Resolution No. 21-30RESOLUTION NO. 21-30
RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA, APPROVING
THE ACQUISITION OF 2.1 ACRES OF PROPERTY LOCATED AT 0 LILY
STREET ADJACENT TO THE RIVER BRANCH PRESERVE (THE
"PROPERTY"); AUTHORIZING THE MAYOR TO EXECUTE THE PURCHASE
AND SALE AGREEMENT IN THE AMOUNT OF $290,000 FOR 0 LILY STREET
ATTACHED HERETO AS EXHIBIT "A" AND FURTHER AUTHORIZING THE
MAYOR TO EXECUTE ALL OTHER DOCUMENTS AS NECESSARY TO
EFFECTUATE THE PURCHASE OF THE PROPERTY; AUTHORIZING THE
UTILIZATION OF HALF -CENT DISCRETIONARY (BETTER JAX) SALES TAX
PROCEEDS FOR THIS PURPOSE; PROVIDING FOR CERTAIN PUBLIC
MEETINGS AND NOTICE PRIOR TO ANY USE OF THE PROPERTY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Atlantic Beach recognizes the vital importance of acquiring lands
for environmental and conservation purposes; and
WHEREAS, the City of Atlantic Beach has demonstrated a commitment to preserving
and, in certain cases, making improvements to the land areas along the Intracoastal Waterway by
acquiring Dutton Island Preserve, River Branch Preserve and Tide Views Preserve; and
WHEREAS, the property, located at 0 Lily Street is adjacent to River Branch Preserve,
and consists of approximately 2.1 acres (the "Property"); and
WHEREAS, this Property's location on the marsh in Atlantic Beach would protect nearby
properties from flood risks, and would prevent further private development on this Property; and
WHEREAS, funding for capital projects such as streets, public facilities, parks and land
acquisition is an appropriate use of Better Jax proceeds; and
WHEREAS, the City Commission desires to purchase the Property and to utilize the Half
Cent Discretionary (Better Jax) Sales Tax fund for this purpose; and
NOW THEREFORE, be it resolved by the City Commission of the City of Atlantic Beach
as follows:
Section 1. The City Commission hereby approves the acquisition of the Property, pursuant
to and in accordance with the provisions of the Purchase and Sale Agreement attached hereto as
Exhibit "A".
Section 2. The City Commission authorizes the Mayor to execute the Purchase and Sale
Agreement for 0 Lily Street in the amount of $290,000, attached hereto as Exhibit "A", and the
Mayor is further authorized to execute all other documents as necessary to effectuate the purchase
of the Property.
Section 3. The City Commission authorizes the utilization of the Half Cent Discretionary
(Better Jax) Sales Tax fund for the purchase of the Property and all related costs thereto.
Section 4. Neither the City Commission nor the City Manager shall authorize or permit
any use of the Property prior to the City Commission holding at least two public meetings for the
purpose of obtaining the public's input and comments regarding any proposed use of the Property.
Written notice of the public meetings, dates, time and location to all owners as shown on the
Property Appraiser's website at the relevant time within one thousand (1,000) feet from the
Property shall be provided by the City no later than fifteen (15) days prior to the initial public
meeting. In addition, signage describing the meeting times and places shall be posted on the
Property. The City Commission shall approve all use of the Property.
Section 5. This Resolution shall take effect immediately upon its final passage and
adoption.
PASSED AND ADOPTED by the City Commission of the City of Atlantic Beach, this
10th day of May, 2021.
en Glasser, Mayor
Attest:
40111 t V/ &a*,
Donna L. Bartle, City Clerk
Approved as to form and correctness:
—4�w, A� - J6 a
Brenna . D , City Attorney
Resolution No. 21-30 Page 2 of 2
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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, as Trustee 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
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(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
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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 farther 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
to the existence of any hazardous materials or substances which is discovered during Purchaser's
inspection, except to the extent exacerbated by Purchaser.
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(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.
4.3 Termination Duringthe he 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,
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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
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.
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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.
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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 is the sole remaining trustee 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
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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.
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
Property and not on any information provided or to be provided by Seller. Except for the
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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.
(b) not alienate, lien, encumber, assign, pledge or otherwise transfer any part of the
Property, or any interest in the Property.
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(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.
Notwithstanding the above, any failure of conditions (a), (b) or (c) above shall also constitute a
Seller default.
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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;
(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;
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(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)
;
(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 Closina 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, 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
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
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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
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.
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ARTICLE 13
DEFAULT
13.1 Default b Sy eller.
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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
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.
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ARTICLE 14
MISCELLANEOUS
14.1 Notices.
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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
428 North 17`h 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
scorbinncoab.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
bdurdenkllw-law.com
(904) 353-6410
With a copy to Brenna M. Durden, Esq.
Escrow Agent: Lewis, Longman & Walker, P.A.
245 Riverside Avenue, Suite 510
Jacksonville, FL 32202
bdurdenkllw-law.com
(904) 353-6410
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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
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
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3/26/2021
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.
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
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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
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
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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.
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
ILI
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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).]
20
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IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement as of the
Effective Date.
SELLER:
THE ABDULLAH TRUST
By: _
Name
Title:
Richard Abdullah
Trustee
PURCHASER:
CITY OF ATLANTIC BEACH
Bv:
Name: Ellen Glasser
Title: Mayor
ESCROW AGENT:
Name: Brenna M. Durden
Title:
21
EXHIBIT A
LAND
Legal Description
RE No. 170977-0000
DRAFT 3/26/2021
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.
A-1
1'm a is I:TzjIM
EXHIBIT B
All furniture fixtures, equipment, appliances, machinery located at the Property as of the Closing
Date.
I
EXHIBIT C
Prepared by and Return to:
111 ail ' OF&JITZ11a
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").
WITNESSETH:
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]
C-1
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:
GRANTOR:
[print or type name]
By:
Name:
Its:
[print or type name]
STATE OF
COUNTY OF
a
The foregoing instrument was acknowledged before me this day of ,
2021 by means of 0 by p , as h
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):
C-2
EXHIBIT A TO WARRANTY DEED
Property
C-3
h "1 1:TAj1M
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
hereby acknowledged, has
sell, assign, transfer and c
personal property:
(the "Purchaser"), the receipt and sufficiency of which are
bargained and sold and by these presents does hereby grant, bargain,
eliver unto the Purchaser, its successors and assigns, the following
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. ]
D-1
IN WITNESS WHEREOF, the Seller has executed this Bill of Sale, effective as
of the day of , 2021.
[print or type name]
[print or type name]
Exhibits:
Exhibit "A": Land
Exhibit `B": Items of Personal Property
Seller:
By: _
Name:
Its:
D-2
DRAFT 3/26/2021
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. PropertX. 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
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DRAFT 3/26/2021
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]
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IN WITNESS WHEREOF, Assignor has executed and delivered this
Assignment as of the day and year first above written.
Witness:
Witness:
ASSIGNOR:
By:
Name:
Title:
ASSIGNEE:
Name:
Title:
Exhibits
Exhibit A: Legal Description of the Property
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