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Item 3A - Fleet Landing RequestMarch 25,201 6 C ity Commi ssion City of Atlantic Beach 800 Seminole Road Atlan t ic Beach, FL 32233 D ear Commissione rs: fL~~T li\NDINO ~:Cotnm!Wcil, IB'ti ~Y i\.Wtaae-1 0 City Attorney 0 Pross 0 File o ___ .....,=- ontc: ____ ,. AGENDA JTEM #3A MAY9,2016 Received MAR 2 5 2016 65(flce o! City Clerk Via Hand Delive1y Fl eet Land ing, in conjunction with a gro up of Ocean Walk property own ers, has agreed in- principal to purch ase the Estates of Atlantic Beac h property tota ling 3 2 .1 acres of land located in the City of Jacksonville immediately adjacent to the Fleet Landing cam pu s (exhibit 1). As a condition to closing, the Ocean Walk litigants currently contesting owners hip of th e ShetTy Drive ri ght-of-way will dismiss the ir lawsuit with prejudice and a lon g with their n e ig hbors purchase h a lf of the right-of-way immediately adj acent to t heir properties. This effect ively w ill end the dispute concerning ownership of the Sherry Drive r ight-of-way and will prevent development of the eastern p orti on of th e Estates prope rty. Fleet Landing has agreed to purchase the remaining 30 acres of land, of w hich app rox imately 4.5 acres referred to as the "Island Area", immedi ate ly adj acent to F leet Landin g is suitable for development. T he r emainde r of the property is wetlands a nd will remain undis turbed . In 2009, the Es ta tes of Atlantic Beach executed a Declaration of R estri ctive Covenants as part of an agreement with the Cit y of Atlantic Beach (exhib it 2). These r estrictive covenants im pa ir our ability to develop the p roperty to a d en sity s ufficient enou gh to justify purchasing the entire property. For this reason, we respectfully request that the Ci t y of Atlantic Beach amend th ese restrictive covenants to a ll ow us to develop the 4 .5 acres of land imme diately a dj acent to Fleet La ndin g unde r t he existing zoning of Residenti a l Medium D ens ity. A sampl e Amendment to the Declaration of Restrictive Covenant s is included fo r your con s ideration (ex hibit 3). Fleet Landing intends to deve lop mult i-family hou sing fo r seni ors cons is tent with the s ize and s tyl e of existing s tructures found on our campus today. It is imp01iant to note that F leet Landing's proposed development would limit veh icu lar traffi c to one of th e three established means of access ing the F l eet Landing ca mpu s. No new access or th oroughfa re is being sought. One Fleet Lancling Bou Levard I Atlantic B each, FL 32233 I 1.800.872.8761 to ll free I www . .flcctlanding.com AGENDA ITEM #3A MAY9,2016 The Estates of Atlantic Beach parcel has a complicated history and we have worked for almost four years to develop a plan amenable to all parties. I genuinely believe we have created a solution that is in the best interest of the City, our neighbors, and Fleet Landing. I look forward to discussing this request with the Commission on Aprilll, 2016. Warm regards, /.::~ ChiefExecutive Officer Exhibit 1 AGENDA ITEM #3A MAY 9,2016 Exhibit 2 AGENDA ITEM #3A MAY9,2016 Doc# 2009252012, OR BK 15040 P!Qe1819, Numbar Pages: 6 Recorded 10/1912009at 02:10 PM, JIM FULLER CLERK CIRCUrr COURT DUVAL COUNTY STATE-OF FLORIDA RECORDING$52.50 COUNTY OF DUVAL lteor..J. (. ~'"" ...,. .. ?~\A.\ ~ H.wa:r'•b<~~ oro\ DECLARATION OF RESTRICTIVE.COVENANTS 501 l(.,vet.5id.e "M,S""''l,c · ~d:.~·\'e Pl.. ,-z.z.o.Th~. D I . fR . . Co . d thi z d f '~~'....:n!i:5", 2009, 1 1s ec aratlon o estrictive venants IS rna e s ay o rzv'ViQDL- by The Estates of Atlantic Beach, LLC ("Declarants"). WHEREAS, Declarants are the fee simple owners of the property situated and being in the City of Atlantic Beach, Duval County, Florida, being described in Exhibit "A" attached hereto and by reference incorporated herein. WHEREAS, the undersigned owner of the aforementioned property do hereby declare and agree as follows: 1. The property shall be developed into no more than thirty~eight (3 8) single family residential units, 2. The height of any structure or building shall not exceed to 35 feet in accotdance with all Atlantic Beach regulations in connection therewith, 3. All structures built on the property shall have minimum set backs of front 20 feet, rear 20 feet, and sides 7.5 feet, consistent with current RS-1 zoning, 4. The development plan for the property shall prohibit any connections leading north or west from The Estates property that could ultimately connect to Mayport Road, so that there would be absolutely no vehicular ingress to The Estates property from Mayport Road and no vehicular egress from The Estates property to Mayport Road. The sole access to The Estates . shall be from Selva Marina Drive, 5. Prior to any residence being completed on the property the developer shall construct a solid wall or fence along the entire eastern boundary of The Estates property, which is at a minimum eight (8) feet in height as long as said walt can be legally permitted, 6. The development plan for the property shall provide a minimum of one (1) foot wide reserve strip along the north and west sides of the property to be recorded in the plat with the express written purpose of prohibiting any future vehicular access at any location along said north and west sides of the property, provided however, the City of Atlantic Beach shall provide all easements across the strip as requested by The Estates for development and utility purposes. NOW, THEREFORE, for good and valuable consideration, the undersigned does hereby declare that it will not convey or cause to be conveyed the title to the above property without requiring the successor in title to abide by all terms and conditions set forth herein. AGENDA ITEM# 3A MAY9,2016 FURTHER, the undersigned declares that this covenant is intended and sha}l constitute .a· restrictive covenant concerning the use, eqjoyment and title to the abl)ve:.property-and shall constitute a covenant running with the land and shall be binding uppn , :t4e undersigned, its . successors and assigns and may only be released by the City of Atlanti.~ Beach,, .()r its successor in interest. IN WITNESS WHEREOF, the undersigned has caused this Declaration to be signed by its duly authorized representative, as of the day and year frrst above wti1;ten .. STATE OF FLORIDA COUNTY OF DUVAL EESTATESOF A a orida limited liabili The foregoing instrument was acknowledged before me this 2PJ day of OCfo/:Jt-4-, 2009, by Michael A. Sones, as the Managing Member of The Estates of Atlantic Beach, LLC, a Florida limited liability company, for and on behalf of the limited iiability company. He is personally known to me . . -~- NOTARY PUBLIC Print Name My Commission Expires: ;(44y :?.. ,Ro/ 0 2 :.-- .. · ·'·.· .· ~ r • ; • EXHIBIT "A" . · .. · ...... AGENDA ITEM #3A MAY9,2016 A part o:fFraotiorud Sections. togethor 'With a part of GoVer.nmrmt Lot 1 Frlu-Ait>.n.ut: ,.., : · ,<:::·. ''''': '·.· · Section 8, and also io~or with R. part of!.()t2, Division~, oftb.o .An&ew:beiirees· ' '.: ·. ::.: '.: .. c i· .. O!.'autj Section 31~ lll1 iu T~p 2 Son~ Range 29 Enst, Duval County, ltlorl~ ·· · , · ·. ·· · · · · ... · more pa.rti.cnlarly deseri.bed as fOllows~ For a. Point ()f.Relcmiee oommence at the.':,::>::: i: , .. , '. Northwest eviller of Lot 18, Oceanwalk Unit Fonr~ as :recorded in Plat J3ook42;, pagetr·· :· ·· : :': 18, lBA. 1813 2.t1d 18C. of the ou.trent pllblic rooord! of said Co'tl.n'ty; tlwneeSo\rth ·. :.< ..... ·.·.· 89C>09•S2H West, nlong "the South line ofthosa ll'lttds to ths City o£ JaclcsmlYiltitiy "''· · Condenmation Resolntion Numb~ 70-801 .. 236, as r0¢ort'led in OffioiPl ltec:ordS. ·' ·. · Volume 3202, page> 481, of .said publio records, a distance of 100..46 feet .fA:f. the •· · ·· , :·:· Westerly right o.f~y.lfnO of Old Shctt)' Drive, COlmty Rond 551 (a. 100 foot right of · way as now established, !lot currently open) and the Point o!Beginnfng for the lands . herein describe<!; thance Southerly,. along ssld Westerly .rlght of way lfu.c (es satnB is · shown on the afilrementioned plat of Ooeanwlllk Unit Four and also on the· plats of Ooeanwalk: Unit Tbree, as t¢oorded in :Plat Book 42, pages 74. 