Amended Agenda Item 6E- Resolution No. 17-13CITY OF ATLANTIC BEACH
CITY COMMISSION
AUG. 28, 2017
STAFF REPORT
AGENDA ITEM: Resolution No. 17-13 directing the city manager to execute a letter of
interest to explore the purchase of Johnston Island as a recreational park;
directing the city manager to undertake a due diligence evaluation with an
independent consultant(s); directing the city manager to order an appraisal
of Johnston Island; directing the city manager to coordinate with the City
of Jacksonville and other governmental entities; and authorizing the
expenditure of up to a maximum of$35,000 during this initial evaluation
period for the Johnston Island property.
SUBMITTEJ> BY: Kevin Hogencamp, Deputy City Manag@
PRESENTER: Blythe Waters, City Commissioner
DATE: Aug. 23,2017
SUMMARY: Preserving Johnston Island from development and otherwise protecting it
as a valuable natural resource is a desire of many in the Atlantic Beach
community. This agenda item is hereby submitted per Commissioner
Waters' request.
RECOMMENDATION:
BUDGET:
Consider approving Resolution No. 17-13 directing the city manager to
execute a letter of interest to explore the purchase of Johnston Island as a
recreational park; directing the city manager to undertake a due diligence
evaluation with an independent consultant(s); directing the city manager to
order an appraisal of Johnston Island; directing the city manager to
coordinate with the City of Jacksonville and other governmental entities;
and authorizing the expenditure of up to a maximum of$35,000 during this
initial evaluation period for the Johnston Island property.
Yet-to-be-determined
Amended Agenda Item 6E
August 28, 2017
ATTACHMENTS:
APPROVED BY:
Proposed Resolution No. 17-13
Draft Scope of Service: Due-Duligence Outline
Property Aerial
Property Survey
Draft Outline: Letter oflnterest
Amended Agenda Item 6E
August 28, 2017
RESOLUTION NO. 17-13
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA DIRECTING
THE CITY MANAGER TO EXECUTE A LETTER OF INTEREST TO EXPLORE
THE PURCHASE OF JOHNSTON ISLAND AS A RECREATIONAL PARK;
DIRECTING THE CITY MANAGER TO UNDERTAKE A DUE DILIGENCE
EVALUATION WITH AN INDEPENDENT CONSULTANT(S); DIRECTING
THE CITY MANAGER TO ORDER AN APPRAISAL OF JOHNSTON ISLAND;
DIRECTING THE CITY MANAGER TO COORDINATE WITH THE CITY OF
JACKSONVILLE AND OTHER GOVERNMENTAL ENTITIES; AUTHORIZING
THE EXPENDITURE OF UP TO A MAXIMUM OF $35,000 DURING THIS
INITIAL EVALUATION PERIOD FOR THE JOHNSTON ISLAND PROPERTY;
AND PROVIDING FORAN EFFECTIVE DATE.
WHEREAS, the City of Atlantic Beach recognizes the vital importance of
acquiring conservation land; and
WHEREAS, the City of Atlantic Beach, City of Jacksonville, and the State of
Florida have demonstrated a commitment to preserving and making improvements
to the portions of the Intracoastal Waterway adjacent to the City by the acquisition
of Dutton Island Preserve, Riverbranch Preserve, and Tideviews Preserve; and
WHEREAS, the Johnston Island property, lying between the Riverbranch
Preserve and Atlantic Boulevard, consists of 8.5 acres including 3.1 acres of uplands;
and
WHEREAS, the City of Atlantic Beach would like to complete additional
evaluation of the property prior to committing to purchase Johnston Island, and
WHEREAS, Johnston Island's unique location could make the property an
important recreational and environmental resource for the City of Atlantic Beach
and for Northeast Florida.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF ATLANTIC BEACH AS FOLLOWS:
SECTION 1: Letter of Interest. The City Commission directs the City
Manager to execute a non-binding "Letter of Interest" to indicate the City's interest
in the potential purchase of Johnston Island.
SECTION 2: Due Diligence Evaluation. After a review of property
documentation received from the Seller, the City Commission directs the City
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Amended Agenda Item 6E
August 28, 2017
Manager to undertake a detailed due diligence evaluation of Johnston Island with an
independent consultant( s ), as needed, for use as a waterfront park.
SECTION 3: Appraisal The City Commission directs the City Manager to
order an appraisal of the Johnston Island property.
SECTION 4: Coordination with City of Jacksonville and other
Governmental Entities. The City Commission directs the City Manager to
coordinate the potential collaboration with the City of Jacksonville and other
governmental entities to acquire the Johnston Island property.
