Agenda Item Cover Sheet Agenda Item No. A-5

Meeting Date 4/15/2020

Consent Section Regular Section Public Hearing

Subject: Purchase of Property from Cee Bee Groves, Inc. through the Jan K. Platt ELAP Program as part of the Brooker Creek Buffer Preserve Addition ELAPP Site

Department Name: Conservation and Environmental Lands Management

Contact Person: Forest Turbiville & K. Gremley Contact Phone: 272-6573

Sign-Off Approvals:

Dexter Barge 4/3/2020 John Turbiville 4/3/2020Assistant County Administrator Date Department Director Date

Kevin Brickey 4/3/2020 Susan Fernandez 4/3/2020Management and Budget – Approved as to Financial Impact Accuracy

Date County Attorney – Approved as to Legal Sufficiency

Date

Gregory Horwedel 4/3/2020Deputy County Administrator Date

Staff's Recommended Board Motion:(a) Approve a contract with Cee Bee Groves Inc., a Florida Corporation, to acquire approximately 292 acres for $5,030,000 located within the Brooker Creek Buffer Preserve Addition Site as part of the Jan K.Platt Environmental Lands Acquisition and Protection Program (ELAPP), and to authorize staff to complete the transaction in accordance with the contract. The contract includes a pro-rata acreage adjustment based on $17,280 per acre for up to ten acres. Acquiring this property is a contingency for the purchase of adjoining tract under a different ownership. The purchase price is the average appraised value of the two appraisals prepared for the County. Existing ELAPP Bonds will fund capital acquisition costs of $5,272,850 ($5,030,000 purchase price, plus up to $172,850 pro-rata acreage adjustment, and associated transactional costs, not to exceed $70,000) and capital management costs not to exceed $950,000 (which includes restoration of upland habitats and demolition of non-essential structures). Additional annual operating costs will not exceed $2,500 for this fiscal year and can be accommodated within the current ELAPP Management Budget. Staff will include additional operating costs as part of the next annual budget submission. This action does not increase the current budget for the ELAPP Acquisition or ELAPP Restoration accounts. (b) Approve a Budget Amendment to realign $950,000 within the ELAPP Bond 2019 fund currently budgeted in the ELAPP Acquisition project (C89900000) tothe ELAPP Restoration CIP project (89200000) in order to provide funding for restoration of upland habitats and demolition of non-essential structures.

Financial Impact Statement:Existing ELAPP Bonds will fund capital acquisition costs of $5,272,850 ($5,030,000 purchase price, plus up to $172,850 pro-rata acreage adjustment, and associated transactional costs, not to exceed $70,000) and capital management costs not to exceed $950,000 (which includes restoration of upland habitats and demolition of non-essential structures). Additional annual operating costs will not exceed $2,500 for this fiscal year and can be accommodated within the current ELAPP Management Budget. Staff will include additional operating costs as part of the next annual budget submission. This action does not increase the current budget for the ELAPP Acquisition or ELAPP Restoration accounts. A Budget Amendment to realign $950,000 within the ELAPP Bond 2019 fund currently budgeted in the ELAPP Acquisition project (C89900000) to the ELAPP Restoration CIP project (89200000) will providefunding for restoration of upland habitats and demolition of non-essential structures.

Background:

On May 16, 2019, the Board approved the 2018 Annual Report for the Jan K. Platt Environmental Lands Acquisition and Protection Program (ELAPP). One of the approved ELAPP sites identified in the report is known as the Brooker Creek Buffer Preserve Addition, which includes lands east of the Brooker CreekBuffer Preserve site between Patterson and Boy Scout Roads. The 292-acre (more or less) parcel owned by Cee Bee's Groves, Inc, a Florida Corporation (Folios 1704.0000, 2594.0000, 2596.0000, 2596.0100, 2639.0000 2642.0000 & a portion of 1749.0000) is located between Boy Scout Road and Patterson Road,as shown on the attached sketches. This site is currently ranked as a "Class "A" approved ELAPP site. Under its revised ranking policy, the ELAPP Site Selection Team has recommended the site become an "Essential" approved ELAPP site in the next ELAPP Annual Report. In 2019, County staff contacted the real estate broker for the owner to initiate negotiations. The negotiated price of $5,030,000 is the average of the two appraisals (the lower appraised value is $4,790,000 and the higher is $5,270,000). Staff supports this purchase since: 1) it complies with the revised ELAPP Ranking and Acquisition Policy; 2) the parcel is one of the last large undeveloped tracts in this portion of the County; and 3) the contract to acquire this property is a contingency in a contract for the purchase of an adjoining 250 acres under a different ownership. Transactional requirements (survey, title insurance, and environmental site assessment) will not exceed $70,000. The contract has a provision for a prorated acreage adjustment up to ten acres at $17,285 per acre ($172,850 maximum increase/decrease). Staff is also authorized to execute documents required for the owners to have the transaction treated as a bargain sale pursuant to Section 170 (c) of the Internal Revenue Code and a Section 1031 exchange if requested by the Seller. Since the Seller has an orange grove business that they will be closing down as part of the sale, the contract provides for the terms and a $100,000 deposit for the owners to stay in possession of the property for up to six months to sell off assets and close operations. The contract provides for the maintenance, relocation and, if needed, removal of a modest memorial to a family member and a close business associate of the family. Capital management costs will not exceed $950,000 for: 1) restoration of 159 acres of disturbed uplands and 2) demolition of non-essential structures. Staff is exploring the potential of this property to provide mitigation for public projects which may reduce the ELAP Program'scost to restore the property.

List Attachments: Board Item Sketch, Contract for Purchase and Sale (2 Originals), GL Line Item Detail and Project Module Line Item Detail

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Location Map

NOTE: Location boundaries and acreages are approximate.

For more detailed information contract the E.L.A.P.P. program

JAN K. PLATT

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Real Estate DepartmentSurvey Division

GI S SECTION601 E. Kennedy Blvd.Tampa, Fl. 33601-1110

Brooker Creek Buffer Addition

Date: 03/31/2020

ENVIRONMENTAL LANDS ACQUISITION and PROTECTION PROGRAM (ELAPP)

SubjectProperty

Brooker Creek Buffer Addition

Area Approved

Subject Property

Preserved ELAPP Property

Contract being presented to BOCC

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Cee Bee’s Grove PropertyAgenda Item

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Date: 04/01/2020 Path: W:\Real_Estate\G19-139_BrookerCreekBufferAddition\Maps\Cee Bee Groves West-8.5x11-color.mxd

NOTE: Every reasonable effort has been made to assure the accuracy of this map.Hillsborough County

does not assume any liability arising from use of this map. THIS MAP IS PROVIDED WITHOUT

WARRANTY OF ANY KIND, either expressed or implied, including, but not limited to, the implied warranties

of merchantability and fitness for a particular purpose.