7~ 14B and 74C, · ~d Oceauwalk Unit Two, PS reco;rdcd in Plat :£1ook 42. pages 13, 13A, l3B and l3C,. · nll ofsnid public record$) the fOTiowings cburses: l)'SotU;h Ofi017'.36" Et!$~ a distimce of 39.,01 feet to the point of CllrYAtu:re of a curve C(lncava to the Northeast and ha-ving · a radius of2914.78 feet; 2} Southoastmy, aidn,g tb aro of said ourqe, a distabo~ of ·• 398.19 feet.ril~ a<:entral ang:le ofO'r'49'38 .. andh&ving a cbord bellling ofScru'th 1 1)612'25,. East Wid a chord distaD.Co o.f3Sl7,88 feet to the point of twg611Cy of ~ald curve; 3) South 14<>07• 14'•East, a.distance.of741.3S feotto the point ofcurvaruro. of.· r. cutv~;~-con.cave to the Southwest end· having a tadiru of 2814.70 • feet; 4) Southl.;ustetly, along tho ar6 of said curve, a distance of 524.47 foet, r,naldng a. ~-· .. SlJ.gle of 10" 40' 34'' and ba'ViDg a chord bearing of South 08.,.46•ss~ Ea~ and n'chord . distnnoe of 5~.72 feet to the point of tangcnoy of said ourvo; 5) South 03~6~40" · East~ a distance o£'255.~7 fbet to thc.Northline of1ho5e lands as desorlbed. in Ofiiolal R~orda Vo1um.c 5463. pa~ec29, ofsaidpubli~ records; thcnoe ~outh 8()0{)7~so·.~ West. · wong $aid North. .1b3o, a. distance of ?57 .21 :5m 'lo fb West line of said Govemment LOt 1. Sectio11 a; thence Nonh 00°54• 13•• West, along mtid West line. a distanco of 114.33 feet to the Soufu line of said sections; thence South 890S1•24., W~. along .o~aid South line o£ Scretion S, a distance of182.0& feet to the Bast line of those lands. as.· described in Official Records Volmn~ 6032, page 199. of said pnblie records; 1hentiet . North 10° 07'22''Bast, along said Bast line Bnd al.so along the Bast line of those bmds · . liS described u Officil'll Records Volume 5733, pag& l291~ a ~tanco of 1845.44 feet to the Southwest comer of those land$ described in Official .R.etords Volume 5842 . . .: .. : page 1513, of said :public records; fh=oc~ North 89°09'52" ~~ along the Souih line • · · ... of said llm~ 11. distance of 40.00 fwt; thtlt!CC! North 10007'22'' East. alongtb.e,:Bn$· .: : .' · · •.· .. '· ·· line oi said lands, n. distance of 40,00 feet to the aforcmenii.oncd Soufh lin.e ~f t):li'Jse ·. · .. , ·l'llll.ds to the City of Jaciksonviile by Condemnation; the.nce North 89°09'52,, Bast, · . . : .. : ~; ' . alo:ngsaldSouthlln.e. a.dlstau.ceof217.0S !eattothePointotBeginning: · ' · ,·. "•" ·-... : . "·; '··;_·l·:;~ . ··. :·.· . ::· ..... .:-·. -. r;. •' . . . Togother -with; AGENDA ITEM# 3A MAY9,2016 .... ~.-... T.fiE. NOR'l"HB:RLY 6(} FlmT OF SELVA 'M'AlUNA DRIVE (A 100 -::. FOOT lUG!lT OF W.AY) AS CLOSED BY T.f.IE CITY OF AT.t.ANI'.IC . · .·. · :. :~. > : .. BEACH JN ORDINANCE NUMBBR 6.So88D18, SAlD LANDS .ALSO . .. . .. , .:,_.~ c: · BmNG A PORTION OF SECTION 8, 1'0WNSE:IP 2 SOUT.Ht RANGE 29 BAST, ATLANTIC BBACE"t DUV .AL COUNTY~ FLORIDA AND BBlNG MORE P AR'I1CULAJU;YDESCR!J3W AB FOlLOWS: FOR A POJNT OF RBFBRENCE,' CO~CB ).T THE MOST NORTHWBS!ERLY CORNl!R OF ®J...VA NORTE WIT ONE AS RBCOXIDED IN l?LAT SOOK-~9. PAGES 94, 94A AND 94B OF 'lEB cu'.RltBNT PtmLIC R:BCCXRDS (JE SAID DUVAL COUNTY • . }fLORID~ SAID POlNT "AlSO .BEING nm· MOST SOU~Y CORNER OP OCEANW.AJ...K. 'ONlT TWO AS :RECORDED IN FLAT :SOOit42,. :PAG:BS 13, 13A nrR.OUGH 13D, OF SAID C'Olm.'llN'r ."PUSUC . RBcoRUS ANt> LYiNG IN TE:E BAS'l'lmLY RIGHT-OF-WAY L1NB OF SAID SBLVA MAlUNA -DlUVB; 'nm.NCB NORTH 03"26'40'' WEST ALONG SAID EASTBRLYRIGHT-OF-WAYLlNB,AD1STAN'C!B0~49.17FBBTTO A ·POINT 1N 11-ln SOlJ'l'.aBlU.Y LlNE OF SAID O:R:O:iNAN'CE NUMBER 65..8&-!8 AND T1m POJNT OF :SEGlNNlNG; THENCE NORTH 85°09'23 11 WEST AI.ONG SAID SOtJTB:E:RL.Y LlNB, A D~STANCB OF lOl.M F.BET TO A POJNT IN THB WSST.BR.(.,Y RIGHT~o:F-WAY LINB OF .SBLVA MARINA DRIV.B; THENCE NORtH: 03°26'4011 WEST ALONG SAID WESTBRLY RIGHT-OF- WAY LlNB, A DISTANCE OF oo:63 FEET TO A POINT IN' THE NOR'l."HBRLYLINB OF SAID SECTION 8, THE CITY OF ATLANTIC :BEACH AND S.BLVA MAlUNA DlUVl3; 'I'B':BNCB SOUI"H 85°09'23° EAST. CONT!NUJNG ALONG SAID NOR'l'.ftBR.LY lJNB, A DISTANCE OF 101,06 FBBT· TO A POINT lN nD3 :sAST.BRLY :RlGI'IT-OF-WAY LINE OF S.AID SJ!LVA MARINA DBIVB; TB.BNCB SCUrR 03"'26'40"EAS't ALONGSAlD~YIUGET..OF-WAY llNE~ A DISTANCBO:F 60.63 FEBT<"£0 t:fmPOlNT'OF:SBGINNING., PA:R.CEL2 .. · .. A :PORTION O.F T.BB .ANDREW DBW.m!S C'.'iR.ANT, SECTION 37, CITY OF . · JACKSONVILLE. DUVAL COUNTY, FLORIDA AND BBING MORE· .· PARTICULARLY D:SSCRIBBD AS FOL..OOWS: :FOR A .:PO!Nr . OF l:UW.ER.ENC.B, COMMENCE AT THB MOST NORTHWBS'l'El'U;Y CO~ OF SELVA Nb:RTB ONJ.T ONB AS R.BCO:RDBD lN PLAT BOOK 39, P.A.G:SS~ .. . ·. :,,, 94, 94A AND 94B, SAID POlNT Al.SO BBING THE ¥0ST · ·. : · · · SbUT.BWBS'l.'.BRLY CORNBR OF OCEANWALK UNlT TWO M RECOEDED .. := · · · ··· . · lN' PLAT BOOK 42, PAGES 13, 13A 'IXROUGE: 13.0~ BOn! OF ·TE:B .. ·. CURtU3m PUBLIC RECOlUlS OF DUVAL COUNTY, FLORIDA ·AN.P ·' LYlNG lN THE BAS'.tBRLY RIGHT-OF·WAY :I.JNE OF SAID SJ;:LVA,; MARIN'A DlUVB; T.EBNCE NORTH 03~6'40" 'WEST ALONG ~..M;I>·., ·:-..- ;·' AGENDA ITEM #3A MAY9,2016 . . . liASTBRLY lUGHI'·OF~WAY I..lNB1 A DISTANCE OF 110.40 F.Bm"l'OTHR·: ··. , 1 · NORT.EJ!RLY UNa OF 8Al0 SECTION S, .AUJO ImiNO T.HB NOR.TB:.:CITY · . . . . ' · · · · ·: .· ·. · .. . LIMITS LINB OF .An.ANTIC BEACf! .ANIYTI:lE ~ ~ ·: • ~ : . ' . . 'liiBN'CS NOliTH 85"0923"' WBSTI A DlS'l'ANCB OF 101.06 .F.E.BT TO TBE .. · .... ·.·. ' ·. • WBSI'.BRLY RIGHT·OF·WAY LlNB OF SAID SBLVAMAIUNA D~· SAllS~. • · · ··· ·. ~ . . . : ... ·, .. :: ro1NT ALSO BRING T.EfB WESTERLY lUGB.To.Ol?-WAY LlNB OF OLD SfiBl.m.YDIUVE (A 100 FOOT R!GET-OF-WAY M NOW ESTAB:rJSHm>); · . · TEBNCE ALONG SAID WEST.BRLY RIGHT-OF-WAY LlNE ·.:THE• FOLLOWlNG FrVB (S) COURSES AND 'DISTANCES~ COURSE NO. lf NORTII 03'"26'40" 'WE~ A DISTANCB OF 190~73 FBBTTO 'IBE:POlN'r OF CURVATURE OF A CURVE CONCA VB WES'tBRLY AND HAVING A RADIOS OF 2814.10 FEET~ COURSE NO. 2i T.HBNcB NOR'I'BBRLY .ALONG · · · · · · · THE AJJ..C OF SAID CURVE. AN ARC DlSTANCE OF 524.43 FimT TO ;rUE POJNT OF l'ANGBNCY OF SAID COR. \IE, SAID .ARC BEING SUB'l".BNDED. llY A CHORD BEARING AND DrsTANCl3 OF NORTEt 08°46'58,. 'WEsT, 523.72 FEET. COl.JRSB" NO. 3; THENCE NORTH 14°07'14'" WBST. A DISTANCE OF 141.36 FBBTTO THE POINT OF CURVATORB OF A COllV.S CONCAVE EASTERLY AND HAVING A RADIUS OF 2914.78 FEET. COURSE NO. 4; 'l."H:SNCB N'ORl'HEiU.Y ALONG 'I'1lB ARC OF SAID COR"V.a AN ·AAC D!STANCE OP 398.19 FEET 1'0 '!1'f.E POINT OF . TANGENCY OF SAID cr.T.R.Vl3. SAID AR.C BBlNG SUBT.BNDBD BY A CHORD l3:BARING AND DISTANCE OF NO.Rtr:i 100'12-'25" .WBST~ g97.88 F'.B:BT~ COURSE NO.5; '.I'.HBNCE ~ORTH 06°17~fii' WEST, A DISTANCB OF 39.07 FBET TO THB SOUT.B:BRLY LlNl! OF KAT.BRYN ABBY HANNA· P.Att AS DEsCR!Blm AND RECORDED lN OFFICIAL RECORDS VOLUM:B 3202. P~<\.GE 481 OF SAID CUKRBNl' PUBLIC RECORDS; tl!BNCE NORTH 89"09'52 .. EAST .ALONG SAID SOUTHERLY LINE.. A DISTANCE OF 100;·46 · FEET TO A POiNT SITUATE IN TilB BASTBRLY RIGHT-OF-WAY LlNl3 OF SAID OLD S:aE!m.Y D~ SAID POINT AI.SO B'ElNG THE NORTltWES't.EiU.Y CORNER OF OCB.AN\VA!l( iJNlT FOUR, .AS DESCRJBEP AND RECORDED lN PLA.T BOOK 42, PAG.'BS 18~ 18A T.B:ROUGH 18C OF SAID CtJRR.'BNr Fu.BLtC RBCOlU>S; '.I'.fl:m'ICB. DEPARTlNG SAID SOUTHERLY I,JNB .AND ALONG SAID BAS'I';BRLY lUGHT..OF WAY LINE OF OLD SRE:R:R.Y Dl.UVB. T.8:B FOLLOW:fi'.I(~FIVB (5) CO'UR.S.BS AND DISTANCES: COURS.E J'[O. 1; SOUTH 06°17'36" EAST1 A DlSTANCB OF 29.52 F1!F:£ TO Tim roJNr OP CUR.VAi'U.RB OF A CUlt VB -· CONCA VB EAS'l'l3.RLY AND liA. VlNG A RADIOS OF 2814.78 FEET, COURSE NO.2;-nmNCB SOurimRLY ALONG Tim ARC OF SAID CURVE, AN ARC DISTANCE OF 384.53 F'EliT TO THB POINT OF TANGENcY OF·· · · ·. · ., " SAID cURVE. SAlD ARC BEING SU'BTENDED BY A CHORD BEARING -· ·' · · · .. ·. ••· .. ·• . AliD DISTANCE OF SOUTH 10012'25" BAST, 384.23 FEET, co'tJRSE "N0~-3j. ·. '''' ·.: ·." ·. ·.