Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
04-26-21 Regular Commission Final Agenda packet
City of Atlantic Beach Final Agenda Regular City Commission Meeting Monday, April 26, 2021 - 6:30 p.m. Commission Chamber City Hall, 800 Seminole Road INVOCATION AND PLEDGE TO THE FLAG CALL TO ORDER Page(s) 1. APPROVAL OF MINUTES 1.A. Approve minutes of the Regular Commission Meeting on March 22, 2021. 03-22-21 DRAFT Regular Commission Meeting Minutes 5 - 14 * 1.B. Approve minutes of the Special Called Meeting of the City Commission on April 15, 2021. 04-15-21 DRAFT Special Called Meeting of the City Commission Minutes 15 - 16 2. COURTESY OF FLOOR TO VISITORS PUBLIC COMMENT Instructions for providing public comments 17 3. CITY MANAGER REPORTS 3.A. 0 Lily Street - ( Discussion Only) DRAFT Purchase Agreement 19 - 49 3.B. Accept the 90-Day Calendar 90-Day Calendar (May through July 2021) 51 - 54 4. REPORTS AND/OR REQUESTS FROM CITY COMMISSIONERS 5. UNFINISHED BUSINESS FROM PREVIOUS MEETINGS None. 6. CONSENT AGENDA ALL MATTERS LISTED UNDER THE CONSENT AGENDA ARE CONSIDERED TO BE ROUTINE BY THE CITY COMMISSION AND WILL BE ENACTED BY ONE MOTION IN THE FORM LISTED BELOW. THERE WILL BE NO SEPARATE DISCUSSION OF THESE ITEMS. IF DISCUSSION IS DESIRED, THAT ITEM WILL BE REMOVED FROM THE CONSENT AGENDA AND WILL BE CONSIDERED SEPARATELY. SUPPORTING DOCUMENTATION AND STAFF RECOMMENDATIONS HAVE BEEN PREVIOUSLY SUBMITTED TO THE CITY COMMISSION ON THESE ITEMS. Page 1 of 71 Regular City Commission - 26 Apr 2021 6.A. Acknowledge receipt of the Monthly Financial Report as of March 31, 2021. Financial Report as of March 31, 2021 55 - 59 7. COMMITTEE REPORTS None. 8. ACTION ON RESOLUTIONS None. 9. ACTION ON ORDINANCES 9.A. Ordinance No. 15-21-16 Public Hearing and Final Reading AN ORDINANCE OF THE CITY OF ATLANTIC BEACH, FLORIDA SUPPLEMENTING ORDINANCE NO. 15-95-7 ENACTED BY THE CITY COMMISSION ON NOVEMBER 13, 1995, AS AMENDED AND SUPPLEMENTED (THE “ORIGINAL ORDINANCE”); AUTHORIZING THE ISSUANCE OF THE CITY OF ATLANTIC BEACH, FLORIDA, UTILITIES SYSTEM REVENUE BOND, SERIES 2021, IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $5,300,000 TO REFUND THE CITY’S OUTSTANDING OBLIGATIONS PURSUANT TO THE CITY’S DRINKING WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT DW160710 AND THE CITY’S CLEAN WATER STATE REVOLVING FUND CONSTRUCTION LOAN AGREEMENT WW160700; APPROVING A FORM OF LOAN AGREEMENT AND AUTHORIZING EXECUTION AND DELIVERY OF THE LOAN AGREEMENT AND OTHER ACTION IN CONNECTION WITH THE DELIVERY OF SUCH BOND; PROVIDING FOR SALE OF THE BOND BY RESOLUTION FOLLOWING SOLICITATION OF COMPETITIVE PROPOSALS FROM COMMERCIAL BANKS AND NEGOTIATIONS WITH THE SUCCESSFUL BIDDER; PLEDGING THE CITY'S PLEDGED REVENUES DESCRIBED IN THE ORIGINAL ORDINANCE; AND PROVIDING AN EFFECTIVE DATE. Ordinance No. 15-21-16 61 - 70 10. MISCELLANEOUS BUSINESS 10.A. Connectivity Plan Connectivity Plan 71 11. CITY ATTORNEY/CITY CLERK REPORTS AND/OR REQUESTS 12. CLOSING COMMENTS BY CITY COMMISSIONERS AND CITY MANAGER 13. ADJOURNMENT This meeting will be live-streamed and videotaped. The video recording will be posted within four business days on the City's website. To access live or recorded videos, click on the Meeting Videos tab on the city's home page at www.coab.us. Page 2 of 71 Regular City Commission - 26 Apr 2021 If any person decides to appeal any decision made by the City Commission with respect to any matter considered at any meeting, such person may need a record of the proceedings, and, for such purpose, may need to ensure that a verbatim record of the proceedings is made, which record shall include the testimony and evidence upon which the appeal is to be based. Any person wishing to speak to the City Commission on any matter at this meeting should submit a request to the City Clerk prior to the meeting. For your convenience, forms for this purpose are available at the entrance to the Commission Chamber. Every effort is made to indicate what action the City Commission is expected to take on each agenda item. However, the City Commission may act upon any agenda subject, regardless of how the matter is stated on the agenda. In accordance with the Americans with Disabilities Act and Section 286.26, Florida Statutes, persons with disabilities needing special accommodation to participate in this meeting should contact the City Clerk’s Office by 5:00 PM, the Thursday prior to the meeting. Page 3 of 71 Page 4 of 71 Regular City Commission March 22, 2021 MINUTES Regular City Commission Meeting Monday, March 22, 2021 - 6:30 PM Commission Chamber INVOCATION AND PLEDGE OF ALLEGIANCE Mayor Glasser led the invocation. CALL TO ORDER: Mayor Glasser called the meeting to order at 6:30 PM. City Clerk Bartle called the roll. ROLL CALL: Present: Ellen Glasser, Mayor - Seat 1 Bruce Bole, Commissioner - Seat 2 Michael Waters, Commissioner - Seat 3 Candace Kelly, Commissioner - Seat 4 Brittany Norris, Mayor Pro Tem / Commissioner - Seat 5 Also Present: Shane Corbin, City Manager (CM) Brenna Durden, City Attorney (CA) Donna Bartle, City Clerk (CC) Kevin Hogencamp, Deputy City Manager (DCM) Lori Diaz, Deputy City Clerk 1 APPROVAL OF MINUTES None. 2 COURTESY OF FLOOR TO VISITORS PUBLIC COMMENT Mayor Glasser explained the process for public comments and opened the Courtesy of the Floor to Visitors. City Clerk Bartle called each speaker to the podium. Jim Wheatley questioned not receiving a notification of the recent shooting near his house, he warned of the danger of huge trees near roadways, and stated our infrastructure is in poor quality. He questioned spending decisions. Steve Fouraker spoke on the purpose of the Tree Subcommittee, and provided comments supporting protection of our trees. CC Bartle reported that one written comment was received, (which is attached hereto and made part of this Official Record as ATTACHMENT A). CC Bartle read the comment into the record. Page 1 of 10 Agenda Item #1.A. 26 Apr 2021 Page 5 of 71 Regular City Commission March 22, 2021 ATTACHMENT A - Written Comment submitted for March 22, 2021 Regular Commission Meeting 3 CITY MANAGER REPORTS 3A. Beach Access and Neighborhood Parking CM Corbin presented an overview of the City of Atlantic Beach Access and Neighborhood Parking which is included in the agenda packet. He welcomed questions or comments. Commissioner Waters stated an accurate parking count is where we need to start. He provided citizen feedback. He is in favor of suggestions and further discussion on extending paid parking throughout Atlantic Beach. Commissioner Bole asked about impacts on beach renourishment of residential parking restrictions. He asked if paid parking spaces still count towards renourishment. CM Corbin answered all questions. Commissioner Norris stated she likes the idea of the 60/50/25 rule and that City Reviews. She stated her concerns regarding extension of paid parking. Commissioner Kelly stated that it appears all the parking solutions require a lot of manpower. CM Corbin replied that the North Beaches Parking Program has stated they would take on whatever we give them. Mayor Glasser is in favor of a comprehensive parking strategy for the City. She spoke on the internal parking count and the rejected proposal for parallel parking in 2018. 3B. Camera Policy CM Corbin invited Chief Gualillo to report. Chief Gualillo listed the topics that are included in the policy. He stated Commander Cameron is assistant administrator of the system and controls all access and grants user rights. Discussion and questions ensued regarding frequency of the random auditing of the activity log, retention of recorded data, will citizen's be notified of changes to the policy or camera views and where are we with camera's for other areas of the City. Chief Gualillo stated it depends on the budget and that Tide Views is on top of the list. Chief Gualillo spoke on the public comment regarding Safer Watch notifications and the shooting incident. He explained the alerts are sent on a case by case basis. He explained different scenarios and reasoning behind sending or not sending out notifications. He provided a brief overview of the shooting incident. Page 2 of 10 Agenda Item #1.A. 26 Apr 2021 Page 6 of 71 Regular City Commission March 22, 2021 3C. Accept the 90-Day Calendar There was CONSENSUS to accept the 90-Day calendar. CM Corbin reported the topics for the upcoming Town Hall. 4 REPORTS AND/OR REQUESTS FROM CITY COMMISSIONERS Commissioner Norris welcomed citizens to reach out regarding questions or concerns. She stated she is more than willing to meet and provide insight regarding decisions. Mayor Glasser reported the Tour de Parks is this Saturday and encouraged people to attend. She spoke on her attendance to Sally Clemens' husband's funeral, Mr. Gene Clemens. She spoke on his many accomplishments and also recognized Sally Clemens as a super citizen. 5 UNFINISHED BUSINESS FROM PREVIOUS MEETINGS None. 6 CONSENT AGENDA Mayor Glasser read the Consent Agenda. 6A. Acknowledge receipt of the Monthly Financial Report as of February 28, 2021. MOTION: To approve Consent Agenda Item A as written. Motion: Candace Kelly Second: Brittany Norris Ellen Glasser For Bruce Bole For Michael Waters For Candace Kelly (Moved By) For Brittany Norris (Seconded By) For Motion passed 5 to 0. 7 COMMITTEE REPORTS 7A. Environmental Stewardship Committee (ESC) This item was deferred to the next regular meeting. 8 ACTION ON RESOLUTIONS 8A. RESOLUTION NO. 21-19 A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA, APPROVING SOLE SOURCE PURCHASE OF THE VETERANS PARK PREFABRICATED RESTROOM BUILDING. Mayor Glasser read the Resolution by title. Page 3 of 10 Agenda Item #1.A. 26 Apr 2021 Page 7 of 71 Regular City Commission March 22, 2021 CM Corbin reported this project was identified as a priority in the recently completed Parks Master Plan. Public Works (PW) Director Scott Williams reported on the project as detailed in the agenda packet. All questions were answered. MOTION: To adopt Resolution No. 21-19. Motion: Brittany Norris Second: Michael Waters Ellen Glasser For Bruce Bole For Michael Waters (Seconded By) For Candace Kelly For Brittany Norris (Moved By) For Motion passed 5 to 0. 8B. RESOLUTION NO. 21-20 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF ATLANTIC BEACH, FLORIDA, REQUESTING THAT A BEACHES TRAIL LOOP/EAST COAST GREENWAY FEASIBILITY STUDY BE INCLUDED IN THE NORTH FLORIDA TRANSPORTATION PLANNING ORGANIZATION’S 2021/2022 UNIFIED PLANNING WORK PROGRAM; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. Mayor Glasser read the Resolution by title. CM Corbin reported on the Resolution as detailed in the agenda packet. All questions were answered. MOTION: To adopt Resolution No. 21-20. Motion: Brittany Norris Second: Candace Kelly Mayor Glasser asked CM Corbin to confirm there were no budget implications. CM Corbin confirmed. Ellen Glasser For Bruce Bole For Michael Waters For Candace Kelly (Seconded By) For Page 4 of 10 Agenda Item #1.A. 26 Apr 2021 Page 8 of 71 Regular City Commission March 22, 2021 Brittany Norris (Moved By) For Motion passed 5 to 0. 8C. RESOLUTION NO. 21-21 A RESOLUTION OF THE CITY OF ATLANTIC BEACH APPROVING AND AUTHORIZING ADDENDUM #4 TO THE SOLID WASTE, YARD WASTE AND RECYCLING COLLECTION AND DISPOSAL SERVICES AGREEMENT BETWEEN ADVANCED DISPOSAL SERVICES, INC., AND THE CITY OF ATLANTIC BEACH, EXTENDING THE AGREEMENT FOR UP TO 90 DAYS BEGINNING JUNE 1, 2021, AT THE RATES IDENTIFIED IN EXHIBIT A; AUTHORIZING THE CITY MANAGER TO EXECUTE ADDENDUM #4 ATTACHED HERETO AS EXHIBIT A, ALONG WITH SUCH CONTRACTS AND PURCHASE ORDERS IN ACCORDANCE WITH AND AS NECESSARY TO EFFECTUATE THE PROVISIONS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE. Mayor Glasser read the Resolution by title. CM Corbin reported this short term contract will ensure no gaps in service or raising of rates. PW Director Williams reported on status of complaints. All questions were answered. MOTION: To adopt Resolution No. 21-21 as read. Motion: Candace Kelly Second: Bruce Bole Ellen Glasser For Bruce Bole (Seconded By) For Michael Waters For Candace Kelly (Moved By) For Brittany Norris For Motion passed 5 to 0. 8D. RESOLUTION NO. 21-22 A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA, URGING ALL MEMBERS OF THE FLORIDA LEGISLATURE TO OPPOSE UNWARRANTED AND OVERLY BROAD PREEMPTIONS OF MUNICIPAL HOME RULE POWERS; DIRECTING A COPY OF THIS RESOLUTION BE TRANSMITTED TO MEMBERS OF THE FLORIDA LEGISLATURE, THE FLORIDA LEAGUE OF CITIES, THE DUVAL COUNTY LEGISLATIVE DELEGATION, AND ANY OTHER INTERESTED PARTIES; AND PROVIDING AN EFFECTIVE DATE. Page 5 of 10 Agenda Item #1.A. 26 Apr 2021 Page 9 of 71 Regular City Commission March 22, 2021 Mayor Glasser read the Resolution by title. DCM Hogencamp reported on the Resolution as detailed in the agenda packet. All questions were answered. MOTION: To amend Resolution No. 21-22 by adding (after the fourth WHEREAS) WHEREAS, the City of Atlantic Beach requests the State Legislature to treat local governments in the same manner as State Legislature wishes to be treated by the Federal Government (Congress). Motion: Brittany Norris Second: Candace Kelly Discussion ensued as to which paragraph to add the amended language. There was Commission agreement to insert language after the fourth WHEREAS. Candace Kelly (Seconded By) For Brittany Norris (Moved By) For Ellen Glasser For Bruce Bole For Michael Waters For Motion passed 5 to 0. MOTION: To adopt Resolution No. 21-22 as amended. Motion: Brittany Norris Second: Candace Kelly Ellen Glasser For Bruce Bole For Michael Waters For Candace Kelly (Seconded By) For Brittany Norris (Moved By) For Motion passed 5 to 0. 