SOURCE: This map has been prepared for the inventory of real property found within Hillsborough County

and is compiled from recorded deeds, plats, and other public records; it has been based on BEST

AVAILABLE data.

Users of this map are hereby notified that the aforementioned public primary information sources should be

consulted for verification of the information contained on this map.

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601 E Kennedy Blvd, Tampa, FL 33602

(813) 272-5900

printroom@hillsboroughcounty.org

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Upl Period Fund Center Account Sub Account Activity Project Future Debit Credit Batch Name Batch Description Journal Name Journal DescriptionLine Description Messages

List - Text * Number * Number Text Text Text Text Text

MAR 2020 30019 136002 546060 5370 0000 C89200000 0000000 950,000 BOCC-PK-BA-20 BOCC 4/15/20 BOCC-PK-BA-?? BOCC 4/15/20 BOCC 4/15/20

� MAR 2020 30019 136002 561001 5370 0000 C89900000 0000000 950,000 BOCC-PK-BA-20 BOCC 4/15/20 BOCC-PK-BA-?? BOCC 4/15/20 BOCC 4/15/20

Totals: 950000 950000Tip: This is not the end of the Template. Unprotect the sheet and insert as many rows as needed.

Balance Type BudgetDatabase VMOHSHCTF013.PHCTFIData Access Set CNTYChart Of Accounts CNTY AKFF

Ledger CNTYCategory BOCC Budget Amendment

Budget BOCC FY2020

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Source Budget JournalOrganization BOCC Budget OrganizationCurrency USD

PROJECT/GRANT MODULE INPUT ONLY:

DEPARTMENT NAME:

ORGANIZATION:

INSTALL-

MENT PROJECT # TASK AWARD NAME INCREASE DECREASE NET CHANGE

AWARD - INCREASING/DECREASING

0 0 0

0 0 0

C89200000 03001900 Jan K Platt (ELAPP) Property Restoration Capital Pro 950,000 0 950,000

C89900000 03001900 Jan K Platt (ELAPP) Property Acquisition Capital Pro 0 950,000 (950,000)

950,000 950,000 0

C89200000 00000.04 03001900 Jan K Platt (ELAPP) Property Restoration Capital Pro 950,000 0 950,000

C89900000 00000.09 03001900 Jan K Platt (ELAPP) Property Acquisition Capital Pro 0 950,000 (950,000)

950,000 950,000 0

AGENDA ITEM:

BOCC MEETING DATE

Project Module Line Item Detail

PROJECT FUNDING

AWARD BUDGET

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Project: 2016-028-EL-P103 Brooker Creek Buffer Preserve Addition Cee Bee’s Groves Parcel Folio’s: 1704.0000, 1749.0000, 2594.0000, 2596.0000, 2596.0100, 2639.0000 & 2642.0000

CONTRACT FOR PURCHASE AND SALE This Contract for Purchase and Sale (the “Contract”) made and entered into this ____ day of _____________, 2020, by and between CEE BEE’S GROVES, INC., a Florida Corporation (“Seller”), having a mailing address of 16900 Boy Scout Road, Odessa, Florida 33556, and HILLSBOROUGH COUNTY, a political subdivision of the State of Florida (“Buyer”), having a mailing address of Post Office Box 1110, Tampa, Florida 33601, and FUENTES AND KREISCHER, P.A. (“Escrow Agent”), having a mailing address of 1407 W. Busch Blvd., Tampa, Florida 33624.

WITNESSETH:

That for, and in consideration of, the mutual promises and covenants herein contained and mutual advantages accruing to Seller and Buyer hereunder, and the sum of FIFTY THOUSAND DOLLARS ($50,000.00) (the “Deposit”) paid by Buyer to Escrow Agent, the receipt of which (subject to collection) is hereby acknowledged by Escrow Agent, it is mutually covenanted and agreed by Seller and Buyer as follows:

1. PROPERTY:

Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, that certain parcel of real property situated in Hillsborough County, Florida, described in Exhibit “A” attached hereto and incorporated herein by reference (the “Property”), for the price and upon the terms and conditions as hereinafter set forth.

2. PRICE AND TERMS:

The full purchase price of the Property is FIVE MILLION THIRTY THOUSAND DOLLARS ($5,030, 000.00) (the “Purchase Price”). The Purchase Price shall be payable to Seller as follows:

PURCHASE PRICE $ 5,030,000.00

DEPOSIT -$ 50,000.00

BALANCE PAID AT CLOSING $ 4,980,000.00

Deposit is to be paid to Escrow Agent within Fifteen (15) business days of the Effective Date. The balance shall be paid at closing by Hillsborough County warrant drawn upon Wachovia Bank, N.A., or other acceptable financial institution, and is subject to adjustments and prorations described herein.

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3. CLOSING:

Subject to the notice provisions and curative periods as provided in Paragraphs 6, 7, and 8, as well as other conditions of this Contract, Seller and Buyer shall close within One Hundred Forty (140) days from the Effective Date.

4. CONVEYANCE:

Seller shall convey title of the Property to Buyer as follows:

(a) All lands described in Exhibit “A” shall be conveyed by Warranty Deed, subject to the following exceptions (collectively, “Permitted Exceptions”):

(1) Restrictions and easements of record acceptable to Buyer. (2) Taxes for the year of closing and subsequent years.

Any additional exceptions must be waived and acknowledged by the appropriate party as specified

in Paragraphs 6, 7, and 8.

(b) Any and all interest in the Property described in Exhibit “B” shall be conveyed by Quit Claim Deed executed by Seller. Seller acknowledges that this conveyance is being granted at no additional cost to Buyer and that this conveyance is to assure that any and all ownership, current or potential, that Seller may have in the Property, where ownership may be in dispute, has been conveyed to Buyer. Buyer, at Buyer’s sole option, may waive the requirement for this conveyance.