· · ·· ' ·. -., ·· '·: ·. · .. .. . . THENCE SOU'IH 14~>07'14" BAST, A DIST'.ANCB 01! 741.36 FEET To·:nm ' :· · : . ·:. ··:··· POlNT OF CURVATURE OF A CUR.VB CONCAVE WE8TBRl.Y AND .· ... .. RAVING A RADWS OP 2914.70 F.BB'r, COWSB ~0. 4; THENCE ··: ·.· · SOUI'HERLY ALONG THB AAC OF SAID CURVS,·AN IJ!...C DJSTANCB'OP ·, :·:•: ... . ·.· · · . 543.11 FEBT TO THB llOlNT OF TANGENcY O'F SAID CURVB~ SAID ARC .. .. · _:'·.· . :'·:; .. •,>· ·'·. . ... .. ·. · .. · .. . · ....... _. .. . ·.'. :•·, :·::-··.· ... .. ... •• 0 ...... " . ·'·.· ··.··. ·. ·: . .. ··-.. -.. - AGENDA ITEM #3A MAY9,2016 :BEJN'G ST.:!BT.END:SD BY A CB:ORD BEARING ..AND DISTANCE OF SQ'f):',('l-J::"', _.: .• ,: .. ~ ·· ,-· . 0& ... 46'58'1 EAS'l'* 542.32 FEET. CO"(JRSB NO. S; TB:ENCS SOUTH 03°-U'M),''.: .. : : .. , . · .·: BAST.ADISTANCEOF205.30FEBTTOTHEFO@'Ql!B)lGJNNI]{Q. :::'-.: · ~: .•. ; .··. ,. . . .·._; Exhibit 3 Prepared by and Return to: AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS AGENDA ITEM #3A MAY9,2016 This Amendment to Declaration of Restrictive Covenants (this "Amendment') is made this __ day of , 2016, by The Estates of Atlantic Beach, LLC, a Florida limited liability company ("Estates") and the City of Atlantic Beach, Florida ("City"). BACKGROUND FACTS Estates executed that certain Declaration of Restrictive Covenants on October 2, 2009 and recorded the same on October 19, 2009 in Official Records Book 15040, page 1819 of the public records of Duval County, Florida (the "Declaration") to provide for certain restrictions on the development of the real property described in the Declaration. A. Estates and City now desire to amend the Declaration to release and delete most of the restrictions set forth in the Declaration and to modify the provisions of the Declaration relating to access to Mayport Road on the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Background Facts. The Background Facts as set forth above are agreed to be true and correct and are incorporated herein by this reference. 2. Capitalized Terms. Capitalized terms not defined herein shall have the meanings assigned to them in the Declaration. 3. Removal of Restrictions. Sections 1, 2, 3, 5 and 6 of the Declaration are each hereby deleted in their entireties and shall be of no further force or effect. 4. No Direct Access to Mayport Road. Section 4 of the Declaration is hereby deleted and replaced with the following: "4. The development plan for the property shall prohibit any direct connections leading north or west from The Estates property that could directly connect to Mayport Road, so that there would be absolutely no direct vehicular ingress to The Estates property from Mayport Road and no direct vehicular egress from The Estates property to Mayport Road. AGENDA ITEM #3A MAY9,2016 The sole direct access to The Estates property shall be from Fleet Landing Boulevard." Also, there will be no additional vehicular ingress or egress built at Selva Marina Drive. 5. Effect. Except as specifically amended herein, the Declaration shall remain in full force and effect. [Signature Pages Follow] AGENDA ITEM # 3A MAY9,2016 IN WITNESS WHEREOF, the undersigned has caused this Amendment to be signed by its duly authorized representative, as of the day and year first above written. Signed, sealed and delivered in the presence of: Print Name _________ _ Print Name _________ _ STATE OF FLORIDA COUNTY OF DUVAL THE ESTATES OF ATLANTIC BEACH, LLC, a Florida limited liability company By: ----------------------------- Greg Forbes Its Managing Member The foregoing instrument was acknowledged before me this __ day of _____ , 2016, by Michael A. Sones, as the Managing Member of The Estates of Atlantic Beach, LLC, a Florida limited liability company, for and on behalf of the limited liability company. He is personally known to me. NOTARY PUBLIC Print Name My Commission Expires: ________ _ [Signatures Continue on Following Page] AGENDA ITEM # 3A MAY9,2016 IN WITNESS WHEREOF, the undersigned has caused this Amendment to be signed by its duly authorized representative, as of the day and year first above written. Signed, sealed and delivered in the presence of: Print Name ------------------- Print Name __________________ _ STATE OF FLORIDA COUNTY OF DUVAL CITY OF ATLANTIC BEACH, FLORIDA By: ------------------------------ Name: ----------------------------- Its: The foregoing instrument was acknowledged before me this __ day of ____ , 2016, by , as the of the City of Atlantic Beach, Florida, for and on behalf of the city. He is personally known to me. NOTARY PUBLIC Print Name My Commission Expires: ______________ _ ~ I g Q ~ "' ! Cl i ~ ~ ~! u 5l !;;:, "' " V~·~ ~~~ ~ag ;;;; ••• g~g ~~~ l's~.._ ~m z~~ .. ~-j ~~ ~ ;H i!~l ~ ~~h ~ ·~·· ~ !:l~tl~ "' ~3i; i ~-@~ 3 ~j;!~~ ~ ~~~· ~ .~.~ ~ ~~G~ ~ ~~~~ ~ e!5~!l ~ ~~~; ~ ~~~'z! ~ ~~~~ ~ ~i~~ ; 3~~~ a ~g~~ ~ ~~d~ ~ ~5~~== ; ;11~1~ ; ~. ~~ ~~ g! ~.~;~ ~ i I II " ~ ! I --ll • I I l : '-' !--1 ; ~\ 1;, ~tl \·~ • "< ll "~ m~i~ ~~~; .. ~,, s~~t~ ""ori. ~~'i::~ ~n=~ 5~~t ""~]'!~ ~~~~8 ~·~·~ ;i~~~ ~~~i~ 5 ~!~~; ~ ~;~~b ~ ~dd I " . 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S...~UC."-IiiiCCet,.ftlT,IIICI"'C.-~)ttc~.,r~-lr!IOM~ .. ...,..,UIIIOIDt*,th-..ci"'ZQ, IIOIICtJII.m %CH*l ~ ~~~~ D!'JCirt'r~~ =::::.-:s.~=-~--:.·::::--... ~·---.. --=..-:n.-.,...·----~ ~-=:.-... , m ~:;:+:?rs:;::=.:.~·,:=;:-~-- 111 =:-::-:=.-::..':.::::-·-,·--,-----~--• _.,.. __ f\11 ... _.,.,_, __ ...,_,.1, .. ~--. .... -.......... -::=. lGl COQ.<r,OC .,. ..u. wuoo<IIIO ~ ~=~::::..;::_::.~::=-.: .. -... ___ .. _._ ........ .,..~!$. 111 :=~:::::::o-~·-... --.--"" ... --..... _ a·----___ ,.., .• :-~-::1::-·"'---~---...... lit ...... . I.~-~:".:::....-.... --" _ ...... " :-.:.:~·.:::,~-:..-.... -::-~ =..~.:::=..:-.:= _, ... _ . "'., ..... ..., w .. ~~ • ~w---·-·· ... ~-· .. --~-·--··-··-·-~.. ----·· ~"'M1'0f~ l't --·-·~-_, _____ ... ___ _ ... _ ...... _ _.... _____ .. ________ _ -·-01-... --·-·--.. ---·-··fll;f i AGENDA ITEM# 3A MAY9,2016 AGENDA ITEM #3A MAY 9, 2016 Prepared by and Return to : AMENDMENT TO DECLARATION OF RESTRICTIVE COVENANTS This Amendment to Declaration of Restrictive Covenants (this "Amendment") is made this day of , 2016 (the "Effective Date") , by The Estates of Atlantic Beach, LLC, a Florida limited liability company ("Estates") and the City of Atlantic Beach, Florida ("City"), and joined in and consented to by Naval Continuing Care Retirement Foundation, Inc . , a Florida corporation ("Fleet"), and Friends of Old Sherry Wilderness Preserve, Inc . , a Florida corporation ("Friends") . BACKGROUND FACTS A. Fstates executed that certain Declaration of Restrictive Covenants on October 2, 2009 and recorded the same on October 19, 2009 in Official Records Book 15040, page 1819 of the public records of Duval County, Florida (the "Declaration ") to provide for certain restrictions on the development of the real property described in the Declaration. B . Estates and City now desire to amend the Declaration to release and delete most of the restrictions set forth in the Declaration and to modify the provisions of the Declaration relating to access to Mayport Road and development of the real property described in the Declaration on the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows : 1 . Background Facts . The Background Facts as set forth above are agreed to be true and correct and are incorporated herein by this reference . 2 . Capitalized Terms . Capitalized terms not defined herein shall have the meanings assigned to them in the Declaration. 3 . Removal of Restrictions . Notwithstanding anything in the Declaration to the contrary, that certain real property described on Exhibit A attached hereto (the "Property") is hereby released from all of the provisions of and restrictions set forth in Sections 1 , 2, 3 , 5 and 6 of the Declaration and such provisions and restrictions shall be of no further force or effect with respect to the Property. 