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03222010CRA Agenda01YOF HOME OF PELICAN ISLAND COMMUNITY REDEVELOPMENT AGENCY (CRA) (CITY COUNCIL) AGENDA MONDAY, MARCH 22, 2010 5:00 PM CITY COUNCIL CHAMBERS 1225 MAIN ST, SEBASTIAN, FL Continuation of March 10, 2010 CRA Meeting 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. UNFINISHED BUSINESS FROM 3/10/10 A. Council Deliberation and Action on Stan Mayfield Working Waterfront Dabrowski Purchase (City Manager Transmittal, 3/10/10 Draft Minutes, Backup from 3/10/10 Meeting, Agreement) 5. PUBLIC INPUT 6. 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. Subject: DEBROWSKI PARCEL PURCHASE CONTINUATION Ap oved r Submittal by: Agenda No. Department Origin: City Attorney: City Manager City Clerk: Date Submitted: 17 MAR 10 A i nner, City Manager Exhibits: EXPENDITURE REQUIRED: Up to $750,000 AMOUNT BUDGETED: $351,000 (2 Parcels) APPROPRIATION REQUIRED: Up to $179,000 mra SEswsnaN HOME Of PELICAN ISLAND CRA AGENDA TRANSMITTAL SUMMARY At the CRA meeting on 10 March 2010, the Board considered the Option Agreement for the Dabrowski parcel. After approximately 70 minutes of deliberation, the Board made a motion to table the matter in order to provide more time for discussion. Since that time, FCT has notified the City that the Option Agreement for a purchase price of $750,000 has been executed by the Trustees. City Council Present: Mayor Richard H. Gillmor Vice -Mayor Jim Hill Council Member Andrea Coy Council Member Eugene Wolff Council Member Don Wright 4. APPROVAL OF MINUTES 2/10/10 CITY OF HOME OF PELICAN ISLAND COMMUNITY REDEVELOPMENT AGENCY (CRA) (CITY COUNCIL) MINUTES WEDNESDAY, MARCH 10, 2010 5:30 PM CITY COUNCIL CHAMBERS 1225 MAIN ST, SEBASTIAN, FL 1. Mayor Gillmor called the CRA Meeting to order at 5:30 p.m. 2. The Pledge of Allegiance was recited. 3. ROLL CALL Staff Present: City Manager, Al Minner City Attorney, Robert Ginsburg City Clerk. Sally Maio Deputy City Clerk, Jeanette Williams Growth Management Director, Rebecca Grohall Police Chief, Michelle Morris DRAFT MOTION by Mr. Hill and SECOND by Ms. Coy to approve the February 10 2010 minutes passed with a voice vote of 5 -0. 5. NEW BUSINESS A. Stan Mayfield Working Waterfront Dabrowski Purchase (City Manager Transmittal) The City Manager said staff is very close to the end of the grant procurement portion of the process and noted the packet recapped the grant application, the City's efforts in obtaining the property to create the working waterfront. He said the Florida Communities Trust (FCT) has negotiated a price over appraised price and he was seeking authority to move forward as the price is over the assessed value. Community Redevelopment Agency Meeting March 10, 2010 Page Two l�J IDRAFT John Conway, Chair, Working Waterfront Committee, read from a report of the Committee. (see attached) He said the project was to stimulate the commercial fishing industry, provide waterfront destination for water enthusiasts, educate the public about fishing, and promote the historic fishing industry which will increase area hotel, food, and beverage services. He said the Committee recommendation is to move forward and close on the property. The City Manager said going forward the Dabrowski parcel has become critical because of the need of the working waterfront which was going to be the heartbeat of the project. He recommended putting together the two parcels and lease out for both uses, noting the Fishing Co -op are the best people to do that. He offered three options to the CRA Board as set out in the agenda packet: 1) Give himauthorization to purchase the Dabrowski parcel at $750,000 2) Give a counteroffer to the trustee 3) Deny the offer He said the project has merit and is a classic example of the use of redevelopment dollars. He also said there are some budget ramifications if they spill over and he can explain where to get the money from. DR. PFT 6. PUBLIC INPUT Damien Gilliams, 1623 US Highway 1, disagreed with the project, citing the current economy, inappropriate use of CRA funds, new regulations being imposed on the fishing industry, and taking prime property off the market. Sal Neglia, Member of the Working Waterfront Committee, said he thought earlier it would be a good thing for City but he was under the assumption it would be a museum, and education center, didn't think there would be enough money for the CAVCORP property and cited the Archie Carr property purchased by the County. He urged the Board to give it a lot of thought. Barbara Salmon, Member of the Working Waterfront Committee, spoke in favor of the project, said there are a lot of interested people waiting to see if the City purchases the Dabrowski property, and CAVCORP can wait. Louise Kautenburg said if you do nothing, nothing will happen but continual degradation of the area, said this week three people told her they purchased Sebastian property because of the Main Street boat ramp improvements. Chris Pinson said this town has done nothing for the commercial fisherman, it is worth the investment, otherwise it will be bought for condos and docks, and there are a number of business opportunities to go in there, and if the City is going to make an offer, there should be a letter of intent to sell at a specific price. 2 Community Redevelopment Agency Meeting March 10, 2010 Page Three DRAFT Ed Herlihy, Sebastian, said this Council voted to start the working waterfront project, he strongly urged Council to approve option number two, allowing the City Manager to see if he can get a lower price. Mayor Gillmor asked everyone to recall the amount of time spent on the Main Street project which has been a wonderful, but said it is hard to pay more money than what it appraises for. MOTION by Mayor Gillmor and SECOND by Ms. Coy to approve chart number two, bringing this back to the City Manager to negotiate at $571,000 which will still brings the City in under budget. Mr. Wolff said when the City Manager started off he mentioned the collaboration with Fisherman's Landing, to which Council had sent a letter of support to FCT for their grant application but we were not privy to the application. He asked the City Manager for details on the collaboration between the City and Fisherman's Landing. The City Manager explained at the time that Council submitted a supporting resolution, Fisherman's Landing was not prepared /willing to share and after the grants closed up, we received a copy of the grant. He said their grant estimated a $2 M purchase for Dabrowski and their goals matched the "A" purpose of the grant which was to invest and rebuild a working waterfront with piers, docks, kiosks, fishing house. He explained Fisherman's Landing pays expenses to the Dabrowski trust now, they want to purchase that ground and invest back what they pay now. He said the "B" portion was to be the ancillary items to include restaurants, museums and as the City got more into it, the City found some things couldn't be as business enterprising as we wanted, so the Committee decided to buy the property. Mr. Wolff asked what investments or securities Fisherman's Landing might have. The City Manager said he knows of the investments they put into the dock and the expenses they pay now. AFT Mr. Wolff asked if Fisherman's Landing, Inc. would be the sole recipient of the lease or will it be an RFP process that is open to others. The City Manager explained that the City should lease it with Fisherman's Landing because as the Committee was working on Hurricane Harbor and Sebastian Entertainment's business plan, the Committee decided to obtain a RFP for a fish market, an ice depot, and eco tours. The City only received one proposal but the feedback was that the fisherman weren't interested in filling out paperwork that doesn't have working waterfront next to it. He said the use of the property without the Dabrowski purchase is in limbo but without the security of knowing there will be an actual waterfront, the City lost the fishermen's interest. 3 Community Redevelopment Agency Meeting March 10, 2010 Page Four 6:15 pm Mr. Wolff said he wanted to understand the statement that they had said they were not interested in it if the Dabrowski property was not included so he contacted the City Clerk to find it in minutes of the public meetings that it came from bu a could ,liz not find any. Mr. Wolff asked the City Manager if he buys into the concept of single property FAT leased to Fisherman's Landing. The City Manager said he didn't foresee a unity of title but a lease over two parcels that depict what Fisherman's Landing is to do at the Dabrowski parcel and they will take charge of the Hurricane Harbor building, in exchange for the price of a lease. The City Manager said he sees a lease over the two parcels and in exchange for what we want them to do. The City needs to be extremely reasonable with the lease price to make sure the fishermen are investing back into the property. Mr. Wolff asked how that reconciles with other business owners in the district that have similar businesses. The City Manager said the FCT rules benefit the businesses that support commercial fisherman such as packing houses, retail fish market, museums so we will try not to compete with the businesses on Indian River Drive. Mr. Wolff said the trustee has an appraisal for $1.5 M and he asked if the City Manager saw the appraisal. The City Manager said that is what the trustee represented to us, and the FCT did an appraisal of $500,465. Mr. Wolff said it has been his experience that if you can't see the appraisal, there is a good chance it is non existent, and asked why we would purchase above the appraised amount in the worst real estate market in history. The City Manager said this is a classic example of why government can't get good deal when they purchase property because of the sunshine law, Dabrowski had in his mind that his property was worth $2 M which carried over to Fisherman's Landing opinion and they agreed even though the market was declining, and as the City moved forward, we leaned on appraised value numbers where there was $1 M gap and at every turn they used our documentation to keep the offer high. He continued to say that the perceived values, and our planning for it brings us to where we are at today and this is where we ask is the intrinsic value worth the extra $250,000 and he didn't want to give his opinion because it compromises what he goes back to the state with. Mr. Wolff said we have been working on word of mouth, we have nothing in writing and it makes the decision difficult. He said he did some research and cited an article dated Sept. 2008 regarding the Archie Smith House and comments from County Environmental Chief Roland DeBois who was interested in using Stan Mayfield Grant Program to teach others about Florida's commercial fishing heritage. He said he put that out there because this began in 2006 and he hoped Council could draw some conclusions from this. 4 Community Redevelopment Agency Meeting March 10, 2010 Page Five 6:28 pm DRAFT Mr. Hill said we are not going to be able to finish this and it would be in the best interest of all if we table this until we can put an entire meeting together, this is a critically important issue for the City of Sebastian, there are a lot of numbers being thrown around and we need to dissect those numbers to see if they are fair. He said the City of Sebastian has no intention of offering $750,000 for anything, rather we are considering a much smaller amount to help the state purchase it. Mr. Hill said again he thought we should table this and have a CRA meeting in the future that is completely devoted to this subject. Ms. Coy said she agreed but she didn't want to end the meeting with a negative taste in people's mouth. She pointed out that as a member of the County's Land Acquisition Committee, she did encourage the County to buy the Archie Smith parcel along with an attached parcel, but Archie Smith doesn't have a channel to get the boats in and out of. She said it could replicate a working waterfront but could never be a working waterfront. Mr. Wright said he thought it would be a wonderful project; the City has spent 10 years coming up with visions for the waterfront. He also said the Archie Smith project was never managed by the City or fishermen so it's quite different, and suggested another hour to dedicate time and effort to it, or could go along with the counter offer, which in his opinion would be rejected. Mayor Gillmor thanked everyone for their comments, said he wanted to bring this to some resolution tonight because it is difficult to negotiate in the sunshine, but the motion is to negotiate and if it fails, we may get another number from the Trust. He said he appreciated Mr. Hill's idea to table but we do have a motion and second on the floor and called the question. Ms. Coy said she was not done even though she seconded and wanted to discuss further. Mr. Wolff asked if there was a sounding made for the water's depth. The City Manager said it is functional now so he thought it was deep enough for boats to get in and out. Ms. Coy said she would like to discuss this matter further before voting. She asked the City Attorney if they could pick up exactly where they left off if they continued the meeting. The City Attorney said they could but there was no second to the motion to table. The City Clerk noted there had not been a motion to table and Mr. Hill said he made that motion. Ms. Coy seconded the motion to table. DRAFT The City Attorney advised that a motion to table takes precedence over the Mayor's motion. 5 Community Redevelopment Agency Meeting March 10, 2010 Page Six Richard H. Gillmor, Mayor ATTEST: Sally A. Maio, MMC City Clerk Result of the roll call on the motion to table: AYES: Gillmor, Hill, Coy, Wolff, Wright NAYS: None Motion carried. 7 Being no further business, Mayor Gillmor adjourned the CRA meeting at 6:38 p.m. Approved at the CRA meeting. 6 Background: Submitted by John Conway, Chairman Working Waterfront Committee to CRA at 3 -10 -2010 meeting Stan Mayfield Working Waterfront Grant The decision before the CRA Council this evening To determine if the intrinsic value of Sebastian's Working Waterfront Project warrants the purchase of the Dabrowski property for an amount that may exceed the current appraised value. The Stan Mayfield Working Waterfront Grant was established to: Assist coastal communities in the preservation of their traditional working waterfronts with the acquisition of properties to be used for the commercial harvest of marine organisms, by state licensed commercial fisherman to promote and educate the public about the cultural and historic heritage of Florida's traditional working waterfronts The City of Sebastian and Fisherman's Landing Sebastian, Inc initially pursued the grant as a collaborative effort to purchase three