5. COSTS:

Buyer will pay the costs of (a) the title insurance and 50-year title search as set forth in Paragraph

6, as well as any closing fees or costs required by the Escrow Agent; (b) the survey as stated in Paragraph 7; (c) the Environmental Site Assessment as set forth in Paragraph 8; and (d) recording the deeds of conveyance. Seller will pay the costs of (a) documentary stamps on the deeds of conveyance; (b) Seller’s attorney’s fees, if any, and brokerage commission pursuant to a separate agreement with Klein & Heuchan, Inc. of Clearwater, Florida; (c) removal, disposition, and/or proper disposal of any and all trash, debris, equipment, parts, personal property, agricultural material, and other items as identified in Paragraph 15 Extended Possession Period ; and (d) any other transactional or conveyance costs not specifically addressed herein (including, but not limited to, ad valorem taxes and commissions) required to complete the conveyance in accordance with the requirements of this Contract. Rental income, taxes, and assessments shall be prorated between Buyer and Seller as of the date of closing unless otherwise provided in this Contract. Buyer has not engaged the services of any realtor or broker and shall not be responsible for any commission fee or brokerage fee nor be liable to any realtor or broker for any commission or brokerage fee as a result of the purchase of the above described Property by Buyer from Seller. Seller acknowledges that Seller is solely responsible for the payment of a commission pursuant to a

separate agreement with Klein & Heuchan, Inc. of Clearwater, Florida.

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6. TITLE INSURANCE:

(a) Buyer, at its sole cost and expense, shall cause to be delivered at closing, an owner's title insurance policy issued by a Florida land title insurance company wherein title to the Property is insured to the extent of the Purchase Price for all property described in Paragraph 4(a) with only the described Permitted Exceptions.

(b) Buyer will request and receive a title insurance binder pertaining to the Property as

issued by a Florida land title insurance company and underwriter herein called “Title Binder,” and a Fifty (50) year title search for the Environmental Site Assessment described in Paragraph 8, that will be delivered to Buyer on or before Thirty (30) calendar days after the Effective Date with an endorsement within Ten (10) days of the delivery of the survey (as described in Paragraph 7). These costs will be charged to Buyer at closing.

(c) In the event title to the Property, as described in the Title Binder, or any endorsements, contains exceptions that are objectionable to Buyer, encumbrances that are unacceptable to Buyer, or is not insurable for any reason (collectively known as "Title Defects"), Buyer shall, within Forty-Five (45) days from the Effective Date, notify Seller, in writing, of any such Title Defects. If Buyer does not give such notification, Buyer will be deemed to have waived the claimed Title Defects described in the Title Binder so received. Seller shall have the option to either (a) correct the Title Defects to the satisfaction of Buyer; or (b) notify Buyer that Seller does not intend to do so. Seller shall notify Buyer within Ten (10) days of receipt of the notice from Buyer, as to the option Seller will exercise and, if Seller fails to notify Buyer, then it will be deemed that Seller will proceed to correct the Title Defects indicated by Buyer. If Seller does not intend to cure the requested Title Defect(s), and Seller has notified Buyer as described herein, Buyer shall have the option of (a) terminating this Contract within Twenty (20) days from receipt of such notice; or (b) accepting such title as Seller may be able to convey. If Buyer fails to notify Seller within the aforementioned Twenty (20) days, then it will be deemed that Buyer has exercised the option to terminate the Contract.

Seller shall have a period of One Hundred Eighty (180) days after notification of the Title

Defect(s) by Buyer, within which to cure any defect in title and closing will occur Ten (10) business days after Seller has cured the Title Defect(s), subject to the other conditions of this Contract. At the end of the aforementioned One Hundred Eighty (180) days, if Seller is unable to cure the requested Title Defect(s), then Seller shall notify Buyer, in writing, and Buyer shall have the option of (a) terminating this Contract within Twenty (20) days from receipt of such notice; or (b) accepting such title as Seller may be able to convey. If Buyer fails to notify Seller within the aforementioned Twenty (20) days, then it will be deemed that Buyer has exercised the option to terminate the Contract. If Buyer chooses to accept such title as Seller may be able to convey, the closing shall occur within Ten (10) business days after Buyer notifies Seller that it chooses to accept such title as Seller may convey. Buyer shall have Twenty (20) days from receipt of Seller’s notice that it is unable to cure the requested Title Defect(s) to notify Seller in writing of its decision to accept title.

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If Buyer elects to terminate this Contract pursuant to Paragraph 6, Seller's sole obligation

shall be to refund, to Buyer, the Deposit with accrued interest, if any, and, upon the making of such refund, this Contract shall terminate and be of no further force and effect and none of the parties hereto shall have any further obligation under this Contract.

7. SURVEY:

On or before One Hundred (100) days after the Effective Date, Buyer will request and receive a

survey of the Property through the Geomatics Section of the Hillsborough County Public Works Department to be performed by a surveyor registered as such under the laws of the State of Florida. The survey shall:

(a) Set forth an accurate description of the Property.

(b) Locate all existing easements and rights-of-way (setting forth the book and page number of the recorded instruments creating the same), alleys, streets and roads.

(c) Show any encroachments upon or by the Property.

(d) Show any existing above ground improvements (such as buildings, poles, power lines, fences, etc.).

(e) Contain a surveyor's certification in favor of Seller, Buyer, Escrow Agent, title insurance underwriter, and such other parties as Buyer may designate.

(f) Show all dedicated and maintained public streets providing access to the Property and whether or not such access is paved to the property line of the Property.

(g) Set forth the gross acreage of the Property to the nearest One-Tenth of an acre.

(h) State whether the Property is located in a flood zone and, if so, the specific flood zone designation of the Property.

(i) Be prepared in conformity with Minimum Technical Standards for Surveying and Mapping set forth by the Florida Board of Professional Land Surveyors in Chapter 61G-17-6, Florida Administrative Code, pursuant to Section 472.027, Florida Statutes.

(j) Show any and all matters listed as exceptions to title on the Property Title Binder.

If the survey shows, in the sole determination of Buyer, (a) any encroachments on the Property, or that an improvement, if any, located on the Property, encroaches on other lands (collectively, “Encroachments”); or (b) that there are gaps, overlaps, or other survey-related defects relating to the Property (collectively, “Survey Defects”), notice to that effect shall be given by Buyer to Seller within One Hundred Twenty (120) days from the Effective Date. Seller shall have the option to either (a) correct the Encroachments and/or Survey Defects to the satisfaction of Buyer; or (b) notify Buyer that Seller does

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not intend to do so. Seller shall notify Buyer within Ten (10) days of receipt of the notice from Buyer as to the option Seller will exercise, and if Seller fails to notify Buyer, then it will be deemed that Seller will proceed to correct the Encroachments and/or Survey Defects indicated by Buyer.