00654193-1 4843-5130-8849.3 AGENDA ITEM #3A MAY 9, 2016 4 . Development of Development Parcel. Development on that certain real property described on Exhibit B attached hereto (the "Development Parcel') shall be consistent with the requirements of § 656 .403 of the City of Jacksonville Code of Ordinances for RMD-C properties as the same exist on the Effective Date, provided, however, no structure on the Development Parcel shall be more than sixty (60) feet in height. Further, the portions of the Development Parcel located within the city limits of Atlantic Beach, Florida, shall be developed in compliance with the applicable land use laws and regulations of the City. 5 . No Development of Nondevelopment Parcel. That certain real property described on Exhibit C attached hereto (the "Nondevelopment Parcel"), shall not be developed for any residential or commercial development whatsoever; provided, however, that nothing in this Section 5 shall prevent the construction of walking paths, boardwalks, bike paths, benches, and railings on the Nondevelopment Parcel which are intended for the use of residents, guests, employees and invitees of Fleet Landing. No lights or other luminary devices and speakers or other sound producing devices shall be installed on the Nondevelopment Parcel . For purposes of this Amendment, "Fleet Landing" shall mean that certain continuing care retirement community located at One Fleet Landing Boulevard, Atlantic Beach, Florida 32233 and shall include any development on the Development Parcel. 6 . Development of Parcel 1 . Any development of that certain real property described on Exhibit D attached hereto ("Parcel 1") shall be in compliance with the requirements of the City of Atlantic Beach' s RS - 1 zoning district provisions . 7 . No Direct Access to Mayport Road . Section 4 of the Declaration is hereby deleted in its entirety. Further, notwithstanding anything in the Declaration to the contrary : a. There shall not be any direct connections leading north or west from the Development Parcel or the Nondevelopment Parcel that could directly connect to Mayport Road nor will there be any direct vehicular access from the Development Parcel or the Nondevelopment Parcel to Mayport Road. The sole direct access to the Development Parcel and the Nondevelopment Parcel shall be from Fleet Landing Boulevard. b . The only access to Parcel 1 shall be through lots in the Oceanwalk subdivision which are adjacent to Parcel 1 . 8 . Access Though 20th Street Gate . Access to Fleet Landing through the security gate entrance located at 20th Street and Selva Marina Drive shall be limited to residents, guests, employees and invitees of Fleet Landing. 9 . The Estates warrants and represents that it is the fee simple owner of the Property, that there are no mortgage liens encumbering the Property and that the only easements affecting the Property are those reflected in the title commitments issued by Fidelity National Title Insurance Company, #5699353 and # 5769969, dated March 9 , 2016 and April 20 , 2016, respectively. 00654193-1 4843-5130-8849.3 AGENDA ITEM #3A MAY 9, 2016 10 . In any action brought to enforce the provisions of the Declaration, as amended herein, the prevailing party shall be entitled to recover, in addition to all costs allowed by law, such sums as the court may adjudge to be reasonable for its attorneys ' fees and costs, at trial and appellate levels . 11 . Effect. Except as specifically amended herein, the Declaration shall remain in full force and effect. [Signature Pages Follow] 00654193-1 4843-5130-8849.3 AGENDA ITEM #3A MAY 9, 2016 IN WITNESS WHEREOF, the undersigned has caused this Amendment to be signed by its duly authorized representative, as of the day and year first above written. THE ESTATES OF ATLANTIC BEACH, LLC, a Florida limited liability company By: Selva Estates, Inc. , its Managing Member By: Gregory H. Forbes, President Signed, sealed and delivered in the presence of: Print Name Print Name STATE OF FLORIDA COUNTY OF DUVAL The foregoing instrument was acknowledged before me this day of , 2016, by Gregory H. Forbes, as the President of Selva Estates , Inc . , the Managing Member of The Estates of Atlantic Beach, LLC, a Florida limited liability company, for and on behalf of the limited liability company . . He is (check one) LI is personally known to me or II has produced as identification. NOTARY PUBLIC Print Name My Commission Expires : [Signatures Continue on Following Page] 00654193-1 4843-5130-8849. 3 AGENDA ITEM #3A MAY 9, 2016 IN WITNESS WHEREOF, the undersigned has caused this Amendment to be signed by its duly authorized representative, as of the day and year first above written. CITY OF ATLANTIC BEACH, FLORIDA By: Name : Its : Signed, sealed and delivered in the presence of: Print Name Print Name STATE OF FLORIDA COUNTY OF DUVAL The foregoing instrument was acknowledged before me this day of 2016, by , as the of the City of Atlantic Beach, Florida, for and on behalf of the city. He is (check one) • is personally known to me or • has produced as identification. NOTARY PUBLIC Print Name My Commission Expires : [Signatures Continue on Following Page] 00654193-1 4843-5130-8849.3 AGENDA ITEM #3A MAY 9, 2016 JOINDER IN WITNESS WHEREOF, the undersigned hereby joins in this Amendment for the purposes of consenting to and acknowledging the amendments to the Declaration. NAVAL CONTINUING CARE RETIREMENT FOUNDATION, INC . , a Florida corporation By: Name : Its : Signed, sealed and delivered in the presence of: Print Name Print Name STATFi; OF FLORIDA COUNTY OF DUVAL The foregoing instrument was acknowledged before me this day of , 2016, by , as the of Naval Continuing Care Retirement Foundation, Inc . , a Florida corporation, for and on behalf of the corporation. He is (check one) • is personally known to me or • has produced as identification. NOTARY PUBLIC Print Name My Commission Expires : 00654193-1 4843-5130-8849.3 AGENDA ITEM #3A MAY 9, 2016 JOINDER IN WITNESS WHEREOF, the undersigned hereby joins in this Amendment for the purposes of consenting to and acknowledging the amendments to the Declaration. FRIENDS OF OLD SHERRY WILDERNESS PRESERVE, INC . , a Florida corporation By: Name : Its : Signed, sealed and delivered in the presence of: Print Name Print Name STATH OF FLORIDA COUNTY OF DUVAL The foregoing instrument was acknowledged before me this day of , 2016 , by , as the of Friends of Old Sherry Wilderness Preserve, Inc. , a Florida corporation, for and on behalf of the corporation. He is (check one) • is personally known to me or • has produced as identification. NOTARY PUBLIC Print Name My Commission Expires : 00654193-1 4843-5130-8849.3 AGENDA ITEM #3A MAY 9, 2016 EXHIBIT A Property PART OF GOVERNMENT LOT 1 , TOGETHER WITH A PART OF FRACTIONAL SECTION 8 , ALL IN TOWNSHIP 2 SOUTH , RANGE 29 EAST, DUVAL COUNTY, FLORIDA , MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF BEGINNING , COMMENCE AT THE NORTHWEST CORNER OF LOT 18 , OCEANWALK UNIT FOUR , AS RECORDED IN PLAT BOOK 42 , PAGES 18 , 18A, 18B AND 18C OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID POINT BEING SITUATED ON THE SOUTH LINE OF KATHRYN ABBY H ANNAH PARK AS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 06 ° 17 ' 36 " EAST, DEPARTING SAID SOUTH LINE, A DISTANCE OF 29 . 52 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 2 , 805 . 91 FEET; THENCE SOUTHERLY ALONG AND AROUND SAID CURVE AN ARC DISTANCE O F 384 . 53 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF SOUTH 10 ° 12' 25 " EAST, 384 . 23 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 14 ° 07' 14" EAST, A D ISTANCE OF 741 . 36 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST AND H AVING A RADIUS OF 2 , 914 . 70 FEET; THENCE SOUTHERLY ALONG AND AROUND SAID CURVE AN ARC D ISTANCE OF 543 . 11 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE O F SOUTH 08 ° 46' 57 " EAST, 542 . 