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HomeMy WebLinkAbout2010 - Blue Crab Cove-Ms. Apples Crab Shackpp6VgAO Meeting Date o° o � C a t April b, 2010 m Y p4.OR10 AGENDA REPORT BREVARD COUNTY BOARD OF COUNTY COMMISSIONERS 11:00 am TIME CERTAIN AGENDA Section Unfinished Business Ben No. SUBJECT: Lease Assumption Agreements for Ms. Apples Crab Shack and Doc's Bait Rouse. Fiscal Impact: Lease revenues of not less than $20,000 per year Direct annual expenses estimated at approximately $10,000''` DEPTiOFFICE: Natural Resources Management Office & Merritt Island Redevelopment Agency Requested Action: Staff requests the Board's consideration to authorize the Chairman to execute the attached agreements to asstune the existing leases on the proposed Blue Crab Cove property. These leases, if assumed, are only effective upon exercise of the Florida Communities Trust (FCT) Option Agreement for the Purchase of the Blue Crab Cove on or before June 30, 2010. Summary Explanation & Background: On February 23, 2010 The Board of County Commissioners approved the option agreement to purchase the property known as Blue Crab Cove. The agreement is subject to the mutually agreed upon assumption of the existing commercial fishery operations on the property known as Ms. Apples Crab Shack and Doc's Bait House. The operations shall be consistent with the Management Plan adopted pursuant to the FCT grant agreement. Lease revenues will cover the long -term maintenance and operational costs of the facility as currently configured. Major Lease Assumption components: • Both leases are for one (1) term of five (5) years with an annual option to renew at current market rate. • Annual option to renew contains a 90 day non renewal notification clause triggered by the Landlord. • Provides for Business liability Insurance with the Landlord named as a co- insured — Paid by Tenant. • Provides for Fire and Casualty Insurance —Paid by Tenant. • Tenants are responsible for operation, maintenance and upkeep of the leased property. • Agreement not to assign or sublease premises without County approval. Hisfo y Brevard's working waterfronts link the County's citizenry with commercial and recreational opportunities that the Indian River Lagoon system provides. While recreational benefits accrue to the County via the Indian River Lagoon, the Lagoon's commercial and economic benefits are also critical to the county's fixture economic diversity. Brevard currently has the largest commercial fishery and crab landings for the entire Indian River Lagoon which contributes more than $2 million to the local economy annually (2007 IRL Economic Study). Without maintaining a viable community presence, these economic benefits will be transferred outside of the county. Over the last decade, working waterfronts across the State have experienced significant pressure for conversion to private residential land uses, resulting in a continuous decline of commercial working waterfronts. The State Legislature recognized that preservation of working waterfronts is critical to the economic health of the State. Consequently, extensive legislative and constitutional mechanisms have been Put in place to prornote the sustainability of these economic and historical attributes. These efforts include tax incentives, regulatory incentives and a constitutional amendment to ensure that these operations are not adversely impacted by regulatory programs inconsistent with the viability of the industry. The importance of commercial working waterfronts was so significant to the economic well being of the State that Representative Stan Mayfield championed, and received support by the Legislature, to create a State grant program to help preserve and sustain local working waterfronts and ensure economic sustainability of the state's commercial fisheries. The Working Waterfronts Grant is designed to preserve these working waterfronts for the cultural and economic benefit of future generations. (Continued On The Next Page) (Continued From Previous Page) SUBJECT: Lease Assumption Agreements for Ms. Apples Crab Shack and Doe's Bait House In 2008, Brevard County applied for the Stan Mayfield Working Waterfronts Grant to acquire and preserve the commercial fishery operations known as Blue Crab Cove. This working waterfront is Brevard's last remaining commercial fishery operation that takes local Indian River seafood directly across its docks. This application was ranked #2 in the State and has received 65% funding from the Stan Mayfield Grant. This grant application and funding was endorsed by the entire Brevard Legislative Delegation and was approved by the Governor's Cabinet on April 14, 2009. At the regularly scheduled meeting on May 19, 2009, the Board unanimously approved the Florida Communities Trust (FCT) Stan Mayfield Working Waterfront Grant Contract for the acquisition of the Blue Crab Cove project site on Merritt island. FCT has completed the appraisals and subsequent negotiations for purchase in accordance with the above referenced grant contract. Thirty -five percent of the funding is being provided as match from the Merritt island Redevelopment Agency (MIRA). On January 11, 2010, MIRA unanimously approved their funding contribution up to $1.015 million for acquisition and recommended the Board approve the Option Agreement execution. The current funding strategy for acquisition includes $1,836,250 (65 %) from FCT and $988,750(35 %) from MIRA. On March 23, 2010, the Board approved the application for up to $600,000 re- imbursement froth the Florida Inland Navigation .District (FIND) for the acquisition, and has received the endorsement from the County's FIND representative, Commissioner Jerry Samson. if this grant is awarded, the MIRA expenditure would be reduced to less than $400,000. Operational and maintenance expenses of the non- leased portions of the property, as they currently exist, will be covered by lease revenues. Capital improvements on the non - leased portions of the property will be funded through Boating Improvement Funds, MIRA funds, FIND and other grants or other funding sources approved by the Board. All maintenance and operations will be governed by a State approved Management Plan to be completed prior to closing. Once acquired, the site will continue its active commercial fishery operations and may include additional commercial fishery and aquaculture operations in the future. Further, other water dependant enterprises that are ancillary to commercial fisheries may also be considered as permitted by the State. Additional grants will be pursued to refurbish the hurricane damaged docks, boat ramps and wharf systems. Fiscallmpact: FY09 -10 Lease revenues of not less titan 520,000 peryear "Operation and Maintenance of the currently configured non - leased portions of the property, to include trash removal, re- grading of parking areas and travel lanes and general upkeep and oversight are estimated to be approximately $10,000 annually. Long terns capital improvement expenses, will be covered by lease revenues, grant revenues (FIND, FBIP, BIGP, etc.), or other sources identified by MIRA or the Board Sta Contacts: Ernest N. Brown, NRMO 633 -2016 or Greg Lugar, MIRA 637 -5370. Exhibits Attached: Attachment A: Lease Assumption for Ms. Apples Crab Shack with exhibits Attachment B: Lease Assumption for Doc's Bait House with exhibits Contract /Agreement (Irattached): Reviewed by Cmmty Attorney I Yes ® No County Manager's Office Natural Resources Management Office Press Release ❑ Mel Scott, Assistant County .Manager Ernest N. Brown, NRMO Director Howard Tipton, County Manager Greg Lugar, MIRA Executive Director ATTACHMENT A VI C replacement page LEASE ASSUMPTION AGREEMENT This Agreement made and entered into this day of , 2010, by and between INDIAN RIVER TRADING COMPANY dba Ms. APPLES CRAB SHACK, hereinafter referred to as "Tenant," and the BOARD OF COUNTY COMMISSIONERS OF BREVARD COUNTY, FLORIDA, a political subdivision to the State of Florida, hereinafter referred to as "County." WITNESSETH: WHEREAS, the County intends to purchase and maintain a Historic Working Waterfront known as the Blue Crab Cove in accordance with the Florida Communities Trust Stan Mayfield Working Waterfront Grant (hereinafter "the Grant ") for the purpose of providing public access, maintaining and preserving commercial fisheries and associated water dependent activities in Brevard and providing education regarding the historic and economic importance of these activities for the general public; and WHEREAS, the property will be subject to a dDeclaration of rRestrictive sCovenants recorded in the Official Records of Brevard County and a management plan pursuant to the requirements of the Grant; and WHEREAS, all activities by Landlord and Tenant shall be consistent with the Declaration of Restrictive Covenants and Management Plan required by the Grant; and WHEREAS, the Blue Crab Cove property is currently occupied by two tenants each of whom operate water dependent and fishery related businesses meeting the intent of the Grant; and, WHEREAS, the County is working to allow both businesses to remain in place for a period of time; and WHEREAS, the County wishes to assume the existing lease between Seller, Merritt Island Land Trust and the Tenant, Ms. Apples Crab Shack attached hereto as Exhibit "A "; and WHEREAS, the County wishes to assure that the tenant, Ms. Apples Crab Shack agrees to operate the business as a Historic Working Waterfront subject to the requirements of the Stan Mayfield Working Waterfront Grant Contract executed by the County on May 19, 2009 a copy of which is attached hereto as Exhibit "B" and any state approved Management Plan, and the proposed deed restrictions required by the Grant and WHEREAS, the existing lease provides for payment of current market rate upon renewal and that term, current market rate, requires clarification; and WHEREAS, the duties between the parties also require clarification, NOW, THEREFORE, in consideration of the covenants herein contained, it is mutually agreed between the parties as follows: 1. The recitals above are hereby incorporated into this agreement. 2. The lease between Merritt Island Land Trust and Ms. Apples Crab Shack dated February 1, 2010 and attached hereto as Exhibit °A" is hereby assumed by Brevard County as the Landlord. The parties agree to the additional terms and clarifications provided herein as an amendment to the lease agreement assumed. 3. The paragraph relating to the term of the lease currently states: The term of this Lease will be from 1 February, 2010 until 31, January 2015. If Tenant is in full compliance with all of the terms of this Lease at the expiration of this term, and if the Tenant remains as tenant after the expiration of this Lease with the consent of the Landlord but without signing a new lease, a new year to year tenancy will be created with the same terms and conditions as this Lease, except that the rent shall be at the current market rate in each year and such new tenancy may be terminated by ninety (90) days written notice from either the Tenant or the Landlord. The following language is added: r Current market rate is defined as the lease rates charged by the Canaveral Port Authority for property. There are different lease rates charged by the Canaveral Port Authority for different areas in the Port's jurisdiction. The rate charged pursuant to this agreement may change based on improvements that may be made to the subject property by the County. Specifically, if the waterfront improvements described in the management plan have not been completed, the current market rate rental for Mrs. Apple's Crab shack will be the Port Canaveral lease rate for Marinas /Fishing Fleet, currently $1.20 per sq ft, or whatever that amount is determined to be by the Canaveral Port Authority at the time of renewal, if any. if the prescribed waterfront improvements described in the management plan are substantially completed, the current market rate for Mrs. Apple's Crab shack rental will be the cove rate along Glen Cheek Drive, currently, $1.90 per sq. ft, or whatever that amount is determined to be by the Canaveral Port Authority for the Glen Cheek Drive area at the time of renewal, if any. 4. PAYMENT DELIVERY. The Tenant, in transmitting payments to the County hereunder, shall make all checks payable to Brevard County Board of County Commissioners, in care of Natural Resources Management Office, 2725 Judge Fran Jamieson Way, Building A, Room 219, Viera, Florida 32940. 5. RIGHT TO AUDIT RECORDS ACCOUNTING PROCEDURES AND REPORTS. In the performance of this Agreement, the Tenant shall keep books, records, and accounts of all activities, related to the Agreement, in compliance with generally accepted accounting procedures. Books, records and accounts related to the performance of this Agreement shall be open to inspection during regular business hours by an authorized representative of the County upon reasonable advance notice and shall be retained by the Tenant for a period of three years after termination of this agreement. The Tenant shall cooperate with and provide the County, or its duly authorized representative, any information or reports concerning its activities, income, revenues, expenses, and disbursements as may be necessary under the provisions of the Grant or as otherwise may reasonably be required, when so requested. 6. PUBLIC RECORDS. All records or documents created by the Tenant, or provided to the Tenant by the County, in connection with the activities or services provided by the Tenant under the terms of this Agreement, are public records and the Tenant shall comply with any 3 request for such public records or documents made in accordance with Section 119.07, Florida Statutes. 7. COPYRIGHT. No reports, data, programs or other material produced, in whole or in part for the benefit and use of the County, under this Agreement, shall be subject to copyright by Tenant in the United States or any other Country. 8. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 9. OPERATION AND MAINTENANCE. In addition to the duties provided in the existing lease, Tenant shall comply with all requirements of the Stan Mayfield Working Waterfront Grant contract signed by the County on May 19, 2009, attached hereto as Exhibit "B ", and any State approved Management Plan and deed restrictions created pursuant to that contract. 10. COUNTY OBLIGATIONS. The County's obligations generally remain as defined by the lease being assumed. The lease assumed does not address the payment of sales taxes. The tenant and the Landlord acknowledge sales tax has been paid by the Landlord under the existing lease. The parties to the lease assumption agreement recognize that the new Landlord, the County, will be responsible for the sales tax payments. In addition, clarification is provided herein that the County shall take no action to eliminate the existing ambient water circulation system to ensure live seafood viability. 11. IMPROVEMENTS. The Tenant agrees that all requests for improvements and/or changes will be submitted, in writing, for prior approval, to the Director, and if necessary, to the Brevard County Planning and Development Department, the Brevard County Public Health Department, or any other governmental agency requiring approval. The Tenant agrees that any and all improvements and /or changes once approved will be at the expense of the Tenant. Ell It is hereby mutually agreed and understood that all fixtures permanently attached to the Premises shall become and remain the property of the County. At the time that the County approves the improvements, the County and the Tenant shall agree as to whether the improvements are fixtures which shall remain the County's property at the end of this Agreement or any extension renewal hereof. The Tenant shall ensure that any contractor which the Tenant may hire to perform any construction, renovation, or repairs to the Premises, shall not be entitled to file any liens, mechanic's or otherwise, against the Premises or any County property to secure the contractor's interests or payments. Any contract which the Tenant signs or executes with a contractor shall include a provision which requires the contractor to waive the right to file any such liens against County property and a provision which requires the contractor to include the same waiver by any subcontractor which the contractor may hire in an agreement/contract the contractor executes with the subcontractor. Minor work, not required to be performed by a licensed contractor per County code, may be performed by the Tenant. 12. INDEMNIFICATION AND INSURANCE. In addition to provision 12 of the lease, the Tenant agrees that it will indemnify and save harmless the County from any and all liability claims, damages, losses, expenses including attorney's fees, proceedings, and causes of action of every kind and nature, arising out of or in connection with the Tenant's use, occupation, management, or control of the Premises, or any improvements thereon, or the furniture, furnishings, equipment and fixtures used in connection with the Premises. The Tenant agrees that it will, at its own expense, defend any and all actions, suits, or proceedings, which may be brought against the County in connection with the Tenant's use, occupation, management, or control of the Premises. The Tenant agrees that it will satisfy, pay and discharge any and all judgments that may be entered against the County in any such action or proceeding. The parties agree that specific consideration has been paid for this hold harmless /indemnification agreement. Insurance policies 5 provided under the existing lease shall provide that the County shall be entitled to thirty (30) days prior written notice (instead of 10 day notice provided in the lease) of any changes in or cancellation of such policies and shall name the County as an additional insured. A certificate of insurance indicating that the Tenant has coverage in accordance with the requirements of the lease agreement shall be furnished by the Tenant to the Director within ten (10) days from the date of the execution of this Agreement. The certificate shall include an endorsement specifically providing coverage for the Tenant's liability for indemnifying the County the lease and this assumption agreement. 13. ASSIGNMENT. The Tenant, its successors, assigns, and representatives, agree not to assign or sublease the leased Premises, any part thereof, or any right or privilege connected therewith, or to allow any other person, except the Tenant's agents or employees, to occupy the Premises or any part thereof, without first obtaining the County's written consent and the written consent of Florida Communities Trust. The County expressly covenants that such consent shall not be unreasonably or arbitrarily refused. One consent by the County shall not constitute consent to any subsequent assignment, sublease or occupation by other persons or parties. The Tenant's unauthorized assignment, sublease or license to occupy shall be void, and shall be subject to termination of this Agreement at the County's option, pursuant to Paragraph 9 of the lease. The Tenant's interest in this Agreement is not assignable by operation of law, nor is any assignment of its interest herein, without the County's written consent. Any approved assignment shall be subject to all the terms of this assumption agreement. 14. ATTORNEY'S FEES. In the event of any legal action to enforce the terms of this contract, each party shall bear its own attorney's fees and costs. 15. VENUE. Venue for any legal action brought by any party to this Agreement to interpret, construe, or otherwise enforce this Agreement shall be in a court of competent jurisdiction in and for Brevard County, Florida, and any trial shall be non jury. 6 16. GOVERNING LAW. This Agreement shall be deemed to have been executed and entered into within the State of Florida, and this Agreement and any dispute arising hereunder, shall be governed, interpreted, and construed according to the laws of the State of Florida. 17. NOTICE. Notice under this Agreement shall be given to the County by delivering written notice to the Director, Brevard County Natural Resources Management Office, 2725 Judge Fran Jamieson Way, Viera, Florida 32940 and notice shall be given to the Tenant by delivering written notice to Ric Griffis, 580 West Merritt Island Causeway, Merritt Island, Florida 32952. 18. UNAUTHORIZED ALIEN WORKERS. The County shall consider the employment by the Tenant of unauthorized aliens a violation of Section 274A(e) of the INA. Such violation by the Tenant of the employment provisions contained in Section 274A(e) of the INA shall be grounds for unilateral cancellation of this Agreement by the County. 19. PUBLIC ENTITY CRIMES. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of thirty six (36) months from the date of being placed on the convicted vendor list. 20. COMPLIANCE WITH STATUTES. The Tenant shall promptly execute and comply with all statutes, ordinances, rules, orders, regulations and requirements of all local, State and Federal governmental bodies applicable to the Premises, or for the correction, prevention and abatement of nuisances or other grievances in, upon or connected with the Premises, during the term of this Agreement. 7 21. MUSIC PERFORMANCE. The Tenant shall not use, play or perform copyrighted music, video or other material without appropriate licensing or other permission. The Tenant shall be solely responsible for obtaining appropriate licensing or permission to use, play or perform copyrighted music, video or other material. The use or performance of copyrighted music, video or other material without appropriate licensing or other permission shall constitute a breach of this Agreement. The Tenant agrees to indemnify and hold harmless the County from damages for unauthorized use or performance of copyrighted music. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the day and year first above written. ATTEST: Scott Ellis, Clerk Reviewed for legal form and content: Deputy County Attorney WITNESS: BOARD OF COUNTY COMMISSIONERS OF BREVARD COUNTY, FLORIDA Mary Bolin, Chairperson AS APPROVED BY THE BOARD ON: TENANT: Indian River Trading Company Print Name: , President Approval of lease and lease assumption agreement and finding of compliance with applicable regulations by Florida Communities Trust Florida Communities Trust Ken Reecy, Community Program Manager E:3 provided under the existing lease shall provide that the County shall be entitled to thirty (30) days prior written notice (instead of 10 day notice provided in the lease) of any changes in or cancellation of such policies and shall name the County as an additional insured. A certificate of insurance indicating that the Tenant has coverage in accordance with the requirements of the lease agreement shall be furnished by the Tenant to the Director within ten (10) days from the date of the execution of this Agreement. The certificate shall include an endorsement specifically providing coverage for the Tenant's liability for indemnifying the County the lease and this assumption agreement. 13. ASSIGNMENT. The Tenant, its successors, assigns, and representatives, agree not to assign or sublease the leased Premises, any part thereof, or any right or privilege connected therewith, or to allow any other person, except the Tenant's agents or employees, to occupy the Premises or any part thereof, without first obtaining the County's written consent and the written consent of Florida Communities Trust. The County expressly covenants that such consent shall not be unreasonably or arbitrarily refused. One consent by the County shall not constitute consent to any subsequent assignment, sublease or occupation by other persons or parties. The Tenant's unauthorized assignment, sublease or license to occupy shall be void, and shall be subject to termination of this Agreement at the County's option, pursuant to Paragraph 9 of the lease. The Tenant's interest in this Agreement is not assignable by operation of law, nor is any assignment of its interest herein, without the County's written consent. Any approved assignment shall be subject to all the terms of this assumption agreement. 14. ATTORNEY'S FEES. In the event of any legal action to enforce the terms of this contract, each party shall bear its own attorney's fees and costs. 15. VENUE. Venue for any legal action brought by any party to this Agreement to interpret, construe, or otherwise enforce this Agreement shall be in a court of competent jurisdiction in and for Brevard County, Florida, and any trial shall be non jury. 6 EXHIBIT 99A99 �ll C,J Commercial Lease__ 1.S Phis Lease is made on I February 010, between Merritt Island Land Tntst, a Florida Corporation 580 W. Merritt Island Causeway Landlord ar -tsgql nd Yarding Company a Florida Corporation dba, Ms Apples Crab Shack, Tenant, of S80 W. Merritt l ntl flu s way, Merritt Island, Florida 32954, State of Florida. 1. The landlord agrees to retrt to the Tenant and the Tenant agues to rent font the Landlord the following property: The building known as "Ms Apples Crab Shack" and business support areas lying 30-feet east and west ofthe main building area togefliet Witil p&+in g atlequfft te eejapIy wifli aq Brevard Caumy-Imking ( 2 Cr— ne;gniatims'. as identified in Exhibit °A ". Common in non - leased areas for business operations is also identified in Exhibit "Ae 300.00 aj �, The rental payments will be $ 10-.N per month and will be payable by die Tenant to die Landlord on the S day of each month, beginning on 5 March 2010. if any rental payment is not paid within five (5) clays of its due date, the Tenant agrees to pay all additional late charge of 5% (five percent) of die rental payment due. 2,.t, The tern) of this Lease will be from I February 2010, until 31 January 2015. If Tenant is in frill compliance will) all of the terms of this Lease at the expiration) of this tern, terdttufrtt: sltall- have- tlie- efA io*to+et)ew�lai�I,@nr�o�r -�ru rrdctffron) afterm- offrvegenrs( �}; �vith�tFFterrrrs�rnticeridiEions -e€ this - lien 3sezrertxtit�ir�;- tt�- sar��; oxeept�tiaab4ite � Lr"" rem-shnli-tr� $ �l 'ff�0:-3�atl�vingt#risreriotil; T, entmt�shrtll- hAVC- the�optioiita- rcr) e�attl�► is�Icase•far�rtndclitienal -tet� 1� �" af�ive- year�5j- tividrafl- trams�mriccmditionsrofthisieas�e- rerirnirririt ;4ficstune;e�ccept:that:�e- gent- sl�tlf- !te$�f-;8I0:09�2- �-- *the Tenant remains as tenant after tile 26—a iii roil of this Lease with the consent of the Landlord but without new year to yeaf signing a n w lease, a limit i4t 44oitt ) nuty will be created with the sane terms and conditions as this Lease, �-�--' the rent shall be at current market rate in each year and such new tenancfy may. �e te(minated b� except that s+ach -r> uxenaai)c}an.�y -tom; te►mir)a #ed by ninety (90) days written notice corn ett rer t ie T'enant r the �C G- Ltutdlord;. mid first a ecir itittatiorrflf -Htat eittg-txtrcl t►t {13settd-o€-1t ieciS6. The Tenant has paid live Landlord a security deposit of $100.00. This security deposit will be held as security for the repair of any damages to the property by the Tenant. This deposit will be returned to the Tenant -within ten (10) days of the termination of this Lease, minus any amounts needed to repair (lie property, but - without interest. G+ $300.00 3.5: The Tenant has paid the Landlord an additional month's rent in the amount of$410 -.00. This rent deposit will be held as security for the payment of rent by the Tenant. This rent payment deposit will be returned to the Tenant within ten (10) days of the termination of this Lease, minus any rent still due upon ternination, but without interest. � ��+� " onanorHat 4 G. The Tenant agrees to use the property only for the purpose or canying on the following lawful business: The businoss as presently as presently constituted. 5 7. The Landlord aghus that the Tenant may install the following equipment and fixtures for the purpose of operating the Tonanft business and that such equipment and fixtures shall-remain the property of the Tenant: A list of Tenant's property will be prepared by Tenant and submitted to the Landlord. Tenant, upon notification to the Landlord, may heroin time to time add to this list. 6 $, The Tenant has inspected the property and has found it satisfactory for its intended purposes. The Tenant shall be responsible for the repair and upkeep ofthe exterior ofthe property, including the roof, exterior walls, parking areas, landscaping, and building foundation. The Tenant shall further be responsible for the repair and upkeep ofthhe interior ofthe property, including all electrical, mcohanloal, plumbing, heating, cooling, or any other system or equipment on the property. Tenant agrees to maintain the interior of the property and the surrounding outside area in a clean, safe, and sanitary manner and not to make any alterations to the property without the Landlord's written consent. At the termination ofilhis Lease, the Tenant agrees to leave the property in the same condition as When It was received, except for normal wear and tear. Tenant also agrees to comply with all rules, laws, regulations and ordinances affeetingthe property or the business activities ofthe Tenant. 7 9.-The. Tenant agrees to obtain and pay for all necessary utilities for the property. 8 -10 The Tenant agrees not to sub -let the property or assign this Lease without the Landlord's written consent, which shall not be unreasonably withheld. Tenant agrees to allow the Landlord reasonable access to the property for inspection and repair. Landlord agrees to enter the property only after notifying the Tenant in advance, except in an emergency. 9 11. If the Tenant falls to pay the rent on time or violates any other terms of this %ease, the Landlord will provide written notice of the violation or default, allowing 15 business days to correct the violation or default. ofthe violation or default is not completely corrected within the time proscribed, the landlord may extend the time or will have the right to terminatethis Lease with 30 days notice and in accordance with slate law. Upon termination of this Lease, the Tenant agrees to surrender possession ofthe property. The Landlord will also have the right to re -enter the property and take possosslon of it, remove Tenant and any equipment orpossessions of Tenant, and to take advantage of any other legal remedies available. 1 q2. The Landlord agrees to carry fire and casualty insurance on the property, but shall have no liability for the operation ofthe Te»anes business. The Tenant agrees not to do anything that will increase the Landlord's insurance premiums and, further agrees to indemnify and hold the Landlord harmless flom any liability or damage, whether caused by Tenant's operations or otherwise. The Tenant agrees to carry and pay all premiums for casualty insurance on any equipment or fixtures that Tenantinstalls atthe property. In addition, the Tenant agrees to carry business liability Insurance, including bodily injury and property damage coverage, covering all Tenant's business operations in tits amount of $1,000,000.00 with the Landlord named as a co- insured party. Tenant agrees to fitmish Landlord copies ofthe insurance policies and to not cancel the policies without notifying the Landlord Lh advance. Tenant agrees to provide Landlord with a Certificate of Insurance which indicates that Landlord Is a eo- insured party and that Landlord shall be provided with it minimum often (10) days written notice prior to cancellation or change of coverage. The Tenant is responsible for the premium cost incurred by the Landlord for the fire and casualty insurance coverage on the property. The Tenant shall remit payment of the premium under the same conditions set forth in paragraph 1 of this agreement. ,%� 13. This Lease is subject to any mortgage or deed of trust currently on the property or which may be made against the property at any time in the fixture. The Tenant agrees to sign any documents necessary to subordinate this Lease to a mortgage or deed of trust for the Landlord. 14. With neither the Landlord or Tenant being arbitrary or capricious, this Lease may only be terminated by 90 days written notice from either party, except in the event of a violation of any terms or default of any payments or responsibilities due under this Lease, which are governed by the terms in Paragraph 11 of this Lease. 15. Tenant agrees that if any legal action is necessary to recover the property, collect any amounts due tinder this Lease, or correct a violation of any term of this Lease. Tenant shall be responsible for all costs incurred by Land lord in connection with such action, including any reasonable attorney's fees 16. As required by law. the Landlord makes the following statement: "Radon gas is a naturally- occurring radio- active gas that, when accumulated in sufficient quantities in a building, may .present health risks to persons exposed. Levels of radon gas that exceed federal and state guidelines have been found in buildings in this state. Radon gas and radon gas testing may be obtained from your county health department. 17. The following are additional terns of this lease. None. 18. The parties agree that this Lease, including the following attachments is the entire agreement between them and that no terms of this Lease may be changed except by written agreement of both parties. This Lease is intended to comply with any and all applicable laws relating to landlord and tenant relationships in this state. This Lease binds and benefits both the Landlord and Tenant and any heirs, successors, representatives, or assigns. This Lease is governed by the laws of the State of Florida. gnature of Landlord /may ignature f enant A"Icl Nam of Landlord Name of Tenant EXHIBIT "1399 June 19, 2009 Mr. Ernie Brown Brevard County 2725 Judge Fran Jamieson Way, Bldg A -219 Viera, FL 32940 RE: FCT Project Number: 08- 002 =WW1 Brevard County Blue Crab Cove Dear Mr. Brown: Enclosed please find a fully executed original of the Grant Contract and Confidentiality Agreement for the above - referenced Florida Communities Trust / Stan Mayfield Working Waterfront Project. If you have any questions, please contact me at (850) 922 -1692. Sincerely, I Jay Sircy Grants Specialist 1V js\ Enclosures DEPARTb1wT of CommuNn- YAFFATPs 2555 SlimiARD OAK BOULEVARD • TACU mssEP FL 32399 -2100 850/922 -2207 SvNCoM 292 -2207 - FAX 850/921 -1747 FCT Contract Number a-CT- q, fg8- F8 - A L - ee FLORIDA COMMUMMS TRUST COZ 08- 002 -WW1 BLUE CRAB COVE CSFA # 52.013 STAN MAYFIELD'WORIONG WATERFRONT GRANT CONTRACT THIS AGREEMENT is entered into by and between the FLORIDA COMMUNTI'IES TRUST ( "FCT"), a non - regulatory agency within the State of Florida Department of Community Affairs, and BREVARD COUNTY, a political subdivision of the State of Florida ( "Recipient "). THIS AGREEMENT IS ENTERED INTO BASED ON THE FOLLOWING FACTS: WHEREAS, the intent of this Agreement is to impose terms and conditions on the use of the Florida Forever Funds, hereinafter described, and the lands acquired with such proceeds ("Project Site'), that are necessary to ensure compliance with applicable Florida law and federal income tax law and to otherwise implement the provisions of Sections 259-105,259. 1051 and Chapter 380, Part III, Florida Statutes; W EREAS, Chapter 380, Part III, Fla, Stat., the Florida Communities Trust Act creates a non - regulatory agency within the Department of Community Affairs ( "Department") which will assist local governments in bringing into compliance and implementing the conservation, recreation and open space, and coastal elements of their comprehensive plans or in conserving natural resources and resolving land use conflicts by providing financial assistance to local governments and nonprofit environmental organizations to carry out projects and activities authorized by the Florida Communities Trust Act; WHEREAS, FCT is funded through either Section 259.105(3)(c), Fla. Stat. of the Florida Forever Act, which provides for the distribution of two point five percent (2.5 %), less certain reductions, of the net Florida Forever Revenue Bond proceeds to the Department, or any other revenue source designated by the Florida Legislature, to provide land acquisition grants to local governments and nonprofit working waterfront organizations for the acquisition of working waterfronts; WHEREAS, the Florida Forever funds may be issued as tax- exempt bonds, meaning the interest on the bonds is excluded from the gross income of bondholders for federal income tax purposes; WHEREAS, Rule 9K-9, Florida Administrative Code ("F.A.C. ") sets forth the procedures for the evaluation and selection of lands proposed for acquisition and Rule 9K -10, F.A.C. sets forth the acquisition procedures; 0"ot -wW 1 April l6, 2009 smww — GC -1- WHEREAS, on January 29, 2009, the FCT Governing Board evaluated and scored the applications to develop a ranking list of projects to present to the Board of Trustees of lutemal Improvement Trust Fund; WHEREAS, on April 13, 2009, the Board of Trustees of Internal Improvement Trust Fund selected and approved the projects which will receive funding; WHEREAS, the Recipient's project, described in an application submitted for evaluation, was selected for handing in accordance with Rule 9K -9, F.A.C., and by executing this Agreementthe Recipient reaffirms the representations made in its application; WHEREAS, Rule 9K -9, F.A..C. authorizes FCT to impose conditions for funding on those FCT applicants whose projects are selected for funding; and WHEREAS, the purpose of this Agreement is to set forth the conditions that must be satisfied by the Recipient prior to the disbursement of any FCT Florida Forever funds awarded, as well as the restrictions that are imposed on the Proj ect Site subsequent to its acquisition. Since the entire Project Site has not yet been negotiated for acquisition, some elements of the project are not yet known such as the purchase price, other project costs, and the terms upon which an owner will voluntarily convey the property. NOW THEREFORE, FCT and the Recipient mutually agree as follows: 1. PERIOD OF AGREEMENT 1. This Agreement shall begin upon the Recipient's project being selected for funding and shall end April 15, 2010 ("Expiration Date"), unless extended as set forth below or unless terminated earlier in accordance with the provisions of Article XM of this Agreement. 2. FCT may extend this Agreement beyond the Expiration Date if FCT determines that significant progress is being made toward the acquisition of the Project Site or that extenuating circumstances warrant an extension of time. If FCT does not grant an extension the Recipient's award shall be rescinded and this Agreement shall terminate. II. MODIFICATION OF AGREEMENT Either party may request modification of the provisions of this Agreement at any time. Changes which are mutually agreed upon shall be valid only when reduced to writing and duly signed by each of the parties hereto. Such amendments shall be incorporated into this Agreement. III. DEADLINES 1. At least two original copies of this Agreement shall be executed by the Recipient and returned to the FCT office at 2555 Shumard Oak Boulevard, Tallahassee, FL 32399 -2100, as soon as possible and before June 15, 2009. If the Recipient requires more than one original document, the 0"07 -wwl April 16, 2009 smww -- GC -2 Recipient shall photocopy the number of additional copies needed and then execute each as an original document. Upon receipt of the signed Agreements, FCT shall execute the Agreements, retain one original copy and return all other copies that have been executed to the Recipient. 2. The Recipient and its representatives shall know of and adhere to all project deadlines and devise a method of monitoring the project. Deadlines stated in this Agreement, as well as deadlines associated with any FCT activity relating to the project, shall be strictly enforced. Failure to adhere to deadlines may result in delays in the project, allocation of time or resources to other recipients that respond timely or termination of this Agreement by FCT. 3. The Recipient shall submit the documentation required by this Agreement to FCT as soon as possible so that the Project Site may be acquired in an expeditious manner. d. No later than June 15, 2009, the Recipient shall deliver to FCT a written statement from the Project Site property owner(s) evidencing that the owner(s) is willing to entertain an off er from the Recipient and FCT, if not previously provided in the Application. No acquisition activity shall be commenced prior to FCT receipt of this statement. 6. No later than June 15, 2009, the Recipient shall deliver to FCT the executed Confidentiality Agreementprovided to the Recipient by FCT, pursuant to Rule 9K- 8.008(3), F.A.C. No acquisition activity shall be commenced prior to FCT receipt of the executed Confidentiality Agreement. Iv. FUNDING PROVISIONS 1. The FCT Florida Forever award granted to the Recipient ("FCT Award ") will in no event exceed the lesser of Sixty Five Percent (65 %) of the final Project Costs, as defined in Rule 9K- 9.002(17), F.A.C., or Two Million Six Hundred Sixty Five Thousand Dollars And Zero Cents ($2,665,000.00) unless FCT approves a different amount after determination of the Maximum Approved Purchase Price (MAPP), which shall be reflected in an addendum to this Agreement. FCT will not participate in Project Costs that exceed the grant award amount. The FCT Award is based on the Recipient's estimate of final Project Costs in its application. When disbursing the FCT Award, FCT shall recognize only those Project Costs consistent with the definition in Rule 9K- 9.002(17), F.A.C. FCT shall participate in the land cost at either the actual purchase price or the MAPP, whichever is less, multiplied by the percent stated in the above paragraph. 2. The FCT Governing Board ranked and the Board of Trustees of the Internal Improvement Trust Fund ( "Trustees ") selected the Recipient's Application for funding in order to acquire the entire Project Site identified in the Application. FCT reserves the right to withdraw or adjust the FCT Award if the acreage that comprises the Project Site is reduced or the project design is changed so that the objectives of the acquisition cannot be achieved. FCT shall consider any 0"02 -wwl April 16, 2009 sMww — GC -3- request for Project Site boundary modification in accordance with the procedures set forth in Rule 9K- 9.009, F.A.C. If the Project Site is comprised of multiple parcels and multiple owners, then FCT reserves the right to withdraw or adjust the FCT Award if the priority parcel(s) or a significant portion of the Project Site cannot be acquired. 3. The FCT Award shall be delivered either in the form of Project Costs prepaid by FCT to vendors or in the form of a State of Florida warrant at the closing of the Project Site, the the Seller or the Seller's designated agent authorized by law to receive such payment, provided Comptroll er determines that such disbursement is consistent with good business practices and can be completed in a manner minimiTng costs and risks to the State of Florida. If the Project Site is comprised of multiple parcels, FCT shall deliver at the closing of each parcel only the share of the FCT Award that corresponds to the parcel being, closed. FCT shall prepare a grant reconciliation statement prior to the closing of the Project Site parcel that evidences the amount of Match provided by the Recipient, if any is required, and the amount of the FCT Award. Funds expended by FCT for Project Costs shall be recognized as part of the FCT Award on the grant reconciliation statement. 4. If a Match is required, it shall be delivered in an approved form as provided in Rule 9K- 9.002(15), F.A.C. If the Project Site is comprised of multiple parcels, the Recipient shall deliver at the closing of d y the Recipient 1 fo Project Costs shall be recognized as part of the Match on the Funds expended by th grant reconciliation statement. 5. By executing this Agreement, the Recipient affirms that it is ready, willing and able to provide a Match, if any is required. 6. If the Recipient is the local government having jurisdiction over the Project Site, and an action by the Recipient subsequent to the FCT Governing Board selection meeting results in a governmentally derived higher Project Site land value due to an enhanced highest and best use, FCT acquisition activities shall be terminated unless the Seller agrees that the appraisal(s) will be based on the highest and best use of the Project Site on or before the FCT Governing Board selection meeting. 7. FCT's performance and obligation to financially perform under this Agreement is contingent upon an annual appropriation by the Florida Legislature, and is subject to any modification in accordance with Chapter 216, Fla. Stat. or the Florida Constitution. 8. FCT's performance and obligation to financially perform under this Agreement is contingent upon the issuance of Florida Forever Revenue Bonds issued by the State of Florida and of the proceeds of the Florida Forever Revenue Bonds being released to the Department. 08- 002 -wW l April 16, 2009 sMww - GC V. NOTICE AND CONTACT 1. All notices provided under or pursuant to this Agreement shall be in writing and delivered either by hand delivery or first class, certified mail, return receipt requested, to: Florida Communities Trust 2555 Shumard Oak Boulevard Tallahassee, FL 32399 -2100 2. All contact and correspondence from FCT to the Recipient shall be through the key contact. Recipient hereby notifies FCT that the following administrator, officer or employee is the authorized key contact on behalf of the Recipient for purposes of coordinating project activities for the duration of the project: Name: Title: DUu1i 4 Address: Z�2S �Sz� �a���s� -� c�.�" ) �r5 ' ��z1� 32 �/ Phone: Fax: Z(2?-9 E -mail: The Recipient authorizes the administrator, employee, officer or representative named in this paragraph to execute all documents in connection with this project on behalf of the Recipient, including, but not limited to, the Grant Contract or any addenda thereto, purchase agreement(s) for the property, grant reconciliation statement, closing documents and Declaration of Restrictive Covenants. Name: Title: Address: Phone: Fax: Email: 4. In the event that different representatives or addresses are designated for either paragraph 2. or 3. above after execution of this Agreement, notice ofthe changes shall be rendered to FCT as provided in paragraph L above. 08-002 -wwi April 16, 2009 sm W � GC -5 5. The Recipient hereby notifies FCT that the Recipient's Federal Employer Identification Number(s) is 59. �Vbo SZ 3 V1. PRE - CLOSING REQUIREMENTS 1. Prior to FCT approval of the signed purchase agreement(s), closings) of the real estate transaction(s) to acquire the Project Site and final disbursement of the FCT Award, the Recipient shall submit to FCT: a. Supporting documentation that the conditions imposed as part of this Agreement have been satisfied. b. A signed statement by the Recipient that the Recipient is not aware of any pending criminal, civil or regulatory violations imposed on the Project Site by any governmental agency or body. C. A signed statement by the Recipient that all activities under this Agreement comply with all applicable local, state, regional and federal laws and regulations, including zoning ordinances and the applicable adopted and approved comprehensive plan.. d. Additional documentation as may be requestedby FCT to provide Reasonable Assurance, as set forth in paragraph VHA. below. 2. FCT shall approve the terms under which the interest in land is acquired pursuant to Section 380.510(3), Fla. Stat. Such approval is deemed given when FCT approves and executes the purchase agreement for acquisition of the Project Site, farther described in paragraph VI -1.a. above. 3. All real property shall be obtained through a Voluntarily-Negotiated Transaction, as defined in Rule 9K- 9.002(42). The use of or threat of condemnation is not considered a Voluntarily - Negotiated Transaction. 4. Any invoices requested, along with proof of payment, shall be submitted to FCT and be in a detail sufficient for a proper audit thereof 5. Interest in the Project Site shall be titled in the Recipient. 6. The transfer of interest to the Recipient for the Project Site shall not occur until the requirements for the acquisition of lands, as specified in Section 380.50'7(11), Fla. Stat. and Rule Chapter 9K -10, F.A.C., have been fully complied with by the Recipient and FCT and the Recipient has complied with all Purchase Agreement requirements. 7. The deed transferring interest of the Project Site to the Recipient shall set forth the executory interest of the Board of Trustees of the Internal improvement Trust Fund. 08-002 WWI April 16, 2009 SMWW - GC -(_ VII. MANAGEMENT PLAN; ANNUAL STEWARDSffiP REPORT 1. Prior to the signature of the purchase agreement(s), closing(s) of the real estate transaction(s) and final disbursement of the FCT Award, the Recipient shall submit to FCT and have approved a Management Plan that complies with Rule 9K- 9.010, F.A.C. and addresses the criteria and conditions set forth in Articles VII, VIII, IX, X and XI berein. The Recipient is strongly urged to coordinate with FCT staff in order to ensure that FCT approval of the Management Plan occurs prior to the closing date of the real estate transaction(s) associated with the Project Site and the disbursement of the FCT Award. 2. The Management Plan explains how the Project Site will be managed to further the purposes of the project and meet the terms and conditions of this Agreement. The Management Plan shall include the following: a. An introduction containing the project name, location and other background information relevant to management b. The stated purpose for acquiring the Project Site as proposed in the Application and a prioritized list of management objectives. C. A detailed description of all proposed uses including existing and proposed physical improvements and the impact on natural resources. d. A scaled site plan drawing showing the Project Site boundary, existing and proposed physical improvements. e. A description of proposed educational displays and programs to be offered, if applicable. f. A schedule for implementing the development and management activities of the Management Plan. g. Cost estimates and funding sources to implement the Management Plan. 3. If the Recipient is not the proposed managing entity, the Management Plan shall include a signed agreement between the Recipient and the managing entity stating the managing entity's willingness to manage the site, the manner in which the site will be managed to further the purpose(s) of the project and the identification of the source of funding for management. In the event that the Recipient is a partnership, the Recipient shall also provide FCT with the interlocal agreement that sets forth the relationship among the partners and the fiscal and management responsibilities and obligations incurred by each partner for the Project Site as a part of its Project Plan. os- oo2-ww2 April 16, 2009 4. To ensure that future management funds will be available for the management of the site in perpetuity pursuant to Section 259.105 and Chapter 380, Part M, Fla.Stat., the Recipient(s) shall be required to provide FCT with Reasonable Assurance, pursuant to Rule 9K- 9.002(l.9), F.A.C., that it has the financial resources, background, qualifications and competence to manage the Project Site in perpetuity in a reasonable and professional manner. Where the Recipient is a Non- profit Working Waterfront Organization and does not include at least one Local Government partner, FCT will require the Recipient to establish a management endowment in an amount sufficient to ensure performance; and provide a guaranty or pledge by the Local Government, the Water Management District in which the project is located, or a managing agency of the Board of Trustees to act as a backup manager to assume responsibility for management of the Project Site in the event the Recipient is unable to continue to manage the Project Site. 5. The Recipient shall, through its agents and employees, prevent the unauthorized use of the Proj ect Site or any use thereof not in conformity withthe Management Plan approved by FCT. 6. All buildings, structures, improvements and signs shall require the prior written approval of FCT as to purpose. Major land alterations shall require the written approval of FCT. The approvals required from FCT shall not be unreasonably withheld upon sufficient demonstration that the proposed structures, buildings, improvements, signs or land alterations will not adversely impact the management of the Project Site. FCT's approval of the Recipient's Management Plan addressing the items mentioned herein shall be. considered written approval from FCT. 7. As required by Rule 9K- 9.012, F.A.C., eachyear after FCT closes on the Project Site, the Recipient shall prepare and submit to FCT an annual stewardship report that documents the progress made on implementing the Management Plan. VIDE. SPECIAL MANAGEMENT CONDITIONS In addition to the Management Plan conditions already described in this Agreement, which apply to all sites acquired with FCT funds, the Management Plan shall address the following conditions that are particular to the project site and result from either representations made in the application that received scoring points or observations made by FCT staff during the site visit described in Rule 9K- 9.007, F.A..C.: I . The future land use and zoning designations of the project site shall be changed to Working Waterfronts or other similar category. 2. A permanent recognition sign, at a minimum size of 3' x 4, shall be maintained at the entrance area of the project site. The sign shall acknowledge that the project site was purchased with funds from the Florida Communities Trust Program and the Recipient. 3. At closing, the existing submerged land lease will be transferred to the Recipient. 08402 -W'WI April 16, 2009 snRww — GC -g- 4. Prior to closing, the Recipient will provide a letter from the Department of Environmental Protection stating the current land owner is in compliance with Chapters 253, 258, 373 Part TV and 403 Florida Statutes and the submerged land lease for all facilities or structures on the Project Site that are located over state sovereignty submerged land and that applicable fees or wetshp certification forms are current or that the facilities or structures are not subject to a state sovereignty submerged land lease. 5. Annually the Recipient will provide a letter from the Department of Environmental Protection stating the Recipient is in compliance with Chapters 253, 258, 373 Part N and 403 Florida Statutes and the submerged land lease for all facilities or structures on the Project Site that are located over state sovereignty submerged land and that applicable fees or wetslip certification forms are current or that the facilities. 6. The Recipient will obtain an environmental resource permit or wetland resource permit and rebuild the existing dilapidated docking facility at the project site. 7. The existing buildings on the project site will be used as a working waterfront building. 8. The Recipient will obtain an environmental resource permit or wetland resource permit and rebuild the existing boat ramp at the project site. 9. The Recipient will set aside a storage area for traps, nets, or other gear need for commercial fishing or aquaculture operations. 10. Permanent structured displays of artifacts and other items shall be provided that provides information about the economic, cultural or historic heritage of Florida's traditional Working Waterfronts. 11. Interpretive kiosk or signs shall be provided that educate the public about the economic, cultural, or historic heritage of Florida's traditional Working Waterfronts. M DECLARATION OF RESTRICTIVE COVENANTS REQUIREMENTS IMPOSED BY CHAPTER 259 AND CHAPTER 380, PART III, FLA. STAT. I . Each parcel in the Project Site to which the Recipient acquires interest shall be subject to a Declaration of Restrictive Covenants describing the parcel and containing such covenants and restrictions as are, at a minimum, sufficient to ensure that the use of the Project Site at all times complies with Sections 375.051 and 380.510, Fla. Stat.; Section I l(e), Article VII of the Florida Constitution; the applicable bond indenture under which the Bonds were issued; and any provision of the Internal Revenue Code or the regulations promulgated thereunder that pertain to tax exempt bonds. The Declaration of Restrictive Covenants shall contain clauses providing for the conveyance of interest to the Project Site to the Trustees, or a Nonprofit Working Waterfront Organization or government entity, upon failure to comply with any of the covenants and restrictions, as further described in paragraph 3. below. os- 002 -wwz April 16, 2009 sMww- cC -9- 2. The Declaration of Restrictive Covenants shall also restate the conditions that were placed on the Project Site at the time of project selection and initial grant approval. The Declaration of Restrictive Covenants shall be executed by FCT and the Recipient at the time of the closing of the Project Site and shall be recorded by the Recipient in the county(s) in which the Project Site is located. 3. If any essential term or condition of the Declaration of Restrictive Covenants is violated by the Recipient or by some third party with the knowledge of the Recipient, the Recipient shall be notified of the violation by written notice given by personal delivery, registered mail or registered expedited service. The recipient shall diligently commence to cure the violation or complete curing activities within thirty (30) days after receipt of notice of the violation. If the curing activities can not be reasonably completed within the specified thirty (30) day time frame, the Recipient shall submit a timely written request to the FCT Program Manager that includes the status of the current activity, the reasons for the delay and a time frame for the completion of the curing activities. FCT shall submit a written response within thirty (30) days of receipt of the request and approval shall not be unreasonably withheld. It is FCT's position that all curing activities shall be completed within one hundred twenty (120) days of the Recipient's notification of the violation. However, if the Recipient can demonstrate extenuating circumstances exist to justify a greater extension of time to complete the activities, FCT shall give the request due consideration. If the Recipient fails to correct the violation within either (a) the initial thirty (30) daytime frame or (b) the time frame approved by FCT pursuant to the Recipient's request, all interest in the Project Site shall be conveyed to the Trustees unless FCT negotiates an agreement with another local government, Nonprofit Working Waterfront Organization, Water Management District in which the project is located, or a managing agency of the Board of Trustees who agrees to acceptinterest and manage the Project Site. FCT shall treat such property in accordance with Section 380.508(4)(e), Fla Stat. X. GENERAL OBLIGATIONS OF THE RECIPIENT AS A CONDITION OFPROJECT FUNDING I . The interest acquired by the Recipient in the Project Site shall not serve as security for any debt of the Recipient. 2. If the existence of the Recipient terminates for any reason, interest to the Project Site shall be conveyed to the Trustees unless FCT negotiates an agreement with another local government, Nonprofit Working Waterfront Organization, Water Management District in which the project is located, or a managing agency of the Board of Trustees who agrees to accept interest and manage the Project Site. 3. Following the acquisition of the Project Site, the Recipient shall ensure that the future land use and zoning designation assigned to the Project Site is for a category dedicated to working waterfronts. If an amendment to the applicable comprehensive plan is required, the amendment shall be proposed at the next comprehensive plan amendment cycle available to the Recipient subsequent to the Project Site's acquisition. 08-002 -ww1 April 16, 2009 SN ww -cC -10- 4. FCT staff or its duly authorized representatives shall have the right at any time to inspect the Project Site and the operations of the Recipient at the Project Site. 5. The Project Site shall permanently contain one sign recognizing FCT's role in the acquisition of the Project Site. NI. OBLIGATIONS OF THE RECIPIENT RELATING TO THE USE OF BOND PROCEEDS 1. FCT is authorized by Section 380.510, Fla. Slat. to impose conditions for funding on the Recipient in order to ensure that the project complies with the requirements for the use of Florida Forever Bond proceeds including, without limitation, the provisions of the Internal Revenue Code and the regulations promulgated thereunder as the same pertain to tax exempt bonds. 2. The Recipient agrees and acknowledges that the below listed transactions, events, and circumstances may have negative legal and tax consequences under Florida law and federal income tax law. The Recipient further agrees and acknowledges that these disallowable activities may be allowed up to a certain extent based on guidelines or tests outlined in the Federal Private Activity regulations of the Internal Revenue Service: a. any sale or lease of any interest in the Project Site to a non - governmental person or organization; b. the operation of any concession on the Project Site by a non - governmental person or organization; C. any sales contract or option to buy or sell things attached to the Project Site to be severed from the Project Site with a non - governmental person or organization; d. any use of the Project Site by a non - governmental person other than in such person's capacity as a member of the general public; C. any change in the character or use of the Project Site from that use expected at the date of the issuance of any series of Bonds from which the disbursement is to be made; f. a management contract for the Project Site with a non - governmental person or organization; or g, such other activity or interest as may be specified from time to time in writing by FCT to the Recipient. 3. If the Project Site, after its acquisition by the Recipient and/or the Trustees, is to remain subject to any of the disallowable activities, the Recipient shall provide notice to FCT, as 08- 002Ww1 April 16, 2009 s141ww - GC -11- provided for in paragraph V.1., at least sixty (60) calendar days in advance of any such transactions, events or circumstances, and shall provide to FCT such information as FCT reasonably requests in order to evaluate for approval the legal and tax consequences of such disallowable activities. 4. In the event that FCT determines at any time that the Recipient is engaging, or allowing others to engage, in disallowable activities on the Project Site, the Recipient shall immediately cease or cause the cessation of the disallowable activities upon receipt of written notice from FCT. In addition to all other rights and remedies at law or in equity, FCT shall have the right to seek temporary and permanent injunctions against the Recipient for any disallowable activities on the Project Site. DELEGATIONS AND CONTRAC'T'UAL ARRANGEMENTS BETWEEN THE RECIPIENT AND OTHER GOVERNMENTAL BODIES, NONPROFIT ENTITIES OR NON GOVERNMENTAL PERSONS FOR USE OR MANAGEMENT OF THE PROJECT SITE WILL IN NO WAY RELIEVE THE RECIPIENT OF THE RESPONSIBILITY TO ENSURE THAT THE CONDITIONS IMPOSED HEREIN ON THE PROJECT SITE AS A RESULT OF UTILIZING BOND PROCEEDS TO ACQUIRE THE PROJECT SITE ARE FULLY COMPLIED WITH BY THE CONTRACTING PARTY. XQ.. RECORDKEEPING; AUDIT REQUIREMENTS 1. The Recipient shall maintain financial procedures and support documents, in accordance with generally accepted accounting principles, to account for the receipt and expenditure of funds under this Agreement. These records shall be available at all reasonable times for inspection, review or audit by state personnel, FCT and other personnel duly authorized by FCT. "Reasonable" shall be construed accordingto the circumstances, but ordinarily shall mean the normal business hours of 8:00 am. to 5:00 p.m., local time, Monday through Friday. 2. If the Recipient expends a total amount of State financial assistance equal to or in excess of $500,000 in any fiscal year of such Recipient, the Recipient must have a State single or project - specific audit for such fiscal year in accordance with Section 215.97, Fla. Stat., the applicable Hiles of the Executive Office of the Governor and the Comptroller and Chapter 10.550 (local government entities) or Chapter 10.650 (nonprofit organizations), Rules of the Auditor General. In determining the State financial assistance expended in its fiscal year, the Recipient shall consider all sources of State financial assistance, including State funds received from FCT, other state agencies and other non -state entities. State financial assistance does not include Federal direct or pass - through awards and resources received by a non -state entity for Federal program matching requirements. The funding for this Agreement was received by FCT as a grant appropriation. In connection with the audit requirements addressed herein, the Recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Fla. Stat. This includes submission of a reporting package as defined by Section 215.97(2)(d), Fla_ Stat. and Chapter 10.550 (local government entities) or 10.650 (nonprofit organizations), Rules of the Auditor General.. 08- 002- -ww1 April 26, 2009 sbiww - GC -12- It may be necessary for the Recipient to amend prior fiscal year audits to account for receiving the FCT grant funds because the determining factor of when the expenditure must be accounted for is when the expenditure is made, not the signing of this agreement. Per Department of Financial Services Rule 69I- 5.004(2)(a), Florida Administrative Code, the determination of when State financial assistance is expended should be based on when the activity occurs (the activity pertains to events that require the nonstate entity to comply with contracts or agreements, such as expenditure transactions associated with grants.) Additional prior fiscal year expenditures of State financial assistance should be added to total expenditures of State financial assistance previously reported for the prior fiscal year to determine if the threshold was exceeded. If so, the nonstate entity should take appropriate action to provide for an audit for the prior fiscal year in accordance with the Florida Single Audit Act. 3. If the Recipient expends less than $500,000 in State financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Fla. Stat. is not required. if the Recipient elects to have an audit conducted in accordance with the provisions of Section 215.97, Fla_ Stat., the cost of the audit must be paid from non -State funds (i.e., the cost of such an audit must be paid from Recipient funds not obtained from a State entity). 4. The annual financial audit report shall include all management letters, the Recipient's response to all findings, including corrective actions to be taken, and a schedule of financial assistance specifically identifying all Agreement and other revenue by sponsoring agency and agreement number. Copies of financial reporting packages required under this Article shall be submitted by or on behalf of the Recipient directly to each of the following: Department of Community Affairs (at each of the following addresses): Office of Audit Services 2555 Shumard Oak Boulevard Tallahassee, Florida 32399 -2100 and Florida Communities Trust 2555 Shumard Oak Boulevard Tallahassee, Florida 32399 -2100 State of Florida Auditor General at the following address: Auditor General's Office Room 401, Claude Pepper Building 111 West Madison Street Tallahassee, Florida 32302 -1450 5. If the audit shows that any portion of the funds disbursed hereunder were not spent in accordance with the conditions of this Agreement, the Recipient shall be held liable for reimbursement to FCT of all funds not spent in accordance with the applicable regulations and 08- 002--,%Vwl April 16, 2009 sMww — GC -13- Agreement provisions within thirty (30) days after FCT has notified the Recipient of such non- compliance. 6. The Recipient shall retain all fwancial records, supporting documents, statistical records and any other documents pertinent to this Agreement for a period of five (5) years after the date of submission of the final expenditures report. However, if litigation or an audit has been initiated prior to the expiration of the five -year period, the records shall be retained until the litigation or audit findings have been resolved. 7. The Recipient shall have all audits completed in accordance with Section 215.97, Fla. Stat. performed by an independent certified public accountant ("1PA") who shall either be a certified public accountant or a public accountant licensed under Chapter 473, Fla. Stat. The IPA shall state that the audit complied with the applicable provisions noted above. XM. DEFAULT; REMEDIES; TERMINATION 1. if the necessary funds are not available to fund this Agreement as a result of action by the Florida Legislature or the Office of the Comptroller, or if any of the events below occur ("Events of Default "), all obligations on the part of FCT to make any further payment of funds hereunder shall, if FCT so elects, terminate and FCT may, at its option, exercise any of its remedies set forth herein, but FCT may make any payments or parts of payments after the happening of any Events of Default without thereby waving the right to exercise such remedies, and without becoming liable to make any further payment. The following constitute Events of Default. a. If any warranty or representation made by the Recipient in this Agreement, any previous agreement with FCT or in any document provided to FCT shall at any time be false or misleading in any respect, or if the Recipient shall fail to keep, observe or perform any of the terms or covenants contained in this Agreement or any previous agreement with FCT and has not cured such in timely fashion, or is unable or unwilling to meet its obligations thereunder; b. If any material adverse change shall occur in the financial condition of the Recipient at any time during the term of this Agreement from the financial condition revealed in any reports filed or to be filed with FCT, and the Recipient fails to cure said material adverse change within thirty (30) days from the date written notice is sent to the Recipient by FCT; C. If any reports or documents required by this Agreement have not been timely submitted to FCT or have been submitted with incorrect, incomplete or insufficient information; or d. If the Recipient fails to perform and complete in timely fashion any of its obligations under this Agreement. 08-002-WWI April 16, 2009 sMWw - GC -14- 2. Upon the happening of an Event of Default, FCT may, at its option, upon thirty (3 0) calendar days from the date written notice is sent to the Recipient by FCT and. upon the Recipient's failure to timely cure, exercise any one or more of the following remedies, either concurrently or consecutively, and the pursuit of any one of the following remedies shall not preclude FCT from pursuing any other remedies contained herein or otherwise provided at law or in equity: a. Terminate this Agreement, provided the Recipient is given at least thirty (30) days prior written notice of such termination. The notice shall be effective when placed in the United States mail, first class mail, postage prepaid, by registered or certified mail -return receipt requested, to the address set forth in paragraph V.2. herein; b. Commence an appropriate legal or equitable action to enforce performance of this Agreement; C. Withhold or suspend payment of all or any part of the FCT Award; d. Exercise any corrective or remedial actions, including, but not limited to, requesting additional information from the Recipient to determine the reasons for or the extent of non - compliance or lack of performance or issuing a written warning to advise that more serious measures may be taken if the situation is not corrected; or e. Exercise any other rights or remedies which may be otherwise available under law, including, but not limited to, those described in paragraph IX.3. 3. FCT may terminate this Agreement for cause upon written notice to the Recipient. Cause shall include, but is not limited to: fraud; lack of compliance with applicable rules, laws and regulations; failure to perform in a timely manner, failure to make significant progress toward the closing(s) of the real estate transaction(s) and Management Plan approval; and refusal by the Recipient to pen-nit public access to any document, paper, letter, or other material subject to disclosure under Chapter 119, Fla.Stat., as amended. Appraisals, and any other reports relating to value, offers and counteroffers are not available for public disclosure or inspection and are exempt from the provisions of Section 119.07(1), Fla. Stat. until a Purchase Agreement is executed by the Owner(s) and Recipient and conditionally accepted by FCT, or if no Purchase Agreement is executed, then as provided for in Sections 125.355(1)(a) and 166.045(1)(a), Fla, Stat. 4. FCT may terminate this Agreement when it determines, in its sole discretion, that the continuation of the Agreement would not produce beneficial results commensurate with the further expenditure of fiords by providing the Recipient with thirty (3 0) calendar days prior written notice. 5. The Recipient may request termination of this Agreement before its Expiration Date by a written request fully describing the circumstances that compel the Recipient to terminate the project. A request for termination shall be provided to FCT in a manner described in paragraph V.1. o"OZ -wwx April 16, 2009 sA4ww -cc -15.' XIV. LEGAL AUTHORIZATION 1. The Recipient certifies with respect to this Agreement that it possesses the legal authority to receive funds to be provided under this Agreement and that, if applicable, its governing body has authorized, by resolution or otherwise, the execution and acceptance of this Agreement with all covenants and assurances contained herein. The Recipient also certifies that the undersigned possesses the authority to legally execute and bb-id the Recipient to the terms of this Agreement. XV. STANDARD CONDITIONS I - This Agreement shall be construed under The laws of the State of Florida, and venue for any actions arising out of this Agreement shall lie in Leon County. If any provision hereof is in conflict with any applicable statute or rule, or is otherwise unenforceable, then such provision shall be deemed null and void to the extent of such conflict and shall be severable, but shall not invalidate any other provision of this Agreement. 2. No waiver by FCT of any right or remedy granted hereunder or failure to insist on strict performance by the Recipient shall affect or extend or act as a waiver of any other right or remedy of FCT hereunder, or affect the subsequent exercise of the same right or remedy by FCT for any further or subsequent default by the Recipient. Any power of approval or disapproval granted to FCT under the terms of this Agreement shall survive the terms and life of this Agreement as a whole. 3. The Recipient agrees to comply with the Americans With Disabilities Act (Public Law 101.336, 42 U.S.C. Section 12101 et seq.), if applicable, which prohibits discrimination by public and private entities on the basis of disability in the areas of employment, public accommodations, transportation, State and local goverment services, and in telecommunications. 4. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit lease bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of Category Two for a period of thirty -six (36) months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. 5. No funds or other resources received from FCT in connection with this Agreement may be used directly or indirectly to influence legislation or any other official action by the Florida Legislature or any state agency. 08-002-WWI April 16, 2009 SM" - GC -16- This Grant Contract embodies the entire agreement between the parties. IN WITNESS WHEREOF, the parties hereto have duly executed this Grant Contract. REV `c� N By J`— Chuck Nelson, Chairman As approved by the Board on 5/19/09 ATTEST By: Scott Ellis, Clerk of ourt form and content: C sist mt County Attorney April !6, 2009 SMW W - GC -17- FLORIDA �0� S TRUST Ken Reecy Community Program Manager Date: (' z .0 Approve as o Form and Legality: By: Kristen L. Coons, Trust Counsel Contract No. O- CT C1- dg- F$- 41.02. FCT Project No: 08- 002 -WWI CONFIDENTIALITY AGREEMLNT This is a Confidentiality Agreement ( "Agreement ") pursuant to Rule 9K- 10.005(3), Florida Administrative Code (F.A.C.). Parties to the Confidentiality Agreement: BREVARD COUNTY ( "Recipient "), a local government of the State of Florida, and the FLORIDA COMMUNITIES TRUST ("FCT'), a non - regulatory agency within the Department of Community Affairs. Parcels Covered by this Agreement: This Agreement covers all parcels identified as part of the project site in SMWW application 08- 002 -WW1 that was selected for funding and is governed by a Grant Contract for FCT Project Number 08- 002 -WWI ( "Project Site "). Confidentiality: a) Pursuant to Rule 9K -1 0.002(8), F.A.C., the term "Confidential' refers to information that shall not be available for public disclosure or inspection and is exempt from the provisions of Section 119.07, Florida Statutes (F.S.). b) The Recipient and its agents shall maintain the confidentiality of all appraisals, offers, and counteroffers as required by Section 125.355(1)(a), F.S., for counties, or Section 166.045(l)(a), F.S., for municipalities, and Chapter 9K -10, F.A.C. The Recipient may disclose such confidential information only to the individuals listed herein below. c) Requests to add persons to the disclosure list shall be made in writing. Upon the written consent of the FCT Community Program Manager, the Recipient shall execute an Addendum to the Agreement. All confidentiality requirements outlined above shall apply to individuals added to the list. d) The undersigned board members and staff of the Recipient and its agents, if any, agree to maintain the confidentiality of appraisal information, offers and counter -offers concerning FCT Project Number 08- 002 -WWI, as required by Section 125.355 (1)(a), F.S., for counties or Section 166.045 (1)(A), F.S., for municipalities, Chapter 9K -10, F.A.C., and this Confidentiality Agreement between the Recipient and FCT. Page 1 of 2 e) The undersigned certify that they have no legal or beneficial interest in the Project Site. Date 310 q n� Recipient Board Member, Staff or Agent Name Stockton Whitten. Interim Co M£ Mel Scott, Assistant Co. Mir. Ernie Brown, Director, NEW Greg Lugar, Dir Econ. & Fin. Pr Scott Knox. Cco—M Attorney Scott Ellis Clerk of the Court Signature Robin Sobrino Dir. Planning & Dev Holly Pardi Public Works Office Matt Culver Natural Res. Mgt Off. Carie ExI 0 Clerk of Court Off. Trudie Infantini, Commissionerr ID-3 BREVARI C0JJNTY By: (?4J, Title: Chuck Nelson, Chairman As approved by the Board on Date: May 19, 2009 A oved as to fo and legality: By: Christine Lepore, Title: Assistant County Attorney FLORIDA COMMUNITIES TRUST By: Ken Reecy Community Program Manager Date: ATTEST: rage2 oil 08- 002 -WW1 Scott Ellis, Clerk of Court Approved as to form and legality: By: Kristen L. Coons Title: Trust Counsel VI C Replacement pg. LEASE ASSUMPTION AGREEMENT ATTACHMENT 8 This Agreement made and entered into this day of 2010, by and between WILLIAM C. NORWOOD dba DOC'S BAIT HOUSE hereinafter referred to as 'Tenant," and the BOARD OF COUNTY COMMISSIONERS OF BREVARD COUNTY, FLORIDA, a political subdivision to the State of Florida, hereinafter referred to as "County." WITNESSETH: WHEREAS, the County intends to purchase and maintain a Historic Working Waterfront known as the Blue Crab Cove in accordance with the Florida Communities Trust Stan Mayfield Working Waterfront Grant (hereinafter "the Grant ") for the purpose of providing public access, maintaining and preserving commercial fisheries and associated water dependent activities in Brevard and providing education regarding the historic and economic importance of these activities for the general public; and WHEREAS, the property will be subject to a dDeclaration of rRestrictive sCovenants recorded in the Official Records of Brevard County and a management plan pursuant to the requirements of the grant contract; and WHEREAS, all activities by Landlord and Tenant shall be consistent with the Stan Mayfield Working Waterfront Grant Contract signed May 19, 2009 attached hereto as Exhibit "B" and the Declaration of Restrictive Covenants and the state approved Management Plan required by the Grant contract; and WHEREAS, the Blue Crab Cove property is currently occupied by two tenants each of whom operate water dependent and fishery related businesses meeting the intent of the Grant; and, WHEREAS, the County is working to allow both businesses to remain in place for a period of time to ensure the viability of the commercial fishery benefit; and WHEREAS, the County wishes to assume the existing lease between Seller, Merritt Island Land Trust and the Tenant,Doc's Bait House, attached hereto as Exhibit "A"; and WHEREAS, the County wishes to assure that the tenant, Doc's Bait House agrees to operate the business as a Historic Working Waterfront subject to the Stand Mayfield Working Waterfront Grant Contract a copy of which is attached hereto as Exhibit "B" any state approved Management Plan and the proposed deed restrictions shown required by the Grant, and WHEREAS, the existing lease provides for payment of upon renewal and that term, current market rate, requires clarification; and WHEREAS, the duties between the parties also require clarification, NOW, THEREFORE, in consideration of the covenants herein contained, it is mutually agreed between the parties as follows: 1. The recitals above are hereby incorporated into this agreement. 2. The lease between Merritt Island Land Trust and Doc's Bait House dated February 6, 2010 and attached hereto as Exhibit "A" is hereby assumed by Brevard County as the Landlord. The parties agree to the additional terms and clarifications provided herein as an amendment to the lease agreement assumed. 3. The paragraph relating to the term of the lease currently states: The term of this Lease will be from 18 February, 2010 until 17 February, 2015. If Tenant is in full compliance with all of the terms of this Lease at the expiration of this term, and if the Tenant remains as tenant after the expiration of this Lease with the consent of the Landlord but without signing a new lease, a new year to year tenancy will be created with the same terms and conditions as this Lease, except that the rent shall be at the current market rate in each year and such new tenancy may be terminated by ninety (90) days written notice from either the Tenant or the Landlord. The following language is added Current market rate is defined as the lease rates charged by the Canaveral Port Authority for property. There are different lease rates charged by the Canaveral Port Authority for different areas in the Port's jurisdiction. The rate charged pursuant to this agreement shall change based on the construction of waterfront improvements defined in the management plan. Specifically, if the waterfront improvements described in the management plan have not been 2 completed, the current market rate rental for Doc's Bait House shall be the Port Canaveral lease rate for Marinas/Fishing Fleet, currently $9.20 per sq ft, or whatever that amount is determined to be by the Canaveral Port Authority at the time of renewal, if any. If the prescribed waterfront improvements described in the management plan are substantially completed, the current market rate for Doc's Bait House rental will be the cove rate along the Port's bulkhead, currently, $2.60 per sq. ft, or whatever that amount is determined to be by the Canaveral Port Authority for the bulkhead area at the time of renewal, if any. 4. PAYMENT DELIVERY. The Tenant, in transmitting payments to the County hereunder, shall make all checks payable to Brevard County Board of County Commissioners, in care of Natural Resources Management Office, 2725 Judge Fran Jamieson Way, Building A, Room 219, Viera, Florida 32940. 5. RIGHT TO AUDIT RECORDS, ACCOUNTING PROCEDURES AND REPORTS. In the performance of this Agreement, the Tenant shall keep books, records, and accounts of all activities, related to the Agreement, in compliance with generally accepted accounting procedures. Books, records and accounts related to the performance of this Agreement shall be open to inspection during regular business hours by an authorized representative of the County upon reasonable advance notice and shall be retained by the Tenant for a period of three years after termination of this agreement. The Tenant shall cooperate with and provide the County, or its duly authorized representative, any information or reports concerning its activities, income, revenues, expenses, and disbursements as may be necessary under the provisions of the Grant or as otherwise may reasonably be required, when so requested. 6. PUBLIC RECORDS. All records or documents created by the Tenant, or provided to the Tenant by the County, in connection with the activities or services provided by the Tenant under the terms of this Agreement, are public records and the Tenant agrees to comply with any request for such public records or documents made in accordance with Section 119.07, Florida Statutes. 7. COPYRIGHT. No reports, data, programs or other material produced, in whole or in part for the benefit and use of the County, under this Agreement, shall be subject to copyright by Tenant in the United States or any other Country. 3 8. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 9. OPERATION AND MAINTENANCE. In addition to the duties provided in the existing lease, Tenant shall comply with all requirements of the Stan Mayfield Working Waterfront Grant contract attached hereto and incorporated herein as Exhibit B and any state approved Management Plan and deed restrictions required by that grant contract. 10. COUNTY OBLIGATIONS. The County's obligations generally remain as defined by the lease being assumed. The Landlord and the Tenant acknowledge that the payment of sales tax in not addressed in the lease, but the Landlord has been paying the sales tax. As the new Landlord the County acknowledges the obligation to pay the sales tax. In addition, clarification is provided herein, that the County shall take no action to eliminate the existing ambient water circulation system to ensure live seafood viability. 11. IMPROVEMENTS. The Tenant agrees that all requests for improvements and /or changes will be submitted, in writing, for prior approval, to the Director, and if necessary, to the Brevard County Planning and Development Department, the Brevard County Public Health Department, or any other governmental agency requiring approval. The Tenant agrees that any and all improvements and /or changes once approved will be at the expense of the Tenant. It is hereby mutually agreed and understood that all fixtures permanently attached to the Premises shall become and remain the property of the County. At the time that the County approves the improvements, the County and the Tenant shall agree as to whether the improvements are fixtures which shall remain the County's property at the end of this Agreement or any extension renewal hereof. The Tenant shall ensure that any contractor which the Tenant may hire to perform any construction, renovation, or repairs to the Premises, shall not be entitled to file any liens, mechanic's or otherwise, against the Premises or any County property to secure the contractor's M interests or payments. Any contract which the Tenant signs or executes with a contractor shall include a provision which requires the contractor to waive the right to file any such liens against County property and a provision which requires the contractor to include the same waiver by any subcontractor which the contractor may hire in an agreement /contract the contractor executes with the subcontractor. Minor work, not required to be performed by a licensed contractor per County code, may be performed by the Tenant. 12. INDEMNIFICATION AND INSURANCE. In addition to provision 12 of the lease, the Tenant agrees that it will indemnify and save harmless the County from any and all liability claims, damages, losses, expenses including attorney's fees, proceedings, and causes of action of every kind and nature, arising out of or in connection with the Tenant's use, occupation, management, or control of the Premises, or any improvements thereon, or the furniture, furnishings, equipment and fixtures used in connection with the Premises. The Tenant agrees that it will, at its own expense, defend any and all actions, suits, or proceedings, which may be brought against the County in connection with the Tenant's use, occupation, management, or control of the Premises. The Tenant agrees that it will satisfy, pay and discharge any and all judgments that may be entered against the County in any such action or proceeding. The parties agree that specific consideration has been paid for this hold harmless /indemnification agreement. Insurance policies provided under the existing lease shall provide that the County shall be entitled to thirty (30) days prior written notice (instead of 10 day notice provided in the lease) of any changes in or cancellation of such policies and shall name the County as an additional insured. A certificate of insurance indicating that the Tenant has coverage in accordance with the requirements of the lease agreement shall be furnished by the Tenant to the Director within ten (10) days from the date of the execution of this Agreement. The certificate shall include an endorsement specifically providing coverage for the Tenant's liability for indemnifying the County the lease and this assumption agreement. 5 13. ASSIGNMENT. The Tenant, its successors, assigns, and representatives, agree not to assign or sublease the leased Premises, any part thereof, or any right or privilege connected therewith, or to allow any other person, except the Tenant's agents or employees, to occupy the Premises or any part thereof, without first obtaining the County's written consent and the written consent of the Florida Communities Trust. The County expressly covenants that such consent shall not be unreasonably or arbitrarily refused. One consent by the County shall not constitute consent to any subsequent assignment, sublease or occupation by other persons or parties. The Tenant's unauthorized assignment, sublease or license to occupy shall be void, and shall be subject to termination of this Agreement at the County's option, pursuant to Paragraph 9. The Tenant's interest in this Agreement is not assignable by operation of law, nor is any assignment of its interest herein, without the County's written consent. Any approved assignment shall be subject to all the terms of this assumption agreement. 14. ATTORNEY'S FEES. In the event of any legal action to enforce the terms of this contract, each party shall bear its own attorney's fees and costs. 15. VENUE. Venue for any legal action brought by any party to this Agreement to interpret, construe, or otherwise enforce this Agreement shall be in a court of competent jurisdiction in and for Brevard County, Florida, and any trial shall be non jury. 16. GOVERNING LAW. This Agreement shall be deemed to have been executed and entered into within the State of Florida, and this Agreement and any dispute arising hereunder, shall be governed, interpreted, and construed according to the laws of the State of Florida. 17. NOTICE. Notice under this Agreement shall be given to the County by delivering written notice to the Director, Brevard County Natural Resources Management Office, 2725 Judge Fran Jamieson Way, Viera, Florida 32940 and notice shall be given to the Tenant by delivering written notice to Ric Griffis, 580 West Merritt Island Causeway, Merritt Island, Florida 32952. 18. UNAUTHORIZED ALIEN WORKERS. The County shall consider the employment by the Tenant of unauthorized aliens a violation of Section 274A(e) of the INA. Such violation by the A Tenant of the employment provisions contained in Section 274A(e) of the INA shall be grounds for unilateral cancellation of this Agreement by the County. 19. PUBLIC ENTITY CRIMES. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount provided in S. 287.017 for CATEGORY TWO for a period of thirty six (36) months from the date of being placed on the convicted vendor list. 20. COMPLIANCE WITH STATUTES. The Tenant shall promptly execute and comply with all statutes, ordinances, rules, orders, regulations and requirements of all local, State and Federal governmental bodies applicable to the Premises, or for the correction, prevention and abatement of nuisances or other grievances in, upon or connected with the Premises, during the term of this Agreement. 21. MUSIC PERFORMANCE. The Tenant shall not use, play or perform copyrighted music, video or other material without appropriate licensing or other permission. The Tenant shall be solely responsible for obtaining appropriate licensing or permission to use, play or perform copyrighted music, video or other material. The use or performance of copyrighted music, video or other material without appropriate licensing or other permission shall constitute a breach of this Agreement. The Tenant agrees to indemnify and hold harmless the County from damages for unauthorized use or performance of copyrighted music. 7 N WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the day and year first above written. ATTEST: Scott Ellis, Clerk Reviewed for legal form and content: Deputy County Attorney WITNESS: BOARD OF COUNTY COMMISSIONERS OF BREVARD COUNTY, FLORIDA Mary Bolin, Chairman AS APPROVED BY THE BOARD ON: TENANT: William C. Norwood dba Doc's Bait House William C. Norwood Approval of lease and lease assumption and finding of compliance with applicable regulations Florida Communities Trust Ken Reecy as Community Program Manager R EXHIBIT 91A" C;cmmerdal Lease _-� Msfri 'Islan�•L.and7rttst This Lease is inade oil G February 201 0,•bgyV en lw nWskrnd =r ctitt Cetn} »ty a Florida Corporation Landlord, of 580 W. Merritt Island Causeway, Merritt Island, Florida 32954 acrd, Wi llittnr C, Norwood, dba. Doo's Bait House, Tenant, of 588 W. Merritt island Causeway Merritt Island, Florida 32951,, State of Florida. I.'ftle LandlotA agrees to rent to the Tenant and the Tenant agrees to rent from the Landlord the following ismperty. The building known as "Does Bait House" and that parcel of land lying ten feet (10) immediately west of the building together with die dock area irthnhediately behind anti to the north of the building. Leas Area and common parking in non leased or business operations is identified in Exhibit "A " -� The rental payments will be $1- 3 . t tnorlth all(] will be payable by the Tenant to rho Land lord oil the Ss' day of each month, beginning oil 5 March 2010. if any rental payment is not paid within five (5) days of its due date, the Tenant agrees to pay an additional late charge of 5% (five percent) of the Mental payment due. 2., The term of this Lease will be front 18 Febma►y 2010, until 17 Felixtia 2 5. IfTenant is in f ll compliance and if�;� with All of the terms of this Lease at the expiration of this term, 'I er ►tali s #tall Hnvt� tl� eptia+i to-raatlotr�il }in e for* �trtr�it�csalttl�t�rt�= ff�re- }���5-}, Witlr�tl- ter�tS, x+ tt�et�ditaeir< s- of�ii &iveas�+asr�firil�;- tlro�arraas 4xc��t- tl�lt -��„ { S'�rit sitme-knns-6ut aimPrrl�et rntcfor tMtz� the Tenant re;nrains as tenant after tw1ancy, 'ration of this Lease new Year toe r with die consent of the Landlord but without signing a near lease, a *Ttent h-t"11 h will be c reated with the rent shall be at current market rate in each year and such f the same terns and conditions as this Lease, except that sueii new tenancy may be terminated by ninety (90) days written notice from either the Tenant or the Landlord. Flat a earitimttrtiflrr of- tihnt- t�airlg -txttd F nc�l of�the 70'Ose. The Tenant has ihai(i tiha Landlord a security delx)sit of S 100.00. This security deposit will beheld as semirity for the repair of any darhiabes to the property by the'1'enant. This deposit will be ft-turned to the Tenant within ten (10) days of the termination of this Lease, minds any amounts needed to repair the property, Imt will 7ut interest. $1530.00, 3 Sr The Tenant has paid the Landlord an additional month's Will in the amount of $i ;686:0. This rent deposit will be held as security for the payment of rent by the Tenant. This rent payment deposit will be returtttxl to Clio Tenant within ten (10) days of the tenhlirhation of this Lease, mirtus any rent still due upon termination, bat without interest. amnwtl tnl C/ V 4 fh Tho Tenant agrees to use the property only for the purpose or carrying on the following lawfbl business: The business as presently eanstituted, Thera will be no sale or preparation of food on the property or in the building without the consent of the landlord. This clause does not restriot the sale or consumption, on or about the property, of prepaciaged or plenio type food. Food may be purchased from the "Crab Shack" and eaten on the property. 5 -7. The Landlord agrees that the Tenant may install the following equipment and fixhires for the purpose of operating the Tenant's business and that such equipment and fixtures shall temairt the property ofthe Tenant: A list of Tenant's property will bar prepared by Tenant and submitted to the f andlord. Tenant, upon notification to the Landlord, may from tune to time add to this fist. 6-8. The Tenant has Inspected the property and has found it satisfactory for its intended purposes. The Landlord shall be responsible for the repair and upkeep of tho exterior of the property, including tho roof, exterior walls, parking areas, landscaping, and building foundation. The Tenant shall be responsible for the repair and upkeep of the Interior ofthe property, Including all electrical, mechanical, plumbing, heating, cooling, or any other system or equipment on the property. Tenant agrees to maintain the interior ofthe property and tho surrounding outside area In a clean, safe, and sanitary manner and not to make any alterations to the property without the Landlord's written consent. At the termination of this Lease, the Tenant agwxs to leave the property in the some condition as when it was reca lved,execpt for normal wear and (car. Tenant also agrees to comply with all niles, laws, regulations and ordinatim affecting the property or the business activities ofthe Tenant. 741lie Tenant agrees to obtain and pay for all necessary utilities for tine property. 840, Tho T cnant agrees not to sublet the property or assign this Lease without the Landlord's written consent, which shall not be unreasonably withheld. Tenant agrees to allow the Landlord reasonable access to the property for lnspcctiorn and repair. Landlord agrees to enter the property only of or notll�l ng the Tenant in advance, except in an emergency. 9 A If the Tenant fails to pay the rent on time or violates any other terms of this Lease, the Landlord will provide Nvtliten notice of the violation or default, allowing 15 business days to correct the violation or default, If the violation or default is not completely cormeted within the time proscribed, the l.,andlord may extend the time or will have the right to terminate this Lease with 30 days notice and in accordance with state law. Upon termination of this Lease, the Tenant agrees to surrender possession of rite property. The Landlord will also have the right to re -enter the property turd tako possession of it. remove Tenant and any equipment or possessions of Tenant, and to take advantage ofany other legal remedies available. 1012. The Landlord agrees to carry fire and casualty insurance on the property, but shall hove no liability for the operation ofthe Tenant's business. The Tenant agrees not to do anything that will Increase the Landlord's insrm nee premiums and, further agrees to lndemnit� and hold the Landlord hatrtnless from any liability or dut>nago, whether caused by Tenant's operations orotherw1m. no Tenant agreas to catty and pay all premiums for casualty Insuranaa on nay equipment or fA ms that Tenant instalf s at the property. In addition, the Tenant sgrm to carry business liability Insurance, Including Wily j, j d property damage coverage, covering all Tenants business operations in the amount o$� v the Landlord named as a co- insured parry. Tenant agme s to finrnish Landlord copies of the insurance policies and to not cancel the policies without notifying the Landlord in advance. Tenant agrees to provide Landlord with a Certificate ofInsurance which indicates that Landlord is a co- insured party and that Landlord shalt bo provided with a miulmum of ten (10) days written notice prior to cancellation or change of coverage. The Tenant is responsible for the premium cost incurred by the Landlord for the lire and casualty insurance coverage on the property. The Tenant shall remit payment of the premium under the same conditions set forth in paragraph 1 of this agreemetrl 13. This Lease is subject to any mortgage or deed of trust currently on the property or which may be made against the property at any time in the future. The Tenant agrees to sign any documents necessary to subordinate this Lease to a mortgage or deed of trust for the Landlord. 14. With neither the Landlord or Tenant being arbitrary or capricious, this Lease may only be terminated by 90 days written notice from either party, except in the event of a violation of any terms or default of any payments or responsibilities due under this Lease, which are governed by the terms in Paragraph 11 of this Lease. I3. Tenant agrees that if any legal action is necessary to recover the property, collect any amounts due under this Lease, or correct a violation of any term of this Lease. Tenant shall be responsible for all costs incurred by Land lord in connection with such action, including any reasonable attorney's fees 16. As required by low. the Landlord makes the following statement; "Radon gas is a naturally - occurring radio- active gas that, when accumulated in sufficient quantities in a building, may present health risks to persons exposed. Levels of radon gas that exceed federal and state guidelines have been found in buildings in this state. Radon gas and radon gas testing may be obtained from your county health department. 17. The following are additional terms of this lease. None. 18. The parties agree that this Lease, including the following attachments is the entire agreement between them and that no terns of this Lease may be changed except by written agreement of both parties. This Lease is intended to comply with any and all applicable laws relating to landlord and tenant relationships in this state. This Lease binds and benefits both the Landlord and Tenant and any heirs, successors, representatives, or assigns. This Lease is governed by the laws of the State of Florida. ignature of Landlorid ✓✓ Name of Landlord Signature of Tenant Name of Tenant EXHIBIT ,..sit Florida ( \ \�Q', - :7,�...���-��.�7 }.7'j/- ��7 mil{/ - `�,/ oL.1111..11_l1.lt LL.U.JLJ�1L Vies Tr V.t s �L June 19, 2009 Mr. Ernie Brown Brevard County 2725 Judge Fran Jamieson Way, Bldg A -219 Viera, FL 32940 RE: FCT Project Number: 08-002-WW1 Brevard County Blue Crab Cove Dear Mr. Brown: Enclosed please find a fully executed original ofxhe Grant Contract and Confidentiality Agreement for the above - referenced Florida Communities Trust / Stan. Mayfield Working Waterfront Project. If you have any questions, please contact me at (850) 922 -1692. Sincerely, Jay Sircy Grants Specialist IV jsi Enclosures DEPARTmEar of Com NnYAFFAW • 2555 Sttv+ww Onto nouuvnRD • TAnAMS5EE, n 32399 -2100 850/922 -2207 • SuNCont 292 -2207 • FAX 850/921 -1747 FCT Contract Number a-CT- E1 08- iv8- At - e& FLORIDA COlvfivfLiNIT[ES TRUST 00Z 08- 002 -WW1 BLUE CRAB COVE CSFA 4152.013 STAN MA YFfELD WORKING aA`]L'IERFRONT GRANT CONTRACT THIS AGREEMENT is entered into by and between the FLORIDA COMMUNITIES TRUST ("FCT"), a non - regulatory agency within the State of Florida Department of Community Affairs, and BREVARD COUNTY, a political subdivision of the State of Florida ("Recipient "). THIS AGREEMENT IS ENTERED INTO BASED ON THE FOLLOWING FACTS: WHEREAS, the intent of this Agreement is to impose terms and conditions on the use of the Florida Forever Funds, hereinafter described, and the lands acquired with such proceeds ("Project Site "), that are necessary to ensure compliance with applicable Florida law and federal income tax law and to otherwise implement the provisions of Sections 259.105, 259.1051 and Chapter 3 80, Part III, Florida Statutes; WHEREAS, Chapter 380, Part III, Fla. Stat., the Florida Communities Trust Act, creates a non - regulatory agency within the Department of Community Affairs ( "Department ") which will assist local governments in bringing into compliance and implementingthe conservation, recreation and open space, and coastal elements of their comprehensive plans or in conserving natural resources and resolving land use conflicts by providing financial assistance to local governments and nonprofit environmental organizations to carry out projects and activities authorized by the Florida Communities Trust Act; WHEREAS, FCT is funded through either Section 259.105(3)(c), Fla. Stat. of the Florida Forever Act, which provides for the distribution of two point five percent (2 -5 %), less certain reductions, of the net Florida Forever Revenue Bond proceeds to the Department, or any other revenue source designated by the Florida Legislature, to provide land acquisition grants to local governments and nonprofit working waterfront organizations for the acquisition of working waterfronts; WHEREAS, the Florida Forever funds may be issued as tax- exempt bonds, meaning the interest on the bonds is excluded from the gross income of bondholders for federal income tax purposes; WHEREAS, Rule 9K-9, Florida Administrative Code CT.A.C. ") sets forth the procedures for the evaluation and selection of lands proposed for acquisition and Rule 9K -10, F.A.C. sets forth the acquisition procedures; 0"2-WWI April 16, 2009 sMwW— CC -1 WHEREAS, on January 29, 2009, the FCT Governing Board evaluated and scored the applications to develop a ranking list of projects to present to the Board of Trustees of Intemal Improvement Trust Fund; WHEREAS, on April 13, 2009, the Board of Trustees of Internal Improvement Trust Fund selected and approved the projects which will receive funding; WHEREAS, the Recipient's project, described in an application submitted for evaluation, was sel ected for funding in accordance with Rule 9K -9, F.A.C., and by executing this Agreement the Recipient reaffirms the representations made in its application; WHEREAS, Rule 9K -9, F.A.C. authorizes FCT to impose conditions for funding on those FCT applicants whose projects are selected for funding; and WHEREAS, the purpose of this Agreement is to set forth the conditions that must be satisfied by the Recipient prior to the disbursement of any FCT Florida. Forever funds awarded, as well as the restrictions that are imposed on the Project Site subsequent to its acquisition. Since the entire Project Site has not yet been negotiated for acquisition, some elements of the project are not yet known such as the purchase price, other project costs, and the terms upon which an owner will voluntarily convey the property. NOW THERE-FORE, FCT and the Recipient mutually agree as follows: I. PERIOD OF AGREEMENT 1. This Agreement shall begin upon the Recipient's project being selected for funding and shall end April 15, 2010 ("Expiration Date"), unless extended as set forth below or unless terminated earlier in accordance with the provisions of Article XM of this Agreement. 2. FCT may extend this Agreement beyond the Expiration Date if FCT determines that significant progress is being made toward the acquisition of the Project Site or that extenuating circumstances warrant an extension of time. If FCT does not grant an extension the Recipient's award shall be rescinded and this Agreement shall terminate. H. MODIFICATION OF AGREEMENT Either party may request modification of the provisions of this Agreement at any tune. Changes which are mutually agreed upon shall be valid only when reduced to writing and duly signed by each of the parties hereto. Such amendments shall be incorporated into this Agreement. III. DEADLINES 1. At least two original copies of this Agreement shall be executed by the Recipient and returned to the FCT office at 2555 Shumard Oak Boulevard, Tallahassee, FL 32399 -2100, as soon as possible and before June 15, 2009. If the Recipient requires more than one original document, the 08-002-WWI April 16, 2009 SM "V — GC `2- Recipient shall photocopy the number of additional copies needed and then execute each as an original document Upon receipt of the signed Agreements, FCT shall execute the Agreements, retain one original copy and retum all other copies that have been executed to the Recipient. 2. The Recipient and its representatives shall know of and adhere to all project deadlines and devise a method of monitoring the project. Deadlines stated in this Agreement, as well as deadlines associated with any FCT activity relating to the project, shall be strictly enforced. Failure to adhere to deadlines may result in delays in the project, allocation of time or resources to other recipients that respond timely or termination of this Agreement by FCT. 3. The Recipient shall submit the documentation required by this Agreement to FCT as soon as possible so that the Project Site may be acquired in an expeditious manner. 4. No later than dune 15, 2009, the Recipient shall deliver to FCT a written statement from the Project Site property owner(s) evidencing that the owner(s) is willing to entertain an offer from the Recipient and FCT, if not previously provided in the Application. No acquisition activity shall be commenced prior to FCT receipt of this statement. 6. No later than June 15, 2009, the Recipient shall deliver to FCT the executed Confidentiality Agreement provided to the Recipient by FCT, pursuant to Rule 9K- 8.008(3), F.A.C. No acquisition activity shall be commenced prior to FCT receipt of the executed Confidentiality Agreement. IV. FUNDING PROVISIONS 1. The FCT Florida Forever award granted to the Recipient ("FCT Award ") will in no event exceed the lesser of Sixty Five Percent (65 %) of the final Project Costs, as defined inRule 9K- 9.002(17), F.A.C., or Two Million Six Hundred Sixty Five Thousand Dollars And Zero Cents ($2,665,000.00) unless FCT approves a different amount after determination of the Maximum Approved Purchase Price (MAPP), which shall be reflected in an addendum to this Agreement. FCT will not participate in Project Costs that exceed the grant award amount. The FCT Award is based on the Recipient's estimate of final Project Costs in its application. When disbursing the FCT Award, FCT shall recognize only those Project Costs consistent with the definition in Rule 9K- 9.002(17), F.A.C. FCT shall participate in the land cost at either the actual purchase price or the MAPP, whichever is less, multiplied by the percent stated in the above paragraph. 1 The FCT Governing Board ranked and the Board of Trustees of the Internal improvement Trust Fund ( "Trustees ") selected the Recipient's Application for funding in order to acquire the entire Project Site identified in the Application. FCT reserves the right to withdraw or adjust the FCT Award if the acreage that comprises the Project Site is reduced or the project design is changed so that the objectives of the acquisition cannot be achieved. FCT shall consider any 0"02-WWI April 16, 2009 sMww - GC -3- request for Project Site boundary modification in accordance with the procedures set forth in Rule 9K- 9.009, F.A.C. If the Project Site is comprised of multiple parcels and multiple owners, than FCT reserves the right to withdraw or adjust the FCT Award if the priority parcel(s) or a significant portion of the Project Site cannot be acquired.. 3. The FCT Award shall be delivered either in the form of Project Costs prepaid by T to vendors or in the form of a State of Florida warrant at the closing of the Project Site, payable the Seller or the Seller's designated agent authorized by law to receive such payment, provided the Comptroller determines that such disbursement is consistent with good business practices and can be completed in a manner mimms�ing costs and risks to the State of Florida If the Project Site is comprised of multiple parcels, FCT shall deliver at the closing of each parcel only the share of the FCT Award that corresponds to the parcel being. closed. FCT shall prepare a grant reconciliation statement prior to the closing of the Project Site parcel that evidences the amount of Match provided by the Recipient, if any is required, and the amount of the FCT Award. Funds expended by FCT for Project Costs shall be recognized as part of the FCT Award on the grant reconciliation statement. 4. If a Match is required, it shall be delivered in an approved form as provided in Rule 9K- 9.002(15), F.A.C. Ifthe Project Site is comprised of multiple parcels, the Recipient shall deliver at the closing of each parcel the share of the Match that corresponds to the parcel being closed. Funds expended by the Recipient for Project Costs shall be recognized as part of the Match on the grant reconciliation statement. 5. By executing this Agreement, the Recipient affirms that it is ready, willing and able to provide a Match, if any is required. 6. If the Recipient is the local government having jurisdiction over the Project Site, and an action by the Recipient subsequent to the FCT Governing Board selection meeting results in a governmentally derived higher Project Site land value due to an enhanced highest and best use, FCT acquisition activities shall be terminated unless the Seller agrees that the appraisal(s) will be based on the highest and best use of the Project Site on or before the FCT Governing Board selection meeting. 7. FCT's performance and obligation to financially perform under this Agreement is contingent upon an annual appropriation by the Florida Legislature, and is subject to any modification in accordance with Chapter 216, Fla. Stat. or the Florida Constitution. 8. FCT's performance and obligation to financially perform under this Agreement is contingent upon the issuance of Florida Forever Revenue Bonds issued by the State of Florida and of the proceeds of the Florida Forever Revenue Bonds being released to the Department. 0"02-"l 1 April 16, 2009 SmWW — GC -4 V. NOTICE AND CONTACT 1. All notices provided under or pursuant to this Agreement shall be in writing and delivered either by hand delivery or first class, certified mail, return receipt requested, to: Floiida Communities Trust 2555 Shumard Oak Boulevard Tallahassee, FL 32399 -2100 2. All contact and correspondence from FCT to the Recipient shall be through the key contact. Recipient hereby notifies FCT that the following administrator, officer or employee is the authorized key contact on behalf of the Recipient for purposes of coordinating project activities for the duration of the project: Name:— F"ri I.e. 761 /1 Title: 2)i rec- n/__r� �ecourc r�P Address: Z ^ - V - jr�,y,� e-.5 ow tL,a,1 , �t " A -Z19 Ira . I- L_ _ 3Z9 4 Phone: 32 X03?- 20! {a Fax: ZQ Z 9 E -mail: 3. The Recipient authorizes the administrator, employee, officer or representative named in this paragraph to execute all documents in connection with this project on behalf of the Recipient, including, but not limited to, the Grant Contract or any addenda thereto, purchase agreement(s) for the property, grant reconciliation statement, closing documents and Declaration of Restrictive Covenants. Name: Title: Address: Phone: Fax: Email: 4. in the event that different representatives or addresses are designated for either paragraph 2. or 3. above after execution ofthis Agreement, notice of the changes shall be rendered to FCT as provided in paragraph 1. above. 08- 002 -WW1 April 16, 2009 SM" - GC -5- 5. The Recipient hereby notifies FCT that the Recipient's Federal Employer Identification Number(s) is 59- &0005z) VI. PRE - CLOSING REQUIREMMNTS 1. Prior to FCT approval of the signed purchase agreement(s), closing(s) of the real estate transaction(s) to acquire the Project Site and final disbursement of the FCT Award, the Recipient shall submit to FCT: a. Supporting documentation that the conditions imposed as part of this Agreement have been satisfied. b. A signed statement by the Recipient that the Recipient is not aware of any pending criminal, civil or regulatory violations imposed on the Project Site by any governmental agency or body. C. A signed statement by the Recipient that all activities under this Agreement comply with all applicable local, state, regional and federal laws and regulations, including zoning ordinances and the applicable adopted and approved comprehensive plan. d. Additional documentation as may be requested by FCT to provide Reasonable Assurance, as set forth in paragraph V114. below. 2. FCT shall approve the terms under which the interest in land is acquired pursuant to Section 380.510(3), Fla. Stat. Such approval is deemed given when FCT approves and executes the purchase agreement for acquisition of the Project Site, further described in paragraph VLLa. above. 3. All real property shall be obtained through a Voluntarily- Negotiated Transaction, as defined in Rule 9K- 9.002(42). The use of or threat of condemnation is not considered a Voluntarily- Negotiated Transaction. 4. Any invoices requested, along with proof of payment, shall be submitted to FCT and be in a detail sufficient for a proper audit thereof. 5. Interest in the Project Site shall be titled in the Recipient. 6. The transfer of interest to the Recipient for the Project Site shall not occur until the requirements for the acquisition of lands, as specified in Section 380.507(l 1), Fla. Stat. and Rule Chapter 9K -10, F.A.C., have been fully complied with by the Recipient and FCT and the Recipient has complied with all Purchase Agreement requirements. 7. The deed transferring interest of the Project Site to the Recipient shall set forth the executory interest of the Board of Trustees of the Internal Improvement Trust Fund. 09-002-WWI April 16, 2009 sMWw — GC -6- VII. AL&NAGEMENT PLAN; ANNUAL STEWARDSHIP REPORT 1. Prior to the signature of the purchase agreement(s), closing(s) of the real estate transaction(s) and final disbursement of the FCT Award, the Recipient shall submit to FCT and have approved a Management Plan that complies with Rule 9K- 9.010, F.A.C. and addresses the criteria and conditions set forth in Articles VII, VIII, K X and M herein The Recipient is strongly urged to coordinate with FCT staff in order to ensure that FCT approval of the Management Plan occurs prior to the closing date of the real estate transactions) associated with the Project Site and the disbursement of the FCT Award. 2. The Management Plan explains how the Project Site will be managed to further the purposes of the project and meet the terms and conditions of this Agreement. The Management Plan shall include the following: a. An introduction containing the project name, location and other background information relevant to management. b. The stated purpose for acquiring the Project Site as proposed in the Application and a prioritized list of management objectives. C. A detailed description of all proposed uses including existing and proposed physical improvements and the impact on natural resources. d. A scaled site plan drawing showing the Project Site boundary, existing and proposed physical improvements. e. A description of proposed educational displays and programs to be offered, if applicable. f. A schedule for implementing the development and management activities of the Management Plan. g. Cost estimates and funding sources to implement the Management Plan. 3. If the Recipient is not the proposed managing entity, the Management Plan shall include a signed agreement between the Recipient and the managing entity stating the managing entity's willingness to manage the site, the manner in which the site will be managed to further the purpose(s) of the project and the identification of the source of funding for management. In the event that the Recipient is a partnership, the Recipient shall also provide FCT with the interlocal agreement that sets forth the relationship among the partners and the fiscal and management responsibilities and obligations incurred by each partner for the Project Site as a part of its Project Plan. 0"02-WWI April 1G, 2009 SMwW - GC -7- 4. To ensure that future management funds will be available for the management of the site in perpetuity pursuant to Section 259.105 and Chapter 380, Part 111, Fla_Stat., the Recipient(s) shall be required to provide FCT with Reasonable Assurance, pursuant to Rule 9K- 9.002(19), F.A.C., that it has the financial resources, background, qualifications and competence to manage the Project Site in perpetuity in a reasonable and professional manner. Where the Recipient is a Non- profit Working Waterfront Organization and does not include at least one Local Government partner, FCT will require the Recipient to establish a management endowment in an amount sufficient to ensure performance; and provide a guaranty or pledge by the Local Government, the Water Management District in which the project is located, or a managing agency of the Board of Trustees to act as a backup manager to assume responsibility for management of the Project Site in the event the Recipient is unable to continue to manage the Project Site. 5. The Recipient shall, through its agents and employees, prevent the unauthorized use of the Project Site or any use thereof not in conformity with the Management Plan approved by FCT. 6. All buil dings, structures, improvements and signs shall require the prior written approval of FCT as to purpose. Major land alterations shall require the written approval of FCT_ The approvals required from FCT shall not be unreasonably withheld upon sufficient demonstration that the proposed structures, buildings, improvements, signs or land alterations will not adversely impact the management of the Project Site. FCT's approval of the Recipient's Management Plan addressing the items mentioned herein shall be considered written approval from FCT. 7. As required by Rule 9K- 9.012, F.A.C., each year after FCT closes on the Project Site, the Recipient shall prepare and submit to FCT an annual stewardship report that documents the progress made on implementing the Management Plan. VIII. SPECIAL MANAGEMENT CONDITIONS In addition to the Management Plan conditions already described in this Agreement, which apply to all sites acquired with FCT funds, the Management Plan shall address the following conditions that are particular to the project site and result from either representations made in the application that received scoring points or observations made by FCT staff during the site visit described in Rule 9K- 9.007, F.A.C.: 1. The future land use and zoning designations of the project site shall be changed to Working Waterfronts or other similar category. 2. A permanent recognition sign, at a minimum size of Y x 4', shall be maintained at the entrance area of the project site. The sign shall acknowledge that the project site was purchased with funds from the Florida Communities Trust Program and the Recipient. At closing, the existing submerged land lease will be transferred to the Recipient. 08-002-WWI April 16, 2009 sMWW - GC -8- 4. Prior to closing, the Recipient will provide a lettez from the Department of Environmental Protection stating the current land owner is in compliance with Chapters 253, 258, 373 Part IV and 403 Florida Statutes and the submerged land lease for all facilities or structures on the Project Site that are located over state sovereignty submerged land and that applicable fees or wetslip certification forms are current or that the facilities or structures are not subject to a state sovereignty submerged land lease. 5. Annually the Recipient will provide a letter from the Department of Environmental Protection stating the Recipient is in compliance with Chapters 253, 258, 373 Part 1V and 403 Florida Statutes and the submerged land lease for all facilities or structures on the Project Site that are located over state sovereignty submerged land and that applicable fees or wetslip certification forms are current or that the facilities. 6. The Recipient will obtain an environmental resource permit or wetland resource permit and rebuild the existing dilapidated docking facility at the project site. 7. The existing buildings on the project site will be used as a working waterfront building. 8. The Recipient will obtain an environmental resource permit or wetland resource permit and rebuild the existing boat ramp at the project site. 9. The Recipient will set aside a storage area for traps, nets, or other gear need for commercial fishing or aquaculture operations. 10. Permanent structured displays of artifacts and other items shall be provided that provides information about the economic, cultural or historic heritage of Florida's traditional Working Waterfronts. 11. interpretive kiosk or signs shall be provided that educate the public about the economic, cultural, or historic heritage of Florida's traditional Working Waterfronts. M DECLARATION OF RESTRICTIVE COVENANTS REQUIREMENTS IMPOSED BY CHAPTER 259 AND CHAPTER 380, PART III, FLA. STAT. I . Each parcel in the Project Site to which the Recipient acquires interest shall be subject to a Declaration of Restrictive Covenants describing the parcel and containing such covenants and restrictions as are, at a minimum, sufficient to ensure that the use of the Project Site at all times complies with Sections 375.051 and 350.510, Fla. Stat.; Section 1 l(e), Article VII of the Florida Constitution; the applicable bond indenture under which the Bonds were issued; and any provision of the Internal Revenue Code or the regulations promulgated thereunder that pertain to tax exempt bonds. The Declaration of Restrictive Covenants shall contain clauses providing for the conveyance of interest to the Project Site to the Trustees, or a Nonprofit Working Waterfront Organization or government entity, upon failure to comply with any of the covenants and restrictions, as further described in paragraph 3. below. 09 -002A I April 16, 2009 s>vnvw -- GC -g- 2. The Declaration of Restrictive Covenants shall also restate the conditions that were placed on the Project Site at the time of project selection and initial grant approval. The Declaration of Restrictive Covenants shall be executed by FCT and the Recipient at the time of the closing ofthe Project Site and shall be recorded by the Recipient in the county(s) in which the Project Site is located_ 3. If any essential term or condition of the Declaration of Restrictive Covenants is violated by the Recipient or by some third party with the knowledge of the Recipient, the Recipient shall be notified of the violation by written notice given by personal delivery, registered mail or registered expedited service. The recipient shall diligently commence to cure the violation or complete curing activities within thirty (30) days after receipt ofnotice of the violation. Ifthe curing activities can not be reasonably completed within the specified thirty (30) day time frame, the Recipient shall submit a timely written request to the FCT Program Manager that includes the status of the current activity, the reasons for the delay and a time frame for the completion of the curing activities. FCT shall submit a written response within thirty (30) days of receipt of the request and approval shall not be unreasonably withheld. It is FCT's position that all curing activities shall be completed within one hundred twenty (120) days of the Recipient's notification of the violation_ However, if the Recipient can demonstrate extenuating circumstances exist to justify a greater extension of time to complete the activities, FCT shall give the request due consideration. If the Recipient fails to correct the violation within either (a) the initial thirty (30) day time frame or (b) the time frame approved by FCT pursuant to the Recipient's request, all interest in the Project Site shall be conveyed to the Trustees unless FCT negotiates an agreement with another local government, Nonprofit Working Waterfront Organization, Water Management District in which the project is located, or a managing agency of the Board of Trustees who agrees to accept interest and manage the Project Site. FCT shall treat such property in accordance with Section 380.508(4)(e), Fla. Stat. X. GENERAL OBLIGATIONS OF TBE RECIPIENT AS A CONDMON OF PROJECT FUNDING 1. The interest acquired by the Recipient in the Project Site shall not serve as security for any debt of the Recipient. 2. If the existence of the Recipient terminates for any reason, interest to the Project Site shall be conveyed to the Trustees unless FCT negotiates an agreement with another local government, Nonprofit Working Waterfront Organization, Water Management District in which the project is located, or a managing agency of the Board of Trustees who agrees to accept interest and manage the Project Site. 3. Following the acquisition of the Project Site, the Recipient shall ensure that the future land use and zoning designation assigned to the Project Site is for a category dedicated to working waterfronts. If an amendment to the applicable comprehensive plan is required, the amendment shall be proposed at the next comprehensive plan amendment cycle available to the Recipient subsequent to the Project Site's acquisition. 0&002 -wW1 April 16, 2009 sm[ww - GC -10- d. FCT staff or its duly authorized representatives shall have the right at any time to inspect the Project Site and the operations of the Recipient at the Project Site. 5. The Project Site shall permanently contain one sign recognizing FCT's role in the acquisition of the Project Site. I. OBLIGATIONS OF THE RECIPIENT RELATING TO THE USE OF BOND PROCEEDS 1. FCT is authorized by Section 380.510, Fla, Stat. to impose conditions for funding on the Recipient in order to ensure that the project complies with the requirements for the use of Florida Forever Bond proceeds including, without limitation, the provisions of the Internal Revenue Code and the regulations promulgated thereunder as the same pertain to tax exempt bonds. 2. The Recipient agrees and acknowledges that the below listed transactions, events, and circumstances may have negative legal and tax consequences under Florida law and federal income tax law. The Recipient further agrees and acknowledges that these disallowable activities may be allowed up to a certain extent based on guidelines or tests outlined in the Federal Private Activity regulations of the Internal Revenue Service: a. any sale or lease of any interest in the Project Site to a non - governmental person or organization; b. the operation of any concession on the Project Site by a non - governmental person or organization; C. any sales contract or option to buy or sell things attached to the Project Site to be severed from the Project Site with a non - governmental person or organization; d. any use of the Project Site by a non - governmental person other than in such person's capacity as a member of the general public; any change in the character or use of the Project Site from that use expected at the date of the issuance of any series of Bonds from which the disbursement is to be made; f. a management contract for the Project Site with a non- govemmental person or organization; or g. such other activity or interest as may be specified from time to time in writing by FCT to the Recipient. 3. If the Project Site, after its acquisition by the Recipient and /or the Trustees, is to remain subject to any of the disallowable activities, the Recipient shall provide notice to FCT, as 08- 002 -Wwl April 16, 2009 sMWWW - GC -11- provided for in paragraph V. l ., at least sixty (60) calendar days in advance of any such transactions, events or circumstances, and shall provide to FCT such information as FCT reasonably requests in order to evaluate for approval the legal and tax consequences of such disallowable activities. 4. In the event that FCT determines at any time that the Recipient is engaging, or allowing others to engage, in disallowable activities on the Project Site, the Recipient shall immediately cease or cause the cessation of the disallowable activities upon receipt of written notice from FCT. In addition to all other rights and remedies at law or in equity, PCT shall have the right to seek temporary and permanent injunctions against the Recipient for any disallowable activities on the Project Site. DELEGATIONS AND CONTRACTUAL ARRANGEMENTS BETWEEN THE RECIPIENT AND OTHER GOVERNMENTAL BODIES, NONPROFIT ENTITIES OR NON GOVERNMENTAL PERSONS FOR USE OR MANAGEMENT OF THE PROJECT SITE WILL IN NO WAY RELIEVE T1-1E RECIPIENT OF THE RESPONSIBILITY TO ENSURE THAT THE CONDITIONS MTOSED HEREIN ON THE PROJECT SITE AS A RESULT OF UTILIZING BOND PROCEEDS TO ACQUIRE THE PROJECT SITE ARE FULLY COMPLIED WITH BY THE CONTRACTING PARTY. XR. RECORDIKEEPING; AUDIT REQU]IMM[ENTS 1. The Recipient shall maintain financial procedures and support documents, in accordance with generally accepted accounting principles, to account for the receipt and expenditure of funds under this Agreement. These records shall be available at all reasonable times for inspection, review or audit by state personnel, FCT and other personnel duly authorized by FCT. "Reasonable" shall be construed accordingto the circumstances, but ordinarily shall mean the normal business hours of $:00 am. to 5.00 p.m., local time, Monday through Friday. 