In the event Seller notifies Buyer that Seller does not intend to resolve or correct the

Encroachments and/or Survey Defects to the satisfaction of Buyer, Buyer, at its sole discretion, shall have the option of (a) terminating this Contract, at which time all deposited funds with accrued interest, if any, shall be returned to Buyer; or (b) accepting the Property in its current condition with no corrective action by Seller. Buyer will have Twenty (20) days in which to exercise this option and, if Buyer fails to notify Seller, then it will be deemed that Buyer has exercised the option to terminate this Contract.

Seller shall have a period of One Hundred Eighty (180) days, after notification of the

Encroachments and/or Survey Defects, within which to cure said defects, at Seller's expense. Closing will occur Ten (10) business days after Seller has notified Buyer that the Encroachments and/or Survey Defects have been cured, subject to the other conditions of this Contract. If Seller fails to remove or cure all such Encroachments and/or Survey Defects within the aforesaid One Hundred Eighty (180) day period, unless extended by mutual agreement of Seller and Buyer, then Seller shall notify Buyer, in writing, and Buyer shall have the option of (a) terminating this Contract by notifying Seller, in writing, of such intent to terminate, within Twenty (20) days after the receipt of the notice from Seller or at expiration of the aforesaid One Hundred Eighty (180) day period (whichever occurs first); or (b) waiving the Encroachments and/or Survey Defects and proceeding with the Contract. If Buyer fails to notify Seller within the aforementioned time period, then it will be deemed that Buyer has exercised the option to terminate this Contract. If Buyer chooses to waive the Encroachments and/or Survey Defects and proceed to closing, the closing shall occur within Ten (10) business days after Buyer notifies Seller that it chooses to waive the Encroachments and/or Survey Defects. Buyer shall have Twenty (20) days from receipt of Seller’s notice that it is unable to remove or cure all such Encroachments and/or Survey Defects to notify Seller, in writing, of its decision to waive the Encroachments and/or Survey Defects and proceed to closing. Notwithstanding the provisions of Paragraph 10 (Effects of Default) hereof, termination of this Contract shall be Buyer's sole remedy if Seller fails to remove or cure any Encroachments and/or Survey Defects within the One Hundred Eighty (180) day period referred to above. In the event of such termination, the Deposit with accrued interest, if any, paid under this Contract by Buyer, shall be returned to Buyer immediately, upon demand, and thereupon, all rights and liabilities of the parties arising under this Contract shall terminate.

Seller acknowledges that Buyer, at the sole option of Buyer, may waive the requirement for a survey as detailed in this Paragraph 7. In the event Buyer waives the requirement for a survey, Buyer also waives any right to require Seller to resolve any Encroachment or Survey Defect.

8. HAZARDOUS SUBSTANCES AND ENVIRONMENTAL ASSESSMENT:

Seller covenants that, to the best of Seller’s knowledge and belief, no hazardous substances,

pollutants, contaminants, or hazardous wastes, as defined in any applicable federal, state, or local laws, statutes, rules, and regulations including, but not limited to, asbestos, PCBs, and urea formaldehyde, have been generated, released, stored or deposited over, beneath or on the Property, or in any structures located on the Property from any source whatsoever, by Seller or by its predecessors in interest in the Property or

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by any other person or entity. Buyer acknowledges that this covenant does not apply to the application of chemicals in accordance with manufacturers specifications as part of agricultural operations.

Seller has no knowledge of any buried, partially buried, or above-ground tanks, storage vessels, drums, or containers located on the Property other than the three above ground fuel tanks for wells, four above ground tanks in the Equipment Storage and Maintenance Area, a semi-trailer with various insecticides, fertilizers, herbicides, minerals, and other chemicals , various lubricants and other equipment related products in the Equipment Storage and Maintenance Area, and one or more septic tanks associated with residential use of the Property, or knowledge of any release of hazardous materials onto or into the Property. Seller warrants, to the best of Seller's knowledge and belief that, during the time of Seller’s ownership of the Property, no hazardous wastes were placed, released, stored, buried, disposed or dumped onto the Property. Buyer acknowledges that this statement does not apply to the application of chemicals in accordance with manufacturers specifications as part of agricultural operations.

Within One Hundred (100) days from the Effective Date, Buyer, at its sole cost and expense, shall

cause to have conducted, an Environmental Site Assessment of the Property, as defined by ASTM Standard E1527-13 (Standard Practice for Environmental Site Assessments: Phase One Environmental Site Assessment Process), as well as any additional soil and/or ground water testing that Buyer deems necessary. Buyer shall review the Environmental Site Assessment for completeness, review reports on any additional testing, and determine if there are any unacceptable contaminations or exceptions. Such assessment will be conducted by a qualified expert in the field of environmental engineering, acceptable to Buyer. If the assessment and/or testing results reveal levels of hazardous waste, pollutants, or unacceptable contaminations or exceptions which Buyer, in its sole discretion, deems unacceptable, Buyer shall so notify Seller, in writing, within One Hundred Twenty (120) days of the Effective Date, and Seller shall have the option to either (a) correct the deficiencies to the satisfaction of Buyer; or (b) notify Buyer that Seller does not intend to do so. Seller shall notify Buyer, within Ten (10) days of receipt of the notice from Buyer, as to the option Seller will exercise and, if Seller fails to notify Buyer, then it will be deemed that Seller will proceed to correct the contamination referenced in the Environmental Site Assessment.

In the event Seller notifies Buyer that Seller does not intend to resolve the deficiency to the

satisfaction of Buyer, Buyer, at its sole discretion, shall have the option of (a) terminating this Contract, at which time the Deposit with accrued interest, if any, shall be returned to Buyer; or (b) accepting the Property in its current condition with no corrective action by Seller. Buyer will have Twenty (20) days in which to exercise this option and, if Buyer fails to notify Seller, then it will be deemed that Buyer has exercised the option to terminate this Contract.

In the event Seller elects to proceed with corrective action, Seller shall have One Hundred Eighty (180) days, thereafter, to complete corrective action satisfactory to Buyer. It is agreed that the closing date, as provided in Paragraph 3 herein above, shall be extended to a date Twenty (20) days after the satisfactory completion of such corrective action. In the event Seller has not completed corrective action satisfactory to Buyer within the time provided, Buyer, at its sole discretion, shall have the option of (a) terminating this Contract, at which time the Deposit with accrued interest, if any, shall be returned to Buyer; or (b) accepting the Property with no further corrective action and closing in accordance with Paragraph 3. In the event of such termination, the Deposit with accrued interest, if any, paid under this

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Contract by Buyer, shall be returned to Buyer immediately, upon demand, and thereupon, all rights and liabilities of the parties arising under this Contract shall terminate.

