POSTED: 07/31/2020

CITY OF SATELLITE BEACH, FLORIDA

565 Cassia Boulevard Satellite Beach, FL 32937 (321) 773-4407 FAX: (321) 779-1388 INCORPORATED 1957

AGENDA CITY COUNCIL

WORKSHOP MEETING SATELLITE BEACH COUNCIL CHAMBER

565 CASSIA BOULEVARD, SATELLITE BEACH, FL 32937

AUGUST 5, 2020 6:45 P.M.

1. CALL TO ORDER BY MAYOR CATINO

2. INTERVIEW BOARD APPLICANTS

How to Access the City Council Meeting online:

• To watch the meeting: City Council meetings are livestreamed on the City’s website and available after the meeting. Please visit the Meeting Videos page on www.satellitebeach.org to view new and archived meetings. City Council meetings will also be available to be viewed on Facebook Live on the City of Satellite Beach City Manager Facebook page.

• To join the meeting from your computer, tablet or smartphone, in order to have the ability to make a comment, click the following link: https://us02web.zoom.us/j/89612397240 o To make a comment during citizens comments or in response to an item,

please click “raise hand” to alert the Clerk that you would like to speak OR use the chat function to type in comments to be read into the public record during the appropriate time during the meeting. To send comments prior to the meeting to be distributed to the City Council, please send an email to cityclerk@satellitebeach.org prior to 3:00 p.m. on July 15, 2020.

• To join the meeting by telephone: Dial (929) 205-6099; Webinar ID: 896 1239 7240

Pursuant to Section 286-0105, FSS, if an individual decides to appeal any decision made by the City Council with respect to any matter considered at this meeting, a verbatim transcript of the proceedings may be required and the individual may need to ensure that a verbatim transcript of the proceedings is made. In accordance with the Americans with Disabilities Act and Section 286.26, FSS. Persons with disabilities needing special accommodation to participate in this meeting should contact the City Clerk’s office.

This Attachment is not in this available online packet. The City of Satellite Beach is currently in the process of implementing changes to increase the accessibility of information and documents on its website. If you require assistance to better access this document or information contained therein please contact the City Clerk by phone at (321) 773-4407 or by email at cityclerk@satellitebeach.org.

POSTED: 07/31/2020 CITY OF SATELLITE BEACH, FLORIDA

565 Cassia Boulevard Satellite Beach, FL 32937 (321) 773-4407 FAX: (321) 779-1388 INCORPORATED 1957

AGENDA CITY COUNCIL

REGULAR MEETING SATELLITE BEACH COUNCIL CHAMBER

565 CASSIA BOULEVARD, SATELLITE BEACH, FL 32937

AUGUST 5, 2020 7:00 PM

NOTE: THIS CITY COUNCIL MEETING INCLUDES THE OPTION TO BE ACCESSED ONLINE, INCLUDING ALLOWING FOR PUBLIC COMMENT. PLEASE SEE BELOW FOR DETAILS.

1. CALL TO ORDER BY MAYOR CATINO

2. MOMENT OF SILENCE AND PLEDGE OF ALLEGIANCE LED BY COUNCILMAN MONTANARO

3. RECOGNITION OF VOLUNTEERS OF THE 21 DAY FLAG SALUTE

4. PRESENTATION BY NASA DEVELOP TEAM ON ROOFTOP SOLAR TOOL FOR SATELLITE BEACH

5. CITIZEN COMMENTS

6. CITY COUNCIL COMMENTS

7. CITY ATTORNEY REPORT

8. CITY MANAGER REPORT

9. CONSENT AGENDA: (Items listed on the Consent Agenda will be approved by one motion of the City Council. The Mayor and Councilmembers may remove any item from the Consent Agenda, which would automatically move that item to the Regular Agenda for separate discussion and vote.)

A. ADOPTION OF MINUTES: JULY 15, 2020, REGULAR MEETING

10. PUBLIC HEARING: DISCUSS/TAKE ACTION ON SUBDIVISION PRELIMINARY PLAT – PCN-3 PELICAN COAST NORTH, THE VUE AT SATELLITE BEACH

11. PUBLIC HEARING: DISCUSS/TAKE ACTION ON THE PRELIMINARY DEVELOPMENT PLAN – PCN-3 PELICAN COAST NORTH, THE VUE AT SATELLITE BEACH

COUNCIL AGENDA PAGE 2 AUGUST 5, 2020

12. DISCUSS/TAKE ACTION ON ORDINANCE NO. 1188, AN ORDINANCE OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY, FLORIDA, AMENDING SECTION 2-226 (COMPETITIVE BIDDING; PUBLICATION OF NOTICE) AND SECTION 2-229 (WAIVEROF BIDDING REQUIREMENTS) OF THE SATELLITE BEACH CITY CODE INCREASINGTHRESHOLD AMOUNTS REQUIRING COMPETITIVE BIDDING AND INCREASING AMOUNTS ALLOWING WAIVER OF COMPETITIVE BIDDING; PROVIDING FOR SEVERABILITY, CONFLICTS AND EFFECTIVE DATE (SECOND READING)

13. DISCUSS/TAKE ACTION ON ORDINANCE NO. 1189, AN ORDINANCE OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY, FLORIDA, AMENDING THE PENSION PLAN FOR GENERAL EMPLOYEES OF THE CITY OF SATELLITE BEACH; AMENDING PART I, CHAPTER 46, ARTICLE II, SECTION 46-36, “ADMINISTRATION”; PROVIDING FOR SEVERABILITY CLAUSE; PROVIDING AN EFFECTIVE DATE; AND PROVIDING FOR CODIFICATION (SECOND READING)

14. BOARD APPOINTMENTS

15. AGENDA ITEMS FOR NEXT REGULAR COUNCIL MEETING

How to Access the City Council Meeting online:

• To watch the meeting: City Council meetings are livestreamed on the City’s website and available after the meeting. Please visit the Meeting Videos page on www.satellitebeach.org to view new and archived meetings. City Council meetings will also be available to be viewed on Facebook Live on the City of Satellite Beach City Manager Facebook page.

• To join the meeting from your computer, tablet or smartphone, in order to have theability to make a comment, click the following link: https://us02web.zoom.us/j/89612397240 o To make a comment during citizens comments or in response to an item, please click

“raise hand” to alert the Clerk that you would like to speak OR use the chat function to type in comments to be read into the public record during the appropriate time during the meeting. To send comments prior to the meeting to be distributed to the City Council, please send an email to cityclerk@satellitebeach.org prior to 3:00 p.m. on July 15, 2020.

• To join the meeting by telephone: Dial (929) 205-6099; Webinar ID: 896 1239 7240

Pursuant to Section 286-0105, FSS, if an individual decides to appeal any decision made by the City Council with respect to any matter considered at this meeting, a verbatim transcript of the proceedings may be required and the individual my need to ensure that a verbatim transcript of the proceedings is made. In accordance with the Americans with Disabilities Act and Section 286.26, FSS. Persons with disabilities needing special accommodation to participate in this meeting should contact the City Clerk’s office at (321)773-4407.

• * • * . . . (I) :v . ..•.. ·t.t,re~~

CITY COUNCIL AGENDA ITEM #4 PRESENTATION BY NASA DEVELOP TEAM ON ROOFTOP SOLAR TOOL FOR SATELLITE BEACH

To: Mayor and City Council Members

From: Courtney Barker, City Manager

Meeting Date: 8/05/2020

Department: Support Services

Recommended Action: A presentation by contracted NASA DEVELOP Team on project investigating potential rooftop solar energy in the City of Satellite Beach.

Summary: In Spring 2020, a Satellite Beach Sustainability board member identified the NASA DEVELOP program as a resource to assist staff in completing Council’s resolution to 100% clean energy by 2050. The NASA DEVELOP program addresses environmental and public policy issues through interdisciplinary research projects that apply the lens of NASA Earth observations to community concerns around the globe. A team of students worked tirelessly for 10 weeks to create a usable tool and story map meant to educate and assist our citizens and staff on the potential for rooftop solar production within city limits. A short presentation and demonstration will be provided by the team to showcase the process used to create the tool as well as how it benefits our community.

Budget Impacts: No Budget Impacts

Attachments: • NASA Develop Partner Flyer • NASA Develop National Program 2020 Summer Project Proposal

•

Can NASA Satellite Data Help Your Organization?

Introduction to NASA Earth observation capabilities

Enhanced decision support tools

New methods to augment current practices

with NASA’s Applied Sciences’ Capacity Building

DEVELOP National Program

National Aeronautics and Space Administration

DEVELOP YOUR DECISION

What is DEVELOP? DEVELOP addresses environmental and public policy issues through interdisciplinary research projects that apply the lens of NASA Earth observations to community concerns around the globe. Bridging the gap between NASA Earth Science and society, DEVELOP builds capacity in both participants and partner organizations to better prepare them to address the challenges that face our society and future generations.

Teams of DEVELOP participants partner with decision makers to conduct rapid feasibility projects that highlight relevant applications of Earth observing missions, cultivate advanced skills, and increase understanding of NASA Earth science data and technology.

DEVELOP conducts feasibility projects that utilize NASA satellite and airborne

About Projects

observations in customized applications to demonstrate to decision makers the utility of remote-sensing data. These projects are focused on application areas including:

Health & Air Quality

Transportation & Infrastructure

Water Disasters EnergyResources

Urban Ecological Agriculture & Development Forecasting Food Security

Why Partner with DEVELOP? Build your organization’s capacity to utilize NASA Earth science data and expand the tools and resources available when making decisions. DEVELOP teams conduct feasibility projects that identify methods, prepare and analyze preliminary results, and create a set of deliverables (technical paper, poster, presentation, video). The team then provides these deliverables to the partner organization at the culmination of the project. Following the project hand-off, partner organizations are empowered to self-sustainably use Earth observation data through the methods identified by DEVELOP. This may decrease data collection costs, streamline decision making, and fill in data gaps.

Have Questions? Please contact us with any questions about the program at NASA-DL-DEVELOP@mail.nasa.gov.

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-

- - - -

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DEVELOP SCIENCE SERVING SOCIETY Project ExamplePuget Sound Water Resources

Space is one of the best vantage points from which to study Earth. NASA satellites and airborne missions are continually

collecting information about Earth’s ocean, atmosphere, and land surfaces. This Earth observa tion imagery can be applied

to environmental issues and provide decision

makers with new information to enhance their

response.

What are NASA Earth Observations?

Eutrophication and harmful algal blooms have become more prevalent in the Puget Sound since 2000, negatively impacting water quality and wildlife. Partnering with the Pacific States Marine Fisheries Commission Habitat Program, this project identified the most accurate methods for using

Chlorophyll Concentration (ug/L)

High

Low

Project Process Partner &

DEVELOP discuss potential project & draft a proposal

based on Partner needs

NASA reviews and

selects proposals

DEVELOP team conducts project with

Partner input and feedback throughout the course of the 10-week

term

Partner utilizes results &

methods in decision-making

process

DEVELOP hands off project

results and methods

to Partner

satellite imagery to monitor water quality in the Puget Sound. The products developed help to determine areas at a higher risk of HAB events and further inform local decision-making practices and management of water resources.

“Pacific States Marine Fisheries Commission has not used remote sensing data from satellites in their work. This project has opened up a window into the potential power and utility of these datasets for monitoring. Such tools could potentially help us fill existing data gaps where on the ground monitoring data is lacking and better understand temporal and spatial patterns in water quality.”

- - - Fran Recht, Pacific States Marine Fisheries Commission Habitat Program

How to Engage DEVELOP collaborates with a wide variety of organizations (state and local governments, NGOs, federal agencies, international organizations, etc.) to conduct rapid feasibility projects focused on applying NASA Earth observations to environmental decision making processes. DEVELOP is built on strong projects that stem from robust partnerships. The program seeks engaged partners who value scientific collaboration, and most importantly, regular communication during the short 10 week term.

Any organization interested in partnering with DEVELOP can contact the National Program Office and discuss potential project ideas by completing a project request form and submitting it through email. The form can be found online at https://develop.larc. nasa.gov/projects.php

www.nasa.gov More About DEVELOP - DEVELOP.larc.nasa.gov NP 2019 06 041 LaRC

NASA DEVELOP National Program 2020 Summer Project Proposal

Arizona – Tempe Satellite Beach – Energy Restructuring the Energy Balance in Satellite Beach, Florida, by Quantifying Solar Energy Production Potential using NASA POWER Data Products and LiDAR

Project Overview Project Synopsis: The City of Satellite Beach, Florida, Florida Power and Light power utility, and the City of Orlando, Florida, propose to partner with NASA DEVELOP’s Tempe summer 2020 team in an effort to quantify key parameters associated with Satellite Beach’s effort to efficiently convert to clean energy, mostly from solar, by 2050. The DEVELOP team will use NASA POWER solar data and a digital surface model to analyze the rooftop solar energy potential for each building in the City as a basis for making policy decisions concerning implementation of rooftop photovoltaics. These energy potentials will be associated with each building’s address and average energy usage in a spreadsheet for targeted outreach strategies. Land surface temperature and greenness maps will be made using Landsat 8 OLI/TIRS and VIIRS observations, in order to better understand urban heat stress leading to higher energy demands for air conditioning. Solar panel installation and cooling initiative priority decisions will be informed through the developed tool, which will be updated as conditions and questions change.

Community Concern: In 2019 Satellite Beach adopted a resolution stating that “It is the goal and policy of the Satellite Beach City Council, in cooperation with other local governments, private organizations, and individuals, for 100% of all electricity consumed in the City of Satellite Beach to come from renewable energy resources and associated technologies by the year 2050.” Wind is not a viable source of clean energy in this part of Florida, since urban communities on the barrier island lack open space on which to install wind turbines. In addition, National Renewable Energy Laboratory wind maps at 30 and 80 meter heights indicate land-based wind is, at best, marginally viable. Additionally, no ocean-based capabilities appear to be viable in the near future. The City of Satellite Beach must now figure out how best to proceed with adopting solar energy technology in order to maximize efficiency and meet their goal of 100% clean energy.

Source of Project Idea: This project was directly requested by the partners via the project request form on the NASA DEVELOP website. Media coverage of the Ohio Energy project at the Tempe node from the summer 2019 term inspired the partners to propose a similar project for their city. Communication between Amanda Clayton from DEVELOP’s National Program Office and the City Staff as well as Volunteer Board Member and resident, John Fergus, PhD, aided in confirming engagement with NASA DEVELOP as a possible addition to the City’s clean energy project.

National Application Area(s) Addressed: Energy Study Location: Satellite Beach, FL Study Period: 1981 – 2017

Advisor: Dr. David Hondula (Arizona State University), Dr. Paul Stackhouse (NASA Langley Research Center)

Partner Overview Partner Organization:

Organization POC (Name, Position/Title) Partner Type

Boundary Org?

City of Satellite Beach, FL Courtney Barker, City Manager; Alexis Miller, Project Manager

End User No

City of Orlando, FL Ian Lahiff, Energy Project Manager, Facilities Division

Collaborator Yes

Florida Power and Light (FPL)

Have not yet identified the proper individual

Collaborator Yes

End User Overview End User’s Current Decision-Making Process: The City has used Google’s online Project Sunroof and the National Renewable Energy Laboratory's online PVWatts tools to estimate the amount of electricity that rooftop photovoltaic (PV) panels could provide towards the City’s power needs on an annual basis. That answer appears to be about 180% of what the community now uses, however the parameters that went into this estimate are unclear and the city believes the estimate to be unreliable. In 2020 City staff and a Sustainability Board member met with representatives of Florida Power and Light (FPL, the local electric power utility) and the City of Orlando’s Fleet and Facilities Division Manager (who has taken a lead role in that city’s extensive sustainability efforts) to open a dialogue regarding cooperative efforts towards reaching Satellite Beach’s 100% clean energy goal. They concluded additional analysis is needed regarding PV potential and the geographic/temporal distribution of this potential.

End User’s Capacity to Use NASA Earth Observations: City of Satellite Beach, FL – Two members of the Satellite Beach staff have training and familiarity

with ESRI's GIS processing software, for which the City has a license. In 2010 the City determined its vulnerability to sea level rise based on airborne LiDAR data converted to a digital elevation model file. Over the following decade the results were ground-truthed and used for multiple adaptation efforts.

City of Orlando, FL – Mr. Dunn, Orlando's Fleet and Facilities Division Manager, spent 23 years working at Kennedy Space Center in various capacities and has intimate knowledge of NASA data management.

Collaborator & Boundary Organization Overview Collaborator Support: City of Orlando, FL – In 2007 Orlando launched its Green Works initiative to transform the

community into one of the most environmentally-friendly communities in the nation. Since then the city has achieved more than $1 million in annual energy savings. The city is installing rooftop PV on ten city buildings each year and converting their vehicle fleet to clean energy. Orlando will provide expertise from the successes of their ongoing solar and green energy projects and Mr. Dunn’s involvement with NASA data utilization.

Florida Power and Light – FPL is the local power utility which is in the process of installing 30 million solar panels by 2030 in large solar farms, and integrating them to meet 20% of their energy generation demand. FPL also possesses local information of current energy usage in the City. It is in the earliest stages of working with the city to develop an energy system with generation and distribution capabilities that can cope with a variable energy input rate from clean energy sources. They will also provide data on total annual community electricity demand and annual utility tax receipts by street address, the latter as a proxy for individual customer's energy usage.

Dissemination by Boundary Organizations: City of Orlando, FL – Orlando is the largest city in Central Florida, with a population over 280,000

and budget exceeding $1 billion. The Fleet and Facilities Division anticipates using the tool developed by this project to quantify potential available rooftop solar electric generating capability for the buildings owned and managed by the City government. The tool will also be made available to Orlando's Sustainability Directorate, responsible for Green Works sustainability initiatives throughout the Orlando community, where the tool can assist with public outreach involving rooftop solar installations.

Florida Power and Light – FPL is the largest energy company in the U.S., serving more than 5 million accounts around Florida. They will use the tool and the data developed in this project, in collaboration with Satellite Beach, to advance the implementation of solar energy in the City as a testbed/model for other parts of Florida.

Project Communication & Transition Overview In-Term Communication Plan: The NASA DEVELOP project team will meet with the partners weekly over video chat. There will also be ongoing communication via email. The main POC will be the Project Lead once the Fellow has introduced the team to the partners.

Transition Plan: A handoff will be conducted virtually in the last week of the term via Google Hangouts or Zoom. All processed data products and end products will be sent to the partners by email or NASA Large File Transfer. The reusable tool and tutorial will be released to the partner and collaborator after software release. The products will be in the form of spreadsheets of potential solar energy estimates by street address and a geodatabase of maps for annual and seasonal energy generation potential by roof segment and building.

Earth Observations Overview Earth Observations: Platform & Sensor Parameter(s) Use

NASA POWER Local optimal solar panel tilt angle, solar irradiance, and albedo

The solar data will determine the viability of different roof angles and give an estimation of the solar irradiance experienced by PV panels at different tilts. Additional albedo data could be used for further informing cooling initiatives.

Landsat 8 OLI NDVI & LST The NDVI and LST will be additional informative layers for outreach purposes but not integrated into the tool.

Landsat 8 TIRS LST LST will be an additional informative layer for outreach purposes but not integrated into the tool.

VIIRS LST day/night

VIIRS will provide LST measurements for evaluating heat retention between daytime and nighttime at a lower resolution than Landsat 8 derived LST.

Ancillary Datasets:

• National Oceanic and Atmospheric Administration (NOAA) 2017 USACE FEMA Topobathy Lidar: Florida East Coast, Florida Keys, and Collier County (Post Hurricane Irma) – digital surface model development for slope and aspect analysis of the rooftop viability for PV panels with 1 meter resolution LiDAR

• Satellite Beach LiDAR derived Digital Surface Model (DSM) – slope and aspect analysis of the rooftop viability for PV panels

• Satellite Beach Building Footprint Shapefile by street address – extraction of LiDAR data by building • Brevard County Roof Material Spreadsheet – For adjustments to emissivity calculations for

improving the LST Maps, and for inclusion in the Spreadsheet of Solar Potential • City Gas annual utility tax receipt by street address – proxy for natural gas usage • State of Florida annual motor fuel tax receipts within the City – estimation of the increase in energy

demand if/when battery electric vehicles become the predominate private mode of transportation (i.e., would local rooftop PV also be adequate to meet this potential increase in electric demand)

• Florida Power and Light total aggregate annual electricity demand for the entire City – for comparing current demand to solar energy generation potential

• Florida Power and Light annual utility tax receipts by street address – proxy for current energy usage by individual properties

Software & Scripting: • Esri ArcGIS – Data processing, geodatabase creation, map creation, and spreadsheet development • Python – Geographic data processing • R – Mathematical data processing

Decision Support Tool & End Product Overview End Products:

End Product Partner Use Datasets & Analyses Software Release

Category

Spreadsheet of Solar Potential by Street Address

The partners will use this information for organized targeted outreach to owners of building with high solar potential and for easily searching results for individual addresses. Using this spreadsheet the roof segments can be grouped by cardinal direction, address, or other parameters, and organized by total potential energy generation, efficiency by area, or difference between potential energy and current consumption.

This will be developed using the NASA POWER irradiance on a tilted surface dataset, LiDAR DSM (for slope and aspect analysis), and the building footprints (for raster clipping) tagged by address and current energy demand data. Analysis with raster calculations for annual and seasonal solar energy potential, as well as energy generation efficiency by surface area will be performed and included in the spreadsheet.

N/A

Geodatabase of Solar Potential Maps by Roof

These maps will quickly show which roof segments would be ideal for PV panel installation

This will be developed using the NASA POWER irradiance on a tilted surface

N/A

Segment and by on each building and which dataset, LiDAR derived Building buildings could potentially DSM (for slope and aspect

produce the most energy. This analysis of each roof will aid in informed outreach segment), and the building targeting to building owners. footprints (for raster

clipping).

Reusable Code for Regional Scale Solar Potential Analysis

Will allow partners to perform the analysis again if a significantly more up to date DSM becomes available. This is the code that could be shared with other regions interested in utilizing solar energy by the Boundary Organization.

This script will be written in Python and R and will output all the other end products. It will utilize information from the NASA POWER irradiance on a tilted surface dataset, a DSM, and a building footprints shapefile with energy demand and address data.

III

StoryMap

This will be used for community outreach of the results to potential PV panel consumers in Satellite Beach, FL.

This will use images from the maps in the geodatabase.

N/A

Land Surface Temperature (LST) Maps

This will be an informative map about urban heat for the Satellite Beach partners, which they may use as part of their outreach strategy.

Landsat 8 OLI/TIRS will be used to calculate LST. ECOSTRESS may be used for large scale daytime verses nighttime temperature difference maps.

N/A

Normalized Difference Vegetation Index (NDVI) Map

This will be an informative map about urban greenness for the Satellite Beach partners, which they may use as part of their outreach strategy.

Landsat 8 OLI/TIRS will be used to calculate NDVI. N/A

End User Benefit: Solar energy potential estimates by building, with knowledge about the assumptions that went into those calculations, will provide invaluable information for decision making as the City transitions to 100% clean energy. They will allow the City to target building owners with the most potential for generating solar that meets individual and overall energy demands. The City and FPL with have reliable data on which to base policy decisions involving locally generated solar energy in meeting energy demands. The reusable tool will allow FPL, Orlando, and other interested organizations to perform the analysis in other communities. The LST and NDVI maps will identify areas with higher urban heat effects, informing cooling initiatives to reduce air conditioning energy demands.

Project Timeline & Previous Related Work Project Timeline: 1 Term: 2020 Summer

Related DEVELOP Work: 2019 Summer (AZ) – Ohio Energy: Restructuring the Energy Balance in Ohio by Quantifying

Energy Loss and Solar Potential Using NASA Earth Observations and LiDAR 2019 Summer (JPL) – Douglas County Energy: Identifying Areas with High Solar Power Potential in

Kansas via NASA Earth Observations and LiDAR 2019 Summer (AZ) - Ashville Urban Development: Using NASA Earth Observations to Quantify

the Impact of Urban Tree Canopy Cover on Urban Heat and Identify Community Vulnerability in Asheville, North Carolina

2020 Spring (AZ) – Philadelphia Health & Air Quality: Assessing Land Surface Temperature and Compounding Vulnerability Factors to Identify High Priority Areas for Cooling Initiatives in Philadelphia, Pennsylvania

Notes & References: Notes:

• The current Fellow/Lead at the AZ node (Crystal Wespestad) was a participant on the 2019 Summer Ohio Energy project, and is familiar with the technical processing issues discovered by that team and its partners, which will need to be overcome in this project.

• In 2017 the U.S. Department of Energy's SunShot Initiative designated the City as one of the 22 municipalities in the first set of "SolSmart" municipalities in the United States selected "for making it faster, easier, and cheaper to go solar." http://www.satellitebeach.org/residents_visitors/solar.php

• Green Works Orlando history and accomplishments: http://www.cityoforlando.net/greenworks/about/

• NASA Prediction of Worldwide Energy Resources (POWER) dataset: https://power.larc.nasa.gov/data-access-viewer/

• Project Sunroof by Google that is currently being used by partners for solar potential estimations https://www.google.com/get/sunroof

• PVWatts Calculator alternative tool for calculating solar potential on building at a time by address https://pvwatts.nrel.gov/

• Office of Energy Efficiency & Renewable Energy, U.S. Annual Average Wind Speed at 30 Meters, https://windexchange.energy.gov/maps-data/325

• Office of Energy Efficiency & Renewable Energy, Florida 80-Meter Wind Resource Map, https://windexchange.energy.gov/maps-data/24

• Florida Public Service Commission, November 2017, Review of the 2017 Ten-Year Site Plans of Florida Electric Utilities, http://www.floridapsc.com/Files/PDF/Utilities/Electricgas/TenYearSitePlans/2017/Review.pdf

References: Boz, M. B., Calvert, K., & Brownson, J. R. S. (2015). An automated model for rooftop PV systems

assessment in ArcGIS using LIDAR. AIMS Energy 2015, 3(3), 401-420. https://doi.org/10.3934/energy.2015.3.401

Lukač, N., Žlaus, D., Seme, S., Žalik, B., & Štumberger, G. (2013). Rating of roofs’ surfaces regarding their solar potential and suitability for PV systems, based on LiDAR data. Applied Energy, 102, 803-812. https://doi.org/10.1016/j.apenergy.2012.08.042

NASA Langley Research Center (LaRC) (2018). NASA Langley Research Center (LaRC) POWER Project funded through the NASA Earth Science/Applied Science Program [Data set]. https://power.larc.nasa.gov/data-access-viewer/

Stackhouse, P. W., Taiping, Z., Westberg, D., Barnett, A. J., Bristow, T., Macpherson, B., & Hoell, J. M. (2018). POWER release 8.0.1 (with GIS applications) methodology. https://power.larc.nasa.gov/documents/POWER_Data_v9_methodology.pdf

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lt1re CITY MANAGER’S REPORT #8

To: Mayor and City Council Members

From: Courtney Barker, City Manager

Meeting Date: 08/05/2020

The Track and Field portion of the AAU Junior Olympics will begin on August 5th at Satellite High School. The organizers will have “packet pick-ups” starting the day before at the Satellite Beach United Methodist community room.

