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09/04/2018 (2)
r] 'L0 iVA D BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY FLORIDA COMMISSION AGENDA TUESDAY, SEPTEMBER 4, 2018 - 11:00 AM Commission Chambers Indian River County Administration Complex 180127th Street, Building A Vero Beach, Florida, 32960-3388 www.ircgov.com COUNTY COMMISSIONERS Peter D. O'Bryan, Chairman, District 4 Jason E. Brown, County Administrator Bob Solari, Vice Chairman, District 5 Dylan Reingold, County Attorney Susan Adams, District 1 Jeffrey R. Smith, Clerk of the Circuit Court and Comptroller Joseph E. Flescher, District 2 Tim Zorc, District 3 Special Call Meeting 1. CALL TO ORDER 2.A. A MOMENT OF SILENT REFLECTION FOR FIRST RESPONDERS 2.11. INVOCATION Commissioner Susan Adams - 3. PLEDGE OF ALLEGIANCE Commissioner Tim Zorc 4. ADDITIONS/DELETIONS TO THE AGENDA / EMERGENCY ITEMS 5. COUNTY ADMINISTRATOR MATTERS 5.A. Discussion on the 35 Acre Golf Course Property Adjacent to Dodgertown Attachments: Staff Report Aerial Parking Map Parking License Agreement Interlocal Agreement City of Vero Beach Proposed Agreement for Sale and Purchase 6. ADJOURNMENT Historic September 4, 2018 Page 1 of 2 Except for those matters specifically exempted under the State Statute and Local Ordinance, the Board shall provide an opportunity for public comment prior to the undertaking by the Board of any action on the agenda, including those matters on the Consent Agenda. Public comment shall also be heard on any proposition which the Board is to take action which was either not on .the Board agenda or distributed to the public prior to the commencement of the meeting. Anyone who may wish to appeal any decision which may be made at this meeting will need to ensure that a verbatim record of the proceedings is made which includes the testimony and evidence upon which the appeal will be based. Anyone who needs a special accommodation for this meeting may contact the County's Americans with Disabilities Act (ADA) Coordinator at (772) 226-1223 at least 48 hours in advance of meeting. Anyone who needs special accommodation with a hearing aid for this meeting may contact the Board of County Commission Office at 772-226-1490 at least 20 hours in advance of the meeting. The full agenda is available on line at the Indian River County Website at www.ircgov.com The full agenda is also available for review in the Board of County Commission Office, the Indian River County Main Library, and the North County Library. Commission Meetings are broadcast live on Comcast Cable Channel 27 Rebroadcasts continuously with the following proposed schedule: Tuesday at 6:00p.m. until Wednesday at 6:00 a.m., Wednesday at 9:00 a.m. until 5:00 p.m., Thursday at 1:00 p.m. through Friday Morning, and Saturday at 12:00 Noon to 5:00 p.m. September 4, 2018 Page 2 of 2 �rl �g1vER Office of the �z INDIAN RIVER COUNTY ADMINISTRATOR LOR�O Jason E. Brown, County Administrator Michael C. Zito, Assistant County Administrator MEMORANDUM TO: Members of the Board of County Commissioners FROM: Jason E. Brown County Administrator DATE: August 31, 2018 SUBJECT: Discussion on the —35 Acre Golf Course Property Adjacent to Historic Dodgertown DESCRIPTIONS AND CONDITIONS: The City Council of Vero Beach will consider a contract for sale of the —35 acre Dodgertown Golf Course parcel at their meeting today at 5:30 pm for $2.1 million. As discussed previously, staff has some concerns about the timing of this sale as it relates to our lease of Historic Dodgertown. I want to clearly detail some of my concerns and thoughts about the potential impact this sale may have on the County. Major League Baseball (MLB) has indicated to County staff that they want to ensure that there is adequate parking for major events (5,,000+ attendance) at Dodgertown similar in scale to the Jackie Robinson Game, benefit concerts (Jake Owen), and the St. Helen's Harvest Festival. As you know, the County currently has an agreement with the City that allows Historic Dodgertown to use the Dodgertown Golf Course for parking as needed. This right could be jeopardized if the property is sold and developed. The agreement also provides for parking on the airport parcels lying just north of Aviation Blvd. Once again, this right is available only as long as those parcels are not developed (and there have been active discussions about developing some of them). Additionally, my understanding is that Historic Dodgertown has a "handshake agreement" to park on the DT Commons parcel (triangular parcel between Aviation Blvd. and Dodger Road) in exchange for mowing. This parcel is currently listed for sale. There are very limited options to provide necessary parking for large scale events other than the Golf Course parcel should these other parcels become unavailable. The lack of a solution could potentially jeopardize an agreement with MLB. Please see the attached aerial showing the parking options available on and around the Historic Dodgertown site. 1 • There has been significant opposition from the public to selling this land for development. This seems to be derived from the history of the parcel as well as concerns about development vs. open space. Staff is concerned that if the County is unable to reach an agreement with a suitable successor to Verotown LLC, we may be faced with the prospect of selling Historic Dodgertown at some point in the future. In addition to the concerns about the City sale as expressed by some residents, the prospective loss of tourism and economic impact of Historic Dodgertown could have a negative effect on tourism related businesses in the County. The sale price currently offered ($2.1 million) seems relatively low based upon current market conditions and an appraised value of $3.5 million. The language in the sale contract restricting development is not well defined. County staff has concerns about potential incompatible uses adjacent to Historic Dodgertown. The specific language in the agreement is quoted below for your reference: " RESTRICTIONS ON USE OF PROPERTY. It is the Buyer's intention to restrict development and use of the Property to commercial uses such as restaurants, markets, professional offices, and hotels, with no residential development being permitted. The exact language of such restrictions shall be agreed to by the Seller and Buyer prior to closing." ALTERNATIVES: Following are some potential options for the Board's consideration: 1. Make an offer to the City to purchase the entire parcel. I have discussed our potential interest in the parcel with the City Manager, and he has stated that he would present any such offer to the City Council for consideration. 2. Make an offer to the City to purchase a portion of the parcel, while the prospective buyer purchases the rest. Based only upon a conceptual plan that was presented to the City, it appears that the buyer has plans to develop about half of the property in phase 1, with the remainder to be developed in a later phase 2. At this time, staff is not aware of how receptive the buyer would be to this concept. We. would need to explore this further. Based upon our calculations, it appears that about half of the —35 acre property would satisfy the large event parking needs. This parcel could potentially be developed for a passive recreation site or other beneficial uses that could accommodate parking for large events at Historic Dodgertown at some point in the future. We could also develop a common access arrangement to provide connectivity to Historic Dodgertown from the County's portion as well as the buyer's portion. 3. Approach the buyer about the possibility of a shared parking arrangement that could provide for the parking needs of both facilities. 4. The County has certain rights to parking on the property (see attached Parking License Agreement). Additionally, the County has various rights to ensure that any development on the site is not incompatible with Historic Dodgertown (see attached Interlocal Agreement). The County could explore these rights in further detail and take necessary actions as appropriate. 5. Take no action. FUNDING: Funding for a full or partial purchase is available from a combination of Tourist Tax Fund reserves (Fund 119) for $250,000, and Optional Sales Tax Fund reserves for the remainder of the purchase price. RECOMMENDATION: Staff recommends that the Board of County Commissioners approve Alternative 2, which is to make an offer to the City for a portion of the property. Based upon staff's analysis, approximately half of the parcel should satisfy the parking needs for Historic Dodgertown. Staff further recommends that the Board grant the County Administrator the authority to negotiate terms and preparation of an agreement for Board approval. Attachments: Aerial Parking Map Parking License Agreement Interlocal Agreement City of Vero Beach Proposed Agreement for Sale and Purchase Property Appraisal September 29, 2015 3 �W 14 Q O / DAV 414£ y a rU csa d 1 u�=._'' ,�I\y +, Jam• yr, v t C u F v� , 'r �? o kHNNHHHIHEHHNHHHIHHHI HIHIHIHIHMHMHNHHHHNHH H1kin i a �. HHNHEHHHH!NNHH!NHMIkI HNIHHiNHHHHHHiNNHIHiNI HHHHh +��� . a / . _ HNNNHHHlHHHHHHHiHNNI MMHN11 111 HNIIHHHm! HNHIHIH NNNNNNMNNNlN11111 HIHI HHNfHNH, N9HHNHNHHNINNNtNHIHNI HHNHNI!HNHIH!HHNNHNIHI NHkkHHHth HNHHNHNHHlHHHNHIHIHNI kNHINI!NIHNNHHNNl4!NIIH HHHINHHHHh , "..�:'` HMMHHHMkklNNHNHNHNHI '�mmmH H!HHHHHHHH� HHNNkkHHINNHNWHHHHH HHHHHHHHHHH , - HNHNHHHHNIHNHfPHHiNHI kkHkkHINHlHNNiNHMININI HHHHHHHHHHPHI . IBM HHHHHHHHHHHHIH4Iiffl! kkHHHHHHHHHiNINiNIHiHI HHHHHHHHHIHHkN 7A. 0 @ I I Page 1 of 14 2157033 RECORDED IN THE RECORDS OF JEFFREY K BARTON, CLERK CIRCUIT COURT INDIAN RIVER CO FL, BK: 2517 PG: 568, 08/11/2011 02:55 PM Prepared by, record and return to: Office of the County Attorney 180127` St., Vero Beacb, FL 32960 Telephone: 772.226.1424 PARKING LICENSE AGREEMENT THIS AGREEMENT is entered into as of the 1 st day of June, 2011 by and between Indian River County, a political subdivision of the State of Florida ("County'), and the City of Vero Beach, a municipal corporation organized under the laws of the State of Florida ("City"). . WHEREAS, City owns, or will own through transactions completed simultaneously with the execution of this Agreement, certain parcels of real property located in the vicinity of the Dodgertown Facility; and WHEREAS, City is willing to provide a license to County to use such parcels of real property for parking related to the Dodgertown Facility, as set forth herein. NOW THEREFORE, in consideration of the mutual undertakings herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree, as follows: 1. Recitals. The above recitals are true and correct and are incorporated herein. 2. Definitions. The following terms shall have the following meanings: a. License Area A shall mean real property consisting of approximately 10.38 acres located immediately west of Holman Stadium, more. fully described on Exhibit A attached hereto; b. License Area B shall mean real property consisting of approximately 3.3 acres located north of 260' Street and north of License Area A, more fully described on Exhibit A attached hereto; C. License Area C shall mean real property consisting of approximately 4.6 acres located north of 26th Street and east of License Area B, more fully described on Exhibit A attached hereto; d. License Area shall mean one or more of License Area A, License Area B or License Area C, and License Areas shall mean collectively License Area A, License Area B and License Area C; Page 1 of S 5 http://ori. indian-river. org///Document/GetD o cumentForPrintPNG/?request=AQAAANCM... 8/30/2018 BK: 2517 PG: 569 e. Cloverleaf Property shall mean the real property consisting of approximately 11.93 acres located south of Holman Stadium, more fully described on Exhibit B attached hereto; f. Dodgertown Facility shall mean collectively the real property owned by County, including facilities and improvements thereon, consisting of the Cloverleaf Property and the property more fully described on Exhibit C attached hereto; g. Dodgertown Tenant shall mean any party to whom County leases (from time to time) all or a portion of the Dodgertown Facility. The parties acknowledge that the current Dodgertown Tenant is MiLB Vero Beach, LLC, a Florida limited liability company; and h. Dodgertown Events shall mean any and all events and activities held on the premises of the Dodgertown Facility including, without limitation, sports and non - sports related events and activities, meetings and conferences, whether such events and activities are conducted by County, Dodgertown Tenant or any third party using all or a portion of the Dodgertown Facility with the consent of County or Dodgertown Tenant. 3. Parking License. City hereby grants to County and Dodgertown Tenant and County's other assignees (a) a license to use License Area A for general parking in connection with Dodgertown Events, and (b) a secondary license to use License Area B and License Area C for general parking in connection with Dodgertown Events, in the event that (i) License Area A is unavailable for a particular event (see paragraph 4 below), or (ii) the license to use License Area A is revoked by City. County shall have the right to use the License Areas up to twenty (20) days per calendar year. Dodgertown Tenant shall have the right to use the License Areas to the same extent as County, except that Dodgertown Tenant's use shall not be restricted with respect to the number of days per calendar year, however, Dodgertown Tenant shall coordinate with and provide City a schedule for anticipated use of the License Areas and keep City advised of any changes to such schedule. 4. Notice of Use. County shall provide reasonable notice of its intent to use a License Area on one or more dates specified in the notice. Within 10 days of receipt of such notice, City shall advise County of any conflict with a planned City use of the License area on the same date(s) which is incompatible with County's proposed use. If City does not advise County of a conflict within the 10 day period, County may utilize the License Area for parking as set forth in the notice. In the event of a conflict, the parties shall attempt in good faith to reconcile the conflict in a manner which accommodates the interests of both parties. If such accommodation is not possible, County may utilize another available License Area for parking. 5. Use of License Area B or License Area C. Whenever County uses License Area B or License Area C, County shall comply with the following additional requirements of the Federal Aviation Administration: County shall not interfere with airport operations surrounding roadways, or airport tenant operations; County must use the License Area in a safe and efficient manner; and County shall not enter the secured airfield or otherwise interfere with airport Page 2 of S Page 2 of 14 G http://ori.indian-river.org///Document/GetDocumentForPrintPNG/?request=AQAAANCM... 8/30/2018 BK: 2517 PG: 570 operations. County understands that there are substantial federal fines for violations of federal laws and regulations applicable to airport facility access and use. 6. Insurance. County shall, at all times during the term hereof, carry commercial general liability insurance against personal injury and property damage with a company authorized to do business in the State of Florida and satisfactory to City, protecting City against any and all claims for damages to persons or property as a result of or arising out of the use and maintenance by County of the License Areas. County shall provide a certificate of insurance. stating that City is an additional insured, and confirming limits of coverage not less than $500,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. County shall supply written proof of insurance to City within fifteen (15) days of the date this Agreement is executed, and shall continue to supply such proof to City for each term such insurance coverage is renewed. 7. Indemnification. To the extent permitted by law, County agrees to indemnify and hold harmless City, including, without limitation, its council members, officers, employees and agents, from and against all claims, for damages, liabilities, costs and expenses arising out of or relating to the use of one or more License Areas by County, Dodgertown Tenant or County's other assignees; and City agrees to indemnify and hold harmless County, including, without limitation, its commissioners, officers, employees and agents, from and against all claims for damages, liabilities, costs and expenses arising out of or relating to the use of one or more License Areas by City or City's assignees; provided, however, that nothing herein shall be construed as a waiver of the County's or the City's sovereign immunity pursuant to section 768.28, Florida Statutes. 8. Clean Un After Use. After each use of a License Area, County shall leave the property in substantially the same condition that it was prior to such use. 9. Term. The term of this Agreement shall be indefinite until the earlier to occur of the following: (a) the revocation of all licenses for License Area A, License Area B and License Area C, or (b) the permanent use of the Dodgertown Facility for a purpose other than sports, recreation or entertainment related activities. 10. Revocation of License. Each license granted herein shall be revocable by City in the event that each of the following occurs with respect to the real property underlying such license: (a) the City decides in good faith to use the underlying real property for a purpose incompatible with continued parking, (b) in reaching such decision, the City gives due consideration to the fact that (i) the City owns other properties in the same general area which may be suitable for such incompatible use, (ii) continued use of the License Area for general parking provides an important and valuable benefit to County, and (iii) that the City Council determines in good faith that the advantages of locating the incompatible use on a License Area outweigh the advantages to locating the incompatible use on other property owned by the City, and (c) City actually uses the License Area for the incompatible use. 11. Remedies. In the event of breach of this Agreement by either party, the non - breaching party shall be entitled to all remedies available in law or in equity. Page 3 of 5 Page 3 of 14 7 http://ori.indian-river.org///Document/GetDocumentForPrintPNG/?request=AQAAANCM... 8/30/2018 BK: 2517 PG: 571 12. Litigation. In the event of any litigation relating to or arising out of this Agreement, each party shall be responsible for and shall bear its own attorney's fees and court costs, including such fees and costs incurred at the trial and appellate level of such proceedings. 13. Amendment. No amendment, modification, change, or alteration of this Agreement shall be valid or binding unless accomplished in writing and executed by all of the parties hereto. 14. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties. No prior agreement or understanding shall be binding between the parties unless set forth herein. 15. Governing Law. This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida. Venue hereunder shall lie in Indian River County, Florida. 16. Further Assurances. County and City shall grant such further assurances and provide such additional documents as may be required by one another from time to time, and cooperate fully with one another in order to carry out the terms and conditions hereof and comply with the express intention of this Agreement. 17. Severability. In the event any term, condition, or clause of this Agreement is declared to be illegal or unenforceable by a court of competent jurisdiction, such declaration of illegality or unenforceability shall not affect or alter the legality or enforceability of any remaining term, condition, or clause hereof, provided of the parties, as set forth in this Agreement. 18. Non -Assignment. This Agreement shall not be assignable by either party, except that City may assign this Agreement to any party acquiring ownership of a License Area (but only to the extent of such License Area), and County may assign this Agreement to any party acquiring ownership, right of possession or other right to use of all or a substantial portion of the Dodgertown Facility. 19. Recordation. A copy of this Agreement shall be recorded on the Public Records of Indian River County, Florida. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their respective names as of the date set forth above. ATTEST: Jeffrey K. Barton, Clerk of Court M AFFIX SEAL. BOARD OF COUNTY COADUSSIONERS, PIAN RIVER COUNTY ("County") Bob Solari, Chairman Page 4 of S Page 4 of 14 http://ori.indian-river.org///Document/GetDocumentForPrintPNG/?request=AQAAANCM... 8/30/2018 BK: 2517 PG: 572 Approved by BCC: May 3,2011. Approved as to form and legal sufficiency: By: Alan S. 7&wichj�S- �,--Coun-F— Attornev Clerk Page 5 of 14 CITY OF VERO BEACH ("City") Sign: Jay mer, Mayor Approved as to form and legal sufficiency By: CiAttorney STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me this.&)- day of 2011, by JAY KRAMER, as Mayor, and attested by TAMMY K. VOCK, as C' Clerk of the City of Vero Beach, Florida. They are both known to me anddid not take an oaM. NOTARY PUB C, State of Florida Sip: Print: State of Florida [SEAL] Commission No: Commission Expires. GMAMW Ju*2%2DI2 Page 5 of 5 bttp:llori.indian-river.org//lDocumentIGetDocumentForPrintPNG/?request--AQAAANCM... 8/30/2018 Page 6 of 14 BK: 2517 PG: 573 Property DawAptlon .DodgerWdn (#2010d.k-0143) November 0, 2010 PROPERTY DESCRIPTION LICENSE TO USE CITY PROPERTY #2010 -LA -0143 PORTIONS OF000GERTOWN;'DOb(;EkTOWN PARCEL 2A, AIRPORT PARCEL 19 ANO AIRPORT PARCEL .17 Situated in the State of Florida; County of Indian -River,' City of Vero Beach, and being.a. part of Section 3, Township 33 South, Range 39 East.and Section 34, Township 32 South, Range 39 East and being more particularly bounded and described as.follows: License Area "A:': Oommencing at the Northwest corner of Sectlorl 3, Township 33 South,-Rarlge 3Qr.Ea$.4 `thence. South 00°00'47' West along the West line of said Section 3 fora distance of 30.00 feet; Thence South 89°45139' East and parallel with the north line 'of sold Section 3 for a distance of 75.00 feet t6 -.a point on the South right-of-way of the Indian River Farms Water Control District Canal A-3; Thence continue South ,89"45'39" East along said South right-of-way for a. distance of 288.78 feet to the Northwest comer of Dodgertdwn Parcel 2A (also known as 'A Portion of Dodgeitown Parcel 2') in Official Record BooX 1758,.Page 523 of the Public Records of Indian River County, Florida), said point also being the Point of. Beginning of -the following described License Area 'A*; Thence from the Point of Beginning continue South 8904539' East along said South right- of-way, for a distance of 506.21 feat to the Northeast comer -of the 10.38 acre parcel deeded to the City of Veto Beach by Indian River. County; Thence South 03°32'27' West along the East One of the said 10.38 acre parcel for a distance'of 582.12 feet; Thence South 00'14'21' West along the East line of the said 10.38 acre parcel for a distance of 360.85 feet to the Southeast comer of said 10.39 acre parcel; Thence North 89°45'39" West along said South line of said 10.38 acre parcel for a distance of 437.8.9 feet to the Southwest comer of said parcel; Thence North 00°14'21" East for a'distance of 85.00 feet; Thence North 89"45'39' West for a distance of 35.00 feet; ' Thence North 00°14'21' East along the West line ofthe said -10.38 acre parcel for a i distance of 857.00 feet to the Point of Beginning; Said Parcel containing 452,642 square feet or 10.38 acres. . Sheet 1 of 6 10 http://ori.indian-river.org//lDocument/GetDocumentForPrintPNG/?request=AQAAANCM... 8/30/2018 BK: 2517 PG: 574 Page 7 of 14 Property DascdpUan D*e[t m NoYembet-8, 2DJ0 t.tcense Area PSI': :Commencing at the Southwest corner of Sectfon:34, Township 32 South, Range 39 East; Thence South 89°45'39° East along the South line of Section 34 for a.distance of 668.80 feet 'to a. point; Thence North 00'14'21'•East fora distance of'60.00 feet to a point on the north right -of --way of 26th Street (also known as Walker Avenue), sold point being. the Point of Beginning of Pare91.19; Thence North 35054'04"' East for a distattce'of 306.67 feet; Thence North 89°51'01' East for a distance of 598:87 feet; Thimoe South 019 B M3' West -for a distsnco of 102:51 fbdt td a pofrit on the North right-of- way of Aviation Boulevard; Thence South 63'45'16' West along said North*dght-of way fora distance of 114.40 feet to the beginning of a curve concave to the Northwest; Thence Southwesterly along said curve, having a radius of 950 feet and a delta of •26'30'14" for. an arc length of 439.45 feet to the' Point of Tangency; I Thence continue North 89045'39° West along said North right-of-way of 26"' Street for a distance of 247:44 feet to the Point of'Beginning; Containing 145,235 square feet more or less. Sheet 2 -of -6 11 http://ori. indian-river.org///Document/GetDocumentForPrintPNG/?request=AQAAANCM... 8/30/2018 BK: 2517 PG: 575 Property, Description Dodgedown November 9, 2010 License -Area "C": Cornmencirig. at the Southwest -comer of Seotlon 34, Township 32'Soutii, Range 39 East; Thence South 89045'39" East'aiong the South line of Sectiorr34 for a distance of 1,583.90 feet to a point; Thence North 00°14'21" East fdr a distance of 281.11 feet to a point on -the North right-of- way of 26ri Street (also known as Aviation Boulevard), said point being the Point of Beginning of Parcel 17; Thence North 011603' East'for a distance of 425:17 feet to.a point; Thence North 37°49'54' East for a distance of 107.87 fdet to a point; Thence North 76"19'43" East for a distance of 114:11 feet to a point; Tftat>.do South 69'4329: EaA for a distance al 648.82 f 6HO a point on the North _Itkt of way.of said Avistioh Boulevard, said point also being on a curve concave to the Southeast; Thence Southwesterly along said curve, having a radius of 1,050 feet, and a delta of •21°15'05" for an arc length of 389,45 feet to -the P&t of Tangency, said point being on the North right-of-way of Aviation Boulevard; Thence continue South 63°45'16' West along said North right-of-way of Aviation Boulevard for a distance of 470.66 feet to the Point of Beginning; 6ontainirig'203,914 square feet more or less. 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L` Z rn I m N 5i �7 F - b m >n I U . ma � W http://ori.indian-river.org///Document/GetDocumentForPrintPNG/?request=AQAAANCM... 8/30/2018 BK: 2517 PG: 579 Page 12 of 14 -Property Desdripfm Dodgetiorm (#201 M0) November'8, 2010 EXHLBIT 3. PROPERTY DESC.lRIIPTION POR` IONS OF DODGERTOWN'ANDpODGEATOWN PARC9L 3•A• Situated In the State of Florida, County of Indian River, City .of Vero Beach, and being a part of Section 3; Township 33 South, Range 39 East. and being more particularly bounded and described -as follows:. ' .Commencing at the Northwest corner. of Section 3, Township 33 South, Range 39 East; Thence South 00°00'47" West along the West line.of said Section 3 for a distance -of 887.04 feet; Thence South 89'45'39" East for a distance of 50.00.feet to a point on the Eastright-of way of 0 . Avenue said point also being the Northwest comer of Dodgertown Parcel 3A as described In Official.Record Book 196T, N9e 968 of the Publie Records of Indian RNer C6unty Florida;'. Thence South 89°.45'39" East alonb the North line of said Parcel 3A •for a distance of'345.39.feet. Thence South 00°14'21" West for a'distancb bf'85.00 to a point an the North line of said Parcel 3A; 'Thence continue South 89°45'39° East along the Nojth_.line of sald Parcel 3A for• d distance of ( 437.69. feet to the Point of Beginning; Thence from the Point of Beginning continue South 89'45'39' East along..the Worth fine of said Parcel 3A for a distance the. Point feet to the Northeast corner of Paraef 3A; Thence .South 63°53'04' East fora distance of 326.67 feet to a point on the East line of Rodgertown Parcel 3A; Thence South 18'1641' East along said.East line of Parcel 3A for a distance of 386.49. feet to the Southeast corner bf said Parcel 3A; Thence South.69622•'53" West,for a distance of 898.97 feet, Thence Nohh 02050'.58" West for a distance of 830.37 feet to the Point of Beginning; Said Parcel containing 519,743 square feet or 11.93 acres. Said parcel shall be subject to stormwater easements for the 43b Avenue and Aviation Boulevard improvement projects as required. s:\Property.DescApUonsUDiG\2010-20Dodgertown Portions 8 3A Nov 8 2010.d David Sheet -1 of 2- 16 http://ori.indian-river.org///Document/GetDocumentForPrintPNG/?request=AQAAANCM... 8/30/2018 Page 13 of 14 BK: 2517 PG: 580 r •fie' ��.Q:...0 /A Z .. N M ca `4 Fe Q W a —.—r.... _.� J }. 5 ini O d F v. LL FO - i w M. I W O O i` W O w 62'5 SB' O 0- v1 4. �nrc �na,e' 850.77 U .W . W U Gjj W Q r g.,. r En o pg Q V L o0 1� rQ7 J O N b pr n N Q m s N -- j a k lo'CB8 u,r.nynwcv,m� _ - O LLJ LL - 1, } W Q LJ4 http://ori. indian-river.org///Document/GetDocumentForPrintPNG/?request--AQAAANCM... 8/30/2018 BK: 2517 PG: 581 EXHIBIT T'l A•PARCEL OF LAND LYTNQ'IN SECTION 9,•Tt)WNSHIP 33 SOUTH RAM B 39 BAST, Il+pim RTVBK.COUNTY,Fi;MDA. BEINQ MOR# PARTICITI.ARLY-DESCRi8Bi3 AS • FOLLOWS: C CONVIBNCIN,C3 AT THE NORTHEAST CORNU OF SB=14. 3,'TOWNSHIP 33 SOLML - RANGE 39 Blot PROCEED NORTH 89"4539" VtST, A DiST"ANCB OF -1997 62 FEiBT' TO A PbINT; ,�Cl3 SOUTH 04°'15'11" .MMT, A•DISTANCE OF 30.07 FE31 T TO A P..OINT CIN , T . wESTB$1_Y RIQ,HT-QE�WAY IXa O.F AII�E'fJ1tT DItIVB (ASA 34%AV`BN'UB, A 90 FOOT RIGHT-OF-WAY) SAID POINT BEING TAB • POINT OF BEGII.yN G,- TTi13NGB CONTILW ALONG SAID WESTER i,Y RIGR'T-OF-WAY LING SOUTH 10'36'49" WEST; A. DISTANCE OF 37;55 FBBT TO THE POINT Oil CURVATURE, OFA TANG r cuRVB, CONCAVE TO THE WEST, RAVING A RADII3S 0171125,14 PE13T AND CBNTRAL ANGLE• OF 09030'08"; THENCE SOUTH ALONG:SAID'CUR.VB, A DISTANCE OF 186;60 FIM TEENCB SOUTH 20°66'57" WEST,. A DIST'ANCB OF 82.11 FEET TO .THB POINT OF CURVATURE 01? A. TANGENT CP1k,ZVA CONCAVE TO THREAST, A,AVINGARADAM OF 192$;86 FEET AND A CVTRAL ANGLE OF. 19°541511; THENCE SOU'I'.H ALONG SAID CURYB; ADISTANCE OF.634.38 FEET; Tl-tNCES0UTH00°12'32" WEST, ADISTANM OF 55.06 FBET' TO A POINT ON THE NORTH RIME[? =OF -WAY LINE -OF. INDIAN RIV,13R -FARMS- DRAWAGB DISTRICT MAIN CANAL (300 FOOT:RI(mT Olv-WAY); TIMCB :ALONG SAID NORTaUY.RIGHT-0}7-WAYL2BSOUTH-69°2,2153° WtST,ADISTANm OF -482.50 FEET, THBNCB NORTH 15°50'33" WEST, A DISTANCE OI; 50.17 FSE'I' TOA POINT 50.00PBEi'TNORTH.OFAF.GRESAID MAINCA,NALNOR'THRIGHT-OF WAYLIKE; TIMNCBSOUTH 69°22'53" WEST ALONG SAID LINBPARAlJMAMSDXOFMTAi TH. OF SAID MAIN -CANAL NORTH RiGM-OF WAYLUU� A'.DISTANCE OF 1001.21 NBBT, THENCE NORTH ZS°15'WEST, A, bisTANC& OF 386.�46:FEBT; THBNCE NORTH 63°53'04" Y�MST, A DIS26" TANCB OF 476,06 BETr'THENCB XQRTB 89'4%" WBST,•A DISTANCE OF 414.56 FBBT; THENCE NORTH 00014-21" EAST, A: DISTANCE OF 876,82 FEET TO 'A POINT X00 FEST SOUTHtZLY OF THE NORTH LINE OF'SBCTION 3, TOWNSHIP 33 SOUTH, RANGE 39 HAST, TWCE SOUTH 8904539" `BASTAL0NGA LDM BEI a 30.00 FBBT. SOUTHERLY: OF AND PARALI,BI WITH S:AID.SECTION LINE, A -DISTANCE OlF 2557.59 FLET TO THE POINT OF BECxIN1 O. • Page 14 of 14 18 http://ori.indian-river.org///Document/GetDocumentForPrintPNG/?request=AQAAANCM... 8/30/2018 INTERLOCAL AGREEMENT 1;3 a015- 0T1 4_1q-a015, ._1q-a015, THIS INTERLOCAL AGREEMENT (hereinafter "Agreement") is entered into as of the Effective Date provided for herein by and between INDIAN RIVER COUNTY, a political subdivision of die State of Florida (hereinafter "COUNTY") and, the CITY OF VERO BEACH, a Florida municipal corporation (hereinafter "CITY") in order to provide for release of certain contractual land use restrictions encumbering the CITY -owned former Dodgertown nine -hole golf course property and CITY cooperation and assistance regarding certain roadway improvement projects for Aviation Boulevard, 43rd Avenue, and State Road 60 in the area of 43rd Avenue. COUNTY and CITY may also be referred to herein as a "Party" or collectively as the "Parties." RECITALS: WHEREAS, on November 17, 2005, the CITY purchased 37+1- acres of real property commonly known as the former Dodgertown nine -hole golf course (hereinafter "City Property"); and WHEREAS, on November 17, 2005, the CITY, Los Angeles Dodgers, LLC (hereinafter "DODGERS") and DT Commons, LLC (hereinafter "DT COMMONS") executed that certain Second Amendment to the Collateral Development Agreement, recorded on November 17, 2005, which provided at paragraph 3 that the CITY shall develop the City Property solely as (i) a municipally - owned public golf course, or (ii) green space, or (iii) park -like setting, or (iv) any combination of the foregoing three uses (hereinafter "Use Restrictions"); and WHEREAS, pursuant to said Second Amendment to the Collateral Development Agreement, the CITY was not to develop and/or permit the use of the City Property for any other use or purpose whatsoever without the prior written consent of both the Dodgers and the County, which consent could be granted or denied by either the DODGERS or the COUNTY in the exercise of their respective sole and absolute discretion; and WHEREAS, on November 17, 2005, the CITY and the DODGERS executed that certain Declaration of Covenants, Conditions, and Restrictions, recorded on November 17, 2005, limiting the City's use of the City Property to the Use Restrictions as stated in the Second Amendment to the Collateral Development Agreement; and WHEREAS, in February 2008, the COUNTY succeeded to all interests of the DODGERS in said Second Amendment to the Collateral Development Agreement and Declaration of Covenants, Conditions, and Restrictions, as outlined in Article 3 of the Third Amendment to Facility Lease Agreement dated February 19, 2008, and recorded on March 17, 2008, leaving the COUNTY and the CITY as the sole parties in interest with respect to the documents as they relate to the City Property; and WHEREAS, on June 1, 2011, the COUNTY and the CITY completed an exchange of certain parcels of land included in the original Collateral Development Agreement, dated and recorded on August 29, 2001, in order for the COUNTY to develop a cloverleaf ball field on a 11.93 acre parcel (hereinafter "Cloverleaf Property"); and 3120150024116 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH, CLERK OF COURT Page 1 of 6 INDIAN RIMER COUNTY FL BK. 2840 PG: 1541 Page 1 of 26 4121201,5 32 PM * s N CC1icnt DoCS\0tg CoundRAgreementsiDoget OW GoIF Coum.6201� 09 25.Term.Use.Restric.Etc.4.6.2015.docx WHEREAS, on May 3, 2011, in light of the Use Restrictions in paragraph 3 of the Second ` Arnendntent to Collateral Development Agreement and the COUNTY's reserved right of consent provided therein to allow other uses, the COUNTY's Board of County Commissioners (hereinafter "Board") adopted Resolution 2011-34, recorded on August 11, 201.1, whereby the COUNTY gave its written consent to allow the Cloverleaf Property to be developed by the COUNTY into (i) baseball fields, or (ii) any purpose consistent with the purposes of the baseball facilities as defined in the 2001 Collateral Development Agreement; and WHEREAS, on .lune 1, 2011, the COUNTY and the CITY executed the ,First Amendment to Declaration of Covenants, Conditions, and Restrictions, recorded on August 11, 2011, to remove the Use Restrictions on the Cloverleaf Property and transfer such Use Restrictions to the 10.38 acre parcel the CITY received in that parcel exchange; and WHEREAS, the COUN'T'Y has planned or is planning certain roadway improvement projects for Aviation Boulevard, 43rd Avenue, and State Road SO in the vicinity of 43rd Avenue (hereinafter collectively "Roadway Projects"), all of which Roadway Projects are in the general vicinity of the City Property; and WHEREAS, the City Council of the City of Vero Beach (hereinafter "Council") finds it. desirable and has requested the cooperation and assistance of the COUNTY and the Board to terminate the Declaration of Covenants, Conditions, and Restrictions and remove from the aforementioned Board Resolution 2011-34, the Second Amendment to the Collateral Development Agreement, and the First Amendment to Declaration of Covenants, Conditions, and Restrictions, all language related to and imposing the Use Restrictions on the City Property; and WHEREAS, the Board finds desirable and requests the cooperation and assistance of the CITY and Council in furtherance and accomplishment of the Roadway Projects in an efficient and economical manner; and WHEREAS, at its August 19, 2014 Board meeting, the Board directed COUNTY staff to work with CITY staff on a joint agreement to release and discharge the Use Restrictions encumbering the City Property; and WHEREAS, staff from both local governments have worked diligently together to draft the provisions of this Agreement in order to address and accomplish the purposes and intent hereof; and MIEREAS, nothing in this Agreement shall modify the rights and obligations of the CITY and the COUNTY with respect to the Parking License Agreement, dated June 1, 2011, and recorded on August 11, 2011, and the License Agreement #2010 -LA -0145 for Use of City Real Property (Signs), between the CITY and MILB Vero Beach, LLC, dated April 5, 2011, and recorded on April 7, 2011; and WHEREAS, the Board and the Council have reviewed and duly considered this Agreement and find that. the provisions contained herein serve important governmental purposes and are in the best interests of the public, Page 2 of 5 20 N client Doc5lCiay cqi tnciilAVr 6nients\Dogertown Golf Cours 014 09 25 Term.tlse.Rcstrie.Etc.4.6.2013.docx NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: A. Adoption of Whereas Clauses. The foregoing Recitals are true and correct and by this reference are incorporated herein and made a part hereof. B. CITY Obligations. Except as otherwise provided herein, City agrees to perform the following within three (3) months of the Effective Date of this Agreement: 1) Grant to the COUNTY a 0.20 acre parcel adjacent to 43rd Avenue for additional right of way (see Exhibit 1, attached hereto and incorporated herein); and 2) Grant the following easements to the COUNTY: (a) easements across the City Property to provide a drainage connection from Aviation Boulevard (26th Street) and 43rd Avenue to the Cloverleaf Property pond (see Exhibit 2, attached hereto and made a part hereof); (b)'a drainage easement for that portion of the Cloverleaf Property pond constructed on the City Property (see Exhibit 3, attached hereto and incorporated herein); and (c) an access easement on certain portions of the City Property and other City -owned property adjacent to the south property line of the CITY and COUNTY parcels in accordance with the February 2011 Property Exchange Agreement executed between the Parties (see Exhibit 4, attached hereto and incorporated herein); and 3) Dedicate Tract A of Poinsettia Park lying south of Atlantic Boulevard and west of 42"d Avenue as public right-of-way and provide for it to be used by or transferred to the Florida Department of Transportation for improvements to State Road 60 (see Exhibit 5, attached hereto and incorporated herein); and 4) At such time as the CITY shall develop, sell or transfer its interest in or possession of the City Property, all future site plans and zoning requests shall maintain compatibility with the COUNTY's baseball facilities and other approved uses on the adjacent County property consistent with the CITY's land use regulations, and shall be required to meet the approval standards of Code section 64.1.0(a) that the site plan be consistent with the pertinent goals, policies, and objectives of the City Comprehensive Plan. Objective 3 of the Land Use Element of the City Comprehensive Plan provides for the establishment and maintenance of land use/development regulations that reduce and prevent land uses that are incompatible with adjacent development. The definitions of "compatible" and "incompatible" to detennine consistency with this objective shall rely upon the definition in the latest edition of the Merriam Webster Dictionary. As a reviewing agency, COUNTY may provide comments to CITY staff Page 3 of 6 21 NA Chertt Docs\CO Couneil%gre tslDowtlwn Golf Coutt'0925-Terns. Use.Restric.EtcA.6.2015.docx as part of the CITY development review process, which comments will be included in the staff report(s) for consideration by the reviewing appointed or elected bodies; and 5) Reconfigure the proposed right-of-way for Aviation Boulevard roadway improvements between 43r1 Avenue and Flight Safety Drive so that no additional right-of-way will be necessary to be obtained from the property currently owned by DT Commons, LLC located south of Aviation Boulevard (see Exhibit 6, attached hereto and incorporated herein); and 6) Amend Temporary License Agreement for Use of Vero Beach Municipal Airport Property dated May 7, 2013 to extend the subject agreement for two (2) additional years, from the current termination date of May 7, 2015 to May 7, 2017, or whenever permanent Transit Hub facilities are completed and put into service, whichever is earlier ("Amended Agreement"), Said Amendment shall be executed by CITY prior to May 7, 2015. (see Exhibit 7, attached hereto and incorporated herein). C. COUNTY Obligations. County agrees to perform the following within three (3) months of the Effective Date of this Agreement: 1) Terminate the Declaration of Covenants,. Conditions, and Restrictions, releasing the City Property from all Use Restrictions; and 2) Amend or otherwise modify Board Resolution 2011-34 and the Second Amendment to Collateral Development Agreement to release and remove reference to all Use Restrictions on the City Property; and 3) Grant the CITY a drainage easement over the Cloverleaf Property pond and outfall in accordance with the February 2011 Property Exchange Agreement between the parties (see Exhibit 8, attached hereto and incorporated herein); and 4) Incorporate a "Cure Plan" into the plans for the State Road 60 and 43rd Avenue roadway widening projects as mutually agreed upon by the CITY, COUNTY, and adjacent property owners, including but not limited to, extending the driveway connection from the businesses on Atlantic Boulevard west of 42nd Avenue to connect with Atlantic Boulevard opposite the driveway to Abbott's Frozen Custard (4140 20`11 St.), install a new irrigation well to replace the one currently in Poinsettia Park, and provide landscaping on both sides of the realigned Atlantic Boulevard at State Road 60 (see .Exhibit 9, attached hereto and incorporated herein). D. Notices. All notices and other formal communications hereunder shall be in writing and delivered to the recipient Party at its address below: Page 4 of 6 r 22 t' NACHWDocs\CityCouncinientADI ettownGolfCourse\20140925.Term.Use.Restric.Eic.4.6.2015.docx As to COUNTY: As to CITY: Indian River County City of Vero Beach Attention: County Administrator Attention: City Manager 1801 27th Street 105320 th Place Vero Beach, FL 32960 P.O. Box 1389 Vero Beach, FL 32961-1389 E. Miscellaneous Provisions, 1) Subject to the terms and conditions of this Agreement, each of the Parties hereto will take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the intent and purpose of this Agreement, including, without limitation, from time to time after the execution and delivery of this Agreement and without further consideration, the Parties will, at their own expense, execute and deliver such documents to the other Party as such Party may reasonably request in order to evidence the consummation and accomplishment of said intent and purpose of this Agreement. 2) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for resolution of any dispute arising hereunder shall be in Indian River County, Florida. 3) This Agreement sets forth all the promises, agreements, conditions, and understandings, whether oral or written, between the Parties on the subject of this Agreement. No subsequent alteration, amendment, change, or addition to this Agreement will be binding on the Parties unless in writing and signed by them and made a part of this Agreement by direct reference. 4) In the event of any dispute or litigation relating to this Agreement, each party shall pay its own attorney's fees. 5) The terms of this Agreement shall be binding on the respective successors, contractors, representatives, agents, and permitted assigns of the Parties. However, neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party. 6) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all which together will constitute one and the same instrument_ F. Effective Date. This Agreement shall become effective upon execution by both Parties, and after final written approvals by CITY's bond counsel, and by COUNTY's bond counsel, the cost of which reviews shall be borne by the respective Parties as to each Party's review. Page 5 of 6 ,. 23 NACR nt DiockiCrt Counc l\l, eements\Dogertown G01f Couise12014 09.25 Term. Use. Resiric.Etc.4.6.2015.docx IN NVrrNlESS WHEREOF, the Parties have caused these presents to be executed in their names, the day and year entered below. Attest: Jeffrey R. Smith Clerk of Court B'V i. 1. ry 1i K_'l_'i1 Deputy - [Seal] Approved: A . &,, #seph A. gird ounty Administrator Attest: Tammy Vock City Clerk [Seal] Approved as to confonni.ng to municipal pol icy l Jam' R.0'Connor City Manager BOARD OF COUNTY COMIMIS INDIAN .RIVER COUNTY, FLOI Wesley S. Davis, Chairman BCC Approved: April 14, 201 S Approved as to form and legal sufficiency: ylan Reingold County Attorney ' Council Approved: `I — '? ~' Is Approved as to form, and legal sufficiency: Wayn R Coment City Attbtney Page 6 of 6 t, gre ments\Dol crtoµn Golf Course.12014 04.25 Term.Use.Restric.Ete.2.13.2015.dQeX � N tClicnt DocsSCi C,ottncil�l � 24 _ y s POINT OF COMMENCEMENT NW CORNER SECTION 03-33-39 -�--- SOO'00'47" W 1276.01' S89 59 13 E 50.00' i 0 I a � I� I < ►C) I r� 21ST LANE I c a ?1 N00'00'47"E 1 750.13' POINT OF BEGINNING (R1GH'I' OF WAY PARCEL) S07'48' 44"E '139.5, 19.00, 500'00'47"`'W 75.08' S l 0"28' 14"W 33.0'6' 13.00' SCALE I"= 100' CITY OF VERO BEACH DODGERTOWN PARCEL 3A I PARCEL #32-39-26-00011-0230-00001.1 1 I 1 a t I -d SOO'00'47"W cI r 345.67' rt i ez Y7 f 1 1 50' 1,, z z 7.Y 21sT PLACE PI` SUBJECT DEED W w ILn (0.20 ACRES FOR ADDITIONAL RAV) �—La Lq 11 ul� � 1 � 1 i -- el 53"VJ A, 159.16' 159.16. THIS SKETCH IS PLOT A SURVEY srA 1.I:w49.75 50' Pr f CITY OF VERO BEACH SKETCH OF PROPERTY DESCRIPTIONEXHIBIT "1" �"G. 1-11IR1 111 DEPARTMENT OF PUBLIC WORKS DEED OF RIGHT OF WAY CITY PROSECT NO. 2011-07 M011 r DODCERTOWN PARCEL 3A DA 1,_ DRAW sr wku yr aOMPIUN SURVEY DIVISION SECTION 3-33-39 09/20141 DG MKF f ' - 25 0 , o u , - 1 dZ u nC "l5 1 O _O --------------------------- gG8 s4b0 ---------------- --------- - --� o i _ �• ---------- i , t'3 C) O �1 J F— Q Ld CL m w U w O U) Y M In Ll UJ �;5 ...,.....4t,.S£6 3. Z 1.. L04Y . ................... u o� 0 o 0 nroa "UTI'n rard"on a z dZ u nC zU O _O --------------------------- gG8 s4b0 ---------------- --------- - .--------------------- ---------------------- ----- t'3 C) O ~ F— Ld CL m w U w O U) Y M In Ll UJ �;5 $o F_.,.. v. e3-ni U 2: u Q11.0 W w C �� { aoGe • ..-- o cl E' u w oo Q x�m8 z;. n8p? 3 m goo •"o �, cm m d ,3i tD IA N W d Z r o !;� N N ry'- lcyt� Q ...,.....4t,.S£6 3. Z 1.. 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POINT OF COMMENCEMENT If j 75.00' NtY 1:UAt+ER SfC11O;1 Q3•-33-39 j ( HOLMAN STADIUM ' co I , , t t t -�,Y N 43� x-50' ` , 32.39.2u-0L'Oti-O?.91)-C`Lvd113 32-39•::5.tIL'Utt-O::A•US1001.2 32-39-2oG6011-0230.CCG(11.0 SCALE 1"= 250' + w ; OOOGERTO'WN PARCEL 1-1 DOOGERTOWN PARCEL 2-A DOOGERTOM PARCEL i -C ' j=t O.R. BKI9-GI,PC; Q-51 O.R. UK 2517. PG 547 O.R. OK 1428,PG555 : ; CITY OF VERO BEACH CITY OF VERO BEACH INDIAN RIVER COUNTY j co (o, j C3 POINT OF BEGINNING jt i C -J PORTION OF ' 1 a DODC-E-RTO%rtN FARCE + C, R. BK 1758, PG 573 /fes' iN01AN RIVER COUNTY S02'S0'S3"E aov[R LLrt�Lo Fav 1\ ! I 30.75' + L=280.76' R=352.00' :; 1 AlCHR BRG=N20'00'O1"E i % o ✓l E i I CND=273.37' / N - PORTION OF t G� DOOGERTOLIM PARCELS -A e i S r O.R. BK 2517. PG 551 32.98•?5 06011 U230 DO+JQ1.1 INDIAN RIVER COUNTY 1 r I DODGERTOWNPARCEL 3-A 'n O W 1` 1 n n - O.R. 9K 1561, PG 968 CITY OF VERO BEACHco CLOVLRLEAr GAt3.=1ELDS SUBJECT EASEMENT-- �srs_ I (DRAINAGE) in IW'� ' ` L= 280.76'------X �+• C3 tCOVER: EAF ©nLLriap POND P.=352,00' to CHD BRG=N25'41'58'W I 50' CPD=273.37' J L w" S G vIl �i TI -63 SKIETCH IS NOT A SURVEY / + CITY OF VERO BEACH SKETCH OF PROPERTY DESCRIPTION EXHIBIT ",3" RV.NO.jAu'uu°sr DEPARTMENT OF PUBLIC WORKS DRAINAGE EASEMENT TO COUNTY aTr PRoll cT N 9011 -EG -09B JOax BY DATE SURVEY DIVISION PORTION OF SECTION 03-33-39 09 2014 oRa'OG I 411<F SnEs�Pnor+ 27 J 3 j }.�, % •.. t - W M ar o O 4 UJ Z U tl) Z Of UO (L O wz z r, w o c, > © oo � Z OW m z <tt 4 Z 00 Z J t s 0 � � O a � rL r � r7 U Q 1 w U � C) p o r t} s 0 C g w O tum in, s :' �. a �:.. Lai O: 0 Ui xe U U t=•. t- ca Li a QIO !-O NNt F 2 U N _ V IU O a +p r { N az s 2 t U W �, U m Qolz. M • 8£-££-£a inn NOtio3s is?A S6'6 r lz _ O L. "'ja — 6£-£C L 0 3Nn NOt1�3S ISV3 \r— -- At o,00,00s - - — > O M 0 � � CO � n tt m = U ti. vii f- t J d z t U � RIi 0 1 2 ry t\ t i \t o -!U t� U- o o U zo u� v � m cl+��- N t Qw T- z E! t W D 4g Z ,t 0 C' O LL C) ¢ t� t- O W to n N W w t i t zn w2 °? c � O O �i U U) w a Cl)Q �,,n U,N 1 0 1 t� �o no 1 i r � r7 U Q 1 w U � C) p o r t} s 0 C g w O tum in, s :' �. a �:.. Lai O: 0 Ui xe U U t=•. t- ca Li a QIO !-O NNt F 2 U N _ V IU O a +p r { N az s 2 t U W �, U m Qolz. M • 8£-££-£a inn NOtio3s is?A S6'6 r lz _ O L. "'ja — 6£-£C L 0 3Nn NOt1�3S ISV3 \r— -- At o,00,00s - - — > O M 0 � � CO � n tt m = U ti. vii f- t J d z t U � RIi 0 1 2 ry o -!U CO U- o o U zo u� v � m cl+��- N t Qw T- z E! t W D 4g Z 0 C' O LL C) ¢ t� t- O W to n N W w to t �o i t zn w2 °? c � O O U U U) w a Cl)Q �,,n U,N 1 0 1 NSM �o no Z t :Z3 G.. � Q `Ir, � •` ` n d �B r � r7 U Q 1 w U � C) p o r t} s 0 C g w O tum in, s :' �. a �:.. Lai O: 0 Ui xe U U t=•. t- ca Li a QIO !-O NNt F 2 U N _ V IU O a +p r { N az s 2 t U W �, U m Qolz. M • 8£-££-£a inn NOtio3s is?A S6'6 r lz _ O L. "'ja — 6£-£C L 0 3Nn NOt1�3S ISV3 \r— -- At o,00,00s - - — > O M 0 � � CO � n tt m = U ti. vii f- t J d z t U � RIi 0 1 2 ry 0 Ln Ln o �10 I I 1 N 1 o � W a: x a U � cn to I O w I c) ul CL (MAJ ot) niv3nd aNz� �- ---, - -T--- - 3n3Ae on�zt a ujuj .: ' ! I o 4 ` , CD I �: 1coLLJ {} r t k- 1� O p Z:) \ o I q f1 I 0:� W I CJ LL) , I tai! }- Q O O LD I c) t I `= a I ' = 0 I v en=_ ! 1 = I ! Lr) U {{< CL t o I i'' ¢ m J Im I [D 0 rO tp ` C1 2Llik > CY� IT 57C Lij, �w v 1 LL - U O F— y�V:. C) =i� I UJ ui W O _- Ln 1�- S DO � I LO InLU U I { � 4"�i o�vR0� C- C-) v - x City council Agenda Item Meeting of September 4, 2018 TO: The Honorable Mayor and Members of the City Council `.1 FROM: James R. O'Connor, City Manage DATE: August 29, 2018 SUBJECT: Agreement for Sale and Purchase of 35.24 Acres Located at 43rd Avenue and 26th Street REQUESTED BY: City Manager _ The following is requested as it relates to the above -referenced agenda item: X Request Council review and approval based on the attached supporting documentation. No action required. (Information only) 30 AGREEMOT FOR SALE ANTI) r—URCIIASE This Agreement for Sale and Purchase (the "Agreement") is made and entered into as of the date last entered below by and between the Seller (as hereinafter defined) and the Buyer (as hereinafter defined), based upon the following recitals: A. Seller is the owner of the " Property" (as hereinafter defined) which Buyer desires to purchase upon the terms and conditions hereinafter set forth. B. Seller desires to sell the Property upon such terms and conditions. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby confirmed, Seller and Buyer do hereby mutually covenant and agree as follows: DEFINITIONS. (a) Seiler: City of Vero Beach, a Florida municipal corporation, with an address of P.O. Box 1389, Vero Beach, FL 32961-1389. (b) Buyer: Core Seven Investments, L.L.C., a Florida limited liability company, with a mailing address of 464 W. Pipkin Road, Suite 1, Lakeland, FL 33813. (c) Land: That certain real property located at 43rd Avenue and 26t' Street in the City of Vero Beach (the "City"), Indian River County, Florida (the "County"), containing approximately 35.24 acres more or less, together with the building and all fixtures therein, a legal description of which is set forth on attached *Exhibit "A" and hereby made a part hereof, together with all existing easements, air and mineral rights and all tenements, hereditaments, privileges and appurtenances thereto belonging or in any way appertaining thereto including, but not limited to: any pending or future award made in condemnation or in lieu thereof, if any. If the Land consists of more than one parcel, there shall be no intervening strips, gaps, gores or lands to which any legal, equitable or beneficial interests are owned by others. In the event that the legal description as contained in the . survey and in the title commitment described below deviates from the legal description attached hereto, the Buyer shall have the right to approve- the change - in the legal description to that contained -In the, Title - Insurance Commitment. Said Land to be subject to such utility, drainage, and other easements existing or to be retained by Seller or any utility by conveyance by Buyer to Seller at Closing. *(Final legal description and total Property area may be adjusted to accommodate Aviation Boulevard and 43rd Avenue right-of-way roadway project). (d) Improvements: All buildings and other improvements situated upon the Land. (e) Realty: The Land and the Improvements. (f) Personalty: The Personalty shall include: (i) all existing, valid and transferrable licenses, permits and franchises issued by any federal, state or local authorities, relating to the use, development, maintenance or operation of the Improvements, if any; (ii) all architectural, engineering and construction plans, specifications and drawings relating to the Property owned by Seller, if any; (iii) all logos, art work, signs, brochures, artists' renderings, Page 1 of 15 Buyer's Initials Seller's Inj�i�js and other advertising and promotional materials concerning the Property owned by Seller, if any. (g) Property: The Realty and the Personalty. (h) Deed Restrictions: The limitations placed on development or use of the Property as specified on the Special Warranty Deed and listed as a title exception. 2. PERSONALTY. Seller agrees to sell and convey the Personalty, if any, to Buyer by Bill of Sale. 3. NET PURCHASE PRICE. The Purchase Price to be paid by Buyer to Seller for the Property shall be TWO MILLION ONE KINDRED THOUSAND DOLLARS ($2,100,000.00) NET to Seller for Buyer's purchase of the Property in an "as -is" condition payable as follows: (a) A deposit of Fifty Thousand Dollars ($50,000.00) (the " Deposit") shall be delivered to the Escrow Agent by Buyer upon full execution hereof by both Seller and Buyer, which deposit shall be held in escrow subject to the terms of this Agreement by the Escrow Agent. (b) Subject to the terms of this Agreement, the balance of the Net Purchase Price, subject to prorations and adjustments provided for herein, is to be paid in unrestricted funds at the Closing. 4. TIME FOR ACCEPTANCE AND EFFECTIVE DATE. If this offer is not accepted by execution of this Agreement by both of the parties hereto on or before September 7, 2015, this offer shall thereafter be deemed null and void. The "Effective Date" of this Agreement shall be October 7, 2015 to allow the Buyer, at Buyer's own expense, has obtained satisfactory evidence in the form of a "clean" title insurance commitment, free of issues, and the parties are ready to proceed with this transaction and, subject to the terms, conditions, and covenants contained herein below, prepared to close in accordance with the terms of this Agreement. In the event Buyer is unable to obtain a clean title commitment within thirty (30) days of the Execution Date as defined below (unless waived by Buyer) this Agreement shall terminate, Escrow Agent shall return the Deposit to Buyer and the parties shall be relieved from any further obligation to the other. 5. EVIDENCE OF TITLE. Within ten (10) business days from the execution of this .Agreement by Seller and Buyer ("Execution Date") Seller shall provide to Buyer a copy of its title insurance, if any, together with a copy of all recorded documents listed as exceptions thereon, if any, and a copy of the recorded deed of conveyance into Seller showing the legal description thereof. Within twenty (20) days from the Execution Date, Buyer shall (unless waived by Buyer), at Buyer's own expense, obtain a title insurance commitment issued by a title insurance company of Buyer's choosing and/or through Buyer's counsel, Peter J. Munson, Esq., agreeing to issue to Buyer, upon recording of the deed to Buyer, an Owner's Title Insurance Policy in the full amount of the purchase price paid in cash, insuring title of the Buyer to the Property, subject only to liens, encumbrances, exceptions or qualifications set forth in this Agreement as Permitted Exceptions and as set forth on Exhibit "B" ("Permitted Exceptions"), and those which shall be discharged by Seller at or before Closing. Any such Page 2 of 15 Buyer's Initials Seller's In�js matters other than the Permitted Exceptions are hereinafter referred to as "Title Defects." Survey defects concerning the Property shall be deemed as Title Defects pursuant to this Article. Buyer shall have ten (10) days from date of receiving evidence of title, in the form of a commitment to insure, to examine same. If Buyer objects to any exceptions or items contained therein, Buyer shall, within the above referenced ten (10) day period, notify Seller in writing specifying the objections or defects to which Buyer objects. Seller shall have thirty (30) days from receipt of such notice within which to use its best efforts to remove said defect(s), however, Seller shall have no obligation to institute legal proceedings in order to remove a title defect. If Seller is unsuccessful in removing them within said time, Buyer shall have the option of either (1) accepting the title as it then is, or (2) demanding a refund of the Deposit paid hereunder which shall forthwith be returned to Buyer and thereupon Buyer and Seller shall be released, as to one another, of . all further obligations under the Agreement. At Closing the Buyer shall pay the necessary premium to the title agent selected by the Buyer, to procure issuance of the Owner's Title Insurance Policy as above set forth. 6. RESTRICTIONS ON USE OF PROPERTY. It is the Buyer's intention to restrict development and use of the Property to commercial uses such as restaurants, markets, professional offices, and hotels, with no residential development being permitted. The exact language of such restrictions shall be agreed to by the Seller and Buyer prior to closing. 7. SURVEY AND ENVIRONMENTAL INSPECTION. Seller shall deliver to Buyer, within ten (10) days of the Execution Date, its existing survey of the Property and any environmental reports, if any. Buyer, within thirty (30) days of the Effective Date, may have the Property surveyed at Buyer's expense and may conduct an environment inspection or evaluation of the Property at Buyer's expense. If the Buyer's survey or the Seller's survey, certified by a Florida surveyor, shows any encroachment of said Property, or that improvements located on the Property in fact encroach on lands of others, or violate any of the covenants set forth in this Agreement, or contain any matters, other than the Permitted Exceptions, not approved or waived by Buyer, the same shall be treated as a Title Defect. Seller shall cooperate with Buyer in any re -certification of such surveys as Buyer may require. If the Buyer's environmental inspection or evaluation of the Property shows environmental contamination on the Property, or if Buyer's physical inspection of the Property shows that the Property is not reasonably acceptable to Buyer, then Buyer may accept the Property as -is as provided herein or may terminate this Agreement. 8. UNDERTAKINGS OF SELLER. Seller shall, within ten (10) business days from the Execution Date, deliver to the Buyer the following documents (the "Submittals"): Copies of all engineering reports, traffic studies, plans, specifications, artist renderings, photographs, certificates of occupancy, permits, additional plans, renovation plans, if any, and other documentation pertaining to the construction, operation, maintenance and/or use of the Property as may be in the possession of Seller, or readily obtained from any consultant or agent of Seller. 9. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as of the Execution Date and as of the Closing Date, as follows: (a) Seller has good and marketable title to the Property, free and clear of all mortgages, liens, encumbrances, leases or tenancies, security interests, covenants, conditions, restrictions, rights - Page 3 of 15 Buyer's Initials Seller's Injjj�js of -way, and easements (except for those to be retained by or conveyed to Seller or other utilities or entities), judgments or other matters except the Permitted Exceptions as defined herein. Notwithstanding the foregoing, there may exist one 'or more continuing licenses or other agreements affecting the property related to parking on or use of certain portions of the Property in conjunction with operation of the adjacent Historic Dodgertown property or stadium, and in conjunction with the adjacent 43rd Avenue roadway project, which licenses and/or agreements shall be either assigned or terminated prior to or at Closing. Such licenses include, but may not be limited to, license with Indian River County related to parking, license with MILB Vero Beach LLC related to signs, and temporary license with Florida Department of Transportation and/or Indian River County related to the 43rd Avenue roadway project. No agreement other than this Agreement concerning or restricting the sale of the Property is in effect, and no person or entity has any right or option to acquire the Property other than Buyer. (b) Except as set forth herein, Seller has not contracted for any services or employment and has made no commitments or obligations therefor which will bind Buyer as a successor in interest with respect to the Property and except as set forth herein, or in the Exhibits, Seller is not a party to any contracts affecting the Property which cannot be canceled upon not more than thirty (30) days" notice to the other parties thereto. (c) Except as set forth herein, no commitments have been made to any governmental authority, utility company, school board, church or other religious body, or any homeowners or homeowners' association, or,to any other organization, group or individual relating to the Property which would impose an obligation upon Buyer or its successors or assigns to make any contributions or dedications of money or land or to construct, install or maintain any improvements of a public or private nature on or off the Property. Except as set forth herein, no governmental authority has imposed any requirement that any owner of the Property pay directly or indirectly any special fees or contributions or incur any expenses or obligations in connection with the ownership of the Property. Buyer understands that it may incur fees, contributions, or expenses in connection with any redevelopment of the Property. (d) No notices or requests have been received by Seller from any insurance company issuing any of the insurance policies affecting the Property which have not been complied with. Any notices or requests from any such insurance company received prior to the Closing Date shall be complied with by Seller prior to the Closing Date. (e) To the best of Seller's actual knowledge and belief, there are no pending or threatened condemnation or similar proceeding or assessment affecting the Property, or any part thereof. (f) Seller has received no notice of the intention of any public authority or other entity to take or use the Property or any part thereof. (g) Except for as otherwise described in Section (a) above, Seller is not a parry or otherwise subject to any commitment, obligation, agreement, litigation, or other proceeding which would prevent Seller from completing the sale of the Property under this Agreement or knowingly adversely affect the value of the Property in the hands of Buyer. Seller has full power to consummate the transaction described in this Agreement, the execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions described herein having been duly and validly authorized by all necessary corporate action and the Page 4 of 15 Buyer's Initials Seller's InWals observance of all required formalities on the part of Seller, such that this Agreement constitutes a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation by Seller of the transaction contemplated hereby, nor compliance by Seller with any of the provisions hereof will: (i) conflict with or result in a breach of or default under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, or other instrument or obligation to which Seller is a party or by which it or the Property is bound, or (ii) violate any order, injunction, decree, statute, rule, or regulation applicable to Seller or the Property, other than as disclosed to Buyer. (h) Seller has not received any actual notice of violation, of any applicable building, zoning, or other ordinances, resolutions, statutes, or regulations from any insurance company or governmental agency in respect to the operation or condition of Property and, to the best of Seller's actual knowledge, without independent inquiry, there are no such violations. (i) To the best of Seller's actual knowledge and belief, the Property has not in the past, and is not now, used as a depository or storage area for trash, garbage or any toxic waste, hazardous materials or toxins. Buyer is fully aware that the previous and/or current use of the Property may include or may have included fuel and/or petroleum product storage and that related fuel and/or petroleum products may be or may have been stored on the Property. (j) Seller has full power and authority to own and sell the Property and to comply with the terms of this Agreement. (k) The execution and delivery of this Agreement by Seller and the consummation by Seller of the transaction contemplated by this Agreement are within Seller's capacity. (1) All of the warranties and representations of the Seller set forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed to be repeated at and as of the Closing Date, and shall be true as of the Closing Date. (m) The Property is currently zoned ALI-1 and ALI-MC, which allows for the intended uses referenced in paragraph 6 of this Agreement. 10. SPECIAL ASSESSMENT LIENS. Certified, confirmed, and ratified special assessment liens as of the Closing Date are to be paid by Seller. Pending liens as of the date of Closing shall be assumed by Buyer. 11. RISK OF LOSS. Seller shall bear all risk of casualty loss to Property occurring prior to Closing and shall maintain in full force and effect all liability insurance now in force through the Closing Date. In the event of any damage or destruction to any of the Property prior to Closing that is not restored by the Closing Date, Buyer may rescind this Agreement and receive a refund of the Deposit together with all interest thereon, if any. Specifically excluded from this provision is any loss resulting from the past, present or future existence of environmental contaminants. 12. SELLER'S OPERATIONS PRIOR TO CLOSING. Seller agrees that between the Execution Date and the Closing Date, Seller shall: Page 5 of 15 Buyer's Initials Seller's Ini (a) Not transfer any of the Property or voluntarily create on the Property any easements, liens, mortgages, encumbrances or other interests that would affect the Property or Seller's ability to comply with the terms and conditions of this Agreement. (b) Promptly disclose in writing to Buyer any material change in any facts or circumstances which would make any of the representations, or other provisions of this Agreement, inaccurate, incomplete, or misleading. (c) Cooperate with Buyer to assist Buyer in carrying out the transaction contemplated herein, in obtaining any approvals and authorizations, and in delivering all documents, instruments, or copies thereof or other information as may be reasonably requested by Buyer. 13. INSPECTION AND FEASIBILITY. Buyer shall have a period of ninety (90) business days after the Effective Date to make a physical inspection of the Property and to determine if it is satisfactory to Buyer. If the Buyer's physical inspection of the Property is unsatisfactory to Buyer, then Buyer may accept the Property as -is, as provided herein, or may terminate this Agreement within.said ninety (90) day period. 14. CLOSING DATE. Subject to all of the terms, covenants, and conditions hereof, the sale and purchase transaction contemplated in this Agreement shall be closed on or before thirty (30) days subsequent to the end of the Inspection Period referenced in paragraph 13 of this Agreement. Provided that the Agreement has not been prior thereto terminated by the Buyer in accordance with any of the provisions of this Agreement, closing of this transaction shall occur at the offices of Seller's attorney, or shall occur without a sit down closing by utilizing delivery of documents by recognized courier service, wire transfer of funds, and other secure delivery methods. At such Closing, Buyer shall deliver to the Closing Agent, in the form hereinabove specified, all monies required to complete Buyer's payment of the Net Purchase Price of the Property and Seller shall execute and deliver the special warranty deed, and other documents contemplated and required to be executed and delivered pursuant to the provisions of this Agreement. Seller and Buyer shall also execute and deliver to the Closing Agent such other documents at such Closing as may be reasonably required of them in order to consummate and close the sale and purchase transaction contemplated in this Agreement pursuant to the terms hereof. The Closing Agent shall make all disbursements in accordance with. a Closing Statement approved by Buyer and Seller. Buyer shall pay the cost of the Owner's Title Insurance Policy. Buyer shall pay the cost of recordation of all documents related to conveyance of ownership of the Property by Seller to Buyer. Seller shall pay the cost of recordation of all documents related to conveyance of easements by Buyer to Seller. Each party shall bear their own attorney's fees. 15. CLOSING DOCUMENTS. In addition to those documents otherwise required herein to be delivered, Seller shall deliver to the Closing Agent the following documents at Closing: (a) A Special Warranty Deed, in recordable form, by which Seller shall convey the Property to Buyer, subject only to the Permitted Exceptions and Deed Restrictions; (b) Such other items, instruments, or affidavits as may be required for issuance of an Owner's Title Insurance Policy as contemplated herein. Page 6 of 15 Buyer's Initials Seller's Inds 16. AD VALOREM TAXES. Buyer recognizes that Seller, in its capacity as a municipality, is exempt from the payment of ad valorem taxes on the Property. Buyer shall be solely responsible for the payment of ad valorem taxes commencing as of the Closing, if assessed, and assessed or accruing thereafter, and Seller shall have no liability for the payment of any taxes that may have previously accrued or been assessed against the Property or any interest thereon. 