properties on Indian River Drive, Sebastian Entertainment Center, Hurricane Harbor Dabrowski Ocean Marine The City of Sebastian was awarded $3,163,500 from the SMWW Grant on April 14, 2009. Hurricane Harbor is under contract 1) Fisherman's Landing did not receive grant funding due to a not for profit technicality 2) Sebastian Entertainment Center rejected the State of Florida's offer As the Working Waterfront Committee researched the project, the committee realized the importance of the Dabrowski property to the overall success of the waterfront operation and due to the two events stated above, recommended moving the boundaries of the grant that was awarded to the City to include the Dabrowski property. On Oct 8, 2009 City Council agreed. The anticipated new cost to the City as outlined by staff at the time was $600,000 for the Dabrowski property. Appraised Value At the time of the initial grant application by Fisherman's Landing in Nov 2008, the Dabrowski property had an "estimated" value of $2M, then by mid 2009 to have a value of $1.5M. The state recently (2010) requested and received two appraisals for the Dabrowski property, and set the state funded purchase price at $500,000. Committee Findings Meeting throughout the year the committee has visited a commercial fishing operation, discussed the needs of the industry, the transient nature of commercial fisherman to go where the fish are, the seasonal nature of the business and the basic infrastructure requirements. The Sebastian 0 Working Waterfront will fill the recognized need to conveniently unload their catch of the day, have the availability of ice for packing, the wholesale operation onsite and the storage of equipment. This infrastructure has costs associated with it and the fishermen are willing to pay for it. Many ideas have been discussed and researched for the Hurricane Harbor property as the location for educational and civic events. The space requirement for the adjacent commercial fishing operation have also been considered, two examples would be the need for a cold storage facility and a possible retail fish market with some prepared foods. We eventually recognized that the properties could not be viewed as separate entities, with separate leases with the city. The city should lease the combined property to a single business management company. This company would then adhere to the requirements of the grant. We have also found that Department of Agriculture is very supportive of the project, along with many of the local fisherman, wholesale distribution companies and tour operators. There has however been hesitation by potential investors /business's to commit due to the uncertainty of the Dabrowski property. Without a commercial fishing dock there is no working waterfront. Project Summary as defined in the City of Sebastian Grant Application to rejuvenate the commercial fishing industry in Sebastian provide a destination for waterfront and fishing enthusiasts to educate the public about the commercial fishing heritage of Sebastian exhibitions demonstrations educational venues civic events create a destination for promoting Florida's primary and historic industry fishing matching funds CRA generate new tax bases bolster the local economy increase retail, food, beverage, hotel sales create job's Today's economic conditions have caused the value of these properties to decline, the SMWW may never be funded again and the momentum is there today to make the project successful Committee Recommendation Proceed with the working waterfront project and negotiate the best deal possible to close on the Dabrowski property Thank you in advance for considering our recommendation The City of Sebastian Working Waterfront Committee Subject: DABROWSKI LAND PURCHASE A ro for Submittal by: I, 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 rnr��oF SL����T 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 $1 FY 10 CRA Available $500,000 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. 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: 1. Approve the $750,000 offer. OPTIONS 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 DAB 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 FY 10 CRA Available �1t $500:,000'- CHART 2 DABROWSKI COUNTER OFFER CITY REMAINS REVENUE NEUTRAL ($571,000 CHART 3 DABROWSKI COUNTER OFFER CITY ADDITIONAL ALLOCATION ($600,000) PARCEL Hurricane Harbor Dabrowski TOTAL Additional CRA Allocation FY 10 CRA Available APPRISED VALUE $2,300,000 $500,000 $2,800,000 MT OFFER $2,300,000 $600,000 $2,900,000 PCT SHARE $2,070,000 $450,000 $2,520,000 -CI $230,000 $150,000 $380,000 $250,000 $101,000 $351,000 CHART 4 DABROWSKI COUNTER OFFER APPRAISED VALUE PARCEL Hurricane Harbor Dabrowski TOTAL Additional CRA Allocation FY 10 CRA Available 'APPRAISED VALUE $2,300,000 $500,000 $2,800,000 $2,300,000 $500,000 $2,800,000 FCT SHARE $2,070,000 $450,000 $2,520,000 $230,000 $50,000 $280,000 $250,000 $101,000 $351,000 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 15 th day of March 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 Seller's expenses of sale and real estate taxes which are not reimbursable by Purchaser. 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 March 15, 2010 08- 003 -WW1 1 Government shall pay $300, 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 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 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. If the final Total Purchase Price is less than 100% of the Total Purchase Price stated in paragraph 3.A. because of a reduction in either Purchaser's Purchase Price of the Property, Seller shall, in his sole discretion, have the right to terminate this Agreement and neither party shall have any further obligations under this Agreement. If Seller elects to terminate this Agreement, Seller shall provide written notice to Acquiring Agency and Local Government of his election to terminate this Agreement within 10 days after March 15, 2010 08- 003 -WW1 2 Seller's receipt of written notice from Acquiring Agency of the final adjusted Total Purchase Price. In the event Seller fails to give Acquiring Agency and Local Government a written notice of termination within the aforesaid time period from receipt of Acquiring Agency's written notice, then Seller shall be deemed to have waived any right to terminate this Agreement based upon a reduction in the Total Purchase Price stated in 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 ofthe 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 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 assessments, 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 MA1PRIALS. 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% ofthe 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 March 15, 2010 08- 003 -WW1 3 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, title search, title exam and closing fee. 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 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, with the written consent of the Seller, 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 Trustee deed in accordance with Florida Law, conveying marketable title to the Property in fee supple free and clear of all liens, reservations, restrictions, easements, leases, tenancies and other encumbrances, except for those that are acceptable encumbrances in the opinion of Purchaser 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 March 15, 2010 08- 003 -WW1 4 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, 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. March 15, 2010 08 -003 -WW1 5 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. 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. March 15, 2010 08- 003 -WW1 6 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 16, 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. IF A SIGNED ACCEPTANCE TO THIS OFFER FROM THE CITY OF SEBASTIAN IS NOT DELIVERED TO SELLER BEFORE APRIL 9, 2010, THIS OFFER AND THIS OPTION AGREEMENT SHALL BE NULL AND VOID. THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. /Witness as to Seller March 15, 2010 08- 003 -WW1 7 SELLER HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007 By: 1 44 CA/NA Name: HERBERT V. MORRISON, Trustee 26 6454787 Trust Federal Identification No. STATE OF MICHIGAN) (NOTARY PUBLIC) SEAL Notary Public Witness as to Local Government Witness as to Local Government March 15, 2010 08- 003 -WW1 8 Attest: March 15, 2010 Date signed by Seller W AYNE COUNTY OF The foregoing instrument was acknowledged before me this 15th day of March 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 personall known to r or who has produced a driver license issued within the last five years as identific. on. (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: /o■UVc tAttirrtartan ka;t+ATIA evAYNe PURCHASER LOCAL GOVERNMENT CITY OF SEBASTIAN By: Name: Its: (Clerk or Deputy Clerk) (OFFICIAL SEAL) Approved as to Form and Legality By: Date: STATE OF FLORIDA) Date signed by Local Government COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me this day of 2010, by as of the CITY OF SEBASTIAN, Florida on behalf of the Local Government. They are personally known to me. (NOTARY PUBLIC) SEAL Witness as to Acquiring Agency Notary Public March 15, 2010 08- 003 -WW1 9 (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: PURCHASER ACQUIRING AGENCY FLORIDA COMMUNITIES TRUST By: Witness as to Acquiring Agency KEN REECY Community Program Manager Date signed by 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 March 15, 2010 08 -003 WW1 Notary Public (Printed, Types or Stamped Name of Notary Public) Commission No.: My Commission Expires: 10 FINAL LEGAL DESCRIPTION WILL BE DETERMINED UPON RECEIPT AND APPROVAL OF FINAL SURVEY AS REQUIRED IN PARAGRAPH 5 March 15, 2010 08- 003 -WW1 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. 11 FROM A POINT OF BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF GOVERNMENT LOT 2, 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 UNE 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, PARALLEL TO THE SOUTH LINE OF SAID GOVERNMENTAL LOT 2, A DISTANCE OF 94.89 FEET; THENCE RUN NORTH 70 °45' EASTA 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 BOOK 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 I, 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 RLIN 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 NORTHWESTERLY DIRECTION TO THE POINT OF BEGINNING. AND March 15, 2010 08- 003 -WW1 WEST SIDE OF INDIAN RIVER DRIVE: 12 EXHIBIT "B" LEGAL DESCRIPTION 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. ADDENDUM STATE OF Michigan COUNTY OF Wayne Before me, the undersigned authority, personally appeared _Herbert V. Morrison th 15th day of March, 2010, who, first being duly sworn, deposes and says: 1) That HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007 (the "Trust"), 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 current beneficial interest in the Trust: (if more space is needed, attach separate sheet) Name Current Income beneficiaries Name March 15, 2010 08- 003 -ww1 13 BENEFICIAL INTEREST AND DISCLOSURE AFFIDAVIT (OTHER) Address Interest Anna Dabrowski, David Dabrowslci and Lynn Dabrowski 9225 87 Street, Vero Beach, FL 32967 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: Address Reason for Payment Amount Bodman LLP 1901 St. Antoine Street 6` Floor at Ford Field attorney fees to be determined Detroit, MI 48226 Surveyor, title company or attorney rendering title opinion, environmental studies —to be determined March 15, 2010 e8-003 -WW1 13 Detroit 990061 2 3) That, to the best of the affiant's lmowledge, 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 Henry J. Dabrowski July 17, 2007 Quit Claim Deed 10.00 and Anna Dabrowsl Husband and wife, Grantors Henry J. Dabrowski Revocable Living Trust dated July 17, 2007, Grantee This affidavit is given in compliance with the provisions of Sections 286.23 and 380.08(2), Florida Statutes. AND FURTHER AFFIANT SAYETH NOT. March 15, 2010 08- 003 -WW1 h et covu HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17, 2007 14 March 15, 2010 08- 003 -161141 14 AFFIANT Detroit 9900GI 2 15th SWORN TO and subscribed before me this day of March, 2010, by HERBERT V. MORRISON as TRUSTEE of HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSKI IRREVOCABLE TRUST UNDER REVOCABLE L .VING TRUST AGREEMENT DATED JULY 17, 2007, who is personally own to me or who as 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 15, 2010 08- 003 -WW1 (Printed, Typed or Stamped Name of Notary) Commission No.: My Commission Expires: /A /�d 15 CiaihnItropft Detroit 99006 1_2 ADDENDUM 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 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, assuming that the Option Agreement is enforceable under the laws of the State of Florida. 3.Neither the execution of this Agreement and the Deed 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.. At the closing, Seller shall deliver to Purchaser an opinion of counsel in the form of Trustee Addendum Exhibit No. 1 attached hereto. SELLER PURCHASER HERBERT V. MORRISON, SUCCESSOR TRUSTEE OF THE HENRY J. DABROWSXI IRREVOCABLE TRUST UNDER REVOCABLE LIVING TRUST AGREEMENT DATED JULY 17A \2007 By March 15, 2010 HERBERT V. MORRISON, TRUSTEB 4s; c20 i Date Signed b} Seller u6- 003 -WW1 16 March 15, 2010 08- 003 —WW1 16 (TRUSTEE) LOCAL GOVERNMENT CITY OF SEBASTIAN By: Name: Date signed by Purchaser FLORIDA COMMUNITIES TRUST By: KEN REECY, COMMUNITY PROGRAM MANAGER Date signed by Purchaser Detroit 9904)61_2 BODMAN LLP 6TH FLOOR AT FORD FIELD 1901 ST. ANTOINE STREET DETROIT. MICHIGAN 48226 313 393 -7579 FAX 313 -259 -7777 March 15, 2010 08- 003 -WW1 TRUSTEE ADDENDUM- EXHIBIT NO. 1 ,2010 Florida Communities Trust 2555 Shnmard Oak Boulevard Tallahassee, FL 32399 Ladies and Gentlemen: 17 City of Sebastian 1225 Main Street Sebastian, FL 32958 This firm is counsel to Herbert V. Morrison, as Successor Trustee of the Henry J. Dabrowski Irrevocable Trust under Revocable Living Trust Agreement dated July 17, 2007 ("Seller"). This opinion is given pursuant to that certain Option Agreement for Sale and Purchase dated 2010 (the "Option Agreement") between Seller and the Florida Communities Trust and the City of Sebastian (collectively, the "Purchaser"). Capitalized terms not otherwise defined herein having the meaning ascribed to them in the Option Agreement We have reviewed executed originals (or counterparts) or photographic copies of the following documents: 1. the Option Agreement; and 2. the Henry J. Dabrowski Irrevocable Trust under Revocable Living Trust Agreement dated July 17, 2007 (the "Trust Agreement") In connection with the foregoing, based upon our examination of the documents above described, and review of such certificates and other documents and such questions of law as we have considered necessary or appropriate for the purpose of the opinions hereinafter set forth, we advise you that, subject to the assumptions, qualifications and exceptions herein set forth, in our opinion: 1. Seller's execution of the Option Agreement and the performance by Seller of the various terns and conditions thereof, including, without limitation, the execution of all agreements, notices and other documents required thereunder, have been duly authorized by the requisite trust authority. 2. The Option Agreement, [when executed and delivered], will be valid and legally binding upon Seller and enforceable in accordance with its terms, assuming that the Option Agreement is enforceable under the taws of the State of Florida. 3. Neither the execution of the Option Agreement and the deed to be executed thereunder by Seller, nor the performance by it of the various terms and conditions thereto, will violate the terms of the Trust Agreement The foregoing opinion is expressly subject to the following qualifications: (a) In rendering this opinion, we have assumed n the genuineness of all signatures (other than those of Seller); (ii) the authenticity of all documents submitted as originals; (iii) the conformity to original documents of all documents submitted as certified or photostatic copies; (iv) that Seller has received the DETROIT I TROY 1 ANN ARBOR I CHEBOYGAN March 15, 2010 08- 003 —WWW1 Florida Communities Trust City of Sebastian ,2010 Page 2 18 TRUSTEE ADDENDUM Exhibit 1 consideration provided for in or contemplated by the Option Agreement, the adequacy of which also is assumed; (v) the due authorization, execution and delivery of the Option Agreement by Purchaser, (vi) that the actions of the Purchaser contemplated by the Option Agreement are permitted under their respective charter documents and applicable law and will not require any authorization, consent or approval of any government or government agency of the State of Florida or other governmental body which has not been received or given; (vii) that the Option Agreement is governed by Florida law; and (viii) that the factual matters, statements and recitations contained in the documents we have examined are accurate, true and correct. (b) The validity and enforceability of the Option Agreement are subject to or may be affected by (i) applicable bankruptcy, preference, receivership, insolvency, fraudulent conveyance or transfer, reorganization, moratorium, and other laws, rules of court or governmental authority relating to or affecting creditors' rights heretofore or hereafter enacted, (u) the rights of taxing authorities or other similar entities which may by law have priority over the rights of a secured party, (iii) the exercise of judicial discretion in accordance with general principles of equity (regardless whether applied in a proceeding in equity or at law), (w) concepts of materiality, unconscionability, reasonableness, good faith and fair dealing, and (v) the valid exercise of the constitutional powers of the United States of America and other governmental units having jurisdiction and of the sovereign police powers governmental units having jurisdiction. (c) We express no opinion as to the rights of Seller in or its tide to or legal or beneficial ownership of, any property or assets, including without limitation the Property described in the Option Agreement (d) We express no opinion as to the legal sufficiency or the accuracy of the description of any item of property in the Option Agreement, including, without limitation, the Property. (e) This opinion is given as of the date hereof and does not cover any matters arising at any time subsequent thereto. We disclaim any obligation to update our opinion or advise you of any change which hereafter may be brought to our attention. (f) The opinions expressed herein apply only insofar as the laws of the State of Michigan are concerned, and we express no opinion whatsoever with respect to the possible application of the laws of any other jurisdiction (including, without limitation, conflict of laws and choice of law issues). To the extent that any of the documents examined by us are governed by laws other than the laws of the State of Michigan, this opinion does not purport to extend to such matters_ This opinion is furnished to you solely in connection with the closing of the transactions contemplated by the Option Agreement, and may not be delivered to Deo-dl 991'_69 2 Florida Communities Trust City of Sebastian 2010 Page 3 or relied upon by any other person, or used, published, quoted or copied for any other purpose, without the prior written consent of the undersigned. We are not assuming any professional responsibility to any person other than the Purchaser by rendering this opinion Very truly yours, BODMAN LLP By: SLG /sb Stephen L Gutman, a partner March 15, 2010 19 08- 003 —WW1 TRUSTEE ADDENDUM Exhibit 1 021rG1 5915'68 2