Informational Items:

1. I received a letter from the Florida League of Cities that they are honoring Mayor Frank Catino and Vice Mayor Mark Brimer with the Mayor John Land Years of Service award for 20 years of service to the City (see attachment).

2. The Florida Resilient Coastlines Program has awarded Satellite Beach Assess Vulnerability and Storm Surge to Develop Adaptation Plans Phase 1 in the amount of $60,000.00 (see attachment).

3. The School Board approved the Jackson Avenue Agreement to transfer some additional rights-of-way along Jackson Avenue to the City for the purposes of infrastructure and stormwater improvements.

Action Items:

1. None at this time.

LC FLORIDA LEAGUE OF CITIES

July 22, 2020

The Honorable Mark Brimer Vice Mayor, City of Satellite Beach 565 Cassia Blvd Satellite Beach, FL 3 293 7-3116

Dear Vice Mayor Brimer:

On behalf of the Florida League of Cities, I want to congratulate you on earning a Mayor John Land Years of Service award for twenty years of service to the City of Satellite Beach. You should be very proud of this honor.

As municipal government is the government closest to the people, city officials lead on the front lines, regularly going above and beyond to serve their community. We thank you for your long tenure of public service. I want to especially commend you for leading your city during the COVID-19 pandemic. These difficult times are creating new challenges that local officials are meeting head-on.

As a Mayor John Land Years of Service Award recipient, you will be mailed a resolution and lapel pin to recognize your years of service. In past years, the Florida League of Cities has presented the resolution locally; however, due to the coronavirus, we are unable to make an in-person presentation.

If you have any questions or need additional information, please contact Eryn Russell at erussell@flcities.com or 850.222.9684.

Again, my congratulations on your many years of public service!

Sincerely,

Isaac Salver President, Florida League of Cities Councilmember, Town of Bay Harbor Islands

CC: Gwen Peirce

301 S. Bronough Street, Suite 300 Phone: (850) 222-9684 a flcities.comL • VTallahassee, Florida 32301 Fax: (850) 222-3806

ES P.O. Box 1757NG Tallahassee, Florida 32302-1757

L CES

LC FLORIDA LEAGUE OF CITIES

Jilly 22, 2020

The Honorable Frank Catino Mayor, City of Satellite Beach 565 Cassia Blvd Satellite Beach, FL 32937-3116

Dear Mayor Catino:

On behalf of the Florida League of Cities, I want to congratulate you on earning a Mayor John Land Years of Service award for twenty years of service to the City of Satellite Beach. You should be very proud of this honor.

As municipal government is the government closest to the people, city officials lead on the front lines, regularly going above and beyond to serve their community. We thank you for your long tenure of public service. I want to especially commend you for leading your city during the COVID-19 pandemic. These difficult times are creating new challenges that local officials are meeting head-on.

As a Mayor John Land Years of Service Award recipient, you will be mailed a resolution and lapel pin to recognize your years of service. In past years, the Florida League of Cities has presented the resolution locally; however, due to the coronavirus, we are unable to make an in-person presentation.

If you have any questions or need additional information, please contact Eryn Russell at erussell@ficities.com or 850.222.9684.

Again, my congratulations on your many years of public service!

Sincerely,

Isaac Salver President, Florida League of Cities Councilmember, Town of Bay Harbor Islands

CC: Gwen Peirce

301 S. Bronough Street, Suite 300 Phone: (850) 222-9684 a flcities .com C Tallahassee, Florida 32301 Fax: (850) 222-3806 VOICES P.O. Box 1757 Tallahassee, Florida 32302-1757ING

L CES

From: Baratta, Angel To: aaskew@coab.us; ABraithwaite@myOldsmar.com; ada.clark@ecrc.org; ahollister@cityofnorthport.com; amengel@flaglercounty.org; amy.eason@aecom.com;

APainter@myOldsmar.com; asobczak@ircgov.com; b.hoog@cityofcapecanaveral.org; bartusj@ci.marathon.fl.us; bburton@pinellascounty.org; Berta.Rufat@miamidade.gov; billk@coj.net; blemke@planningsolutionscorp.com; BlissPatricia@codb.us; Boan-Tina@MonroeCounty-Fl.Gov; btredik@cityofsab.org; BurkettCurtis@CODB.US; bwestlake@venicegov.com; Catherine.Hayes@tampagov.net; Courtney Barker; ccannon@cityofpensacola.com; cfo@nbfl.us; ChisholmJames@codb.us; ChisholmJames@codb.us; city.manager@mlbfl.org; Cityoftampagrants@tampagov.net; cm@nbfl.us; colinmoore@nbfl.us; cosa@citystaug.com; d.dickey@cityofcapecanaveral.org; dbartle@coab.us; dborrero@sjcfl.us; dlove@northmiamifl.gov; EckrothNatalia@codb.us; elopez@Hallandalebeachfl.gov; evansk@oakhillfl.com; Frank Catino; FrancisS@Stlucieclerk.com; Frank.Abbate@brevardfl.gov; gadair@volusia.org; garrettg@ci.marathon.fl.us; Gastesi-Roman@MonroeCounty-Fl.Gov; gchavarria@Hallandalebeachfl.go; gchavarria@Hallandalebeachfl.gov; grants@planningsolutionscorp.com; griffina@stlucieco.org; gyoung@naplesgov.com; Ivya.valdes@tampagov.net; j.deleo@cityofcapecanaveral.org; Jack.Osterholt@miamidade.gov; Jackie.Thompson@brevardfl.gov; James.Murley@miamidade.gov; jbeach@citystaug.com; jbrewer@sjcfl.us; jbrower@flaglercounty.org; jbrown@ircgov.com; jdagostino@lakeparkflorida.gov; JDauphinais@myOldsmar.com; jeff.towne@mlbfl.org; Jeffrey.Ball@brevardfl.gov; jholic@venicegov.com; jjohnson@keyscpa.com; jlopez@bermelloajamil.com; Jorge.Vazquez@miamidade.gov; jphillips@taylorengineering.com; kebding@volusia.org; kgoodman@ibts.org; kgriffin@cityofparker.com; klocke@volusia.org; ksusan@coj.net; kvizandiou@pinellascounty.org; kweeden@venicegov.com; kwilkins@cityofpensacola.com; lcariseo@lakeparkflorida.gov; LloydNichole@codb.us; lsenne@venicegov.com; lspring@northmiamifl.gov; maria.basset@islamorada.fl.us; mark.thompson@tampagov.net; maugustin@northmiamifl.gov; mayorbill@naplesgov.com; mroyle@cityofsab.org; mwanchick@sjcfl.us; ngalehouse@cityofnorthport.com; Nicole.Knapp@mymanatee.org; nsandoval@Hallandalebeachfl.gov; pdouylliez@cityofsab.org; peter.frezza@islamorada.fl.us; piercejones@ufl.edu; plear@cityofnorthport.com; pmalice@coj.net; PonitzShannon@CODB.US; raul.mercado@wrmaeng.com; rbarker@cityofpensacola.com; RCone@clerk.indian-river.org; rdaniels@madeirabeachfl.gov; rebecca.thibert@mlbfl.org; renee.isrel@mymanatee.org; richmusgrave@cityofparker.com; rkcombs@cityofparker.com; Roberts-Michael@MonroeCounty-Fl.Gov; rscherle@lakeparkflorida.gov; sambadi@pinellascounty.org; scorbin@coab.us; seth.lawless@islamorada.fl.us; sheilaf@santarosa.fl.gov; ShelleyA@santarosa.fl.gov; smolloy@naplesgov.com; steve.jonsson@mymanatee.org; tara@ecfrpc.org; theitmann@naplesgov.com; Tiptonh@stlucieco.org; wpierce@madeirabeachfl.gov

Cc: Baratta, Angel; ThurstonChavez, Karen Subject: FRCP FY 20/21 Grant Award Announcement Date: Wednesday, July 22, 2020 4:53:06 PM

Greetings,

The Florida Resilient Coastlines Program had a wonderful response to the call for FY 20-21 grant applications with 40 applications received. Please join us in congratulating the following applicants who will be receiving a grant award for the FY 20/21, in alphabetical order.

Award # Grantee's Name Project Title Amount Requested RPG or RIG R2112 Brevard County BOCC Planning for Resilience $70,000.00 RPG R2137 City of Atlantic Beach Adaptation Planning $40,000.00 RPG

R2119 City of Cape Canaveral Incorporating Resilience in Cape Canaveral's Comprehensive Plan

$65,000.00 RPG

R2120 City of Daytona Beach Coastal Resiliency Planning $75,000.00 RPG

R2131 City of Hallandale Beach Stormwater Management System - Infrastructure Adaptation Plan

$75,000.00 RPG

R2101 City of Jacksonville Adaptation Action Area Public Engagement Workshops for Continued Resiliency Planning

$60,000.00 RPG

R2107 City of Madeira Beach Community Resilience Planning $66,000.00 RPG R2113 City of Marathon Resilient Marathon Phase 2 $75,000.00 RPG R2138 City of Melbourne Coastal Resiliency Plan $75,000.00 RPG R2118 City of Naples Stormwater Management System $75,000.00 RPG R2106 City of Neptune Beach Community Resilience Planning $66,000.00 RPG

R2132 City of North Miami Vulnerability Assessment and Resiliency Adaptation Action Plan

$75,000.00 RPG

R2126 City of Oak Hill Comprehensive Plan Update $25,000.00 RPG R2134 City of Oldsmar Resiliency Plan Phase 2 $75,000.00 RPG R2141 City of Parker Martin Lake Estuary Resiliency Assessment $75,000.00 RPG R2116 City of Pensacola Resilient Coastlines Program $75,000.00 RPG

R2142 City of Satellite Beach East Central Florida Regional Resiliency Collaborative Development

$60,000.00 RPG

R2130 City of St. Augustine Assess Vulnerability of OSTDS to SLR and Storm Surge to Develop Adaptation Plans Phase 1

$75,000.00 RPG

R2115 City of St. Augustine Beach Vulnerability Assessment $72,500.00 RPG R2129 City of Tampa Land Regulatory Response to Sea Level Rise $75,000.00 RPG R2109 City of Venice Resilience Plan $75,000.00 RPG R2124 County of Volusia Resilient Volusia Phase 2 - Adaptation Action Areas $75,000.00 RPG R2139 Flagler County BOCC County-wide Approach to Resilience Planning $50,000.00 RPG R2114 Indian River County BOCC Vulnerability Assessment $75,000.00 RPG

R2125 Manatee County Government

Improving Social Resilience in Manatee County $70,000.00 RPG

R2128 Miami-Dade County Building Neighborhood Resilience: Adaptation Action Area for Little River

$75,000.00 RPG

R2111 Monroe County BOCC Resilient Coastlines Program $75,000.00 RPG

R2136 Pinellas County BOCC Comprehensive Plan Evaluation and Post-Disaster Redevelopment Plan Update

$75,000.00 RPG

R2117 Santa Rosa County BOCC Floridatown Coastal Resiliency Project Phase 2 $75,000.00 RIG R2104 St. John's County BOCC Community Resilience Planning $70,000.00 RPG R2133 St. Lucie County BOCC Vulnerability Study Phase 1 $75,000.00 RPG R2110 Town of Lake Park Coastal Vulnerability, Risk & Adaptation Analysis $75,000.00 RPG

R2103 Town of North Port Resilient Coastal Program $25,000.00 RPG

Total $2,239,500.00

All awarded grantees for the FY 2020-2021 will be receiving an Agreement to review and execute in the coming days for electronic execution via email.

If your application was not selected to be funded for this fiscal year, FRCP encourages you to apply for future funding opportunities as they become available. Please be sure to check out the FRCP website for future funding opportunities and a full listing of all grants awarded through FRCP. You can also participate in the Coastal Resilience Forum, a webinar held on a quarterly basis, to stay informed about this and other funding opportunities. Please email Whitney.Gray@floridadep.gov to be added to the quarterly Forum invitation listing.

Sincerely, Office of Resilience and Coastal Protection Florida Department of Environmental Protection 3900 Commonwealth Blvd., MS235 Tallahassee, FL 32399 Phone: 850-245-2094 Email: Resilience@FloridaDEP.gov

08/05/2020 #9A

CITY COUNCIL REGULAR MEETING MINUTES

JULY 15, 2020

Pursuant to public notice, Mayor Frank Catino convened a regular meeting of the City Council on Wednesday, July 15, 2020, at 7:00 p.m., in the Council Chamber. Those present were Mayor Frank Catino, Vice Mayor Mindy Gibson, Councilman Mark Brimer, Councilman Dominick Montanaro, Councilwoman Jodi Rozycki, City Manager Courtney Barker, City Attorney James Beadle, and City Clerk Gwen Peirce.

Councilman Brimer led the Pledge of Allegiance and a moment of silence.

(TIME: 7:01 P.M.) CITIZEN COMMENTS

David Vigliotti, City resident, announced that he is running for City Council.

Devon Vann, City resident (via Zoom), requested that the City Council cancel the AAU Junior Olympics Event that is scheduled to occur at Satellite High School.

(TIME: 7:07 P.M.) CITY COUNCIL COMMENTS

Vice Chair Gibson spoke regarding her attendance at a recent East Central Florida Regional Planning Council Zoom meeting.

Councilman Montanaro spoke regarding his attendance at a Space Coast League of Cities virtual Board Meeting. He spoke regarding positive comments he has received regarding the face mask mandate that was approved by Council.

Mayor Catino spoke regarding feedback, mostly positive, that he has received regarding the face mask mandate that was approved by Council.

(TIME: 7:10 P.M.) CITY ATTORNEY REPORT

None.

(TIME: 7:10 P.M.) CITY MANAGER REPORT

City Manager Barker announced that Summer Camps are continuing although there have been some program cancellations due to lack of registrations.

ACTION ITEM: Apply for NEP Coastal Watersheds Program Grant, which requires a match. She requested that Council authorize sending a letter of intent for this grant. She provided a brief explanation of the technology that will be utilized.

Mayor Catino asked for citizen comments; there were no comments.

ACTION: Councilman Montanaro MOVED; SECOND by Vice Mayor Gibson to send letter of intent for NEP Coastal Watersheds Grant Program. VOTE: ALL YES. MOTION CARRIED.

CITY COUNCIL PAGE 2 MEETING MINUTES JULY 15, 2020

Police Chief Jeff Pearson provided an update on enforcement of the mask mandate. Discussion ensued regarding requesting the businesses to help with enforcement.

City Manager Barker provided an update on the AAU Junior Olympics that will be held at Satellite High School. She stated that Satellite High School would like to charge for parking and donate the proceeds to the School’s sports program. Discussion ensued regarding parking and safety measures that will be necessary in order to ensure public health and safety.

Mayor Catino asked for citizen comments; there were no comments.

ACTION: Vice Mayor Gibson MOVED, SECOND by Councilwoman Rozycki, to approve the ability for SHS to charge for parking and donate that money to the School’s sports program. VOTE: ALL YES. MOTION CARRIED.

City Manager Barker announced that the City, in addition to City Indian Harbour Beach, received a one Million dollar State Appropriation with for the muck dredging project. She stated that she received a thank you email for several Police Officers for their exceptional service. She stated that the Police Department received $1000 from the Edward Byrne Memorial Justice Assistance Grant Program.

City Manager Barker spoke regarding her performance evaluations and stated that the average score was 147.2/150. Mayor Catino stated that this year is the year that the City Manager’s salary is reviewed for an increase.

The following City resident spoke regarding this item: David Vigliotti.

ACTION: Councilman Brimer MOVED, SECOND by Councilman Montanaro, to approve a 5% increase to the City Manager’s salary, retroactive to the City Manager’s Anniversary Date, if possible. VOTE: ALL YES. MOTION CARRIED.

(TIME: 7:45 P.M.) CONSENT AGENDA

A. ADOPTION OF MINUTES: JUNE 17, 2020, REGULAR MEETING JUNE 29, 2020, SPECIAL MEETING JULY 6, 2020, SPECIAL MEETING

B. APPROVAL OF THE SCHOOL RESOURCE OFFICER CONTRACT RENEWAL

Mayor Catino asked for citizen comments; there were no comments.

ACTION: Councilman Brimer MOVED, SECOND by Vice Mayor Gibson, to approve the Consent Agenda as presented. VOTE: ALL YES. MOTION CARRIED.

CITY COUNCIL PAGE 3 MEETING MINUTES JULY 15, 2020

(TIME: 7:46 P.M.) DISCUSS/TAKE ACTION ON RESOLUTION NO. 1027, A RESOLUTION OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY, FLORIDA, REQUESTING THE FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT) TO PROHIBIT THE OPERATION OF LOW SPEED VEHICLES (LSV’S) ON SRA1A

City Attorney Beadle read the title of the resolution. Police Chief Pearson presented background information on the item.

Mayor Catino asked for citizen comments; there were no comments.

ACTION: Councilman Montanaro, MOVED, SECOND by Vice Mayor Gibson, to adopt Resolution No. 1027. VOTE: ALL YES. MOTION CARRIED.

(TIME: 7:51 P.M.) DISCUSS/TAKE ACTION ON ORDINANCE NO. 1188, AN ORDINANCE OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY, FLORIDA, AMENDING SECTION 2-226 (COMPETITIVE BIDDING; PUBLICATION OF NOTICE)AND SECTION 2-229 (WAIVER OF BIDDING REQUIREMENTS) OF THE SATELLITEBEACH CITY CODE INCREASING THRESHOLD AMOUNTS REQUIRING COMPETITIVE BIDDING AND INCREASING AMOUNTS ALLOWING WAIVER OF COMPETITIVE BIDDING; PROVIDING FOR SEVERABILITY, CONFLICTS AND EFFECTIVE DATE (FIRST READING)

City Attorney Beadle read the title of the ordinance. Assistant City Manager, Liz Alward, presented background information on the item.

The following City resident spoke on this item: Steve Osmer.

ACTION: Councilman Montanaro, MOVED, SECOND by Vice Mayor Gibson, to adopt Ordinance No. 1188 on first reading. VOTE: ALL YES. MOTION CARRIED.

(TIME: 7:57 P.M.) DISCUSS/TAKE ACTION ON ORDINANCE NO. 1189, AN ORDINANCE OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY, FLORIDA, AMENDING THE PENSION PLAN FOR GENERAL EMPLOYEES OF THE CITY OF SATELLITE BEACH; AMENDING PART I, CHAPTER 46, ARTICLE II, SECTION 46-36, “ADMINISTRATION”; PROVIDING FOR SEVERABILITY CLAUSE; PROVIDING AN EFFECTIVE DATE; AND PROVIDING FOR CODIFICATION (FIRST READING)

City Attorney Beadle read the title of the ordinance. City Manager Barker and Allen Potter, Public Works Director, presented background information on the item.

Mayor Catino asked for citizen comments; there were no comments.

ACTION: Councilman Montanaro, MOVED, SECOND by Vice Mayor Gibson, to adopt Ordinance No. 1189 on first reading. VOTE: ALL YES. MOTION CARRIED.

CITY COUNCIL PAGE 4 MEETING MINUTES JULY 15, 2020

(TIME: 8:00 P.M.) DISCUSS/TAKE ACTION PROPOSED INTERLOCAL AGREEMENTWITH THE SCHOOL BOARD OF BREVARD COUNTY

Assistant City Manager, Liz Alward, presented background information on the item.

The following City residents spoke regarding this item: David Vigliotti.

ACTION: Vice Mayor Gibson, MOVED, SECOND by Councilman Montanaro, to approve and authorize the City Manager to sign an Interlocal Agreement with the School Board of Brevard County, allowing for changes made by the School Board’s or City’s counsel. VOTE: ALL YES. MOTION CARRIED.

(TIME: 8:14 P.M.) AGENDA ITEMS FOR NEXT REGULAR COUNCIL MEETING

None.

Councilman Montanaro requested consensus to allow him to be a Voting Delegate for the Florida League of Cities Annual Conference.

Mayor Catino adjourned the meeting at 8:15 p.m.

GWEN PEIRCE, CMC City Clerk

• * • * . . . (I) :v . ..•.. ·t.t,re~~

CITY COUNCIL AGENDA ITEM #10 PUBLIC HEARING: DISCUSS/TAKE ACTION ON SUBDIVISIONPRELIMINARY PLAT – PCN-3 PELICAN COAST NORTH, THE VUE AT SATELLITE BEACH

To: Mayor and City Council Members

Via: Courtney Barker, City Manager

From: Karl Baumann, Building Official

Meeting Date: 08/05/20

Department: Community Development

Recommended Action: Recommend to approve the Subdivision Preliminary Plat, PCN-3 Pelican Coast North, The Vue at Satellite Beach.

Summary: The applicant has satisfied the required elements as set forth in City Code Section 30-312, Subdivision Preliminary Plats. In addition, the applicant has provided the required supplemental information as required in Section 30-312.

The applicant as required by Section 30-312 submitted the Preliminary Plat to the Planning Advisory Board (PAB) on July 20, 2020. The PAB approved the Preliminary Plat, PCN-3 Pelican Coast North, The Vue at Satellite Beach by a 5-0 vote.

The applicant as required by Section 30-312 is submitting to the City Council; Subdivision Preliminary Plat, PCN-3 Pelican Coast North, The Vue at Satellite Beach for review and approval.

Budget Impacts: None

Attachments:

• Unapproved PAB meeting minutes 7/20/20 • Package presented to PAB 7/20/20

(Unapproved) PLANNING ADVISORY BOARDREGULAR MEETING MINUTES

July 20, 2020 Pursuant to public notice, Chair David Daleiden convened a regular meeting of the Planning Advisory Board on Monday, July 20, 2020, at 7:00 p.m., at the Satellite Beach Council Chamber. Board Members present were Chair David Daleiden, Vice-Chair Steven Terry, Alan LaMotte, Rebecca Van Meter, Peter Schefcick, Alternate Kevin Finegan, Alternate Ben Glover, and Council Liaison Frank Cantino

Chair David Daleiden led the Pledge of Allegiance.

(TIME: 7:00 P.M) #07-19(r) Discuss / make recommendation to approve application for the Small Scale Comprehensive Plan Amendment changing the current use of 1253 Highway A1A from RH, Residential High Density (11 du/ac) to C, Commercial district. City Manager, Courtney Barker led the discussion with a PowerPoint presentation. Discussion took place as to what the change would allow if the re-zoning is approved. The lot size would restrict what could be developed on the lot in the future due to parking spaces and size.

ACTION: Steven Terry MOVED, SECOND by Alan LaMotte to approve the application for the Small-Scale Comprehensive Plan Amendment changing the current use of 1253 Highway A1A from RH, Residential High Density (11 du/ac) to C, Commercial District. VOTE: ALL YES. MOTION CARRIED .

(TIME: 7:23 P.M.) PAB 09-19(r)Discuss/ Make Recommendation to approve application for amending the current zoning classification for the 1253 Highway A1Aof RM-3, residential-mixed use district to C, commercial district.

City Manager Courtney Barker and Building Official Karl Baumann led the discussion and stated this motion is tied to motion PAB#07-19 and would change the current Non-Conforming building to Conforming if this property zoning is changed. It was discussed that this building has been operating since the 1960’s. Mike Jaffe spoke in regards to the developer ‘s plans match the Conceptual plans that have already been approved by PAB and by Council.

ACTION: Peter Schefcick MOVED, SECOND by Steven Terry to approve application for amending the current zoning classification for the 1253 Highway A1A from RM-3, residential-mixed use district to C, Commercial district. VOTE: ALL YES. MOTION CARRIED

PLANNING ADVISORY BOARD PAGE 2 MEETING MINUTES JULY 20, 2020

(TIME: 7:25 P.M.) PAB#05-20 Discuss / Make recommendations to approve the Subdivision Preliminary Plat, PCN-3 Pelican Coast North, The Vue at Satellite Beach.

Building Official, Karl Baumann led the discussion and stated the developer has met all the criteria and did all the necessary steps to move forward with the project. Non-Resident Sandra Sullivan addressed the board stating she believes the project should be put on hold to do testing for contamination on the property and because she believes the length of the hotel is an issue. The board had a discussion that all the criteria has been met according to statute.

ACTION: Steven Terry MOVED, SECOND by Peter Schefcick to approve the Subdivision Preliminary Development Plat, PCN-3 Pelican Coast North, The Vue of Satellite Beach. VOTE: ALL YES MOTION CARRIED.

(TIME: 8:00P.M.) PAB#04-20 Discuss / Make recommendations to approve the Preliminary Development Plan, PCN-3 Pelican Coast North, The Vue of Satellite Beach. Building Official, Karl Baumann led the discussion and stated the developer has met all the criteria and did all the necessary steps to move forward with the project. Non-Resident Sandra Sullivan addressed the board stating she believes the project should be put on hold to do testing on the property and because she believes it’s not a legal project. The board discussed regarding all the criteria has been met according to statute. Mike Jaffe spoke in regards to the developer ‘s plans match the Conceptual plans that have already been approved by PAB and by Council.

