Item 5B - Letter of Intent Selva PreserveSCIvii Pi Z',Et"Ve, LLC
248 Levy Ruud
Atlantic Beach;'lorida 32233
904-333-5944
April IN. 201 N
.tele Gerrity. C';iy Munagcr
City of Atlantic Bcz3ch
Sm Jemincdc Ruad
Atlantic Beach, rlorida )_,2 33
IlE-, LCtler of intent for I'tirehasl and Sale ol' Property
Lots I --b ofSelva Preserve as describC5 herein ("LUC)
neur Mr. Germy:
SUb-fi
jCCt ti, the cxccuon of a tictinhivC and mutually acceptable agICC1llC11t Ot purchase ana sai,
("Ptlydlg�;e AgrCenient"), and approved by (flu City of Atlantic Beach Corn ill issionE1'ti (till
Corninission") for the sale to the C'iry of Atlantic BLach thereinafter "CQAB" or
"Buyer"), within tarty -fire (45) nays Irom the C0AI3 applc,,-a1 Of this LUl (the
"('„ntram Negod°ation Period"), the unaersipned'Seller, Sclva Preserve. i,LC (hereinalter "Sl'" or
"Seller”) offers to sell and the CuAi3 agrees to purchase they subject property in accordance with
the Billowing tolls and conditions:
I. Seuer(s), Seiva Preserve, L1,C, with contact information as follows: Laura Furantc, 248 Lcvy
Road, Atlantic Bcach. t''IC„;d i ;123 ;, 904-3-33-5944.
2. Buyer: C;ty of ALL clic beach, with contact inlormation as follows: Joe Clerrity, City
Manager, KOO Seminole Road, Atlantic Buach. Florida 3223.5. Buyer may assign its interest to
any corporation, partnership or limited liability company in v hick they arc the controlling party
without Stlltr upr,ro.al.
3. Subject Property: Tile property, which is the subject of this ober ("Su6iect i'roperty"), is
identified a., 5elva Preserve, LLC (IKI; No. 1 'tI, i-0100)" the sale to include Ulf Land to the south
of" the southern ooruer oi' lot 7 as sliow'n on the Plat tis approvcd by the ('{)Ali Commission on
March 26. 2018 attached hereto as l xh;bit 'W", anti as rll0re particularly dcscribed i,l u legal
dcsc,;l)ia7n aitachcd to the Purch:t;e Agrl:.nli-llt. J'og.:.thcr with the rc.il property describca
herein, lfuyc:r is purchasing all o "Neller's rights, titlr- and interest in the Suhicct Property.
4, Pu,ehwiu P, ;m U„c Mili;mi iflrec hundred filly thousand rIaUars (b1,350,000),
5. Terms of Purchase: In considcration of the sub -division ane] sale ol' the 8,ubject Property, the
Following material terms are a part of this AgrCemctlt:
a. The Pllrchi,,c Ag,'ce,,,c„r ,ball be cf,i UhL4e„t „Il lit,ycr ubt.i,i,,,,g frppropriato financing.
h. Seller will submit 10 the COAlf Commission I -Or approval a plat (thC "Post 'l ransaction
Ilia ”) represenfing Seller's Subdivided proparty to till 1101-th Of the SLibicci Ilroperty. that IS „tot u
Selva Preserve, LLC:
248 Levy Read
Atlantic Seach, Florida 32233
904-333-5944
part of the subject transactsm, (``Sell, ,'s Retained Properly-), approval of which is contingent on
closing; p,ovided, however, that the Yost Iransaction Plat shall not be effective unless the
purchase of the Su6Ject Yrupuily is contplvtcd. Seller shall submit the lost "I`ra„saction Plat for
approval at the same tithe as the COAB Commission eons;dcrs the approval of the Purchase
Agreement descril,rd herein. The Post Cransaction Yfat shall include access from Parkside orive
to Seller's Ketained Property.
