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Resolution No. 23-55RESOLUTION NO. 23-55 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF ATLANTIC BEACH, FLORIDA, AUTHORIZING THE EXECUTION OF A PURCHASE AND SALE AGREEMENT (EXHIBIT A) BETWEEN THE CITY OF ATLANTIC BEACH AND WATCHCARE, INC., FOR THE PURCHASE OF 0.44+- ACRES OF REAL PROPERTY IN ATLANTIC BEACH AT 100 WEST FIRST STREET (PARCEL ID 170715-0000) FOR THE PRICE OF $700,000; DESIGNATING GENERAL FUND FUND BALANCE (RESERVE) FUNDS TO BE USED FOR THIS PURPOSE, PENDING THE APPROVAL OF A CORRESPONDING FISCAL YEAR 2023-24 BUDGET AMENDMENT; 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 service level to the citizens of Atlantic Beach, the City of Atlantic Beach desires to purchase 0.44+- acres of real property in Atlantic Beach at 100 West First Street (Parcel ID 170715-0000) from Watchcare, Inc., for the price of $700,000; and WHEREAS, the City of Atlantic Beach desires to utilize General Fund Fund Balance (Reserve) 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 (Exhibit) between the City of Atlantic Beach and Watchcare, Inc., for the purchase of 0.44+- acres of real property in Atlantic Beach at 100 West First Street (Parcel ID 170715-0000) for the price of $700,000. Section 2. The City Commission hereby authorizes the use of General Fund Fund Balance (Reserve) funds for this purpose, pending the approval of a corresponding Fiscal Year 2023-24 budget amendment. 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. Section 4. All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 5. This Resolution shall become effective upon passage an adoption. Page 1 of 2 Resolution No. 23-55 PASSED AND ADOPTED by the City Commission of the City of Atlantic Beach, this 11 day of December, 2023. Curtis Porj, Ntfaydr Attest: Aft"", Donna L. Bartle, City Clerk Approved as to form and correctness: Jason ne , ty Attorney Page 2 of 2 Resolution No. 23-55 EXHIBIT A to Resolution No. 23-55 AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT is made and entered into this _ day of , 2023, by and between CITY OF ATLANTIC BEACH, FLORIDA, a municipal corporation (hereinafter referred to as the "Buyer"), and WATCHCARE INC., a Florida not-for-profit corporation, (hereinafter referred to as the "Seller"). WITNESSETH: For and in consideration of the covenants, promises, undertakings and agreements hereinafter set forth, the parties agree as follows: 1. Agreement of Sale and Purchase. Seller agrees to sell and Buyer agrees to buy, on the terms and conditions hereinafter stated, the real property containing approximately 0.44 acres located at 100 W 1st Street, Atlantic Beach, Duval County, Florida 32233 (RE# 170715-0000), more particularly depicted on Exhibit "A" attached hereto and by this reference made a part hereof, together with all improvements, fixtures, equipment, appurtenances, rights, water rights, easements, rights-of-way, tenements and hereditaments incident thereto and all title and interest, if any, of Seller in and to all strips and gores and any land lying in the bed of any street, together with all rights, permits, approvals, licenses, concurrency, entitlements, impact fee credits, fair share credits and/or mobility fee credits, development rights and other intangible rights benefiting the real property (hereinafter collectively referred to as the "Property"). 2. Purchase Price and Method of Payrnent. The purchase price for the Property shall be Seven Hundred Thousand and 00/100 Dollars ($700,000.00) (the "Purchase Price"). The Purchase Price shall be paid as follows: a. Upon the execution of this Agreement, Buyer shall deliver to Rock Solid Law (hereinafter referred to as the "Escrow Agent"), the sum of Five Thousand and 00/100 Dollars ($5,000.00) (hereinafter referred to as the "Deposit"). The Deposit will be held by the Escrow Agent in accordance with the terms of the Agreement. b. The balance of the Purchase Price shall be payable by Buyer to Seller, in cash, by wire transfer, payable at the consummation of the transaction contemplated by this Agreement, as adjusted by any prorations (the "Closing"). The Deposit shall be applied as a credit against the Purchase Price at Closing. Inspection Period. a. Buyer shall have a period of one hundred twenty (120) days from the Effective Date (as that term is hereinafter defined) (such period is hereinafter referred to as "Inspection Period") to conduct an investigation of the Property. During the Inspection Period, Buyer shall have access to the Property to conduct any inspections or tests which Buyer deems necessary or desirable, including but not limited to soil tests and environmental audits in order to determine if the Property can be developed for the Buyer's intended use. The Buyer hereby agrees to indemnify and hold Seller harmless from any loss or liability incurred by Seller as a result of EXHIBIT A to Resolution No. 23-55 any of Buyer's actions relative to such activities, except for the discovery