Seller acknowledges that Buyer, at the sole option of Buyer, may waive the requirement for an

Environmental Site Assessment as detailed in this Paragraph 8. In the event Buyer waives the requirement for an Environmental Site Assessment, Buyer also waives any right to require Seller to resolve any matters relating to levels of hazardous waste, pollutants, or unacceptable contaminations or exceptions noted in the Environmental Site Assessment.

9. COVENANTS, REPRESENTATIONS, AND WARRANTIES: Seller hereby covenants, represents, and warrants, now and through the closing of this Contract: (a) That Seller has good and marketable title to the Property described in Exhibit “A”

subject to the items described in Paragraph 4(a) and (b) hereof, or will have good and marketable title prior to the closing date.

(b) That Seller has made no commitments (either oral or written) to any organization, governmental body, or other entity to dedicate any portion of the Property for public or private use. (c) That Seller has not received notice of any pending condemnation or similar proceeding affecting the Property or any portion thereof.

(d) That Seller has no knowledge of any actions, suits, or proceedings, pending or threatened, against or affecting the Property or any portion thereof, or relating to or arising out of the ownership of the Property or any portion thereof, in any court or before or by any governmental entity.

(e) That Seller has made no commitments (either oral or written) to any individual, company, corporation, non-profit organization, or other private entity relating to the sale, conveyance, transfer, use, or any partial interest of all or part of the Property.

(f) That there are no leasehold interests in the Property, or if there are, that they shall be terminated prior to or at the time of closing.

(g) That during the time of Seller's ownership of the Property, Seller warrants that, to the best of Seller's knowledge and belief, no hazardous wastes, hazardous substances, pollutants and/or contaminants were placed, released, stored, buried, disposed, or dumped onto the Property, except [need restated list from Paragraph 8]. Buyer acknowledges that this covenant, representation, and warranty does not apply to the application of chemicals in accordance with manufacturers specifications as part of agricultural operations. (h) That the Property is not the homestead of Seller and that Seller will execute the necessary affidavit, as required by the title insurance company, to affirm this fact or, if any

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portion of the Property is the homestead of Seller, that Seller will execute the appropriate documentation as required by the title insurance company.

10. EFFECTS OF DEFAULT:

If Seller, except as otherwise provided herein, is not in default pursuant to any of the terms of this Contract, and if Buyer fails to purchase the Property or to perform any of the covenants, conditions or warranties of this Contract, Seller shall be entitled to retain the Deposit with accrued interest, if any, such being agreed upon as liquidated damages in full payment for the failure of Buyer to perform the duties and obligations imposed upon it pursuant to this Contract. In consideration of the removal of the Property from the market and in recognition of the difficulty, inconvenience, and uncertainty of ascertaining actual damages and considering that no other rights, remedies, or damages shall, in any case, be collectible, enforceable, or available to Seller, other than as provided in this paragraph, Seller agrees to accept and take such Deposit with accrued interest, if any, as Seller's total damages and relief hereunder in such event. If Seller, for any reason, fails to perform any of the covenants, conditions, or warranties of this Contract, Buyer shall, at its option, (a) waive the nonperformance and proceed with closing; (b) be entitled to the immediate return of the Deposit with accrued interest, if any, and terminate this Contract; or (c) have the remedy of specific performance of this Contract.

11. MISCELLANEOUS:

(a) Governing Law: This Contract shall be governed by, and construed in accordance with, the laws of the State of Florida. (b) Exhibits: Exhibits “A”, “B”, “C”, “D”, “E” “F”, and “G” are attached to and incorporated herein by reference.

(c) Binding Effect: This Contract shall be binding upon, and inure to the benefit of the parties hereto, and their respective heirs, personal representatives, successors, and assigns. The covenants of this Contract will survive delivery and recording of the deeds and possession.

(d) Entire Contract: This Contract and the exhibits and attachments hereto, contain the final and entire Contract between the parties with respect to the sale and purchase of the Property, and are intended to be an integration of all prior negotiations and understandings. This Contract supersedes all prior negotiations, understandings, representations or agreements, both written and oral. Buyer and Seller shall not be bound by any terms, conditions, statements, warranties, or representations, oral or written, not contained herein. No change or modification of this Contract shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any provision of this Contract shall be valid unless in writing and signed by the party who possesses the right to waive enforcement of same.

(e) Multiple Counterparts: This Contract may be executed in more than one counterpart, each of which shall be deemed an original.

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(f) Severability: If any one or more of the provisions of this Contract should be held contrary to law or public policy, or should, for any reason whatsoever, be held invalid or unenforceable by a court of competent jurisdiction, then such provision or provisions shall be null and void and shall be deemed separate from the remaining provisions of this Contract, which remaining provisions shall continue in full force and effect, provided that the rights and obligations of the parties contained herein are not materially prejudiced and the intentions of the parties continue to be effective.

(g) Survivability: Any term, condition, covenant, or obligation which requires performance by either party subsequent to termination of this Contract shall remain enforceable against such party subsequent to such termination.

(h) Time of Essence: Time is of the essence with regard to all dates and times set forth in this Contract. If the final date of any period set forth herein falls on a Saturday, Sunday, or legal holiday under the laws of the State of Florida or the United States of America, the final date of such period shall be extended to the next day that is not a Saturday, Sunday, or a legal holiday.

(i) Effective Date: This Contract shall be effective as of the date the Contract is approved by the Hillsborough County Board of County Commissioners as Buyer (the “Effective Date”).

(j) Headings: The paragraph headings used in this Contract are for convenience only and are not intended to imply or restrict application.

(k) Approval and Signing: If this Contract is not approved by Buyer on or before May 22, 2020, this Contract shall be null and void and have no further force and effect. The date that this Contract is signed by Buyer will have no impact on the Effective Date.

(l) Authorization: Each party represents to the other that such party has authority under all applicable laws to enter into a Contract containing such covenants and provisions as are contained herein, that all of the procedural requirements imposed by law upon each party for the approval and authorization of this Contract have been properly completed, and that the persons who have executed the Contract on behalf of each party are authorized and empowered to execute said Contract.

(m) Radon Gas: Radon is a naturally occurring gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County health unit.

(n) Interest: Seller acknowledges that Buyer, at the sole option of Buyer, may waive the requirement for Escrow Agent to place the Deposit in an interest-bearing account by

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notifying Escrow Agent in writing. In this event, Seller and Buyer acknowledge that there will be no accrued interest with the Deposit.

(o) Documents: With Seller's signing and return of this Contract, Seller will provide Buyer with copies of any surveys, title policies or abstracts, environmental assessments, and any soil or groundwater analysis performed by a licensed engineer or other party in Seller’s possession at that time. If Seller fails to provide these documents in accordance with this paragraph, Buyer will have the option to terminate this Contract.