ACTION: Steven Terry MOVED, SECOND by Alan LaMotte to approve the Preliminary Development Plan, PCN-3 Pelican Coast North, The Vue of Satellite Beach.

VOTE: ALL YES MOTION CARRIED.

(TIME: 8:12 P.M.) APPROVAL OF MINUTES: FEBRUARY 20.2020 Recommend to approve the minutes date February 20,2020

ACTION: Alan LaMotte MOVED, SECOND by Steven Terry to approve the Minutes dated February 20,2020 as submitted.

VOTE: ALL YES MOTION CARRIED.

Chair adjourned the meeting at 8:15

Recording Secretary,

Krista Ellingson

Community Development Department

Memo To: Planning Advisory Board Fr: Karl Baumann, Building Official CC: Courtney Barker, City Manager Date: June 25, 2020 Re: Subdivision Preliminary Plat - PCN-3 Pelican Coast North, The Vue at

Satellite Beach. PAB #05-20

Motion: Recommend to approve the Subdivision Preliminary Plat, PCN-3 PelicanCoast North, The Vue at Satellite Beach.

The applicant has satisfied the required elements as set forth in City Code Section 30-312, Subdivision Preliminary Plats. In addition, the applicant has provided the requiredsupplemental information as required in section 30-312.

The applicant as required by Section 30-312 is submitting to the Planning AdvisoryBoard for review and approval.

Attachment(s): Preliminary Plat (in construction drawings)

• Page 1

• * • * . . . (I) :v . ..•.. ·t.t,re~~

CITY COUNCIL AGENDA ITEM #11 PUBLIC HEARING: DISCUSS/TAKE ACTION ON THE PRELIMINARY DEVELOPMENT PLAN – PCN-3 PELICAN COAST NORTH, THE VUE AT SATELLITE BEACH

To: Mayor and City Council Members

Via: Courtney Barker, City Manager

From: Karl Baumann, Building Official

Meeting Date: 08/05/20

Department: Community Development

Recommended Action: Recommend to approve the Preliminary Development Plan, PCN-3 Pelican Coast North, The Vue at Satellite Beach.

Summary: Staff has reviewed the Plan according to City Code Section 30-905, General Procedure for Preliminary Development Plan Review. The plan complies with subdivision regulations as set forth in Section 30-312 and is in compliance with applicable zoning regulations.

The applicant has received approval of the Conceptual Development Plan, thus constituting authority to submit the Preliminary Development Plan to the Planning Advisory Board (PAB) for review, comments and approval. The Preliminary Development Plan, PCN-3 Pelican Coast North, The Vue at Satellite Beach was presented to the PAB on 7/20/20 and was approved by 5-0 vote.

The applicant as required by Section 30-905 is submitting to the City Council; Preliminary Development Plan, PCN-3 Pelican Coast North, The Vue at Satellite Beach for review and approval.

Budget Impacts: None

Attachments:

• Unapproved PAB meeting minutes 7/20/20 • Package presented to PAB 7/20/20

(Unapproved) PLANNING ADVISORY BOARDREGULAR MEETING MINUTES

July 20, 2020 Pursuant to public notice, Chair David Daleiden convened a regular meeting of the Planning Advisory Board on Monday, July 20, 2020, at 7:00 p.m., at the Satellite Beach Council Chamber. Board Members present were Chair David Daleiden, Vice-Chair Steven Terry, Alan LaMotte, Rebecca Van Meter, Peter Schefcick, Alternate Kevin Finegan, Alternate Ben Glover, and Council Liaison Frank Cantino

Chair David Daleiden led the Pledge of Allegiance.

(TIME: 7:00 P.M) #07-19(r) Discuss / make recommendation to approve application for the Small Scale Comprehensive Plan Amendment changing the current use of 1253 Highway A1A from RH, Residential High Density (11 du/ac) to C, Commercial district. City Manager, Courtney Barker led the discussion with a PowerPoint presentation. Discussion took place as to what the change would allow if the re-zoning is approved. The lot size would restrict what could be developed on the lot in the future due to parking spaces and size.

ACTION: Steven Terry MOVED, SECOND by Alan LaMotte to approve the application for the Small-Scale Comprehensive Plan Amendment changing the current use of 1253 Highway A1A from RH, Residential High Density (11 du/ac) to C, Commercial District. VOTE: ALL YES. MOTION CARRIED .

(TIME: 7:23 P.M.) PAB 09-19(r)Discuss/ Make Recommendation to approve application for amending the current zoning classification for the 1253 Highway A1Aof RM-3, residential-mixed use district to C, commercial district.

City Manager Courtney Barker and Building Official Karl Baumann led the discussion and stated this motion is tied to motion PAB#07-19 and would change the current Non-Conforming building to Conforming if this property zoning is changed. It was discussed that this building has been operating since the 1960’s. Mike Jaffe spoke in regards to the developer ‘s plans match the Conceptual plans that have already been approved by PAB and by Council.

ACTION: Peter Schefcick MOVED, SECOND by Steven Terry to approve application for amending the current zoning classification for the 1253 Highway A1A from RM-3, residential-mixed use district to C, Commercial district. VOTE: ALL YES. MOTION CARRIED

PLANNING ADVISORY BOARD PAGE 2 MEETING MINUTES JULY 20, 2020

(TIME: 7:25 P.M.) PAB#05-20 Discuss / Make recommendations to approve the Subdivision Preliminary Plat, PCN-3 Pelican Coast North, The Vue at Satellite Beach.

Building Official, Karl Baumann led the discussion and stated the developer has met all the criteria and did all the necessary steps to move forward with the project. Non-Resident Sandra Sullivan addressed the board stating she believes the project should be put on hold to do testing for contamination on the property and because she believes the length of the hotel is an issue. The board had a discussion that all the criteria has been met according to statute.

ACTION: Steven Terry MOVED, SECOND by Peter Schefcick to approve the Subdivision Preliminary Development Plat, PCN-3 Pelican Coast North, The Vue of Satellite Beach. VOTE: ALL YES MOTION CARRIED.

(TIME: 8:00P.M.) PAB#04-20 Discuss / Make recommendations to approve the Preliminary Development Plan, PCN-3 Pelican Coast North, The Vue of Satellite Beach. Building Official, Karl Baumann led the discussion and stated the developer has met all the criteria and did all the necessary steps to move forward with the project. Non-Resident Sandra Sullivan addressed the board stating she believes the project should be put on hold to do testing on the property and because she believes it’s not a legal project. The board discussed regarding all the criteria has been met according to statute. Mike Jaffe spoke in regards to the developer ‘s plans match the Conceptual plans that have already been approved by PAB and by Council.

ACTION: Steven Terry MOVED, SECOND by Alan LaMotte to approve the Preliminary Development Plan, PCN-3 Pelican Coast North, The Vue of Satellite Beach.

VOTE: ALL YES MOTION CARRIED.

(TIME: 8:12 P.M.) APPROVAL OF MINUTES: FEBRUARY 20.2020 Recommend to approve the minutes date February 20,2020

ACTION: Alan LaMotte MOVED, SECOND by Steven Terry to approve the Minutes dated February 20,2020 as submitted.

VOTE: ALL YES MOTION CARRIED.

Chair adjourned the meeting at 8:15

Recording Secretary,

Krista Ellingson

Community Development Department

Memo To: Planning Advisory Board Fr: Karl Baumann, Building Official CC: Courtney Barker, City Manager Date: June 25, 2020 Re: Preliminary Development Plan - PCN-3 Pelican Coast North, The Vue at

Satellite Beach. PAB #04-20

Motion: Recommend to approve the Preliminary Development Plan, PCN-3 PelicanCoast North, The Vue at Satellite Beach.

Staff has reviewed the Plan according to City Code Section 30-905, General Procedurefor Preliminary Development Plan Review. The Plan complies with the subdivisionregulations as set forth in Section 30-312 and is in compliance with applicable zoningregulations.

The applicant has received approval of the Conceptual Development Plan, thusconstituting authority to submit the Preliminary Development Plan to the PlanningAdvisory Board for its review, comments and approval.

Attachment(s): Construction Drawings Landscape Plans Additional Supporting Documents

• Page 1

This Attachment is not in this available online packet. These documents are available by clicking on the following link: Construction Plan and Landscape Plan. Or you may contact the City Clerk by phone at (321) 773-4407 or by email at cityclerk@satellitebeach.org.

(Unapproved)PLANNING ADVISORY BOARDREGULAR MEETING MINUTES

February 20, 2020 Pursuant to public notice, Chair David Daleiden convened a regular meeting ofthe Planning Advisory Board on Monday, January 29, 2020, at 7:00 p.m., at theSatellite Beach Council Chamber. Board Members present were Chair DavidDaleiden, Rebecca Van Meter, Steven Terry, Peter Schefcick, Alan LaMotte

Chair David Daleiden led the Pledge of Allegiance.

(TIME: 7:01 P.M) PAB#07-19 Recommend to approve application for the Small-Scale Comprehensive Plan Amendment changing the current use of 1253Highway A1A from RH, Residential High density (11 du/ac to C, commercialdistrict

Karl Bauman, Building Official advised this is currently a non-forming building. Currentlyan engineering firm is at this location. The zoning change would allow the owners torebuild as commercial if there is damage to the building. Under the current zoning ifmore than 50% of the building is damaged it could only be rebuilt as residential. Thesize of the lot and parking spaces would limit any future commercial use. Discussiontook place. The following residents addressed the board regarding concerns aboutfuture use of the property if the zoning was changed; Russell Green, Stephanie Hill,Daniel from 135 Park, Diane Douglas

ACTION: Steven Terry MOVED, SECOND by Alan Lamote to approve the application forthe Small-Scale Comprehensive Plan Amendment changing the current use of 1253Highway A1A from RH, Residential High Density (11 du/ac) to C, Commercial and ServicesVOTE: All NO. MOTION FAILED.

(TIME: 07:40 P.M.) PAB#09-19 Recommend to approve application for amendingthe current zoning classification for the 1253 Highway A1A of RM-3, residential-mixed use district to C, commercial districtDavid Daleiden lead the discussion and the board discussed this was tied to PAB#07-19 that was voted against and no further discussion is needed.

ACTION: Steven Terry MOVED, SECOND by Alan Lamote to to approveapplication for amending the current zoning classification for the 1253 HighwayA1A of RM-3, residential-mixed use district to C, commercial districtVOTE: All No. MOTION FAILED.

PLANNING ADVISORY BOARDMEETING MINUTES XXXX XX, 2020 PAGE2

(TIME: 07:41 P.M.) PAB # 01-20 Recommend to modify City Code, Division 3 -Vacation of public streets, alleys, canals, easements, or other non-fee interests ofthe City. Building Official Karl Baumann lead the discussion regarding current permanentstructures located in the easements throughout the City. (ie pools, poolenclosures) Karl addressed the current procedure takes a resident approximately2 months to make it through PAB and Council and it is costly to the homeowner.The board discussed the resident would still need to get the releases from allutility companies with interests in the easements.

ACTION: Steven Terry MOVED, SECOND by Peter Schefcick Meter to approve tomodify City Code, Division 3 - Vacation of public streets, alleys. Canals.Easements, or other non-fee interests of the City.VOTE: ALL YES. MOTION CARRIED.

(TIME: 07:45 P.M.) PAB # 02-20 Recommend to modify City Code, Section 30-510Accessory StructuresBuilding Official Karl Baumann lead the discussion regarding accessorystructures on corner lots. Currently it is very limited as to where an accessorystructure can be place because per code a corner lot has two front yards. AlanLamote discussed houses adjacent to a house with an accessory structure on theside is not desirable if a house is facing the accessory structure. Resident DianeDouglas spoke regarding the difficulty of residents with corner lots who alsohave swimming pools to have room for storage.

ACTION: Peter Schefcick MOVED, SECOND by Rebecca Van Meter to approve to· modify City Code, Section 30-510 - Accessory Structures.VOTE: 4 YES, 1 NO. MOTION CARRIED.

(TIME: 08:05 P.M.) PAB # 03-20 Recommend to modify City Code, Section 30-516- Setback, height and construction of fences.Building Official Karl Baumann lead the discussion regarding the many fencesthroughout the City that are located in easements. Currently a fence in aneasement can be replaced in the easement but a neighbor next door would haveto build 5 feet further in than their neighbor, the City is requesting the change sothe aesthetics in the City are improved, the homeowners will not need to gobefore Board of Adjustment to get the variance, which typically is alwaysapproved.

PLANNING ADVISORY BOARD PAGE3MEETING MINUTES XXXX XX, 2020

ACTION: Steven Terry MOVED, SECOND by Alan Lamote to approve to modifyCity Code, Section 30-516 - Setback, height, and construction of fences.VOTE: all YES,. MOTION CARRIED.

(TIME: 08:08 P.M.) Vote to Approve Minutes from November January 20,2020

ACTION: Peter Schefcick MOVED, SECOND by Steven Terry to approve the minutes fromJanuary 20, 2020VOTE: All yes. MOTION CARRIED.

Chair adjourned the meeting at 08: 10

Recording Secretary Krista Ellingson

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The Vue.at SateHite BeachA Subdivision Of A Portion Of Section 26, Township 26 South, Range 37 East, City of Satellite Beach, Brevard County, Florida

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0 100 GINEERING, INC.:,_ 50 200GRAPHIC SCALE

!l- 106 DIXIE LANE, COCOA BEACH, FLORIDA 32931:J TELEPHONE: (321)783-7 443 -

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C) EXHIBIT 3 FLORIDA CERTIFICA TE OF AUTHORIZATION No. LB 266

WE9S1TE: FAX: (321)783- 5902www.ol len eng.net - EMAIL: info@olleneng .net

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OPEN SPACE CALCULATIONfOR RESIDENTIAL AREA ONLY (HOTEL AREA EXCLUDED)

._______,! PROPOSED RESIDENTIAL DPEN SPACE

Total Open Spoct Required for Single family = 15%Single Fomily ArtO = 17.2J AC.Single Fomily Aroo = 17 2J ,c 15% = 2 58 AC. To10I Dpen Spoc• for Multi-fomlly (Co,dos) = 25llMull l-fomlly AtbO = 5.44 ACMu1tl- Fomlly Areo = 5.22 x 2:5!t 1..31 AC.

Total Open Space Required = 3.89 AC.Open Space provided = 5.18 AC 2 1 5 AC /100 Residentiol Units =Open Space Provided - 5, 18 AC

1.5 x 219 / 100 = 3.29 AC

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To the best of my knowledge and belief, this conceptplan complies with all City of Satellite Beach LandDevelopment Regulations.

0 © TH IS DRAWING IS PRELIMINARY ANO SUBJECTTO FINAL DESIGN AND PERMITTINGALL BUILDING DIMENSIONS ARE APPROXIMATE .

VICINITY MAPSCALE: 1• • IO00'

CONCEPT PLAN ' .. SCALE: 1" - 100'

EXHIBI 4 LOCATION MAP

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9-1-1 Administration/Address Assignmentvard 2725 Judge Fran Jamieson WayBuilding A, Room 120

Viera, Florida 32940BOARD OF COUNTY COMMISSIONERSEmergency Management

March 18, 2020

Karen Porter Clerical Assistant City of Satellite Beach 565 Cassia Boulevard Satellite Beach, FL 32937

Dear Ms. Porter:

RE: Street Name Request (The Vue at Satellite Beach) T26-R37-S26

Our office was contacted regarding street name approval for the above referenced property locatedwithin your City limits. The below listed street names are approved and will be held in reserve statusfor a period of two years. If these names are not implemented within this time frame and anothercustomer requests the names, they will be released for their use. Therefore, if the applicant still wantsto utilize the street names, they need to contact this office to re-reserve the names.

Gulf Stream Clearwater HightowerHubble Dragon Million Dollar

NOTE: The City has final authority regarding street name approval and street suffix (i.e.: Ct., Dr., etc.).

Upon recording of the Plat, the City or Developer needs to provide a scanned copy of the recordeddocument to our office for addressing and 9-1-1 purposes. A copy of the addressed plat and an addresstable will be emailed to the City and Developer, once it has been processed. If a hard copy of theaddressed plat is required, a full size copy must be provided. Upon processing of the recordeddocument, our office will input the new street names and address ranges into the Enhanced 9-1-1Database and Mapping System.

Your continued cooperation is appreciated. If you need any further assistance you may reach our officeat (321) 690-6846 or by email at address.assign@brevardfl .gov.

Sincerely,

~J L-Penny L. Christian 9-1-1 Addressing Specialist Brevard County 9-1-1 Administration

cc: Dalton Wainwright, Allen Engineering, Inc. (by email) Phone (321) 690-6846 • Fax (321) 690-6842

Website: www.Brevardfl.gov/E911Administration/AboutBrevardE911Email: address.assign@brevardfl.gov

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEI\!IBERSHIP INTEREST PURCHASE AGREEMENT (this'Agreement' ) is made and entered into a of April 24, 2019 by and among IDGHTOWERDEVELOPMENT LLC, a Florida limited liability company ("Buyer"), and RJWHOLDINGS, LLC, a Delaware limited liability company (the "Seller").

RECITALS

A. Seller is a member of Woodshire-Brevard, LLC, a Florida limitedliability company (the "Company"), and is a party to the Company's Amended and RestatedOperating Agreement, dated April 15, 2019 (the "Operating Agreement").

B. Seller is the record and beneficial owner of 100,000 Satellite Units (asdefined in the Operating Agreement) which represent I00% of the total outstanding Units (asdefined in the Operating Agreement) of the Satellite Class (as defined in the OperatingAgreement).

C. The current Unit ownership of all members of the Company prior tothe transactions contemplated herein are set forth on Exhibit A attached hereto.

D. Seller desires to sell to Buyer, and Buyer desires to purchase fromSeller, 50,000 Satellite Units (the "Transferred Units") on the terms and conditions set forthin this Agreement (the "Sale").

C. Seller and Buyer desire to make certain representations, warranties,covenants, and agreements in connection with this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, representations,warranties, covenants, and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.1. Definitions. For purposes of this Agreement, the following terms havethe meanings specified in this Section 1.1 :

"Action" shall mean any civil, criminal, administrative or regulatory action, suit,demand, complaint, inquiry, claim, hearing, investigation or proceeding, or any arbitration.

"Assets" means all of the properties and assets of the Company, including thetangible assets listed on Schedule 1.1. For purposes of clarity, the parties hereby

\9594812 - # 2292375 v3

acknowledge and agree that the assets listed on Schedule 1.1 are owned solely by the LakeWashington Profit Center (as defined in the Operating Agreement) even though the managerof the Lake Washington Profit Center may allow them to be used from time to time by theSatellite Profit Center (as defined in the Operating Agreement).

"Contract" shall mean any agreement, contract lease, commitment, instrument,document, ce1ti.ficate, or other binding arrangement or understanding, whether written ororal in each case as amended supplemented, waived or otherwise modified.

"Governmental Authority" shall mean any (i) nation, state, county, city town, village,district, or other jurisdiction of any nature, (ii) federa~ state, local, municipaL foreign orother government, (iii) governmental or quasi-governmental authority of any nature(including any governmental agency, branch, department, commission, bureau, official orentity and any court or other tribunal) or (iv) body exercising, or entitled to exercise, anyadministrative executive, judicial, legislative, police, regulatory or taxing authority or powerofany nature.

"Law" shall mean all Regulations and Orders.

'Liens" shall mean any mortgage, easement, tight of way, charge claim, communityproperty interest, condition, equitable interest lien, option, pledge, security interest, right offirst refusal, or restriction or adverse claim of any kind, :including any restriction on use,voting, transfer, receipt of income, or exercise of any other attribute of ownership, or anyother encumbrance or exception to title ofany kind.

"Operating Agreement" shall mean the operating agreement of the Company, asamended.

"Order" shall mean any writ, decree, order judgment, injunction, rule, ruling, Lien,voting right, or consent ofor by a Governmental Authority.

"Organizational Documents" shall mean the articles of organization and operatingagreement ofBuyer.

"Regulation" shall mean any rule, law, code, statute, regulation, ordinance,requirement, announcement, policy, guideline, rule of common law or other binding action ofor by a Governmental Authority and any judicial interpretation thereof

"Tax" (including, with correlative meaning, the terms "Taxes" and "Taxable") shallmean all federal, state, local and foreign income, profits, :franchise, gross receipts,environmentai customs, duties, capital stock, severances, stamp, payroll, sales, employment,unemployment, disability, use, property, withholding, excise, production, value added,occupancy, license, estimated real property, personal property, windfall profits or othertaxes, duties, fees or assessments of any nature whatsoever, together with all interest,penalties and additions imposed with respect to such amounts and any interest in respect ofsuch penalties and additions.

2\9594812 -# 2292375 v3

"Tax Return" shall mean all returns and reports (including elections, declarations,disclosures, schedules, estimates and information returns) required to be supplied to a Taxauthority relating to Taxes, including any schedule or attachment thereto, and including anyamendment thereof

1.2. Other Te1ms. Terms other than those defined in Section 1.1 have beendefined in the preamble, recitals and body of this Agreement and, for purposes of thisAgreement, shall have the meanings specified therein. Capitalized terms not otherwisedefined herein shall have the meanings ascribed to them in the Operating Agreement.

1.3. Construction. The following principles shall be applied for purposesof interpreting this Agreement.

(a) In this Agreement, unless the context otherwise requrres,references: (i) to the recitals, articles, sections, exhibits or schedules

are to a recital, article or section of, or exhibit orschedule to, this Agreement;

(ii) to any agreement (including this Agreement), contract,statute or regulation are to the agreement, contract,statute or regulation as amended, modified,supplemented or replaced from time to time, and toany section of any statute or regulation are to anysuccessor to the section; and

(iii) to this Agreement are to this Agreement and theexhibits and schedules to it, taken as a whole.

(b) The headings contained herein are for reference purposes onlyand do not limit or otherwise affect any of the provisions ofthis Agreement.

( c) Whenever the words "include," "includes'' or "including" areused in this Agreement, they will be deemed to be followed bythe words "without limitation."

( d) Whenever the words "herein" or "hereunder" are used in thisAgreement, they will be deemed to refer to this Agreement as awhole and not to any specific section, unless otherwiseindicated.

(e) Any reference herein to the masculine, the feminine or theneuter shall include the masculine, the feminine and the neuter,and any reference to the singular or plural shall include theopposite thereof, as the context so requires.

3195948\2 -# 2292375 v3

(f) The te1m "$" shall mean dollars of the United States ofAmerica.

(g) Buyer and Seller agree that:

(i) this Agreement is the result of negotiations betweenthe patties hereto and shall not be deemed or constrnedas having been drafted by any one party;

(ii) each of the parties hereto have reviewed andnegotiated the terms and provisions of this Agreement(including the exhibits hereto) and have contributed toits preparation or have made an informed decision notto participate after being presented with ampleopportunity to do so;

(iii) the mle of construction to the effect that anyambiguities are resolved against the drafting partyshall not be employed in the interpretation of thisAgreement; and

(iv) the terms and provisions of this Agreement shall beconstrued fairly as to all parties hereto and not in favorof or against any party, regardless of which party wasgenerally responsible for the preparation of thisAgreement.

ARTICLE II

PURCHASE AND SALE

2.1. Purchase and Sale of the Units. On the tenns and subject to theconditions set forth in this Agreement and on the basis of the representations, warranties,covenants, agreements and obligations contained herein, at the Closing, Seller hereby agreesto sell to Buyer, and Buyer hereby agrees to purchase from Seller. all of Seller s right, title,and interest in and to the Transferred Units. Subsequent to the Closing and theconsummation of the Sale the Unit ownership of all members of the Company shall be as setforth on Exhibit B attached hereto.

2.2. Pw·chase Price. The purchase price for Transferred Units shall beThree Million Dollars ($3,000,00.00) (the ' Purchase Price). The Purchase Price shall be paidby Buyer to Seller at Closing by wire transfer of immediately available funds.

2.3. Counterpart Signature Page and Amendment to Operating Agreement.At the Closing, Buyer shall execute a counterpart signature page to the Operating Agreement,in the form attached hereto as Exhibit C (the "Signature Page"), in order to become a partythereto. Further, Buyer, Seller and the Company shall each execute an amendment to theOperating Agreement, in the form attached hereto as Exhibit D (the "Amendment").

4\95 948\2 -# 2292375 v3

2.4. Member Designee Guaranties. At the Closing, Buyer shall cause eachof its Member Designees to execute a guaranty, in the form attached hereto as Exhibit E(collectively the 'Guaranties").

2.5. Amendment to Development Agreement. At the Closing, Seller andBuyer shall cause the Company and Don Facciobene, Inc., a Florida corporation (''DFI"),respectively, to execute and deliver an amendment to that certain Development Agreement,dated on or about April 23 2018, in the fonn attached hereto as Exhibit F (the "DevelopmentAmendment'').

ARTICLE III

CLOSING

3.1. Closing. The consummation of the Sale (the "Closing") shall takeplace on the 24th day of April, 2019 at the offices ofGrayRobinson, P.A., 1795 West NASABoulevard, Melbourne, Florida 32901 as of 11:00 a.m., local time, or such other time andplace as the parties may mutually agree in writing (the "Closing Date").

3.2. Closing Deliveries by Seller. At the Closing, Seller shall deliver orcause to be delivered to Buyer:

(a) an irrevocable membership interest transfer power, dulyexecuted by Seller in favor of Buyer, transfen-ing ownership ofthe Transferred Units to Buyer;

(b) a joint written consent of the members and managers of theCompany authorizing the Sale and the other transactionscontemplated herein;

(c) the Amendment duly executed by Seller and the Company;

( d) the Development Amendment duly executed by the Company;and

(e) such other documents relating to the transactions contemplatedby this Agreement as Buyer may reasonably request.

3.3. Closing Deliveries by Buyer. At the Closing, Buyer shall deliver toSeller and the Company, as applicable:

(a) the Purchase Price as provided in Section 2.2;

(b) the Signature Page duly executed by Buyer;

(c) the Amendment duly executed by Buyer;

5\95948\2 - # 2292375 v3

(d) the Guaranties duly executed by the Member Designees ofBuyer;

(e) the Development Amendment duly executed by DFI; and

(f) a joint written consent of the members and managers of Buyerauthorizing the purchase of the Transferred Units and the othertransactions contemplated herein; and

(g) such other documents relating to the transactions contemplatedby this Agreement as Buyer may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as follows:

4.1. Organization and Good Standing. The Company is a limited liabilitycompany that is duly organized, validly existing, and in good standing tmder the laws of itsjurisdiction of organization. The Company has all requisite power and authority to own,lease and operate its properties and assets and to carry on its business as presently conducted.

4.2. Authority. Seller has full power and authority to execute, deliver andcarry out the transactions provided for in this Agreement. This Agreement constitutes alegal, valid and binding obligation of Seller, enforceable against it in accordance with itsterms, except insofar as enforceability may be limited by bankruptcy, insolvency,moratorium or other laws which may affect creditors' rights and remedies generally and byprinciples of equity (regardless of whether enforceability is considered in a proceeding inequity or at law).

4.3. Title to Units. Seller is the sole owner of the Transferred Units and theTransferred Units are free and clear of any and all liens or other encumbrances of any kind,except as set forth in the Operating Agreement. The Transferred Units have been dulyauthorized, validly issued and is fully paid and nonassessable. Seller has good and valid titleto, and beneficial ownership of: the Transferred Units. Other than Seller, no person or entityhas any claim or rights with respect to ownership of the Transferred Units. On the ClosingDate, the Transferred Units will represent 50% of the total outstanding Membership Interestin the Satellite Profit Center of the Company.

4.4. Litigation. There are no Actions pending or, to the knowledge ofSeller, threatened against the Company or relating to any of its Assets other than as shown onSchedule 4.4. To the knowledge of Seller there are no w1performed obligations or unpaidliabilities that would reasonably be expected to result in any Action against the Company.

6\95948\2 -# 2292375 v3

4.5. Taxes. The Company has filed or caused to be filed all Tax Returnsrequired to be filed by it. There are no Liens relating or attributable to Taxes with respect toor in connection with. the assets of the Company other than Liens for Taxes which are not yetdue and payable. There is no basis for the assertion of any claims for Taxes which, ifadversely determined, would result in the imposition of any Lien on the assets of theCompany or otherwise adversely affect the Company or its use of such assets, other thanobligations for taxes which are not yet due and payable.

4.6. No Conflict. Assuming the <sonsents described in Section 6.l(c) areobtained neither the execution and delivery of this Agreement nor the consummation of thetransactions contemplated hereby will conflict with or violate the articles of organization ofthe Company, the Operating Agreement or any Contract Law, rule, regulation, order,judgment or decree applicable to Seller or by which the Company or any of the Company'sAssets are bound or affected.

4.7. Broker's or Finder's Fees. All negotiations relating to this Agreementand the transactions contemplated hereby have been carried on by or on behalf of Seller insuch a manner as not to give rise to any claim against Buyer or Seller for a finder's foe,brokerage commission, advisory fee or other similar payment.

4.8. Full Disclosure. Neither this Agreement, nor to the knowledge ofSeller, any other document delivered by Seller to Buyer or its attorneys or agents inconnection with the transactions contemplated hereby or thereby, contain any untruestatement of a material fact nor omit to state a material fact necessary in order to make thestatements contained herein or therein not misleading.

4.9. Seller' s Consents. To the best knowledge of Seller, other thanconsents listed on Schedule 4.9, no consent, approval or authorization of any governmentalauthority or other person or entity is required for the execution and delivery of thisAgreement and the consummation by Seller of the transactions contemplated hereby.

4.10. Financial.

(a) To the best knowledge of Seller, the Company's books,accounts and records are, and have been, maintained in theCompany's usual, regular and ordinary manner and all materialtransactions to which the Company is or has been a party areproperly reflected therein.

(b) Seller has provided Buyer with complete and correct copies ofthe balance sheets and profit and loss statements of theCompany for the years ended December 31, 2015, 2016, 2017and 2018 (the "Financial Statements"). The FinancialStatements present fairly the financial position of the Companyas of the dates thereof and the results of operations and cash

7\95948\2 - # 2292375 v3

flows of the Company for the respective period covered bysaid statements. The Financial Statements have been preparedinternally by the Company in accordance with the income taxbasis of accounting.

(c) To the best knowledge of Seller, the Company has no accruedmaterial obligation or liability of a.ny nature whatsoever (director indirect, absolute or contingent) whether or not required byGAAP to be set forth on, reflected on or reserved against on aFinancial Statement (all of the foregoing herein collectivelybeing referred to as "Liabilities11

), except for:

(i) Liabilities set forth on, reflected on or reserved againston the face of the Financial Statement of Company asofDecember 31, 2018 (the "Balance Sheet Date");

(ii) Liabilities which were incurred by the Companysubsequent to the Balance Sheet Date, but only to theextent that such Liabilities were incurred in theordinary course of the Company's business;

(iii) Liabilities under any written purchase order, salesorder, lease, agreement or commitment of any kind bywhich the Company is bound and which was enteredinto in the ordinary course ofCompany's business;

(iv) Liabilities under permits, licenses and governmentaldirectives and agreements which have been issued tothe Company;

(v) Liabilities for allowances, refunds and concessions asset forth on ScbeduJe 4.10; and

(vi) Liabilities pursuant to any litigation listed onSchedule 4.4.

(d) On the Closing Date, there will be one hundred dollars($100.00) in cash in the deposit account for the Satellite ProfitCenter.

4.11. No Material Change. Except as set forth on Schedule 4.11, smceDecember 31, 2018, there has not been:

(a) Any material adverse change in the Satellite Profit Center'sfinancial condition, properties, assets, liabilities or business;

8\95948\2 -# 2292375 v3

(b) Any material damage, destmction or loss of any assets of theSatellite Profit Center, whether or not covered by insurance;

( c) Any material change in the manner in which the Satellite ProfitCenter's business has been conducted, including, withoutLimitation collection of accounts receivable;

(d) Any material change in the accounting principles, methods orpractices or any material change in the depreciation oramortization policies or rates utilized by the Company;

(e) Any voluntary or involuntary sale, assignment, abandonment,surrender termination, transfer, license or other disposition ofa material nature of any asset, property or right of the SatelliteProfit Center excepting only transfers or sale in the ordinarycourse of business;

(f) Any material change in the Company's business or theCompany s relationships with any customer or supplier whichmight reasonably be expected to adversely affect the SatelliteProfit Center or any asset owned by the Company·

(g) Any strike, material grievance proceeding or other labordispute, any union organizational activity or other occimence,event or condition of any similar character which mightreasonably be expected to adversely affect any of the assets orthe Satellite Profit Center's business;

(h) Any loan or advance by the Company to any party other thancredit extended to customers or clients in the ordinary course ofbusiness as previously conducted;

(i) Any incurrence by the Satellite Profit Center of debts,liabilities or obligations of any nature whether accrued,absolute contingent, direct, .indirect or inchoate, or otherwise,and whether due or to become due, except:

(i) current liabilities incurred for services rendered orproducts received in the ordinary course of theCompany's business and entered into at arms' length;

(ii) obligations incurred in the ordinary course of theCompany's business entered into at arms' length;

9\9594812 - # 2292375 v3

(iii) liabilities on account of taxes and governmental charges, but not penalties, interest or fines in respect thereof;

(iv) obligations or liabilities incurred by virtue of the execution ofthis Agreement; or

(v) liabilities pursuant to the litigation listed on Schedule 4.4.

4.12. Tax Status.

(a) There are no agreements, waivers or other arrangements providing for an extension of time with respect to the assessment of any tax or deficiency against the Company or the Assets.

(b) To Seller' s best knowledge, there are no actions, suits, proceedings, investigations, audits or claims now pending against or related to the Company or the Assets.

4.13. Title to Assets. All of the Assets are owned directly by the Company.

4.14. Contracts and Agreements. Attached hereto as Schedule 4.14 is a true, correct and complete list of all of the material contracts, agreements, leases and subleases to which the Company is a party and which relate in any material manner to the Satellite Profit Center or the Assets thereof ("Contracts"):

(a) All loan agreements, financing commitments, indentures, mortgages, security agreements, pledges, conditional sale or title retention agreements, equipment obligations or personal property lease or lease purchase agreements;

(b) All contracts, agreements, commitments and arrangements, written or oral, with any affiliate of the Company;

(c) All leases, subleases or other contracts, agreements or commitments relating to personal property or interest therein;

(d) All contracts, agreements or commitments with any federal, state or local governmental agency;

(e) All partnership and joint venture agreements;

\95948\2 - # 2292375 v3

(f) All letters of credit, guarantees, letters of comfort and similararrangements running to the account of or for the benefit of theCompany;

(g) All other contracts or agreements pertaining to the acquisitionor disposition of assets outside the ordinary course ofbusiness;and

(h) All contracts, agreements or commitments, if any, other thanthose of the types covered by (a) through (g) above whichmaterially affect the Assets of the Satellite Profit Center or thefinancial condition, business or prospects of the Satellite ProfitCenter.

Except as specifically indicated on Schedule 4.14, to the best knowledge of Seller, all of thecontracts, agreements, leases, commitments and the like listed thereon are and remain in fullforce and effect in accordance with their terms. To the best knowledge of Seller, neither theCompany nor any other party to any Contract is in default, or alleged to be in default,thereunder and there exists no condition or event which, after notice or lapse of time or both,would constitute such a default by the Company or by any other party to any such Contract.

4.15. Compliance with Laws and Regulations. To the best knowledge ofSeller, the Company has at all times complied, and is presently complying, in all materialrespects, with all laws, rules, regulations, orders and requirements (foreign, federal, state andlocal) applicable to it in all jurisdictions in which the Assets are located or the business isconducted or to which the Assets are subject which have a material impact on the SatelliteProfit Center or the Assets. Except as cLisclosed on Schedule 4.15, Seller does not know ofany asse1tion by any party that the Company has violated any such laws, rules, regulations,orders or requirements and no notice in that regard has been received by the Company.

4.16. Status ofEmployees.

(a) Schedule 4.16 is a true, correct and complete list setting forththe names and current salaries or rates of compensation of allemployees and all independent contractors of the SatelliteProfit Center who render services on a regular basis to the ofthe Satellite Profit Center.

(b) Since December 31, 2018, no person or entity has received anyextraordinary compensation from the Satellite Profit Centerexcept as specified on Schedule 4.16 and there has been noincrease in the compensation or rate of compensation payableto any employee or regular independent contractor of the of theSatellite Profit Center nor any material change in employeebenefit arrangements, nor has any increase in compensation ormaterial change in employee benefit arrangements been

11\95948\2 - # 2292375 v3

promised to employees orally or in writing (whether or notlegally binding).

( c) To the best knowledge of Seller, the Company has not, prior toand including the date of Closing, violated any provision ofCOBRA. No COBRA violation exists or will exist withrespect to any employees of the Company prior to andincluding the date of the Closing.

4.17. Real Property. Other than the real property described on Schedule4.17 (the "Real Property"), the Satellite Profit Center neither owns, leases nor occupies anyreal property. To the best knowledge of the Seller, neither the whole nor any portion of theReal Property is subject to any pending condemnation, taking or other similar proceeding byany public authority, and Seller neither knows nor has any grounds to believe that any suchcondemnation or taking is threatened or contemplated with respect to the Real Property.

4.18. Absence of Certain Agreements. There are no options, phantominterests, interest appreciation rights, or any other similar rights relating to sharing of profitsof the Satellite Profit Center, the equity of the Company, or investment in the Company inexistence, other than those shown on Schedule 4.18 attached hereto.

4.19. Full Disclosure. To the best knowledge of Seller, no representation orwarranty by Seller in this Agreement or in any statement, schedule, certificate, exhibit orother document furnished to Buyer pursuant hereto contains or will contain any untruestatement of a material fact or omits or will omit to state a material fact necessary to makethe statements herein or therein not misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as follows:

5 .1. Organization and Good Standmg. Buyer is a limited liability companythat is duly organized, validly existing, and in good standing under the laws of its jurisdictionof organization. Buyer has all requisite power and authority to own, lease and operate itsproperties and assets and to carry on its business as presently conducted.

5.2. Authority. Buyer has full power and authority to execute, deliver andcarry out the transactions provided for in this Agreement. This Agreement constitutes alegal, valid and binding obligation of Buyer, enforceable against it in accordance with itsterms, except insofar as enforceability may be limited by bankruptcy, insolvency,moratorium or other laws which may affect creditors' rights and remedies generally and byprinciples of equity (regardless of whether enforceability is considered in a proceeding inequity or at law).

12\95948\2 -# 2292375 v3

5.3. No Conflict: Governmental Filings. The execution, delivery andperformance of this Agreement by Buyer, and the consummation by Buyer of thetransactions contemplated hereby, do not and will not constitute or result in, (i) a conflictwith or violation of any Law applicable to Buyer or by which any material property or assetof Buyer is bound or affected, or (ii) a breach or violation of, a default under, the accelerationof any obligations under, or the creation of any Lien (with or without notice, lapse of time orboth) on the assets of Buyer, the Organizational Documents or any Contract or agreementbinding upon Buyer, or any Law or governmental or non-governmental permit or license towhich Buyer is subject.

5.4. Registration of Securities. Buyer acknowledges that the TransferredUnits have not been registered under the Securities Act of 1933 and must be held indefinitelyunless the Transferred Units are subsequently registered or, in the opinion of counsel to theCompany, an exemption from such registration is available. Buyer further acknowledge thatthere will be no market for the Transferred Units and, as a result, Buyer may be unable to sellor dispose of any part of the Transferred Units. Buyer has read the Operating Agreement andunderstands and agrees to abide by all of the restrictions and limitations set forth therein withrespect to any disposition or sale of the Transferred Units.

5.5. Risk. Buyer acknowledges that purchasing the Transferred Unitsinvolves a high degree of risk and Buyer has taken full cognizance of and understands all ofthe risk factors relating to the purchase of the Transferred Units. Buyer understands that noprivate placement memorandum has been prepared or distributed in connection with thisinvestment, but in lieu thereof, Buyer has been provided with an adequate opportunity to askSeller questions about the Company and review any documents that Buyer deems material topurchasing the Transferred Units. Buyer has specifically been encouraged to consult Buyer'sown legal, tax, accounting and financial advisors with respect to the proposed purchase of theTransferred Units. Buyer further acknowledges that Buyer is entering into this transactionbased on its own knowledge and independent investigation of the Company and withoutrelying upon any statements, representations, warranties or promises of any kind or naturewhatsoever made by the Company which are not expressly set forth herein. Buyer has hadan opportunity to ask questions and receive answers from the officers and managers of theCompany and to independently verify the accuracy of the information which Buyer deemsrelevant to make an informed investment decision.

5.6. Purchase Price. Buyer acknowledges and agrees that the PurchasePrice for each Transferred Units has been unilaterally determined by Seller and bears nodirect relation to the Assets, net worth or forecasted results of operations of the Company.Buyer acknowledges and agrees that Seller has made no representations ( expressed orimplied) of any kind regarding the current or anticipated profits of the Company, the value ofthe Transferred Units or the value of the Company or its Assets.

5. 7. Knowledge and Experience. Buyer and Buyer's representatives, ifany, have such knowledge and experience in financial and business matters as would enableBuyer to evaluate the merits and risks ofpurchasing the Transferred Units.

13\95948\2 -# 2292375 v3

5.8. Professional Guidance. Buyer represents that it has had ample timeand opportunity to obtain and rely upon professional advice with regard to the investment,tax and legal matters or consequences of this transaction.

5.9. Broker's or Finder's Fees. All negotiations relating to this Agreementand the transactions contemplated hereby have been carried on by or on behalf of Buyer insuch a manner as not to give rise to any claim against Seller or Buyer for a finder's fee,brokerage commission, advisory fee or other similar payment.

ARTICLE VI

CONDITIONS TO CLOSING

6.1. Conditions Precedent to Seller s Obligation to Close. The obligationsof Seller pursuant to this Agreement are contingent upon satisfaction and Buyer'sperformance of the following conditions and the failure of any one of these conditions shallrelieve Seller from all of its obligations pursuant to this Agreement:

(a) Buyer providing Seller with all documents identified in Section3.3 and Buyer performing all of its obligations pursuant to thisAgreement;

(b) Buyer providing Seller with a certificate certifying that all ofBuyer's representations and warranties contained in thisAgreement are true and correct as of the Closing Date and thatall such representations and warranties shall survive theClosing;

(c) the Company's lender, Centennial Bank, or its successor ininterest (as applicable, the "Lender"), delivering its writtenconsent to the Company and Seller authorizing the transactionscontemplated by this Agreement without cost or penalty to theCompany or Seller; and

( d) Buyer executing and delivering to the Lender any guarantees orother agreements which the Lender may require as a conditionto providing its consent as described in subsection (c)immediately above.

6.2. Conditions Precedent to Buyer s Obligation to Close. The obligationsof Buyer pursuant to this Agreement are contingent upon satisfaction and Sellers'performance of the following conditions and the failure of any one of these conditions shallrelieve Buyer from all of its obligations pursuant to this Agreement:

14\95948\2 -# 2292375 v3

(a) Seller providing Buyer with all documents identified in Section3.2 and Seller perfonning all of their obligations pursuant tothis Agreement·

(b) Seller providing Buyer with a certificate certifying that all ofSellers ' representations and warranties contained in thisAgreement are true and con-ect as of the Closing Date and thatall such representations and warranties shall survive theClosing;

( c) the Lender delivering its written consent to the Company andSeller authorizing the transactions contemplated by thisAgreement without cost or penalty to the Company or Seller;and

(d) Buyer executing and delivering to the Lender any guarantees orother agreements which the Lender may require as a conditionto providing its consent as described in subsection (c)immediately above.

ARTICLE VII

NOTICES

7.1. Notice. Any notice or communication pursuant to this Agreementshall be in writing and shall be deemed given by one pruty to the other party if personallydelivered or if it is addressed and mailed in a depository under the exclusive control of theUnited States Postal Service, postage prepaid, certified mail, return receipt requested, to thehereinafter designated address, (or at such other address for a party as shall be specified bylike notice):

To Seller: RJW Holdings, LLCAttn: Rebecca Winemiller, Manager6140 Dovecote LaneMemphis, TN 38120

With a Copy To: GrayRobinson, P.A.Attn: Philip F. Nohrr, Esq.1795 W. Nasa Blvd.Melbourne, FL 32901

To Buyer: Hightower Development LLCAttn: Don A. Facciobene, Manager5055 Babcock Street NESuite 4 Palm Bay, FL 32905

15\95948\2 -# 2292375 v3

With a Copy To: Frese, Whitehead & Anderson, P.A.Attn: Gary B. Frese, Esq.2200 Front Street Suite 301 Melbourne, FL 32901

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1. Survival of Representations: Remedies, etc. All statements containedin this Agreement, or in any certificate or document delivered by Seller or Buyer inconnection herewith shall be deemed representations and warranties by Seller or Buyer, asthe case may be. All representations, warranties and agreements made by Buyer and Sellercontained herein shall survive the execution and delivery of this Agreement and the Closingfor a period of twelve months.

8.2. Non-Exclusivity of Remedies. No remedy herein conferred upon anyperson is intended to be exclusive ofany other remedy and each and every such remedy shallbe cumulative and shall be in addition to every other remedy given hereunder, now orhereafter existing at law or in equity, by statute or otherwise.

8.3. Entire Agreement. Except as specifically stated herein, thisAgreement and all schedules, exhibits, certificates, and documents associated herewithconstitute the entire agreement between the parties and supersedes all agreements,representations, warranties, statements, promises and understandings not specifically setforth in this Agreement or in the certificates or documents delivered in connection herewith.Neither party has in any way relied, nor shall in any way rely, upon any oral or writtenagreements, representations, warranties, statements, promises or understandings notspecifically set forth in this Agreement or in such certificates or documents.

8.4. Successors and Assigns. Except as otherwise provided in thisAgreement, all covenants and agreements of the parties contained in this Agreement shall bebinding upon and inure to the benefit ofthe respective heirs and assigns ofthe parties hereto.

8.5. Expenses. Whether or not the transactions contemplated hereby shallbe consummated, Buyer and Seller agree to pay their own expenses incurred in theconsummation of this Agreement and the transactions contemplated hereunder, except asspecifically provided for in this Agreement. Buyer shall pay and hold Seller harmless fromand against any documentary stamp or other taxes payable as a result of the consummation ofthe Sale, excluding any income taxes that may be payable by Seller.

8.6. Finder's Fees or Broker's Commissions. No party shall be obligatedto pay any finder's fee or broker's commission in connection with the transactioncontemplated by this Agreement. In the event any claim is asserted by any purported finder

16\95948\2 - # 2292375 v3

or broker for a finder 's fee or broker's commission, the party alleged to be responsible forarranging such finder 's fee or broker's commission shall indemnify and hold harmless theother pa11y from any liability therefor.

8.7. Governing Law: Jurisdiction: Venue: Service of Process.Agreement shall be construed and enforced in accordance with and governed by the lawsThis

ofthe State of Florida. Each party hereby submits itself to the exclusive in personamjurisdiction of the state and federal courts in and for Brevard County, Florida. Anyproceedings arising under or in connection with this Agreement shall be brought exclusivelyin such courts. Each party expressly waives any objection which he or she may have to thelaying ofvenue or any such suit, action or proceeding in any of such courts.

8.8. Counte1:parts. This Agreement may be executed in two or morecounterparts each ofwhich shall be an original, but all ofwhich together shall constitute oneand the same instrument. A copy of this Agreement or any other document, instrument,certificate or other writing signed by any party and transmitted to the other party by facsimileor by e-mail in which such party's signatw·e bas been recorded by electronic scanning priorto the dispatch of the e-mail shall be deemed to be an originally executed document for allpurposes of this Agreement.

8.9. Amendments. Neither this Agreement nor any term hereof may bemodified, changed, waived, discharged or terminated orally, but only by an instrument inwriting signed by the party against which enforcement of the modification, change, waiver,discharge or termination is sought.

8.10. Headings. The headings in this Agreement are for purposes ofreference only and shall not limit or otherwise affect the meaning hereof.

8.11. Savings Clause. The invalidity or unenforceability of any particularprovision of this Agreement shall not affect the other provisions, and this Agreement shall beconstrued in all respects as if such invalid or unenforceable provisions were omitted.

8.12. Assignment. This Agreement shall not be assigned by the Buyer orthe Company.

8.13. Enforcement Costs. In any action, suit, arbitration or other proceedingadsing out of or connected with this Agreement, the prevailing party shall be entitled torecover from the other party its reasonable attorney's fees and court costs incurred in suchaction, suit, or other proceeding, including pre-judgment and post-judgment activities.

8.14. Preamble and Recitals. The above preamble and recitals are true andcorrect and are incorporated into the body of this Agreement by this reference.

8.15. Legal Representation.

17\95948\2 - # 2292375 v3

(a) SELLER HEREBY ACKNOWLEDGES AND AGREESTHAT FRESE, WHITEHEAD, ANDERSON, ANDERSON &HEUSTON, P.A. AND THE ATTORNEYS THEREOFHAVE REPRESENTED ONLY BUYER IN THEPREPARATION AND NEGOTIATION OF THISAGREEMENT. SELLER HEREBY ACKNOWLEDGESAND AGREES THAT IT HAS NOT BEEN REPRESENTEDBY FRESE, WHITEHEAD, ANDERSON, ANDERSON &HEUSTON, P.A. AND THE ATTORNEYS THEREOF INTHE PREPARATION AND NEGOTIATION OF THISAGREEMENT. SELLER FURTHER CONSENTS TO THEREPRESENTATION OF THE CO:MPANY BY FRESE,WHITEHEAD, ANDERSON, ANDERSON & HEUSTON,P.A. AND THE ATTORNEYS THEREOF IN THE FUTURE.EACH PARTY TO THIS AGREEMENT AGREES TOEXECUTE ANY DOCUMENTS NECESSARY TOEVIDENCE ITS WAIYER OF ANY APPARENT OR REALCONFLICT OF INTEREST IN THE REPRESENTATION OFBUYER IN CONNECTION WITH THIS AGREEMENT ORIN CONNECTION WITH THE REPRESENTATION OFTHE COMPANY IN THE FUTURE.

(b) BUYER HEREBY ACKNOWLEDGES AND AGREESTHAT GRAYROBINSON, P.A. AND THE ATTORNEYSTHEREOF HAVE REPRESENTED ONLY SELLER IN THEPREPARATION AND NEGOTIATION OF THISAGREEMENT. BUYER HEREBY ACKNOWLEDGESAND AGREES THAT IT HAS NOT BEEN REPRESENTEDBY GRAYROBINSON, P.A. AND THE ATTORNEYSTHEREOF IN THE PREPARATION AND NEGOTIATIONOF THIS AGREEMENT. BUYER FURTHER CONSENTSTO THE REPRESENTATION OF THE COMPANY BYGRAYROBINSON, P.A. AND THE ATTORNEYSTHEREOF IN THE FUTURE. EACH PARTY TO THISAGREEMENT AGREES TO EXECUTE ANYDOCUMENTS NECESSARY TO EVIDENCE ITS WAIYEROF ANY APPARENT OR REAL CONFLICT OF INTERESTIN THE REPRESENTATION OF SELLER INCONNECTION WITH THIS AGREEMENT OR INCONNECTION WITH THE REPRESENTATION OF THECOMPANY IN THE FUTURE.

[Signature Page to Follow]

18\95948\2 -# 2292375 v3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted by their own hand or the hand or their duly authoiiz ·~epresentatives as of thedates set forth below. ·

BUYER:

SELLER: RJW HOLDINGS, LLC

B~S/P:~~=c~ebeccaWinemiller, Manager

19\95948\2 - 2292375 v3

EXHIBIT A

PRE-SALE UNIT OWNERSHIP

Member: Member Designeefs}: Class: #of Units: Type: RJW Holdings, LLC, a Delaware Rebecca Winemiller and Lake limited liability company Jimmy Winemiller Washington 100,000 VotingRJW Holdings, LLC, a Delaware Rebecca Winemiller and limited liability company Jimmy Winemiller Satellite 100,000 Voting

20\95948\2 -# 2292375 v3

EXHIBIT B

POST-SALE UNIT OWNERSHJP

Member: Member Designee{sJ: Class: #of Units: Type: RJW Holdings, LLC, a Delaware Rebecca Winemiller and Lake limited liability company Jimmy Winemiller Washington 100,000 VotingHightower Development LLC, a Don Facciobene and Florida limited liability company Adam Facciobene Satellite 50,000 VotingRJW Holdings, LLC, a Delaware Rebecca Winemiller and limited liability company Jimmy Winemiller Satellite 50,000 Voting

21\95948\2 - # 2292375 v3

EXHIBITC

SIGNATURE PAGE

See attached.

22\95948\2 - # 2292375 v3

WOODSHIRE-BREVARD, LLC

COUNTERPART SIGNATURE PAGEOF

AMENDED AND RESTATED OPERATING AGREEMENT

The undersigned is a Member of Woodshire-Brevard, LLC, a Florida limitedliability company (the "Company"), has reviewed the Amended and Re, tated OperatingAgreement of the Company, dated April 15, 2019, and acknowledges by the ex cution ofthis Counterpart Signature Page, that the undersigned will become bound by the termsand conditions thereof.

HIGHTOWE a,VELOPMENT LLC, aFlorida lir

Address: 5055 Babcock Street NESuite 4 Palm Bay, FL 32905

Date Signed:

EXHIBITD

AMENDMENT

See attached.

23 \95948\2 - # 2292375 v3

TO

AME1"TDED AND RE TATED OPERATING GREEME.NT

HJ~ AMENDMENT (this "Amendment") is made ofth i L-'aay2019 by and among WOODSHIRE-BREVARD, LLC, aFloridf limited liability company (Lhe " ' ompi:iny''), RJW HOLDINGS, LLC , aDelaware limited liability company ("RJW"), and HIGHTO\VER DEVELOPMENTLLC, a Florida limited liability company ("Hight r"), to that certain Amended andRestated Operating Agreement, dated April 15, 2019 (the '·Operc1ting Ae:reement"), byand among the Company, RJW and Hightower.

RECITALS

A. The parties desire to amend the Operating Agreement in accordance withthe terms hereof

AMENDMENT

NOW, THERE-FORE, in consideration of the mutual covenants and agreementshereinafter set forth, the parties agree as follows:

l. Introductory Material. The above introductory paragraph and recitals(includ ing the definition contained in each) are tru and correct and are herebyincorp rated into the body of thi Amendment by this reference.

2. Capitalized Terms. Capitalized terms not otherwise defined in thisAmendment shall have the same definitions ascribed to them in the OperatingAgreement.

3. Amendment to Section 3.8(d) of the Operating Agreement. Section3.8(d) of the Operating Agreement is hereby deleted in its entirety and replaced with thefol! ,~ting language:

"(cl) Notwithstanding anything else provided in this Section 3.8, eachMember and its assoctated Member Designee(s) shall only be obligated toguaranty indebtedness utilized in the Profit Ccntcr(s) in which suchMember owns an interest by virtue of owning Units of the particular Classthat represents the aggregate interests in such Profit Center. Therefore,Hightower Development, LLC and its associated Member Designee(s) shallhave no obligation or liability under this Section 3.8 for any guaranty

\l)5CJ4H',2 -t:n7140J vS

executed by any Member or Member Designee in favor of Centennial Bankto secure the loan evidenced by that certain Secured ConstructionPromissory Note. dated May 19, 2016, in the original principal amount of$4,000,000.00. However, Hightower Development, LLC and its associatedMember Designee(s) shall be obligated and subject to liability under thisSection 3.8 for any guaranty executed by any Member or Member Designeein favor of Centennial Bank to secure the loan evidenced by that certainSecured Promissmy Note, dated June 7, 2017, in the original principalamount of$10,125,000.00."

4. Amendment to ction 5. I3(a) of the. Operating Agreement. Section5. I3(a) of the Operating Agreement is hereby deleted in its entirety and replaced with thefollowing language:

"(a) The Members holding Units of a particular Class may, from time totime, fix the number of Managers that shall serve on the Board of the ProfitCenter associated with such Class by the appro al of the holders of VotingUnits of such Class. Initially, the Satellite Board shall be comprised of two(2) Managers to b elected as set forth below. At all times while RJWHoldings, LLC, a Delaware limited liability company, is a holder ofSatellite Units, RJW Holdings, LLC (or its successor in interest) shall beentitled to elect one (I) Manager to the Satellite Board (the "RJWManager") by delivering written notice thereof to Hightower DevelopmentLLC, a Florida limited liability company. At all times while HightowerDevelopment LLC is a holder of Satellite Units, Hightower DevelopmentLLC ( or its successor in interest) shall be entitled to elect one ( l) Managerto the Satellite Board (the "Hightower Manager") by delivering writtennotice thereof to RJW Holdings, LLC."

5. Amendment to ection 5.13(b) of the Operating Agreement. Section5. I 3(b) of the Operating Agreement is hereby deleted in its entirety and replaced with thefollowing language:

"(b) Unless a Manager resigns or is removed, each Manager shall serveuntil such Manager's successor has been elected and qualified to serve.Except as provided below in this Section 5. I 3(b), a Manager that is part ofa Board may be removed at any time, with or without cause, upon themajority vote of holders of Voting Units of the Class associated with suchBoard at a meeting expressly called for the purpose of such a vote. TheRJW Manager may only be removed by RJW Holdings, LLC deliveringwritten notice thereof to the RJW Manager and Hightower DevelopmentLLC. The Hightower Manager may only be removed by HightowerDevelopment LLC delivering written notice thereof to the HightowerManager and RJW Holdings, LLC. The removal of any Manager shall be

\9594W-2-i1227140J v5

immediate, unless otherwise specified, and without prejudice to the rights,if any, of the Manager under any employment contract with the Company.If the Manager is a Member, such Manager's removal shall not affect anyrights such Manager has as a Member, nor shall it constitute a withdrawalfrom membership."

6. . mendment to Section 5.13(d) of the Operating Agreement. Section5. l3(d) of the Operating Agreement is hereby deleted in its entirety and replaced with thefollowing language:

"(d) A vacancy shall exist if any Manager is removed, resigns or dies, ifthere is an increase in the number of authorized positions of Manager or ifthe Members fail to elect a sufficient number of Managers to fiU theauthorized positions. If a vacancy occurs, the vacancy shall be filled by theremaining Manager or Manager until a successor Manager is elected;provided however, a vacancy relating to the Hightower Manager or theRJW Manager may only be filled by the designation of a new Manager asprovided in Section 5.l3(a). lfwithin ten (10) business days of a vacancybeing created with respect to the Hightower Manager or the RJW Managersuch vacancy has not been filled by the appointment of a new Manager inaccordance with Section 5. l 3(a), such vacancy may be filled by theremaining members of the Satellite Board after providing written noticethereof to all holders of Satellite Un its."

7. Addition of Section 12.17 to the Or>eratine Aereement. The followingSection 12.17 is hereby addecl to the end of Article 11 of the Operating Agreement:

"Section 12. I 7 Representation. This Agreement was prepared by .BradleyF. White, Esq. of GrayRobin on, P.A., who represent RJW Holding ,LLC, and by Gary B. Frese, Esq. of Frese, Whitehead, Anderson, Anderson& Heuston, P.A., who represents Hightower Development LLC. Thepreparation of this Agreement and any other document related to theCompany by Bradley F. White, Esq. or GrayRobinson, P.A., or Gary B.Frese, Esq. or Frese, Whitehead, Anderson, Anderson & Heuston, P.A.,shall not constitute representation by Bradley F. White, Esq. andGrayRobinson, P.A., or Gary B. Frese, Esq. and Frese, Whitehead,Anderson, Anderson & Heuston, P.A., of the Company or any otherMembcr(s). Fmiher, each of the Members hereby consent to the futurepreparation of any document related to the Company by Bradley F. White,Esq. or GrayRobinson, P.A., or Gary B. Frese, Esq. or Frese, Whitehead,Anderson, Anderson & Heuston, P.A., and acknowledges that thepreparation of any such document shall not constitute representation of theCompany or any other Member(s)."

'95941\\2 -ff 227 1403 v5

8. Amendment to Exhibit A to the Operating Agreement. Exhibit A to theOperating Agreement is hereby deleted in its entirety and replaced with Exhibit Aattached hereto.

9. Future Acts. Each party to this Amendment agrees to perform all furtheracts necessary to effectuate the intent of this Amendment.

10. Deemed Originals. A copy of this Amendment or any other document,instrument, certificate or other writing signed by any party and transmitted to any otherparty by facsimile or by email in which such first party 's signature has been recorded byelectronic scanning prior to the dispatch of the email shall be deemed an originallyexecuted document for all purposes of this Amendment.

11. Continuing Effect. Except as modified by this Amendment, the OperatingAgreement shall remain unchanged and in full force and effect.

[Signature Page to Follow}

\95948'2 -II 2271403 v5

IN WITNESS WHEREOF, the parties hereto have executed this Amendment asof the date first written above.

WOODSHIRE-BREVARD, LLC

s'2:x¼oRebecca Winemiller, President

RJW HOLDINGS, LLC

8~)0 Q (t(:O\U A~Rebecca Winemiller Manager

1I

HIGHTOo/: EVELOPMENT LLC I .

IBy:_ ___._ ______ _ ____ D

\95948\2 - II 2271403 vS

li:XHIBIT A

Member Information

Mtrnb ,: Pl of Units: R.IWHoldln , lLC. ., ~law<'lre Lt elimited liabiliW comp n Jimmie W n mille, Wa hint HX),000 Vohng_l-llglitowf'• Oevelopl'Tll'nt LLC. a Dori FKClob~nt andFlonda- limited li,1b1!1 com ;i"' Adam Far.dob(:ne Sa! tlit.r 50,00 Vou,sRJWHoldlngs. lLC a ~lawitrt Rebtcc-• WlnemlllNal'ld

J, m,e Nlnem1ll , S,a1ell h.• 50000 Votin

\95948\2 - Ii 2271403 v;

EXHIBIT E

GUARANTIES

See attached.

24 \9594812 - # 2292375 v3

THIS G ARANT (thi-· · Guaranty'') i. effective as of the 24th da of April, 20 19, byDO, A. FACCIOBE. ;E, an indi idual ("Guarantor'') with a mailing a<.ldre ·s f 3530 Legh rnRoad Malabar, FL 32950, in favor of WOOD HTRE-BRE ARD, LL , a Florida limit -dliab ility company (the · ompany'') each individual and entity that is a member f the Companyor a Member De ignec (n · h reinafter de tined), on the dat hereof (the "Current Member · '), andeach indi ·idual and cnlily that become a member of the Company or a Member D ignee,during the period of time that Guarantor is a member of the Company (lh1: "future Memberand, jointly and severally with the Current Members and each of their successors and assigns. the '

"Members''). RECrT LS :

WllER EAS, Guarantor is a member of Hightower Development LLC, a Florida limitedliability company ("Hightower");

WHEREAS, Hightower is a pany to the Company'· Amended and Re lated OperatingAgreement, dated April LS 2019, as amended from time to lime (the "Operating Agreement"); WTIEREA Hightower has de ignated Guarantor as oue of its Member Desi0 nee (asde fin d in the Operating Agreement) and, pursuant to Section 3.8 of Ille Op rating AgreementHightower ha agreed to cause ach of its Member De ignees to execute a guaranty in favor ofthe Compan and the Members; and

WHEREAS, Guarantor has determined that it is in the best interest and to the directadvantage of Guarantor to provide this Gu rnnty in order to induce the Company and the?vfembers to admit Hightower as a member of the Company.

AGREEME T: NOW, THEREFORE, for Ten Dollars ($10) in hand paid and in consideration of thepromises and the mutual covenants and agreements set forth herein, Guarantor hereby agrees asfollows:

l . Definitions: Rules of Construction. Capitalized terms used h ,rein, unlessotherwise defin d, shall have the meanings ascribed to them in the perating Agreement. Asused here in, th words' herein ' ' ''hereo( · "hereunder," and "hereon" hall ha e retcrcnce lo thisGuaranty taken a· a whole and not to an, partiwlar provision hereof; and the word "including"shall m a11 'including. v i1hout limitation."

2, Guarantv. (a) Guarantor her by uncond itiona lly and absolutely guarnatces toCompany and Lhe M mbers the due and punctual paymeoL, performance and discharge or all ofITightowcr' liabilities and obligations sel forth in Section .,.8 of the Op rati.Jlg Agreement,including any amendments or supplement th .reto (the "Transaction Docum~nt ')direct or indirect, ab olute r contingent s cured or un whether

urecl , due or lo becume due join! or

'•,9594~12 - 2275394 ,2

sev ral primary or econdary. liquida1cd or unliqu idated, uow ex isling or hereafter incurred,created or ari. ing, and how~oever evidem:ed , whether creat d dircc1ly to or acquired bya signment or otherwise and , heth r Hightower may be liable individually or jointly withothers. and regard le s of whether recovery upon any of such ob ligations becomes barred by anystatute of limitations, is void or voidable under any law re lating to fraudulent obligat ion orotherwise or is or becomes invalid or unenforceabl for any other reason (all of rh obligationsbeing jointly referred to herein as the ;'Guaranteed Obligation ') .

rf and to the extent the ompany or the Member receive any paymen1 onac oum or any (b) of the Guaranteed Obligations (\.\'heth r from lightov er, Guarantor or a thirdparty obligor) and ucn payment or any" part thereof is ub. equ ntly invalidated. declared 10 befraudulent or pr forential, set a idc or required to be repaid to a tnrstcc receiver or any otherpeJson under any state, federal or foreign bankruptcy or other insolven: law, common law orequitable cause, then the part of the Guaranteed Obligatiou. intended to be satisfied shall berevived and continued in full force and effect as if said payment had not been made. Theforegoing provisions of this paragraph shall survive payment in full of the obligations under theOperating Agreement and the termination of this Guaranty.

(c) The Company and the Members shall have the right to seek recourseagainst Guarantor to the full extent provided for in the Trnnsaction Documents and herein andagainst Hightower to the ful I extent provided for in the Transaction Documents. No election toproceed in one form of action or proceeding, or again l any person or on any obligation shallconstitute a waiver of the Company's or the Members ' rigbl to proceed in any other form ofaction or proceeding or against any other person, unkss the Company or the Members haveexpre ly waived such right in writia.g. p -c ifically, but without limiting the generality of tbeforegoing, no action or proceeding by the Company or the Members against Hightower under theTnu aeti n Document or any other in ·trumeut or agreement evidencing or securing theGuaranteed Obligations shall ser e to diminish the liability of Guarantor for the unpaid orunperformed Guarani ed Obligations.

3. Nature of Guarantv. This Guaranty i a primary, immediate and originalobligation of Guarantor; is an absolute, unconditional, continuing and irrevocable guaranty ofpayment of the Guaranteed Obligations and not of collcctability only: i not contingent upon thexercise or enforcement by the Company or the Members of whatever right or remedic theCompany or the Members may have against Hightower or others, or the enforcement of any lienor other security that the Compauy or the Members may at any time possess; and shall remain infull force and effect without regard to future changes in condition Lncluding change of law orany invalidity or unenfo rceability of any or the Guaranteed Obl igations or agreementevidencing ame. This Guaranty shall be in addition to any other pre en! or future guaranty orother security for any of the Guaranteed Obligations, sh!'lll not be prejudiced or uncnfon.:eable bythe invalidity of any such other guaranty or securit~. and is nol conditioned upon r ubject to theexecution by any other person of this Guaranty or any other guaranty or suretyship agreement.

4. Pavment and Enforcement of Guaranteed Obligations. (a) If a default underLhc Transaction Documents lmll exist and shall be continuing, the ·ompany or the kmbersshall be entitled to enforce the obligations of Guarantor hereunder as if the GuaranteedObligations were then due and payable in full. If any of the Guaranteed Obhgations arc

collected by or through an attorney at law, Guarantor agrees lo plly to the Company and theMembers reasonable attorneys' fees and court costs. Guarantor shall be obligated lo makemultiple paymcnl under 1his Guaranty to the extent necessary to cause full payment of theGuaranteed Obligations.

(b) If for any reason Hightower is under no legnl obligation to di charge anyof the Guaranteed Obligations, or if any of the Guaranteed Obligation become unr coverablefrom Hightower by reason of Hightower's insolvency, bankruptcy, by oth r operation of law orfor any other reason, this Guaranty shall neverthel ss be binding on Guarantor to the same extentas if Guarantor had at all times been the principal obligor on all such Guaranteed Obligations. 5. Specific Waiyers of Guarantor. To the ti.tl lest extent permitted by applicablelaw, Guarantor doe hereby waive notice of tbe ompany · and the Members ' aceeptan ·e bercorand reliance hereon; notice of the extension of credit fr m 1im~to time by the Company or theMembers to Hightower and the creation, existence or acquisition of any Guaranteed Obligations·notice of the amount of Guarani ed Obligation:; of Higbtowcr or the Members to the Companyfrom time to time; notice of any adverse change in Hightower' financial condition or of anyother fact which might increase Guarantor's risk · notice of presentment for payment, demand,protest and notice thereof as to any instrnment; nolic ofdcfnult or accel ration· all other noticesand demands to which Guarantor might otherwise be entit l d· any right Guarantor may have bystatute or otherwise to require lh Company or the Members to institute suit against Hightowerafter notice or demand from Guarantor or to seek recourse first against Hightower or otherwiseor to realize upon any security for the Guaranteed Obligations as a condition to enforcingGuarantor's liability and obligations hereunder; any d fcn ,e t.hal Hightower may at any timhave or assert based upon the statute of limitations the statute of fraud , fai lure of c usideraticnfraud, bankrup1cy, lack of legal capacity, usury, or accord and sati faction : any defen c that otherindemnity, guaranty, or security was to be obtained; any defense or claim that any personpurporting to bind Hightower to the payment of any of the Guaranteed Obligations did not haveactual or apparent authority to do so; any dcfcn c or claim that any other act r failure to act bythe Company or the Members had the effect of increasino- Guarantor's risk of payment· and anyother I ga l or equitable defense to payment hereunder. Withou1 limiting the generality of theforegoing, Guarantor waives all rights to require Lhe Company or the Members to proceedagain l Hightower.

6. Guarantor's Consents and Acknowledgment . (a) Guarantor consents andagrees that, without notice to or by Guarantor and without reducing rel a ing, diminishingimpairing or oth r.vise affecting the liability or obligations of Guarantor hereunder, theCompany and the Members may (with or without consideration) compromise or settle any or theGuaranteed Obligations; accelerate the time for payment of any of the Guaranteed Obligations;extend the period of duration or the time for the payment, discharge or perforrnanc ofanyofthcGuaranteed Obligation · increase the amount of the Guaranteed Obligations; increase, decreaseor otherwise alter any applicable rate of interest or any amount payable with respect to theGuarontced Obligations or grant otller indu l6ences t Hightower in respect thereof; amend,modify t rminat e relea e, or waive the Operating Agreement, any provision therein or any otherdocumenl!i or agn:.:emcnts evid ncing, securing or othenvise relating to the GuaranteedObligation - (other tha,n thi Guaranty); extend the time of payment of any the GuaranteedObligations or make any compromise or settlement or agreement therefor.

\115948'2 - # 2275394 v2

(b ,uara111or is fully awar . f lfighwwer fina ncial condition. Gt1ar:i.ntor i.i11 a posi tion to and hereby a . umcs full rep n ibility for obtain ing any additional informationconcerni.ng llightower 's finaa.cial condition a:obligation b reundcr and

Jllarant >r may deem material to Guarantor ',uarantor is not rd ing upon or expecting Lhe Company or theMemb r to furnish Gt1aramor any information in th· Company' or th !embers· po se sioncone rning Hightower s fuiancial condition.

7. Continuing ature of Guaranty. Thi Guaranty shall continue in full force andffect until the Guaranteed Obligations have been full paid and discharged (or, in the case ofcontingent obligation a. required by tbe Transaction Docnm nt. ). To the fi.lllest extentpermitted by applicable la1.v Guarantor waive · any right that Guarnnt< r may have to terminate orr vokc th i Guaranty.

8. Notices . Al I notice-, dt mands, requests, consents, approvals and othercommunications required or permitted hereunder mu t be in writing and shall b effective uponreceipt by the noticed party. Regard les of' the manner in " hicb notice i. provided, notice. maybe . ~nl t the adc.lres e for the Company and Guarantor set forth below, or Lhe address tor anyMember on file with the ompany, rt uch other addres as erther Guarantor, the 'ornpany orthe Members may give 10 the other for such purpos · in ace rdancc \.Vith this paragraph: Guarantor: Don A. Facciobene

3530 Leghorn RoadMalabar, FL 32950

With a Copy To : Frese, Whitehead, Anderson, Anderson & Heuston,P.A. Attn: Ga1y B. Frese, Esq.2200 Front StreetSuite 301 Melbourne, FL 32901

Company: Woodshire-Brevard, LLCAttn: Rebecca Winemiller, Manager6140 Dovecote LaneMemphis, TN 38120

With a Copy To: GrayRobinson, P.A.Attn: Ph ilip F. Nohrr, Esq.1795 W. Nasa Blvd.Melbourne, FL 3290 I

9. Governi ng Law: wue. Thi. Guaranty, all act · and lransactions hereunder andthe ri~llt and obligations of the parties hereto ·hall be governe I, onstrued and intcrpr ledaccording to the inlernal law of the State of Florida. All actions suits or rroceedings arisingdirectly or indirectly h r under shall be brought exclu ·ively in the courts of record of the State ofFlorido in Brevard County and Guarantor hereby xpr sly con cnt to lbe jurisdiction of anysuch court and agree · that any servic of pro ·ess in such aclion or proceeding may be made by

··.95~4~'-2 - Ii 2275394 v2

per onal . er ic.: upon Guarantor wherever uarantor may be th t:n I catl'd. or by certified orregister d mail directed t Guarantor a1 Guarani r' la t known address: provided, bowcv r. thatthe foregoing ·hall not pre cot tbc Company or the Members from bringing arty action,enforcing any lien r judgrni;nt or x.erci ing any rights or remc:dies agai11s1 Guar:rntor, againstany collateral, or against any property of Guarantor, within any other ·oLmly. tale or otherforeign or domesti~ juri diction. GuarnnLor waives any objection to venue and auy obj1.;ctionbased on a more convenient form in any action instituted under thi Guaranty. 10. Successors and A ig11S. All the rights, benefits and privileges of the Companyand the Member. hall e I in, and be enforceable by the Company and the Members and lbeLrrespective transfcrc s uccessors and a. , ign . This Guaranty shall be binding upon Guarantorand Guarantor's estat', h irs, successors and assigns.

1J. Mi cellaneous. This Guaranty expre ses the entire under tanding of the parti1::with resp ·ct to the subject matter hereof and may not b changed orally and no obligation ofGuarantor can be released or wai ed by Lhe Company or the Member except in a writ.ing ign dby the ompany and the M mber . Tr any part of th is Guaranty is determined to b invalid, theremaining provi. ions of this Guaranty shall be unatfocled and shall remain i.n full forc 3

effoct. No delay or omi sion on the Company' or the Members part t exercise any righl and

orpower arising hereunder will impair nny such right or power or be considered a waiver of anyuch righl or power nor will the Company's or 1he Members' action or inaction impair any suchright or power. and al l of the C<,mpany' and lb Members ' right. and remedies hereunder arecumulative and not exclusive of any other right or remedies that the Company or the Membersmay have under other agreement . at law or in equity. Time is of the e enee of this Guaran1yand ofeach provi ion h reof. Th s ction h ading rn this Guaranty are inserted for conveni oi.:cof reterence {rnly and sha ll in no wa, alter, modify or define, or be used in construing, the text ofthis Guaranty. This Guaranty may be executed in multiple counterparts, all of which takentogether shall constilut one and the same Guaranty and the signature page of any counterpartmay be removed therefrom and attached to any ther counterpart.

[Signarure Page to Follow]

195948':2 ·11 2275J94 ,2

IN WITNESS WHEREOF, Guarantor has caused this Guaradelivered on the day and yt::ar first wri1tcn above.

GUA R

. acciobcne, an individual

GUARANTY

THIS GUARANTY (this "Guaranty") is cftective as of the 24th day of April, 2019, byADAM L. FACCIOBENE, an individual ("Guarantor'') , with a mailing address of 2455Cottonwood Avenue, Melbourne, FL 32904, in favor of WOODSHIRE-BREVARD, LLC, aFlorida limited liability company (the "Company"), each individual and entity that is a memberof the Company, or a Member Designce (as hereinafter defined), on the date hereof (the "CurrentMembers"), and each individual and entity that becomes a member of the Company, or aMember Designee, during the period of time that Guarantor is a member of the Company (the"Future Members" and, jointly and severally with the Current Members and each of theirsuccessors and assigns, the "Members").

RECITALS:

WHEREAS, Guanmtor i~ a mernber of Hightower Development LLC, a Florida limitedliability company ("Hightower");

Wl IEREAS, Hightower is a parLy to the Company's Amended and Resratccl Op ratingAgreement, dated April 15 2019, as amended from time to lime (the " )pcrating Agreement' ')·

WHEREAS, Hightower has designated Guarantor as one of its Member Designees (asdefined in the Operaling Agreement) and, pursuant to Section 3.8 of the Operating Agreement,Hightower has agreed to cause each of its Member Designees to execute a guaranty in favor orthe Company and the Members; and

WHEREAS, Guarantor has dctennined that it is in the best interest and to Lhe directadvantage of Guarantor to provide this Guaranty in order to induce the Company and theMembers to admit Hightower as a member of the Company.

AGREEMENT:

NOW, THEREFORE, for Ten Dollars ($10) in hand paid and in consideration of thepromises and the mutual covenants and agreements set forth herein, Guarantor hereby agrees asfollows:

1. Definition ; Rules of Construction. Capitalized terms used herein, unlessotherwise defined, shall have the meanings ascribed lo tbem in the Operating Agreement. Asused herein, the words "herein," ''hereof," ''hereunder," and "hereon" shall have reference to thisGuaranty taken as a whole and not lo any particular provision hereof; and the word "including"shall mean "including, without limitation.''

2. Guaranty. (a) Guarantor hereby unconditionally and absolutely guarantees toCompany and the Members the due and punctual payment, performance and discharge of all ofJ-IighlDwcr's liabilities and obligations set forth in Section 3.8 of the Operating Agreement,including any amendments or supplements thereto (the "Transaction Documents"), whetherdirect or indirect, absolute or contingent, secured or unsecured, due or to become due, joint or

·,.95948\2 .r, J275513 vl

several, primary or secondary, liquidated or unliquidatcd . now e ·i ·ling or h\;rcalkr incurrccJ ,created or arising, and howsoever evidenced, whether created directly to or acquired bya · ignmem or ot herwi ·e and whether Iligh1owcr may be liab l· individually or jointly withor her , and regardless of vvhether rccov ry upon any of uch obligation · become barred by anytntut of Jimit&tions i· void or voidable under any law relating to fraudu lent obligations orotherwise or is or becomes invalid or unenforceable ri r any otJ1er rca on (all orthe obligationbeing jointly referred to herein as the "Guaranteed Ob ligations').

(b) If and to the extent the Company t) r the Members receive any paymentace< unt of nny of the Guaranteed Obligations (wheth r from HightO\ er, Guara ni r or ~1 third n

party bligor) and such payment or aoy part tl1ercof is subsequent ly invalidated declared to bfrauduknl or prt!ferential, set aside or req uin:d lo be repaid to a ITU lee receiver or any 01hcrperson under any stme federal or foreion bankrupt y or other inso lvency law common la orequitab le cau e. then the part or the (h1aranteed Obligations intended to be satisfied shall berevived and continued in full force and ffcct as if said payment had not been made. Theforegoing provisions of this paragraph shall survive payment in frill of the obligations under theOperat ing Agreement and the tem,ination of this Gttarnnty.

(c) Tbe Company and the Member, ·hall hav th right to 'eek recourseag,.1in ·t .1uarantor to the full extent provided lor 1n the Transaction Documents and herein andagainst Hightower to the full xtent provided for in the Transaction Documents. No election toproceed in on · form of action or proceeding or against any person or on any obligat ion, shal lcon. Litute a waiver of the Company's r lh Member·' right to proceed in an other form ofaction or proceeding or agaLnst any other per on unless lhe Company or the M mbers haveexpressly waived such right in writing. Specifically. but without limiting the genera lity of theforegotng no action or proceeding by the Co mpany or the Members against Hightower under theTrnnsaction Document: or any other in rrumcnt or l'lgreement evidencing or securing theuarunteed Obligations slu1 ll serve to <limini ·h the liability of Guarantor for the unpaid orunperrormed Guaranteed Obligations.

3. Nature of Guaranty. This Guaranty is a primary, immediate and origim1lobligation of Guarantor· i an absolute, unconditional, conlinuiug and irrevocable guaranty ofpaymcut of the Guaranteed Obligations and not of collectability only· i not contingent upou thee ·erci e or e,tforcement by the ompany or the Members of what.ever right or r medie · thompany or the Memb r may have again t l·lightow r or otbcrs, or the enforcement of any lienor other s~curity that the ompany or the M mbers may at any tim possess; and sl1all remain infull force and effect without regaJd to future changes in cond ition including change or law orany invaliJity or unen[orceability or any or the Gu.1rn11tced Obligation or agreem utsiden ing same. This Guaranty shall be in addition l() any other pre cnt. or future guaranty orother security for any of the Guaran:teed Obligations shall not be prejudiced or unenforceable bythe invalidity of any uch oLh r guaranty or ecur1ty, and is 1101 conditioned Ltpo n or ubject to theexeculion by nny other per n of lhis Guaranty or any other guaranty or sur lyship agreement. 4. Payment and Enforcement of Guaranteed Obligotions. (a lf a default underthe Transaction Document sha ll exist and sha ll be continuing the Company or 1he M mbcrssha II be entitled to en force the obligations or Guarantor hereunder a · if the GuaranteedObligations were then due and payable in full. If any of the Guaranteed Obligation are

•,,9504 H•,2 - Mn755 I 3 ,2

collected by or through an attorney al law, Guarantor agrees to pay to the Company and theMembers reasonable attorneys' fees and court costs. Guarantor shall be obligated to makemultiple payments under this Guaranty Lo the extent necessary to cause full payment of theGuaranteed Obligations.

(b) If for any reason Hightower is under no legal obligation to discharge anyof the Guaranteed Obligations, or if any of the Guaranteed Obligations become unrecoverablefrom Hightower by reason of Hightower's insolvency, bankruptcy, by other operation of law orfor any other reason, this Guaranty shall nevertheless be binding on Guarantor to the same extentas if Guarantor had at all times been the principal obligor on all such Guaranteed Obligations.

5. 'pecific Waivers of Guarantor. To the fi.tllest extent permitted by applicablelaw, Guarantor does hereby waive notice of the Company's and the Members' acceptance hereorand reliance hereon; notice of the extension of credit from time to time by the Company or theMembers to Hightower and the creation, existence or acquisition of any Guaranteed Obligations;notice of the amount of Guaranteed Obligations of Hightower or the Members to the Companyfrom time to time; notice of any adverse change in Hightower's financial condition or of anyother fact which might increase Guarantor's risk: notice of presentment for payment, demand,protest and notice thereof as to any instrument; notice of default or acceleration; all other noticesand demands to which Guarantor might otherwise be entitled; any right Guarantor may have, bystatute or otherwise, to require the Company or the Members to institute suit against Hightowerafter notice or demand from Guarantor or to seek recourse first against Hightower or otherwise,or to realize upon any security for the Guaranteed Obligations, as a condition to enforcingGutirantor's liability and obligations hereunder; any defense that Hightower may at any timehave or assert based upon the statute of limitations, the statute of frauds, failure or consideration,fraud, bankruptcy, lack of legal capacity, usury, or accord and satisfaction; any defense that otherindemnity, guaranty, or security was to be obtained; any defense or claim that any personpurporting to bind Hightower to the payment of any of the Guaranteed Obligations did not haveactual or apparent authority to do so; any defense or claim that any other act or failure to act bythe Company or the Members had the effect of increasing Guarantor's risk of payment; and anyother legal or equitable defense to payment hereunder. Without limiting the generality of theforegoing, Guarantor waives all rights Lo require the Company or the Members to proceedagainst Hightower.

6. Cuarantor s Consents and Acknowledgments. (a) Guarantor consents andagrees that, without notice to or by Guarantor and without reducing, releasing, diminishing,impairing or otherwise affecting the liability or obligations of Guarantor hereunder, theCompany and the Members may (with or without consideration) compromise or setlle any of theGuaranteed Obligations; accelerate the time for payment of any of the Guaranteed Obligations;extend the period of duration or the time for the payment, discharge or performance of any of theGuaranteed Obligations; increase the amount of the Gt1aranteed Obligations; increase. decreaseor otherwise alter any applicable rate of interest or any amount payable with respect to theGuaranteed Obligations or grant other indulgences to Hightower in respect thereof; amend,modify. terminate, release, or waive the Operating Agreement, any provision therein or any otherdocuments or agreements evidencing. securing or otherwise relating to the GuaranteedObligations (other than this Guaranty); extend the time of payment of any the GuaranteedObligations or make any compromise or settlement or agreement therefor.

\95</4X·.2 -# 2275511 v2

(b) Guaranto r i folly awar of Hightower's financial condition. Guarantor isin a position to and hereby as. ume full responsibility for obtaining any additional informationconcerning Hightower's finanei,11 condition as Guarantor may deem material to Guarantorob ligati n hereunder nnd Guarantor is not relying upon or expecting the Comp.my or theMembers to furnish Juarantor any information in tho Company' · or the Membl!rs· posse ionconcerning H1gh1ower' · financial condition.

7. Continuing atu~e ofGuuanty. Thi Guara11ty sha ll conlinue in full fore ctmleffect until the Guaranteed Obligal ion · have b en fully paid :md discharg d (or, in the case ofcontingent obligations as requi red by the Transaction Document~)- To the fullest extentpermillecl by applicable law, Guarantor waives any right that Guarantor may have to tenninate orrevoke this Guaranty.

8. otices. All notices, demands, requests, consents, approvals and othercommunications r quired or permitted hereunder must be in writing and shall be effective uponr1.:ceipt by the noticed party. Regardless of tbc manner in which notice i pro ided notices maybe s1:m to the addresses for the ornp,my and Guarantor sci forth below, or th address fo r anMcmb r on rile wi th tbe Company, or t'o su h other nddre s us ei ther Guarantor. the Company orth Member. may give I the olher for su h purpose in accordance with thi . paragraph: Guarantor: Adam L. Facciobene

2455 Cottonwood AvenueMelbourne, FL 32904

With a Copy To: Frese, Whitehead, Anderson, Anderson & Heuston,P.A. Attn: Gary B. Frese, Esq.2200 Front StreetSuite 301 Melbourne, FL 32901

Company: Woodshire-Brevard, LLCAttn: Rebecca Winemiller, Manager6140 Dovecote LaneMemphis, TN 38120

With a Copy To : GrayRobinson, P.A.Attn: Philip F. Nohn, Esq.1795 W. Nasa Blvd.Melbourne, FL 32901

9. Governing Law; Venue. Thi · Guaranty all ac ts and lrnnsaction. hereunder andthe rights and obligation· of the parties heretoaccording to th

hall be gov rncd e 11 trued and i11terprele<linternal laws of the State of Florida. All act ions. suits or proceedings aris ingdi.r t:((y or indirectly hereunder shall be brought exc lusively in the cowts ofrccord o[Lh State orFlorida in Brevard ounty and Gtrnranlor hereby expre· ly cons nl · to the jurisdicl ion of anysuch co Lui and agre~s that any service of procc s in uch act i n or proceedings may be made by

\95948\2 • µ 22755l J v2

personal service upon Guarantor wherever Guarantor may be then located, or by certified orregistered mail directed to Guarantor a1 Guarantor's last known address; provided, bowever, thatthe foregoing shall not prevent the Company or the Members from bringing any action.enforcing any lien or judgment or exercising any right! or rcmed1 again ' t Guarantor, againstany collateral. or against any properly of Guarantor. within any other county. stare or otherforeign or domestic jurisdiction. Guarantor waives any objection to venu , and any objectionbased on a more convenient form in any action instituted under thi Guaranty.

IO. uccessors and Assigns. All the rights, benefits and privileges of the Companyand the Member shall vest in, and be enforceable by the Company and the Members and theirrespective trnn fere s. . uccessor and a signs. This Guaranty shall be binding upon Guarantorand Guarnntor's c. tale heirs, succc. s rs and assigns.

11. Miscellaneous. This Guaranty expresses the entire understanding of the partieswith respect tu the subject matter hereof and may no1 be changed ornlly, and no obligation ofuarantor can be rclca. ed or waived by the omp::my or th ·' Members, except in a writing signedb the ompauy and the Members. If any par! of this Guaranty is determined to be invalid. therema ining pro isions or thi Guaranty ·hall bt! unaffected and shall remain in full force ander cct. o delay or omission on the Company'. or the Member ' part ro exercise any right orpo er ari ·ing hereunder will impair any such right or power or be con id •red a waiver of anysuch right or power, nor will th Company's or the Member 'action or inaction impair any suchright or power and all of the Company's and the Members ' rights and remedies hereunder arccumulative and not exclusive of any other rights or remedies that the Company or the Membersmay have under other agreements, at law or in equity. Time is of the esse11ct: of this Guarantyand or each provision hereof The section headings in this Guaranty are in rted for convenienceofrefer·nce only and hall in no way alter, modify or define, or be used in construing. the text ofthis Guaranty. This Guaranty may be executed in multiple counterparts, all of which takentogether shall constitl!te one and the same Guaranty and the signature page of any counterpartmay be removed therefrom and attached to any other counterpart.

[Signature Page to Follow]

\9594612 • fl 22 7551 3 v2

TN \VJTNESS WHEREOF, Guarantor has caused this Ciuaranty to be duly signed and delivered on the day and year first written anove.

\95ll4X \2 - # 22755 I 3 v2

EXHIBITF

DEVELOP.MENTAMEND.MENT

See attached.

2519594812 - # 2292375 v3

CFN 2015181285, OR BK 7450 Page 2195, Recorded 09/14/2015 at 04:36 PM, ScottEllis, Clerk of Courts, Brevard County

THIS INSTRUMENT PREPARED BYAND RETURN TO:David L. Smitll, Esq.GrayRobinson, P. A.

4,C/01 E. Jackson Street, Suite 2700Rlf Tampa, Florida 33602

UTILITY DEVELOPMENT ANDRECIPROCAL EASEMENT AGREEMENT WITH COVENANTS,

CONDITIONS AND RESTRICTIONS

TIDS UTILITY DEVELOPMENT AND RECIPROCAL EASEMENTAGREEMENT WITH COVENANTS, CONDITIONS AND RESTRICTIONS (the"Agreement") is made effective and entered into this 31 st day of August, 2015, by and betweenSATELLITE BEACH PARTNERS, LLC, a Delaware limited liability company (the "Parcel3 Owner"), MONTECITO CDD HOLDINGS, INC., a Florida corporation ("Parcel 2Owner") and MONTECITO COMMUNITY DEVELOPMENT DISTRICT, a local unit ofspecial-purpose government organized and existing under the laws of the State of Florida (the"District"). The District, the Parcel 3 Owner and the Parcel 2 Owner shall also hereinafter bereferred to collectively as the ''Parties," or each individually as a "Party."

RECITALS:

A. The Parcel 3 Owner is the owner of that certain real property situated in the City ofSatellite Beach, County of Brevard, State of Florida, more particularly described onExhibit "A" attached hereto and incorporated herein by this reference ("Parcel 3"). B. The Parcel 2 Owner is, as of the date of the recording of this Agreement, the owner ofthat certain real property situated in the City of Satellite Beach, County of Brevard, Staleof Florida, more particularly described on Exhibit "B" attached hereto and incorporatedherein by this reference ("Parcel 2").

C. The District is a local unit of special-purpose government created pursuant to Florida law.The geographic boundaries of the District (the "District Property") encompassapproximately 10 l.98 acres, including but not limited to Parcel 2, Parcel 3, and certainother real property owned by or dedicated to the District or over which the District haseasement rights. All real property within the District Property that is owned by ordedicated to the District or over which the District has easement rights, and any realproperty or easement rights subsequently acquired by" the District is collectively definedherein as the "District Paree.ls". As the District does not own or control all of the realand personal property within the District Property, it can only agree to perform itsobligations bereunder to the extent it owns or controls the real and personal propertyreferenced herein . Accordingly, the District is joining in this Agreement in order Lo binditself to the obligations, requirements and provisions relating to the use ofDistrict Parcelsas provided herein.

Fn._ACTJVE 4628328.5

OR BK 7450 PG 2196

D. As of the date hereof; the Parties intend that the utilities for Parcels 2 and 3 are to bedeveloped according to that certain utility plan attached hereto as Exhibit "C" (the"Utility Plan"), as such Utility Plan may be amended from time to time in a writingagreed to by the Parties.

E. The Parcel 2 Owner intends (without any obligation) to develop Parcel 2 as a residentialdevelopment ofup to 145 residential units (the "Parcel 2 Intended Use").

F. The Parcel 3 Owner intends (without any obligation) to develop Parcel 3 as a residentialdevelopment of up to 419 residential units (the "Parcel 3 Intended Use").

G. In order to develop Parcel 3 for the Parcel 3 Intended Use and Parcel 2 for the Parcel 2Intended Use, the Parties hereto need to enter into certain agreements with regard to theprovision and distribution of potable water, sanitary sewer, stormwater drainage, accesseasements and other utilities (collectively "Common Facilities").

H. The Parties hereto desire to impose certain easements, obligations and restrictions uponParcel 3, Parcel 2 and the District Parcels, for the mutual and reciprocal benefit andcomplement of Parcel 3, Parcel 2 and the District Parcels and the present and futureowners and occupants thereof, including but not limited to the construction, operation andmaintenance of the Common Facilities, upon the terms and conditions hereinafter setforth.

NOW, THEREFORE, in consideration of the above premises and of the covenants hereincontained, the Parties hereto hereby covenant and agree as follows:

ARTICLE IRECITALS AND DEFINITIONS

In addition to the defined terms included in the Recitals, the below terms and Definitionsshall apply to this Agreement.

I.I Recitals. The Recitals are incorporated herein by this reference as part of thisAgreement.

1.2 Definitions. The following key terms.shall have the meanings below and, unlessthe context clearly indicates otherwise shall include the plural as well as the singular.

(a) The term "Applicable Permits" shall mean those permits issued by anyregulatory authority or regulatory body associated with the Potable Water Distribution System,the Sanitary Sewer Collection System, the Water Detention and Drainage Facilities, or any Other ·Utility Faciliti•es, as those terms are defined below.

(b) The term ''Roadways" shall mean those collective roadways, sidewalks and otherright-of-way improvements, paving, curbing, entrances and exits within the District Property.

2FTL._ACTNE 4628328,5

OR BK 7450 PG 2197

(c) The term "Owner" or "Owners" shall mean the Parcel 3 Owner (as to Parcel 3),the Parcel 2 Owner (as to Parcel 2) and the District (as to the District Parcels) and any and allsuccessors or assigns of such persons as the owner or owners of fee simple title to all or anyportion of the real property covered hereby.

( d) The term "Parcel" or "Parcels" shall mean any or all of Parcel 2, Parcel 3 or theDistrict Parcels.

(e) The term "Permittees" shall mean the tenant(s) or occupant(s)'of a Parcel, andthe respective employees, agents, contractors, customers, invitees and licensees of (i) the Ownerof such Parcel, and/or (ii) such tenant(s) or occupant(s).

(t) The term "Potable Water Distribution System" shall mean all lines, conduits,distribution lines, pipes, related equipment pumps and other apparatus for the operation of apotable water distribution system to provide potable water to the District Property pursuant toany and all applicable pe011its, approvals and consents obtained from the appropriategovernmental entity including the existing potable water system and any expansions,modifications or additions thereto.

(g) The term "Sanitary Sewer Collection System" shall mean all lines, conduits,distribution lines, pipes, related equipment and pumps, lift stations and other apparatus for theoperation of a sanitary sewer collection system to provide sanitary sewer services to the DistrictProperty pursuant to any and all applicable pennits, approvals and consents obtained from theappropriate governmental entity including the existing and newly constructed sanitary sewergravity collection system providing sanitary sewer collection throughout all of the DistrictProperty as further provided in this Agreement and any expansions, modifications or additionsthereto.

(h) The term "Water Detention and Drainage Facilities" shall mean the stormwater detention ponds and all lines, conduits, pipes, swales, pumps and related equipment and allother apparatus or facilities for water drainage, and all storage systems necessary in connectiontherewith as shall be required to provide drainage and stormwater retention throughout the entireDistrict Property, all in compliance with the permits, approvals and consents obtained from theappropriate governmental authorities.

ARTICLEDUTILITY DEVELOPMENT

OBLIGATIONS AND REQUIREMENTS

The Parties agree to cooperate with one another in order to provide water, sewer,drainage and other utility services to the District Property pursuant to the Utility Plan and toconstruct same pursuant to City of Satellite Beach, City of Melbourne, or City of Cocoa Beach(as applicable) requirements and all Applicable Permits. The Parties agree that the Parcel 3Owner may, at its own expense and at no additional cost to the District or the Parcel 2 Owner(except as provided in Sections 2.2, 2.6, and 2.10 hereof), tie into the infrastructure of theDistrict, including utilities, easements, stonn drainage, rights-of-way, Roadways, otherroadways, sidewalks or other means of vehicular and pedestrian access on Parcel 2, as approved

3FTL_ACTIVE 4628328,5

'OR BK 7450 PG 2198

by the necessary governmental agencies. If in the course of connecting and utilizing the District infrastructure by the owner/developer of Parcel 3, the District's or Parcel 2's property is damaged by the owner/developer of Parcel 3 or its agents, then such owner/developer of Parcel 3 will be responsible for all costs to repair and/or replace the damaged property. If the owner of Parcel 3 decides to tie into, and does tie into, any particular infrastructure, utility, easement, storm drainage, right of way, roadway, sidewalk or other means of vehicular and pedestrian access on Parcel 2, SBP and the District acknowledge and agree that the Owners and Permittees of the District Property (other than Parcel 3) shall lhereafter have reciprocal rights to access the same particular infrastructure, utility, easement, stonn drainage, right of way, roadway, sidewalk or other means of vehicular and pedestrian access that exists on Parcel 3 and that is now or becomes connected to Parcel 2.

2.1 Potable Water Distribution System. The existing Potable Water Distribution System is supplied by the City of Melbourne from the western-most portion of the District Property. In order to function properly, the Potable Water Distribution System needs to be connected in a loop running from the existing distribution system to eventually connect to the A IA main that is also part of the City of Melbourne water distribution system.

2.2 Parcel 2 Owner's Potable Water Distribution System Obligations. The Parcel 2 Owner will, at its sole cost and expense, construct and extend the potable water mains over and across Parcel 2 as shown in the Utility Plan and will provide stub-outs approximately ten feet into Parcel 3 at three locations, such locations being approximately at the street extensions of Redondo Drive, Clemente Drive and Montecito Drive, all as subject to the City of Melbourne Water Department and FDEP permitting requirements and as shown approximately on the Utility Plan (the "Water Main Extension Work"). Once the Parcel 2 Owner has begun the Water Main Extension Work, it shall diligently proceed to complete such work without delay. In the event that the Parcel 2 Owner has not begun the Water Main Extension Work by the time that development has commenced on Parcel 3 ( or if once begun, the Parcel 2 Owner does not proceed to complete such work as required herein}, then the Parcel 3 Owner may perform such Water Main Extension Work and shall have a temporary construction easement over such portions of Parcel 2 as are reasonably necessary to perform the Water Main Extension Work. To the extent that the Parcel 3 Owner makes any improvements on Parcel 2 as part of completing the Water Main Extension Work, the Parcel 2 Owner agrees to reimburse the Parcel 3 Owner for the cost of such improvements made to Parcel 2.

2.3 Transition Issues and Costs. The Parcel 2 Owner will allow the existing water system for the residential units currently on Parcel 3 to remain in service. If at the time of construction of Parcel 2 the owner of Parcel 3 wishes to have such interim service remain in effect, then Parcel 2 Owner will relocate the master water meter and backflow device currently located at Clemente Drive due east onto Parcel 3 at the location of the existing water main south of Clemente Drive as shown on the Utility Plan. The cost of the new master meter and backflow device relocation and equipment will be split fifty-fifty (50-50) between the Parcel 3 Owner and the Parcel 2 Owner. Th~ cost shall be approved by the District Engineer and Parcel 3 Owner at the time of construction. The Parties agree that there is an estjmated to1al cost of such work for the master meter and backflow relocation of approximately $25,000, but that the actt1al costs

4 FfL_ACTIVE 4628328.5

OR BK 7450 PG 2199

may vary. If none of the residential units on Parcel 3 are to be kept in service, then the Parcel 2 Owner is not obligated to provide such an interim connection.

2.4 Parcel 3 Owner's Potable Water Distribution System Obligations. At the time Parcel 3 commences new construction, the Parcel 3 Owner shall be responsible to extend the water distribution lines and mains to complete the loop for the system so that it will connect into the City of Melbourne's water main located on AJA. Said construction shall be sufficient to accommodate the Potable Water Distribution System for the entire District Property and shall be in compliance with and subject to the City of Melbourne Water Department and FDEP permitting requirements.

2.5 Sanitary Sewer Collection System . The existing sanitary sewer gravity collection system and the proposed additions to it will all flow from Parcel 3 through Parcel 2 into the sanitary lift station owned and maintained by the City of Cocoa Beach lying westerly of such Parcels.

2.6 Parcel 2 Owner s Sanitary Sewer Obligations. The Parcel 2 Owner will construct and extend sanitary sewer gravity mains as per the Utility Plan on Parcel 2 and will provide capped stub-outs approximately ten (10) feet into Parcel 3 at three locations contemplated in the Utility Plan, i.e., at the street extensions of Redondo Drive, Clemente Drive and Montecito Drive, subject to the City of Cocoa Beach Wastewater Department and FDEP permitting requirements (the "Sewer Main Extension Work"). The cost to extend the gravity pipes the distance of approximately ten (] 0) feet from the sanitary structures on Parcel 2 into Parcel 3 will be reimbursed by Parcel 3 Owner to Parcel 2 Owner at the time of substantial completion of construction of the extensions. The cost shall be approved by the District Engineer and Parcel 3 Owner at the time of construction. The Parties agree that there is an estimated cost for these extensions of approximately $18,000, but that the actual costs may vary. The Parcel 2 Owner and the Parcel 3 Owner will agree to either an escrow payment in advance of such construction or the posting of a bond, letter of credit or other adequate security to ensure payment of same by the Parcel 3 Owner in advance of the Parcel 2 Owner undertaking such construction. Once the Parcel 2 Owner has begun the Sewer Main Extension Work, it shall diligently proceed to complete such work without delay. ln the event that the Parcel 2 Owner has not begun the Sewer Main Extension Work by the time that development has commenced on Parcel 3 (or if once begun, the Parcel 2 Owner does not proceed to complete such work as required herein), then the Parcel 3 Owner may perform such Sewer Main Extension Work and shall have a temporary construction easement over such portions of Parcel 2 as are reasonably necessary to perfol1TI the Sewer Main Extension Work. To the extent that the Parcel 3 Owner makes any improvements on Parcel 2 as part of completing the Sewer Main Extension Work, the Parcel 2 Owner agrees to reimburse the Parcel 3 Owner for the cost of such improvements made to Parcel 2.

2.7 Transitional Sewer Service. The Parties agree that Parcel 2 will continue to be subject to existing sanitary sewer system usage for residential units that will remain on Parcel 3 prior to commencement of new construction, if any, on Parcel 3. If the Parcel 3 Owner desires to have these units remain in service at the time of the construction of Parcel 2, then the Parcel 2 Owner will provide manhole connections at the points of intersection of the existing sanitary sewer system with the new sanitary sewer system approximately as shown on the Utility Plan

5 FTL_ACTIVE 4628328.5

OR BK 7450 PG 2200

("Interim Facilities"). The connection of these existing sewer flows into the new system will be accomplished by the Parcel 2 Owner at the time of FDEP clearance for the new sanitary sewer system. If no residential units on Parcel 3 are to receive such interim service then the Parcel 2 Owner is not obligated to provide these connections.

2.8 Parcel 3 Owner's Sanitary Sewer Obligations. At the time Parcel 3 commences new construction or removes the existing residential units, the Parcel 3 Owner will be responsible to construct and extend sanitary sewer gravity mains as per the Utility Plan on Parcel 3 as needed to accommodate its development at its sole cost, fee and expense and will close down and seal the Interim Facilities also at its sole cost, fee and expense and shall cut, grout and fill the existing pipes located on Parcel 2 at these manhole connections within the dedicated road right-of-way of Carlsbad Drive, to the extent not otherwise removed or replaced as part of the Parcel 3 Owner's new construction of its portion of the Sanitary Sewer Collection System.

2.9 Water Detention and Drainage Facilities. The existing stormwater drainage system and the proposed additional new stonnwater drainage system are both designed and permitted to be connected between and flow from Parcel 3 through drainage pipes into stormwater management ponds located within Parcel 2 or the District Parcels and outfalls from there westerly through the District Property. The existing ponds, structures and pipes are owned and maintained by the District; provided, however, any ponds, structures or pipes constructed on Parcel 3 shall be owned and maintained by the Parcel 3 Owner.

2.10 Parcel 2 Owner's Drainage Facilities Obligations. Upon development of Parcel 2, the Parcel 2 Owner will, at its sole cost and expense, construct and extend storm drainage pipes onto and through Parcel 2 as needed and as consistent with the Utility Plan, and will provide stub-outs approximately ten feet into Parcel 3 with a pipe and drainage manhole (the "Drainage Pipe Extension Work"). There are four such stub-out locations previously designated and they are approximately at the street extensions of Redondo Drive, Clemente Drive, Montecito Drive and approximately 180 feet south of Clemente Drive, all of which are shown on the Utility Plan and will be subject to the City of Satellite Beach and SJRWMD permitting requirements. Once the Parcel 2 Owner has begun the Drainage Pipe Extension Work, it shall proceed to complete such work in a timely manner and without delay. In the event that the Parcel 2 Owner has not begun the Drainage Pipe Extension Work by the time that development has commenced on Parcel 3 (or if once begun, the Parcel 2 Owner does not proceed to complete such work as required herein), then the Parcel 3 Owner may perform such Drainage Pipe Extension Work and shall have a temporary construction easement over such portions of Parcel 2 as are reasonably necessary to perform the Drainage Pipe Extension Work. To the extent that the Parcel 3 Owner makes any improvements on Parcel 2 as part of completing the Drainage Pipe Extension Work, the Parcel 2 Owner agrees to reimburse the Parcel 3 Owner for the cost of such improvements made to Parcel 2. Once the addition to the stonnwater drainage system is certified as complete, the constructed ponds, pipes and structures on Parcel 2 will be turned over to the District for ownership and maintenance.

2.11 Parcel 3 Owner's Drainage FaciUties Obligations. The stub-out pipes and manholes installed by the Parcel 2 Owner during the development of Parcel 2 for the benefit of Parcel 3 will be at the sole cost, fee and expense of the Parcel 3 Owner at the time of

6 FTL_ACTIVE 4628328.5

OR' BK 7450 PG 2201

construction. The costs and installation shall be approved by the District Engineer and the Parcel3 Owner. The Parties agree that there is an estimated cost for these extensions of approximately$36,000, but that the actual costs may vary. The Parcel 2 Owner and the Parcel 3 Owner willagree to either an escrow payment in advance of such construction or the posting of a bond, letterof credit or other adequate security to ensure payment of same by the Parcel 3 Owner.

2.12 Construction Requirements. The Parties agree that all construction on theirrespective Parcels for the utilities described in this Article II shall be completed in a good andworkmanlike manner, consistent with the Utility Plan, applicable permits and other legalrequirements. The Parties further agree that all such utilities shall be sized (including lines andmains), pressurized (where applicable) and with all attendant pumps and lift stations toaccommodate all of the development density and intensity to be constructed on all of theproperty covered by the Utility Plan. To the extent there is any change with respect todevelopment on any given Parcel that causes a change in the Utility Plan resulting in an increaseof the cost associated with the construction of the various utilities described in this Article 11, theParty causing such increased cost shall pay the full cost, fee and expense associated therewith.

2.13 Payments and Limitations on Mechanics Liens. Any Party causing work to beperformed pursuant to this Agreement promises to pay in full for any and all such workperfonned by such Party. If any mechanic's lien shall at any time be tiled against a Parcel, theParty causing such work to be performed shall immediately cause such lien to be discharged ofrecord by payment, bond, order of court of competent jurisdiction or otherwise. In the event thatthe Party causing such work to be performed fails to cause such lien to be discharged within 30days after the filing thereof, then any other Party may, but shall not be obligated to, discharge thesame by paying the amount claimed to be due, or by bonding or other proceeding, and all costsof such Party (including reasonable attorneys' fees in connection with obtaining a release of suchmechanic's lien or in defending any action brought regarding such mechanic's lien) shall bepromptly reimbursed by the Party causing such work to be performed.

2.14 Allocation of Operating and Maintenance Costs. The Potable Water DistributionSystem and the Sanitary Sewer Collection System shall be turned over to the respective publicproviders upon completion as provided herein. Accordingly, all costs associated with themaintenance, operation and use of those systems after completion and turnover will be pursuantto the applicable billing processes of the respective public entity responsible for those ulilities.The costs of the operation, repairs and maintenance associated with the Water Detention andDrainage Facilities on the District Parcels shall be pursuant lo the allocation methodology beingutilized by the District and shall be assessed only against the owners within the District Propertyexcluding the Parcel 3 Owner. Parcel 3 shall only be responsible for nineteen and three-tenthspercent (19.3%) of the costs associated with Stormwater Control (as hereinafter defined). Asused herein, the term "Stormwater Control" shall mean only those categories of expenses as arecontained in the section titled "Stormwater Control" of the Montecito Community DevelopmentDistrict General Fund Fiscal Year 2014/2015 Adopted Budget (the "Parcel 3 ProportionateShare"). The obligation of the Parcel 3 Owner for payment of the Parcel 3 Proportionate Shareshall commence upon the connection of the Water Detention and Drainage Facilities on Parcel 3to the Water Detention and Drainage Facilities operated by the District. Additionally, the Parcel

7l'TL_ACTIVE 4628328.S

OR BK 7450 PG 2202

3 Owner shall be responsible to pay any and all costs ofrepair and replacement of the portions of the Water Detention and Drainage Facilities constructed on Parcel 3

2.15 Shared Stormwater Management Use Agreement. ln the event Parcel 3 is withdrawn or removed from the District, this Agreement shall serve as a shared stormwater management and use agreement.

2 .16 Temporary Construction Easements. The Parcel 3 Owner hereby grants a temporary construction easement bounded on the west by the west property line of Parcel 3 and bounded on the east by a line running parallel to the west property line but located twenty feet east therefrom. This easement shall be used for the construction of utility stub-outs to be built by the Parcel 2 Owner as described herein. Maintenance for utilities located on Parcel 3, will be the responsibility of the Parcel 3 Owner, subject to the Applicable Pennits and water management districts rules and regulations . The Temporary Construction Easement hereby being granted will remain in place until final certification of the stonnwater system and acceptance by and conveyance of utilities to the respective municipality.

2.17 Vehicular and Pedestrian Access. Access easements and the specific locations and dimensions of such access easements, if any, for future pedestrian and vehicular ingress and egress across the Parcels shall be determined by mutual agreement of the Parties.

2.18 Other Utility Facilities. All other utility connections, if !1ny, for utilities such as cable, telephone, electric power, gas, etc. (the "Other Utility Facilities") between Parcel 3 and Parcel 2 may occur at the three street location extensions of Redondo Drive, Clemente Drive and Montecito Drive. Any such connections will be reviewed and approved by the District Engineer and by the Parcel 3 Owner. Any connections between District Parcels and Parcel 2 shall be approved by the District Engineer and the Parcel 2 Owner.

2.19 Wall or Buffer Construction Easement. The easements provided in Paragraph 2.16 above shall also be available (i) to the Parcel 2 Owner for the construction of a wall or other buffer along the eastern boundary of Parcel 2 not encroaching upon Parcel 3, and (ii) to the Parcel 3 Owner for the construction of a wall or other buffer along the western boundary of Parcel 3 not encroaching upon Parcel 2, Said wall or buffer must be approved as being aesthetically acceptable by the Parcel 3 Owner (if located on Parcel 2) or by the Parcel 2 Owner (if located on Parcel 3), such approval not to be unreasonably withheld, conditioned or delayed and delivered within thirty (30) days after request therefor.

2.20 Construction Provisions. In the event that the Parcel 3 Owner intends to perfonn any (i) Water Main Extension Work on Parcel 2 pursuant to Paragraph 2.2 hereof, (ii) Sewer Main Extension Work on Parcel 2 pursuant to Paragraph 2.6 hereof, or (iii) Drainage Pipe Extension Work on Parcel 2 pursuant to Paragraph 2.10 hereof, then the Parcel 3 Owner agrees to provide a cost estimate, which shall be approved by the District Engineer and Parcel 2 Owner, such approval not to be unreasonably withheld, conditioned or delayed and delivered within thirty (30) days after request therefor. The Parcel 3 Owner agrees to notify the Parcel 2 Owner of the Parcel 3 Owner's intent to commence development of Parcel 3 by providing sixty (60) days prior written notice to the Parcel 2 Owner of the date Parcel 3 Owner intends to commence development on Parcel 3. If the Parcel 2 Owner is not prepared to and able to commence the

8 FTL_ACTIVE 4628328.5

OR BK 7450 PG 2203

Water Main Extension Work, Sewer Main Extension Work and Drainage Pipe Extension Work ( or if once begun, the Parcel 2 Owner does not proceed to complete such work as required herein), the Parcel 3 Owner shall, upon ten (10) days prior written notice to the Parcel 2 Owner, have the right to enter onto Parcel 2 and to perform such work consistent with the Utility Plan and the terms and provisions hereof.

ARTICLE III EASEMENTS

The following additional easements are specifically granted by the Parties hereto for the purpose of carrying out the terms of this Agreement.

3 .1 Grant of Reciprocal Easements. Subject to any express conditions, limitations or reservations contained herein, the Owners hereby grant, establish, covenant and agree that the Parcels, and all Owners and Permittees of the Parcels, shall be benefited and burdened by the following nonexclusive, perpetual and reciprocal easements which are hereby imposed upon the Parcels and all present and future Owners and Permittees of the Parcels, unless otherwise stated herein for the purpose of effectuating the Utility Plan:

(a) An easement granted to the Owners and Permittees of each Parcel upon, under, over, above and across the Water Detention and Drainage Facilities constructed on the Parcels for the discharge, drainage, use, detention and retention of storm \Vater runoff in the manner and in the location indicated on the Utility Plan and pursuant to the Applicable Permits, through the Water Detention and Drainage Facilities.

(b) An easement granted to Owners and Permittees of each Parcel under and across those parts of the respective Parcels for the distribution of potable water through the water mains, water distribution lines and associated pumps equipment and related facilities necessary for the use of the Potable Water Distribution System serving the District Property as shown on the Utility Plan.

(c) An easement granted to the Owners and Permittees of each Parcel for use of the Sanitary Sewer Collection System constructed on the Parcels for the collection, distribution, treatment and transmission of sanitary sewer as indicated on the Utility Plan and pursuant to the Applicable Permits.

(d) An easement granted to the Owners and Pennittees of each Parcel for the use of the Other Utility Facilities constructed on the Parcels as indicated on the Utility Plan and pursuant to the Applicable Pennits. The easement granted herein shall include the right of reasonable ingress and egress to the respective utility providers of the Other Utility Facilities (each, an "Other Utility Provider") as may be required to construct, maintain and operate the same. The exact location of the easements can be altered, amended or revised based upon the actual installation of the facilities intended to be constructed, operated and maintained thereby.

9 FTL_ACTIVE 4628328.5

OR BK 7450 PG 2204

The easements granted in this Paragraph 3.1 shall be approximately twenty feet wide extending ten feet on each side of the center line of the actual locations of the facilities for which the easement is provided. To the extent the facilities are dedicated to a local government provider, the easements provided to such local government provider in conjunction with that dedication shall supersede the easements provided herein, which easements shall be tenninated and no longer of any force or effect. To the extent a different easement agreement is granted an Other Utility Provider, that easement shall supersede these easements and the easements provided herein with regard to such Other Utility Provider shall be tenninated and no longer of any force and effect. All Parties agree to cooperate and provide the easements necessary to induce a local government provider or Other Utility Provider to accept dedication of the facilities in the case of a local government provider or to construct, operate and maintain the Other Utility Facilities in the case ofan Other Utility Provider.

3.2 Access Opening. The opening(s) and access point(s) contemplated between and on the Parcels for use of the Roadways, if any, Potable Water Distribution System, the Water Detention and Drainage Facilities, Sanitary Sewer Collection System and other utilities access to and from same is/are shown as on the Utility Plan and such opening(s) and access point(s) between and on the Parcels for use thereof: is as contemplated herein, are hereinafter called the "Access Openings." The Access Openings shall in no event be blocked or closed, and shall at all times remain in place as shown on the Utility Plan. There shall be maintained between the Access Openings a smooth and level grade transition to allow the use thereof as contemplated herein. Except with respect to the Access Openings, each Owner shall be permitted to maintain a fence, curbing, landscaping, wall or other improvements along the boundary line of its respective Parcel so long as it provides an accommodation a1\owing access to any underlying utility for the repair, maintenance or replacement thereof.

3.3 Reasonable Use of Easements.

(a) The easements herein above granted shall be used and enjoyed by each Owner and to the extent applicable its Permittees, in such a manner so as not to unreasonably interfere with the use of such Parcel by its Owners and Permittees.

(b) Once the Water Detention and Drainage Facilities, Sanitary Sewer System and Potable Water Distribution System are installed pursuant to the easements granted herein, no permanent building, structures, trees or other improvements inconsistent with the use and enjoyment of such easements shall be placed over or permitted to encroach upon same. The Owner of the Parcel served by such installations shall not unreasonably withhold its consent to the reasonable relocation of such installations requested by the Owner of a Parcel where such installations are located, at such requesting Owner's sole cost and expense, so long as such services are not unreasonably interrupted and the remaining provisions of this paragraph 3.3 are complied with. Any such relocation or reconfiguration shall accommodate the applicable drainage rate, volume and capacity for the Parcels involved as per the approved Utility Plan and Applicable Permits. All costs, fees and expenses associated with such relocation or reconfiguration shall be born solely by the Owner(s) requiring such relocation.

FTL_ACTIVE 4628328.5

OR BK 7450 PG 2205

(c) Once commenced, any construction, repairs and maintenance undertaken upon a Parcel in reliance upon an easement granted herein shall be diligently prosecuted to completion, so as to minimize any interference with the use of such Parcel by its Owners and Pennittees.

3.4 Indemnification. Each Party hereby agrees to indemnify and hold harmless the other Parties from and against any all damage or injury to any person or property, and shall indemnify, defend and hold such other Parties (and their members, managers, officers, directors, employees, affiliates, agents and advisors) harmless from any and all demands, claims, actions or causes of action, assessments, losses, costs, damages, liabilities, interest, penalties and reasonable attorney's fees asserted against, resulting to, imposed on or incurred by such other Parties (or any of their members, managers, officers, directors, employees, affiliates, agents or advisors) as a result of any act or omission of such Party, or any of it agents, consullants, contractors, or employees, in connection with an entry onto the Parcel owned by such other Party pursuant to this Agreement.

ARTICLE IV MAINTENANCE

The following prov1s1ons govern the maintenance obligations, requirements and limitations for the Parcels.

4.1 Maintenance of Water Detention and Drainage Faci lities. All portions of the Water Detention and Drainage Facilities within the District Parcels shall be repaired, operated and maintained by the District. All portions of the Water Detention and Drainage Facilities located on Parcel 3 shall be repaired, operated and maintained by the Parcel 3 Owner. Such maintenance obligations shall be performed so as to avoid adversely affecting any Owner or its Pennittees in their use of the Water Detention and Drainage Facilities.

4.2 Interim Maintenance Obligations. Until the Potable Water Distribution System and Sanitary Sewer Collection System are turned over to the appropriate municipal government, each Owner will be required, at their sole cost and expense, to maintain the lines, pipes, pumps, lift stations and equipment located on their respective Parcels.

ARTICLE V NO PUBLIC RIGHTS CREATED

Nothing contained herein shall be construed as.creating any rights in the general public or as dedicating for public use any portion of Parcel 2 or Parcel 3 except as specifically contemplated to run to the District and its Permittees as contemplated herein.

ARTICLE VI INSURANCE DURING CONSTRUCTION

Throughout the tern, of this Agreement, until the utilities construction work contemplated herein is complete, the Parcel 2 Owner and the Parcel 3 Owner shall procure and maintain general and/or comprehensive public liability and property damage insurance against claims for

I I FTL_ACTIVE 4628328.5

OR BK 7450 PG 2206

personal injury, death, or property damage occurring upon such Owner's Parcel, with single limitcoverage of not less than an aggregate of Two Million Dollars ($2,000,000.00) includingumbrella coverage, if any, and naming each other Owner as additional insureds.

ARTICLE VIIREMEDIES AND ENFORCEMENT

This Article VII sets forth all of the remedies and rights to enforce the tenns, provisions,covenants and obligations pursuant to this Agreement.

7.1 All Legal and Equitable Remedies Available. In the event of a breach by anyOwner or its Pennittees of any of the tenns, covenants, restrictions or conditions hereof, theother Owner(s) shall be entitled forthwith to full and adequate relief by injunction and/or all suchother available legal and equitable remedies from the consequences of such breach, includingpayment of any amounts due and/or specific performance.

7.2 Remedies Cumulative. The remedies specified herein shall be cumulative and inaddition to all other remedies permitted at law or in equity.

7.3 No Termination For Breach . No breach hereunder shall entitle any Owner tocancel, rescind, or otherwise tenninate this Agreement.

7.4 Irreparable Hann. In the event of a violation of any of the provisions ofParagraphs 2, 3 or 4 of this Agreement, each Owner agrees that such violation shall cause thenondefaulting Owner to suffer irreparable harm and such nondefaulting Owner shall have noadequate remedy at law and shall be entitled to injunctive or other equitable relief to enjoin aviolation of Paragraphs 2, 3 and/or 4 of this Agreement.

7 .5 Notice and Right to Cure: Mediation. Upon the event of breach or default of anyobligation in this Agreement, the non-defaulting Party shall provide the alleged defaulting Partywith a wrinen notice of default in accordance with Paragraph 9.9 below. The alleged defaultingParty shall then have 14 business days to cure any default. If the alleged defaulting Party doesnot cure after 14 days, lhe non-defaulting Party must first mediate the dispute as a conditionprecedent to filing a court proceeding for enforcement. The mediation shall take place in BrevardCounty, Florida (or such other location that is agreed to by the Parties) and will be conductedbefore a single mediator to be agreed upon by the Pa.rties. lf the Parties cannot agree on themediator, then each Party shall select a mediator and such mediators shall together unanimouslyselect a neutral mediator who will conduct the mediation. Each Party shall each bear the fees andexpenses incurred by its mediator in locating and selecting the neutral mediator. Each Party shallequally bear the fees and expenses of the neutral mediator in handling the mediation. If, and onlyif, the mediation is unsuccessful, the non-defaulting Party may bring litigation by courtproceedings only in the Eighteenth Judicial Circuit in and for Brevard County, Florida.

ARTICLE VIIITERM AND AMENDMENT

12FTL_ACTIVE 4628328.5

OR BK 7450 PG 2207

The provisions of this Article VIII shall pertain to the tenn, modification and amendment of this Agreement.

8.1 Tenn. The easements, covenants, conditions and restrictions contained in this Agreement shall be effective commencing on the date of recordation of this Agreement in the office of the Clerk of Court of Brevard County, Florida, and shall remain in full force and effect thereafter in perpetuity, unless otherwise specifically provided herein or unless this Agreement is modified, amended, canceled or tenninated in accordance with paragraph 8.2 hereof.

8.2 Amendment The Parties agree that the provisions of this Agreement may be modified or amended, in whole or in part, or terminated, only by the written consent of all Parties (or their successors and assigns), as evidenced by a document that has been fully executed and acknowledged by all such Parties and recorded in the official records of the Clerk of Court of Brevard County, Florida.

8.3 Attorneys' Fees. In the event a Party institutes any legal action or proceeding for the enforcement of any right or obligation herein contained, the prevailing Party after a final adjudication shall be entitled to recover its costs and reasonable attorneys' fees incurred in the preparation and prosecution of such action or proceeding.

ARTICLE IX MISCELLANEOUS PROVISIONS

This Article IX contains all of miscellaneous provisions providing additional details and clarifications of the terms, provisions and covenants ofthis Agreement.

9.1 Consents -and Approvals. Wherever in this Agreement the consent or approval of an Owner is required, unless otherwise expressly provided herein, such consent or approval shall not be unreasonably withheld or delayed. Any request for consent or approval shall: (a) be in writing; (b) specify the section hereof which requires that such notice be given or that such consent or approval be obtained; and (c) be accompanied by such background data as is reasonably necessary to make an informed decision thereon. The consent of an Owner or the District under this Agreement, to be effective, must be given, denied or conditioned expressly and in writing.

9.2 No Waiver. No waiver of any default of any obligation by any Party hereto shall be implied from any omission by the other Party to take any action with respect to such default.

9.3 No Agency. Nothing in this Agreement shall be deemed or construed by any Party or by any third person to create the relationship of principal and agent or of limited or general partners or ofjoint venturers or of any other association between the Parties.

9.4 Covenants to Run with Land. It is intended that each of the easements, covenants, conditions, restrictions, rights and obligations set forth herein shall run with the land and create equitable servitudes in favor of the real property benefited thereby, shall bind every

13 fTL__ACTIVE 4628328.5

OR BK 7450 PG 2208

person having any fee, leasehold or other interest therein and shall inure to the benefit of the respective parties and their successors, assigns, heirs, and personal representatives .

9.5 Gran tee' s Acceptance. The grantee of any Parcel or any portion thereof, by acceptance of a deed conveying title thereto, whether from an original Party or from a subsequent owner of such Parcel, shall accept such deed upon and subject to each and all of the easements, covenants, conditions, restrictions and obligations contained herein. By such acceptance, any such grantee shall for himself and his successors, assigns, heirs, and personal representatives, covenant, consent, and agree to and with the other Party, to keep, observe, comply with, and perfonn the obligations and agreements set forth herein with respect to the property so acquired by such grantee.

9.6 Homeowners Association. Parcel 2 Owner may assign its rights and obligations under this Agreement to a homeowners association, condominium association or CDD formed to govern Parcel 2, so long as such entity has the power to levy assessments against all residential units within Parcel 2. Parcel 3 Owner may assign its rights and obligations under this Agreement to a homeowners association or condominium association fonned to govern Parcel 3, so long as such association has the power to levy assessments against all residential units within Parcel 3. Any such assignment shall be effective only upon the recording of an assignment in the Public Records of Brevard County, Florida, which assignment is executed by the assignor and assignee and makes specific reference to this Agreement.

9.7 Cooperation. The Parties agree to work together in good faith and to cooperate where needed to allow the contemplated development of Parcel 2 and Parcel 3. In furtherance of the foregoing, if any permit application or similar development document for Parcel 2 or Parcel 3 requires the signature of another Party, then such other Party agrees to cooperate and execute such document, so long as such application or document is not contrary to the terms and provisions of this Agreement and such cooperation is without any out-of-pocket cost to the Party providing such cooperation.

9.8 Severabi li ty . Each provision of this Agreement and the application thereof are hereby declared to be independent of and severable from the remainder of this Agreement. If any provision contained herein shall be held to be invalid or to be unenforceable or not to run with the land, such holding shall not affect the validity or enforceability of the remainder of this Agreement. In the event the validity or enforceability of any provision of this Agreement is held to be dependent upon the existence of a specific legal description, the parties agree to promptly cause such legal description to be prepared.

9.9 Entire Agreement. This Agreement contains the complete understanding and agreement of the Parties with respect to all common utilities matters referred to herein, and all prior representations, negotiations, and understandings are superseded hereby.

9. IO Notices. Notices or other communication hereunder shall be in writing and shall be sent certified or registered mail, return receipt requested, or by other national overnight courier company, or personal delivery. Notice shall be deemed given upon receipt or refusal to accept delivery. Each Party may change from time to time their respective address for notice hereunder by like notice to the other Parties. Notice given by any Owner hereunder lo be

14 FTL_ACTIVE 4628328.5

OR BK 7450 PG 2209

effective with respect to any other Owner shall also simultaneously be delivered to the District. The notice addresses of the Owners and the District are as follows:

Parcel 2 Owner:

with a copy to:

Parcel 3 Owner:

with a copy to:

The District:

with a copy to:

9.11 Governing Law.

Montecito COD Holdings, Inc. Attn.: Harry Lerner, President 5020 W. Linebaugh Avenue, #250 Tampa, Florida 33624

John A. Boudet, Esquire GRAY ROBINSON, P.A. 3 0 l East Pine Street, Suite 1400 Orlando, FL 32801

Satellite Beach Partners, LLC Attn: Judi E.F. Weiss, Esq. 200 Pratt Street Meriden, CT 06450

Linda A. Conahan, Esquire GUNSTER, YOAKLEY & STEWART, P.A. 450 East Las Olas Boulevard Las Olas Centre, Suite I 400 Fort Lauderdale, Florida 33301

Montecito Community Development District c/o Rizzetta Management Services 8529 South Park Circle Orlando, FL 32819 Attn: District Manager

District Counsel · Billing, Cochran, Lyles, Mauro & Ramsey, P.A. SunTrust Center, 6th Floor 515 E. Las Olas Boulevard Fort Lauderdale, Florida 33301 Attn: Dennis Lyles, Esq.

The laws of the State in which the Parcels are located shall govern the interpretation, validity, performance, and enforcement of this Agreement.

9.12 Exhibits. The following exhibits attached hereto are incorporated in this Agreement and are made a material part hereof:

(a) (b) (c)

FTL_ACTTVE 4628328.5

Exhibit "A" Exhibit "B" Exhibit "C"

Legal Description of Parcel 3 Legal Description of Parcel 2 Utility Plan

15

OR BK 7450 PG 2210

IN WITNESS WHEREOF, the parties have executed this Utility Development and Reciprocal Easement Agreement with Covenants, Conditions and Restrictions as of the date first written above.

Signed, Sealed and Delivered in the Presence SATELLITE BEACH PARTNERS, a of: Delaware limited liability company

Print Name: Salvatore R. Carabetta

Ma_n_a_g1_·n_g_t<'al0e· _r__Its:_____ __

l...-1'1 /2~~ /4'..WitnessSiature Printed Name: f1 a..n., L ,·t:.Jf<T,t,k

r l

STATE OF CONNECTICUT ) COUNTY OF NEW HAVEN )

The foreri~:strument was acknowledged before me this _fil_ day of August, 2015, by 0a\uo..j"b!\.. Q.,("'-'-l'.)2~ as [b.ui'-h(r of SATELLITE BE..{\.CH PARTNERS, a Delaware limited liability pany on behalf of the limited liability company. He/She is personally known to me.

,Q~ ~e: SADIA HODZA Notary Pubbc NOTARY Pusu~ My Commission Expires: State of ~onnectlcut

My Commission Expires December 31, 2D16

16 fTL_ACTIVE 4628328.5

OR BK 7450 PG 2211

Signed, Sealed and Delivered in the Presence MONTECITO CDD HOLDINGS, INC., a of: Florida corporation

STATE OF FLOR,JDA ) COUNTY OF f/i't!s.blJ~y

The foregoing_ instrJJ.,menl was acknowledged before me this ~y of August, 2015, by rn J.ernef ~r132itfe11rt'.. of MONTECITO CDD HOLDINGS, INC., a Floricla c rporation, on behalfofthe corporation. He/She is personally known to me.

17 FTL_ACTIVE 4628328 ,5

OR BK 7450 PG 2212

Signed, Sealed and Delivered in the Presence MONTECITO COMMUNITY of: DEVELOPMENT DISTRICT, a local unit of

special purpose government organized and existing under the laws of the State of Florida

Witness Si .- aturM Printed Name: LeJ.Js,sc.

STATE OF FLORIDA ) COUNTY OF ~(2...\?~ )

The foregoin& ,instrument was acc1:::tdgMfefore me this day of August, 2015, by lvelt~ , as r-MA"\ &cvr>o-f-S~~ a local unit of special purpose government organized and existing under the laws of~ State of Florida on behalf of the community development district. He/She is personally known to me.

PrintedN Notary Pu My Commission Expires:

18... . .

OR BK 7450 PG 2213

JOINDER OF MORTGAGEE

KNOW ALL MEN BY THESE PRESENTS, that PCA-SATELLITE BEACH HOLDINGS, a Florida limited liability company ("Mortgagee"), the holder of that certain Open-End Mortgage, Security Agreement Fixture Filing, and Assignment of Leases and Rents recorded in Official Records Book 5458, Page 1620, partially released by Partial Release of Mortgage recorded in Official Records Book 5571, Page 3953, and Partial Release of Mortgage recorded in Official Records Book 5693, Page 7950, as assigned by Assignment of Loan recorded in Official Records Book 6091, Page 1987, as modified by Modification to Note, Open-End Mortgage, Security Agreement, Fixture Filing, Assignment o( Leases and Rents and Release of Guaranty recorded in Official Records Book 6112, Page 81, all of the Official Records of Brevard County, Florida (the "Mortgage"), which Mortgage constitt1tes a lien upon Parcel 3 described in the foregoing Utility Development and Reciprocal Easement Agreement with Covenants, Conditions and Restrictions (the "Agreement"), hereby consents to the provisions of the Agreement and agrees that the lien and encumbrance of the Mortgage -shall be subordinate to the Agreement.

Signed, Sealed and Delivered in the Presence PCA-SATELLITE BEACH HOLDINGS, of: LLC, a Florida limited liability company

By:~, ~ .s~I\.__Wim~sat~Printed Name: t\:)'PM007 Print Name:~CO\. t\;. S'C_\§)..vQr

. J Its: b Qi'\\---J7ML~ u J:iutt2-< S

Witness Signature ,A J rt Printed Name: (l"t.6':f{) A £± . +a..t"'f-i:...-

STATEOF ) COUNTY OF~!C)-) )

The foregoing instrument was acknowledged before me this __ day of August, 2015, by L v0t'r (I\ ~lvl~ , as CA*,t:: of PC~-SATELLJTE ByACHHOLDINGS, LLC, a lori~ted liabili ~ompany, on behalf of the company. )'fe/She is personally known to me.

19 FTI._ACTIVE 4628328.5

I '.

I , ,

OR BK 7450 PG 2214

Exhibit "A"

Legal Description of Parcel 3

A portion ofThose lands described in Exhibit A-I to that QUITCLAIM DEED AND RELEASE RECORDED in Official Records Book 5322, Page 4438 of the Public Records of Brevard County, Florida and lying in Section 26, Township 26 South, Range 37 East, Brevard County, Florida, being more particularly described as follows:

Commence at the Southwest comer of said Section 26, Township 26 South, Range 37 East, Brevard County, Florida; thence N00°56'38"W, along the West line of the Southwest one-quarter of said Section 26, a distance of 2,668.29 feet, to the Southwest corner of the Northwest one-quarter of said Section 26; thence N00°53'55"W, along the West line of the Northwest one-quarter of said Section 26, a distance of 1,334.00 feet , to the Northwest comer of the South one-half of the Northwest one-quarter of said Section 26 said point lying on the Westerly extension of the North line of the lands described in said Exhibit A-1; thence N89° 14 '20"E, along the North line of the South one-half of the Northwest one-quarter, the North line the South one-half of the Northeast one-quarter of said Section 26 and the North line of lands : described in said Exhibit A-1, a distance of 2,725.76 feet, to the POINT OF BEGINNING of the herein described parcel; thence continue N89° 14'20''E, along the North line of , the South one-half of the Northeast one-quarter of said Section 26 and the North line of lands described in said Exhibit A-l, a distance of707.31 feet, to the West right ofway line of State Road A-I-A (a 100 foot wide right of way); thence S09°57'50"E, along said West right of way line, a distance of 1,391.06 feet, to the Southeast corner of those lands described in said Official Records Book 5322, Page 4444; thence S80°07'49" W, along the South line of said lands, a distance of 923.23 feet; thence N07°58'25"W, a distance of 237.05 feet, to the point of curvature of a curve, concave Easterly, having a radius of 736.49 feet and a central angle of 15°11 '55''; thence Northerly, along the arc of said curve to the right, a distance of 195 .36 feet, to a point of reverse curvature with a curve, concave Westerly, having a radius of 1,195.00 feet and a central angle of 08°04'07"; thence Northerly, along the arc of said curve to the left, a distance of 168.28 feet, to a point of tangency; thence N00°50'37"W, a distance of 921.60 feet, to the POINT OF BEGINNTNG; Containing 27.44 acres, more or less.

20 FTL_ ACTIVE 4628328 5

OR BK 7450 PG 2215

Exhibit "B"

Legal Description of Parcel 2

A portion ofThose lands described in Exhibit A-1 to that QUITCLAIM DEED AND RELEASE RECORDED in Official Records Book 5322, Page 4438 of the Public Records of Brevard County, Florida and lying in Section 26, Township 26 South, Range 37 East, Brevard County, Florida, being more particularly described as follows:

Commence at the Southwest comer of said Section 26, Township 26 South, Range 37 East, ; thence N00°56'38"W, along the West line of the Southwest one-quarter of said Section 26, a distance of 2,668.29 feet, to the Southwest comer of the Northwest one-quarter of said Section 26; thence N00°53'55"W, along the West line of the Southwest one-quarter of the Northwest one-quarter of said Section 26, a distance of 1,334.00 feet, to the Northwest comer of the South one-half of the Northwest one-quarter of said Section 26, said point lying on the Westerly extension of the North line of the lands described in said Exhibit A-1; thence N89°14'20"E, along the North line of the South one-half of the Northwest one-quarter of said Section 26 and the North line of lands described in said Exhibit A-1, a distance of 2,316.85 feet, to the POINT OF BEGINNING of the herein described parcel; thence continue N89°14'20"E, along the North line ofthe South one-half of the Northwest one-quarter and the North line ofthe South one-half of the Northeast one-quarter of said Section 26, a distance of 408 .91 feet; th'ence leaving said North line, S00°50'37"E, a distance of 921.60 feet, to the point of curvature of a curve, concave Westerly, having a radius of 1,195.00 feet and a central angle of08°04'07"; thence Southerly, along the arc of said curve to the right, a distance of 168.28 feet, to a point of reverse curvature with a curve, concave Easterly, having a radius of 736.49 feet and a central angle of 15° 11 '55"; thence Southerly, along the arc of said curve to the left, a distance of 195.36 feet, to a point of tangency; thence S07°58'25"E, a distance of 237.05 feet, to the South line of that parcel described in Official Records Book 5322, Page 4444; thence the following 2 courses along said South line: (l) S80°07'49"W, a distance of 252.80 feet, to the point of curvature of a curve, concave Northerly, having a radius of 1,455.00 feet and a central angle of 02°19'45"; (2) Westerly, along the arc of said curve to the right, a distance of 59.15 feet, to a point of intersection with a non-tangent line; thence leaving said South line, N00°45'22"W, a distance of 129.35 feet; thence N82°01'35"E, a distance of73.28 feet; thence NI l 0 22'58"W, a distance of 145.99 feet; thence S82°01 '35"W, a distance of 39.05 feet; thence N07°58'25"W, a distance of 7.00 feet, to the point of curvature of a curve, concave Easterly, having a radius of 745,00 feet and a central angle of 11 °49' 18"; thence Northerly, along the arc of said cur,ve to the right, a distance of 153.71 feet, to a point of intersection with a non-tangent line; thence S82°46'30"E, a distance of 68.72 feet; thence N07°13'29"E, a distance of 62.48 feet; thence Nl3°45'46"W, a distance of 109.03 feet; thence N77°52'57"E, a distance of 68.70 feet; thence Nl2°07'03"W, a distance of206.90 feet; thence N00°42'03"E, a distance of 108.22 feet; thence S85°08'0l"W, a distance of238.61 feet; thence N02°49'42"W, a distance of239.83 feet; thence N02°32'32"W, a distance of 162.15 feet; thence N06°32'54"E, a distance of 107.47 feet; thence N89°09'23"E, a distance of 35,05 feet; thence N00°50'37"W, a distance of 155.58 feet, to the POINT OF BEGINNING; Containing I I .35 acres, more or less.

21 FTL_ACTIVE 4628328 5

.

OR BK 7450 PG 2216

, '

Exhibit "C"

Utility Plan

Iii

5=

I ?.

''~Tl O! r··-1

,,i. ; L'

,.

22FTL_ACTIVE 4628328 5

• * • * . . . (I) :v . ..•.. ·t.t,re~~

CITY COUNCIL AGENDA ITEM #12 DISCUSS/TAKE ACTION ON ORDINANCE NO. 1188, AN ORDINANCE OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY, FLORIDA, AMENDING SECTION 2-226 (COMPETITIVE BIDDING; PUBLICATION OF NOTICE) AND SECTION 2-229 (WAIVER OF BIDDING REQUIREMENTS) OF THE SATELLITE BEACH CITY CODE INCREASING THRESHOLD AMOUNTS REQUIRING COMPETITIVE BIDDING AND INCREASING AMOUNTS ALLOWING WAIVER OF COMPETITIVE BIDDING; PROVIDING FOR SEVERABILITY, CONFLICTS AND EFFECTIVE DATE (SECOND READING)

To: Mayor and City Council Members

Via: Courtney Barker, City Manager

From: Liz Alward, Assistant City Manager

Meeting Date: 08/05/2020

Department: Support Services

Recommended Action: Adopt Ordinance No. 1188 on second reading.

Summary: Ordinance No. 1188 was approved on first reading at the July 17, 2020 City Council meeting. It is requested Council approve amending Ordinance 913 to increase the threshold amount for purchasing goods and services from $8,300 to $25,000.

Budget Impacts: None

Attachments: • Ordinance No. 1188

ORDINANCE NO. 1188

AN ORDINANCE OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY, FLORIDA, AMENDING SECTION 2-226 (COMPETITIVE BIDDING; PUBLICATION OF NOTICE) AND SECTION 2-229 (WAIVER OF BIDDING REQUIREMENTS) OF THE SATELLITE BEACH CITY CODE INCREASING THRESHOLD AMOUNTS REQUIRING COMPETITIVE BIDDING AND INCREASING AMOUNTS ALLOWING WAIVER OF COMPETITIVE BIDDING; PROVIDING FOR SEVERABILITY, CONFLICTS AND EFFECTIVE DATE (FIRST READING)

BE IT ENACTED BY THE CITY COUNCIL OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY, FLORIDA as follows:

SECTION 1: Section 2-226 of the Satellite Beach City Code of Ordinances is amended to read as follows:

Section 2-226. Competitive bidding; publication of notice. No contracts shall be let by the City for any City improvement, nor shall any goods, supplies or materials be purchased by the City Manager or his/her appointed purchasing agent for city purposes or use when the total amount to be paid therefor by the City shall exceed $25,000 unless notice thereof has first been advertised for one time, at least two weeks prior to the bid opening in a newspaper published in the City, or if no newspaper is published in the City, then in a newspaper of general circulation within the city and published in the county, calling for bids upon the work to be performed or the goods, supplies or materials to be purchased by the City.

SECTION 2: Section 2-229 of the Satellite Beach City Code of Ordinances is amended to read as follows:

Section 2-229. Waiver of bidding requirements. For improvements or purchases costing between $25,000.01 and $50,000.00, the City Council, by a four-fifths vote, may provide for a sole source acquisition and waive the requirements for competitive bidding.

SECTION 3: SEVERABILITY CLAUSE. In the event a court of competent jurisdiction shall hold or determine that any part of this Ordinance is invalid or unconstitutional, the remainder of the Ordinance shall not be affected thereby, and it will be presumed that the City Council for the City of Satellite Beach did not intend to enact such invalid or unconstitutional provision. It shall further be assumed that the City Council would have enacted the remainder of this Ordinance without said invalid and unconstitutional provision thereby causing said reminder to remain in full force and effect.

__________________________

____________________________

ORDINANCE NO. 1188 PAGE 2

SECTION 4. REPEAL OF INCONSISTENT PROVISIONS. All ordinances or parts of ordinances in conflict herewith are hereby repealed.

SECTION 5. EFFECTIVE DATE. This Ordinance shall become effective immediately upon its adoption.

SECTION 6. This Ordinance was duly passed on first reading at a regular meeting of the City Council on the __ day of __, 2020 and adopted on the second and final reading at a regular meeting of the City Council on the __day of ___, 2020.

ATTEST:

FRANK CATINO, Mayor

GWEN PEIRCE, City Clerk

. . .. . . . (I) :v . ..•..

'(.LITE~~ CITY COUNCIL AGENDA ITEM #13

DISCUSS/TAKE ACTION ON ORDINANCE NO. 1189, AN ORDINANCE OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY, FLORIDA, AMENDING THE PENSION PLAN FOR GENERAL EMPLOYEES OF THE CITY OF SATELLITE BEACH; AMENDING PART I, CHAPTER 46, ARTICLE II, SECTION 46-36, “ADMINISTRATION”; PROVIDING FOR SEVERABILITY CLAUSE; PROVIDING AN EFFECTIVE DATE; AND PROVIDING FOR CODIFICATION (SECOND READING) To: Mayor and City Council Members

Via: Courtney Barker, City Manager

From: Brittany Jumper, Support Services Director

Meeting Date: 08/05/2020

Department: Support Services

Recommended Action: Adopt Ordinance No. 1189 on second reading to amend City Code Part I, Chapter 46, Article II, Section 46-36 as requested by the General Pension Board.

Summary: Ordinance No. 1189 was approved on first reading at the July 17, 2020 City Council meeting. The General Pension Board is recommending the enclosed ordinance amendment to increase the pool of potential nominees for vacant seats to include retired members, including those currently participating in the DROP or another individual elected by the trustees. The amendment would assist in filling positions when it falls below ten active members.

Budget Impacts: None

Attachments: • Ordinance No. 1189

ORDINANCE NO. 1189

AN ORDINANCE OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY, FLORIDA, AMENDING THE PENSION PLAN FOR GENERAL EMPLOYEES OF THE CITY OF SATELLITE BEACH; AMENDING PART I, CHAPTER 46, ARTICLE II, SECTION 46-36, “ADMINISTRATION”; PROVIDING FOR SEVERABILITY CLAUSE; PROVIDING AN EFFECTIVE DATE; AND PROVIDING FOR CODIFICATION

WHEREAS, the Pension Plan for General Employees of the City of Satellite Beach has recommended certain revisions to the Plan; and

WHEREAS, the City Council and the Trustees of the City of Satellite Beach General Employees Pension Plan desire to amend the Plan Document to provide for active and retired members, or for trustees to elect an individual to serve in a retiree seat when the active general employee membership falls below ten (10) active members; and

WHEREAS, the City of Satellite Beach City Council has determined that the passage of this ordinance is in the best interest of the citizens of the City of Satellite Beach.

NOW, THERE, BE IT ENACTED BY THE CITY COUNCIL OF THE CITY OF SATELLITE BEACH, BREVARD COUNTY FLORIDA, as follows:

SECTION 1. Section 46-36, of Part 1, Chapter 46, Article II, of the Code of Ordinances, City of Satellite Beach, Florida is hereby amended as follows:

Section 46-36. – Administration.

(a) The sole and exclusive administration and responsibility for the proper operation of the retirement system and for making effective the provisions of this article are hereby vested in a board of trustees which shall be designated as the plan administrator for the system. The board shall consist of five persons as follows:

(1) Three members shall be appointed by the city council to serve for a period of three years, unless sooner replaced by city council. An appointed member may succeed himself/herself. At the time of appointment, the three appointed members may be designated and appointed to serve simultaneously as members of the police and firefighters retirement board of trustees.

(2) Two employee members of the system, to be elected as provided in this section. If less than two employee members are willing to serve or be

{00154047.RTF;1}00149759.RTF;1

candidates for the Board and the general employee membership of the system falls below ten active members, an employee member seat may be held first by a retired member, including those currently participating in the DROP, or another individual elected pursuant to subsection (c) of this section.

(b) The regular term of office of each elected trustee shall be three years. Each person holding an employee member seat trustee may succeed himself/herself if reelected as provided in this section.

(c) Employee trustees shall be elected by a majority vote of all actively employed members of the system at places designated by the board. All qualified members entitled to vote shall be notified in person or by written notice ten days in advance of the election. The candidate who receives the highest number of votes for office shall be declared elected and shall take office immediately upon commencement of the term of office for which elected or as soon thereafter as he or she shall qualify therefor. An election shall be held not more than 30 days and not less than ten days prior to the commencement of the term for which a trustee is to be elected. The board shall establish and administer the nominating and election procedure for each election.

* * *

SECTION 2. This Section shall be codified and made a part of the Code of Ordinances of the City of Satellite Beach. In any such codification, the editor shall have the authority to re-number or re-letter any section of this Ordinance as may be necessary, however, no such editorial change will alter the substantive language of this Ordinance.

SECTION 3. SEVERABILITY CLAUSE. In the event a court of competent jurisdiction holds that any part of this Ordinance is invalid or unconstitutional, the remainder of this Ordinance will not be affected thereby, and it will be presumed that the City Council for the City of Satellite Beach did not intend to enact such invalid or unconstitutional provision. It shall further be assumed that the City Council would have enacted the remainder of this Ordinance without said invalid and unconstitutional provision, thereby causing said remainder to remain in full force and effect.

SECTION 4. REPEAL OF INCONSISTENT PROVISIONS. All ordinances or parts of ordinances in conflict herewith are hereby repealed.

SECTION 5. EFFECTIVE DATE. This Ordinance shall become effective immediately upon its adoption.

{00154047.RTF;1}00149759.RTF;1

________________________________

__________________________________

This Ordinance was duly passed on first reading at a regular meeting of the City Council on the _____ day of _______________, _______, and adopted on the second and final reading at a regular meeting of the City Council on the _____ day of ________________, ______.

FRANK P. CATINO, MAYOR

GWEN PEIRCE, CMC, CITY CLERK

{00154047.RTF;1}00149759.RTF;1

O,t:. ... . ,l:'. • C, .•..

TE~

CITY COUNCIL AGENDA ITEM #14 BOARD APPOINTMENTS

To: Mayor and City Council Members

Via: Courtney Barker, City Manager

From: Gwen Peirce, City Clerk

Meeting Date: 08/05/2020

Department: City Clerk

Recommended Action: Council will need to consider new board appointments.

Summary: Staff has been notified that Stephen Nieroda resigned from the Board of Adjustment because he moved out of the City. It is recommended that Alternate Member Mike Chase be moved up to the position of Primary Member on the Board of Adjustment.

Below is a list of board appointments and vacancies (Primary and Alternate Members), along with a board applicant for Council to consider:

Appointment: • Board of Adjustment:

o Appoint Mike Chase as a Primary Member, term ending 08/05/2023.

New Appointment: • Recreation Board Vacancies:

o Two (2) Primary Members, term ending 08/05/2023. o Two (2) Alternate Members

• Recreation Board Applicants: o Linette Pelletier

Other Board Vacancies – No Current Applicants: • Beautification Board:

o Two (2) Alternate Members

• Board of Adjustment: o One (1) Alternate Member

CITY MANAGER FORM 001

• Library Board: o Two (2) Alternate Members

• Sustainability Board: o One (1) Alternate Member

Attachments: None

CITY MANAGER FORM 001

08/05/2020 #15

CITY OF SATELLITE BEACH, FLORIDA

565 Cassia Boulevard Satellite Beach, FL 32937 (321) 773-4407 FAX: (321) 779-1388 INCORPORATED 1957

AGENDA CITY COUNCIL

REGULAR MEETING SATELLITE BEACH COUNCIL CHAMBER

565 CASSIA BOULEVARD, SATELLITE BEACH, FL 32937

AUGUST 19, 2020 7:00 PM

NOTE: THIS CITY COUNCIL MEETING INCLUDES THE OPTION TO BE ACCESSED ONLINE, INCLUDING ALLOWING FOR PUBLIC COMMENT. PLEASE SEE BELOW FOR DETAILS.

1. CALL TO ORDER BY MAYOR CATINO

2. MOMENT OF SILENCE AND PLEDGE OF ALLEGIANCE LED BY COUNCILWOMAN ROZYCKI

3. CITIZEN COMMENTS

4. CITY COUNCIL COMMENTS

5. CITY ATTORNEY REPORT

6. CITY MANAGER REPORT

7. CONSENT AGENDA: (Items listed on the Consent Agenda will be approved by one motion of the City Council. The Mayor and Councilmembers may remove any item from the Consent Agenda, which would automatically move that item to the Regular Agenda for separate discussion and vote.)

A. ADOPTION OF MINUTES: JULY 29, 2020, SPECIAL MEETING AUGUST 5, 2020, REGULAR MEETING

8. DISCUSS/TAKE ACTION ON FORMING A PARKING STUDY AD HOC COMMITTEE

9. DISCUSS/TAKE ACTION TO AMEND THE PIGGY BACK ON THE COUNTY’S CONTINUING CONTRACT FOR CONSTRUCTION MANAGEMENT WITH W&J CONSTRUCTION FOR THE CONSTRUCTION OF THE PUBLIC WORKS FACILITY

10. AGENDA ITEMS FOR NEXT REGULAR COUNCIL MEETING

COUNCIL AGENDA PAGE 2 AUGUST 19, 2020

How to Access the City Council Meeting online:

• To watch the meeting: City Council meetings are livestreamed on the City’s website and available after the meeting. Please visit the Meeting Videos page on www.satellitebeach.org to view new and archived meetings. City Council meetings will also be available to be viewed on Facebook Live on the City of Satellite Beach City Manager Facebook page.

• To join the meeting from your computer, tablet or smartphone, in order to have theability to make a comment, click the following link: https://us02web.zoom.us/j/89612397240 o To make a comment during citizens comments or in response to an item, please click

“raise hand” to alert the Clerk that you would like to speak OR use the chat function to type in comments to be read into the public record during the appropriate time during the meeting. To send comments prior to the meeting to be distributed to the City Council, please send an email to cityclerk@satellitebeach.org prior to 3:00 p.m. on August 5, 2020.

• To join the meeting by telephone: Dial (929) 205-6099; Webinar ID: 896 1239 7240

Pursuant to Section 286-0105, FSS, if an individual decides to appeal any decision made by the City Council with respect to any matter considered at this meeting, a verbatim transcript of the proceedings may be required and the individual my need to ensure that a verbatim transcript of the proceedings is made. In accordance with the Americans with Disabilities Act and Section 286.26, FSS. Persons with disabilities needing special accommodation to participate in this meeting should contact the City Clerk’s office at (321)773-4407.