AGREEMENT RECITALS: Draft 3/26/2015

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1 AGREEMENT This Agreement is entered into this day of April, 2015, by and between the SCHOOL BOARD OF BREVARD COUNTY, FLORIDA (the "School Board") and THE CITY OF MELBOURNE, a Florida municipal corporation (the "City"). RECITALS: WHEREAS, the School Board obtained fee simple title to certain real property pursuant to a warranty deed dated July 5, 1919 recorded in Deed Book 80, Page 85, of the public records of Brevard County, Florida from Cloyde and Addison Fee and a warranty deed dated January 10, 1919 recorded in Deed Book 81, Page 56, of the public records of Brevard County, Florida from Austin Lyman for portions of lots five and six of an unplatted subdivision, which property collectively consisted of approximately 8.11 acres; WHEREAS, after relocating the schools operating on said property, the School Board conveyed said property to the Board of County Commissioners of Brevard County by that certain quit claim deed dated September 21, 1976 and recorded in Official Records Book 1669, Page 92, of the public records of Brevard County, Florida, which quit claim deed reserved a reverter to the School Board, specifically: In the event the subject property shall not be used for public purposes or shall be vacated or abandoned for a period in excess of twelve (12) months, then, in that event, title to and the right of possession of said property shall be terminated and title thereto revert and revest in the [School Board of Brevard County, Florida]. WHEREAS, the County conveyed a portion of said property to the City by that certain Corrective County Deed and Release and Termination of Right of Reverter, Right of Re-entry and Restrictive Covenants from Brevard County recorded in Official Records Book 7226, Page 1614, of the public records of Brevard County, Florida, consisting of approximately 5.61 acres; WHEREAS, there are no structures located on a portion of said property, consisting of approximately 2.64 acres and defined herein as the Project Property, which is owned by the City and said Project Property is currently used for parking; WHEREAS, the City desires to utilize the Project Property, for economic development pursuant to the City s Downtown Melbourne Public-Private Development Program to incentivize certain developments that are beneficial toward the redevelopment goals of the Downtown Melbourne Community Redevelopment Agency, as authorized by the Community Redevelopment Act, , Florida Statutes (2014); 1

2 WHEREAS, a developer has approached the City about a mixed use/multi-family housing project and improvement of public and/or private parking areas, approximately 2.64 acres of which is proposed on City-owned property; WHEREAS, the School Board has determined that any property interest the School Board holds in the Project Property is unnecessary for education purposes as recommended in an educational plant survey; WHEREAS, the City has requested, and the School Board agrees to, the release of the Project Property from all terms, conditions, reservations and restrictions held by the School Board, including those arising from the 1976 quit claim deed from the School Board to the County as referenced above; and WHEREAS, the parties are desirous of conveying to the City all property interests held by the School Board in the Project Property, consisting of approximately 2.64 acres or that portion necessary for the mixed use/multi-family housing project and associated private parking defined in paragraph 5 below, and entering into this Agreement providing for said conveyance to the City and the termination of the reverter on the Project Property; and WHEREAS, the parties are desirous of voluntarily entering into this Agreement because it will allow for an improved plan of development for the Project Property and allow for the elimination of slum and blighted conditions, creation of economic development, enhancement the appearance, value and livability of the downtown area, and otherwise be consistent with the purpose of provisions of, the Community Redevelopment Act and the objectives of the Downtown Melbourne CRA Redevelopment Plan, thereby constituting a public purpose and serving the public interest; and WHEREAS, the parties have determined that the release of the Project Property from all the said terms, conditions, reservations and restrictions held by the School Board, including those arising from the 1976 quit claim deed from the School Board to the County as referenced above and conveyance of real property interests in the Project Property to the City is in the best interests of the public; NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, it is mutually agreed between the parties as follows: 1. RECITALS. The recitals set forth hereinabove are true and correct in all respects and are incorporated herein by reference as if set forth herein verbatim. 2. CONVEYANCE OF PROPERTY. The School Board agrees to convey to the City by quit claim deed all property interests in the Project Property held by the School Board, including those arising from the 1976 quit claim deed from the School 2