9 ACTION ON ORDINANCES 9A. ORDINANCE NO. 20-21-160, Introduction and First Reading AN ORDINANCE AMENDING THE OPERATING BUDGET FOR THE CITY OF ATLANTIC BEACH, FLORIDA FOR FISCAL YEAR BEGINNING OCTOBER 1, 2020 AND ENDING SEPTEMBER 30, 2021, AND PROVIDING AN EFFECTIVE DATE. Page 6 of 10 Agenda Item #1.A. 26 Apr 2021 Page 10 of 71 Regular City Commission March 22, 2021 Mayor Glasser read the Ordinance by title. CM Corbin reported this amendment is a standard practice to keep the budget in line with expenditures. CM Corbin clarified the Commission did not direct a purchase of Lily Street, the money is set aside as an earmark and the item must come back to the Commission in the form of a Resolution for purchase. Finance Director (FD) Melissa Burns was present via zoom. FD Burns reported on amendments regarding the Pension Funds, as detailed in the agenda packet. Discussion ensued regarding clarity for the Ordinance regarding land acquisitions. CM Corbin explained the reasoning. CA Durden clarified if something is in the budget it is not a guarantee of an action. She added the land acquisition projects have been on the agenda under City Manager's Report and have been discussed. She also stated she is in agreement with CM Corbin that having one budget amendment versus several is more productive and efficient. There was further discussion regarding the land acquisition items. CA Durden provided suggestions to further identify the items. CM Corbin also provided suggestions to further identify the land acquisition items. MOTION: To adopt Ordinance No. 20-21-160 with amendment to the staff report and Ordinance to further identify the land parcels that are being funded. Motion: Candace Kelly Second: Michael Waters Commissioner Kelly concurred with CA Durden about having had prior discussions regarding the items and the earmark of funds not being a guarantee of action. Commissioner Norris suggested to postpone the vote and bring back with revisions. She asked if there is a rush for vote today. CA Durden asked FD Burns about concerns of timing for vote on this Ordinance. FD Burns replied no. Commissioner Waters is ok with budgeting for the land acquisitions. Commissioner Bole is in favor of moving forward to earmark the money in the budget. Mayor Glasser asked for clarification of the order if continuing this Ordinance. CA Durden provided options. Page 7 of 10 Agenda Item #1.A. 26 Apr 2021 Page 11 of 71 Regular City Commission March 22, 2021 Ellen Glasser For Bruce Bole Against Michael Waters (Seconded By) For Candace Kelly (Moved By) For Brittany Norris Against Motion passed 3 to 2. 10 MISCELLANEOUS BUSINESS None. 11 CITY ATTORNEY/CITY CLERK REPORTS AND/OR REQUESTS CA Durden reported it is CM Corbin's birthday this week and also reported her milestone as COAB City Attorney for over five years. She thanked the Commission for the opportunity and looks forward to many more years. 12 CLOSING COMMENTS BY CITY COMMISSIONERS AND CITY MANAGER Commissioner Bole spoke on the Bright Future's program and reported he will be bringing forth a Resolution. Commissioner Kelly asked about the Easter Egg Hunt. CM Corbin stated we will be holding the event, more information coming soon. Commissioner Norris is in support of a Bright Future's Resolution and was a recipient. Commissioner Waters is in support of a Bright Future's Resolution and spoke on the internal parking count and the desire to move forward with answers for everybody. CM Corbin reported on the parking situation on Saturday at Russell Park with the opening of baseball. Mayor Glasser is in support of a Bright Future's Resolution. She also reported she is working on the proposal to amend the Capital Improvement Plan (CIP) for the expansion of the Gail Baker Center and replacement of the AB Lifeguard station, will be meeting with Mayor Curry to discuss gas tax options, and encouraged citizens to attend the upcoming events. 13 ADJOURNMENT There being no further discussion, Mayor Glasser declared the meeting adjourned at 8:28 p.m. Attest: Donna L. Bartle, City Clerk Ellen Glasser, Mayor _____________________________ Date Approved Page 8 of 10 Agenda Item #1.A. 26 Apr 2021 Page 12 of 71 ATTACHMENT A March 22, 2021 MinutesPage 9 of 10Agenda Item #1.A.26 Apr 2021Page 13 of 71 ATTACHMENT A March 22, 2021 MinutesPage 10 of 10Agenda Item #1.A.26 Apr 2021Page 14 of 71 Special Called Meeting of the City Commission April 15, 2021 MINUTES Special Called Meeting of the City Commission Thursday, April 15, 2021 - 5:30 PM Commission Chamber INVOCATION AND PLEDGE TO THE FLAG CALL TO ORDER Following the Pledge of Allegiance, Mayor Glasser called the meeting to order at 5:30 p.m. She explained the agenda topic and acknowledged City Manager Corbin as attending remotely. City Clerk Bartle called the roll. ATTENDANCE: Present: Ellen Glasser, Mayor - Seat 1 Candace Kelly, Commissioner - Seat 4 Brittany Norris, Mayor Pro Tem / Commissioner - Seat 5 Absent: Bruce Bole, Commissioner - Seat 2 Michael Waters, Commissioner - Seat 3 Also Present: Shane Corbin, City Manager (CM) (Virtual) Brenna Durden, City Attorney (CA) Donna Bartle, City Clerk (CC) Kevin Hogencamp, Deputy City Manager (DCM) 1. COURTESY OF THE FLOOR Mayor Glasser acknowledged there was no one in person to comment and confirmed with City Clerk Bartle that no written comments were submitted. City Attorney Durden explained the procedure for considering the amendment to the previously- adopted resolution. 2. ACTION ON RESOLUTIONS A. RESOLUTION NO. 21-25 AS AMENDED A RESOLUTION OF THE CITY OF ATLANTIC BEACH AUTHORIZING THE PAYMENT OF UP TO $57,400 TO ARTREPUBLIC FOR THE INSTALLATION OF PUBLIC ART/MURALS ALONG THE MAYPORT ROAD CORRIDOR; APPROPRIATING FUNDS FROM THE CITY’S REDEVELOPMENT FUND AND BETTER JAX FUND FOR THIS PURPOSE; AUTHORIZING THE CITY MANAGER TO EXECUTE SUCH CONTRACTS AND PURCHASE ORDERS IN ACCORDANCE WITH AND AS NECESSARY TO EFFECTUATE THE PROVISIONS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE. Page 1 of 2 Agenda Item #1.B. 26 Apr 2021 Page 15 of 71 Special Called Meeting of the City Commission April 15, 2021 Mayor Glasser read the title of the amended resolution. City Manager Corbin explained the reason for the amendments. Finance Director Melissa Burns (virtually) confirmed CM Corbin's explanation and had nothing more to add. MOTION: Adopt Resolution No. 21-25 AS AMENDED as read. Motion: Brittany Norris Second: Candace Kelly There was no discussion. Candace Kelly (Seconded By) For Brittany Norris (Moved By) For Ellen Glasser For Motion passed 3 to 0. 3. ADJOURNMENT There being no further discussion, Mayor Glasser declared the meeting adjourned at 5:37 p.m. Attest: Donna L. Bartle, City Clerk Ellen Glasser, Mayor _____________________________ Date Approved Page 2 of 2 Agenda Item #1.B. 26 Apr 2021 Page 16 of 71 INSTRUCTIONS FOR PROVIDING PUBLIC COMMENTS FOR THE REGULAR COMMISSION MEETING BEING HELD ON APRIL 26, 2021 AT 6:30 P.M. IN THE CITY HALL, COMMISSION CHAMBER, 800 SEMINOLE ROAD, ATLANTIC BEACH, FLORIDA 32233 Due to the ongoing State of Emergency, the following options are available for providing public comments for Agenda Item 2, Courtesy of the Floor to Visitors and/or Item 9A, Public Hearing on Ordinance No. 15-21-16. Option 1: Attend and provide comments at the meeting. If you choose this option, please register to speak by completing a speaker form which is located on the table as you enter the Commission Chamber and submitting it to the City Clerk prior to the start of the meeting. The time allowed for public comments will be determined by the number of speakers and will be announced by the mayor. When it is your turn to speak, you will be called to the podium. CDC Guidance, including mask wearing and social distancing, relevant to preventing the spread of COVID-19 will be strictly enforced. Option 2: Provide written comments/materials - either by email, hand delivery, or drop box. This option allows the public to submit written comments (1) to be read during the meeting or (2) to be entered into record without being read during the meeting. For this option, the following are required. 1. Title your comments: for Courtesy of the Floor - “Written Comments/Materials for Courtesy of the Floor, City Commission Meeting, April 26, 2021” for Public Hearing – “Written Comments for Public Hearing on Ordinance No. 15-21-16, City Commission Meeting, April 26, 2021” 2. Provide your name (required), address and email address, and 3. If you desire for your written comments to be read into the record during the meeting, please indicate so and limit the size to 300 words. Only written comments of 300 or fewer words will be read into the record during the meeting. All other written comments received by the deadline below will be entered into the meeting record and distributed to the City Commission and the appropriate staff before the start of the meeting. 4. Submit your comments to the City Clerk no later than 5:00 p.m. on Friday, April 23, 2021 using one of the following methods: by emailing to cityclerk@coab.us, by hand delivering to City Clerk’s Office at City Hall, 800 Seminole Road, Atlantic Beach during business hours, OR by placing in the Drop Box located at the entrance to City Hall, 800 Seminole Road, Atlantic Beach. For assistance, please contact the City Clerk’s Office at City Hall, 800 Seminole Road, Atlantic Beach, (904) 247-5809 or (904) 247-5821, cityclerk@coab.us For questions regarding proposed Ordinance No. 15-21-16, please contact Melissa Burns, Finance Director, mburns@coab.us or (904) 247-5807. Agenda Item # 26 Apr 2021 Page 17 of 71 Page 18 of 71 DRAFT 3/2610/2021 1 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into this ____ day of __________, 2021 (the “Effective Date”), by and among Richard Abdullah and Dora J. Abdullah, as Trustees of The Abdullah Trust, (“Seller”) and City of Atlantic Beach, Florida, a Florida municipal corporation (“Purchaser”). All capitalized terms used but not immediately thereafter defined shall have the meanings ascribed thereto elsewhere in this Agreement. In consideration of the mutual covenants and provisions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows: ARTICLE 1 DESCRIPTION OF PROPERTY 1.1 Purchase and Sale. Seller hereby agrees to sell, assign, and convey to Purchaser, and Purchaser agrees to purchase from Seller, in accordance with the terms and subject to the conditions contained herein, that certain parcel of real property situated in Atlantic Beach, Florida, described on Exhibit “A” attached hereto and incorporated by reference herein, containing approximately 2.0 acres (the “Land”), together with all buildings, structures, parking areas, sidewalks, landscaping and improvements located on the Land (the “Improvements”) (the Land, the Improvements, all appurtenances pertaining thereto, and all right, title and interest of Seller in and to any water rights, subsurface rights, air rights, easements, licenses, development rights, privileges, strips or gores of real estate, adjacent streets, roads, alleys or rights of way adjacent to the Land and any water, sewer and utility pipes of and facilities in or appurtenant to the Land or Improvements are hereinafter collectively referred to as the “Premises”), together with: (A) All furniture fixtures, equipment, appliances, machinery, and other types and items of personal property affixed thereto, owned by Seller which it elects not to remove from the Land, including but not limited to those items described on Exhibit ”B” (the “Personal Property”); (B) All of Seller’s right, title and interest, if any, in and to all assignable licenses, permits, certificates of occupancy, development rights, consents, entitlements, whether governmental, regulatory or otherwise, relating to the use, operation or maintenance of the Premises (collectively, the “Permits”); (C) All of Seller’s right, title and interest in all construction records concerning the Premises, including, but not limited to, all architectural, mechanical and electrical plans and specifications used in the construction or renovation of any of the improvements to the extent in the Seller’s possession or control (including plans and specifications in the form of electronic data, if any); all surveys, all keys to all locks on the Premises (to the extent that such are available) (collectively, the “Construction Records”); and Agenda Item #3.A. 26 Apr 2021 Page 19 of 71 DRAFT 3/2610/2021 2 (D) All of Seller’s assignable warranties and guaranties with respect to the Premises (the “Intangibles”) The Premises, Personal Property, Permits, Construction Records are hereinafter sometimes collectively referred to as the “Property”. ARTICLE 2 PURCHASE PRICE 2.1 Purchase Price. The total purchase price for the Property which Purchaser agrees to pay to Seller