32 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 03 ° 26' 40" EAST, A DISTANCE OF 254 . 63 FEET TO THE NORTH LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 5463 , PAGE 29 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 86 ° 07 ' 50 " WEST, ALONG LAST SAID LINE, A DISTANCE OF 50 . 00 FEET; THENCE NORTH 03 ° 26 ' 40 " WEST, DEPARTING SAID NORTH LINE , A DISTANCE OF 255 . 00 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 2 , 864 . 70 FEET; THENCE NORTHERLY ALONG AND AROUND SAID CURVE AN ARC DISTANCE OF 533 . 79 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 08 ° 46' 57" WEST, 533 . 02 FEET TO THE POINT OF TANGENCY; THENCE NORTH 14 ° 07 ' 14" WEST, A DISTANCE 741 . 36 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 2 , 864 . 78 FEET; THENCE NORTHERLY ALONG AND AROUND SAID CURVE AN ARC DISTANCE OF 391 . 36 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 10 ° 12 ' 25 " WEST, 391 . 05 FEET TO THE POINT OF TANGENCY; THENCE NORTH 06 ° 17' 36" WEST, A DISTANCE 34 . 29 FEET TO THE SOUTHERLY LINE OF SAID KATHRYN ABBY HANNA PARK ; THENCE NORTH 89 ° 09 ' 53" EAST, A DISTANCE OF 50 . 23 ' TO THE POINT OF BEGINNING . TOGETHER WITH : A PART OF GOVERNMENT LOT 1 AND A PART OF DIVISION 3 , OF THE ANDREW DEWEES GRANT, SECTION 37 , TOGETHER A WITH PART OF FRACTIONAL SECTION 5 AND A PART OF FRACTIONAL S ECTION 8 , ALL IN TOWNSHIP 2 SOUTH , RANGE 29 EAST, DUVAL COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS : FOR A POINT OF REFERENCE, COMMENCE AT THE NORTHWEST CORNER OF LOT 18 , OCEANWALK UNIT FOUR , AS RECORDED IN PLAT BOOK 42 , PAGES 18 , 18A , 18B AND 18C OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID POINT BEING SITUATED ON THE SOUTH LINE OF KATHRYN ABBY H ANNAH PARK AS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 89 ° 09 ' 53 " WEST, A DISTANCE OF 145 . 58 FEET TO A 5/8 " IRON ROD SET ON SAID SOUTH LINE OF KATHRYN ABBY HANNAH PARK AND LYING 4 FEET, MORE OR LESS , WESTERLY OF THE WEST EDGE OF A CREEK , SAID POINT ALSO BEING THE POINT OF B EGINNING ; THENCE SOUTH 89 ° 09' 52" WEST, A DISTANCE OF 171 . 93 FEET; THENCE SOUTH 10 ° 07' 22" WEST, ALONG THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 5842 , P AGE 1513 OF SAID CURRENT PUBLIC RECORDS , A DISTANCE OF 40 . 00 FEET TO THE SOUTH LINE OF LANDS RECORDED IN SAID OFFICIAL RECORDS VOLUME 5842 , PAGE 1513 ; THENCE SOUTH 00654193-1 Exhibit A Page 1 of 2 4843-5130-8849.3 AGENDA ITEM #3A MAY 9, 2016 89 ° 09' 52 " WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 40 . 00 FEET TO REFERENCE POINT " A" AND THE SOUTHWEST CORNER OF SAID LANDS, ( SAID POINT BEING SITUATED ON THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 OF SAID CURRENT PUBLIC RECORDS) ; THENCE SOUTH 10 ° 02 ' 23 " WEST, A D ISTANCE OF 408 FEET, MORE OR LESS , TO THE NORTH EDGE OF THE AFOREMENTIONED CREEK ; THENCE EAST, NORTHEASTERLY, AND NORTHERLY ALONG THE MEANDERINGS OF SAID CREEK , A DISTANCE OF 533 FEET, MORE OR LESS, TO THE SOUTH LINE OF LANDS RECORDED IN SAID OFFICIAL RECORDS VOLUME 3202 , PAGE 481 AND SAID KATHRYN ABBY HANNAH PARK ; THENCE SOUTH 89 ° 09' 52 " WEST, A DISTANCE OF 4 FEET, MORE OR LESS , TO THE AFOREMENTIONED 5/8 " IRON ROD AND THE POINT OF BEGINNING . TOGETHER WITH : A PART OF FRACTIONAL SECTION 5 , TOGETHER WITH A PART OF GOVERNMENT LOT 1 , FRACTIONAL S ECTION 8 , AND ALSO TOGETHER WITH A PART OF LOT 2 , DIVISION 3 , OF THE ANDREW DEWEES G RANT, SECTION 37 , ALL IN TOWNSHIP 2 SOUTH , RANGE 29 EAST, DUVAL COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS : FOR A POINT OF REFERENCE, RETURN TO THE AFOREMENTIONED REFERENCE POINT " A" ABOVE ; THENCE SOUTH 10 ° 02 ' 23" WEST, ALONG THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 OF SAID CURRENT PUBLIC RECORDS , A DISTANCE OF 540 . 55 FEET TO A 5/8 " IRON ROD SET ON SAID EAST LINE AND LYING 14 FEET, MORE OR LESS , SOUTHERLY OF THE WEST EDGE OF A CREEK , SAID POINT ALSO BEING THE POINT OF BEGINNING ; THENCE CONTINUE SOUTH 10 ° 02 ' 23" WEST, ALONG SAID EAST LINE, A DISTANCE OF 1305 . 29 FEET TO THE SOUTH LINE OF SAID SECTION 5 ; THENCE NORTH 89 ° 28 ' 38" EAST, ALONG SAID SOUTH LINE, A DISTANCE OF 182 . 52 FEET TO THE WEST LINE OF G OVERNMENT LOT 1 ; THENCE SOUTH 00 ° 56" 37" EAST, ALONG SAID WEST LINE, A DISTANCE OF 114 . 60 FEET TO THE NORTH LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 5463 . PAGE 29 OF SAID CURRENT PUBLIC RECORDS; THENCE NORTH 86 ° 03 ' 52 " EAST, ALONG SAID NORTH LINE, A DISTANCE OF 557 FEET, MORE OR LESS, TO THE WEST EDGE OF THE AFOREMENTIONED CREEK ; THENCE NORTHERLY AND NORTHWESTERLY ALONG THE MEANDERINGS OF SAID CREEK , A DISTANCE O F 1 , 466 FEET, MORE OR LESS , TO THE EAST LINE OF LANDS RECORDED IN THE AFOREMENTIONED O FFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 ; THENCE SOUTH 10 ° 02 ' 23 " WEST, ALONG SAID EAST LINE , A DISTANCE OF 14 FEET, MORE OR LESS , TO THE AFOREMENTIONED 5/8 " IRON ROD AND THE POINT OF BEGINNING . TOGETHER WITH : A PART OF GOVERNMENT LOT 1 AND A PART OF DIVISION 3 , OF THE ANDREW DEWEES GRANT, SECTION 37 , TOGETHER A WITH PART OF FRACTIONAL SECTION 5 AND A PART OF FRACTIONAL S ECTION 8 , ALL IN TOWNSHIP 2 SOUTH , RANGE 29 EAST, DUVAL COUNTY, FLORIDA , MORE PARTICULARLY DESCRIBED AS FOLLOWS : FOR A POINT OF REFERENCE, COMMENCE AT THE NORTHWEST CORNER OF LOT 18 , OCEANWALK UNIT FOUR , AS RECORDED IN PLAT BOOK 42 , PAGES 18 , 18A , 18B AND 18C OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID POINT BEING SITUATED ON THE SOUTH LINE OF KATHRYN ABBY H ANNAH PARK AS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 89 ° 09 ' 53 " WEST, ALONG SAID SOUTH LINE , A DISTANCE OF 50 . 23 FEET TO THE POINT OF BEGINNING ; THENCE SOUTH 06 ° 17 ' 36" EAST, A DISTANCE OF 34 . 29 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 2 , 864 . 78 FEET; THENCE SOUTHERLY ALONG AND AROUND SAID CURVE AN ARC DISTANCE OF 391 . 36 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF SOUTH 10 ° 12 ' 25 " EAST, 391 . 05 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 14 ° 07 ' 14" EAST, A DISTANCE OF 00654193-1 Exhibit A Page 2 of 2 4843-5130-8849.3 AGENDA ITEM #3A MAY 9, 2016 741 . 36 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 2 , 864 . 70 FEET; THENCE SOUTHERLY ALONG AND AROUND SAID CURVE AN ARC DISTANCE OF 533 . 79 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF SOUTH 08 ° 46 '57 " EAST, 533 . 02 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 03 ° 26' 40 " EAST, A DISTANCE 255 . 00 FEET TO THE NORTH LINE OF LANDS RECORDED IN OFFICIAL RECORDS BOOK 5463 , PAGE 29 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 86 ° 03' 52 " WEST, ALONG SAID NORTH LINE, A DISTANCE OF 247 FEET, MORE OR LESS , TO THE WEST EDGE OF A CREEK ; THENCE NORTHERLY AND NORTHWESTERLY ALONG THE MEANDERINGS OF SAID CREEK , 1 , 466 FEET, MORE OR LESS, TO THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 OF SAID CURRENT PUBLIC RECORDS ; THENCE NORTH 10 ° 02 ' 23 " EAST, ALONG SAID EAST LINE, 118 FEET, MORE OR LESS , TO THE NORTH EDGE OF SAID CREEK ; THENCE NORTHERLY AND NORTHEASTERLY ALONG THE MEANDERINGS OF SAID CREEK , 533 FEET, MORE OR LESS , TO THE SOUTHERLY LINE OF SAID LANDS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 AND KATHRYN ABBY HANNAH PARK ; THENCE NORTH 89 ° 09 ' 53 " EAST, A DISTANCE OF 91 FEET, MORE OR LESS, TO THE POINT OF BEGINNING . 00654193-1 Exhibit A Page 3 of 2 4843-5130-8849.3 AGENDA ITEM #3A MAY 9, 2016 EXHIBIT B Development Parcel A PART OF FRACTIONAL SECTION 5 , TOGETHER WITH A PART OF GOVERNMENT LOT 1 , FRACTIONAL S ECTION 8 , AND ALSO TOGETHER WITH A PART OF LOT 2 , DIVISION 3 , OF THE ANDREW DEWEES G RANT, SECTION 37 , ALL IN TOWNSHIP 2 SOUTH , RANGE 29 EAST, DUVAL COUNTY, FLORIDA, MORE P ARTICULARLY DESCRIBED AS FOLLOWS : COMMENCE AT THE NORTHWEST CORNER OF LOT 18 , OCEANWALK UNIT FOUR , AS RECORDED IN PLAT BOOK 42 , PAGES 18 , 18A, 18B AND 18C OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID POINT BEING SITUATED ON THE SOUTH LINE OF KATHRYN ABBY HANNAH PARK AS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 89 ° 09 ' 53 " WEST, A DISTANCE OF 145 . 