2. If the Recipient expends a total amount of State financial assistance equal to or in excess of $500,000 in any fiscal year of such Recipient, the Recipient must have a State single or project - specific audit for such fiscal year in accordance with Section 215.97, Fla. Stat., the applicable rules of the Executive Office of the Governor and the Comptroller and Chapter 10.550 (local government entities) or Chapter 10.650 (nonprofit organizations), Rules of the Auditor General. In determining the State financial assistance expended in its fiscal year, the Recipient shall consider all sources of State financial assistance, including State funds received from FCT, other state agencies and other non -state entities. State financial assistance does not include Federal direct or pass - through awards and resources received by a non -state entity for Federal program matching requirements. The funding for this Agreement was received by FCT as a grant appropriation. in connection with the audit requirements addressed herein, the Recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Fla_ Stat. This includes submission of a reporting package as defined by Section 215.97(2)(d), Fla. Stat. and Chapter 10.550 (local government entities) or 10.650 (nonprofit organizations), Rules of the Auditor General. oa -o024M April 16, 2009 sMWW -GC -12- It may be necessary for the Recipient to amend prior fiscal year audits to account for receiving the FCT grant funds because the determining factor of when the expenditure must be accounted for is when the expenditure is made, not the signing of this agreement. Per Department of Financial Services Rule 69I- 5.004(2)(a), Florida Administrative Code, the determination of when State financial assistance is expended should be based on when the activity occurs (the activity pertains to events that require the nonstate entity to comply with contracts or agreements, such as expenditure transactions associated with grants.) Additional prior fiscal year expenditures of State financial assistance should be added to total expenditures of State financial assistance previously reported for the prior fiscal year to determine if the threshold was exceeded. If so, the nonstate entity should take appropriate action to provide for an audit for the prior fiscal year in accordance with the Florida Single Audit Act. 3. If the Recipient expends less than $500,000 in State financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Fla. Stat. is not required. If the Recipient elects to have an audit conducted in accordance with the provisions of Section 215.97, Fla. Stat., the cost of the audit must be paid from non -State funds (i.e., the cost of such an audit must be paid from Recipient funds not obtained from a State entity). 4. The annual financial audit report shall include all management letters, the Recipient's response to all findings, including corrective actions to be taken, and a schedule of financial assistance specifically identifying all Agreement and other revenue by sponsoring agency and agreement number. Copies of financial reporting packages required under this Article shah be submitted by or on behalf of the Recipient directly to each of the following: Department of Community Affairs (at each of the following addresses): Office of Audit Services 2555 Shumard Oak Boulevard Tallahassee, Florida 32399 -2100 and Florida Communities Trust 2555 Shumard Oak Boulevard Tallahassee, Florida 32399 -2100 State of Florida Auditor General at the following address: Auditor General's Office Room 401, Claude Pepper Building 111 West Madison Street Tallahassee, Florida 32302 -1450 5. If the audit shows that any portion of the funds disbursed hereunder were not spent in accordance with the conditions of this Agreement, the Recipient shall be held liable for reimbursement to FCT of all funds not spent in accordance with the applicable regulations and April 16, 2009 sMww— GC -13- Agreement provisions within thirty (30) days after FCT has notified the Recipient of such non- compliance. 6. The Recipient shall retain all financial records, supporting documents, statistical records and any other documents pertinent to this Agreement for a period of five (5) years after the date of submission of the final expenditures report. However, if litigation or an audit has been initiated prior to the expiration of the five -year period, the records shall be retained until the litigation or audit findings have been resolved. 7. The Recipient shall have all audits completed in accordance with Section 215.97, Fla Stat, performed by an independent certified public accountant ( "TPA ") who shall either be a certified public accountant or a public accountant licensed under Chapter 473, Fla. Stat. The TPA shall state that the audit complied with the applicable provisions noted above. VIII. DEFAULT; REMEDIES; TERM NATION 1. If the necessary funds are not available to fund this Agreement as a result of action by the Florida Legislature or the Office of the Comptroller, or if any of the events below occur ("Events of Default "), all obligations on the part of FCT to make any further payment of funds hereunder shall, if FCT so elects, terminate and FCT may, at its option, exercise any of its remedies set forth herein, but FCT may make any payments or parts of payments after the happening of any Events of Default without thereby waving the right to exercise such remedies, and without becoming liable to make any further payment The following constitute Events of Default: a. If any warranty or representation made by the Recipient in this Agreement, any previous agreement with FCT or in any document provided to FCT shall at any time be false or misleading in any respect, or if the Recipient shall fail to keep, observe or perform any of the terms or covenants contained in this Agreement or any previous agreement with FCT and has not cured such in timely fashion, or is unable or unwilling to meet its obligations thereunder; b. If any material adverse change shall occur in the financial condition of the Recipient at any time during the term of this Agreement from the financial condition revealed in any reports filed or to be filed with FCT, and the Recipient fails to cure said material adverse change within thirty (30) days from the date written notice is sent to the Recipient by FCT; C. If any reports or documents required by this Agreement have not been timely submitted to FCT or have been submitted with incorrect, incomplete or insufficient information; or d. if the Recipient fails to perform and complete in timely fashion any of its obligations under this Agreement. 08-002-WWI April 16, 2009 sm-" - GC -14- 2. Upon the happening of an Event of Default, FCT may, at its option, upon thirty (3 0) calendar days from the date written notice is sent to the Recipient by FCT and upon the Recipient's failure to timely cure, exercise any one or more of the following remedies, either concurrently or consecutively, and the pursuit of any one of the following remedies shall not preclude FCT from pursuing any other remedies contained herein or otherwise provided at law or in equity: a. Terminate this Agreement, provided the Recipient is given at least thirty (30) days prior written notice of such termination. The notice shall be effective when placed in the United States mail, first class mail, postage prepaid, by registered or certified mail -return receipt requested, to the address set forth in paragraph V.2. herein; b. Commence an appropriate legal or equitable action to enforce performance of this Agreement; C. Withhold or suspend payment of all or any part of the FCT Award; d. Exercise any corrective or remedial actions, including, but not limited to, requesting additional information from the Recipient to determine the reasons for or the extent of non - compliance or lack of performance or issuing a written warning to advise that more serious measures may be taken if the situation is not corrected; or e. Exercise any other rights or remedies which may be otherwise available under law, including, but not limited to, those described in paragraph 1X.3. 3. FCT may terminate this Agreement for cause upon written notice to the Recipient. Cause shall include, but is not limited to: fraud; lack of compliance with applicable rules, laws and regulations; failure to perform in a timely manner; failure to make significant progress toward the closing(s) of the real estate transaction(s) and Management Plan approval; and refusal by the Recipient to permit public access to any document, paper, letter, or other material subject to disclosure under Chapter 119, F1a.Stat., as amended. Appraisals, and any other reports relating to value, offers and counteroffers are not available for public disclosure or inspection and are exempt from the provisions of Section 119.07(1), Fla. Stat. until a Purchase Agreement is executed by the Owner(s) and Recipient and conditionally accepted by FCT, or if no Purchase Agreement is executed, then as provided for in Sections 125.355(1)(a) and 166.045(1)(a), Fla. Stat. 4. FCT may terminate this Agreement when it determines, in its sole discretion, that the continuation of the Agreement would not produce beneficial results commensurate with the further expenditure of funds by providing the Recipient with thirty (30) calendar days prior written notice. 5. The Recipient may request termination of this Agreement before its Expiration Date by a written request fully describing the circumstances that compel the Recipient to terminate the project. A request for termination shall be provided to FCT in a manner described in paragraph V.1. 08-002-WWI April 16, 2009 smrww — GC -15- MV. LEGAL AUTHORIZATION I . The Recipient certifies with respect to this Agreement that it possesses the legal authority to receive funds to be provided under this Agreement and that, if applicable, its governing body has authorized, by resolution or otherwise, the execution and acceptance of this Agreement with all covenants and assurances contained berein. The Recipient also certifies that the undersigned possesses the authority to legally execute and bind the Recipient to the terms of this Agreement. XV. STANDARD CONDITIONS 1. This Agreement shall be construed under the laws of the State of Florida, and venue for any actions arising out of this Agreement shall be in Leon County. If any provision hereof is in conflict with any applicable statute or rule, or is otherwise unenforceable, then such provision shall be deemed null and void to the extent of such conflict and shall be severable, but shall not invalidate any other provision of this Agreement. 2. No waiver by FCT of any right or remedy granted hereunder or failure to insist on strict performance by the Recipient shall affect or extend or act as a waiver of any other right or remedy of FCT hereunder, or affect the subsequent exercise of the same right or remedy by FCT for any further or subsequent default by the Recipient. Any power of approval or disapproval granted to FCT under the terms of this Agreement shall survive the terms and life of this Agreement as a whole. 3. The Recipient agrees to comply with the Americans With Disabilities Act (Public Law 101 -336, 42 U.S.C. Section 12101 et seq.), if applicable, which prohibits discrimination by public and private entities on the basis of disability in the areas of employment, public accommodations, transportation, State and local government services, and in telecommunications. 4. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit lease bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of Category Two for a period of thirty -six (36) months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. 5. No funds or other resources received from FCT in connection with this Agreement may be used directly or indirectly to influence legislation or any other official action by the Florida Legislature or any state agency. 08-002-WWI April 16, 2009 sMWW — GC -16- This Grant Contract embodies the entire agreement between the parties. IN WITNESS WHEREOF, the parties hereto have duly executed this Grant Contract. BREV � $y: Chuck Nelson, Chairman As approved by the Board on 5/19/-09 ATTEST By: Scott Ellis, Clerk of &Urt Mto le form and content: Christine Lepore, qsistant County Attorney 08 -002 -WWI April 16, 2009 snzww - CC -17- FLORIDA OM )"ITIES TRUST By: K2&n Ken Reecy Community Program Manager Date: 1;.' z `di Approve as o Form and Legality: By:C�.�� �- ----' Kristen L. Coons, Trust Counsel f� Contract No. 07- CT- 61- 09- F-8.81 -oDZ FCT Project No: 08-002-WWI CONFIDENTIALITY AGREEMENT This is a Confidentiality Agreement ( "Agreement ") pursuant to Rule 9K- 10.005(3), Florida Administrative Code (F.A.C.). Parties to the Confidentiality Agreement: BREVARD COUNTY ( "Recipient "), a local government of the State of Florida, and the FLORIDA COMMUWITiES TRUST ( "FCT "), a non- regulatory agency within the Department of Community Affairs. Parcels Covered by this Agreement: This Agreement covers all parcels identified as part of the project site in SMWW application 08- 002 -WW1 that was selected for funding and is governed by a Grant Contract for FCT Project Number 08-002-WWI ("Project Site "). Confidentiality: a) Pursuant to Rule 9K- 10.002(8), F.A.C., the term "Confidential" refers to information that shall not be available for public disclosure or inspection and is exempt from the provisions of Section 119.07, Florida Statutes (F.S.). b) The Recipient and its agents shall maintain the confidentiality of all appraisals, offers, and counteroffers as required by Section 125.355(1)(a), F.S., for counties, or Section 166.045(1)(a), F.S., for municipalities, and Chapter 9K -10, F.A.C. The Recipient may disclose such confidential information only to the individuals listed herein below. c) Requests to add persons to the disclosure list shall be made in writing. Upon the written consent of the FCT Community Program Manager, the Recipient shall execute an Addendum to the Agreement. All confidentiality requirements outlined above shall apply to individuals added to the list. d) The undersigned board members and staff of the Recipient and its agents, if any, agree to maintain the confidentiality of appraisal information, offers and counter-offers concerning FCT Project Number 08- 002 -WW1, as required by Section 125.355 (1)(a), F.S., for counties or Section 166.045 (1)(A), F.S., for municipalities, Chapter 9K -10, F.A.C., and this Confidentiality Agreement between the Recipient and FCT. Page 1 of 2 e) The undersigned certify that they have no legal or beneficial interest in the Project Site. Date b� 6 - 2, eel 0411 Recipient Board Member, Staff or Agent Name Stockton Whitten. Interim Co ME Mel Scott, Assistant Co. Mir. Ernie Brown., Director NRMO Greg_ Agar Dir. Econ. & Fin. Pr Scott Knox County Attorn ey Scott Ellis Clerk of the Court Signature Robin Sobrino Dir. Planning & Dev Holly k'ardi Public Works Office Matt Culver. Natural Res. MQt Off. Carle Exline Clerk of Court Off. Trudie lnfantini, Commissioner, A-3 BREVAR.D.Q0JJNTY 04J"�'U- Title: Rv Chuck Nelson, Chairman As approved by the Board on Date: May 19, 2009 A oved as to fo and legality: By: Christine Lepore, Title: Assistant County Attorney FLORIDA COMMUNITIES TRUST By: Ken Reecy Community Program Manager Date: ATTEST: Page 2 of 2 0 8-002 -WW1 Scott Ellis, Clerk of Court Approved as to form and legality: By: Kristen L. Coons Title: Trust Counsel x,804/02/2010 03:20 FAX 3217356467 BOB & hIAUREEN RUPE WJ0U1iuu1 WC Attachment PARTNERSHIP FOR A SUSTAINABLE FUTURE, INC. 7985 Bright Ave, Cocoa, Florida 32927 March 31, 2010 Brevard County Commission ,2725 Judge Fran Jamieson Way, Building C Viera, Florida 32940 Subject: Blue Crab Cove Lease Agreement Dear Commissioners; The Partnership for a. Sustainable future, Inc. supports the execution of agreements to assume the existing; leases on the proposed Blue Crab Cove property. Knowing the history of Blue Crab Cove, the financial aid being; received from various state agencies, and the overwhelming support from the state legislature and Brevard's citizens, it does not make sense to not agree to the lease agreements. Your denial could be detrimental to our redevelopment agencies, for Brevard County Grants, and the overall health of our county's economy. Please vote for the agreements to assume the existing leases on the proposed Blue Crab Cove property. Thank you. �cw� Maureen Rupe President (321) 639 -6839 rupe32927@eanhiink.net Barrier Island Protection and Preservation Sociaty . Cocoa Beach Citizens Action Committee • Florida Native Plant Society, Conrsdina & Sea Rocket Chapters . Frlands of the Scrub • Healthy Planet of Bravard . League of Women Voters of the Space Coast • Marino Resources Council • Save the Manatee Club • Surfdder Foundation • SAVE the St Johns River • Sea Turtle Preservation Society a Sierra Club Turtle Coast Group • Space Coast Paddlers . Space Coast Audubon Soolety o Space Coast Progreselve Alliance • The Friends of Enchanted Forest, Inc. • Friends of the Can' Refuge • Individual Members VI.0 Attachment M MVER LAGOON ]PROGIUM INDIAN 525 Community College Parkway, S.E. • Palm Bay, FL 32909 LAGOON U (800) 226 -3747 • (321) 984 -4950 PROGRAM FAX: (321) 984 -4937 s irlsjrwmd.cont t t. April 2, 2010 Commissioner Mary Bolin, Chair Brevard County Board of Commissioners 2725 Judge Fran Jamieson Way Building C, Viera, FL 32940 Dear Commissioner Bolin, The Indian River Lagoon National Estuary Program supports the County's assumption of the existing lease agreements on the Blue Crab Cove property to further the Florida Communities Trust and the County's acquisition of this important working waterfront property under the Stan Mayfield Working Waterfronts grants program. In fact, the Indian River Lagoon Program provided the funds for the preparation of the successful grant application to secure the FCT / Stan Mayfield Grant in 2008. The preservation of existing working waterfronts along the Indian River Lagoon is an important component of conserving the historic commercial fisheries of the lagoon system and maintaining the economic viability and cultural benefits of this industry in Brevard County. Acquisition of this property on Merritt Island will insure the continued harvest of "tasty" Blue Crabs and other fresh, local shellfish for residents and visitors to our area. The Indian River Lagoon Program applauds Brevard County and the Merritt Island Redevelopment Agency for creating the funding strategy to acquire this property and for their application to the Florida Inland Navigation District to hopefully diversify the funding mix and reduce MIRA's expenses, as well as the strategy to pursue future grants for capital improvements and refurbishment of the property. Best wishes for the successful closing of the property in June and adoption of the site's management plan. This property offers Brevard a unique opportunity to preserve one of the last remaining working waterfronts in the County and many potential future benefits to County resident's quality of life. Sincerely, Troy Rice Director In cooperation with the South Florida Water Management District and the U.S. Environmental Protection Agency