shall be Two Hundred Ninety Thousand and 00/100 Dollars ($290,000.00) (the “Purchase Price”), subject to adjustments and prorations as provided herein. Purchaser shall pay to Seller through escrow at Closing the Purchase Price, subject to adjustments and credits as set forth in this Agreement, by wire transfer of immediately available funds (U.S. Dollars). ARTICLE 3 DEPOSIT 3.1 Amount; Terms. Within Four (4) Business Days of the Effective Date Purchaser shall deliver to Brenna M. Durden, acting as escrow agent (the “Escrow Agent”), the sum of Two Thousand and 00/100 Dollars ($2,000.00) by wire transfer (the “Deposit”), to be placed in a non-interest bearing account. In the event Purchaser fails to timely make the Deposit to Escrow Agent, Seller may terminate this Agreement. If the sale of the Property is consummated pursuant to the terms of this Agreement, the Deposit shall be paid by Escrow Agent to Seller at Closing and applied as a credit to Purchaser’s account for payment of the Purchase Price. The Deposit shall be non- refundable upon the expiration of the Inspection Period or Extended Inspection Period, if applicable, except in the event of the termination of this Agreement by Purchaser in accordance with any right to terminate granted by this Agreement, or if Seller is in default under this Agreement and Purchaser elects to terminate the Agreement pursuant to Section 13.1(c), the Deposit shall be promptly returned by Escrow Agent to Purchaser, and Purchaser shall have no further obligations hereunder, except for those obligations which expressly survive termination. ARTICLE 4 INSPECTION PERIOD 4.1 Duration. (a) Purchaser shall have the right, subject to the terms herein, for a period commencing on the Effective Date and ending at 5:00 p.m. (Jacksonville, Florida time) forty five (45) days after the Effective Date (the “Inspection Period”), to enter upon the Premises to Agenda Item #3.A. 26 Apr 2021 Page 20 of 71 DRAFT 3/2610/2021 3 inspect and investigate the Property to determine whether or not the same is satisfactory to Purchaser, in Purchaser’s sole discretion. (b) Notwithstanding the foregoing Section 4.1(a), should the Purchaser obtain an environmental site assessment during the Inspection Period which recommends further assessment of the Property, then Purchaser shall have a forty five (45) day extension of the Inspection Period (the “Extended Inspection Period”) solely for the purpose of conducting the additional environmental site assessment of the Property. Buyer shall use commercially reasonable efforts to timely conduct Purchaser’s environmental investigation of the Property. In the event Purchaser is not satisfied, in Purchaser’s sole discretion, with the results of the additional environmental site assessment (the “Additional Environmental Contingency”), then unless otherwise agreed to in writing by the Purchaser and Seller, Purchaser may, by written notice to Seller given not later than 5:00 p.m., Eastern Time, on the last day of the Extended Inspection Period, either: (i) waive the Additional Environmental Contingency, in which event this Agreement shall continue to be in full force and effect and the Deposit shall be non-refundable under the Agreement, except in the event of Seller’s failure to close the transaction for any reason other than the fault of the Purchaser, or (ii) terminate this Agreement and receive a return of the Deposit. 4.2 Entry and Inspection. (a) Beginning on the Effective Date, Seller shall make the Property available for inspection by Purchaser, Purchaser’s employees, agents and contractors. Purchaser may, at Purchaser’s sole risk and expense, undertake such physical inspections of the Property as Purchaser deems appropriate, including, but not limited to, environmental and geotechnical investigations, zoning and land use analysis, utility availability and traffic analysis; provided, however, that any such inspection does not cause any damage to the Property. (b) All such inspections, investigations and examinations shall be undertaken at Purchaser’s sole cost and expense and shall be conducted in compliance with all applicable laws and regulations. Purchaser will coordinate all on-site inspections with Seller so that Seller shall have the option of having one of Seller’s representatives present at any and all such on-site inspections. Notwithstanding the foregoing, if Seller’s representative is unable to attend an on- site inspection after receiving at least forty-eight (48) hours advance notice of said inspection, Purchaser may conduct the noticed on-site inspection without the presence of Seller’s representative. After completing any such inspections, Purchaser shall restore and repair any damage caused by Purchaser’s inspections to substantially the same condition that existed immediately prior to such inspection. Subject to the limits of liability set forth in § 768.28, Florida Statutes, and whether sounding in contract or tort, Purchaser hereby agrees to indemnify, defend and hold Seller harmless from any and all claims made or causes of action brought against Seller or the Property resulting from the activities of Purchaser or any of Purchaser’s agents in conducting any of such inspections on the Property. Notwithstanding the foregoing, Purchaser’s indemnity shall not cover any loss, claim or damage to the Property or to any person directly related to any conditions or environmental issues which existed prior to Purchaser’s inspection or Agenda Item #3.A. 26 Apr 2021 Page 21 of 71 DRAFT 3/2610/2021 4 to the existence of any hazardous materials or substances which is discovered during Purchaser’s inspection, except to the extent exacerbated by Purchaser. (c) Purchaser 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 such lien is filed, Purchaser shall, prior to any return of the Deposit, immediately satisfy or remove such lien from the Property. Purchaser and all entities conducting inspections on the Property on Purchaser’s behalf, shall take appropriate action, in advance of any inspections of the soil, to locate, identify or mark any underground facilities and utilities. Seller shall cooperate with Purchaser in Purchaser’s investigation and inspection of the Property by Purchaser or Purchaser’s consultants, contractors or agents. (d) Prior to conducting any environmental sampling or other intrusive examination of the Property, Purchaser shall provide Seller with a certificate of insurance naming Seller as an additional insured under a comprehensive general liability policy with coverage in an amount of not less than $1,000,000.00 per occurrence, which may be satisfied by insurance provided by contractor undertaking such environmental sampling or other intrusive examination. (e) Within five (5) Business Days of the Effective Date, Seller shall deliver to Purchaser, the following information and materials, to the extent in Seller’s possession or control (collectively, the “Due Diligence Materials”): (i) copies of the most recent survey and environmental, hazardous waste and soil reports relating to the Property, (ii) copies of all current Permits and (iii) copies of the most current title reports, title commitments and title policies relating to the Property, and copies of all underlying exception documents referenced therein. Seller shall make available to Purchaser copies of such other specific documentation as reasonably requested by Purchaser at the Seller’s office. Seller shall cooperate with Purchaser in its due diligence review and investigation of the Property and shall direct its employees, agents and management company to cooperate with Purchaser in such review and investigation. All Due Diligence Materials shall be returned to Seller within three (3) Business Days of the termination of this Agreement by either party. In the event Purchaser terminates this Agreement, and upon request by Seller, Purchaser will provide copies of any reports it obtains during the Inspection Period or Extended Inspection Period, if applicable, to the Seller. (f) Neither Purchaser nor any agent, employee, or contractor of Purchaser shall report any data, results, or work product obtained or produced in connection with the inspection and examination of the Property to any municipal, local, state, or federal government or agency or any other administrative agency, or any other third party, other than Purchaser itself, except as required by Purchaser in order to evaluate the Property, to obtain necessary approvals and permits for development of the Property by Purchaser for its intended use, or as required by law, without express written consent of the Seller. (g) The terms of this Section 4.2 shall survive the Closing or the termination of this Agreement, as applicable. Agenda Item #3.A. 26 Apr 2021 Page 22 of 71 DRAFT 3/2610/2021 5 4.3 Termination During the Inspection Period and Extended Inspection Period. Purchaser shall have the right, at any time during the Inspection Period and during the Extended Inspection Period, if applicable, to notify Seller in writing that it has elected to terminate this Agreement and receive a return of the Deposit, if Purchaser in its sole discretion, for any reason or no reason, including, without limitation, the economic feasibility of the Property, determines that the Property is not satisfactory to Purchaser. ARTICLE 5 TITLE POLICY; SURVEY 5.1 Title. Following the Effective Date, Seller shall promptly order a title commitment (the “Commitment”) from a nationally recognized title insurance company (the “Title Company”), agreeing to issue to Purchaser an Owner’s ALTA Form B title insurance policy in the total amount of the Purchase Price insuring fee simple title to the Premises, subject only to the Permitted Exceptions. Seller and Purchase shall each pay one-half (50%) of the cost of such Commitment. Seller shall, within five (5) days of the Effective Date, deliver to Purchaser the Commitment, together with copies of all title documents listed as exceptions. Within twenty (20) days after receipt of the latter of the Commitment and Survey (should Purchaser in its sole discretion choose to obtain a Survey) by Purchaser and during the Inspection Period, Purchaser shall notify Seller in writing (the “Purchaser’s Notice of Title Defects”) of any defects, objections or other matters appearing in the Commitment or the Survey (the “Title Defects”) that Purchaser may object to (as determined by Purchaser in its sole discretion). Within five (5) days after receipt of Purchaser’s Notice of Title Defects, Seller shall provide written notice to Purchaser of those Title Defects which Seller elects to cure (the “Seller’s Title Notice”) and Seller shall have until Closing to cure those Title Defects which Seller elects to cure. Any failure of Seller to provide such notice shall be deemed Seller’s election to not cure any such Title Defects. Notwithstanding anything to the contrary set forth herein, Seller agrees to take such actions as necessary to satisfy all of the B-1 requirements in the Commitment within its control, and to satisfy, pay or bond-off at Closing from the sales proceeds or otherwise, (a) all amounts secured by any mortgage lien or security interest encumbering the Property; (b) all real estate taxes and assessments which are due and payable on or prior to the Closing (subject to pro-ration adjustments as provided herein); and (c) any liquidated final non-appealable liens or judgments affecting all or any portion of the Property (collectively, the “Mandatory Removal Liens”). If Seller (i) elects not to cure any or all Title Defects, (ii) fails to provide the Seller’s Title Notice as provided above or (iii) fails to remedy on or prior to the Closing, any Title Defects which Seller has agreed to cure (other than Mandatory Removal Liens) in a manner reasonably satisfactory to Purchaser, Purchaser may in its sole discretion either (x) terminate this Agreement and receive return of the Deposit (and, if such termination relates to either Seller’s failure to cure a Mandatory Removal Lien or Seller’s failure to cure a Title Defect which Seller elected to cure in Seller’s Title Response, Seller shall immediately reimburse Purchaser for all reasonable out of pocket expenses of Purchaser reasonably incurred hereunder not to exceed $10,000.00 in the aggregate), or (y) waive such Title Defects and consummate the Closing (provided the amount necessary to cure all Mandatory Removal Liens shall be deducted from Seller’s proceeds at Agenda Item #3.A. 26 Apr 2021 Page 23 of 71 DRAFT 3/2610/2021 6 Closing by the Title Company sufficient to satisfy, pay or bond-off any Mandatory Removal Lien). If Purchaser elects under clause (y) above in accordance with the foregoing, then any Title Defect previously objected to by Purchaser which Seller has elected not to cure (other than the Mandatory Removal Liens) shall become a Permitted Exception. For avoidance of doubt, Mandatory Removal Liens shall not be a Permitted Exception. 5.2 Permitted Exceptions. It is understood and agreed that the Premises are being sold by Seller to Purchaser free and clear of all liens, claims and encumbrances, except the Permitted Exceptions, and it is further understood and agreed that the conveyance by Warranty Deed (the “Deed”) to be delivered by Seller at Closing shall be subject only to the following (the “Permitted Exceptions”): (a) Laws, ordinances and governmental regulations affecting the occupancy, use or enjoyment of the Premises; (b) All matters shown on Schedule B-2 of the Title Commitment and which are not either (i) Title Defects, or (ii) Mandatory Removal Liens; (c) Real estate taxes and assessments for the year of Closing and subsequent years which are not yet due and payable (subject to proration as set forth herein); and (d) Those matters disclosed by or depicted on the Survey, which are not a Title Defect. 5.3 Survey. Within twenty-five (25) days after the Effective Date, Purchaser may obtain and deliver to Seller a new ALTA survey of the Property prepared by a registered land surveyor duly licensed in the State of Florida (the “Survey”). Seller and Purchaser shall each pay one-half (50%) of the cost of the Survey. If Purchaser fails to obtain the Survey the general survey exception shown on Schedule B-2 of the Commitment will be a Permitted Exception. The Survey shall be certified to the Seller, Purchaser, Title Company and to various other parties identified by the Purchaser to the surveyor and shall be prepared in such a manner so as to allow the Title Company to delete the standard survey exception from the Commitment and in its place insert the specific survey exceptions based on the Survey which are Title Defects. 5.4 Later Title Exceptions. If any new matters appear on any updates to the Commitment or Survey then all of the provisions of Section 5.1 shall apply thereto except: (a) the time for Purchaser to object shall be five (5) days after it receives said update; (b) the time for Seller to respond shall be five (5) days after it receives Purchaser’s notice of any objection; and (c) the time for Purchaser to exercise its remedies shall be five (5) days after receiving Seller’s written response. Seller must cure any later objection which is a Mandatory Removal Lien and may do so from the closing proceeds. In addition, if any of the time periods provided for in this Section 5.4 extend beyond the Closing Date, then the Closing Date will be extended until a date which is five (5) Business Days after the last applicable date. Agenda Item #3.A. 26 Apr 2021 Page 24 of 71 DRAFT 3/2610/2021 7 ARTICLE 6 REPRESENTATIONS OR WARRANTIES BY SELLER 6.1 Seller’s Representations and Warranties. Seller hereby represents and warrants to Purchaser the following matters are true and correct as of the Effective Date and as of the Closing Date: (a) Seller is a trust duly created, validly existing and in good standing under the laws of the State of Florida. Richard Abdullah and Dora J. Abdullah are is the sole remaining trustees of the Seller. (b) The execution, delivery and performance by Seller of this Agreement is within the authority of Seller, has been authorized by all necessary proceedings and do not and will not contravene any provision of law, trust agreement, operating or partnership agreement, any other organizational papers or any amendments thereof or any written agreement or contract to which Seller is a party. (c) The trustees signing this Agreement on behalf of Seller, are authorized to do so. Upon execution and delivery of the Agreement by Seller, this Agreement will be a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (d) To the knowledge of Seller, Seller has received no written notice of, and has no knowledge of, any pending or threatened, litigation, condemnation, or other legal proceeding affecting the Property or any portion thereof. (e) There are no leases or occupancy agreements with respect to the Property and there are no third parties in possession of all or any portion of the Property; nor are there any options to purchase or rights of first refusal in effect with respect to all or any portion of the Property. No third party consent is required in connection with Seller’s conveyance of the Property to Purchaser. There are no service contracts with respect to the Property that will not be terminated as of Closing. (f) To the knowledge of Seller, Seller has received no written notice of any special assessments or impact fees for public improvements against the Premises, whether pending or threatened, including, without limitation, those for construction of sewer and water lines or mains, street lights, streets, sidewalks and curbs. If Seller receives written notice of any such assessment during the term of this Agreement, Seller will promptly notify Purchaser of same. (g) To the knowledge of Seller, Seller has not received any written notice from any governmental authority, of any zoning, building, fire or health code violations in respect to the Property which remain outstanding. (h) To the knowledge of Seller, Seller has not received any notice of, nor is aware of, any activity that would violate any applicable environmental law or regulations; Seller has not stored or disposed of any Hazardous Substance (as defined in local, state or federal regulations or laws) on, to or in the Property; and there are no underground storage tanks located on the Agenda Item #3.A. 26 Apr 2021 Page 25 of 71 DRAFT 3/2610/2021 8 Property. Purchaser acknowledges and agrees that the statements in this subsection (h) do not alter, rescind or supersede in any manner the provisions of Section 6.4 of this Agreement. (i) “Knowledge of Seller”, means the actual knowledge of Richard Abdullah and Dora J. Abdullah. 6.2 Survival. The representations and warranties of Seller contained in Section 6.1 are made as of the Effective Date and shall be deemed to be remade on and as of the date of the Closing, and shall survive the Closing for a period of two (2) years from and after the Closing (the “Survival Period”). 6.3 Seller’s Disclaimer. Purchaser acknowledges and agrees that Seller, except as set forth in this Agreement or in any of the documents executed by Seller at Closing, including but not limited to the Deed, has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether expressed or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Property including, without limitation: 1. Value, nature, quality or condition of the Property, including without limitation the water, soil and geology and status of any permits and governmental approval; 2. Income to be derived from the Property; 3. Suitability of the Property for any and all activities and uses which Purchaser may conduct thereon; 4. Compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; 5. Habitability, merchantability, marketability, profitability or fitness for particular purpose of the Property; 6. Manner or quality of the construction or of the materials incorporated into the Property; 7. Manner, quality, state of repair or lack of repair of the Property; 8. Total acreage of the Property or any particular parcel or tract; or 9. Other matters with respect to the Property and specifically that Seller has not made, does not make and specifically disclaims any representation regarding compliance with any federal, state or local environmental law, regulation or ordinance regarding hazardous substances or waste including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) and Chapters 376 and 403, Florida Statutes, both as amended or modified. 6.4 “As Is” Sale. Except for the representations and warranties made by Seller contained herein or in any of the Closing Documents, Purchaser further acknowledges and agrees that having been given the opportunity to inspect the Property, Purchaser is relying solely on its own investigation of the Agenda Item #3.A. 26 Apr 2021 Page 26 of 71 DRAFT 3/2610/2021 9 Property and not on any information provided or to be provided by Seller. Except for the representations and warranties made by Seller contained herein or in any of the Closing Documents, Purchaser further acknowledges and agrees that any information provided or to be provided by Seller but prepared by third party contractors with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of any such information. Purchaser agrees that Seller is not, and shall not be, liable or bound in any manner by any verbal or written statements, representations, or information pertaining to the Property, or the operation thereof, furnished by any real estate broker, servant or any other person, excepting solely Seller’s employees, agents and management company. Purchaser further acknowledges and agrees that to the maximum extent permitted by state, local and federal law, the sale of the Property as provided for herein is made on a “AS IS” condition and basis with all faults. It is understood and agreed that the Purchase Price has been adjusted by prior negotiations to reflect that all of the Property is sold by Seller and purchased by Purchaser subject to the foregoing. ARTICLE 7 REPRESENTATIONS, WARRANTIES AND COVENANTS BY PURCHASER 7.1 Purchaser’s Representations and Warranties. Purchaser hereby represents, warrants and covenants to Seller the following matters are true and correct as of the Effective Date and as of the Closing Date: Purchaser is a municipal corporation of the State of Florida, duly organized, validly existing and in good standing under the laws of the State of Florida. The execution, delivery and performance by Purchaser of this Agreement is within the authority of Purchaser, has been authorized by all necessary proceedings and do not and will not contravene any provision of law, Purchaser’s Code of Ordinances and the City Charter or any amendment thereof. Upon execution and delivery by Purchaser, this Agreement will be the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. The Mayor signing this Agreement on behalf of Purchaser has been authorized to do so. ARTICLE 8 SELLER’S INTERIM OPERATIONS COVENANTS 8.1 Interim Operating Covenants. From the Effective Date to the Closing Date, except as provided in subsections (a), (c) and (e) below (or earlier termination of this Agreement), Seller shall: (a) cause the insurance policies covering all or any portion of the Property which are in existence as of the Effective Date, or equivalent coverage, to remain continuously in force through the Closing Date. Agenda Item #3.A. 26 Apr 2021 Page 27 of 71 DRAFT 3/2610/2021 10 (b) not alienate, lien, encumber, assign, pledge or otherwise transfer any part of the Property, or any interest in the Property. (c) operate and manage the Property in substantially the same manner as prior to the Effective Date through the Closing Date. (d) not (i) accept any purchase offers with respect to the Property, (ii) sell, mortgage, pledge or otherwise transfer or dispose of all or any part of the Property or any interest therein or (iii) enter into a binding agreement with any third party to sell all or any portion of the Property. (e) promptly give written notice to the Purchaser of the occurrence of any material change to any representations or warranties made or to be made by Seller under or pursuant to this Agreement which shall automatically amend such representations and warranties and provide Purchaser with a copy of any written notices or orders received by Seller from any governmental agency with jurisdiction or issued by Seller with respect to the Property through the Closing Date. ARTICLE 9 CONDITIONS PRECEDENT TO CLOSE OF ESCROW 9.1 Purchaser’s Conditions. Purchaser’s obligation to close hereunder is subject to the satisfaction or waiver (as applicable) by Purchaser in writing, of the conditions precedent set forth below. (a) Title Insurance. The Title Company shall be unconditionally committed to issue, immediately following the recording of the Deed, the title policy, with liability in the amount of the Purchase Price, insuring Purchaser’s fee estate in the Premises subject only to (i) the Permitted Exceptions, and (ii) any item voluntarily imposed by Purchaser at the Closing. (b) Seller’s Representations; No Default. Seller’s representations and warranties contained in this Agreement, shall be true and correct as of the Closing Date in all material respects and there shall be no material default by Seller under this Agreement. (c) Seller’s Deliveries. Seller shall have complied with all of its covenants and obligations hereunder, including the execution and delivery into escrow of all items required to be executed and delivered by it under Article 10. The conditions precedent set forth in this Section 9.1 are solely for Purchaser’s benefit and can be waived only by Purchaser in writing. In the event any of the foregoing conditions precedent are neither satisfied nor waived, as applicable, by Purchaser as of the Closing Date, and Purchaser is not in default hereunder for any reason other than a default by Seller, Purchaser may either (i) extend the time for Closing for a reasonable period to allow Seller sufficient time to satisfy the conditions precedent but in no event more than thirty (30) days or (ii) cancel this Agreement by giving written notice to Seller and Escrow Agent at any time prior to Closing, in which event this Agreement shall terminate, Purchaser shall be entitled to have the Deposit returned and Purchaser shall have no further obligations or liabilities hereunder except for such obligations or liabilities as are expressly intended to survive cancellation of this Agreement. Agenda Item #3.A. 26 Apr 2021 Page 28 of 71 DRAFT 3/2610/2021 11 Notwithstanding the above, any failure of conditions (a), (b) or (c) above shall also constitute a Seller default. 