(p) Electronic Signature: The parties agree that this Contract may be executed by Buyer by electronic signature in a manner that complies with Chapter 668, Florida Statutes, and as approved by the Hillsborough County Board of County Commissioners in Resolution R15-025 on February 4, 2015.

(q) Residents: Seller acknowledges and affirms that the only ‘non-owner’ party currently residing on the Property is Mike Dennison and Kim Dennison, husband and wife (the “Residents”), who are occupying the residential structure located near the northern shore of Buck Lake (the “North Shore House” as shown on the Improvement Location Map provided in Exhibit “C”). As a condition of this Contract, prior to closing Seller will either (a) provide a fully executed Residents Affidavit (attached as Exhibit “D”) signed by the Residents, or (b) have the Residents vacate the Property prior to closing.

(r) Prior to the end of the Extended Possession Period (as provided in Paragraph 15), Seller will remove all trash, equipment, personal property, junk, and/or agricultural materials from the Property, including but not limited to the following locations shown on the Improvement Location Map provided in Exhibit “C”: Western Barn, Equipment Storage & Maintenance Area, and Grove Materials Storage Area, as well as any personal property from the North Shore House and the Buck Lake Structures.

12. ESCROW AGENT:

Escrow Agent agrees to hold, keep, and deliver the Deposit and all other sums, documents, instruments, and deeds of conveyance delivered pursuant hereto in accordance with the terms and provisions of this Contract. In the event Escrow Agent receives written notice from either party of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with, or for, the monies, documents, instruments, and deeds of conveyance involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under terms of this Contract and, in so doing, Escrow Agent shall not become liable to anyone for such refusal. Buyer, to the extent allowed by law and subject to the provisions of Section 768.28, Florida Statutes, and Seller, jointly and severally, agree to indemnify and hold harmless Escrow Agent, from any and all reasonable costs, damages, and expenses, including reasonable attorneys' fees and paralegal fees that Escrow Agent may incur in its good faith compliance with the terms of this Contract, including, but not

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limited to, any and all such costs, damages, and fees incurred in connection with the filing of an action in the nature of interpleader, by Escrow Agent. In the event of disagreement between Buyer and Seller, as provided herein above, however, this indemnification provision shall not extend to any acts of negligence, willful malfeasance, or omission on the part of Escrow Agent.

Seller, Buyer, and Escrow Agent hereby certify that they are aware that the Federal Deposit Insurance Corporation (FDIC) and the Federal Savings and Loan Insurance Corporation (FSLIC) coverage, whichever is applicable to this Contract, apply only to a maximum amount of $100,000 for each individual depositor. Seller and Buyer understand that Escrow Agent assumes no responsibility for, nor will it be held liable for, any loss occurring which arises from the fact that the amount of the above account may cause the aggregate amount of any individual depositor's accounts to exceed $100,000 and that the excess amount is not insured by the FDIC or FSLIC, whichever is applicable to this Contract. The Deposit will be held in a bank acceptable to Buyer, in an interest-bearing, money market account at the option and direction of Buyer. The accrued interest on the Deposit will be refunded to Buyer at the time of closing or as otherwise provided in this Contract.

13. NOTICES:

Any, and all, notices, demands, consents, approvals or other communication either party may require or may desire to serve upon the other party in connection with this Exchange Agreement, shall be in writing, signed by the party or its counsel identified below, and shall be served by registered or certified mail, overnight courier service, or either electronic mail or facsimile transmission with confirmation (followed promptly by personal service or regular mailing of a hard copy), at the addresses set forth below: To Seller: Cee Bee’s Groves, Inc.

16900 Boy Scout Road, Odessa, Florida 33556 Attention: Ken Burchenal wkburchenal@gmail.com

With Copy To: Kristopher E. Fernandez

114 S. Fremont Avenue Tampa, FL 33606 (813) 832-6340 (office)

KFernandez@kfernandezlaw.com

To Buyer: Hillsborough County

Conservation and Environmental Lands Management Department 601 E. Kennedy Blvd., 24th Floor

Tampa, Florida 33602 Attention: Kurt Gremley, ELAPP Acquisition Manager gremleyk@hillsboroughcounty.org

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To Escrow Agent: Fuentes and Kreischer, P. A. 1407 W. Busch Blvd. Tampa, Florida 33612 Attention: Al Kreischer

or to such other address as a party may have specified in writing to the other party using the procedures contained in this paragraph. Notices sent (i) via hand delivery shall be deemed delivered when received; (ii) via overnight delivery (by a nationally recognized overnight delivery service) shall be deemed delivered on the next business day after deposit with such service; (iii) by electronic mail or facsimile transmission shall be deemed delivered the day of transmission, or (iv) via certified mail shall be deemed delivered One (1) day after date of mailing. 14. ACREAGE ADJUSTMENT:

The Purchase Price is based upon the Property containing Two Hundred Ninety-One (291) acres. The Purchase Price will be adjusted based on Seventeen Thousand Two Hundred Eighty-Five Dollars ($17,285) per acre on a prorated basis for any variation from Two Hundred Ninety-One (291) acres, as provided herein. The adjustment will be based on the survey prepared pursuant to Paragraph 7 and will include the open water associated with the non-sovereign water body commonly known as Buck Lake.

Within Fifteen (15) days from the receipt of the survey, Buyer will provide Seller with Two (2)

copies of the survey and the calculations for the adjustment to the Purchase Price. If there is more than a Ten (10) acre increase from the aforementioned acreage, Buyer reserves the right to terminate this Contract within Thirty (30) days of the receipt of the survey. If there is more than a Ten (10) acre decrease from the aforementioned acreage, Seller reserves the right to terminate this Contract within Thirty (30) days of the receipt of the survey from Buyer.

If either Buyer or Seller fails to exercise the option to terminate within such time, it will be deemed that they have waived their respective right to terminate the Contract pursuant to this Paragraph 14. If the option to terminate is timely exercised, then the Deposit with accrued interest, if any, shall be returned to Buyer and thereupon all rights and liabilities of the parties under this Contract shall terminate and neither party shall be entitled to any damages as a result of its termination. 15 EXTENDED POSSESSION PERIOD:

Buyer agrees that Seller shall not be required to deliver possession of the Property for a period of up to One Hundred Fifty (150) days following the date of closing (the “Extended Possession Period”). During the Extended Possession Period, Seller shall comply with the terms and conditions (the “Terms of Extended Possession”) set forth in Exhibit “E”, attached hereto and incorporated herein by reference. Seller understands and agrees that the sum of One Hundred Thousand Dollars ($100,000.00) shall be withheld from the sale proceeds due to Seller at closing and placed in a non-interest bearing escrow with Buyer’s title insurance company in order to ensure Seller’s compliance with the Terms of Extended Possession. Seller further understands and agrees that a sum sufficient to cover the premium for the insurance coverage described in the Terms of Extended Possession shall also be withheld from Seller’s sale proceeds and utilized by Buyer’s title insurance company to pay for the cost of said insurance.

