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03102010CRA AgendaCIiYOF sEBAsi HOME OF PELICAN ISLAND COMMUNITY REDEVELOPMENT AGENCY (CRA) (CITY COUNCIL) AGENDA WEDNESDAY, MARCH 10, 2010 5:30 PM CITY COUNCIL CHAMBERS 1225 MAIN ST, SEBASTIAN, FL 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. APPROVAL OF MINUTES 2/10/10 5. NEW BUSINESS A. Stan Mayfield Working Waterfront Dabrowski Purchase (City Manager Transmittal) 6. PUBLIC INPUT 7. ADJOURN HEARING ASSISTANCE HEADPHONES ARE AVAILABLE IN THE COUNCIL CHAMBERS FOR ALL GOVERNMENT MEETINGS. ANY PERSON WHO DECIDES TO APPEAL ANY DECISION MADE WITH RESPECT TO ANY MATTER CONSIDERED AT THIS MEETING WILL NEED A RECORD OF THE PROCEEDINGS AND MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE HEARD. (286.0105 F. S.) IN COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT (ADA), ANYONE WHO NEEDS A SPECIAL ACCOMMODATION FOR THIS MEETING SHOULD CONTACT THE CITY'S ADA COORDINATOR AT 589 -5330 AT LEAST 48 HOURS IN ADVANCE OF THIS MEETING. City Council Present: Mayor Richard H. Gillmor Vice -Mayor Jim Hill Council Member Andrea Coy Council Member Eugene Wolff Council Member Don Wright CITY OF HOME OF PELICAN ISLAND COMMUNITY REDEVELOPMENT AGENCY (CRA) (CITY COUNCIL) MINUTES WEDNESDAY, FEBRUARY 10, 2010 6:00 PM CITY COUNCIL CHAMBERS 1225 MAIN ST, SEBASTIAN, FL 1. Mayor Gillmor called the CRA meeting to order at 6:00 p.m. 2. The Pledge of Allegiance was recited. 3. ROLL CALL Staff Present: City Manager, Al Minner City Attorney, Robert Ginsburg Deputy City Clerk, Jeanette Williams Records Program Manager, Donna Cyr Growth Management Director, Rebecca Grohall Police Chief, Michelle Morris Police Captain, Mike Beyers 1 -4 4. APPROVAL OF MINUTES 12/9/09 Meeting Mayor Gillmor said the next item was approval of the minutes from the November 18 meeting. MOTION by Mr. Hill and SECOND by Mr. Wolff to approve the minutes passed with a voice vote of 5 -0. 5. NEW BUSINESS 5 -40 A. Facade, Sign Landscape Grant Award Recommendations (GMD Transmittal, Recommended Designs, Applications) The City Attorney advised that the packet indicated the minutes to be approved were from the December 9 It was the consensus of Council to change the approved minutes date to December 9 2009. Community Redevelopment Meeting February 10, 2010 Page Two The Growth Management Director said the City received five applications and staff was ready to move forward with two for Board recommendation which included Jerry Smith Tile and Sebastian Antiques. She said the grant committee met several times to work with each of the applicants finessing their designs; the grants would reimburse 80% of the applicant's cost. She said Jerry Smith was unable to be attend; but Mr. Mrs. Cormier were present for any questions; in addition to Grant Review Committee Member, Donna Keys. MOTION by Ms. Coy and SECOND by Mr. Hill to approve grant awards to Jerry Smith Flooring Design Center and Sebastian Antiques: A Better Consignment. There was no public input. Ms. Coy thanked the applicants and the board members who worked very hard to come up with some nice designs. Mr. Hill seconded Ms. Coy's comments and congratulated Council for starting the program back up. He said they are replacing the exact signs that need to be replaced and the community will benefit for years to come. Mayor Gillmor concurred, saying this is one giant step for the small businessman. Ms. Keys said she agreed with everyone and this is a governmental project that is a win win situation. Mr. Wright asked Ms. Keys if the other three applicants gave a time frame for coming back. Ms. Keys said Southern Sisters were working on it, Maxwell Plumbing is half -way done, and Tropical Smoothie has the concept and is working with someone on the design. Mr. Wolff cited the recommended signs on circle page seven and nine and asked if there was any stipulation that the money will be used for these specific signs or was the applicant allowed to use one of the other designs in the packet. The Growth Management Director said the depicted signs on circle seven and nine will be funded by the grant and if they come up with something different than the drawings their permits won't be approved. Mr. Wolff asked if the Consignment Shop has the ability to add to the sign such as the little sign currently displayed, "We buy gold." The Growth Management Director said the panel is fixed but they could use an "A" frame sign, banner, or other vehicles to display that signage. 2 Mr. Wolff asked if 50% of the grants are coming from Indian River County, so everyone pays into the grant. The City Manager replied no, only the district pays into the increment. Mr. Wolff expressed concern that maybe in the future there could be some type of period that one is in business before one qualifies for assistance, citing the Keg Shack which is no longer in business. He congratulated the two recipients and said we look forward to the new signage. Result of the roll call vote: AYES: All NAYS: None Motion carried 6. Being no further business, Mayor Gillmor adjourned the Community Redevelopment Agency meeting at 6:13 p.m. Approved at the CRA meeting. Richard H. Gillmor, Mayor ATTEST: Sally A. Maio, MMC City Clerk 3 Subject: DABROWSKI LAND PURCHASE Ap rov for Submittal by: l� 1� Agenda No. Department Origi City Attorney: C't Man er City Clerk: Date Submitted: 5 MAR 10 I ner, City Manager EXPENDITURE REQUIRED: See Chart AMOUNT BUDGETED: See Chart APPROPRIATION REQUIRED: See Chart cm or SEBAS•riAN HOME OF PELICAN ISLAND CRA AGENDA TRANSMITTAL SUMMARY The City of Sebastian (CRA) has applied for and was awarded a Stan Mayfield Working Waterfront Grant SMWWG). In order to help prepare and plan for this project and future expenses, the City Council adopted a Working Waterfront Committee. The Working Waterfront Committee has discussed this project in great detail. Concurrently, the Florida Communities Trust (FCT) has been working to appraise, purchase and close a sale for two properties along the riverfront. The original grant sought to purchase the parcel commonly knownas the Hurricane Harbor Restaurant. The purpose of this acquisition is to provide a micro incubator for businesses that will support commercial fishing. Such business enterprises would include retail fish market, ice deport, waterfront touring museum and a place to conduct eco -tours centering on the importance and history of the Indian River Lagoon and commercial fishing. In researching this market plan, RFPs were submitted to solicit business interest. Only one business responded. While the response was discouraging, in subsequent public meetings it became clear that commercial fishing businesses were interested in the micro incubator concept, but would only invest in such venture if a working waterfront was secured next to Hurricane Harbor. An offer for the Hurricane Harbor was made by FCT in an amount of $2.3 million, which was the appraised value. The purchase is now set to close on or before June 1, 2010. Sebastian Entertainment Center was also sought in the original SMWWG proposal. After appraisals were returned, FCT made a purchase offer of $750,000, but the offer was rejected. As a result, the City began investigation into the Dabrowski parcel. By late February FCT issued an offer in the amount of $500,000 to the Dabrowski Trust. Representatives from the Dabrowski Trust are Herb Morrison (Trustee) and attorney Steve Gutman. Negotiations for the purchase have been difficult. The trustee represented that they have an appraisal estimating a value of approximately $1.5 million. After initial negotiation between FCT and the trustee were not fruitful, FCT and City negotiated with the trustees. During this round of negotiations, trustees would not move from a counter offer of $1.3 million and pressed for a best -offer from the City. Because the City was of the opinion that without a counter offer the negotiation would stop, an offer of $700,000 was verbally issued. subject to Council review and approval. After this negotiation session, the trustees negotiated again with FCT and still expressed reluctance to accept an offer of $700,000. As a result, trustees offered up to $750,000 contingent upon City and FCT approval. PARCEL APPRAISED VALUE FCT OFFER FCT SHARE CITY MATCH CITY CRA ALLOCATION Hurricane Harbor $2,300,000 $2,300,000 $2,070,000 $230,000 $250,000 Dabrowski $500,000 $750,000 $450,000 $300,000 $101,000 TOTAL $2,800,000 $3,050,000 $2,520,000 $530,000 $351,000 Additional CRA Allocation $179,000 FY 10 CRA Available $500000 yJVV,VVV GOING FORWARD It has become clear that acquiring actual working waterfront is vital to the projects success. Without such parcel, it will become difficult to attract micro business to the Hurricane Harbor parcel. Worst case scenario is that the City purchases a parcel that has no usefulness within the allowance of the grant because of the lack of a secured working waterfront. In my opinion, going down this path would lead to an unsuccessful project. However, if Dabrowski and Hurricane Harbor can be purchased, staff (and the Waterfront Committee) is hopeful that an agreement can be reached with the Sebastian Fisherman's Landing, Inc that will lead to a successful project. The ultimate goal is to create a working waterfront that (1) supports commercial fishing; (2) establishes an area for commerce; and, (3) draws tourism by making museums, viewing areas and conducting festivals. These activities would promote reinvestment in the district; the ultimate concept for redevelopment dollars. 1. Approve the $750,000 offer. OPTIONS Essentially three options are available to the City. Because Dabrowski acquisition terms are significantly above the appraised value, the project is at a crossroad. While accepting grant money reduces local investment, no matter the cost, the community can not ignore its fiduciary responsibility to spend local, as well as, state tax funds wisely. Even with the strong desire to close on the project, three options should be reviewed by the CRA Board: 2. Counter offer. The City can consider a counter offer and present that to FCT for additional negotiations. Ranges of a counter offer may be between $571,000 (which keeps the City from additional appropriation) to $600,000 (20% over appraised value). 3. Deny the offer. There is significant financial reason to reject the offer. Should this be the situation, the CRA should consider abandoning the project for the reasons stated in the "Going Forward" paragraph. SHIFTING FUNDS In any case, below is a series of four charts which demonstrate how funds should be shifted and what is available for a Dabrowski purchase in excess of $500,000. CHART 1 FCT DABROWSKI OFFER ($750,000 CHART 3 DABROWSKI COUNTER OFFER CITY ADDITIONAL ALLOCATION ($600,000) PARCEL APPRAISED VALUE FCT OFFER FCT SHARE CITY MATCH CITY CRA ALLOCATION Hurricane Harbor Dabrowski $2,300,000 $500,000 $2,300,000 $600,000 $2,070,000 $450,000 $230,000 $150,000 $250,000 $101,000 TOTAL $2,800,000 $2,900,000 $2,520,000 $380,000 $351,000 Additional CRA Allocation $2,800,000 $29,000 FY 10 CRA Available $351,000 $500,000 PARCEL