c. As part of (he Post I ransaction Plat, the Parties anticipate entering into an easement
agreement ("basement Agreement"), The; Parties currently anticipate, subject to Further 1r1r)ut
trotn and discussion with COAB Commission, that the hasenlent Agreement will include 1) a
lwei,ty (20) foot eases-ocnt trom fop of bank (thc " (_.'reenway t-asement` ); and 2) to the extent
,eyuireci by the COA13 Comnlissiut,, an undisturbed forty (40) foot buffer measured from thy;
western boundary ofthe easeiuunt described in 1). Tl,e Uicenway Easement described in section
1) shall be limited to use as u natdrc path, boardwalk or "Ureenway". file total casement area
described i„ s,ciions 1) and 2) shall not exceed 60'; provided however the Vartics rccognire that
the COAB may elect a total casemate arca less than 60'. The Parties anticipate that the: P.asrmcnt
Agreement will provide for the following; (1) thu COAB shall he responsible for maintaining
hoth the buftrr describFd in scetioi, 2) zt,d 'Ureenway" easement. (2) the L'OA13, at tile; sole
election of the Srlier of the homeowners association created by the Setter with respect to Seller's
Rcutinod Property (the "HUA"), the COA13 will pay for the cost and installation of a fi,-e (5) foot
aluminum tcncr with one locking gals alot,g the western border ol'such easement no later than at
the time of build„g the "Greenway” anU (.i) the COAB will indemnity .seller, the 11OA and the
indi,.id,,al lot owners within setter's iKetainco Property from any third party claims or liability as
a result of (:lainis arking from the Use of Such Gatic,„e„T and SUb1eLt TO 111e linlitationS of
sovereign itllmUnity pursuant to t''lo,ida Statutes Section 169.2-K. I he Parties agree that a
mutually ab,ceabie 1(„m of E;ascment. Agreement shall bu attaclied as an exhibit to tltc Yurcliasc
Agreen,ent. 'I hu Closing or the Subject Property is contingent upon the Easement Agreement
being executed, delivered and recorded simultaneoU„ly with Closing on [he SuWjecL Property.
Ii'hc Parties agree to continue negotiat;ng in good faiih to agree upon the te;rins o1' she basement
Agreement.
d. Sella' will submit Ln the COAIJ Uommission along with the lost Transactic,,, Plat, a
requestfor approval to allow Scllc�r to mut all COAB mitigation requirements with respect to
%'c:ller s Retained Property using ,,,iiigatlon bank credits outside of the City of Atlantic beach.
Scllc, agleci (]) to kcicp the wetland areas located within lots 7-11 ofthu Po. -,t Tr.,,,,ami,,,, Mat
their natural state and protected by decd �estrirtions which deed restrictions may he enforceable
by the COAH aad shall not be subject to change without COAB consent, and (2) to any othe,
mutually agreeabic protective measures, to includc no t.11i„g of the land east of the wetland line.
i he Parties agree that dead ur fallen trees may be removed emir Seder's icetained Property and
aic not considered violations. I tie Parties agree to continue negoliati„g in good faith to resolve
any issues relating to Seller's mitigation reyuircni; 111s with respect to Seller's Ketained Property.
2
5rlva Preserve, LLU
248 Levy Riad
Atlantic Beach, F lui Ida 32233
904-331-5944
Closing oil the iubicct PropeiLy is C011tingClll Oil the approval of otfslte ]Mitigation lot Seller's
1Zctaincd Property.
b. Opening of Lsce ow Account: Ail escrow account ("the Purchase ,kali 5e opcaca al
First Ame,;...tn Title insurance Company within three (3) business days at[:,r the UUAl3
C 0111IniSSIO11S' approval of the Pdrehas,. Agrecmk---m.
/. Deposit I award Purchane Price: Upon the COAB C,Onlinissluns' approval of the rurchase
Agreement and concurrently with 01c opening Of Purchase escrow, Buyer shall place; thc,cin tLe
sum of ten thousand Dollars ($IU,UUti.UO) as a refundable dcpo,it to,,�a,d a„d applieablc M the
PUichase Price ("the Deposit"). Escrow llold,�x shall deposit such sum in an interest-[)caring,
tedcrally insured account .yiLl, diU ,eSl accruing; for the benent of Buy clr.
S. Contract Nugotiatiom, Perxod: The Partics small have forty-five (45) days from the COAB
C,`ummiss;u,,�' icv,cw anon approval ol'this LOt to pfeparc all cu„t,a.t:, al,d agrec,ncns riCcessary
for Closing and shall prc,ent SMAl PLlrclat.;e Agreement to the C;UAB Colnlnission for approval
no later Man June 1 1, 2018. '1hc Parties agree to negotiate in good laittl to reach an agreement.
1'hc Scller shall be , esponsiblc for preparing the Purchase and Sale Agre�ment for rev;e,v by the
Buye, .
9. Feasibility Period: l3nycr shall have tarty-fi c (45) days from the date LFie COAB
commission approves the Purchase AgreemcnL to pertorm all teasibility and due diligence 101'
L11C �L1b CCt Property (the -Feasibility Period'). within 5 days after tile. Purchase Agrce,„e„t ,a
approved by ILu UOAB C;onimisslcltl, Buyer shall provide Seller with a list :,t ite,as Seller 3llall
b, requirccd to provide during the Ferasibility Period. Scller shall tully cooperate Willi. Buyer ill
providing any and all informatio,, available on the properly. buyer may te;rminatc thG Purchase
Agreelnci,t at any time prier Lo the end of the l,easibility veiiod for any reason or no reason at all
upon WL'tten notilicaLion Lo NellCr Vt the terminatio,,. IJpvi, i,ut,%C Or lLrlMlila[IJn, escrow Holder
;)hall be instructed to immeclintely reteAae the DeposiL made by Buyer and return to buyer within
live (5) [)usincss trays of'ternlinatioa. 5o long; as Seller is not in default under any obligativn in
the Purchase Agreet„cnt, it buyer terminates the Purchase Agreement alter the end of the
Feasibility Pcriod, as may be extended, tittycr Will IOrfeit the aepc,s;t to Seller and the Escrow
Holder shall release we deposit to the Sella.
10. Close of L;scruw: Buyer and Sclle, Shall use best elli3rts to Close- on or before Aug Usl b,
2019.
11. Other Provisions:
A. r,ach party shall be respt,nsibic for SLanaard c[osing costs attributable tv Scller Lnd B.ycr.
Seller shall pay for documentary stainpS. Buyer shall p:1y f6i t;tle insurance_ survcv, all nuc:
diligence and feasibility costs, and rr-cordii,g of the deed. Each party will bear their u1Yn
attorneys' fees.
3
Selva Presurvo, IAX
248 Le v y Ruad
Atlantic Bouch, Flu, ids 32233
904-333-Jy44
B, iiuyer shall ha.,,c ,r, nFligations, dutiCS or responsibilities with respect to any nliiigadon
provided for and as a condition of ar,y ACC)I'.SJKWMD permit with respect to the
Subject rruperty, Seller shall be; c,pnnsiblc for any obligations andior conditions that may be
required by the permitting agencies on the'Subject Property until the pcimits have expired or etre
modified.
C. miy and all docurnentatlon provided by Sc:lt,i Tr, 13uyer shall be returned to feller upon
trnm;nahon of the Loi or Purchase Agiueii crit,
12. 'Timeline: '►'he parties agree that time is of the cssencc and as such have agreed to make hest
efforts to adhere to the following timeline:
• Apri[ 19, L()18, Sabina pri,pnied LOI 111 packetS W the CUAtj comniiSSion.
• April L3, 401 n. CU7xB discussion of 1;(.)1 and approval to proceed to Purchase
Agreement. N_gritiation period for Purchase Agreement begins.
• May 4, 2018. t,ast day fog City to provide Notice and requirements thereto.
• June 6, 2016, Purchase Agreen-crit included in packets for review' by the (_A) Ii
Commission.
• June /, 2u 18. Negotiation pci',r,d lin' I'Urihase Agreement eilds.
• Junc 11, _'u18. Purchase Ag.ice-„icia, Fa3emcnt, Deed Kestricuolis, Vosl-
lransaction Plat to be piescined Cor approval by the (.,'0AL5 COMMiSSIOn,'
Anticipiilcd ppivval dale for resolution by C0Ati Conlrnission with rospect tie
approval of form of rurcnaSe Agreemelil, IWITI Of L,aseinem.. form Of lleed
KCstrictlons and conditional approval o Post- l ransaetion Plat
Tune U'2018. Feasibility Pc rii-,d Begins.
July 27, 201 S. Close of Feasibility Period.
ii iLugust [i, LU 1 n. Closing
Parties agree to on,- C,tension of 15 days it requested by either party in Writing.
13. N_xe[usivity of Offer: `Phis L.UI silitll constitute an cxcltisi,e (Mier through The Contract
Negotiatio,, Neri,)d anC1 sseller will not solicit othc� offer, during the Contract Negotiation Pcrioq.
Exclusivity shall be automatically lVii,iuA[ted it the Purchase AgrccjnCnt is not approved and
e`Cecutcccj by CQAB with„n IIX line periods described above. This LCII is not lntuaded as, and
dues not coilsiiTute, a binding agreement by any party, nor all agreelnctlt by any Marty to kilter
into a 6lnding agreement, but is mv-rcly leltended to Specify some Of the proposed tcii„> and
conditions r;f Thi, transaction contemplated herein. Neithei porgy may claim any tegat rights
against the other by reason of the signing of th',s 1.01 or by taking any action in reliance thereon.
l leis LOI will be sl,perse3e3 6y the Purchase Agreement, approved by the COAB Commission.
The purpose of this L01 is to allow further investigatioa by both parties into tate feasibility of
entering into a formal a�;reenicnt. It the Purchase Agreement is not mutually excC_,m9 vY;th;n the
time pe.inds described above, for any reason wilalsoevcr o, nr; reason at all, this l,()1 shall
expire and no party shall have any further rights or duties hereunder.
4
Suvn f'resurvE, LLC_'
2-46 Levy RuA
Atlantic Beach, Florida 321233
904-333-5944
['sipaMr,�s Appcar on Noxi !'agcj
Sdva Proumv LLC
BY;
Name:
I Is:
Uutcd:
130 Y FK:
UitV 01 At],MfiC liCaCti
Bv,
Minic:
Its:
scl,"a Pj't;,;L;1,VC7, 1-1-C
249 r7evy twad
Atlantic Beach, Florida 322,3
904-333-5944
0
ScIva Preserve, LLL'
249 Lrvy Road
AtlanLiC Bcach: Florida 321 1.13
904-333-5944
Exhibit A