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Seller will schedule a site inspection with Buyer at least Thirty (30) days prior to the end of Seller’s

occupancy under the Extended Possession Period to inspect the Property to determine whether any remaining trash, equipment, personal property, junk, and/or agricultural materials, still needs to be removed from the Property. Seller, at the sole option of Seller, may harvest any fruit prior to the end of the Extended Possession Period. The Director of the Conservation and Environmental Lands Management Department shall have the authority to provide instructions to the Escrow Agent to ensure the proper administration of the escrowed funds. All provisions of this Contract (including but not limited to Exhibit “E”) relating to the extended occupancy of Seller) on the Property shall remain in full force and effect for a period of One (1) year following the closing on the sale of the Property to Buyer.

During the term of the Contract, Buyer shall have the right to enter the North Shore House and Buck Lake Structures, as well as any associated structures, to confirm and photo document the condition of these structures should such information be needed in connection with any claim against Seller for damages pursuant to the Terms of Extended Possession. Buyer will provide a minimum notice of Three (3) business days prior to this inspection.

16. BARGAIN SALE:

Notwithstanding that the purchase price of the Property is Five Million Thirty Thousand Dollars ($5,030,000), subject to an acreage adjustment set forth in this Contract, Buyer and Seller agree that the fair market value of the Property is in excess of the Purchase Price, and that, accordingly, the transfer of the Property from Seller to Buyer may constitute a bargain sale to a charitable organization as described by Income Tax Regulations Sections 1.170A-4(c) and 1.1011. It is Seller’s intent that the transfer of the Property to Buyer constitute in part a charitable contribution, as defined in Section 170(c) of the Internal Revenue Code. Buyer agrees that it will reasonably cooperate with and assist Seller in complying with IRS regulations necessary to cause the transaction to be treated as a bargain sale to a charitable organization. Buyer agrees to execute, as and when requested by Seller, an IRS form 8283 and other appropriate documentation required by the IRS, necessary to cause this transaction to be treated in part as a charitable contribution; provided that the execution of same will not, in the sole option of Buyer, affect Buyer's right, title, interest, and/or use of the Property or create any additional liabilities. Buyer shall not be obligated to incur any additional expenses in connection with its assistance to Seller in complying with said IRS regulations. 17. SECTION 1031 EXCHANGE:

Seller may, in its entirety or a portion, consummate the sale of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to § 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that: (a) the closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to Seller’s obligation under this Contract; (b) Seller shall effect its Exchange through an assignment of this Contract, or its rights under this Contract, to a qualified intermediary; (c) Buyer shall not be required to take an assignment of the purchase agreement for replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by Seller; and (d) Seller shall pay any additional costs that would not otherwise have been incurred by Buyer had

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Seller not consummated the transaction through an Exchange. Buyer shall not by this Contract or acquiescence to an Exchange desired by Seller have its rights under this Contract affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to Seller that its Exchange in fact complies with § 1031 of the Code.

16. FAMILY MEMORIAL:

Seller and Buyer are entering into an “Agreement for Memorial Maintenance and Relocation Family Memorial” as provided in Exhibit “G” relating to a family memorial for Bill Burchenal and Les Dennison on the Property, designating the parties who will maintain the memorial, establishing the rights of Buyer regarding the memorial, and providing for access to the memorial. Seller acknowledges and affirms that (a) there is no commitment or representation on the part of Buyer regarding the naming or dedication of the natural open space park; and (b) any naming or dedication of the natural open space park by Buyer is at the sole option, discretion, and direction of Buyer.

[SIGNATURES CONTAINED ON FOLLOWING PAGES]

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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Signed, sealed and delivered in the presence of: “SELLER” CEE BEE’S GROVES, INC.

A Florida Corporation

Witness: By: William K. Burchenal

Print Name: Vice President Witness: Print Name:

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization, this ____ day of ________________, 20____, by William K. Burchenal who is [__] personally known to me or [__] has produced a ___________________________________ as identification.

NOTARY PUBLIC

Sign:

(Notary Seal) Print Name:

My Commission Expires:

THIS CONTRACT SUBJECT TO THE APPROVAL OF

THE BOARD OF COUNTY COMMISSIONERS

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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Signed, sealed and delivered in the presence of: "ESCROW AGENT" FUENTES AND KREISCHER, P.A.

Witness: By: Print Name: Print Name_________________________ Witness: Print Name:

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization, this ____ day of ________________, 20____, by ____________________________ who is [__] personally known to me or [__] has produced a ___________________________________ as identification.

NOTARY PUBLIC

Sign: Print Name:

(Notary Seal) My Commission Expires:

THIS CONTRACT SUBJECT TO THE APPROVAL OF

THE BOARD OF COUNTY COMMISSIONERS

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EXHIBIT "A"