SECTION 5: Authorization to Expend a Maximum of $35.000 During
Initial Evaluation Period. The City Manager is hereby authorized to expend up to a
maximum of $35,000 to complete the initial evaluation and an appraisal of the
Johnston Island property.
SECTION 6: Effective Date. This Resolution shall take effect immediately
upon its final passage and adoption.
PASSED AND ADOPTED by the Commission of the City of Atlantic Beach,
Florida, this_ day of August, 2017.
Mitchell E. Reeves, Mayor
Attest:
Donna L. Bartle, City Clerk
Approved as to form and correctness:
Brenna M. Durden, City Attorney
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Amended Agenda Item 6E
August 28, 2017
Scope of Service
Due-Diligence Outline
Project: The City of Atlantic Beach is considering the purchase of a+-8.5 Acre parcel located at the
northeast intersection of the intracoastal waterway and the Atlantic Boulevard Bridge and requires a
detailed Due Diligence Evaluation of the subject property for use as a waterfront park. Attached are
property exhibits.
Scope of Services: The following scope of services is required:
1. Kick-Off Meeting and Site Visit: Meet with the City's and property owners' representatives to
discuss project and identify proposed development intent.
2. Due-Diligence Analysis Report: To contain an executive summary and the following detailed
information on the evaluation items.
a. Existing Reports, Documents and Permits: Review property owner-provided
information including surveys, title information, USACE and SJRWMD Permits,
engineering plans, bridge report, FOOT Drive Permit, phase 1 environmental and
geotechnical reports, meeting notes with (lgencies and identify pot~ntial issues with
proposed development intent.
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b. Land\Use & Zoning: Revie0 property'slcurrei:)t land use arld zoning.
c. Adjac~nt Pro~erties: ~eview adjacent prope~ies and iden!tify potel)tial issues wi~h
adjac~nt lahd wses. . ./ ·.. . ' . '
d. Topdgraphy/ prainage/ Flood: Reyiew available topog~ap1hic and drainage infor~ation
to determine general draill~ge patterns and stbrrrlwater rhanagement requirem~nts.
Review property for FEMA requirements and identify any flood related issues and
e. Environmental-Cultural Resources: Identify any environmental or cultural resource
issuers that may impact use of the property.
f. Geotechnical: Review property owner-provided geotechnical reports for potential issues
for development.
g. Phase 1 Environmental: Provide Phase 1 Environmental Report as appendix.
h. Access: Review property's available options for access and related FOOT related issues,
including any driveway connections, and access bridge.
i. Utilities: Water, Sewer, Electrical, and Communications: Contact Atlantic Beach for
water/sewer availability and identify if lift station required or if there are fire protection
issues.
j. USACE Intracoastal ROW: Review condition for park development within USACE ROW
and any "Consent of Easement Issues"
k. FIND: Review any FIND related easements and restrictions.
I. Recreational/ Restaurant Long-Term Lease: Review similar circumstances in other
communities and report back on viability of long-term leases.
m. Title Documentation & Policy: Review of all documentation related to title.
Amended Agenda Item 6E
August 28, 2017
3. Site Plan Analysis: Evaluate the current conceptual site plan based upon the due-diligence
criteria and provide an opinion of constructability1 a development schedule and preliminary
opinion of probable cost.
4. City Commission Meeting: Assist City of Atlantic Beach staff with presentation to the City
Commission.
Amended Agenda Item 6E
August 28, 2017
Amended Agenda Item 6E
August 28, 2017
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Amended Agenda Item 6E
August 28, 2017
Charles Chupp
Bridge Tenders LLC
1357 W Beaver Street
Jacksonville, FL 32209
Dear Mr. Chupp
Outline Letter of Interest
August 2017
On Behalf of the City of Atlantic Beach ("COAB"} the ("Buyer"), this letter serves in our interest in
purchasing the below described property from Bridge Tenders LLC ("Seller"). This letter of interest
("LOI"} shares with you our proposed terms and conditions for the purchase:
1. Property.
a) Address: 14051 Atlantic Blvd, Atlantic Beach, FL 32233
b) Containing:+-8.5 Acres
c) ParceiiD Number: 172391-0000
2. Purchase Price: A max.imum of $1,800,000.00 with'final price to be determined after clu~
diligence eval.uatio~ a~d appraisal, have been cpmple,ted.
· 3. Purchase andiSale~ Agree merit;· The terms !')nd corhiitipns of the proposed transaction J,ill be
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governed:bya defi~itive purchasE? and S?lesagreement ("Purchas~ Agreement") to b~ ·
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negotiCited by COA~ and Seller. The Purchase Agreemen1\may corhain the following prm1isions,
among cft:hers, and 'a116bligations ofthe Seller and COAB under th~ Purchase Agreement; shall be
contingent upon the following conditions, any or all which may be waived by COAB.
a. Initial Inspection Period. COAB will have an initial inspection period of up to ninety (90}
days after acceptance of this Letter of Interest. This inspection period will be to conduct
level-1 due-diligence evaluation that may include the following:
• Existing Reports, Documents and Permit Reviews.
• Review of land Use and zoning.
• Review of adjacent properties, access and utilities.
• Review oftopographic, drainage and flood conditions.
• Preliminary storm water treatment analysis.
• Existing building structures and site improvement inspections.
• Potential viability of commercial recreational/restaurant lease to property.
• Phase 1 environmental inspection.
• Geotechnical exploration.
• Legal and Title review.
• Meetings with City of Jacksonville, Florida Department of Environmental
Protection, St Johns River Water Management District, U.S Army Corps of
Engineers, or other persons or entities COAB deems necessary to enter into a
Purchase Agreement with confidence in the intended use and development
Amended Agenda Item 6E
August 28, 2017
costs. COAB may also request such documents from Seller it deems necessary to
assist with any such meeting during inspection period.
b. Additional Inspection Period. COAB will have an additional inspection period as of the
effective date of the Purchase Agreement. The inspection period time is to be
determined based upon information gathered during the initial inspection period.
c. General. During both inspection periods COAB and its representatives will be permitted
to make full and complete investigation of the Property and to conduct all studies,
surveys and tests and take such other actions as COAB shall deem appropriate. COAB
must be satisfied, in its sole discretion, with the results of all inspections and
investigations ofthe Property including but not limited to economic, structural,
environmental, and zoning investigations.
4. Assignment. COAB shall have the right to assign its interest in the Purchase Agreement without
written consent of Seller.
5. COAB Approval. The Purchase Agreement and the transaction contemplated by this Letter of
Interest are further conditioned upon the final approval from the City of Atlantic Beach City
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Commission. i · ·
6. Expenses. Th~ parties; will each hear their own legal and other such costs incident to the1
transactio.n cbntempl~ted hereby wheth.er or not the PurchaseAg~eement is executed.
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7. Disclosure of Documehtation. Seller will disclose all prop~rty ihfJmation in their posseJsion to
COAB as soon as practicable, including the information described in section 3(a) above.
8. Early Access to Property. Upon the execution ofthe Letter of Interest and pending COAB's
evaluation ofthe proposed transaction and the negotiation and finalization ofthe Purchase
Agreement, Seller agrees to provide COAB and its representatives with prompt and reasonable
access to the property so that COAB can commence its investigation ofthe Property and
determine suitability for CAOB's intended use.
9. Commission. Any and all commissions and/or finder's or brokerage fees to be paid in
connection with the transaction contemplated by this letter of Interest shall be the sole
responsibility of the Seller.
10. Legal Effect. This Letter of Interest shall not be binding upon the parties. A binding agreement
shall not exist between the parties unless and until the Purchase Agreement containing all terms
and provisions is prepared, approved by COAB and executed and delivered by both parties. This
Letter of Interest is not intended impose any obligation whatsoever on either party, INCLUDING
WITHOUT LIMITAION, AN OBLIGATION TO NEGOTIATE IN GOOD FAITH. Neither party may
claim any legal rights against the other by reason of actions taken in reliance upon this non-
binding Letter of Interest including without limitation, any partial performance of the
Amended Agenda Item 6E
August 28, 2017
transaction contemplated herein. The parties acknowledge that this non-binding Letter of
Interest does not address all essential terms of the transaction contemplated herein and that
such essential terms will be subject to further negotiation. The parties further acknowledge and
agree that either party shall have the right to terminate the negotiations of the purchase
Agreement for any reason or no reason by written notice with immediate effect and that neither
party owes the other party any duty to negotiate a formal agreement. No prior or subsequent
correspondence, except for the duty executed Purchase Agreement as described above, or
course dealing between COAB and the Seller shall be constructed to create any contract or to
vest any rights in either party with respect to the Property. THIS PARAGRAPH SUPERSEDES ALL
OTHER CONFLICTING LANGUAGE HEREIN.
11. Governing Law: This Letter of Interest shall be governed by the laws of Florida.
12. Counterparts. This Letter of Interest may be executed in two or more counterparts, each of
which shall constitute and original but all of which together shall be deemed to be one and the
same instrument.
If this Letter of Interest is agreed upon by the Seller and reflects a mutual understanding, please
execute the enclosed counterpart ()f this letter in the space provided below and return a signed
copy to me byelose of bu~iness on August __ , 20p
Sir;tcerely,
Amended Agenda Item 6E
August 28, 2017