3 Board to the County, more particularly described as real property, located and situate in the County of Brevard, State of Florida, to wit: See Legal Description and Sketch attached hereto as Exhibit A and incorporated herein by reference; Commonly referred to as PIN: Consisting of 2.64 acres, more or less, or that portion necessary for the mixed use/multi-family housing project and associated private parking defined in paragraph 5 below (herein, the Project Property ). The Project Property shall be conveyed to the City for purposes of releasing and terminating the School Board reverter on the Project Property and any property interest arising therefrom. The parties understand and agree that this Agreement is not intended to release or terminate the School Board reverter on that certain real property located adjacent to the Project Property commonly referred to as the Trinity Towers South property. 3. SURVEY. Prior to closing the City, at City s expense, shall have the Project Property surveyed and certified by a registered Florida surveyor. 4. CONSIDERATION. For consideration of the conveyance of the Project Property, the City hereby agrees to pay to the School Board the amount of Fifty Thousand Dollars ($50,000.00). The check to the School Board shall be made payable to Client Trust Fund of Harold Bistline, Esq. as the School District Attorney. 5. DEVELOPMENT AGREEMENT. The parties respective duty to close on the conveyance of the Project Property from the School Board to the City is subject to and expressly conditioned upon the City entering into a development agreement for a mixed use/multi-family housing project, or a comparable redevelopment project, and improvements of public and/or private parking areas on the Project Property or a portion thereof. In the event said development agreement does not utilize the entire Project Property for a mixed use/multi-family housing project, or a comparable redevelopment project, and associated private parking areas, then the School Board and the City agree that the legal description of the Project Property shall be modified to reflect that reduced area of real property used for such mixed use/multi-family housing project, or comparable redevelopment project, and associated private parking areas in said development agreement. Public parking areas owned by the City shall not be included in the legal description of the Project Property. 6. CLOSING. The City and the School Board agree to exchange a properly executed quit claim deed, in substantially the same form as the document attached as 3

4 Exhibit B. This transaction shall be closed and the closing documents delivered at closing, unless modified by the mutual consent of the parties. a. Said closing shall occur by a date that is within thirty-one (31) days following the later to occur of the following three dates: (a) the date of the execution of the development agreement referenced in paragraph 5 above; or (b) the completion of the survey referenced in paragraph 3 above; or (c) the date otherwise agreed in writing by the School Board and the City. b. The cost of recording the quit claim deed and any other normal and customary closing costs shall be paid by the City. 7. GOVERNING LAW. This Agreement shall be deemed to have been executed and entered into within the State of Florida and this Agreement, and any dispute arising hereunder, shall be governed, interpreted and construed according to the laws of the State of Florida. 8. VENUE. Venue for any legal action brought by any party to this Agreement to interpret, construe or enforce this Agreement shall be in a court of competent jurisdiction in and for Brevard County, Florida, and any trial shall be non-jury. 9. MODIFICATION. No modification of this Agreement shall be binding on the School Board or the City unless reduced to writing and signed by a duly authorized representative of School Board and the City. 10. ENTIRETY CLAUSE. This Agreement embodies the entire Agreement and understanding between the parties hereto and there are no other agreements or understandings, oral or written, with reference to the subject matter hereof that are not merged herein. 11. NOTICE. Notice under this Agreement shall be given to the School Board by mailing written notice, postage prepaid, to School Superintendent,School Board of Brevard County, 2700 Judge Fran Jamieson Way, Viera, FL 32940, and notice shall be given to the City by mailing written notice, postage prepaid to City Manager, City of Melbourne, 900 E. Strawbridge Avenue, Melbourne, FL EFFECTIVE DATE. As used herein, the term "Effective Date" shall mean the date on which the last of the parties hereto executes this Agreement. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the day and year first above written. 4

5 Signed, sealed and delivered In the presence of SCHOOL BOARD: SCHOOL BOARD OF BREVARD COUNTY, FLORIDA Witness #1 Signature Witness #1 Name Witness #2 Signature Witness #2 Name By: Amy Kneessy As Chair ATTEST: STATE OF FLORIDA ) COUNTY OF BREVARD ) The foregoing instrument was acknowledged before me this, 2015, by Amy Kneessy, as Chair of the School Board of Brevard County. She is personally known to me. Notary Public My commission expires: 5