17. LIENS. Buyer understands that the Property, being owned by Seller in its capacity as a municipality, is not subject to claims of lien. However, Seller, consistent with the requirements of insuring title, shall furnish to Buyer at time of Closing an affidavit attesting to the absence, unless otherwise provided for herein, of any financing statements, claims of lien, or potential claimants or lienors known to Seller and further attesting that there have been no improvements to the Property authorized by or for Seller for ninety (90) days immediately preceding date of Closing. 18. EXPENSES. All closing costs, including, but not limited to, the cost of the title insurance policy, the cost of recording the deed, bill of sale, any mortgage, and all other fees and costs in connection therewith (i.e. documentary tax) shall be paid by Buyer. The cost of recording any corrective instruments or releases to provide clear title to Buyer, and easements conveyed to Seller or the public at Closing, shall be paid by Seller. 19. ESCROW. The Escrow Agent, Peter J. Munson, Esq., Clark Campbell Lancaster & Munson (Trust Account), receiving funds pursuant to this Agreement is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance thereof in accordance with the terms and conditions of this Agreement. Failure of clearance of funds shall not excuse performance by the Buyer. In the event of doubt as to his duties or liabilities under the provisions of this Agreement, the Escrow Agent may in his sole discretion, continue to hold the monies which are the subject of this escrow until the parties mutually agree to the disbursement thereof, or until a judgment or a court of competent jurisdiction shall determine the rights of the parties thereto, or he may deposit all the monies then held pursuant to this Agreement with the Clerk of the Circuit Court of Indian River County in conjunction with filing of the appropriate action, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover a reasonable attorney's fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the prevailing party. All parties agree that the Escrow Agent shall not be liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies subject to this escrow, unless such misdelivery shall be due to willful breach of this Agreement or negligence on the part of the Escrow Agent. 20. ATTORNEYS' FEES AND COSTS. In connection with any litigation, including appellate proceedings, arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys` fees, experts' fees, and costs, including attorneys' fees, experts' fees, and costs incurred in litigating entitlement to such fees and costs, as well as in Page 7 of 15 Buyer's Initials Seller's Initials 37 determining or quantifying the amount. Reasonable costs to which the prevailing party is entitled shall include costs which are taxable under any applicable statute, rule, or guideline. 21. DEFAULT. If this Agreement is not otherwise terminated pursuant to the terms hereof, and should Buyer fail to close under this Agreement within. the time specified, the Deposit paid by the Buyer aforesaid, together with interest thereon, if any, shall be paid by the Escrow Agent to and retained by Seller as liquidated damages, consideration for the execution of this Agreement, and in full settlement of any claims, and Buyer shall be obligated to return all documents to Seller; whereupon all parties shall be relieved of all obligations under the Agreement. Should the Seller default or breach any obligation hereunder, the Buyer's sole remedy, shall be either to seek specific performance of this Agreement, or elect to receive the return of its deposit from the Escrow Agent, together with all interest thereon, if any, in which event the Agreement shall be terminated upon Buyer's receipt of the deposit and the interest, if any, and thereupon, neither party shall have any further rights hereunder or obligations to each other. In no event shall Seller be liable to Buyer for damages of any kind. 22. AGREEMENT NOT RECORDABLE PERSONS BOUND AND NOTICE. Neither this Agreement nor any notice thereof shall be recorded in any public records. However, Buyer recognizes that this Agreement shall be part of the Public Records of the Seller in its capacity as a municipality and thereby subject to inspection and copying. This Agreement shall bind and inure to the benefit of the parties hereto and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. Notice given by or to the attorney for either party shall be as effective as if given by or to said party. 23. SOLE AND ENTIRE AGREEMENT. This Agreement supersedes all prior discussions and agreements between the parties in respect to the conveyance of the Property and constitutes the sole and entire Agreement between Seller and Buyer in respect thereto. 24. MODIFICATIONS.. No alteration, amendment, change, or addition to this Agreement shall be binding upon either party hereto unless and until reduced to writing and signed by both parties. 25. ASSIGNMENT. This Agreement may not be assigned by either party without the written consent of the other party and any attempt to assign this Agreement or any interest or right hereunder without such written consent shall be deemed void and without any effect. Any permitted assignee shall take such assignment subject to all terms and conditions referenced herein, including, but not limited to, the AS -IS provisions of this Agreement. 26. INTERPRETATION. For all purposes of this Agreement, except as otherwise expressly provided, or unless the context otherwise requires: (a) This Agreement and all questions of interpretation, construction, and enforcement, and all controversies arising hereunder, shall be governed by and adjudicated in accordance with the internal laws of the State of Florida. Venue shall be in Indian River County, Florida. (b) The captions, headings, and section numbers appearing in this Agreement are inserted as a convenience only and in no way define, limit, construe, or describe the scope or intent of such sections nor shall in any way effect the interpretation hereof. Page 8 of 15 Buyer's Initials Seller's Iniy�ls (c) The phrase "this Agreement" means this Agreement as it may be amended and/or supplemented from time to time. (d) Wherever the words "includes" or "including" as used in this Agreement, the same shall not be construed to restrict or limit any of the language, terms, or definitions used in association therewith. (e) Any reference in this Agreement to an entity shall include and shall be deemed to be a reference to any entity that is a successor to such entity. (l) The words "IDep®sit", "Land" , ''Improvements", "Realty", "Property", "Submittals", and "Personalty" shall . be interpreted to include any and all respective portions thereof. (g) Whenever this Agreement requires that something be done within a period of days, such period shall: (i) not include the day from which such period commences; (ii) include the day upon which such period expires; (iii) expire at 5:00 p.m. local time on the date by which such thing is to be done; (iv) if six (6) days or more, be construed to mean calendar days unless specified otherwise; provided that if the final day of such period falls on a Saturday, Sunday or legal holiday in the state where such thing is to be done, such period shall be extended to the first business day thereafter; and (v) if less than six (6) days, be construed to exclude any Saturday, Sunday, or legal holiday in the state where such thing is to be done which falls within such period, Time being of the essence. (h) Wherever in this Agreement, the consent of either party to or of any act by the other is required, such consent shall not be unreasonably withheld or delayed, except as otherwise indicated, if at all. The consent by either party to or of any act by the other requiring further consent shall not be deemed to waive or render unnecessary the consent of such party to any subsequent similar act. (i) This Agreement may be executed in several counterparts, each of which, for all purposes, shall be deemed to constitute an original and all of which counterparts, when taken together, shall be deemed to constitute one and the same Agreement, even though all of the parties hereto may not have executed the same counterpart. 0) Wherever in this Agreement provision is made for the doing of any act by any person it is understood and agreed that such act shall be done by such person at its own cost and expense unless a contrary intent is expressed. (k) The phrase "Execration Date" shall be interpreted to mean the date of execution of this Agreement by both Buyer and Seller. 27. JUDICIAL CONSTRUCTION. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation hereof. Page 9 of 15 Buyer's Initials Seller's In3(s 28. CLOSING DATE. The words "Closing" and "Closing Date," or words of similar importance as used in this Agreement, shall be construed to mean the originally fixed title and Closing Date specified herein or any adjourned time and date specified herein or agreed to in writing by the parties or any earlier date permitted herein. 29. DELIVERY OF POSSESSION. Possession of the Property shall be delivered to Buyer at Closing. 30. NOTICES. All notices, demands, or requests required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been properly given or served to the addresses shown below, and shall be effective upon being: (a) delivered by recognized courier service such as Federal Express; (b) delivered via e-mail with confirmation of receipt; (e) delivered by fax with confirmation of receipt; (d) by hand delivery; or (e) by being deposited in the United States mail, postage prepaid and registered or certified with return receipt requested. Notice to or from counsel for a party shall be the same as notice to or from a party. AS TO SELLER: James O'Connor, City Manager City of Vero Beach 1053 20th Place P.O. Box 1389 Vero Beach, FL 32961-1389 Phone No.: 772-978-4710 Fax No.: 772-978-4716 Email: JOcon-nor@covb.org WITH A COPY TO: Wayne R. Coment, City Attorney City of Vero Beach 1053 20th Place P.O. Box 1389 Vero Beach, FL 32961-1389 Phone No.: 772-978-4730 Fax No.: 772-978-4733 Email: WComent@covb.org AS TO BUYER: Mark Hulbert, Managing Member Core Seven Investments, L.L.C. 464 W. Pipkin Road, Suite 1 Lakeland, FL 33813 Phone No.: 863-647-5815 Email: mark@hulberthomes.com WITH A COPY TO: Peter J. Munson, Esquire Clark Campbell Lancaster & Munson 500 S. Florida Avenue, Suite 800 Lakeland, FL 33801-5271 Phone No.: 863-647-5337 Fax No.: 863-647-5012 Page 10 of 15 Buyer's Initials Seller's In4v Email: pmunson@ecltnlaw.com Rejection or other refusal to accept or inability to deliver because of changed address of which no notice has been given shall constitute receipt of the notice, demand, or request sent. 31. SELLER'S AGENT. Except as otherwise provided herein, the Seller's City Manager shall be Seller's agent and shall have the authority to administer this Agreement on behalf of Seller, including but not limited to the authority, to cause notices to be served on Buyer; enforce or terminate the Agreement upon default of any terms by Buyer; and to enforce Seller's rights as provided herein; but excluding execution of deeds and other Closing documents on behalf of Seller, which shall be as provided by law. 32. SAVING CLAUSE. Should any provision of this Agreement or application thereof to any person or circumstance be held invalid or unenforceable, the remainder of this Agreement, or the application of such provision, to any person or circumstance, other than those to which it is held invalid or. unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the full extent permitted by law. 33. WAIVERS. Any term or condition of this Agreement, compliance therewith, or breach thereof may be waived by the party that is entitled to the benefit thereof, but no waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of such waiving party. Any such waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall not invalidate this Agreement, nor shall such waiver be deemed to be nor construed as a .furthering or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation or warranty of this Agreement. Except as otherwise provided herein, the failure of a party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. A waiver by a party shall not invalidate this Agreement, nor shall such waiver be construed as a waiver of any other covenant, condition, representation, or warranty. A waiver by a party of the time for performing any act shall not constitute a waiver of time for performing any other act or the time for performing an identical act required to be performed at a later time. 34. NO MERGER. The statements, representations, and warranties set forth in this Agreement shall not survive the Closing, except where specifically provided to the contrary. 35. BROKERS. Seller hereby acknowledges, represents, and warrants to Buyer that no broker or finder has been employed by Seller. Buyer hereby acknowledges, represents, and warrants to Seller that no broker or finder has been employed by Buyer or, if Buyer has so employed any broker or finder in connection with this Agreement or the transaction contemplated hereunder, Buyer shall be responsible for and pay all commissions that are payable to any broker or finder in connection with this Agreement or the transaction contemplated herein, and Buyer hereby agrees to indemnify, defend, save, and hold Seller harmless from and against the payment of any commissions or fees or claims for commissions or fees due to Buyer becoming liable for or incurring such conimissions or fees; it being expressly agreed that the foregoing agreement of indemnification shall survive any Closing under this Agreement. Page 11 of 15 Buyer's Initials Seller's Initj�js 36. DISCLOSURES. Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 37. AS IS. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE AND ACCEPTED BY BUYER ON AN "AS IS", "WHERE IS", AND "WITH ALL ]FAULTS" BASIS, WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY CONCERNING THE PHYSICAL CONDITION OF THE PROPERTY (INCLUDING THE CONDITION OF THE SOIL, AIR, WATER, OR THE IMPROVEMENTS OR FIXTURES), THE ENVIRONMENTAL CONDITION OF THE PROPERTY (OR ANY PORTION THEREOF) INCLUDING THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES ON OR AFFECTING THE PROPERTY (OR ANY PORTION THEREOF), THE COMPLIANCE OF THE PROPERTY (OR ANY PORTION THEREOF) WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING ZONING AND BUILDING CODES OR THE STATUS OF DEVELOPMENT OR USE RIGHTS RESPECTING THE PROPERTY), THE FINANCIAL CONDITION OF THE PROPERTY (OR ANY PORTION THEREOF) OR ANY OTHER REPRESENTATION OR WARRANTY RESPECTING ANY INCOME, EXPENSES, CHARGES, LIENS OR ENCUMBRANCES, RIGHTS OR CLAIMS ON, AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF. BUYER ACKNOWLEDGES THAT BUYER, PRIOR TO THE EXECUTION DATE OF THIS AGREEMENT HAS HAD THE OPPORTUNITY TO REVIEW AND INSPECT ALL MATTERS WHICH IN BUYER'S JUDGMENT BEAR UPON THE PROPERTY AND ITS VALUE AND SUITABILITY FOR BUYER'S PURPOSES. BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE SIMILAR TO THE PROPERTY AND THAT BUYER HAS OR WILL HAVE ADEQUATE OPPORTUNITY TO COMPLETE ALL PHYSICAL AND FINANCIAL EXAMINATIONS RELATING TO THE ACQUISITION OF THE PROPERTY HEREUNDER IT DEEMS NECESSARY, AND WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF AND IN RELIANCE UPON SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY THE OWNER'S POLICY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER (OTHER THAN AS EXPRESSLY PROVIDED HEREIN). EXCEPT AS TO MATTERS SPECIFICALLY SET FORTH IN THIS AGREEMENT, BUYER WILL ACQUIRE THE PROPERTY SOLELY ON THE BASIS OF ITS OWN PHYSICAL AND FINANCIAL EXAMINATIONS, REVIEWS AND INSPECTIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY THE OWNER'S POLICY. 38. INDEMNIFICATION. Buyer agrees to fully defend, indemnify and hold Seller, harmless from and against all demands, claims, civil or criminal actions or causes of action, liens, assessments, civil or criminal penalties or fines, losses, damages, liabilities, obligations, costs, disbursements, expenses or fees of any kind or of any nat re which may at any time after the Closing of this Transaction be imposed upon, incurred by or asserted or awarded related to or resulting from the presence, of any Hazardous Substance on, in or about the Property after the Page 12 of 15 Buyer's Initials Seller's Initials 42 Closing including: (i) any acts or omissions of Buyer, its Agents, employees or contractors at, on or about the Property which contaminate air, soils, surface waters or ground waters over, on or under the Property; (ii) the breach by Buyer of any representation or warranty under this Agreement; (iii) pursuant to or in connection with the application of any Environmental Law, to the acts or omissions of Buyer and any environmental damage alleged to have been caused, in whole or in part, by the manufacture, processing, distribution, use, handling, transportation, treatment, storage or disposal of any Hazardous Substance by Buyer; or (iv) the presence .of any Hazardous Substance on, in or about the Property occurring after the Closing of the Transaction. The term "Hazardous Substance" means: (i) any substance or material determined to be toxic, a pollutant or contaminant, under Federal, State or local statute, law, ordinance, rule or regulation or judicial or administrative order or decision, as the same may be amended from time to time, including but not limited to petroleum and petroleum products as defined in Section 376.301(10), Florida Statutes, as the same may be amended from time to time; (ii) asbestos; (iii) radon; (iv) polychlorinated biphenyls (PCBs); and (v) such other materials, substances or waste which are otherwise dangerous, hazardous, harmful or deleterious to human health and safety or the environment. 39. SECTION 1031 EXCHANGE. Seller and Buyer agree to cooperate with each other in closing the sale of the Property as a like -kind exchange under Section 1031 of the Internal Revenue Code (the "Code") if requested. Such cooperation shall include, without limitation, the substitution by either of an intermediary (the "Intermediary") IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates entered below and the respective signatories of the parties whose signatures appear below hereby warrant and represent that they have been and are on the date of execution of this Agreement duly authorized to execute this Agreement on behalf of and bind their respective party. [SIGNATURE PAGES FOLLOW] Page 13 of 15 Buyer's Initials Seller's Initials 43 WITNESSES: Sign: By: Print Name: Sign: Date signed: Print Name BUYER: Core Seven Investments, L.L.C. Mark Hulbert Managing Member [SEAL] [SIGNATURES CONTINUE ON NEXT PAGE] Page 14 of 15 44 ATTEST: Tammy K. Bursick City Clerk [SEAL] SELLER: CITY OF VERO BEACH LIN Harry Howle III Mayor Date signed: CITE' ADMINISTRATIVE REVIEW (For Internal Use Only—Sec. 2-77 COVB Code) Approved as to form and legal sufficiency: Wayne R. Coment City Attorney Approved as to technical requirements: Monte K. Falls Public Works Director Approved as conforming to municipal policy: James R. O'Connor City Manager Approved as to technical requirements: Cynthia D. Lawson Finance Director Page 15 of 15 45 Property Description Parcel Id Numbers: 32392600011023000001.1, 32392600011023000001.2, 32392600011023000001.3 Situated in the State of Florida, County of Indian River, City of Vero Beach, and being a part of Tracts 4 and 5, Section 3, Township 33 South, Range 39 East and being more particularly bounded and described as follows: All of Dodgertown Parcel 1-A as described in Official Records Book 1961, Page 956 of the Public Records of Indian River County, Florida; Together with; Dodgertown Parcel 2-A & a portion of Parcel 1-C as described in Official Records Book 2517, Page 547 of the Public Records of Indian River County, Florida; Together with; Dodgertown Parcel 3-A as described in Official Records Book 1961, Page 968 Of the Public Records of Indian River County, Florida; Less: That portion deeded to Indian River County as described in Official Records Book 2517, Page 551 of the Public.Records of Indian River County, Florida; Also Less: That portion right of way deeded to Indian River County along 43rd Avenue, as described in Official Records Book 2878, Page 480 of the Public Records of Indian River County, Florida; Overall Parcel also being described as: Commencing at the northwest corner of Section 3-33-39; Thence South 00000'47" West along the west line of said Section 3-33-39 for a distance of 30.00 feet; Thence South 89°45'39" East for a distance of 75.00 feet to a Point of intersection with the east right of way of 43rd Avenue and the south line of the Indian River Farms Water Control District's Canal A-3, said intersection also being the Point of Beginning of the following described parcel; Thence from the Point of Beginning, continue South 89°45'39" East on the said south line of Canal A-3 for a distance of 794.99 feet; Thence South 03632'27" West for a distance of 582.12 feet; Thence South 00'14'21 " West for a distance of 360.85 feet; Thence South 02°50'58" East for a distance of 830.37 feet to a point lying 50 feet north of and perpendicular to the Indian River Farms Water Control District's Main Canal; Thence South 69°22'53" West and parallel with the said Main Canal for a distance of 880.69 feet to a point on the east right of way of 43rd Avenue; Thence North 00°00'47" East along the said east right of way of 43rd Avenue for a distance of 88.90 feet; Thence North 04°41'53" East for a distance of 159.16 feet; Thence North 00°00'47" East for a distance of 345.57 feet; Thence North 10°28'14" East for a distance of 33.06 feet; Thence North 00°00'47" East for a distance of 75.08 fect; Thence North 07°48'44" West for a distance of 139.55 feet; Thence North 00°00'47" East for a distance of 1220.72 feet; Thence North 45°07'34" East for a distance of 35.29 feet to the Point of Beginning; Said parcel containing 1,535,197 square feet or 35.24 acres more or less. 46 Dote: said parcel subject to easements as shown. � -.. •,. :�..) � �gg� � R � F� � LEC N ME VHS, oaa��3a€ a-aateyahgbga � a � z c '•�' � ap ag$ �@ �� "� Eb � �R $'SSC 8� � �fi3 �� �R � i i � i 3 � � � � 5 % a i flt'' •1 i' � �ea � „� �� g: E�� x <� g���a �< @ � tae i � e e $ e � e e ` f � . g E •ii b <8 M-2 7.• F< ti 6 di tt 3" n r; .`a"g' gg � g b VSs r�S� � `3 $ a $ it a i Iz$�1$�Ik$tg�s'b��€ek�is�sysysii�4� oil 410 ,Sex iZL2SS I.tLLi[.EOS � �•'�`•---------10068 3.SSt)S.ZQS i Ill ______ �.._.......... BEV utI I i' X26 ,� 8aS 0 § � dt 3"'� a ala- " � 38 ° fir $. 1! f 6 it ��a`,�n• � €ff "g e QH ie R� iY ••9g1•I F �d�� uW I ............................ �.....::' :.�^CL4.................... I4 ' K a YAA LLI k'IF1p r -o t— ti n 10 N a UMP; >;§BEd g t s W a v Rag NMI he $ t $ t6 I I1 a c a o t— EAHIMIT "B" PERMITTED EXCEPTIONS 1. All applicable law, ordinance, zoning, and governmental regulations. 2. Taxes for the current year, which are not yet due and payable, and subsequent years. 3. Easements, restrictions, covenants and conditions as set forth in the Plat, if any. 4. All easements of record. 5. Any easements in favor of Seller, utilities, or the public necessary over existing and future utility or drainage facilities. 6. Restrictions related to the Runway Protection Zone (RPZ) affecting the Property related to the Vero Beach Regional Airport pursuant to applicable City of Vero Beach Land Development Regulations and Florida Statutes. 7. Deed restrictions providing that the Property may only be developed or used for commercial uses such as restaurants, markets, professional offices, and hotels, with no residential development being permitted. The exact language of such restrictions to be agreed to by the Seller and Buyer prior to Closing. 48