APPRAISED VALUE FCT OFFER FCT SHARE CITY MATCH CITY CRA ALLOCATION Hurricane Harbor $2,300,000 $2,300,000 $2,070,000 $230,000 $250,000 Dabrowski $500,000 $500,000 $450,000 $50,000 $101,000 TOTAL $2,800,000 $2,800,000 $2,520,000 $280,000 $351,000 Additional CRA Allocation ($71,000) FY 10 CRA Available $500,000 PARCEL APPRAISED VALUE FCT OFFER FCT SHARE CITY MATCH CITY CRA ALLOCATION Hurricane Harbor Dabrowski $2,300,000 $500,000 $2,300,000 $571,000 $2,070,000 $450,000 $230,000 $121,000 $250,000 $101,000 TOTAL $2,800,000 $2,871,000 $2,520,000 $351,000 $351,000 Additional CRA Allocation $0 FY 10 CRA Available $500,000 CHART 2 DABROWSKI COUNTER OFFER CITY REMAINS REVENUE NEUTRAL ($571,000 CHART 4 DABROWSKI COUNTER OFFER APPRAISED VALUE RECOMMENDATION Staff recommends to the CRA Board that a counter offer between $550,000 $600,000 be made to the Dabrowski trust. Allocation for such a motion can be made based upon the illustrative charts above. In addition, the CRA Board should reconvene if the offer is rejected to determine (1) another offer; or, (2) abandonment of the Dabrowski purchase. Project: Sebastian Working Waterfront Collaborative Contract Project 08- 003 -WW1 Property Tax I.D. 06-31-39-00001-0010-00002.0 Parcel Dabrowski Trust OPTION AGREEMENT FOR SALE AND PURCHASE THIS AGREEMENT is made this day of 2010, between HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007, whose address is c \o Herbert V. Morrison, Trustee, 28826 Ramblewood Drive, Farmington Hills, MI 48334 -1750, as "Seller and the FLORIDA COMMUNITIES TRUST, a nonregulatory agency within the Department of Community Affairs, "Acquiring Agency whose address is 2555 Shumard Oak Boulevard, Tallahassee, Florida 32399, and the CITY OF SEBASTIAN, a municipality within Indian River County, Florida, "Local Government whose address is 1225 Main Street, Sebastian, Florida 32958. Acquiring Agency and Local Government will be collectively referred to as "Purchaser 1. GRANT OF OPTION. Seller hereby grants to Purchaser the exclusive option to purchase the real property located in Indian River County, Florida, described in Exhibit "A together with all improvements, easements and appurtenances "Property"), in accordance with the provisions of this Agreement. This Option Agreement becomes legally binding upon execution by the parties but exercise of the option is subject to approval by Purchaser and is effective only if Acquiring Agency and Local Government give written notice of exercise to Seller. 2. OPTION TERMS. The option payment is $100.00 "Option Payment The Option Payment, in the form of a state warrant, will be forwarded to Seller upon its receipt by Acquiring Agency from the Comptroller of the State of Florida. The option may be exercised during the period beginning with the Purchaser's approval of this Agreement and the Acquiring Agency's governing body granting project approval in accordance with Rule 9K -9, Florida Administrative Code, and ending on June 30, 2010, "Option Expiration Date unless extended by other provisions of this Agreement. In the event Acquiring Agency's Purchase Price (as hereinafter defined in paragraph 3.A) or Local Government's Purchase Price (as hereinafter defined in paragraph 3.A) are not available by the Option Expiration Date the period of exercise of the option may be extended until such funds become available, not to exceed 60 days after the Option Expiration Date, by written notice to Seller. 3.A. TOTAL PURCHASE PRICE. The total purchase price "Total Purchase Price for the Property is SEVEN HUNDRED FIFTY THOUSAND and no /100 Dollars ($750,000.00) which, after reduction by the amount of the Option Payment, will be paid by Acquiring Agency and Local Government at closing. Seller hereby authorizes Acquiring Agency to issue a state warrant directly to an escrow agent who is authorized by law to receive such payment, and who is acceptable to Purchaser, and to require the escrow agent to pay Sellers expenses of sale and real estate taxes. This Total Purchase Price presumes that the Property contains at least .38 acres of uplands, to be confirmed by the Survey, as provided in paragraph 5. The Total Purchase Price shall be paid to Seller as follows: Acquiring Agency shall pay the lesser of $450,000.00 or 90% of the final adjusted Acquiring Agency Purchase Price for the Property as determined in accordance with paragraph 3.B. "Acquiring Agency's Purchase Price which after reduction by Acquiring Agency of the Option Payment, will be paid to Seller by state warrant at closing; and Local Government shall pay $300,000.00 or the balance (remainder) of the Total Purchase Price for the Property as determined in accordance with paragraph 3.B. "Local Government's Purchase Price will be paid to Seller by Local Government check at closing. This Agreement is contingent upon approval of Total Purchase Price, Acquiring Agency's Purchase Price, and Local Government's Purchase Price by Purchaser and upon confirmation that the Acquiring Agency Purchase Price is March 4, 2010 08- 003 -WW1 1 not in excess of the final maximum approved acquiring agency purchase price of the Property as determined in accordance with Rule 9K- 10.004, Florida Administrative Code "Maximum Approved Purchase Price This Agreement is also contingent upon Local Government's funds for closing being available at closing and upon Local Government giving written notice to Acquiring Agency, prior to the exercise of the option, that these funds are available to close in accordance with this Agreement. If such notification is not accomplished, Acquiring Agency may in its sole discretion declare this Agreement void and of no further force and effect as of that date. Local Government's funds are the sole responsibility of Local Government. Seller shall have no recourse whatsoever, at law or equity, against Acquiring Agency or the Property as a result of any matter arising at any time whether before or after fee simple title is conveyed to Local Government, relating to Local Government's funds, Acquiring Agency shall have no obligation under this Agreement to provide any portion of Local Government's funds. Acquiring Agency's funds necessary to close are the sole responsibility of Acquiring Agency. Seller shall have no recourse whatsoever, at law or equity, against Local Government or the Property as a result of any matter arising at any time, whether before or after fee simple title is conveyed to Local Government, relating to Acquiring Agency's funds. Local Government shall have no obligation under this Agreement to provide any portion of Acquiring Agency's funds. Should Local Government's funds or Acquiring Agency's funds not be available for any reason, Purchaser or Seller may elect to terminate this Agreement by written notice to the parties without liability to any party. Acquiring Agency and Local Government agree that the Local Government shall take fee simple title to all of the Property at the closing notwithstanding that Acquiring Agency and Local Government are required to pay all of the Total Purchase Price in the manner set forth in this Agreement. Conveyance of the Property in fee simple from Seller to Local Government will take place at the closing, in exchange for the payments to be made by Acquiring Agency and Local Government to Seller at closing as set forth above in this paragraph 3.A. This Agreement is also contingent upon the simultaneous closing of that certain Option Agreement for Sale and Purchase between Purchaser and Sebastian Harbour, Ltd., and Dancu Holding, Inc., for that real property described in Exhibit "B" attached hereto. 3.B. ADJUSTMENT OF TOTAL PURCHASE PRICE. If, prior to closing, Acquiring Agency determines that the Acquiring Agency Purchase Price stated in paragraph 3.A. exceeds the final Acquiring Agency Maximum Approved Purchase Price of the Property, the Acquiring Agency's Purchase Price will be reduced to the final Acquiring Agency's Maximum Approved Purchase Price of the Property. Upon determination of the final adjusted Acquiring Agency's Purchase Price, Local Government's Purchase Price will be determined and adjusted in accordance with paragraph 3.A. 4.A. ENVIRONMENTAL SITE ASSESSMENT. Seller shall, at Seller's sole cost and expense and at least 30 days prior to the Option Expiration Date, furnish to Local Government and Acquiring Agency an environmental site assessment of the Property which meets the standard of practice of the American Society of Testing Materials "ASTM Seller shall use the services of competent, professional consultants with expertise in the environmental site assessing process to determine the existence and extent, if any, of Hazardous Materials on the Property. For purposes of this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste of any kind or any other substance which is regulated by any Environmental Law (as hereinafter defined in paragraph 4.B.). The examination of hazardous materials contamination shall be performed to the standard of practice of the ASTM. For Phase I environmental site assessment, such standard of practice shall be the ASTM Practice E 1527. If the Findings and Conclusions section of the assessment reports evidence of recognized environmental conditions, then a Phase II Environmental Site Assessment shall be performed to address any suspicions raised in the Phase I environmental site assessment and to confirm the presence of contaminants on site. The environmental site March 4, 2010 08- 003 -WW1 2 assessment shall be certified to Purchaser and Seller and the date of certification shall be within 90 days before the date of closing. Acquiring Agency shall reimburse Seller for the Acquiring Agency approved cost of the environmental site assessment's, not to exceed $10,000.00 upon Seller's submission of the necessary documentation to Acquiring Agency which evidences payment in full of the environmental site assessment costs by Seller. This reimbursement is contingent upon a sale of the Property to Purchaser. 4.B. HAZARDOUS MATERIALS. In the event that the environmental site assessment provided for in paragraph 4.A. confirms the presence of Hazardous Materials on the Property, Purchaser, at its sole option, may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. Should Purchaser elect not to terminate this Agreement, Seller shall, at his sole cost and expense and prior to the exercise of the option and closing, promptly commence and diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance with any and all applicable federal, state or local laws, statutes, ordinances, rules, regulations or other governmental restrictions regulating, relating to, or imposing liability or standards of conduct concerning Hazardous Materials "Environmental Law However, should the estimated cost of clean up of Hazardous Materials exceed a sum which is equal to 2% of the Total Purchase Price as stated in paragraph 3.A., Seller may elect to terminate this Agreement and no party shall have any further obligations under this Agreement. 5. SURVEY. Seller shall, at Seller's sole cost and expense and not less than 35 days prior to the Option Expiration Date, deliver to Local Government and Acquiring Agency a current boundary survey of the Property prepared by a professional land surveyor licensed by the State of Florida which meets the standards and requirements of Acquiring Agency "Survey It is Seller's responsibility to ensure that the surveyor contacts the Acquiring Agency regarding these standards and requirements and the cost of the Survey prior to the commencement of the Survey. The Survey shall be certified to Purchaser and the title insurer and the date of certification shall be within 90 days before the date of closing, unless this 90 day time period is waived by Purchaser and by the title insurer for purposes of deleting the standard exceptions for survey matters and easements or claims of easements not shown by the public records from the owner's title policy. If the Survey shows any encroachment on the Property or that improvements intended to be located on the Property encroach on the land of others, the same shall be treated as a title defect. Acquiring Agency shall reimburse Seller for the Acquiring Agency approved cost of Survey, not to exceed $10,000.00, upon Seller's submission of the necessary documentation to Acquiring Agency which evidences payment in full of the Survey costs by Seller. This reimbursement is contingent upon a sale of the Property to Purchaser. 6. TITLE INSURANCE. Seller shall, at Seller's sole cost and expense and at least 35 days prior to the Option Expiration Date, furnish to Purchaser a marketable title insurance commitment, to be followed by an owner's marketable title insurance policy (ALTA Form "B from a title insurance company, approved by Acquiring Agency, insuring marketable title to the Property in the amount of the Purchase Price. Seller shall require that the title insurer delete the standard exceptions of such policy referring to: (a) all taxes, (b) unrecorded rights or claims of parties in possession, (c) survey matters, (d) unrecorded easements or claims of easements, and (e) unrecorded mechanics' liens. Purchaser shall reimburse Seller for Seller's cost for the owner's title insurance policy required hereunder. Purchaser's reimbursement shall not exceed an amount which is equal to the minimum promulgated rate permitted by the Florida Insurance Commissioner's rules and regulations. Purchaser shall not be required to reimburse Seller until Seller has submitted the necessary documentation to Acquiring Agency which evidences payment in full of the title insurance cost by Seller and until the final owner's title insurance policy has been received and approved by Acquiring Agency. This reimbursement is contingent upon a sale of the Property to Purchaser. 7. DEFECTS IN TITLE. If the title insurance commitment or survey furnished to Purchaser March 4, 2010 08- 003 -WW1 3 pursuant to this Agreement discloses any defects in title which are not acceptable to Purchaser, Seller shall, within 90 days after notice from Purchaser, remove said defects in title. Seller agrees to use diligent effort to correct the defects in title within the time provided. If Seller is unsuccessful in removing the title defects within said time or if Seller fails to make a diligent effort to correct the title defects, Purchaser shall have the option to either: (a) accept the title as it then is with a reduction in the Total Purchase Price by an amount determined by Acquiring Agency and acceptable to Seller, (b) accept the title as it then is with no reduction in the Total Purchase Price, (c) extend the amount of time that Seller has to cure the defects in title, or (d) terminate this Agreement, thereupon releasing Purchaser and Seller from all further obligations under this Agreement. 8. INTEREST CONVEYED. At closing, Seller shall execute and deliver to Local Government a statutory warranty deed in accordance with Section 689.02, Florida Statutes, conveying marketable title to the Property in fee simple free and clear of all liens, reservations, restrictions, easements, leases, tenancies and other encumbrances, except for those that are acceptable encumbrances in the opinion ofPurchaser and do not impair the marketability of the title to the Property. The grantee in Seller's Trustee Deed shall be the CITY OF SEBASTIAN. 9. PREPARATION OF CLOSING DOCUMENTS. Upon execution of this Agreement, Seller shall submit to Purchaser a properly completed and executed beneficial interest affidavit and disclosure statement as required by Sections 286.23, and 380.08(2), Florida Statutes. Seller shall prepare the deed described in paragraph 8. of this Agreement, Seller's closing statement, the title, possession and lien affidavit certified to Purchaser and title insurer in accordance with Section 627.7842, Florida Statutes, and an environmental affidavit. The deed, title, possession and lien affidavit and environmental affidavit shall be prepared on Acquiring Agency forms which will be provided by Acquiring Agency. Acquiring Agency shall prepare Purchaser's closing statement. All prepared documents shall be submitted to Local Government and Acquiring Agency for review and approval at least 30 days prior to the Option Expiration Date. 10. PURCHASER REVIEW FOR CLOSING. Purchaser will approve or reject each item required to be provided by Seller under this Agreement within 30 days after receipt by Purchaser of all of the required items. Seller will have 30 days thereafter to cure and resubmit any rejected item to Purchaser. In the event Seller fails to timely deliver any item, or Purchaser rejects any item after delivery, Purchaser may in its discretion extend the Option Expiration Date. 11. EXPENSES. Seller will pay the documentary revenue stamp tax and all other taxes or costs associated with the conveyance, including the cost of recording the deed described in paragraph 8. of this Agreement and any other recordable instruments which Purchaser deems necessary to assure good and marketable title to the Property. 12. TAXES AND ASSESSMENTS. All real estate taxes and assessments which are or which may become a lien against the Property shall be satisfied of record by Seller at closing. In the event the Local Government acquires fee title to the Property between January 1 and November 1, Seller shall, in accordance with Section 196.295, Florida Statutes, place in escrow with the county tax collector an amount equal to the current taxes prorated to the date of transfer, based upon the current assessment and millage rates on the Property. In the event the Local Government acquires fee title to the Property on or after November 1, Seller shall pay to the county tax collector an amount equal to the taxes that are determined to be legally due and payable by the county tax collector. 13. CLOSING PLACE AND DATE. The closing shall be on or before 15 days after Purchaser exercises the option; provided, however, that if a defect exists in the title to the Property, title commitment, Survey, March 4, 2010 08- 003 -WW1 4 environmental site assessment, or any other documents required to be provided or completed and executed by Seller, the closing shall occur either on the original closing date or within 60 days after receipt of documentation curing the defects, whichever is later. The date, time and place of closing shall be set by Purchaser. 14. RISK OF LOSS AND CONDITION OF REAL PROPERTY. Seller assumes all risk of Loss or damage to the Property prior to the date of closing and warrants that the Property shall be transferred and conveyed to the Local Government in the same or essentially the same condition as of the date of Seller's execution of this Agreement, ordinary wear and tear excepted. However, in the event the condition of the Property is altered by an act of God or other natural force beyond the control of Seller, Purchaser may elect, at its sole option, to terminate this Agreement and neither party shall have any further obligations under this Agreement. Seller represents and warrants that there are no parties other than Seller in occupancy or possession of any part of the Property. 15. RIGHT TO ENTER PROPERTY AND POSSESSION. Seller agrees that from the date this Agreement is executed by Seller, Purchaser and its agents, upon reasonable notice, shall have the right to enter the Property for all lawful purposes in connection with this Agreement. Seller shall deliver possession of the Property to the Local Government at closing. 16. ACCESS. Seller warrants that there is legal ingress and egress for the Property over public roads or valid, recorded easements that benefit the Property. 17. DEFAULT. If Seller or Purchaser defaults under this Agreement, either party may waive the default and proceed to closing, seek specific performance, or refuse to close and elect to receive the return of any money paid, each without waiving any action for damages, or any other remedy permitted by law or in equity resulting from either parties default. 18. BROKERS. Seller warrants that no persons, firms, corporations or other entities are entitled to a real estate commission or other fees as a result of this Agreement or subsequent closing, except as accurately disclosed on the disclosure statement required in paragraph 9. Seller shall indemnify and hold Purchaser harmless from any and all such claims, whether disclosed or undisclosed. 19. RECORDING. This Agreement, or notice of it, may be recorded by Purchaser in the appropriate county or counties with the prior written approval of all parties. 20. ASSIGNMENT. This Agreement may be assigned by Purchaser with prior written approval by Seller, in which event Purchaser will provide written notice of assignment to Seller. This Agreement may not be assigned by Seller without the prior written consent of Purchaser. 21. TIME. Time is of essence with regard to all dates or times set forth in this Agreement. 22. SEVERABILITY. In the event any of the provisions of this Agreement are deemed to be unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected. 23. SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, Seller's heirs, legal representatives, successors and assigns will be bound by it. Upon Purchaser's approval of this Agreement and Purchaser's exercise of the option, Purchaser and Purchaser's successors and assigns will be bound by it. Whenever used, the singular shall include the plural and one gender shall include all genders. March 4, 2010 08- 003 -WW1 5 24. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties. 25. WAIVER. Failure of Purchaser to insist upon strict performance of any covenant or condition of this Agreement, or to exercise any right herein contained, shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right; but the same shall remain in full force and effect. 26. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment or alteration thereto, shall not be effective or binding upon any of the parties hereto until it has been executed by all of the parties hereto. 27. ADDENDUM. Any addendum attached hereto that is signed by the parties shall be deemed a part of this Agreement. 28. NOTICE. Whenever either party desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally or mailed to the appropriate address indicated on the first page of this Agreement, or such other address as is designated in writing by a party to this Agreement. 29. SURVIVAL. The covenants, warranties, representations, indemnities and undertakings of Seller set forth in this Agreement shall survive the closing, the delivery and recording of the deed described in paragraph 8. of this Agreement and Local Government's possession of the Property. THIS AGREEMENT IS INITIALLY TRANSMITTED TO THE SELLER AS AN OFFER. IF THIS AGREEMENT IS NOT EXECUTED BY THE SELLER ON OR BEFORE MARCH 5, 2010, THIS OFFER WILL BE VOID UNLESS THE PURCHASER, AT ITS SOLE OPTION, ELECTS TO ACCEPT THIS OFFER. THE EXERCISE OF THIS OPTION IS SUBJECT TO: (1) APPROVAL OF THIS AGREEMENT BY PURCHASER, (2) ACQUIRING AGENCY'S GOVERNING BODY GRANTING APPROVAL IN ACCORDANCE WITH RULE 9K -9, FLORIDA ADMINISTRATIVE CODE, (3) CONFIRMATION THAT THE TOTAL PURCHASE PRICE IS NOT IN EXCESS OF THE FINAL MAXIMUM APPROVED PURCHASE PRICE OF THE PROPERTY, AND (4) LOCAL GOVERNMENT AND ACQUIRING AGENCY APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER BY SELLER. THE ACQUIRING AGENCY'S PERFORMANCE AND OBLIGATION TO PAY UNDER THIS CONTRACT IS CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE LEGISLATURE. THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. March 4, 2010 08- 003 -WW1 6 SELLER HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007 By: Witness as to Seller Name: HERBERT V. MORRISON, Trustee Witness as to Seller Trust Federal Identification No. STATE OF MICHIGAN) COUNTY OF (NOTARY PUBLIC) SEAL Notary Public March 4, 2010 08- 003 -WW1 7 My Commission Expires: Date signed by Seller The foregoing instrument was acknowledged before me this day of 2010, by HERBERT V. MORRISON, as Trustee of HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007, who is personally known to me or who has produced a driver license issued within the last five years as identification. (Printed, Typed or Stamped Name of Notary Public) Commission No.: PURCHASER Witness as to Local Government Witness as to Local Government Approved as to Form and Legality By: Date: STATE OF FLORIDA) behalf of the Local Government. They are personally known to me. (NOTARY PUBLIC) SEAL Notary Public March 4, 2010 08- 003 -WW1 8 My Commission Expires: LOCAL GOVERNMENT CITY OF SEBASTIAN By: Name: Its: Attest: COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me this day of 2010, by as of the CITY OF SEBASTIAN, Florida on (Clerk or Deputy Clerk) (OFFICIAL SEAL) Date signed by Local Government (Printed, Typed or Stamped Name of Notary Public) Commission No.: PURCHASER Witness as to Acquiring Agency KEN REECY Community Program Manager Witness as to Acquiring Agency Approved as to Form and Legality By: Trust Counsel Date: STATE OF FLORIDA COUNTY OF LEON The foregoing instrument was acknowledged before me this day of 2010, by KEN REECY, Community Program Manager, Florida Communities Trust, on behalf of the Acquiring Agency. He is personally known to me. (NOTARY PUBLIC) SEAL Notary Public March 4, 2010 08-003--WW1 9 My Commission Expires: ACQUIRING AGENCY FLORIDA COMMUNITIES TRUST By: Date signed by Acquiring Agency (Printed, Typed or Stamped Name of Notary Public) Commission No.: EXHIBIT "A" LEGAL DESCRIPTION Beginning at the intersection of the South line of Middleton's Subdivision and the East right -of -way line of Indian River Drive (being a point 37.15 feet due East of the center line of Indian River Drive), the point of beginning; thence Northerly 118 degrees 41' 37" along the east right -of -way line of Indian River Drive, a distance of 184.75 feet more or less to a concrete monument marked X; thence run East 10 degrees North of due East to the high water line of the Indian River, thence Southerly along the high water line of said Indian River to a point intersecting the Easterly projected South line of Middleton's Subdivision and the high water line of the Indian River; thence West to the Point of Beginning. Being a part of government Lot 1, Section 6, Township 32 South, Range 39 East. FINAL LEGAL DESCRIPTION WILL BE DETERMINED UPON RECEIPT AND APPROVAL OF FINAL SURVEY AS REQUIRED IN PARAGRAPH 5. March 4, 2010 08 003 -WW1 10 FROM A POINT OF BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF GOVERNMENT LOT OF SECTION 31, TOWNSHIP 30 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, AND THE MEAN HIGH WATER MARK OF THE WEST BANK OF INDIAN RIVER, RUN WEST ALONG SAID SOUTH LINE OF GOVERNMENTAL LOT 2 A DISTANCE OF 80.05 FEET, MORE OR LESS, TO THE EAST RIGHT-OF-WAY OF OLD U.S. HIGHWAY NO. 1, SAID RIGHT OF-WAY BEING 66 FEET; THENCE RUN NORTH 25 °22' WEST ALONG SAID EAST RIGHT -OF -WAY LINE A DISTANCE OF 71.45 FEET; THENCE RUN EAST, PARR! 1 FL TO THE SOUTH LINE OF SAID GOVERNMENTAL LOT 2, A DISTANCE OF 94.89 FEET; THENCE RUN NORTH 70 °45' EAST A DISTANCE OF 132.03 FEET TO THE ESTABLISHED BULKHEAD LINE; THENCE RUN SOUTH 25 °22` EAST ALONG SAID BULKHEAD LINE A DISTANCE OF 66.43 FEET; THENCE RUN SOUTH 70 °45" WEST A DISTANCE OF 145.50 FEET TO THE POINT BEGINNING ON THE MEAN HIGH WATER LINE OF INDIAN RIVER AND ON THE SOUTH LINE OF SAID GOVERNMENTAL LOT 2; AND LOT 1, BLOCK 2, MIDDLETON'S SUBDIVISION, RECORDED IN PLAT BOOK 2, PAGE 56, PUBLIC RECORDS OF ST. LUCIE COUNTY, FLORIDA, AND SAID LAND NOW LYING IN INDIAN RIVER COUNTY, FLORIDA. AND ALSO ALL OF LOT 1, BLOCK 1, MIDDLETON'S SUBDIVISION, ACCORDING TO PLAT THEREOF RECORDED IN PLAT 800K 2, PAGE 56, PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA LYING EAST OF INDIAN RIVER DRIVE (OLD U.S. HWY #1) AND DESCRIBED AS FOLLOWS: FROM A POINT BEGINNING AT THE MEAN HIGH WATER LINE OF THE WEST SHORE OF THE INDIAN RIVER ON THE TOWNSHIP LINE BETWEEN TOWNSHIP 30 SOUTH AND TOWNSHIP 31 SOUTH, RUN WEST ALONG SAID TOWNSHIP LINE (SAME BEING THE NORTH LINE OF SAID LOT 1, BLOCK 1, MIDDLETON'S SUBDIVISION) A DISTANCE OF 80.05 FEET MORE OR LESS, TO THE EAST RIGHT -OF- WAY OF INDIAN RIVER DRIVE (OLD U.S. HIGHWAY NO. 1) SAID RIGHT -OF WAY BEING 66 FEET IN WIDTH; THENCE RUN SOUTH 25 °22 EAST ALONG SAID EAST RIGHT -OF -WAY A DISTANCE OF 90 FEET; THENCE RUN NORTH 80 °00'00" EAST A DISTANCE OF 113 FEET MORE OR LESS TO THE MEAN HIGH WATER LINE OF THE INDIAN RIVER; THENCE MEANDER THE MEAN HIGH WATER LINE IN A NORTHWES 1 ERLY DIREC 1ION TO THE POINT OF BEGINNING. AND WEST SIDE OF INDIAN RIVER DRIVE: LOTS 2, 3 BLOCK 2, MIDDLETON'S SUBDIVISION, RECORDED IN PLAT BOOK 2, PAGE 56, PUBLIC RECORDS OF ST. LUCIE COUNTY, FLORIDA, AND SAID LAND NOW LYING IN INDIAN RIVER COUNTY, FLORIDA. March 4, 2010 08- 003 -WW1 11 EXHIBIT "B" LEGAL DESCRIPTION STATE OF COUNTY OF Before me, the undersigned authority, personally appeared ADDENDUM BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT (OTHER) of 2010, who, first being duly sworn, deposes and says: this day 1) That HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007, whose address is whose address is c \o Herbert V. Morrison, Trustee, 28826 Ramblewood Drive, Farmington Hills, MI 48334 -1750, is the record owner of the Property. The following is a list of every "person" (as defined in Section 1.01(3), Florida Statutes) holding 5% or more of the beneficial interest in the Property: Name March 4, 2010 08- 003 -WW1 12 (if more space is needed, attach separate sheet) Address Interest 2) That to the best of the affiant's knowledge, all persons who have a financial interest in this real estate transaction or who have received or will receive real estate commissions, attorney's or consultant's fees or any other fees or other benefits incident to the sale of the Property are: Name Address Reason for Payment Amount 3) That, to the best of the affiant's knowledge, the following is a true history of all financial transactions (including any existing option or purchase agreement in favor of affiant) concerning the Property which have taken place or will take place during the last five years prior to the conveyance of title to the CITY OF SEBASTIAN: Name and Address Type of Amount of of Parties Involved Date Transaction Transaction This affidavit is given in compliance with the provisions of Sections 286.23 and 380.08(2), Florida Statutes. AND FURTHER AFFIANT SAYETH NOT. SWORN TO and subscribed before me this day of 2010, by HERBERT V. MORRISON as TRUSTEE of HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007, who is personally known to me or who has produced a drivers license as identification and who did take an oath. FLORIDA COMMUNITIES TRUST APPROVED AS TO FORM AND LEGALITY By: Trust Counsel Date: March 4, 2010 08- 003 -WW1 13 AFFIANT HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007 Notary Public (Printed, Typed or Stamped Name of Notary) Commission No.: My Commission Expires: A. At the same time that Seller submits the closing documents required by paragraph 9. of this Agreement, Seller shall also submit the following to Purchaser: 1. Copies of the written trust agreement and all amendments thereto, 2. All certificates, affidavits, resolutions or other documents as may be required by Acquiring Agency or the title insurer, which authorize the sale of the Property to Purchaser in accordance with the terms of this Agreement and evidence Seller's authority to execute this Agreement and all other documents required by this Agreement, and 3. Copy of proposed opinion of counsel as required by paragraph B. below. B. As a material inducement to Purchaser entering into this Agreement and to consummate the transaction contemplated herein, Seller covenants, represents and warrants to Purchaser as follows: 1. Seller's execution of this Agreement and the performance by Seller of the various terms and conditions hereof, including, without limitation, the execution of all agreements, notices and other documents hereunder, have been duly authorized by the requisite trust authority. 2. This Agreement, when executed and delivered, will be valid and legally binding upon Seller and enforceable in accordance with its terms and neither the execution of this Agreement and the other instruments to be executed hereunder by Seller, nor the performance by it of the various terms and conditions hereto will violate the terms of the trust agreement or any amendment thereto. At the closing, Seller shall deliver to Purchaser an opinion of counsel to the effect that the covenants, representations and warranties contained above in this paragraph B. are true and correct as of the closing date. In rendering the foregoing opinion, such counsel may rely as to factual matters upon certificates or other documents furnished by beneficiaries, partners, officers, officials and other counsel of Seller, and upon such other documents and data as such beneficiaries, partners, officers, officials and counsel may deem appropriate. SELLER HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007 By: HERBERT V. MORRISON, TRUSTEE Date Signed by Seller March 4, 2010 08- 003 -WW1 ADDENDUM (TRUSTEE) 14 PURCHASER LOCAL GOVERNMENT CITY OF SEBASTIAN By: Name: Date signed by Purchaser FLORIDA COMMUNITIES TRUST By: KEN REECY, COMMUNITY PROGRAM MANAGER Date signed by Purchaser