6 Signed, sealed and delivered In the presence of CITY: CITY OF MELBOURNE, a Florida municipal corporation Witness #1 Signature Witness #1 Name Witness #2 Signature Witness #2 Name By: Michael A. McNees As City Manager (City Seal) ATTEST: Cathleen A. Wysor, City Clerk STATE OF FLORIDA ) COUNTY OF BREVARD ) The foregoing instrument was acknowledged before me this, 2015, by Michael A. McNees, as City Manager of the City of Melbourne, a Florida municipal corporation. He is personally known to me. Notary Public My commission expires: Exhibit A: Legal description of Project Property Exhibit B: Quit Claim Deed and Release and Termination of Rights of Reverter 6

7 EXHIBIT A PROJECT PROPERTY That portion of Lots 5, 6, and 7 lying between New Haven Avenue and Melbourne Avenue in the subdivision of the Northwest 1/4 of the Southeast 1 /4 of Section 3, Township 28 South, Range 37 East, Brevard County - Florida. Being land described in Deeds recorded in Deed Book 80, page 85 and Deed Book 81, Page 56, Public Records of Brevard County, Florida. LESS AND EXCEPT the land described in that Certain deed recorded in Book 3079, Page 4894, of the Official Records of Brevard County, Florida. Also described as: A portion of Lots 5, 6, and 7 of Fee's unrecorded subdivision in Section 3, Township 28 South, Range 37 East, Brevard County, Florida. More particularly described as follows: commence at the northeast corner of Lot 12, block 2 of Hallwood Place as recorded in Plat Book 2, Page 33A, Public Records of Brevard County, Florida, and the south right of way of New Haven Avenue, said point also being the northwest corner of Lot 5 of Fee's unrecorded subdivision, thence S '34" E., along said south right of way, feet to the point of beginning, said point being the northeast corner of O.R.B. 2214, Page 1640, Public Records of Brevard County, Florida, thence continues S '34" E feet to the northeast corner of Lot 7 of Fee's unrecorded subdivision; thence S. 0 09'32" E., along the east line of Lot 7, feet; thence N '34" W feet; thence N.0 10'15" W feet; thence 88 26'34" W feet; thence S. 0 10' 15" E feet. thence N ' 34" W feet to a point on the east line of O.R.B. 2214, Page 1640, Public Records of Brevard County, Florida; thence N. 0 47'29" W., along said east line of O.R.B. 2214, Page 1640, feet to the point of beginning. Containing 2.5 acres, more or less. Commonly referred to as the BRAG Property, PIN: AND LESS AND EXCEPT the land described in that certain lease agreement recorded in Book 2214, Page 1640, of the Official Records of Brevard County, Florida. Also described as: The west 133 feet of Lot 5, the east 38.6 feet of the south 377 feet of Lot 5, the west 13.4 feet of Lot 6 and the east 68 feet of the west 81.4 feet of the south 258 feet of Lot 6 all north of Melbourne Avenue and of Fee s unrecorded subdivision in Section 3, Township 28, Range 37, Brevard County, Florida. Containing 2.97 acres, more or less. Commonly referred to as the Trinity Towers South Property PIN:

8 THIS INSTRUMENT RETURN TO: Cathy Wysor, City Clerk City of Melbourne 900 East Strawbridge Ave. Melbourne, Florida EXHIBIT B PREPARED BY: Alison Dawley, City Attorney City of Melbourne 900 East Strawbridge Ave. Melbourne, Florida Property Appraiser s Parcel Identification Number: QUIT CLAIM DEED AND RELEASE AND TERMINATION OF RIGHTS OF REVERTER THIS QUIT CLAIM DEED AND RELEASE AND TERMINATION OF RIGHTS OF REVERTER is made this day of, 2015 by the SCHOOL BOARD OF BREVARD COUNTY, FLORIDA, as Grantor, whose address is 2700 Judge Fran Jamieson Way, Viera, Florida, 32940, to the CITY OF MELBOURNE, a Florida municipal corporation, as Grantee, whose address is 900 E. Strawbridge Avenue, Melbourne, FL That the Grantor, for and in consideration of the sum of $50, and other valuable consideration to it in hand paid by the Grantee, receipt whereof is hereby acknowledged, has released and quit-claimed to the Grantee all of the Grantor s right, title, interest and claim of demand which the Grantor may have in the land lying and being in Brevard County, Florida, and more particularly described as follows: See Legal Description attached hereto and incorporated herein by reference; Commonly referred to as PIN: Consisting of 2.64 acres, more or less THIS QUIT CLAIM DEED AND RELEASE AND TERMINATION OF RIGHTS OF REVERTER IS BEING RECORDED TO HEREBY RELEASE, TERMINATE, REMISE AND RELINQUISH, UNCONDITIONALLY AND FOREVER, EACH AND EVERY OF THOSE PROPERTY INTERESTS ARISING FROM THE CERTAIN RIGHTS OF REVERTER PREVIOUSLY IMPOSED UPON THE PROPERTY DESCRIBED ABOVE, PURSUANT TO THAT CERTAIN DEED RECORDED IN OFFICIAL RECORDS BOOK 1669, PAGE 92 OF THE PUBLIC RECORDS OF BREVARD COUNTY, FLORIDA. 8

9 IN WITNESS WHEREOF, the said Grantor has caused these presents to be executed in its name by its School Board of Brevard County acting by the Chair of said Board, the day and year aforesaid. Signed, sealed and delivered In the presence of SCHOOL BOARD: SCHOOL BOARD OF BREVARD COUNTY, FLORIDA Witness #1 Signature Witness #1 Name Witness #2 Signature Witness #2 Name By: Amy Kneessy As Chair ATTEST: STATE OF FLORIDA ) COUNTY OF BREVARD ) The foregoing instrument was acknowledged before me this, 2015, by Amy Kneessy as Chair of the School Board of Brevard County. She is personally known to me. Notary Public My commission expires: 9

10 LEGAL DESCRIPTION That portion of Lots 5, 6, and 7 lying between New Haven Avenue and Melbourne Avenue in the subdivision of the Northwest 1/4 of the Southeast 1 /4 of Section 3, Township 28 South, Range 37 East, Brevard County - Florida. Being land described in Deeds recorded in Deed Book 80, page 85 and Deed Book 81, Page 56, Public Records of Brevard County, Florida. LESS AND EXCEPT the land described in that certain deed recorded in Book 3079, Page 4894, of the Official Records of Brevard County, Florida. Also described as: A portion of Lots 5, 6, and 7 of Fee's unrecorded subdivision in Section 3, Township 28 South, Range 37 East, Brevard County, Florida. More particularly described as follows: commence at the northeast corner of Lot 12, block 2 of Hallwood Place as recorded in Plat Book 2, Page 33A, Public Records of Brevard County, Florida, and the south right of way of New Haven Avenue, said point also being the northwest corner of Lot 5 of Fee's unrecorded subdivision, thence S '34" E., along said south right of way, feet to the point of beginning, said point being the northeast corner of O.R.B. 2214, Page 1640, Public Records of Brevard County, Florida, thence continues S '34" E feet to the northeast corner of Lot 7 of Fee's unrecorded subdivision; thence S. 0 09'32" E., along the east line of Lot 7, feet; thence N '34" W feet; thence N.0 10'15" W feet; thence 88 26'34" W feet; thence S. 0 10' 15" E feet. thence N ' 34" W feet to a point on the east line of O.R.B. 2214, Page 1640, Public Records of Brevard County, Florida; thence N. 0 47'29" W., along said east line of O.R.B. 2214, Page 1640, feet to the point of beginning. Containing 2.5 acres, more or less. Commonly referred to as the BRAG Property, PIN: AND LESS AND EXCEPT the land described in that certain lease agreement recorded in Book 2214, Page 1640, of the Official Records of Brevard County, Florida. Also described as: The west 133 feet of Lot 5, the east 38.6 feet of the south 377 feet of Lot 5, the west 13.4 feet of Lot 6 and the east 68 feet of the west 81.4 feet of the south 258 feet of Lot 6 all north of Melbourne Avenue and of Fee s unrecorded subdivision in Section 3, Township 28, Range 37, Brevard County, Florida. Containing 2.97 acres, more or less. Commonly referred to as the Trinity Towers South Property PIN: