receive the same
COLA increases provided to all other City general employees.
C.The City may increase said base salary and/or other bene?ts of the City Manager
in such amounts and to such an extent as the City Commission may determine desirable.This
Agreement shall be automatically amended to re?ect any salary adjustments that are provided to
the City Manager by the Commission.
Page 2 ofl2
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Agenda Item #8.D.
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Page 94 of 104
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D.Annually,and in compliance with the provisions of applicable law,the City
Commission and City Manager shall de?ne such goals and performance objectives that they
determine necessary for the proper operation of the City and in the attainment of the City
Commission’s policy objectives.Said goals and objectives shall be generally attainable within
the time limitations as specified and the annual operating and capital budgets and appropriations
provided.
Section 4.Health,Disability and Life Insurance Bene?ts;Moving Allowance.
A.The City agrees to provide and to pay the premiums for vision,dental and
comprehensive medical insurance for the City Manager and his/her dependents,at the mid-level
plan offered to other full-time City employees.The City Manager may elect to upgrade to a higher
plan,but shall pay the cost differential.
B.The City agrees to put into force and to make required premium payments for short
term and long-terrn disability coverage for the City Manager.
C.The City shall pay the amount of premium for term life insurance in the amount of
$50,000.The City Manager shall name the bene?ciary of the life insurance policy.
D.A one-time moving allowance not—to-exceeda total amount of $5,000 shall be
payable to New by the City upon written proof of receipt(s)satisfactory to the City of moving
costs and expenditures related to New’s relocation from his current residence to the City.
Section 5.Personal Leave
A.Upon commencing employment the City Manager shall be credited with 120 hours
of personal leave.In addition,beginning the ?rst day of employment,the City Manager shall
accrue personal leave at the rate for employees under the same rules and provisions applicable to
other general employees,except for the maximum accrual,as outlined in B.
B.The City Manager is entitled to accrue all unused leave,up to 340 hours,andin the
event the his/her employment is terminated,either Voluntarily or involuntarily,the City Manager
shall be compensated for all accrued personal leave.
Section 6.Automobile and Phone Allowance
A.The City agrees to pay to the City Manager,during the tem of this Agreement and
in addition to other salary and benefits herein provided,the sum of $500 per month,payable
monthly,as a vehicle allowance to be used to purchase,lease or own,operate and maintain a
vehicle.The City Manager shall be responsible for paying for liability,property damage and
comprehensive insurance coverage upon such vehicle and shall further be responsible for all
expenses attendant to the purchase,operation,maintenance,repair and regular maintenance of said
Page 3 of 12
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Agenda Item #8.D.
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Page 95 of 104
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vehicle,including gasoline.The City shall reimburse the City Manager at the IRS standard
mileage rate for any business use of the vehicle beyond 100 miles of the City limit.
B.The City shall provide the City Manager with his choice of a cell phone allowance
of $50 per month or a city-issued cell phone to compensate him for the business use of his personal
phone.The personal cell must be a smart phone and City Manager agrees to have an application
loaded on his personal cell phone that will enable him to send and receive e-mails through the City
system.
Section 7.Retirement
The City agrees to pay,on an annual basis,an amount equal to ten percent (10%)of the
City Manager’s base salary to a Mission Square 401k account,as designated by the City Manager.
The City's contribution shall not exceed the limits established by federal statute and/or regulation.
Such payments for City Manager’s retirement will be in lieu of any such payments which the City
would have otherwise made on behalf of City Manager to the City’s de?ned contribution pension
plan.
The City Manager may participate in any optional supplementalretirement plan offered to
employees.
Section 8.Professional Development
A.The City agrees to pay the City Manager’s professional dues for membership in the
ICMA,Florida League of Cities and the Florida City and County Management Association.The
City agrees to pay the costs associated with maintaining the City Manager’s engineering license,
including continuing education requirements.The City may pay other professional dues and
subscriptions on behalf of the City Manager as are approved in the City’s annual budget (on a line
item basis)or as authorized separately by the City Commission.
B.The City agrees to pay reasonable and customary travel and subsistence expenses
for the City Manager’s travel to and attendanceat professional and of?cial travel,meetings and
occasions to adequately continue the professional development of the City Manager,including but
not limited to the ICMA’s annual conference,the Florida City and County Management
Association’s annual conference,the Florida League of Cities’annual conference or other similar
professional development training opportunities,provided the associated expenses do not exceed
the allocated appropriation in the City’s annual budget.
Section 9.Community Involvement
The City recognizes the desirability of representation in and before local civic and other
organizations,and encourages the City Manager to participate in these organizations to foster a
continuing awareness of the City’s activities as well as the community’s attitudes and ideas.The
City may pay dues or membership fees toward local civic organization(s)on behalf of the City
Page 4 of 12
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Agenda Item #8.D.
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Page 96 of 104
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Manager as are approved in the City’s annual budget (on a line item basis)or as authorized
separately by the City Commission.
Section 10.Holidays
The City Manager is entitled to the same paid holidays as the general City staff.
Section 11.Termination by the City and Severance Pay
A.The City Manager shall serve at the pleasure of the City Commission,and the City
Commission may terminate this Agreement and the City Manager’s employment with the City at
any time,for any reason,or for no reason.
B.Should a majority of the entire Commission vote to terminate the services of the
City Manager “without cause”,then within ten (10)business days following such vote,the
Commission shall cause the City Manager to be paid any accrued and unpaid salary and bene?ts
earned as of the date of the vote to terminate (including personal leave but excluding such items
and allowances as are used in conducting City business such as,but not limited to,the use of the
automobileand cell phone allowance).Within forty-?ve (45)calendar days following the vote to
terminate the City Manager’s employment “without cause”,the Commission shall cause the City
Manager to be paid a lump sum severance pay equal to 20 weeks of his base salary as full and
complete payment and satisfaction of any claims of the City Manager of whatsoever nature arising
out of this Agreement or otherwise.As consideration for such payment,the City Manager shall,
prior to receipt thereof,execute and deliver to the City a general release of the City and its
Commission members and its of?cers,agents,and employees for all acts and actions from the
beginning of time until the date of release,in substantially the form which is attached hereto and
made a part hereof as Appendix 1.Any severance pay paid under this Section shall be in
accordancewith,and subject to the limits of,Section 215.425,Florida Statutes.
C.In the event the City Manager is terminated “for cause,”the City shall have pg
obligation to pay the amounts outlined in Section 11,paragraph B of this Agreement or to provide
the general release set forth therein and attached as Appendix 1.For purposes of this Agreement,
“for cause”is de?ned and limited for purposes of this Agreement to any of the following:
1.Conviction or a plea of guilty or no contest to a felony crime,or a misdemeanor
crime involving a breach of public trust,whether or not adjudication is withheld;
2.Violation of any substantive City policy,rule,or regulation,which would subject
any other City employee to termination;
3.Any intentional act involving moral turpitude causing substantial disrepute to the
City;or
4.“Misconduct,”as defined in Section 443.036(30),Florida Statutes.
Section 12.Termination by the City Manager
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Agenda Item #8.D.
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A.The City Manager may terminate this Agreement or voluntarily resign at any time
by delivering to the City Commission a written notice of termination or voluntary resignation a
minimum of forty—?ve(45)days prior to the effective date of the termination or resignation.In its
sole discretion,the City may waive,or shorten,the forty-?ve (45)day notice period by a majority
vote of the entire Commission (three members).
B.If the City Manager terminates this Agreement or voluntarily resigns after
providing the written notice required in Section l2(A),then the provisions of Section 1l(B)above,
shall not apply.If the City Manager terminates this Agreement or voluntarily resigns after
providing the written notice required in Section 12(A),the City shall pay to the City Manager any
accrued personal leave.Other than paying the City Manager any accrued compensation that he
has earned as of the date of his termination,the City shall have no further ?nancial obligation to
City Manager pursuant to this Agreement,unless the City Commission by a majority vote of the
entire Commission (three members)agrees to provide any other consideration.In such event,and
as consideration of said approval,the City Manager shall execute and deliver to the City the general
release as referenced in Section 11 B hereof.
C.If the City Manager terminates this Agreement or voluntarily resigns without
providing the notice required in Section l2(A)herein,the City shall not pay to the City Manager
any accrued personal leave.Other than paying the City Manager any accrued compensation that
he has earned as of the date of his termination,the City shall have no further ?nancial obligation
to City Manager pursuant to this Agreement.
Section 13.Residency Requirement
The City Manager agrees that he will reside within the City as a condition of his
employment as City Manager and agrees to move to the City of Atlantic Beach,as his/her
permanent residence,within six months of the date of this Agreement.
Section 14.Performance Evaluation
The City Commission has the option of conducting an annual review of the performance
of the City Manager,to be coordinated by the Director of Human Resources.
Section 15.Indemni?cation.
A.Subject to the limitations set forth in Section 768.28,Florida Statutes,and without
waiving the sovereign immunity of the City,the City shall defend,hold harmless,and indemnify
the City Manager against any action for any injury or damage suffered as a result of any act,event,
or omission of action committed by the City Manager within the scope of his employment
hereunder,provided that the City Manager timely reports the same to the City Commission and
cooperates fully and honestly in the City’s defense thereof.The City may compromise and settle
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_.
any such claim or suit and pay the amount of any settlement or judgment rendered thereon.The
provisions of this Section shall not apply to any claim,demand,suit or cause brought or asserted
against the City Manager for his acts or omissions committed while acting outside the course and
scope of his employment under this Agreement,committed in bad faith or with malicious purpose
or in a manner exhibiting wanton and willful disregard of human rights,safety,property or civil
rights.In such instance,the City shall be under no affirmative obligation to indemnify or defend
the City Manager and the City Manager shall be solely responsible for all costs associated with his
legal defenseand any settlement(s)or judgment(s)rendered in connection with the charged
conduct.
B.Said indemni?cation shall extend beyond the termination of employment and the
expiration of this Agreement to provide protection for any such acts undertaken or committed in
his capacity with the City as City Manager,regardless of whether the notice of claim or ?ling of a
lawsuit occurs during or following employment with the City.
Section 16.Bonding
The City agrees to bear the full cost of any fidelity or other bonds required of the City
Manager under any policy,regulation,ordinance or law.
Section 17.Code of Ethics
The “Code of Ethics”promulgated by the ICMA,as may from time to time be amended,
is incorporated herein,and by this reference made a part hereof.Said “Code of Ethics”shall
fl1I'I1iSl’lprinciples to govern the City Manager’s conduct and actions as City Manager of the City
Section 18.General Terms and Conditions
A.This Agreement sets forth and establishes the entire understanding between the City
and the City Manager relating to the employment of the City Manager by the City.Any prior
discussions or representations by or between the City and the City Manager are merged into and
rendered null and void by this Agreement.The City and the City Manager by mutual written
agreement may amend any provision of this agreement during the life of the agreement.Such
amendments shall be incorporatedand made a part of this Agreement.
B.This Agreement shall be binding on the City and the City Manager as well as their
heirs,assigns,executors,personal representatives and successors in interest.
C.This Agreement shall become effective on September 2023.
D.The invalidity or partial invalidity of any portion of this Agreement will not affect
the validity of any other provision.In the event that any provision of this Agreement is held to be
invalid,the remaining provisions shall be deemed to be in full force and effect as if they have been
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Agenda Item #8.D.
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executed by both the City and City Manager subsequent to the expungement or judicial
modi?cation of the invalid provision.
E.The parties acknowledge that each has shared equally in the drafting and
preparation of this Agreement and,accordingly,no court construing this Agreement shall construe
it more strictly against one party than the other and every covenant,term and provision of this
Agreement shall be construed simply according to its fair meaning.
F.A default shall consist of the breach or anticipatory breach of any covenant,
agreement,representation,provision or warranty contained within this Agreement.If a default,
breach or anticipatory breach occurs,the party not in default may,at any time or from time to time,
pursue to enforce its remedies under this Agreement by suit in equity,action at law or by any other
appropriate proceeding,for damages or other relief,or proceed to take any action authorized or
permitted under applicable laws or regulations;provided,however,the parties shall,prior to
initiating any court proceedings,initiate and complete mediation with a Florida Supreme Court
certi?ed mediator in accordance with the procedures set forth in Section 44.102,Florida Statutes,
with costs to be equally shared.
G.This Agreement and the rights,obligations and remedies hereunder shall be
interpreted and governed in all respects by the laws of the State of Florida.Any suit,action or
other legal proceeding arising out of or relating to this Agreement shall be brought in courts of
competent jurisdiction in and for Duval County,Florida.
Executed by the City of Atlantic Beach,Florida this day of 2023.
CITY OF ATLANTIC BEACH,FLORIDA
By:
Curtis Ford,Mayor
Executed by the CITY MANAGER this day of ,2023.
Mike New
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Donna Bartle,City Clerk
ATTEST:
Agenda Item #8.D.
14 Aug 2023
Page 100 of 104
APPENDIX 1
SEPARATION OF EMPLOYMENT AND GENERAL RELEASE AND WAIVER
T
This Separation of Employmentand General Releaseand Waiver Agreement (Agreement)
is made by and between the City of Atlantic Beach(City)and New (City Manager).A
WHEREAS,City has employed City Manager;however the parties wish to enter into a
voluntary agreement to terminate their employment relationship and to resolve any actual or
potential claims that either party may have against the other by reason of City Manager’s
employment or termination thereof.
WHEREAS,the parties desire to set forth the terms and conditions governing City
Manager’s separation of employment and to provide for the settlement and release of any and all
disputes or controversies that have arisen,or which may hereafter arise,between City and City
Manager,including without limitation,any and all claims arising out of or in any way related to
City Manager’s employment with or separation from the City.
NOW THEREFORE,in consideration of the mutual covenants herein contained and the
mutual bene?ts to be derived there?om,the sufficiency of which consideration is hereby
acknowledged by the undersigned,City and City Manager agree and state:
1.TERMINATION OF EMPLOYMENT
Upon their mutual agreement,City Manager’s employment with City shall terminate on
,20__,which shall be (was)City Manager’s ?nal date of employment.
2.NO ADMISSION OF LIABILITY
This Agreement is not an admission by City Manager or City of any wrongful conduct whatsoever.
Both parties deny and disclaim any liability to or wrongful conduct against the other or any third
party.
3.PAYMENT AND BENEFITS
City Manager shall receive his/her last regular paycheck at the regular scheduled payroll date.
Within ten days of this Agreement,City Manager shall receive an additional payment to
compensate for accumulated personal leave,subject to customary payroll deductions.
As consideration for this Agreement and the release contained within,and in full and complete
satisfaction of all obligations due and owing City Manager,City shall:Pay City Manager an
amount equal to twenty (20)weeks of his current salary,subject to customary payroll deductions.
4.SURRENDER AND VACATION OF EMPLOYER’S PROPERTY
Upon execution of this Agreement,City Manager shall deliver all of City’s property in his/her
possession and further,shall vacate City’s property.
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Agenda Item #8.D.
14 Aug 2023
Page 101 of 104
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5.RELEASE AND WAIVER OF CLAIMS
In consideration of the bene?ts to be provided to City Manager pursuant to this Agreement,City
Manager hereby irrevocably and unconditionally releases,waives,acquits and discharges the City
and each of its past,present and future elected of?cials,department heads,of?cers,employees,
agents,representatives and attorneys from any and all charges,complaints,claims,liabilities,
obligations,promises,agreements,controversies,damages,actions,causes of action,suits,rights,
demands,costs,losses,debts and expenses (including attorneys’fees and costs actually incurred),
of any nature whatsoever,whether known or unknown,arising out of any act,omission,or event
from the beginning of time up to the execution of this agreement.
City hereby irrevocably and unconditionally releases,acquits and discharges City Manager from
any and all charges,complaints,claims,liabilities,obligations,promises,agreements,
controversies,damages,actions,causes of action,suits,rights,demands,costs,losses,debts and
expenses (including attorneys’fees and costs actually incurred),of any nature whatsoever,whether
known or unknown,arising out of any act,omission,or event from the beginning of time up to the
execution of this Agreement.
6.REFERENCES AND NON-DISPARAGEMENT
If it is necessary for City to provide a reference to .a prospective employer,City Manager agrees
that he will direct the prospective employer to contact the Director of Human Resources at the City
of Atlantic Beach.Additionally,City Manager and the elected of?cials agree that they shall not
disparage or make untrue statements about each other;provided that this Section shall not apply
to comments made to any other governmental entity or as required by law.
7.REPRESENTATIONS AND WARRANTIES
The undersigned parties hereby represent and warrant the following to the other:
a.City Manager represents and warrants that:he/she is legally and mentally competent to
sign this Agreement;he/she is the sole owner of any claims against the City;he/she has the
requisite capacity and authority to make this Agreement,and no portion of any existing or
potential claims has been sold,assigned or pledged to any third party;and he/she presently
possesses the exclusive right to receive all of the consideration paid in exchange for this
Agreement.
b.City Manager represents and warrants that he/she has not and will not ?le any complaints
,charges or lawsuits against City or any of its past,present and future elected of?cials,
department heads,of?cers,employees,agents,representatives or attorneys with any
governmental agency or any court,including without limitation,any claim or matter of any
nature whatsoever related to or arising out of his employment with or separation of his/her
employment,except City Manager expressly reserves the right to ?le a claim for
unemployment bene?ts.City Manager further agrees to indemnify and hold City harmless
from any and all loss,costs,damages or expenses,including reasonable attorney fees
incurred by City,arising out of any claim that may hereafter be made by City Manager or
any other party.
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Agenda Item #8.D.
14 Aug 2023
Page 102 of 104
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City represents and warrants that it has not and will not ?le any complaints,charges or
lawsuits against City Manager with any governmental agency or any court,including
without limitation,any claim or matter of any nature whatsoever related to or arising out
of City Manager’s employment with or separation of his/her employment with City.
Each party is fully aware of the contents of this Agreement and of its legal effect and
understands that it shouldobtain legal advice regarding this Agreement as they deem
appropriate.The parties hereto and each of them,have carefully read this Agreement and
know the contents thereof,and they signed the same freely and voluntarily.
This Agreement sets forth the entire agreement between the parties and supersedes any and
all prior agreements or understandings between the parties pertaining to the subject matter
herein.No waiver of a breach of any provision of this Agreement shall be construed to be
a waiver of any breach of any other provision of this Agreement or of any succeeding
breach of the same provision.No delay in acting with regard to any breach of any provision
of this Agreement shall be construed to be a waiver of such breach.If any provision in this
Agreement is found to be unenforceable,all other provisions will remain fully enforceable.
No promise or inducement has been made or offered,except as herein expressly set forth,
and this Agreement is executed without reliance upon any statement or representation by
any of the released parties or their representatives.
The language of all parts of this Agreement shall,in all cases,be construed as a whole,
according to its fair meaning,and not strictly for or against either party.
This Agreement and any amendments hereto may be executed in multiple counterparts by
the parties,or copied.Each counterpart or copy shall be deemed an original,but all
counterparts together shall constitute one and the same instrument.
JURISDICTION
This Agreementshallbe governed by the laws of the State of Florida,and venue shall be in Duval
County,Florida.
9.BINDING EFFECT
This Agreement shall be binding upon and shall accrue to the benefit of the parties hereto,their
respective heirs,personal representatives,successors in interest and assigns.
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Agenda Item #8.D.
14 Aug 2023
Page 103 of 104
IN WITNESS WHEREOF,the parties have executed this Agreement as of the respective
dates set fo1thbelow and each hereby acknowledges receipt of an executed copy of this Agreement.
DateMikeNew
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On behalf of the City of Atlantic Beach,Florida:
Curtis Ford,Mayor
City Manager
Date
Agenda Item #8.D.
14 Aug 2023
Page 104 of 104