9.2 Seller’s Conditions. Seller’s obligation to close hereunder is subject to the satisfaction or waiver by Seller, in writing, of the conditions precedent set forth below. (a) Purchaser’s Representations; No Default. Purchaser’s representations and warranties contained in this Agreement, shall be true and correct as of the Closing Date in all material respects and there shall be no material default by Purchaser under this Agreement. (b) Purchaser’s Deliveries. Purchaser shall have complied with all its covenants and obligations hereunder, including the execution and delivery into escrow all items as required to be executed and delivered by it under Article 10. The conditions precedent set forth in this Section 9.2 are solely for Seller’s benefit and can be waived only by Seller in writing. In the event any of the foregoing conditions precedent are neither satisfied nor waived, as applicable, by Seller as of the Closing Date, and Seller is not in default herein for any reason other than a default by Purchaser, Seller may cancel this Agreement by giving written notice to Purchaser and Escrow Agent at any time prior to the Closing, in which event the Deposit shall be paid to Seller as its sole remedy and this Agreement shall terminate and Seller shall have no further obligations or liabilities hereunder except for such obligations or liabilities as are expressly intended to survive cancellation of this Agreement. ARTICLE 10 CLOSING 10.1 Closing. The Closing shall be a mail-away closing through escrow at the offices of Escrow Agent, on or before thirty (30) days following expiration of the Inspection Period or the Extended Inspection Period, if applicable (the “Closing Date”). 10.2 Seller’s Obligations at Closing. At Closing, Seller shall deliver or caused to be delivered to Purchaser through escrow the following documents: (a) Deed executed by Seller, in the form attached hereto as Exhibit “C” hereto; (b) Bill of Sale, with warranty of title, executed by Seller conveying the Personal Property to Purchaser, in the form attached hereto as Exhibit “D” hereto; (c) Assignment of Permits and Intangibles executed by Seller, in the form attached hereto as Exhibit “E” hereto; Agenda Item #3.A. 26 Apr 2021 Page 29 of 71 DRAFT 3/2610/2021 12 (d) a standard Owner’s Affidavit sufficient to permit the title company to remove the standard exceptions from the title policy, including the “gap”, mechanics liens and parties in possession; (e) a Non-Foreign Affidavit stating that Seller is not a foreign person for purposes of the Internal Revenue Code; (f) Closing Statement reflecting adjustments made at Closing; (g) such other documents, instruments, and pay-off letters, if any, as may reasonably be required by Purchaser or the Title Company in order to effectuate the transaction contemplated by this Agreement; and (h) all Construction Records. 10.3 Purchaser’s Obligations at Closing. At Closing, Purchaser shall deliver to Seller through escrow the following: (a) the Purchase Price in accordance with the provisions of Article 2; (b) Closing Statement reflecting adjustments made at Closing; and (c) such other documents, if any, as may reasonably be required by Seller or the Title Company in order to effectuate the transaction contemplated by this Agreement. ARTICLE 11 CLOSING COSTS, PRORATIONS 11.1 Closing Costs. Purchaser and Seller shall each pay their own attorney’s fees. At Closing, Seller shall pay all documentary stamp and transfer taxes, all costs (including recording costs) associated with curing any Title Defects which Seller has agreed to cure, and all costs (including recording costs) to payoff and release any and all Mandatory Removal Liens. At Closing, Seller and Purchaser shall each pay one half of the costs for title insurance search fees and the premium for an Owner’s Policy in the amount of the Purchase Price, and for the Survey and for any other usual and customary costs, such as recording fees and mailings, not expressly provided for in this section 11.1. At Closing, Purchaser shall pay all costs of any mortgagee title insurance policy, all requested endorsements and all costs of Purchaser’s inspections. 11.2 Real Property Taxes. Real estate taxes and assessments on the Premises and personal property taxes on the Personal Property for the year of Closing shall be prorated as of the date of Closing based upon the maximum available discount amount. Seller shall be responsible for all real estate and personal property taxes and assessments accrued for the period ending on the day immediately preceding the date of Closing and Purchaser shall be responsible for all such taxes and Agenda Item #3.A. 26 Apr 2021 Page 30 of 71 DRAFT 3/2610/2021 13 assessments from and after the Closing; provided, however, should Closing take place on or after September 1, 2021, Purchaser shall be responsible for all such taxes and assessment from and after September 1, 2021. If the tax or assessments bills for the year of Closing have not been issued prior to Closing, such taxes or assessments shall be prorated based upon the tax or assessment bills issued for the previous year (based upon the maximum available discount amount), with known changes, if any; provided, however, that Seller and Purchaser shall reprorate real estate taxes and assessments based upon the maximum available discount amount when the actual amount is known. If any assessments are payable in full prior to the Closing, Seller shall pay same at or prior to the Closing. If any assessments are payable in installments, Seller shall pay those installments due prior to the Closing and Purchaser shall pay those due thereafter, with any such installments applicable to the year of Closing subject to proration as of Closing. All of the provisions of this Section shall survive Closing and the execution and delivery of the Deed. ARTICLE 12 RISK OF LOSS 12.1 Casualty. Seller shall bear the entire risk of loss of the Property occurring prior to the Closing. If the Property or any part thereof, suffers any damage prior to the Closing Date from fire or other casualty, Seller shall promptly notify Purchaser of such damage. In the event of any damage with an estimated cost of repair in excess of $10,000.00 occurring prior to the Closing, Purchaser shall have the option to either (x) terminate this Agreement whereupon the Deposit shall be returned to Purchaser, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing; or (y) elect to proceed to Closing without Seller repairing such damage, consummate the Closing, in which latter event the proceeds of all insurance covering such damage and rent loss insurance shall be assigned by Seller to Purchaser at Closing and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible applicable under Seller’s casualty policy. In the event of any casualty in which Purchaser elects to proceed to Closing and the insurance company fails to confirm that insurance proceeds with respect to such casualty will be made available to Purchaser, then Purchaser may, as applicable, elect not to close or withdraw its election to close, in which event the Deposit shall be returned to Purchaser and the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving termination or Closing. Seller agrees to provide to Purchaser copies of all claims, correspondence, and damage reports and such other information as reasonably requested by Purchaser, submitted to or received by Seller in connection with said casualty. 12.2 Condemnation. If, prior to Closing, action is initiated or threatened to take any portion of the Premises by eminent domain proceedings or by deed in lieu under threat thereof, then Purchaser may either (a) terminate this Agreement whereupon the Deposit shall be returned to Purchaser, in which event the parties shall have no further rights or obligations hereunder except those matters specifically surviving termination or Closing, or (b) consummate the Closing in which latter Agenda Item #3.A. 26 Apr 2021 Page 31 of 71 DRAFT 3/2610/2021 14 event the award of the condemning authority shall be assigned to Purchaser at the Closing and Purchaser shall receive a credit on the amount of any proceeds received by Seller or Seller’s lender. ARTICLE 13 DEFAULT 13.1 Default by Seller. If Seller is in default of the material terms or provisions of this Agreement, then Purchaser shall give Seller written notice specifying the nature of the default. Seller shall have three (3) Business Days after receipt of Purchaser’s notice of default within which to cure the specified default except there shall be no cure period if the default is as a result of Seller’s failure to perform its obligations at Closing as specified in Article 10 other than as a result of a Purchaser default hereunder. If Seller does not cure such default within said three (3) Business Day period, or if such default is not waived in writing by Purchaser, or if Seller fails to perform its obligations pursuant to Article 10, then Purchaser, at its option, shall, as its sole exclusive remedy be entitled to elect one of the following: (a) file suit against Seller seeking to enforce specific performance of Seller’s obligation; (b) waive such default by Seller and close the purchase of the Property, notwithstanding such default by Seller; or (c) terminate this Agreement whereupon the Deposit shall be refunded to Purchaser and Seller shall pay to Purchaser its reasonable out-of-pocket expenses incurred hereunder not to exceed $15,000.00 in the aggregate as its sole and exclusive remedy and relief. If Purchaser elects to pursue an action for specific performance of Seller’s obligations under this Agreement such action must be filed within one hundred and eighty (180) days after the Closing Date. If Purchaser makes any demand for return of the Deposit, Purchaser shall be deemed to have elected to terminate this Agreement pursuant to (c) above. If, as a result of a Seller default hereunder, Purchaser elects to terminate the Agreement and obtain the return of the Deposit, upon receipt of such payment, neither party hereto shall have any further rights, or claims, or obligations hereunder except for such obligations which are expressly stated to survive such termination. Notwithstanding anything to the contrary above, if the equitable remedy of specific performance is not available to Purchaser solely as a result of the intentional act of Seller, Purchaser may seek its actual damages to the extent available at law or in equity, in any event not to exceed $50,000.00. 13.2 Default by Purchaser. If Purchaser is in default of the material terms or provisions of this Agreement, then, Seller shall give Purchaser written notice specifying the nature of the default. Purchaser shall have three (3) Business Days after receipt of Seller’s notice of default within which to cure the specified default except there shall be no cure period if the default is Purchaser’s failure to perform its obligations at Closing as specified in Article 10 other than as a result of a Seller default hereunder. If Purchaser does not cure such default within said three (3) Business Day period, or if such default is not waived in writing by Seller, or if Purchaser fails to perform its obligations pursuant to Article 10, Seller shall be entitled to terminate this Agreement and retain the Deposit as liquidated damages (and not as a penalty) as Seller’s sole remedy and relief. Seller and Purchaser have made these provisions for liquidated damages as it would be difficult Agenda Item #3.A. 26 Apr 2021 Page 32 of 71 DRAFT 3/2610/2021 15 to calculate on the date hereof, the amount of actual damages for such breach and agree that these sums represent reasonable compensation to Seller for such breach. ARTICLE 14 MISCELLANEOUS 14.1 Notices. Wherever any notice or other communication is required or permitted hereunder, such notice or other communication shall be in writing and shall be delivered by overnight courier, hand or electronic transmission, or sent by U.S. registered or certified mail, return receipt requested, postage prepaid, to the addresses or electronic addresses set out below or at such other addresses as are specified by written notice delivered in accordance herewith: If to Seller: Richard Abdullah Dora J. Abdullah 428 North 17th Street Jacksonville Beach, FL 32250 Email: ________________________ (904) ________________________ With a copy to: ________________________ ________________________ ________________________ Email: __________________ (904) ___________________ If to Purchaser: Shane Corbin, City Manager City of Atlantic Beach 800 Seminole Road Atlantic Beach, FL 32233 scorbin@coab.us (904) 247-5817 With a copy to: Brenna M. Durden, City Attorney Lewis, Longman & Walker, P.A. 245 Riverside Avenue, Suite 510 Jacksonville, FL 32202 bdurden@llw-law.com (904) 353-6410 With a copy to Escrow Agent: Brenna M. Durden, Esq. Lewis, Longman & Walker, P.A. Agenda Item #3.A. 26 Apr 2021 Page 33 of 71 DRAFT 3/2610/2021 16 245 Riverside Avenue, Suite 510 Jacksonville, FL 32202 bdurden@llw-law.com (904) 353-6410 Any notice or other communication (i) mailed as hereinabove provided shall be deemed effectively given or received on the third (3rd) Business Day following the postmark date of such notice or other communication, (ii) sent by overnight courier or by hand shall be deemed effectively given or received upon receipt, and (iii) sent by electronic transmission shall be deemed effectively given or received on the day of such electronic transmission of such notice or other communication if transmitted prior to 5:00 p.m. (local Jacksonville, Florida time) on a Business Day and otherwise shall be deemed effectively given or received on the first Business Day after the day of transmission of such notice. Copies of all notices permitted or required hereunder and which are transmitted via electronic means shall also be delivered by one of the other non-electronic delivery means permitted hereunder within one (1) Business Day thereafter as a condition to their effectiveness. Refusal to accept delivery shall be deemed delivered. Notices may be given or received by or to the attorneys for the respective parties hereto. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner herein set forth. 14.2 Broker. Each party represents to the other party that neither it nor any of its agents, affiliates, shareholders or partners have dealt with any person or entity that might have a claim for sales or brokerage commission or finder’s fee with respect to the transaction contemplated by this Agreement, with the exception of ____________ who represents Seller (“Broker”). The Broker’s fee shall be paid by Seller pursuant to a separate agreement. The Seller agrees that it will indemnify, hold harmless and defend Purchaser from and against any claim for any commission or fee by any broker, including without limitation, Broker or similar person or entity claiming to have acted through the Seller or its agents, affiliates, employees, representatives, shareholders, or partners. The provisions of this Section 14.2 shall survive Closing or termination of this Agreement. 14.3 Escrow Agent. (a) Escrow Agent agrees to hold, keep and deliver the Deposit and all other sums delivered to Escrow Agent in accordance with the terms and provisions of this Agreement. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement Escrow Agent is acting in the capacity as a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. (b) In the event of any disagreement between Purchaser and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or Agenda Item #3.A. 26 Apr 2021 Page 34 of 71 DRAFT 3/2610/2021 17 demands so long as such disagreement may continue; and in so refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction in Duval County, Florida of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Purchaser, and Escrow Agent shall have a period not exceeding three (3) Business Days after receipt by Escrow Agent of any notice or request to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement. Further, Escrow Agent shall have the right at all times to pay all sums held by it (x) to the appropriate party under the terms hereof, provided no dispute exists between the parties hereto, or (y) into any court of competent jurisdiction after a dispute between or among the parties has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. (c) Seller acknowledges that Escrow Agent also represents Purchaser and in the event of any dispute between Purchaser and Seller, Seller acknowledges and agrees that Escrow Agent may represent Purchaser with respect to any disputes with respect to this Agreement or other matters but not as to disputes in which litigation has been threatened or commenced, and Seller agrees that Escrow Agent shall not be disqualified or prevented from representing Purchaser by virtue of its capacity of Escrow Agent. (d) Seller and Purchaser jointly and severally agree to indemnify and hold harmless Escrow Agent from any and all costs, damages and expenses, including reasonable attorney’s fees, that Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, that this indemnity shall not extend to any acts of gross negligence or willful malfeasance on the part of the Escrow Agent, and provided further that Purchaser’s indemnification and hold harmless obligation hereunder is made subject to the limits of liability set forth in § 768.28, Florida Statutes, whether any such claim is made sounding in tort or contract. The provisions of this Section 14.3 shall survive Closing. 14.4 Entire Agreement. This Agreement and the Exhibits hereto embody the entire agreement between the parties relative to the subject matter, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter, which are not expressly set forth herein. 14.5 Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby. 14.6 Headings. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement. Agenda Item #3.A. 26 Apr 2021 Page 35 of 71 DRAFT 3/2610/2021 18 14.7 Time of the Essence. Time is of the essence of this Agreement. However, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the law of the United States or the State of Florida, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. As used herein, the term “Business Day” means any day that is not a Saturday, Sunday or legal holiday for national banks in the city in which the Property is located. 14.8 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida and the laws of the United States pertaining to transactions in Florida. 14.9 Successors and Assigns. This Agreement shall bind and inure to the benefit of Seller, Purchaser and their respective heirs, executors, administrators, personal legal representatives, successors and assigns. Purchaser may assign this Agreement to an entity which it owns or controls. Purchaser shall not be released from its obligations hereunder by such assignment.. 14.10 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provision or by its severance from this Agreement. 14.11 Attorneys’ Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages as herein provided, reasonable attorneys’, paralegals’, or expert witnesses’ fees and costs incurred in (i) such suit at trial, (ii) on appeal or in connection with any bankruptcy or similar proceedings and (iii) litigating the entitlement to and amount of attorneys’ fees to which the prevailing party is entitled. 14.12 Waiver of Jury Trial; Submission to Jurisdiction. EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED AND EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF DEALING, COURSE OF CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF Agenda Item #3.A. 26 Apr 2021 Page 36 of 71 DRAFT 3/2610/2021 19 ANY PARTY HERETO. PURCHASER AND SELLER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY FLORIDA STATE COURT OR FEDERAL COURT SITTING IN THE MIDDLE DISTRICT OF FLORIDA OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND AGREE THAT VENUE FOR ANY SUCH ACTION OR PROCEEDING SHALL BE IN DUVAL COUNTY, FLORIDA. PURCHASER AND SELLER EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO SUCH VENUE AS BEING AN INCONVENIENT FORUM. 14.13 Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Code, provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party’s obligations under this Agreement, (b) the exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange and indemnify the other party from and against all losses or damages sustained as a result of the Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code. 14.14 Further Assurances. Subsequent to the Closing Date, each party shall execute and deliver to the other such further documents and instruments as either party may request of the other in order to confirm or implement the terms of this Agreement. The provisions of this Section 14.14 shall survive Closing. 14.15 Waiver. No waiver by either party of any failure or refusal to comply with its obligations shall be deemed a waiver of any other or subsequent failure or refusal to so comply. 14.16 WAIVER OF ENERGY EFFICIENCY DISCLOSURE. Purchaser hereby waives any obligation of Seller to provide Purchaser with an energy efficiency disclosure brochure for the Property pursuant to Florida Statutes §553.996. 14.17 Radon Gas. Agenda Item #3.A. 26 Apr 2021 Page 37 of 71 DRAFT 3/2610/2021 20 Pursuant to Florida Statute 404.056 (Subsection 5), Purchaser is hereby notified that radon is a naturally occurring radioactive gas that, when accumulated in a building in sufficient quantities, may present health risks to person who are exposed to it over 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 health department. [The reminder of this page is intentionally blank. The signature page(s) follow(s).] Agenda Item #3.A. 26 Apr 2021 Page 38 of 71 DRAFT 3/2610/2021 21 IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement as of the Effective Date. SELLER: THE ABDULLAH TRUST By: Name: Richard Abdullah Title: Trustee By: Name: Dora J. Abdullah Title: Trustee PURCHASER: CITY OF ATLANTIC BEACH By: Name: Ellen Glasser Title: Mayor ESCROW AGENT: By: _______________________________ Name: Brenna M. Durden Title: ______________________________ Agenda Item #3.A. 26 Apr 2021 Page 39 of 71 DRAFT 3/269-/2021 A-1 EXHIBIT A LAND Legal Description RE No. 170977-0000 All of Block One Hundred and Seventy (170) in Marsh Oaks (formerly known as “Section H”), Atlantic Beach, according to plat thereof recorded in Plat Book 18, page 34 of the current public records of Duval County, Florida. Agenda Item #3.A. 26 Apr 2021 Page 40 of 71 DRAFT 3/269/2021 B-1 EXHIBIT B All furniture fixtures, equipment, appliances, machinery located at the Property as of the Closing Date. Agenda Item #3.A. 26 Apr 2021 Page 41 of 71 DRAFT 3/269/2021 C-1 EXHIBIT C Prepared by and Return to: Tax Parcel ID# ____________ WARRANTY DEED THIS WARRANTY DEED (“Deed”) is effective as of the ____ day of __________, 201__, by and between _________________________, whose address is _______________________(“Grantor”), and _____________________, whose address is _________________ (“Grantee”). W I T N E S S E T H: That the Grantor, in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid by the Grantee, receipt of which is acknowledged, has granted, bargained and sold to the Grantee, its successors and assigns forever, the following described real property located in Duval County, Florida (the “Property”): See Exhibit A attached hereto and made a part hereof. Together with all the rights, tenements, improvements, hereditaments, easements and appurtenances thereto belonging or in anywise appertaining. To have and to hold the same in fee simple forever. The benefits and obligations hereunder shall inure to and be binding upon the successors and assigns of the respective parties hereto, and, subject to the Permitted Encumbrances (as defined herein) the Grantor does hereby fully warrant title to the Property and will defend the same against the lawful claims of all persons. This conveyance is subject to taxes and assessments for the year 2021 and thereafter, zoning and other governmental regulations, and all conditions, restrictions, limitations, easements and matters of record (collectively, the “Permitted Encumbrances”), if any, but this provision shall not operate to re-impose same. [Signature Page Follows] Agenda Item #3.A. 26 Apr 2021 Page 42 of 71 DRAFT 3/269/2021 C-2 IN WITNESS WHEREOF, the Grantor has executed this instrument as of the day and year first above written. Signed, sealed and delivered in the presence of: [print or type name] GRANTOR: ________________________, a ________________ [print or type name] By: Name: _______________________________ Its: STATE OF _________ COUNTY OF ______ The foregoing instrument was acknowledged before me this _____ day of _________, 2021 by means of physical presence or online notarization by __________, as __________ of ______________________, a ____________________, who is personally known to me or has produced _____________________________ as identification. {Notary Seal must be affixed} Signature of Notary Name of Notary (Typed, Printed or Stamped) Commission Number (if not legible on seal): My Commission Expires (if not legible on seal): Agenda Item #3.A. 26 Apr 2021 Page 43 of 71 DRAFT 3/269/2021 C-3 EXHIBIT A TO WARRANTY DEED Property Agenda Item #3.A. 26 Apr 2021 Page 44 of 71 DRAFT 3/269/2021 D-1 EXHIBIT D BILL OF SALE __________________ (the “Seller”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid by ______________________________ (the “Purchaser”), the receipt and sufficiency of which are hereby acknowledged, has bargained and sold and by these presents does hereby grant, bargain, sell, assign, transfer and deliver unto the Purchaser, its successors and assigns, the following personal property: All furniture fixtures, equipment, appliances, machinery, signage and other types and items of personal property affixed to, located on and used exclusively in connection with the operation of the real property legally described on Exhibit “A” attached hereto and incorporated herein by reference (the “Land”), and owned by Seller, including but not limited to those items