58 FEET TO A 5/8 " IRON ROD SET ON SAID SOUTH LINE OF KATHRYN ABBY HANNAH PARK AND LYING 4 FEET, MORE OR LESS , WESTERLY OF THE WEST EDGE OF A CREEK ; THENCE SOUTH 89 ° 09 ' 52 " WEST, A DISTANCE OF 171 . 93 FEET; THENCE SOUTH 10 ° 07 ' 22 " WEST, ALONG THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 5842 , PAGE 1513 OF SAID CURRENT PUBLIC RECORDS , A DISTANCE OF 40 . 00 FEET TO THE SOUTH LINE OF LANDS RECORDED IN SAID OFFICIAL RECORDS VOLUME 5842 , PAGE 1513 ; THENCE SOUTH 89 ° 09 ' 52 " WEST, ALONG SAID SOUTH LINE , A DISTANCE OF 40 . 00 FEET TO REFERENCE POINT " A" AND THE SOUTHWEST CORNER OF SAID LANDS, ( SAID POINT BEING SITUATED ON THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 OF SAID CURRENT PUBLIC RECORDS) ; THENCE SOUTH 10 ° 02 ' 23 " WEST, ALONG THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 OF SAID CURRENT PUBLIC RECORDS , A DISTANCE OF 540 . 55 FEET TO A 5/8 " IRON ROD SET ON SAID EAST LINE AND LYING 14 FEET, MORE OR LESS , SOUTHERLY OF THE WEST EDGE OF A CREEK , SAID POINT ALSO BEING THE POINT O F BEGINNING ; THENCE CONTINUE SOUTH 10 ° 02 ' 23" WEST, ALONG SAID EAST LINE, A DISTANCE OF 1305 . 29 FEET TO THE SOUTH LINE OF SAID SECTION 5 ; THENCE NORTH 89 ° 28 ' 38 " EAST, ALONG S AID SOUTH LINE, A DISTANCE OF 182 .52 FEET TO THE WEST LINE OF GOVERNMENT LOT 1 ; THENCE SOUTH 00 ° 56 '37 " EAST, ALONG SAID WEST LINE , A DISTANCE OF 114 . 60 FEET TO THE NORTH LINE O F LANDS RECORDED IN OFFICIAL RECORDS VOLUME 5463 , PAGE 29 OF SAD CURRENT PUBLIC RECORDS; THENCE NORTH 86 ° 03' 52 " EAST, ALONG SAID NORTH LINE, A DISTANCE OF 557 FEET, MORE OR LESS, TO THE WEST EDGE OF THE AFOREMENTIONED CREEK ; THENCE NORTHERLY AND NORTHWESTERLY ALONG THE MEANDERINGS OF SAID CREEK , A DISTANCE OF 1 , 466 FEET, MORE OR LESS , TO THE EAST LINE OF LANDS RECORDED IN THE AFOREMENTIONED OFFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 ; THENCE SOUTH 10 ° 02 ' 23 " WEST, ALONG SAID EAST LINE , A DISTANCE OF 14 FEET, MORE OR LESS , TO THE AFOREMENTIONED 5/8 " IRON ROD AND THE POINT OF BEGINNING . 00654193-1 4843-5130-8849.3 • AGENDA ITEM #3A MAY 9, 2016 EXHIBIT C Nondevelopment Parcel A PART OF GOVERNMENT LOT 1 AND A PART OF DIVISION 3 , OF THE ANDREW DEWEES GRANT, SECTION 37 , TOGETHER A WITH PART OF FRACTIONAL SECTION 5 AND A PART OF FRACTIONAL SECTION 8 , ALL IN TOWNSHIP 2 SOUTH , RANGE 29 EAST, DUVAL COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS : FOR A POINT OF REFERENCE, COMMENCE AT THE NORTHWEST CORNER OF LOT 18 , OCEANWALK UNIT FOUR , AS RECORDED IN PLAT BOOK 42 , PAGES 18 , 18A , 18B AND 18C OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID POINT BEING SITUATED ON THE SOUTH LINE OF KATHRYN ABBY H ANNAH PARK AS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 89 ° 09' 53 " WEST, A DISTANCE OF 145 . 58 FEET TO A 5/8 " IRON ROD SET ON SAID SOUTH LINE OF KATHRYN ABBY HANNAH PARK AND LYING 4 FEET, MORE OR LESS , WESTERLY OF THE WEST EDGE OF A CREEK , SAID POINT ALSO BEING THE POINT OF BEGINNING ; THENCE SOUTH 89 ° 09 ' 52 " WEST, A DISTANCE OF 171 . 93 FEET; THENCE SOUTH 10 ° 07' 22 " WEST, ALONG THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 5842 , P AGE 1513 OF SAID CURRENT PUBLIC RECORDS, A DISTANCE OF 40 . 00 FEET TO THE SOUTH LINE O F LANDS RECORDED IN SAID OFFICIAL RECORDS VOLUME 5842 , PAGE 1513 ; THENCE SOUTH 89 ° 09 ' 52" WEST, ALONG SAID SOUTH LINE , A DISTANCE OF 40 . 00 FEET TO REFERENCE POINT " A" AND THE SOUTHWEST CORNER OF SAID LANDS, ( SAID POINT BEING SITUATED ON THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 OF SAID CURRENT PUBLIC RECORDS) ; THENCE SOUTH 10 ° 02 ' 23 " WEST, A DISTANCE OF 408 FEET, MORE OR LESS , TO THE NORTH EDGE OF THE AFOREMENTIONED CREEK ; THENCE EAST, NORTHEASTERLY, AND NORTHERLY ALONG THE MEANDERINGS OF SAID CREEK , A D ISTANCE OF 533 FEET, MORE OR LESS , TO THE SOUTH LINE OF LANDS RECORDED IN SAID OFFICIAL RECORDS VOLUME 3202 , PAGE 481 AND SAID KATHRYN ABBY HANNAH PARK ; THENCE SOUTH 89 ° 09 ' 52 " WEST, A DISTANCE OF 4 FEET, MORE OR LESS, TO THE AFOREMENTIONED 5/8" IRON ROD AND THE POINT OF BEGINNING . TOGETHER WITH : A PART OF GOVERNMENT LOT 1 AND A PART OF DIVISION 3 , OF THE ANDREW DEWEES GRANT, SECTION 37 , TOGETHER WITH A PART OF FRACTIONAL SECTION 5 AND A PART OF FRACTIONAL SECTION 8 , ALL IN TOWNSHIP 2 SOUTH , RANGE 29 EAST, DUVAL COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF REFERENCE , COMMENCE AT THE NORTHWEST CORNER OF LOT 18 , OCEANWALK UNIT FOUR , AS RECORDED IN PLAT BOOK 42 , PAGES 18 , 18A, 18B AND 18C OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID POINT BEING SITUATED ON THE SOUTH LINE OF KATHRYN ABBY H ANNAH PARK AS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 OF SAID CURRENT PUBLIC RECORDS; THENCE SOUTH 89 ° 09 ' 53 " WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 50 . 23 FEET TO THE POINT OF BEGINNING ; THENCE SOUTH 06 ° 17 '36" EAST, A DISTANCE OF 34 . 29 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 2 , 864 . 78 FEET; THENCE SOUTHERLY ALONG AND AROUND SAID CURVE AN ARC DISTANCE OF 391 . 36 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF SOUTH 10 ° 12 ' 25 " EAST, 391 . 05 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 14 ° 07 ' 14" EAST, A DISTANCE OF 741 . 36 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST AND HAVING A 00654193-1 4843-5130-8849. 3 AGENDA ITEM #3A MAY 9, 2016 RADIUS OF 2 , 864 . 70 FEET; THENCE SOUTHERLY ALONG AND AROUND SAID CURVE, AN ARC DISTANCE OF 533 . 79 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF SOUTH 08 ° 46 ' 57 " EAST, 533 . 02 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 03 ° 26' 40 " EAST, A DISTANCE OF 255 . 00 FEET TO THE NORTH LINE OF LANDS RECORDED IN OFFICIAL RECORDS BOOK 5463 , PAGE 29 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 86 ° 03 ' 52 " WEST, ALONG SAID NORTH LINE, A DISTANCE OF 247 FEET, MORE OR LESS , TO THE WEST EDGE OF A CREEK ; THENCE NORTHERLY AND NORTHWESTERLY ALONG THE MEANDERINGS OF SAID CREEK , 1 , 466 FEET, MORE OR LESS, TO THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 OF SAID CURRENT PUBLIC RECORDS ; THENCE NORTH 10 ° 02 ' 23 " EAST, ALONG SAID EAST LINE , 118 FEET, MORE OR LESS, TO THE NORTH EDGE OF SAID CREEK ; THENCE NORTHERLY AND NORTHEASTERLY ALONG THE MEANDERINGS OF SAID CREEK , 533 FEET, MORE OR LESS , TO THE SOUTHERLY LINE OF SAID LANDS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 AND KATHRYN ABBY HANNAH PARK ; THENCE NORTH 89 ° 09 ' 53 " EAST, A DISTANCE OF 91 FEET, MORE OR LESS , TO THE POINT OF BEGINNING . 00654193-1 4843-5130-8849. 3 AGENDA ITEM #324 MAY 9, 2016 EXHIBIT D Parcel 1 P ART OF GOVERNMENT LOT 1 , TOGETHER WITH A PART OF FRACTIONAL SECTION 8 , ALL IN TOWNSHIP 2 SOUTH , RANGE 29 EAST, DUVAL COUNTY, FLORIDA , MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF BEGINNING , COMMENCE AT THE NORTHWEST CORNER OF LOT 18 , OCEANWALK UNIT FOUR , AS RECORDED IN PLAT BOOK 42 , PAGES 18 , 18A , 18B AND 18C OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID POINT BEING SITUATED ON THE SOUTH LINE OF KATHRYN ABBY H ANNAH PARK AS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 OF SAID CURRENT P UBLIC RECORDS; THENCE SOUTH 06 ° 17 ' 36 " EAST, DEPARTING SAID SOUTH LINE , A DISTANCE OF 29 . 52 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 2 , 805 . 91 FEET; THENCE SOUTHERLY ALONG AND AROUND SAID CURVE AN ARC DISTANCE O F 384 . 53 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF SOUTH 10 ° 12 ' 25 " EAST, 384 . 23 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 14 ° 07' 14" EAST, A DISTANCE OF 741 . 36 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST AND H AVING A RADIUS OF 2 , 914 . 70 FEET; THENCE SOUTHERLY ALONG AND AROUND SAID CURVE AN ARC D ISTANCE OF 543 . 11 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE O F SOUTH 08 ° 46 ' 57 " EAST, 542 . 