of conditions not created by Buyer or its agents. This indemnity shall survive the Closing or any earlier termination of this Agreement. If Buyer is not satisfied, in its sole discretion, as to all factors concerning the Property, Buyer shall be entitled by written notice to Seller, on or prior to the termination of the Inspection Period, to cancel this Agreement and receive a full refund of the Deposit, and upon delivery of such notice to Seller and return of the Deposit to Buyer, this Agreement shall be deemed null and void, and each party shall be relieved of all liabilities and obligations hereunder except for the indemnity provided by the Buyer to the Seller pursuant to this Paragraph 3. If Buyer has not terminated this Agreement, as provided herein, or defaulted hereunder, the right of entry and investigation granted in this Paragraph 3 shall continue unabated through Closing or until this Agreement is otherwise terminated. b. Within three (3) business days after the Effective Date, the Seller shall deliver to the Buyer or Buyer's counsel copies of the following, to the extent such items are within the Seller's possession and control: copies of all existing title insurance policies, boundary or topographical surveys, environmental reports, geotechnical reports, engineering plans, permits, approvals, licenses and any and all other applications, agreements, documents or instruments relating to the Property, all service and management contracts affecting the Property, as well as impact fee, development or concurrency agreements related to the Property. 4. Survey. Buyer shall have the right, but not the obligation, to cause to be prepared at Buyer's expense, a survey of the Property by a registered land surveyor or engineer (the "Survey"). If said Survey shows (1) any encroachments on the Property or that improvements, if any, on the Property encroach on other lands, or (2) that the Property is not contiguous to a publicly dedicated right-of-way, or (3) any other facts that are objectionable to Buyer, then any such facts shall constitute a title defect for purposes of Paragraph 5 below. 5. Title Evidence. At Closing, Buyer shall obtain a fee title insurance policy (hereinafter referred to as the "Policy") (unqualified, except as provided in this Paragraph 5) with all printed standard exceptions deleted, insuring Buyer as the fee simple owner of the Property in the full amount of the Purchase Price for the Property; such Policy to be purchased from and issued by a reputable, national title insurance company acceptable to Buyer (hereinafter referred to as the "Title Company"). Within thirty (30) days after the Effective Date, Buyer, at Seller's expense, shall obtain a commitment for such title insurance policy (hereinafter referred to as the "Title Commitment") and copies of all exception documents referenced therein. The Title Commitment must disclose the title to be good, marketable and insurable. If either the Survey or the Title Commitment reveals any monetary liens or encumbrances, or any encroachments, overlaps, easements, restrictions, covenants, conditions or other title defects that Buyer does not approve or would otherwise adversely affect Buyer's ability to develop the Property for Buyer's intended use (hereinafter referred to as the "Title Objections"), then Buyer, within fifteen (15) days after receipt of the Survey and Title Commitment (whichever is received last), may notify Seller of the Title Objections. Seller shall have a period of fifteen (15) days after receipt of notice of the Title Objections and elect in writing whether it intends to cure any such Title Objections. Seller shall have no duty to cure any Title Objections except that Seller must cure (i) liens or encumbrances evidencing monetary obligations at or before Closing, and (ii) any Title Objections that are the result of Seller's acts or omissions occurring after the Effective Date of this Agreement. If any such Title Objections, other than those that will be cured or satisfied at Closing, remain uncleared EXHIBIT A to Resolution No. 23-55 by Seller at the end of fifteen (15) days after Seller receives notice of the Title Objections, then the Seller shall give Buyer written notice of Seller's failure to cure all the Title Objections and describe with specificity in that notice the Title Objections which remain uncured and those Title Objections which will be satisfied at Closing. Following receipt of such notice, the Buyer may then do one of the following as Buyer's sole remedy: a. Accept the uncured Title Objections and require the Seller to deliver the title to the Property at the Closing in its existing condition with no reduction in the Purchase Price; or b. Terminate this Agreement and require the Escrow Agent to return to Buyer the Deposit paid to date, whereupon this Agreement shall be automatically terminated and all parties released from further obligation hereunder. Any matters of title or survey approved or waived (or deemed waived) by Buyer shall be deemed "Permitted Exceptions." Seller covenants and agrees that it shall not record any instrument affecting title to the Property during the term of this Agreement without the Buyer's prior written consent, which consent shall not be unreasonably withheld or delayed. At least five (5) business days prior to Closing, the Buyer shall have the right to have the Title Commitment updated to a current date (hereinafter referred to as the "Updated Commitment"). In the event the Updated Commitment discloses any new title exceptions recorded after the effective date of the Title Commitment that were not previously approved in writing by Buyer, and such new title exceptions, in Buyer's reasonable opinion, materially and adversely affect the Buyer's ability to use the Property for Buyer's intended use (hereinafter referred to as "Additional Title Defects"), then the Buyer shall give Seller written notice of any Additional Title Defects. If Buyer provides timely notice of any Additional Defects, Seller shall cure such Additional Defects identified in Buyer's notice prior to Closing. 6. Proration. a. Real property taxes and all assessments upon the Property for the year of Closing shall be prorated as of the Closing Date on the basis of maximum discounts allowed by taxing authorities, if any, with Seller providing Buyer a credit for Seller's period of ownership. Real property taxes and assessments for all prior years shall be Seller's responsibility and shall be paid by Seller at or prior to Closing. If the amount of taxes or assessments for the current year cannot be ascertained as of the Closing, the rates, millages and assessed valuations for the preceding calendar year (with known changes) shall be used for purposes of making a tentative proration at Closing; however, said taxes and assessments shall thereafter be finally reprorated by and between the Seller and Buyer (on the basis of maximum allowable discounts) upon receipt by Seller or Buyer of the statement or statements therefor from the proper taxing authorities. b. The final meter readings on all gas, water, sewer, electric, and all other utility services shall be made as of 12:01 A.M. on the Closing Date or as soon thereafter as possible. For the convenience of the parties, Seller and Buyer may agree to an estimated meter reading as of the Closing Date based upon a prior reading or agree upon a proration based upon EXHIBIT A to Resolution No. 23-55 the previous month's applicable utility bill. Seller shall be responsible for all charges for consumption of utilities and any waste and garbage charges prior to the Closing Date, and Buyer shall be responsible for all utility charges and any waste and garbage charges from and after the Closing Date. All deposits for utility services shall remain the sole property of Seller, and Buyer shall prior to Closing make new security deposit arrangements with the utility companies providing service to the Property. C. All other matters of income and expense shall be prorated as is customary where the Property is located. d. This Paragraph 6 shall survive Closing. Closing Conditions. a. The Buyer shall not be obligated to close the transaction contemplated herein unless and until each of the following conditions precedent are satisfied or waived pursuant to the terms of this Paragraph 7. i. All of the Seller's representations and warranties set forth in Paragraph 12 shall remain true and correct and Seller shall have performed all covenants set forth in Paragraph 12; ii. As of the Closing Date, no governmental authority having jurisdiction over the Property shall have passed, adopted or otherwise implemented any type of moratorium that would prohibit an owner of the Property (including the Buyer) from being able to develop and operate the Property for Buyer's intended use; iii. Buyer shall have received a "marked down" Title Commitment subject only to the Permitted Exceptions; and iv. The Property shall be in the same condition, subject to normal wear and tear, as existed at the end of the Inspection Period. b. The conditions to closing set forth in subparagraphs a.i. - iv. above are hereinafter referred to as the "Conditions Precedent." If any Condition Precedent is not satisfied at or prior to Closing ("Condition Satisfaction Date"), then Buyer may do one of the following: i. Terminate this Agreement and require the Escrow Agent to return to Buyer the entire Deposit, whereupon this Agreement shall be automatically terminated and all parties released from all further obligations hereunder; or ii. Waive the unsatisfied Condition(s) Precedent and proceed with Closing. Written notice of Buyer's decision to (i) terminate this Agreement or (ii) waive the unsatisfied Condition(s) Precedent shall be given by Buyer to Seller within three (3) days after the Condition Satisfaction Date. Except as set forth in Paragraph 9 below, the failure of Buyer to give EXHIBIT A to Resolution No. 23-55 Seller notice of its election to terminate this Agreement within three (3) days after the Condition Satisfaction Date shall be deemed to constitute an election by the Buyer to waive any unsatisfied Condition(s) Precedent and proceed to Closing. Notwithstanding anything in the foregoing sentence to the contrary, nothing contained herein shall limit Buyer's remedies under this Agreement in the event the unsatisfied Condition(s) Precedent constitutes a default of this Agreement by Seller. 8. Closing Costs. The closing costs shall be paid as follows: a. Seller shall pay all recording charges for documents contemplated herein to be recorded except the deed; any documentary stamp/transfer taxes due on the deed; the cost of the owner's title insurance policy and all related search and abstract fees; the Broker; Seller's attorneys' fees; satisfaction of any mortgages or other liens or encumbrances on the Property and the cost for recording any curative title documents required hereunder. b. Buyer shall pay for the recording charges on the deed; the cost of the Survey; its attorneys' fees and all costs of Buyer's inspections. 9. Closing. The Closing of the purchase and sale of the Property will be conducted by wire transfer and overnight delivery to the Escrow Agent (or as the parties may otherwise agree), and shall take place on the date that is thirty (30)_ days following the expiration of the Inspection Period (herein referred to as the "Closing Date"). Buyer may elect to close prior to the Closing Date by delivering notice of such election to the Seller five (5) Business Days prior to the date on which Buyer wants to close. In such an event, the date specified in Buyer's notice shall be deemed the Closing Date. a. The Purchase Price shall be paid in full by Buyer to Seller in cash at the Closing, subject to any prorations, upon which the Deposit shall apply as a part. b. Upon receipt of the Purchase Price, Seller shall convey title in and to the Property to Buyer, or Buyer's nominee or assignee, by special warranty deed free and clear of all liens and encumbrances except for the Permitted Exceptions, and shall assign to Buyer, at no additional expense to Buyer, all rights, permits, approvals, licenses, concurrency, entitlements, impact fee credits, fair share credits and/or mobility fee credits, development rights and other intangible rights related to the Property, sufficient for Buyer to develop the Property for Buyer's intended use, each in such form as is reasonably acceptable to Buyer. At Closing, Seller shall also execute and deliver to a bill of sale with respect to all improvements, fixtures, equipment and other personal property located at the Property, each in such form as is reasonably acceptable to Buyer. C. At Closing, the Seller shall furnish to Buyer (1) a Seller's affidavit, in form acceptable to the Title Company, sufficient to provide "GAP" coverage and to remove standard printed exceptions to title in the Policy regarding (i) unrecorded matters (except general real estate taxes not yet due and payable); (ii) parties in possession; and (iii) mechanic's liens; (2) a non - foreign affidavit as defined by Internal Revenue Code Section 1445 in form reasonably acceptable to Buyer dealing with the subject matter of Section 1445 of the Internal Revenue Code; (3) a Survey Affidavit of no change to the Property since the date of such Survey in such form as EXHIBIT A to Resolution No. 23-55 approved by the Title Company; and (4) other affidavits and resolutions as may be customarily required by the Title Company in order to insure the Buyer's title to the Property. 10. Possession. Possession of the Property will be delivered to Buyer at Closing. 11. Default. a. If Buyer defaults in its obligation to purchase the Property in accordance with the terms of this Agreement or otherwise defaults in its obligations hereunder that are to be performed at or before Closing, following the expiration of a ten (10) day written notice and cure period and such default not being cured, Seller's sole and only remedy against Buyer for Buyer's default shall be to retain the Deposit paid by Buyer as liquidated and agreed upon damages. It is agreed by the parties that such amount is a fair and reasonable measure of the damages to be suffered by Seller in the event of such default and that the exact amount thereof is incapable of ascertainment. In the event of such default by Buyer, Escrow Agent shall promptly give Buyer written notice of any request by Seller for Escrow Agent to pay over the Deposit and, unless Buyer, within three (3) Business Days after receipt of such notice from Escrow Agent, delivers to Escrow Agent written objection to such delivery of the Deposit, Escrow Agent shall pay over the Deposit to Seller within five (5) Business Days after Escrow Agent's notice to Buyer. b. In the event Seller breaches any of its representations or warranties set forth herein or otherwise fails to perform its obligations under this Agreement which are to be performed at or prior to Closing, in accordance with its terms, for any reason except for Buyer's default, following the expiration of a ten (10) day written notice and cure period and such default not being cured, Buyer shall be entitled to one of the following as Buyer's sole remedy: (i) terminate this Agreement, receive a prompt and complete return of the Deposit, (ii) seek and obtain specific performance of this Agreement, or (iii) if but only if, specific performance is not available, then Buyer may bring an action against the Seller for damages, together with all costs and attorney's fees. 12. Representations, Covenants and Disclosures by Seller. Seller hereby represents, warrants and covenants to Buyer, which representations and warranties shall remain true through the Closing Date: a. Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Florida. Seller has the full right and authority to enter into this Agreement and consummate the transactions contemplated by this Agreement. All requisite action has been taken by Seller in connection with the execution of this Agreement, the instruments referenced herein, and the consummation of the transactions contemplated hereby. The execution by Seller of this Agreement and the consummation by Seller of the transaction does not, and at the Closing will not, result in any breach of any of the terms or provisions of or constitute a default or a condition which upon the giving of notice or passage of time or both would ripen into a default under any indenture, agreement, instrument or obligation to which Seller is a ply. EXHIBIT A to Resolution No. 23-55 b. There are no violations of any federal, state or local law, ordinance, rule, regulation, statute or governmental code or ordinance affecting the Property of which the Seller or any of its agents have knowledge. C. There is no known litigation or administrative proceeding, including any condemnation or eminent domain proceeding, pending, or to the best of Seller's knowledge, threatened, which affects the Property or any portion thereof. d. There are no leases, rights of first refusal, options or other contracts affecting the Property, and, during the term of this Agreement, Seller shall not enter into any lease, right of first refusal, option or other contract affecting the Property without Buyer's prior written consent. e. There are no contracts or agreements presently in place related to the operation, management, or maintenance of the Property that are binding on Seller or would bind Buyer or the Property after Closing. Seller covenants to terminate, at Seller's sole cost and expense, any such service contracts or agreements at or prior to Closing. f. To the best of Seller's knowledge and except as may be otherwise disclosed in any environmental report(s) delivered to, or made available to, Buyer pursuant to Paragraph 3 hereof, no hazardous or toxic materials are present in, on or under the Property and the Property has never been used by Seller or any entity for the unlawful storage, handling, manufacture, transportation, or use of hazardous materials. As used herein, "hazardous or toxic materials" shall include any and all materials or substances which are regulated by, or the presence of which could give rise to liability for an owner of property for removal or cleanup, under any federal, state, or local law, statute, rule, regulation or ordinance. g. All of the documents and materials delivered by Seller to Buyer in connection with Paragraph 3 above are accurate, true, correct, and complete in all material respects. h. Seller covenants not to take any action which would cause any of the representations and warranties herein contained to be inaccurate or untrue in any respect, and Seller agrees to keep Buyer informed of the occurrence of any event which comes to its attention which may cause such representations and warranties to be materially inaccurate or untrue. i. Seller shall maintain casualty and liability insurance with respect to the Property and all such policies shall be kept in full force and effect until the Closing. 13. Real Estate Commission. a. Seller represents and warrants to Buyer that there are no real estate brokers, salesmen, finders or any other persons or entities involved in this transaction that may claim a commission, finder's fee or other fee, except Keller Williams Atlantic Partners Southside (the "Broker"), which Seller agrees to pay a brokerage commission in the amount of six percent (6%) of the Purchase Price ($42,000.00), if and when this transaction closes. Seller agrees to indemnify and hold Buyer harmless from any and all liability, loss, damages and expenses, including reasonable attorney's fees, that Buyer may incur by reason of, resulting from or arising out of any claim of any broker, salesman, finder or other person or entity claiming a commission, finder's fee EXHIBIT A to Resolution No. 23-55 or other fee by, through or under Seller. Further, in the event any broker, salesman, finder or other person or entity claiming a real estate commission fee in connection with this transaction by, through or under Seller files a suit naming Buyer as a defendant, Seller agrees, at its costs and expense, to defend any such suit or action naming Buyer as a defendant. b. Buyer represents and warrants to Seller that there are no real estate brokers, salesmen, finders or any other persons or entities involved in this transaction that may have a claim for a commission, finder's fee or other fee arising through Buyer, except the Broker. Buyer agrees to indemnify and hold Seller harmless from any and all liability, loss, damages and expenses, including attorneys' reasonable fees, that Seller may incur by reason of, resulting from or arising out of any claim of a real estate broker, salesman, finder or other person or entity, claiming a real estate commission, finder's fee or other fee, by, through or under Buyer. Furthermore, in the event any broker, salesman, finder, or other person or entity, claiming a real estate commission or fee in connection with this transaction by, through or under Buyer files a suit naming Seller as a defendant, Buyer agrees, at its cost and expense to defend any such suit or action naming Seller as a defendant. 14. Condemnation, Casualty. If, at any time prior to Closing, the Property or any portion thereof is taken by eminent domain or if any preliminary steps in any taking by eminent domain of the Property or any portion thereof occurs and if Buyer, in its reasonable judgment, determines that such actual or threatened taking would render the Property unsuitable to Buyer's intended use of the Property, the Buyer may, at its option, either at the Closing or on the tenth (10th) Business Day after receipt of notice or knowledge of such actual or threatened taking (whichever first occurs), terminate this Agreement and upon such termination the Deposit shall be returned to Buyer and thereupon all rights and liabilities arising hereunder shall terminate. Seller shall notify Buyer in writing of any such taking and all steps preliminary thereto as soon as the Seller becomes aware of the same. If Buyer does not elect to so terminate this Agreement, the same shall remain in full force and effect and Seller shall in such event turn over or credit to Buyer at Closing all monies received by Seller by reason of such taking (less Seller's cost and fees incurred in obtaining the award) and Seller shall assign to Buyer all its right, title and interest in and to any awards that may be made for such taking and any additional money that may be payable thereunder. If, at any time prior to Closing, the Property or any portion thereof suffers any damage from fire or other casualty, Buyer may elect at or prior to Closing, to (i) terminate this Agreement and upon such termination the Deposit shall be returned to Buyer and thereupon all rights and liabilities arising hereunder shall terminate or (ii) consummate the Closing, in which event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage shall be assigned to Purchaser at Closing, and Purchaser shall be entitled to a credit in the amount of Seller's insurance deductible at Closing. 15. Assignment; Successors and Assigns. The covenants herein contained shall bind and the benefits and advantages shall inure to the respective successors and assigns of the parties hereto. Buyer may assign this Agreement without the Seller's prior consent. 16. Applicable Law and Venue. This Agreement is to be construed and enforced according to the laws of the State of Florida. Seller and Buyer agree that the proper venue with respect to any litigation in connection with this Agreement shall be the county in which the Property is located. EXHIBIT A to Resolution No 23-55 17. Notices. All notices herein required shall be in writing. Whenever any notice, demand or request is required or permitted hereunder, such notice, demand or request shall be hand -delivered personally, sent by express mail or courier service, or sent by email (with originals sent by regular mail) to the addresses and email addresses set forth below: As to Seller: Watchcare Inc. Attn: with a copy to: 100 W 1 st Street Atlantic Beach, Florida 32233 Phone: Email: Phone: Email: As to Buyer: City of Atlantic Beach, Florida Attn: Bill Killingsworth 800 Seminole Road Atlantic Beach, Florida 32233 Phone: (904) 247-5817 Email: billk@coab.us with a copy to: Burr & Forman LLP Attn: Jason Gabriel, Esq. 50 N. Laura Street, Suite 3000 Jacksonville, FL 32202 Phone: 904-232-7200 Email: JGabriel@burr.com As to Escrow Agent: Rock Solid Law Attn: John Miller, Esq. 220 Ponte Vedra Park Dr., Suite 220 Ponte Vedra Beach, FL 32082 Phone: (904) 241-1113 Email: Any notice or demand to be given hereunder shall be deemed sufficiently given for all purposes hereunder at the time such notices or demands are hand -delivered or sent by facsimile or email transmission, or upon depositing any such notice or demand with any express mail or other overnight courier service. Any party hereto may change its address by notice in writing to the other parties in the manner herein provided. 18. Time of Essence. TIME IS OF THE ESSENCE of this Agreement. If the last day for the performance of any obligation or happening of any event set forth herein should fall on a EXHIBIT A to Resolution No. 23-55 day other than a "Business Day" (as defined below), then the time period for performing such obligation or happening of event shall be extended until the next Business Day. For purposes of this Agreement, the term "Business Day" shall mean any day other than a Saturday, Sunday or any day on which commercial banks are authorized to close under the laws of the State of Florida. 19. No Recording of Contract. Seller and Buyer each agree not to place this Agreement of record. 20. Survival of Representations and Warranties. All representations, warranties and covenants contained herein or otherwise made in writing in connection herewith shall survive the Closing and the execution and delivery of the warranty deed. 21. Judicial Interpretation. Should any of the provisions of this Agreement require judicial interpretation, the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agents prepared the same, it being agreed that the agents of all parties have participated in the preparation hereof. 22. Entire Agreement. This Agreement contains all of the agreements, representations and warranties of the parties hereto and supersedes all other discussions, understandings or agreements in respect to the subject matter hereof. All prior discussions, understandings and agreements are merged into this Agreement, which alone fully and completely expresses the agreements and understandings of the parties hereto. This Agreement may be amended, superseded, extended or modified only by an instrument in writing referring hereto signed by all parties. 23. No Benefit to Other Parties. Except as otherwise provided herein, none of the provisions hereof shall inure to the benefit of any party other than the parties hereto and their respective successors and permitted assigns, or be deemed to create any rights, benefits or privileges in favor of any other party except the parties hereto. 24. No Agency. Partnership or Joint Venture. Nothing herein shall be construed to establish an agency relationship between Seller and Buyer for any purpose. 25. Headings. The captions and headings contained in this Agreement are for reference purposes only and shall not in any way effect the meaning or interpretation hereof. 26. Waiver. Except as otherwise provided in this Agreement, no waiver of any provision of this Agreement shall be effective unless such waiver is contained in a document and signed by the party against whom such waiver is being enforced and no party shall be estopped to enforce this Agreement. The waiver by one party of the performance of any covenant or condition herein shall not invalidate this Agreement, nor shall it be considered to be a waiver by such party of any other covenant or condition herein. The waiver by either or both parties of the time for performing any act shall not constitute a waiver at the time for performing any other act or an identical act required to be performed at a later time. The exercise of any remedy provided by law in the provisions of this Agreement shall not exclude other remedies unless they are expressly excluded. EXHIBIT A to Resolution No. 23-55 27. Escrow Agent. Buyer and Seller agree that the Deposit shall be held by Escrow Agent who shall place the Deposit in an interest bearing account within two (2) days of Escrow Agent's receipt of a Form W-9 prepared and executed by Buyer; and the rate of interest shall be that provided on the account by the institution in which the Deposit is deposited. If the aforesaid Form W-9 is not provided to Escrow Agent, then the Deposit shall be held in a non-interest bearing account. At Closing, Escrow Agent shall deliver the Deposit with any interest thereon to Seller as a credit against the Purchase Price pursuant to this Agreement. In the event the Closing fails to occur, Escrow Agent shall deliver the Deposit in accordance with instructions agreed to by both Buyer and Seller, or in the absence of such instructions, Escrow Agent shall either deposit such funds in the registry of a court of competent jurisdiction or hold the same until directed as to its delivery by a court, arbitrator or other entity having authority to determine the entitlement to the Deposit as between Buyer and Seller. Buyer and Seller, jointly and severally, agree to indemnify and hold harmless Escrow Agent from and against any and all costs, losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees which may be incurred by Escrow Agent in connection with its duties as Escrow Agent hereunder, which are not attributable to the willful default or gross negligence of Escrow Agent. By their execution and delivery of this Agreement, the Buyer and Seller acknowledge and confirm that under certain circumstances deposits (including the funds subject to this Agreement) may not be insured or fully insured by the Federal Deposit Insurance Corporation ("FDIC"). Each party has made its own analysis of FDIC insurance regulations affecting, or potentially affecting, the funds subject to this Agreement and is not relying upon any advice from the Escrow Agent as to FDIC matters. The Buyer and Seller understand and agree that Escrow Agent is holding the escrow funds as agent and that the funds are not trust funds. Escrow Agent shall not be liable for any failure of the depository. 28. Attorneys' Fees. In connection with any litigation brought to enforce or interrupt this Agreement, before or after Closing, the prevailing party shall be entitled to recover all costs therein incurred including reasonable attorneys' fees at trial and on appeal. 29. Waiver of Jury Trial. BUYER AND SELLER, JOINTLY AND SEVERALLY, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS, WHETHER VERBAL OR WRITTEN, OR ACTIONS OF EITHER PARTY. 30. CounteMarts/Facsimile/.pdf Execution. This Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which will constitute one and the same Agreement. An executed facsimile copy or e-mail delivery of a ".pdf' format data file shall be an acceptable form of acceptance of this Agreement. 31. Effective Date. The Effective Date of this Agreement shall be the date upon which the Agreement, fully executed by Seller and Buyer, has been received by Buyer. 32. Radon. Radon is 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 EXHIBIT A to Resolution No. 23-55 time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit 33. No Assumption of Seller's Liability. Buyer is acquiring only the Property from Seller. Buyer does not assume or agree to pay, or indemnify Seller or any other person or entity against, any liability, obligation, or expense of Seller or relating to the Property in any way except only to the extent, if any, herein expressly and specifically provided. Seller agrees to indemnify and defend Buyer, and its successors and assigns, against all claims and losses of whatever source or nature asserted against or suffered by Buyer relating to any and all past development, construction, leasing or sales activities conducted on or relating to the Property. 34. Section 1031 Exchange. Either Buyer or any Seller may elect to consummate the purchase and sale of the Property as part of a so-called like kind exchange (the "Exchange") pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), provided that: (i) the Closing shall not be delayed or affected by reason of any Exchange nor shall the consummation or accomplishment of any Exchange be a condition precedent or condition subsequent to Buyer's or such Seller's obligations under this Agreement; (ii) any Exchange may be effected through a qualified intermediary and neither party shall be required to take an assignment of the purchase agreement for the exchange property or be required to acquire or hold title to any real property for purposes of consummating an Exchange involving the other party; and (iii) the party desiring an Exchange shall pay any additional costs that would not otherwise have been incurred by Buyer or Seller had such party not consummated its purchase or sale through the Exchange. Neither party shall by this agreement or acquiescence to any Exchange by the other party (1) have its rights under this Agreement affected or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the other party that any Exchange involving the other party in fact complies with the § 1031 of the Code. 35. City Commission Approval. Seller acknowledges and agrees that this Agreement and any future amendments or modifications thereto shall be subject to the approval of Buyer's city commission pursuant to Resolution . In the event Buyer fails to obtain such approval, this Agreement shall terminate and be of no further force or effect except for those provisions that expressly survive such termination and the Deposit shall be returned to Buyer. [REMAINDER OF PAGE INTENTIONALL Y LEFT BLANK] below. EXHIBIT A to Resolution No. 23-55 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day set forth "SELLER" WATCHCARE INC., a Florida not-for- profit corporation Name: Its: Date: (SIGNATURES CONTINUED ON NEXT PAGE/ EXHIBIT A to Resolution No. 23-55 "BUYER" CITY OF ATLANTIC BEACH, FLORIDA, a municipal corporation By: Name: Its: Attest: Donna Bartle, City Clerk Date: [SIGNATURES CONTINUED ON NEXT PAGE] EXHIBIT A to Resolution No 23-55 "ESCROW AGENT" ROCK SOLID LAW By:_ Name: Its: Date: EXHIBIT A to Resolution No. 23-55 Exhibit "A" Legal Description Blocks 19 and 20, except the South 171) feet, SF:MON H, ATLANTIC BEACH, according to plat thereof as recorded in Plat Book 18, page 34, of the current Public Records of Duval County. Florida. The parcel identification number of the Property is 170715-0000.