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Purchase and Sale Agreement - Dora DrivePURCHASE AND SALE AGREEMENT Dora Drive Parcel ID 172118 0000,172119 0000,172122 00001 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"). RECITALS: 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 sufficiency of which is acknowledged, the parties agree as follows: 1. PURCHASE AND SALE. 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 Seller'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, benefiting such land. 2. PURCHASE PRICE. The purchase price(the"Purchase Price") for the Property will he $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 confirmed 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 51459496 v3 I 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 confirmed 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. 114IFORMATION.ACCESS AND FEASIBILITY PERIOD. a) Within five(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 Seller'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. b) Buyer shall have until 5:00 P.M. eastern time on the date that is forty-five (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 environmental 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 file any lien against the Property.In the event any lien is filed,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 514594%v3 2 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 all claims, 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 returned 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 certified by the surveyor to Seller, Buyer, Escrow Agent, and the Title Company (as defined below), shall meet the minimum technical standards of the State of Florida,shall set forth the gross acres to the nearest 1/100th of an acre, shall show all easements and restrictions benefitting 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 51459496 v3 3 defined)shall be endorsed to reflect 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 Buyer may notify the Seller of Buyer's objections to any such matters("Survey Objections") within forty-five (45) days of the Effective Date. If Buyer does not deliver Survey Objections within such period, then any matters reflected on the Survey shall be deemed to be"Permitted Exceptions." Seller shall have a period of five(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. TITLE 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 the value, 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 defined)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 disqualified 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-five(45) days after the Effective Date. Any title matters reflected 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 identified 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 specifically 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 514594%v3 4 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 affidavit, 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 released at or prior to closing and shall cooperate with closing agent regarding same.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 specifically survive the termination of this Agreement)and Buyer shall be entitled to a return 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 financing. 8. CONDITIONS TO CLOSE. 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 Purchase Price. 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). 51459496 v3 5 b) The Property is not subject to any actual or pending litigation. c) Seller has cured all Survey objections made by Buyer(if any) d) Seller has cured all Title Objections made by Buyer(if any). The following are conditions precedent to Seller's obligation as 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, tornados, hurricanes and tropical storms, pandemics, inclement weather in excess of historical weather patterns for the period in question, fire, flood, 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 BUYER 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." c) 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. 51459496 v3 6 d) 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. e) At the Closing, Seller shall deliver all keys and lock combinations in Seller's possession or control for all locks on the Property. t) At the Closing, Seller shall deliver such evidence,common documents or affidavits 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. CLOSING COSTS.REIMBURSEMENT AND PROBATIONS. a) 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. b) 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 specifically attributable to Seller in this Agreement. c) 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. 51459496 v3 7 ii) Special assessments or charges imposed against the Property by any applicable governmental authorities with jurisdiction over the Property(if any). iii) 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 shall be 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. iv) 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. v) 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) Buyer'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 Buyer is subject or bound. b) 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. 51459496 v3 8 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 23- 26. d) 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. f) 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. 12. REPRESENTATIONS BY SELLER. 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. c) This Agreement has been duly authorized by Seller and,when fully executed and delivered, shall constitute a legal, valid, and binding obligation of Seller. d) 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. f) 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. 51459496 v3 9 13. ACKNOWLEDGEMENTS AND ADDITIONAL COVENANTS. a) 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. b) 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. 15. LEASING AND OTHER ACTIVITIES PRIOR TO CLOSING a) 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. b) 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 certificate, 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. c) 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 fire, flood 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 51459496 v3 1 0 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 ascertainment,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 refund of the Escrow Deposit or Buyer may seek specific 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 specifically 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:jgabrielnaburr.com 51459496 v3 1 1 If to Buyer:Zach Miller,Esq. Email: Zwmillerlaw@gmail.com If to Escrow Agent: McKillop Law Firm,PL Email: ian@mckilloplawfirm.com Notices shall be effective on receipt and may be given by parties or counsel to either party. b) hagamgai. 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 Seller's sole and absolute discretion. c) Attorneys' Fees and Venue. 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. d) 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 modified or amended only in writing and signed by Buyer and Seller and any and all prior discussions, negotiations, or representations which are not specifically set forth in this Agreement or in addendum to this Agreement are null,void and of no force and effect. e) 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 full 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. 51459496 v3 12 t) 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 fire 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 benefits the Property is lost; (3) access to or egress from the Property is materially impaired; or (4) Seller do not demonstrate to Buyer's reasonable satisfaction 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 fire 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 fire 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 17(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 17(f)(ii)unless,within fifteen(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 17(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 fire 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 benefit), and Seller's obligation to so cooperate shall survive the Closing. g) Interpretation,The captions in this Agreement are for information and convenience only and shall in no way define,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 specified,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. h) Counterparts,This Agreement may be executed in one or more original counterparts, all 51459496..: 13 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. Electronic 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 attachment of 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. Con fi(I en tiality.Buyer and Seller shall maintain at all times as confidential 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 officials 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 confidential 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. k) 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. I) 1031 Exchange. 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 regulations 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 qualified intermediary for the purpose of completing such an exchange. m) Possession. Possession of the Property shall be delivered to Buyer by Seller at the Closing, subject only to the Permitted Exceptions. n) Waiver; Governing 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 51459496 v3 14 regard to the principles of conflict of law. In recognition of the benefits 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 the dealings of the parties with respect thereto, shall be tried only by a federal or state court having jurisdiction in Duval County, Florida. o) Brokers. Seller and Buyer shall each indemnify, defend, protect and hold harmless the other against and from any and all Losses(as hereinafter defined)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, fines, 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. a) 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 FOR INFORMATION. b) 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. c) BUYER SHOULD RELY NOT UPON ANY REPRESENTATIONS OTHER THAN THOSE EXPRESSLY STATED IN THIS CONTRACT. d) 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 51459496 c3 1 5 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 officers, 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 affiliate of the Buyer(or any of their officers, 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. 20. CONFIDENTIALITY Buyer and its representatives shall hold in strictest confidence 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 confidentially. 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 20, Buyer shall be entitled to an injunction restraining Seller or its agents or representatives from disclosing, in whole or in part, such confidential 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 20 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) 51459496 v3 16 BUYER: CITY OF ATLANTIC BEACH, FLORIDA,a municipal corporation By: Name: .J$ ‘-‘ft 2Ty co(itle: G cM AO- Date: z..7• Z 3 Attest: 404014 NrAl4e& Donna Bartle, City Clerk SELLER: HOOSE HOMES AND INVESTMENTS,LLC.,a Florida limited liability company By: f By: Name Alexander Sifakis Title:Manager Date:8/21/2023 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. By: Name: Ian McKillop Its: Manager 51459496 v3 17 L,xhibit List: Exhibit A—Description of the Property Exhibit B—Form of Escrow Agreement Exhibit C—Deed Exhibit D—List of Due Diligence Materials Exhibit E—Form of Bill of Sale and General Assignment 51459496 v3 1 8 EXHIBIT A DESCRIPTION OF PROPERTY DORA PARCEL A PART OF SECTION 17, TOWNSHIP 2 SOUTH. RANGE 29 EAST. AND A PART OF LOTS 10 AND 11. E.M. DONNER'S SUBDIVISION, ACCORDING TO PLAT RECORDED IN PLAT BOOK 8. PAGE 4, CURRENT PUBLIC RECORDS OF OUVAL COUNTY, FLORIDA. MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF COMMENCEMENT BSAIDNAT LOTST110 ANDE 11, ATDCORNERSTANcE OF 247.82 FELOT ET TOTHENCE THE NORTHWEST2CORNERWEST OF THEALONG SOUTH 505T FEE HOE OF LOT 10; THENCE NORTH 89'27'49 EAST ALONG THE NORTH LINE OF THE SOUTH 50 FEET OF LOT 10, A DISTANCE OF 440 00 FEET TO AN INTERSECTION WITH THE WESTERLY RIGHT-OF-WAY LINE OF FRANCIS AVENUE A 30 00 FOOT RIGHT-OF-WAY 8Y PLAT); THENCE SOUTH 00'33' 04' EAST ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 50.00 FEET TO THC SOUTHEAST CORNER OF SAID LOT 10; THENCE DEPARTING SAID RIGHT-OF- WAY SOUTH 89'27'49" WEST ALONG THE SOUTH LINE OF LOT 10, A DISTANCE OF 94. 00 FEET: THENCE DEPARTING SAID LOT LINE SOUTH 00' 33'04" EAST. A DISTANCE OF 112.00 FEET: THENCE NORTH 89'27' 49" EAST, A DISTANCE OF 20.00 FEET; THENCE SOUTH 00'33'04' EAST, A DISTANCE OF 74.00 FEET; THENCE NORTH 89'27' 49" EAST, A DISTANCE OF 74.00 FEET TO A POINT ON SAID RIGHT-OF-WAY LINE; THENCE SOUTH 00'33'04" EAST ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 12.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 11; THENCE SOUTH 89'29'13" WEST ALONG SAID SOUTH LINE OF LOT 11, A DISTANCE OF 222.13 FEET; THENCE DEPARTING SAID LOT LINE NORTH 01'46'50' WEST. A DISTANCE OF 50.00 FEET; THENCE NORTH 78'01'33' WEST. A DISTANCE OF 115.65 FEET: THENCE SOUTH 01'14'37" WEST. A DISTANCE OF 75.00 FEET TO A POINT ON SAID SOUTH LINE OF LOT 11: THENCE SOUTH 89' 29'13" WEST ALONG SAID LOT LINE, A DISTANCE OF 105.43 FEET TO THE POINT OF BEGINNING. CONTAINING 1 977 ACRES MORE OR LESS 51459496 v3 EXHIBIT B ESCROW AGREEMENT bcrow Agreemen( THIS ESCROW AGREEMENT (this"Escrow Agreement") 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 "Agreement"). Unless otherwise defined 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 defined 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 sufficiency 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 taking any action until it receives payment for such costs from the Principal(s). 2. Release of Deposit 51459496 c2 a) 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. b) 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 conflict 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 final order or judgment of a court of competent jurisdiction. c) 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. d) 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 financial failure or bankruptcy of such institution;provided,however, that such institution is a banking institution duly licensed under the federal orstate banking laws. 3. 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 Agent shall not be liable in any manner for the sufficiency or correctness as to form, 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 51459496 v3 omissions of any kind unless caused by its willful misconduct or grossnegligence. b) 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 disposition of same in accordance with this Escrow Agreement and any costs,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 indemnify, defend and hold Escrow Agent harmless from and against any and all claims, liabilities, damages, costs,penalties,losses,actions,suits or proceedings at 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 may be 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 subparagraph 3(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. 4. Disputes a) 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 Deposit Escrow Agent shall,at its option,either:(1)tender the Escrow Deposit to the registry of the appropriate court; 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 harmless from and against any damages or losses in connection therewith including,but not limited to,attorneys'and paralegals'fees and court costs at all trial and appellate levels, except to the extent caused by Escrow Agent's gross negligence or willful misconduct. a) In the event Escrow Agent tenders the Escrow Deposit to the registry of an appropriate court and files an action of interpleader naming 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 obligation and liability hereunder or in connection herewith and Principal(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 connection with the filing of such action, including,but not limited to,attorneys'and paralegals' fees and court costs at all trial and appellate levels,except to the extent caused by Escrow Agent's gross negligence or willful misconduct. 51459496 v3 5. Terms of Agreement a) This Escrow Agreement shall remain in effect unless and until it 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 u) 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. b) 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 determination of the rights between Principal(s),by interpleader or other appropriate action, 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 attorneys'and paralegals'fees and court costs at all trial and appellatelevels. c) 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 specified in Paragraph 3(b) above, Escrow Agent shall not otherwise have the right to withhold the Escrow Deposit from said newly appointed escrow agent. d) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Escrow Agreement unless in writing and signed by all Principal(s) and Escrow Agent. In no event shall any modification 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, certificates,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 Agreement,if any;or(2)upon receipt if mailed by United States registered or certified 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: 51459496 v3 Escrow Agent: McKillop Law Firm,PL Email: ian@mckilloplawfirm.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 Principal(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 conflict 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. 51459496 v3 SELLER: HOOSE HOMES AND INVESTMENTS, LLC., a Florida limited liability company B : } ',- Nam Alexander Sifakis Title: Manager Date: 8/21/2023 BUYER: CITY OF ATLANTIC BEACH,FLORIDA,a municipal corporation By: (),, Name: T GEr ki 1 Title: Gt-r; "`4-1"-f-'C Date: 2 S•z 77 Attest: 4ai 4a4 Donna Bartle,City Clerk ESCROW AGENT: McKillop Law Firm,PL, By: Name: Ian McKillop Title: Manager Date: 08/21/2023 51459496 v3 EXHIBIT C DEED PREPARED BY: ESPECIAL WARRANTY 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 confirm 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 subject 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 51 45Y4v6,; EXHIBIT D DUE DILIGENCE MATERIALS DOCUMENTS REQUESTED All title commitment,policies and related instruments All surveys All land records Current Service Contracts All environmental and geotechnical reports of the Property 514594%v3 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 sufficiency 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 fixtures 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 fixtures, 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, certificates, 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 offices 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 specifications relating to the Premises. 51459496 v3 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 (d) 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 specifications, 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. f) 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 of this page has been intentionally left blank.] 51459496 v3 IN WITNESS WHEREOF, this Bill of Sale has been duly signed and sealed by the Seller as of the date first set forth above. BUYER: CITY OF ATLANTIC BEACH, FLORIDA, a municipal corporation By: Name: Title: Date: Attest: Donna Bartle, City Clerk SELLER: HOOSE HOMES AND INVESTMENTS, LLC,a Florida limited liability company By: Name: Title: Date: 51459496 v3 Exhibit A Land" 51459496 v3