32 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 03 ° 26 ' 40 " EAST, A DISTANCE OF 254 . 63 FEET TO THE NORTH LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 5463 , PAGE 29 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 86 ° 07 ' 50 " WEST, ALONG LAST SAID LINE , A DISTANCE OF 50 . 00 FEET; THENCE NORTH 03 ° 26 ' 40" WEST, DEPARTING SAID NORTH LINE, A DISTANCE OF 255 . 00 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 2 , 864 . 70 FEET; THENCE NORTHERLY ALONG AND AROUND SAID CURVE AN ARC DISTANCE OF 533 . 79 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 08 ° 46 ' 57" WEST, 533 . 02 FEET TO THE POINT OF TANGENCY; THENCE NORTH 14 ° 07 ' 14" WEST, A DISTANCE 741 . 36 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 2 , 864 . 78 FEET; THENCE NORTHERLY ALONG AND AROUND SAID CURVE AN ARC DISTANCE OF 391 . 36 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 10 ° 12 ' 25 " WEST, 391 . 05 FEET TO THE POINT OF TANGENCY; THENCE NORTH 06 ° 17' 36 " WEST, A DISTANCE 34 . 29 FEET TO THE SOUTHERLY LINE OF SAID KATHRYN ABBY HANNA PARK ; THENCE NORTH 89 ° 09' 53" EAST, A DISTANCE OF 50 . 23 ' TO THE POINT OF BEGINNING . THE INTENT OF THE ABOVE DESCRIBED PARCEL IS TO IDENTIFY AND DESCRIBE THE EASTERLY HALF O F OLD SHERRY DRIVE AS DRAWN . CONTAINING 2 . 24 ACRES ( 97 , 718 SQUARE FEET) , MORE OR LESS 00654193-1 4843-5130-8849 .3 AGENDA ITEM #3A MAY 9, 2016 Prepared by and return to : Joanna A. White, Esq. Foley & Lardner LLP One Independent Drive, Suite 1300 Jacksonville, FL 32202 084961 -0114 RIGHT OF FIRST REFUSAL AGREEMENT This Right of First Refusal Agreement (this "Agreement") is made as of this day of , 2016 (the "Effective Date") between Naval Continuing Care Retirement Foundation, Inc . , a Florida corporation ("Naval"), whose address is One Fleet Landing Boulevard, Atlantic Beach, Florida 32233 Attn : Joshua Ashby, and the City of Atlantic Beach, a (" City"), whose address is . All capitalized terms used but not immediately thereafter defined shall have the meanings ascribed thereto elsewhere in this Agreement. BACKGROUND FACTS A. Naval owns that certain real property more particularly described on Exhibit A attached hereto and made a part hereof (hereinafter referred to as the "Property") . B . The City desires to receive from Naval and Naval desires to grant to the City the right of first refusal herein set forth. C . Naval and the City desire to record this Agreement in order to provide constructive notice thereof and the rights contained herein. For good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows : 1 . Right of First Refusal . (a) During the Term of this Agreement, if Naval desires to sell the Property or any portion of the Property, then Naval may do so after complying with all of the terms, covenants, and conditions hereinafter set forth. (b) To enable the City to meet the terms of any bona fide third party written offer (" Third Party Offer") to purchase the Property or any portion of the Property (such Property or portion thereof referred to hereinafter as the "Refusal Property") which Naval intends to accept prior to the expiration of the Term, Naval hereby agrees that if Naval receives such a Third Party Offer, Naval shall promptly: (i) provide written notice of the Third Party Offer, accompanied by 00654191 -1 4853-0981 -9697. 3 AGENDA ITEM #3A MAY 9, 2016 a complete and accurate copy of the Third Party Offer, to the City (each such notice is referred to herein as a "ROFR Notice") and (ii) provide the City the opportunity to purchase all of the Refusal Property at the same price and on the same terms and conditions as set forth in such Third Party Offer. (c) The City shall have one hundred twenty ( 120) days from the date of the ROFR Notice to accept the ROFR Notice (the "ROFR Acceptance Period") by delivering to Naval written notice of its agreement to purchase the Refusal Property at the same price and on the same terms and conditions as set forth in the Third Party Offer (a "ROFR Acceptance Notice") . In the event that the City timely delivers a ROFR Acceptance Notice to Naval, Naval and the City shall then complete such sale and purchase in accordance with the terms of the Third Party Offer, except as expressly provided herein. In the event the City defaults under the terms of the contract entered into by the City and Naval after any applicable notice and cure period provided in the contract, this Agreement shall terminate . (d) If the City fails to timely deliver a ROFR Acceptance Notice to Naval, Naval will have the right, but not the obligation, to sell the Refusal Property, free and clear of the rights of the City under this Agreement (a "ROFR Third Party Sale"), as follows : (i) The ROFR Third Party Sale shall be for a price not less than ninety seven percent (97%) of the purchase price specified in the Third Party Offer and in accordance with the material terms and conditions of the Third Party Offer. If Naval wishes to complete the ROFR Third Party Sale for a price less than as set forth in the preceding sentence and/or on terms and conditions that differ from those set forth in the Third Party Offer, Naval shall again give the City a ROFR Notice and an opportunity to purchase the Refusal Property at such reduced price and/or on such amended terms and conditions . The preceding sentence shall not apply to an amendment to any non-material term or condition of the Third Party Offer. (ii) Closing of the ROFR Third Party Sale shall take place no later than one hundred and eighty ( 180) days following expiration of the applicable ROFR Acceptance Period. (e) In the event that the City does not timely give a ROFR Acceptance Notice to Naval, and Naval does not complete the ROFR Third Party Sale identified in the ROFR Notice in accordance with the terms of this Section within one hundred eighty ( 180) days following expiration of the applicable ROFR Acceptance Period, the provisions of this Agreement shall again be applicable to the Refusal Property. 2 . Term. The term of this Agreement shall commence on the Effective Date and continue until 5 : 00 p .m. on the date which is twenty five (25 ) years from the Effective Date (the " Term") . 3 . Applicability of Right of First Refusal . The City ' s right of first refusal set forth above may not be exercised in the event of a transfer of the Property or any portion of the Property through a transfer to an entity owned, controlling, controlled by, or under common control with Naval ("Related Party Transaction") . In the case of a Related Party Transaction, the City ' s rights under this Agreement shall bind the Property as to subsequent transactions until the termination of this Agreement as expressly provided herein. 00654191-1 -2- 4853-0981 -9697.3 AGENDA ITEM #3A MAY 9, 2016 4 . Litigation Costs . 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. 5 . Assignment Successors . This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors, heirs and assigns . Neither party may assign its rights and/or obligations under this Agreement without the prior written consent of the other party, and any assignment without that consent shall be void . 6 . Notices . All notices required or permitted to be given under this Agreement must be in writing addressed to the addresses in the opening paragraph hereof, and may be served (i) by depositing the same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; (ii) by recognized overnight courier, (iii) by delivering the same in person to such party; or (iv) by facsimile or electronic transmission. Notice may be given by and through counsel of either party. Notice shall be deemed effective on (A) the date actually delivered, or (B) when delivered via confirmed email or fax transmission (so long as send retains evidence of transmission and provided that notice is also provided by another means of notice permitted hereunder within one ( 1 ) business day thereafter), or (C) upon personal delivery at the addresses set forth in the opening paragraph hereof Either party may change its addresses for notice by giving three (3 ) days prior written notice to the other party. 