described on Exhibit “B” (collectively, the “Personal Property”). TO HAVE AND TO HOLD the same unto the Purchaser, its successors and assigns, forever. Seller for its self and its successors and assigns, warrants, represents, and covenants with Purchaser that it is the lawful owner of said Personal Property, that has good right to sell the same as aforesaid, that the Personal Property is free of all liens and encumbrances(except unpaid tangible personal property taxes which have not yet billed), and that it will warrant and defend the sale of said Personal Property to Purchaser, its successors and assigns, against the lawful claims and demands of all persons claiming by, through or under Seller. [Remainder of Page left intentionally blank. Signature Page to follow.] Agenda Item #3.A. 26 Apr 2021 Page 45 of 71 DRAFT 3/269/2021 D-2 IN WITNESS WHEREOF, the Seller has executed this Bill of Sale, effective as of the _____ day of _______, 2021. Seller: _______________________________ _______________________________ [print or type name] _______________________________ _______________________________ [print or type name] ___________________________________ By: ________________________________ Name: _____________________________ Its: _______________________________ Exhibits: Exhibit “A”: Land Exhibit “B”: Items of Personal Property Agenda Item #3.A. 26 Apr 2021 Page 46 of 71 DRAFT 3/269/2021 E-1 EXHIBIT E ASSIGNMENT OF PERMITS AND INTANGIBLES ASSIGNMENT OF PERMITS AND INTANGIBLES This Assignment of Permits (this “Assignment”) is entered into as of the _____ day of _____________, 2021, by ________________________, a _____________ (“Assignor”), in favor of _____________________, a ______________________ (“Assignee”), who hereby agrees as follows: 1. Property. The “Property” means the real property located in Duval County, Florida, commonly known as _______________, which is legally described on Exhibit A attached hereto, together with all buildings, structures and other improvements located thereon. 2. Permits. “Permits” means all of Assignor’s right, title and interest, if any, in and to all assignable licenses, permits, certificates of occupancy, development rights, consents, entitlements, subdivision maps and approvals whether governmental, regulatory or otherwise, relating to the use, operation or maintenance of the Property. 3. Intangibles. “Intangibles” means all assignable warranties and guaranties with respect to the Property. 4. Assignment. For good and valuable consideration received by Assignor, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby grants, transfers, and assigns to Assignee the entire right, title and interest of Assignor in and to the Permits and the Intangibles. Assignor shall continue to be responsible for and shall perform and satisfy its obligations under the Permits and the Intangibles insofar as such obligations relate to the period prior to the date of this Assignment. Assignor shall indemnify and hold harmless Assignee from and against all obligations of the Assignor under the Permits and the Intangibles to the extent such obligations were applicable to the period, and required to be performed, prior to the date of this Assignment. 5. Legal Expenses. If either party to this Assignment brings suit or otherwise becomes involved in any legal proceedings seeking to enforce the terms of this Assignment, or to recover damages for their breach, the prevailing party shall be entitled to recover its costs and expenses (including reasonable fees of attorneys, expert witnesses, accountants, court reporters, and others) incurred in connection therewith including all such costs and expenses incurred: (a) in trial and appellate court proceedings, (b) in connection with any and all counterclaims asserted by one party to this Assignment against another where such counterclaims arise out of or are otherwise related to this Assignment, (c) in bankruptcy or other insolvency proceedings, and (d) in post-judgment collection proceedings. 6. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. 7. Power and Authority. Assignor represents and warrants to the other that it is fully empowered and authorized to execute and deliver this Assignment, and the individual signing Agenda Item #3.A. 26 Apr 2021 Page 47 of 71 DRAFT 3/269/2021 E-2 this Assignment on behalf of such party represents and warrants that he or she is fully empowered and authorized to do so. [Remainder of page intentionally left blank; signatures on following page] Agenda Item #3.A. 26 Apr 2021 Page 48 of 71 DRAFT 3/269/2021 E-3 IN WITNESS WHEREOF, Assignor has executed and delivered this Assignment as of the day and year first above written. Witness: ASSIGNOR: _____________________________________ _____________________________________ ________________________________ ________________________________ ________________________________ ________________________________ By: Name: Title: Witness: ASSIGNEE: _____________________________________ _____________________________________ ________________________________ ________________________________ ________________________________ ________________________________ By: Name: Title: Exhibits Exhibit A: Legal Description of the Property Agenda Item #3.A. 26 Apr 2021 Page 49 of 71 Page 50 of 71 0:4on>.:..>2H.mO_wH>O? 0:4nQ<:<:mm_ozZEBWEZO ma>E..WHHOWH >n_wzu>Ha?z"86$O?asamamom:6gmwoamamOoabmmmwos mcwzmadwuW5<<o=baOm_<a:a<.mxoo:m<o>mmmm.Bb.a.890Q3‘gmbmmoa aou><.mU>H_w">3:3.BB ZHHHHZD:5?>3:mm.No3 w>n_mnwo:2P.2585%8553aFarinaon$6$93»wow:5wcduomo3.mo?bm Boomsmmasmamao?ndmibm:5Samson.3:5man2593.8 <EaoSwamwaow:883%mamSouwmrowm. .5535amoodmwo?asamaSE3SimaammouSoomism5?:mac? 92mam.mamEaOonnimmmos.35gm:ca59585awn:mmasammom oosmaaammos. mmaxi238" .>¢<&<aaEomlsma§.8:_8mom._J:ammm<.550we393Ed. mag.”omoBm=o_oWoma waves?Zosa -_wOO7aZ=wZU>H._O2">3.8<o90oc-Um<O?osamamowgmwEnosmr.3?New? >H..H>O?2=w2H.uCgmwonmamOogmmmmosoo-Um<O?asamaCS3Enosmr.3?N85 Ew<:2<E.W40:4_<m>2>?HW”Agenda Item #3.B.26 Apr 2021Page 51 of 71 uonon I -nu-noun: 059 Am 'IVI_ll0?3? snavn Imolo sumo ms [nu pyomaw [E (91!-mN~‘~mIII) Ind 05:9 NOISSIIAIIAIOD(INV HOAVIAIAgenda Item #3.B.26 Apr 2021Page 52 of 71 NOISSIWWOD CINVHOAVNAgenda Item #3.B.26 Apr 2021Page 53 of 71 NOISSIWIAIOC)(INV HOAVWAgenda Item #3.B.26 Apr 2021Page 54 of 71 Au_._.<01)._.—.)z._._0Wm)”: 1.Z)20_>_.wm10a.- >u012.)-.0...3.no». Rows0.“<m)am..)..um0. <‘~‘_u40.0.U=<<<mQ0wcnmo.ucamoo<mn.?.o..vn?w? »a<n::auaww.AmNowuMm.m.T2..mummuh? cum0.mean.ua_n:no«N.umm.u_ua‘ mxn.m:a=:-nuAN.N&v.UAm_m.uwm.mm..uou? a0<0..:._0n+mullu?_n:nD.mx1?:A=:-?uW«Mw.mON.0V_ _~®<m3cmm01$_u.uW.DUO<.w:10a.Nuw<00‘_OUm0Q57.0!mT.0<<mz._m<Dam Uwwmalml?.0_J01:u—n=N¢.mxO03Q:c...wmQ10_0.wWUm_0<.\:20.2Mm“.<m.u« _DuUm¢D. .~w<m:cmmo?m?cm.0~wnm.<__J01:0».01.30>0<O.0..03..40x03a:0» _._D<_Jm3503.3nDD=n._0C:D<D:1UC.0Q.0QXUO~..QmwCHOmN550_0<<m-. WOMOCIHU>_.0no_:03 wcl??o<nnT.O.U.u—nmm 1030220.mmusnmm_M.Nmu..DwmhomhumAahww 0Um_.D:3mmx?olmmm _ m.OmN.o.wwm.MoN.mAAuA.u$ 0.uuv:D_0C:n<m.O0A.0NNoombuwNAN. .UmU.~mmw?omN. _ 05.0mmfwmmhwoVwbwm d.O3ma0.mAbovhmuNmmmpwm..w.m..N ammo:10@wmy»¢:?¢Q nou=a_Cc._n<.moubuu‘Agenda Item #6.A.26 Apr 2021Page 55 of 71 0_._.<O1>._._.>Z._._0wm>O: 0mzmw>_.1:20 003010.1E:Q —~m<@lC?wWc???o<0D..:¢0uUDn@3. ._.QXOmV‘mAm.._mm0.NAm.w._GmN.®N. _L003m@m.—u@_41$m»??mmmmnrowoNm.m.whA9..$ _3a@_.©0<W:\:30]+0__m0<@3C0N..o?amv@uN.N00Anwh?o OTQHQWM101M$«<m0$mm_m.Aw.h.wm4.N&m.W#LvAV. _ N _n__J®mW»_u01n0_.~C_10mTram..m.OA009090 _3..®_\0m+.m0.000UVRZmmomw... _U_m_U0m:0_).0*EXQQx/mum?M9000u90$ 7\:m00:Q300CmOPNVNMNk.A_mNmobw... _3»0_AC3Q._.wnuJm.«Q_.w_3N.N.wAw.O&.AMNmobwu. nu03+1_UC:03m2.03..m32wwU.._m$.nC3Qm_;wu.muommokuomobwm 40.5.?¢<0-..C0mM._&.D?&.VN?M0.hwV.WN._oub?. mX1@...Q=C..0«w...n_@0—<0OT+0:-U?w?N O0<@_4.:1.©Wnu?ux.3.VOVNW.VmM590$. O_+<\PQ13.1:m4_xQ:01_UL0N.0AN.»U._AJOVNA.‘N$ Aw03m_.O_00<0a3..50J4mgNVOwmmwmcww0.m.N. _V_D_J.)._.Jmuwwohoo_mo.AAmA.L? .UCU:0mQm@.7\V.U@N.MWmM.0WU.0.Wmohwm _.UCwU:0<<01AmN.mv.mm«.OA._ommhmmww.w.N _~mOwmQ:0_)_u_a0©102Jm\m<0_J+mM59000Eucmwwwmrmww 40:0.mvnnv@3Q=Cw0hM._M.Q.—?.§-UNMM~0u0.hs«UWW.0* <0O_7.nO:UO.+®00.3010._nCJQ_mXU@.)_Q3Cw0m man-maze:Oo<m:.:_..mwon<13u.D3m\m<o:.u.muhmm_mA.muu _ucU=n<<02G.cwmkmm 0W.x_@..D.0O(W_.1:.3m3o. _u_D...3_3D._mv.sAm Agenda Item #6.A.26 Apr 2021Page 56 of 71 MUMA.0.295:cm«:35ucnna. _MW<W~..EmmN.Nn..MOV 1033:5TAOQWWA 3.9.zw<n.:.oum.uon.Au. mxnmJn:EmuN.WMN.HMA 103330:._.UON.VNv ao.n_mxuoiuszawumPuma;.. :u<u::Iuuznnmo Ol?lu?m~01mamninummw.m.m.cu 7>_mnm__03@?Cwus.w_m ww?lmq?wm_:ooaboo <03...a<»....mum3.5»;5 mxvwauou mx?wlmmmu.uu;.o?. Dw?.mm2_nmumuhm» 4w01.w—?~mHhM.M_ _ .33.mxvmauaumPnuu?mu 353-m<u.u3.ua<mean mN<W_JCWw‘nmmmFumidsm_wO.DOD ?aanmi0:.oooboc m.o::in..».“can :¢<l:(Iuucnmn. .:.m«0a<m.:3m..:o,_m@(0](mfmoaboo 03069.0.Mm1<_O0mm.m:..wum >\:m?W__G]m?.Cm_...u. awnulmqnwl.3mmmbco 40-0.wu<a:...I.M?.m?...AD¢ mxn?lm?u zoom0033.w.mmu.u.a Umv.mmw<_DWnumb.v 4532»:0:.#09050 40.0.mxunauwu«u.omu.uuu ..m<u::nuw???na 10mmw3:3:ibon nzo?mm.0.MNJLOWM..mvo.$m «En.xm<»::ouo...wMu.uD» mXwu@3u9u mx_UW1.mWm_.§o.mvo 4E_..£m:0:.Uuvbmb 10.0.@.nn:mmumM.an.w.Nmu« M <mnT.o.D.u.n n.<<01>4_.’Z4._nIm>0I wVm0.>F>20mzumalzmmw:ZUm wm<m2:mM>10mX1mZn:4=wmm mm.‘vmw uooxin fnmubuo HDNJMNM maommm ..oa,_.num 4007.0.an.» M u rvnuhno mokmh n.m0.000 Numebwm _.o_Nmw. hO_U.m.v% .v~.umm .Bnm.nau.Paw... Am0.000 <nnT.o.un.m ?mbnm ubma.AN.mOOmaa.u.N muchom.um.mu».«whom aauhom <oa...o.an.» M AAHOWM .wLA.DAM numb»; VMCEWN.DAFVOA wucha» Emnaamm:.a.nm3m:. Nwo<»::muuaumo.<on7.0.uo.o uP.$mmmmFvmlzzmNWU.LkC mcb?.V<:mnm__D300.LwNmum uu.e.N403.Z0(M..=..0mMmN&?.bDD mxuaauu _o‘vmm1550<W__Jm?_W?:D1.mma?a.»Nhnraba wo,o.wm nuiwn <mn...o.vn.mNao<m::onwanna. am.anm.D.m053.‘‘ .2._.mnj?w?mm3.MW~(_?@mm.m.o.uncNwmm5. mo.o.m.>s:m?m.__D_J?Dr.mmobuo9o APQN<w03mqNwm.3mooboouoaboo 40....:.u<o::oumuhonkvo«u.u._...u§ wmb?mx??lu?u opmwmU?mzmmuPaoonxub.k.mmhom mob?Dmu.mml?w_.uc?wc,momnhum uuhwnaa??mmmwmOc.mwukwmM£A.N—m «DE.mxuninuMvhnohuoM».u.m.»u.~ 5b....mminuM5505.u|<«ownscum».<mn?.o.Un.a uobwmW@<?Jr_Uu.100wW_VD2.5:mA.w.0.000«Faun $035:0:.000.009aoobco $:m<»::omucnmu.<mnT.o.Ua.a oas.a?xnwmEukmvUD.\.NV mo5..7)_mn0:005nov._uu n?.b$Au0..:.Ur_:0Im..DN0.0MV mobwm<03.aa<a:nnum..owm...Sam nuxnunMxwu?lnkm >u_.:_:.w=o._o:mnkvm 3...».vmanozwmzoa?uv?ocu 3.03130.mxvainnmumoiumm m0.0\H. nu.ouV. <nn_?.oLun.asauna.m.m.mw.umuen‘.N.of.AG_ mchwrruov.Zmmwokms h._.N‘Id0—?_w0<..::iumN.H?W.hG€mA.NOm.OD? A ,hwuEa..Ammmbmm mob?_.»v?om_N.D.mm.m s».>V.no.9.MX-v?lm?mM_.>wPMnwmuao.»Am Va obi. ma?a. _w.a$ mob.» moh? Nahum vab? ¢N».w uahun N _.r _mm m?bmn.Agenda Item #6.A.26 Apr 2021Page 57 of 71 0_._.<01>._._.>Z._._0wm>DI >>_w0m_._.>2mOcm_Z10m>>>:0Z 10:0._vD1A....0_~$<m3C0w +03:N0/s0.JCmmN@nu@m<@Q.314MB9WM.mNM.VM OQOUQHMONO0.VmA.M® 7.0<0_v3_U01MONOmhvwdm U@003J_00sMONOm.m.wA.wm ._n_3CD«<NON.A.MmN.uV mmUc«o_.<mom. 7>D_.0_JNON. )U1_NON. 7>D<NON. ;C3@MOM. L_L_<MUN. >C@CM.NON. mmU:w3_omqnow. 4049.M0V.mO0‘0§ _.DOD:Ow?ZO<@_.3U0s_U00@JJU@w..ODCO..< _I@3JO3\ _ 1M».9mN$.00MuamhmMV§V.0M OAUWDDW_<Q\>Tm13_.M0m.mmd.NO.Ow_»U__N.—A 7)@._@_u:UUQQWOOOONmAb.WO._.N&.._ O_.NU.w..O 7>@40_x__UOQQMDOOOQ0. _ .WDVOAKVOVOV.mO @Q.NVO.MW9m.ooPwm9A.NUN.mV ‘€90w0U.O?013.w3a1:30 W@Q.3.\:3@.nC.JQWAu_nuJ.U@9VV.VU_.NV _MW<@..._CmmH004.Z..w0Cm_J‘S03mn._um.mm mXUm.JQ_+C~.QmA004.2JwOCmu_J7>.D_¢300.00. m:n::®.uC~._Q_wG_D30®W00.MmV.WN 101ACm?mum1$¢m 00¢ALa:?<._O1<N°1<N._ wvmn.n.m<m..:m 7>.m0m__O1_0OCm.~00w¢n_:O303Qa©0mMu0.00Wx9. I00?0O45Q:mNO.DOAmC.OO\ >1MIO<<MA_VM,W.OOA.s«.mO.OO\ 1nuO=m¢<20:3.._.w.NO0.00MM»0m0.00_.m.uv.m.oo U0“101Am.®Ww.OO®_VAU.0O®.AWm.OO U..w.wO.oO0..$M..w.OOM«m.MOC.OO Agenda Item #6.A.26 Apr 2021Page 58 of 71 0.4<Om>4r>Z...0wm>OI m_Z>Z?.>..wmvoaa 00m...w0_030mm .u0:0.. 1:301:9.N\nb\N..0.5.0:.uxw.\N.030300 0@3m«0.M..O.MNu.mw.Mcbombnv«.mNo.oDu: n°_w1._JJC1—:J\O@<m.0U:;w3.W_OO.nnw«0_...3o>.mum.:m..NAM.Zmxomv. $00.~wU_0n@3:m3.cwhwwowhmm‘ .u0<.01.u0:n.J?.~.w<03c01530onrmw..mV.mwAxrmmw 00:<@]:03.Uw<w_0U..3m..:40x.uo.mmv.AO..vnOgruum r000.00:0300m._.0xEma;.32molmm.2wbuo. wwima..0x.\N003.w0_0m40x..5.V.M0m..Amm.NUMNahum .u0_.Dw1.0.3.30..uO1m..c:m.Aww0J.m.T0‘«ChowVmhmm3A.@OW. nHO..3_.1C3..<.u000<0_00_.:w]~m.m.wMNNubmm:.NV._ U00.ww«<.nm.mw.0mv.Rmmb.m..O.ovA 000:0..u2u..m0.mfuumxmm...mmm._.w.Dm.amm <<0.0«VbwmbwuV.MON.m.N?rrovw. wmimn&.HOU.UmnwA.wAM.v0mwobno Mn.D=0:03wuwhwomkoxuom.mw.vuo. .wC._n._J60000m3mnu_Aum_\.JW3.wmmbmowv..mVmmbwm w..0:.:<<0:m«svuhmnww..000..w..wNV. .um3m.031.u0..00.m..MN.V0#.m.m.O.n.mwwmvkwa v03m.03100300.MA.Am0.0ADnm_Omv.mo¢mmmbow 40¢?_Mmm:.vmrmoo..w>m.mVu.wmA«.Awotmmm «Dan..~.wm.:noMA003.Mmnhwm;.u ._.0o0.::..0«—:n.mn.00m:9.w.uVm.NmN AU>MI>25_Z<mM#)>m7-4% nuclm?..U0__0~ >n00_L.J..v«.0«Nxnmxw.mxw.\N.070300 w03.nOw)«:@1n0U0UOm..0~<M.O1.AA.uo.mwW.AO0.&A0M._ .Oum.M_w. 00100105m.xw0..J0O_.30z7>0.mu0_Jm.0_J_0<m.umo_u...m.W.V.DVOmmbnc 0O<m_.1.:.:w3.Mmnu?lzmmx>>0«003w.03:m<..?n.mw_ouc...mum._Wwu_v.mwA 00m?m.Uv.7>Z.1.>>0«@03w.03_m<omkmvMV.w.mKw..AA. mm)‘10200.u1_.JmMFMAAMhzmnoU 00%;03I030Ubmombmo. m:F»0»0.&MV.mwN.mwmVMo.mmm.wv.«A.‘ONO..aw. .vO..00.u.w3m.O3_J<0w.30_imM.w.0AW.A.OMu..L.mA..N0&MMWNOVN 00390..u.w:m.0J.3<mm:.301:mMmbvmhnmMm;mmbwm...mm_.oO M:_u—0a0.9mvbwv. _ N.»Mu0.mDV.mWmMTmmokmn 40.0.Mmm_m.0.0Mm9mm.m.mA,oANMWM&.0NrNv Agenda Item #6.A.26 Apr 2021Page 59 of 71 Page 60 of 71 >DH2U>EH7? MGWEEHHHUw<” .now><.mU>.HH" SHHHHZDU>.Ewu w>O~ADm~Od2U” WCUQHHH -HOO?:SH2U>‘:O2H >.HH.>O~.E<Ew2H.” megaWHWOWH Q?3..