7 . Captions . Captions and headings in this Agreement are for convenience only and should not be considered in construing this Agreement. 8 . Entire Agreement. This Agreement and its Exhibits contain the entire agreement of the parties and supersede all prior agreements or understandings of the parties, whether written or oral, regarding the subject matter of this Agreement. 9 . Modification. This Agreement may not be modified or amended except in writing signed by all of the parties hereto . 10 . Waivers . No waiver or breach of a covenant or provision in this Agreement shall be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. 11 . Construction. In construing this Agreement, the singular form shall include the plural and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this Agreement. 12 . Third-Party Rights . Nothing in this Agreement, expressed or implied, is intended to confer on any person, other than the parties and their respective successors and assigns, any rights or remedies under this Agreement. 00654191-1 -3 - 4853-0981 -9697.3 AGENDA ITEM #3A MAY 9, 2016 13 . Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute the same instrument. 14 . Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the inclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 15 . No Joint Venture or Partnership . The parties hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making any or all of the parties joint venturers or partners . 16 . Authority of Parties . All persons executing this Agreement on behalf of a party represent and warrant that they have the authority to execute this Agreement on behalf of that party. 17 . Governing Law. This Agreement shall be interpreted and construed in accordance with Florida law. 18 . WAIVER OF JURY TRIAL . 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 . [Remainder of page intentionally left blank; signature pages follow.] 00654191-1 -4- 4853-0981 -9697. 3 AGENDA ITEM # 3A MAY 9, 2016 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above . Signed, sealed and delivered in the NAVAL : presence of: Naval Continuing Care Retirement Foundation, Inc. , a Florida corporation By: Print Name : Print Name : Its : Dated: Print Name : STATE OF FLORIDA COUNTY OF On this, the day of , 2016, before me, a Notary Public, personally appeared Joshua Ashby, the of Naval Continuing Care Retirement Foundation, Inc . , a Florida corporation, on behalf of the corporation, who is personally known to me or provided as identification. Notary Public Print Name : My commission expires : [Signatures Continue on Next Page] 00654191 -1 -5 - 4853-0981 -9697. 3 AGENDA ITEM #3A MAY 9, 2016 Signed, sealed and delivered in the THE CITY: presence of: City of Atlantic Beach, a By: Print Name : Its : Print Name : Dated : Print Name : STATE OF FLORIDA COUNTY OF On this, the day of 2016, before me, a Notary Public, personally appeared , the of City of Atlantic Beach, a , acting on behalf of the , who is personally known to me or provided as identification. Notary Public Print Name : My commission expires : 00654191-1 -6- 4853-0981 -9697.3 AGENDA ITEM # 3A MAY 9, 2016 EXHIBIT A Property A PART OF GOVERNMENT LOT 1 AND A PART OF DIVISION 3 , OF THE ANDREW DEWEES GRANT, SECTION 37 , TOGETHER A WITH PART OF FRACTIONAL SECTION 5 AND A PART OF FRACTIONAL SECTION 8 , ALL IN TOWNSHIP 2 SOUTH , RANGE 29 EAST, DUVAL COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS : FOR A POINT OF REFERENCE , COMMENCE AT THE NORTHWEST CORNER OF LOT 18 , OCEANWALK UNIT FOUR, AS RECORDED IN PLAT BOOK 42 , PAGES 18 , 18A, 18B AND 18C O F THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID POINT BEING SITUATED ON THE SOUTH LINE OF KATHRYN ABBY HANNAH PARK AS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 89 ° 09 ' 53 " WEST, A DISTANCE OF 145 . 58 FEET TO A 5/8 " IRON ROD SET ON SAID SOUTH LINE OF KATHRYN ABBY HANNAH PARK AND LYING 4 FEET, MORE OR LESS , WESTERLY OF THE WEST EDGE OF A CREEK, SAID POINT ALSO BEING THE POINT OF BEGINNING ; THENCE S OUTH 89 ° 09 ' 52 " WEST, A DISTANCE OF 171 . 93 FEET; THENCE SOUTH 10 ° 07 ' 22 " WEST, ALONG THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 5842 , PAGE 1513 OF SAID CURRENT PUBLIC RECORDS , A DISTANCE OF 40 . 00 FEET TO THE SOUTH LINE OF LANDS RECORDED IN SAID OFFICIAL RECORDS VOLUME 5842 , PAGE 1513 ; THENCE SOUTH 89 ° 0932 " WEST, ALONG SAID SOUTH LINE , A DISTANCE OF 40 . 00 FEET TO REFERENCE POINT " A" AND THE SOUTHWEST CORNER OF SAID LANDS , ( SAID POINT B EING SITUATED ON THE EAST LINE OF LANDS RECORDED IN OFFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 OF SAID CURRENT PUBLIC RECORDS ) ; THENCE SOUTH 10 ° 02 ' 23 " WEST, A DISTANCE OF 408 FEET, MORE OR LESS , TO THE NORTH EDGE OF THE AFOREMENTIONED CREEK ; THENCE EAST, N ORTHEASTERLY, AND NORTHERLY ALONG THE MEANDERINGS OF SAID CREEK, A D ISTANCE OF 533 FEET, MORE OR LESS , TO THE SOUTH LINE OF LANDS RECORDED IN SAID OFFICIAL RECORDS VOLUME 3202 , PAGE 481 AND SAID KATHRYN ABBY HANNAH PARK ; THENCE SOUTH 89 ° 09 ' 52 " WEST, A DISTANCE OF 4 FEET, MORE OR LESS , TO THE AFOREMENTIONED 5/8 " IRON ROD AND THE POINT OF BEGINNING . TOGETHER WITH : A PART OF GOVERNMENT LOT 1 AND A PART OF DIVISION 3 , OF THE ANDREW DEWEES G RANT, SECTION 37 , TOGETHER WITH A PART OF FRACTIONAL SECTION 5 AND A PART OF FRACTIONAL SECTION 8 , ALL IN TOWNSHIP 2 SOUTH , RANGE 29 EAST, DUVAL COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS : FOR A POINT OF REFERENCE , COMMENCE AT THE NORTHWEST CORNER OF LOT 18 , OCEANWALK UNIT FOUR, AS RECORDED IN PLAT BOOK 42 , PAGES 18 , 18A, 18B AND 18C OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID POINT BEING SITUATED ON THE SOUTH LINE OF KATHRYN ABBY HANNAH PARK AS RECORDED IN OFFICIAL RECORDS VOLUME 3202 , PAGE 481 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 89 ° 09 ' 53 " WEST, ALONG SAID SOUTH LINE, A DISTANCE OF 50 . 23 FEET TO THE POINT OF B EGINNING ; THENCE SOUTH 06 ° 17 ' 36 " EAST, A DISTANCE OF 34 . 29 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE EAST AND HAVING A RADIUS OF 2 , 864 . 78 FEET; THENCE SOUTHERLY ALONG AND AROUND SAID CURVE AN ARC DISTANCE OF 391 . 36 FEET, SAID CURVE BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF S OUTH 10 ° 12 ' 25 " EAST, 391 . 05 FEET TO THE POINT OF TANGENCY ; THENCE SOUTH 14 ° 07 ' 14 " EAST, A DISTANCE OF 741 . 36 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 2 , 864 . 70 FEET; THENCE SOUTHERLY 00654191-1 - / - 4853-0981 -9697. 3 AGENDA ITEM #3A MAY 9, 2016 ALONG AND AROUND SAID CURVE , AN ARC DISTANCE OF 533 . 79 FEET, SAID CURVE B EING SUBTENDED BY A CHORD BEARING AND DISTANCE OF SOUTH 08 °46 ' 57 " EAST, 533 . 02 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 03 ° 26 '40 " EAST, A DISTANCE OF 255 . 00 FEET TO THE NORTH LINE OF LANDS RECORDED IN OFFICIAL RECORDS BOOK 5463 , PAGE 29 OF SAID CURRENT PUBLIC RECORDS ; THENCE SOUTH 86 ° 03 ' 52 " WEST, ALONG SAID NORTH LINE , A DISTANCE OF 247 FEET, MORE OR LESS , TO THE WEST EDGE OF A CREEK ; THENCE NORTHERLY AND NORTHWESTERLY ALONG THE MEANDERINGS OF SAID CREEK, 1 , 466 FEET, MORE OR LESS , TO THE EAST LINE OF LANDS RECORDED IN O FFICIAL RECORDS VOLUME 6032 , PAGE 199 AND OFFICIAL RECORDS VOLUME 5733 , PAGE 1291 OF SAID CURRENT PUBLIC RECORDS ; THENCE NORTH 10 ° 02 ' 23 " EAST, ALONG SAID EAST LINE , 118 FEET, MORE OR LESS , TO THE NORTH EDGE OF SAID CREEK ; THENCE NORTHERLY AND NORTHEASTERLY ALONG THE MEANDERINGS OF SAID CREEK, 533 FEET, MORE OR LESS , TO THE SOUTHERLY LINE OF SAID LANDS RECORDED IN O FFICIAL RECORDS VOLUME 3202 , PAGE 481 AND KATHRYN ABBY HANNAH PARK ; THENCE N ORTH 89 ° 09 ' 53 " EAST, A DISTANCE OF 91 FEET, MORE OR LESS , TO THE POINT OF B EGINNING . 00654191-1 - 0 - 4853-0981 -9697.3