>:u=:awamar Ooaimmmmoagaansm OWUH2>2OH20.3-3-3 §a:mmmwE.:m.U:.ao8aowEsmsoa.4 >3:3“88 >3:N9Now_ 3Uaaa?caa~89Ea05$manner:mmimo?Ucimwma>wmoo§am.Ea. ooimo?amEa05$EsmsaaU:aa8_...amm2::mEawomwEEQow_.am:m:oEmEa .2<o_om:mSEEawasom29.5»Uacm:Ba_:Bam:<:.o:Sa:S__u_.o8o:o:mag Wa<o_<EmPom:msaEsmmmismgagm?iaacoma3Ea:35Tim.:5 uo.8=:m_mmismmEm:20:5EaEaEma:o_,._.a.q_:m:oEmam3:ox::m.Ha_<?awooo oo?cmsam.dimozmsmsoamm:aaammmQmmEa9Q35%on?39:.magcw ozrsmsaawowEa05$OEm:a_.. E<aaamnosmam8EaWanca?3.wnonommaEH3€a_.a3822.$03EaEua aéaos§m_.aE5.Nom_cwUcimnmam>mmooB.8m..2_amaaamuosmam<<a_.a a<m_:m8mmamWaxQo<a3Ba_:Esmsaa.So.9428Eacam"aamnosma.> ooBEa.8m.0»:mmaaaaai§EWaxQo<a_.=Ba=~Esmsoa.Ea.m_o=mEEm m:BBmQ3,Ea_.am_uo:mam(3:ca280388EaOonzdmmmmos3.mE:.o<m_Ex WamoriosE5_.am:_m_.Baamsm8caEar.on>3:N9Mom? Zoamen3.Emma:<am~N838_. n_a§ma_.<moaoomnmmssmw3m:E_.a«am? OoanammmosE05m95:0383%EmocmmmamwmwmO:::m:oa3.3.3 onmaaosmmamEx:_.amE:m O_.E:m:oaEbH- _m m~H<:w¢<HUw<0:4H<_>2>0—w-”\JxiyvQ...0.,s\Agenda Item #9.A.26 Apr 2021Page 61 of 71 Om~UH2>2OM20.Hm-NH-5 >2OWUHZPZOH0...,HEM05.40....>.HH>Z.HmOwm>om.macaw» mS.E.m2._mz.E2o.Om~UH2>2OHZ0.Hm-©m-.N—.uZ>O.HHUW4emu 05.4OOZDSHWWHOZO2zo<m§wEw5.Sam.5Esmzumu PZUWGWWHHHSHZHHU_.=.mH:Om~HQu2.PH.OWUH2>2OH:: >d.HH.HOWHNHZQHEN_mmd>zomowHEM05.4om>.—.H.>Z.HHO w?pom.m.:?Om~..—U>.GHHFHHHHWmmmam?W—w<H2dMWOZU. mmw?mNONH.H2HEN>mmwmm>.:.uww_._zo=.>w>H<HOdZ.H20% HOHNOHHUam.woo.oooHOWHUGZUHEMOH.H<.m Cdm.H>ZUHZQowEm>.:ozmm.dWmd>2.—.HOHENOH.H<.m UWHZNHZQ€>._.mwm._.>.:.umNH<OH.<_2Q..HGZUOOZMHWGOHHOZ V0.54bmwumamzaugzmo?o>ZUHENo=.<.mo_.m>z E>.:.uwm._.>._.mWH<C?<u2Qm..dZUOOZMHWGOHHOZH992. >mWwm_<Ez._.Eégmoqoow>E.wo<_zm>WOW39...HO>2 >mwmmEmz._,>2U>d.HH.mOWHNm2QHNHOGHHOZ>2UUHH.H<mHN< owHEMV0.92>QWHME—H2.H>ZUOHHHN>O.HHOZH2 OOZZHOHHOZSENHEMUmE<uw<9...mdcm_wO2Uw wwo?gzmHOWmwvmCy:HEMWOZUw<WHMOEGHHCZ m.;OHHO§DZQwOFHOH.H>n.HOZ9...oo_<:.m.:.E<mEwowomwrm HANOEOOH<ES_.um~OH>Hw>zNm>2UZ_wQ.O._.H>.HHO2.mimamHEM mdnommmudbEuumwwVHMUQHZGHEMOH.H.w:mMEHUQMU wm?wzcmmUHWOEWHUHZHEMOw~HQH2>H.OWUH2>ZOHw>ZU E~o<=Hzm>2wE.wo.E<mU>.HM. £mm.mm>m.$5QJNOowbbdmmwosom$502%om>$mbEomama?EoimmA$5 :03}rmmm5.5wB$5Q$_mRWSEm5$_5<5ma:m5H.<55mm?dmm38aB&:m$5 Womcsmmmwobmmmm$553momma? ZOE.QHAMWHWOWH.WM5.mz>n._,muWM‘HEM05.4OOHSEHMMHOZOZ wmmgm.owHEMUHOVHH0...,HEM05.4cu>.HH>Z.HHOw?wom.u__;HOwNmU>" mnonmc?H.>d.:.mOWH.H<WONaimOWUH2>2OH.€55OHGESWDOG5955.5% 6:353:.8$5?woimwodmom$5>0».mm53,535$5bomb>m55d5D.m.m330», $3035m$mo$5Q$55.8mmmxécx>. moose:N.UMm.H25.HO2m.>5555m.E95OawpmbomwwmbE95$5 Bombwdmmmmmambo.»5$5bomb>m55b5B.n. manna:m.WMGGZUHZQ>d.—.mmOWHNMU.GU555$553»mcmyolmmm$5 aam?bombmomE5O?vxwo?nmwmbnmbmowzmmmodmUsamsmba.8$505%.wasasm¢<m.5H. W55m~5<o~SDmW559Oo?m?do?obbomb>m55B55.mU/Emo?o93¢35O?uxmQomb ¢<m.5H.W55W5<oH<5m3:5Oodmaw?o?o?bomb>m55§5S.n<,2<5o.SoAoo:5oE<5&a $5..ma,§.a&momma...5055m.8m5r5<5magm.5H.<55mm?bmm. mmonmobA.>d.HmmOWHN>.HuO2CdHO>2>ZUWOZU.mEu_.5o.nEaUswm?mbn noQ5Uwoimwobmom$mmOamwbmboo.$595.5,m:$53N5QmoSosambombmbm.8595 $5Wongmmmmon?nux$55mo5.555msvmgbmmbw$5535mom$5bomb>m55Q5b~ m$m5$5m.8Womorpmo?8%:mm255535mBmw.U53095593Homorp?obwmow?om 3$5$353.mm53.$5wosg.>3om$5535m85oo<5DwD5oobr?bom$5$5bomb >m5555?\nm5Eoow?owmwma$5536%555555.?imOawsmboowbm$5bomb .>WH.®0H5®5n.GU05$5mcbnmsmom$5bomb«Sm$5wmmcmbooom$5mesa.8$5H595? $5.:oodm??iummooD$m5.n$5.2<55D$50»?mbm$5539,. o8m83.~Agenda Item #9.A.26 Apr 2021Page 62 of 71 manna:m.mb?mowWOZU. A3mm?ambmm.F»mWQ.o_o%3:3.Qoaom?mbomEamoormwom.gm:3 mooowmmboo2::EHOwwo?mwobmomom:E.0533Em.Eolmmmazsam.WDomomm?om mmpoom$5moon.8mUmbwno2538woob?douor?Homb_.rm5$5Uomw588%owSum 02%Uoom?mmmomownmmob91ooB@o¢?<wUwowowmmmW98UmbwmWmEma?.8.mo§o<o$5 woéomaoom»mow$5massasm. Ev.35QJNrmmmomownom?wowowmmmmowwsnormmoom$5wosmWoo» Umbwm.wosoa?bmo<mELm.QoSom$5HomoobmomHmoowoomm5Qbomomm?ob$5»$5Umbw ommi?mSow?wooommmBow»mQ<m5.nmmao:m.8cumQ09.909%WmrowoU%wsmpo?moa.8 oo5Eo.8SowQmbmmo?obUV.wamowpmobmooozwmbmSumno?dm9.390mob?Easasm_od..m 50»Eswnmm.8588$ammo.Wmowomn@mG~HD®DnQmnom.BWEEQQmnommbmwodosbnm.Ea .8H.3momHoamwmuqdmd?msmBaconmso?Hbommwom?obm3$5noaabmomQ5bomb >mwoo3wBnmmBmwUmQuadmEoHo<wQ3»msormomorumobomSum93»Ooa?dmmwob. mmo?oba.zmoumm>w<>O.EOZ..28gmwow.$503%Kmdmmowmbmmom9% gainmammsgo?mmm83330.8%.8mxoocunombmn._o=<9.$5bomb>maooB9.§85go monowsam?mbn.8$5aomor?aobmomoamoom3moomobm339°sm?oo??82:8 mC$Ho3.Q$63$5QQOoabnmmmwo?.?rmgmwow.QQZrmbmm?.mbmQJN90%man mmmwmbmwommmSpammodnmomQ5Q5»5oobdoomo?sh»?SpawmmsmbooEaQo=<oJ~om :5mono85mammsgoimommba.oa?woéowom.8dmwom:mo?odm85m.8_.omno8805.0 mba%:<Q95%EamtEmqcmowbnm.moosabo?nmowoobnwmoamobcowamomQ5Q0‘ swan:madbooommmww.owQmm??go3oobdao?od9&9momaxoos?osmbmQo:<oQom$5 bomb.>WHO®Hd.OHi_EaEmwon?mbmSE05mamDonwboobmwmembn9:43SowHoibmEa UwoimwobmomQmmOwnsdmboombm$5bomb>maomBoD.m. manna:4.wE..mo.E<mUDHH.‘mamOwn?bmboomwmbnmwo9&9Wswbomwm?mg EoosWmnbmo?bmd? oamomoqb Agenda Item #9.A.26 Apr 2021Page 63 of 71 Fpmmuu>ZU>Uo3.m.Uobmawommwbm6%.50Q0»Ooabagmmwob91SpaQQom >Qmb?omama?3019.»3mwamcrmabamo?bm95%ombmmmbmUna?awHMSQmw.om38.3. mowH. Fwmmmu>2U>UOm...EwUo5mooodm85msaaommwbm6%$50»?Oonuammmwob omEmQJ»om>EmbSomama?33%m»maomazmaBomm?m95%ombom.85~55.93 M09Qwwom>63.womb 034cm.>.:.>2.HHOEgom.E.ow:u> >E.3<8WmHomoi?m?mmowodowmsmsQrmwmow gmooidogmmmu§m%oH, WHOSUWE.Ucwmm?W Div»>.QoaSw%.W >a.:.um? Uo?bmW.wmc?o Q3.90% ooumommqb Agenda Item #9.A.26 Apr 2021Page 64 of 71 o:§o$._ HNEHWHH> HO>Zwmwwmamza .838: 05.4cm.>.HH.>2..—.HOww>om.w:bOWHU> «=3 U33mmon..NONH mllllllli d._.:.E.Emm<m._.mE_—NM<m..2dHwmmczu?mWOZU mmw?mNONH Agenda Item #9.A.26 Apr 2021Page 65 of 71 H.O>2>mw,wm_smz._, amnmHO>ZmmwmmawzaElm..>mwoobbob3.moanmmomV moorcwmbmUodzoobgoobéOW>.E.>2.EOEvpom.m_;bOWHU>Ago..QJx.V.m Hb?bwo?umpoonoowmmobE52gormémomQbomamaomEobmm.mbm. Ego..ronaQ..r E?zmmmmamu Smwwm>m.SboQ5.bmm»6%mmoomobomOH.QwDm_50o20.Ego ..Ow&bmbooJob.moormEbo1NoQmboHom?b?bbmomgoOw?xm ob?m?mbmwbmocmmm?obmobwmbmb?.8go05¢Ubbwbbmém?ob.mamaWo<o7Abmmama Oobmbbonobbomb.>mH.®®HD®5.nU<<~mo1:ombmago05%Qomb<<m.mob.maaoWo<oHSbm 3:5OO5mQ.CO.QO5bomb>mH.®®HD®5.néébmoqooAooEoo.b<oF.vgo..w&Sa8momma... 6%mHomb?boabomba.H533$5$39,Eaabowmmbmbooomnbowosm3goolbowomp mbbobbnowwill.8go532.8moobwo:5bomb“mbm Smm?gm.QboOWQ.bmm.6%Womor?bob20..mmoonomob.NOMH Egoawowor?bobdQo?oabbbom.8coma::5bombWebbEgoFo?mbb.mbm.8mamboQbo moan.8moobwoEgorombw ZOEHEHWHMOWH.Eoobmrwowm?obomEgoowobbmommbmgowomooo?<o woowomobnm?obm85oo<obmb.mm585oob?mbbom.gooma?ombowoaommwoomm3:05” moose:H.Uombmnmobm.Hbomozogmbmno?bmESbm>WH.o®HD®5nmbm:bozogo mozogmbmbbombwbmw.bboommEgowow»ombobimooxowomwqHonmbnown ..>o.m..Hbombm053859Eobmmmrmnb?om.EbooammsaOb?bmbooEao?boa moomomgoowo?wwobmom58. amongOwnmbmbooxwbmbBombgoOwombmboo.mmmboobobbobmom6%go Womoobmob. among:bbombmQbo03}wCmm?owmwmnoabWo<obbomomssomsm mono.molom.mob.$28.5gowanna,mmmmwbmoomono3goo?bodomombbobb...om wmmmoobbgmob.nbobomb. .65..Bombmgo03%om>mmbQowomob.Eo?mm aOomo..BombmgoFSBEWo<obbo9%3.Sow.mmmubobmom. ..OobbJx.bbombmUb<m_Oobbnuamoom?omom:_u&<a8:omgommmnoomEobmm. a?ombuBombw:5bombmmwoom.8Gobbmdb.8EboO5»3goHobmowobwmbmbn3 moomoboU908. aoamaaOwn?bmboo:mbmbBombOamwbmboo20.5-8%0328U%go95» Ooubb?mmwobobZO<OHD_u0H5.Eco.mmmbpobmom85mbooooaob?om.wxoooamm 333%..Agenda Item #9.A.26 Apr 2021Page 66 of 71 o$8§&8UH.O<wQ.®Q$885,m:omowmmtmam85.58585m5$\oagamma5$8O3m$5m$ Oa&5m58£5:Um~<®$8858$8m5$5mm$5$58>m88585.m. ..ma,::%a_wo5$m..$8:5855$895%o5.mm$m5&5moU:mw$o5m_¢.:5,w5m5.mdo $803}U$5E5m<<.m.8aW58W8<o$<$5mT1555Oo5m$.5o$o5bom5>m8oH585.m US$020m5$$805%.0855¢<m.8Hm$“:8WO<O_.<$HW@555Oo5m5.5o$o5bomb >WH.®®HHwm5.nS8Sauce. mmoEo5N.m.;m5...$5mm.$Wm$883»$0555.5883558555$%o§83»$8 0&0‘$5.2 >.$88$.55n.:5mom$8W8$.55m8$wo5$m.SEmGH$HoH.$8osa?omomom $8>355$SE8988$8Uonao<S5moomnmom$8035 W..28QQ50$oS.5m.oH8wm8m55$5_m$5.8:.5m$8m%m.855m5Q 8858mEommomW8<8558m8.85u8m5.8585m850»_.u8m85$%gamma.»momUm%585.m3. mg»586.:$886»$805%C$_$8mm%m.8H5Wm<O5SoW8m55E5mwo5$.mo?omM93. .855mamHommbw.m<m$mnU8355%$8wo5Q.m5o5EammwmW8<85r8m<3:U0m5m:885a.8 wwwmm$o$5o:o.m$omm5$5883O5$8mesa¢<.W@B.98mbmnoDHPWOmb8955.8.» omuq585.nm55.8w$8O?mgmmOHQUHNHHOGm5$$8W055OaQ$5m58. mmanmoupw.H.055.$8bo5$9,mmwomm3BWWOmrom5.8$80»?$9.$8 655608ow8m55%5m$8W8$55n8Qwo5$m.H50.H.055$5:$883585853$8wo5Q. oo5.$:.5$5m$8835m5$8W05905.95558555$58>m88585r858528:U0 m5_um.B5$mEw.$5$8$035ouuoimaa$5$8W8mo$5$o5. moonmo...A.Hausnm«.550048555?onW13.On&5.w58m>E._u..>=om$8 855m555oo<85.m5.8omm8o$o5momm5Q>3885«Sn>388<2.$8O$m$5m$ OH&5m58.m8$5o96oH.m8$.3»88858$883555$5:mood».8$8bom5m5Q$8 W555mow$8$858?9”$8$8553mm$55‘mm57wow05»$8855.C605oo5€:m_58¢<»$5 $88n55.8585.nmom$8O1m$5m$05.35558mow$85a.m5.m5ooow>$n:$o5m$HUWEQ wo5Qm.$8wo5$mrmbU8>m&$o5m$wmawnwwo5$mmowm:?dwwowmmom$8O$m$5.m$ Oa&5m58. moo$o5m.wuaumu?pabn.$8mo5mmrmbU0o8wma~m_u8U838H5m.E1.Q.mm owo?aom$5$8W8mo$5$o5. moo$o5m.>UuEom$o5omH095uuuoommmm.>=waoooomm88385$055$8 H.055£5:U0m?uomwnom05$8$583,5.8085.»<3»?$8HumaA5m>m85.n$9,$8massaam wo5$m.5m5mH5o55.mw5m;885.n.8Homo»$8858555.505@300$9.$8W8m55$8n$wo5mm 05$88m$8m.nwamomomgoQ98om8$mH5®$o5..8U0$8555w5<8m8Q6%$8$u.m%$5m >m85.m553$88.8H5w$o5598.mb.8_8m8ooH5_.omm58$5mHUNUSOH985$59$8 $8505$8EwmmomW8<855om8o5$5m655585»om$8WQa55n8mwo5QmSE_8 mommwmom$5moooHdm588:5$8O$m$5m$Ow&5m5o8..28HLODQGH.$8550»598W$85 o5$85553»moQowomwnommmvwo?mmm$5$58m8o$o5. mmonmouu4.5533.cm95%.5&:.¢<$.HEmmmwmoaHO>Z<md?,OW>QEO2 wmaémwzemmCS4>2UammVWZUWWmmgdzmHOamw?O>2.OWdam?O>Z >mmmm§mza..5803%>20GEMWHZUMWm>OEmxwmmmmg<<E<mm>24WHOLIS, o753%;Agenda Item #9.A.26 Apr 2021Page 67 of 71 GO>LC.W%.E~H>H:>20>mmmmmHE>.H.GEEmxordmzmSwzcmHMOW>Z%.MCOE MCS;OW>QEOZmE,>66mmUC<>6OOCZQJDm.6OWHU>. moose:m.Zo?oam.>5Bo?oom.oownnmommwm9.o$5uooubnwsaom?obm $555599.mrmb65wCmmo55S%WWNOUmbmmrmb65@5556.mw<5d$60.:69.5n56<55Q owBag6%85.5885ow023,55numb.womnmmoR035..8$5mma?omma$5 modoéwdmmmmwmmmomn 2.5.8b?asmmmmm >wHo$5O$%”m6mH509,63 9%Zmbmmow O#%om.>Smb¢owomor moomoHEUo5Womm >$mb$owomowr301%mmBm-m?m 3?:E?mmoq >m.8$555%: >B%om$5WUO<®?ma?om35%.6%3:85Sd?bmm75D$0$5o$53.mwmwm?w?m m5%m§.$5H.owEmawmbnmmmwmmmom.83.656wS6mo95D.nDo?oom.ooa?momnmmowo$5u ooasdwsaommobm$5.:65ma?a.Oos?dsaommosno3565599.Sm.85oo?5H.m6m=65 oosm?bmm6%m56<9.%omm68¢08%$553.8$5bmbmowBow5.23.$5535Ev w?mwbomwUm%mmsanoa9.56oonbabs?wommob6%550039.. manna:0.o:wE.§_._.mx-wxm§EOc?mmnmob..2501%6556%wowmmmogm 85mag;$5»:5mmobm6H%mb?onumnom50»HDOHW$5bwS.ooo.oooomnmx-5N5Bm:_ o66mm?oBmAo$5a$558:33w3<m.5moE<$%6o5QwvSE653236%$503%83#m mC6oH.n6Bm.5mo<mnDs5D.8Lob??om5ompadmmc.%5m:.memeW359%$556%3503Sm §m%oa.9.$59%HSWUNWOH.ow$56.m?ommaom..85o5$$%$55wo?ammobam?osmEoob wmm?mbomom$5mod?gm$5mean5$556%Qomwmbmnwmmmm..a:m:m&.mmN-5x5B?.m o6=m.m&oS:E52mmomobmmmia.om$5095. mocnmobHo.20Woao?umm.Zo58:55m6mE656mmwow35%m%n5D.nom$5 w?dodompom85555%,.05$5mesaowwow8%98.36.mw5m05$5moanowob$nm >m55Bo5.PmmmpdmnmS%?wwmobnow$0353HDOBUWHowommoww3,$5O$%Ooab?mmmwobow mB%H5505oxmocmbm$5moan. mmonmouHm.>:5=n=.5=nw.2.25%25H?onwmom?obm.€65>m5om5D.n3m% 658:3536%$1255WWHOGHEGHRom$506%Ea$565599.. manna:HN.wwzmumM28».ac$5ONHOHZH@3558$553.$nm>WH.Q®H5OD.n mwmb656wU&SmEuo?$503%mbm$558535$5:555.8$565553om$5 03%85$5$3285$56.5mm5o?<5wsoommmowmmbmwmmwmdm. maonmo:5.ma<5uw6?mn%.H5$55<5b.mm5%Uwo?mwosom$mm>m55n5S.nmrmb 65$556p<m6mow§5Smouomm656%mb%noes.»omooBm5.5D.m_.:3m&oEobv$56ror?sm mrwbDo»5<mEm.m.5on333S555mo5om65mb%o$5H?wo?mwo?$553. 0Eouomo-H Agenda Item #9.A.26 Apr 2021Page 68 of 71 mmonmosT...Mxmos?oumaOos?nmuwmunm.?dm>muoo3w3.B3.vo mwgs?w?mosmgwxoocnom5mw<Q,mLoosw?a?wmanm.own?omSE05?aw:domboimwdmm mbmmbomEgo?£5:ooDwE.8..8Ur?obmmbm$5mmuda5m.:.:Ba§w manna:Hm.>UuEomEwH98..25>maoa3mD.mm?mbUwmo<oH,BomA3»mbm oodm??mm5mooowmmbom<39$5Viewom$5mama3.Eolmm. oI389.Agenda Item #9.A.26 Apr 2021Page 69 of 71 H2gaazmmmAEMHWNOM.:5QQW5935E38Wm<o$805.8935%=<28 Simbomb>WH.®®HD®5.nwmom.88. C540...,>.HH>2.—AOEgan. —.;hOWHU> Awm>smu: E35@539, Hsmwoa >.3mm.? mv: Uobbwwmamo 03%AHGHW FMZUME wux Sm” OEmuomo;Agenda Item #9.A.26 Apr 2021Page 70 of 71 OE.<on>.E..>2.:OE50: O54no_<:§mm_o2H<=w_wH_2® mH>E.4WHHVOWH >002?»5,53"025835Em: mcwzidwcW5>303»>mw0€.U¢00.8~omEmbismmamOoBB:::%U0<0_ouB0§gx eou><.mU>1Em">3:E:wo? ZmmdznU>HH">3:mm.88 w>O~A?WOd2U"00550033?3geqsamm.30800050803omm$?0Bom3008“ 0502026“EW05:00“3:5.man#3202::B:EEOSE0085oo:s0o¢o:mm0H.<§m90$3030:;man m0mm:m:o:m.>5E.a0Too::0o.m0m522%cm:moooB§.omm.8B30:m<0_@0335$5:0000023:02<o:n 2::55:00oons0om<3>12:03:0080:050900&0?om000003030“33.03038:53E00. 0oo:oBw0m,509$;0:<WosB0s.a.25E090$:09:?ow.90ooBB::3> ‘E00wmawmgmm?oaEm:E0::m0mo§moH.E:E0mmow5308305;3,$330@030253000$5000 035003050.8@0188050809A50005500.33?Em:Smma0<0_o_u0m89:02505:?Bwmmwsm ooss0omo:m.8H0018.sowmrwoawoommumoroowvooBB08§_ooummomm.mum2:3mmomm.€320509Q:00 B000BBQE\E3.o<0B05.Hm333-500@090.03530320320:?mioamoonosmBw3<0B0:.a»0.8.?90 Oo=:0om<:<Em:SEw8<E0m:0.“om3.80.0WBw3<0B0:.a83R3830ooma. #150QQgmEgowa90Oo:s0o:<:<Emsism38.03mammozowom98:0Suchmammam§0m0B0m 903mmOo:b0o:<5\E0:3000880005:20528onamass?:0N05.>0080::a.Q? Oo?sdmmwosB08005.Everm?mwmwmm§.o<E0mmm0moE0mo:owroé5%:560335030mSE00mama aomorE03500o%o§a§503390§o_020mwcmm?mo1Bw0H.So:mmamwowiosm053000m»000: 503300ouwoncswaaWQQOQE0mmaOomm»QH003<mJ\BE08%><0sc0830Emma25%am&90 5080$03..Hd<0H032:.“80.B30m0:01oH035.SsonmSW000353003030.8E030Ems.>5O00: $250$50r05on5.25N.No?5E0OoBBwmmwo50550008a0o0w<0E2359:.>30.m?mma 3000339000383330:E0H025Em:580:0on>9:582.N:90Q0:0%;00355:»? 00:80.. .25Em:25com<mEmE0m?mo2:0:950250003522338.00.50mam<3:3:.m:E0aoowmwosmwon om6:m_:E08<0BOBE8.008. wcunm?ao00m0.?0_xB50aonmamacaw;.0003 Wm..0O?=<_H2U>,_AO2“W0S0€man@3390Ew?on30E05 HEAR"D.e::m0:.§Es: Ew<E§wu393§>2>oE~”n%m\§..%\;O\Mr-“W..20.,\Agenda Item #10.A.26 Apr 2021Page 71 of 71