LEGAL DESCRIPTION

A parcel of land lying in Sections 20 21, 28, and 29, Township 27 South, Range 17 East lying in Hillsborough County and described as the following: Beginning at the Southeast corner of the Southwest 1/4 of Section 20, Township 27 South, Range 17 East, Hillsborough County, Florida, run thence N 89° 14' 55" West, 1151.74 feet along the South boundary of the Southwest 1/4 of said Section 20; thence N 09° 50' 35" East, 1338.88 feet; thence N 00° 01' 06" East, 411.08 feet; thence S 87° 57' 26" East, 1510.00 feet; thence S 21° 50' 18" East, 750.00 feet; thence S 50° 52' 40" East, 1627.51 feet to a point on the South boundary of the Southeast 1/4 of the Southeast 1/4 of said Section 20; thence N 89° 08' 34" West, 808.20 feet along the South boundary of the Southeast 1/4 of the Southeast 1/4 of said Section 20 to the Southwest corner thereof; thence N 89° 09' 17" West, 1320.06 feet along the South boundary of the Southwest 1/4 of the Southeast ¼ of said Section 20 to the Point of Beginning. Together With: The North 1/2 of the Northwest 1/4 of Section 28; and the Northeast 1/4 of the Northeast 1/4 and the North 1/2 of the Southeast 1/4 of the Northeast ¼ of Section 29; all in Township 27 South, Range 17 East, Hillsborough County, Florida. Together With: The North 421.5 feet of the Southwest 1/4 of the Northwest 1/4 of Section 28, Township 27 South, Range 17 East, more particularly described by dimension according to an occupational survey of Mr. B. M. Sullivan, not dated, but identified as Order No. 905-A, as follows: Beginning at an iron pipe at the Northeast corner of said Southwest 1/4 of the Northwest 1/4 of Section 28; run South 421.5 feet along the East boundary of said Southwest 1/4 of the Northwest 1/4; run thence Westerly 1344.4 feet to the West boundary of said Southwest 1/4 of the Northwest 1/4; run thence North along said West boundary of Southwest 1/4 of the Northwest 1/4, 421.5 feet to an iron pipe marking the Northwest corner of said Southwest 1/4 of the Northwest 1/4; run thence East 1358.6 feet to the Point of Beginning, Hillsborough County, Florida. Together With: Tract beginning at the Northwest corner of the Southeast 1/4 of the Northwest ¼ f Section 28, Township 27 South, Range 17 East, Hillsborough County, Florida, thence South (N 02° 35' 11" W- -meas.) along the West boundary of the Southeast 1/4 of the Northwest 1/4 of said Section 28, to a point 487.00 feet North of the Southwest corner of the Southeast 1/4 of the Northwest 1/4 of said Section 28, thence S 88° 25' 21" E., 1292.00 feet (1284.20 meas.) to a point on the East boundary of the Southeast 1/4 of the Northwest 1/4 of said Section 28, said point being 488.27 feet North of the Southeast corner of the Southeast ¼ of the Northwest 1/4 of said Section 28, thence North (N 01° 52' 36" E- -meas.), 949.97 feet to the Northeast corner of the Southeast 1/4 of the Northwest ¼ of said Section 28, thence West (N 88° 20' 07" W- -meas.), 1272.40 feet to the Point of Beginning. Together with:

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That part of Southwest 1/4 of Southeast 1/4 of Section 21, Township 27 South, Range 17 East, Hillsborough County, Florida, lying Southwest of Boy Scout Road. LESS A parcel of land being a portion of the Southwest 1/4 of the Southeast 1/4 of Section 21, Township 27 South, Range 17 East, Hillsborough County, Florida; being more particularly described as follows: Commence at the Southwest corner of the Southeast 1/4 of Section 21, Township 27 South, Range 17 East, thence N. 00°25’01” W. along the West boundary of the Southwest 1/4 of the Southeast 1/4 of said Section21, a distance of 74.0 feet to the Point of Beginning; thence N.00°25’01” W. along the West boundary of the Southwest 1/4 of the Southeast 1/4 of said Section 21, a distance of 837.03 feet to the Southwesterly right-of-way line of Boy Scout Road; thence S. 40°20’49” E. along said Southwesterly right-of-way line of Boy Scout Road a distance of 736.77 feet; thence S. 49°39’11” W. a distance of 426.54 feet to a point 74.0 North of the South boundary of the Southwest 1/4 of the Southeast 1/4 of said Section 21; thence N. 89°44’25” W. along a line 74.0 feet North and parallel to the South boundary of the Southwest 1/4 of the Southeast 1/4 of said Section 21, a distance of 145.82 feet to the West boundary of the Southwest 1/4 of the Southeast 1/4 of said Section 21 and the Point of Beginning. Together With: A parcel of land being a portion of the Southeast 1/4 of the Southwest 1/4 of Section 21, Township 27 South, Range 17 East, Hillsborough County, Florida; being more particularly described as follows: Begin at the Southeast corner of the Southwest 1/4 of Section 21, Township 27 South, Range 17 East; thence N 88°01’06” W along the South boundary of said Section 21, a distance 187.25 feet; thence N 76°31’13” E, a distance of 192.05 feet to the East boundary of the Southwest 1/4 of said Section 21; thence S 00°25’13” E along the East boundary of the Southwest 1/4 of said Section 21, a distance of 51.24 to the Point of Beginning.

Exact legal descriptions are subject to final property survey.

Approximate boundary and location shown on the attached location map

END OF LEGAL DESCRIPTION

ONE PAGE SKETCH ON FOLLOWING PAGE

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EXHIBIT "B"

QUIT CLAIM LEGAL DESCRIPTION

Any and all interests in lands above and/or below the ordinary high water lines including rights to

submerged and overflow lands, littoral rights and mineral interests in the following:

A parcel of land lying in Sections 20 21, 28, and 29, Township 27 South, Range 17 East lying in Hillsborough County and described as the following: Beginning at the Southeast corner of the Southwest 1/4 of Section 20, Township 27 South, Range 17 East, Hillsborough County, Florida, run thence N 89° 14' 55" West, 1151.74 feet along the South boundary of the Southwest 1/4 of said Section 20; thence N 09° 50' 35" East, 1338.88 feet; thence N 00° 01' 06" East, 411.08 feet; thence S 87° 57' 26" East, 1510.00 feet; thence S 21° 50' 18" East, 750.00 feet; thence S 50° 52' 40" East, 1627.51 feet to a point on the South boundary of the Southeast 1/4 of the Southeast 1/4 of said Section 20; thence N 89° 08' 34" West, 808.20 feet along the South boundary of the Southeast 1/4 of the Southeast 1/4 of said Section 20 to the Southwest corner thereof; thence N 89° 09' 17" West, 1320.06 feet along the South boundary of the Southwest 1/4 of the Southeast ¼ of said Section 20 to the Point of Beginning. Together With: The North 1/2 of the Northwest 1/4 of Section 28; and the Northeast 1/4 of the Northeast 1/4 and the North 1/2 of the Southeast 1/4 of the Northeast ¼ of Section 29; all in Township 27 South, Range 17 East, Hillsborough County, Florida. Together With: The North 421.5 feet of the Southwest 1/4 of the Northwest 1/4 of Section 28, Township 27 South, Range 17 East, more particularly described by dimension according to an occupational survey of Mr. B. M. Sullivan, not dated, but identified as Order No. 905-A, as follows: Beginning at an iron pipe at the Northeast corner of said Southwest 1/4 of the Northwest 1/4 of Section 28; run South 421.5 feet along the East boundary of said Southwest 1/4 of the Northwest 1/4; run thence Westerly 1344.4 feet to the West boundary of said Southwest 1/4 of the Northwest 1/4; run thence North along said West boundary of Southwest 1/4 of the Northwest 1/4, 421.5 feet to an iron pipe marking the Northwest corner of said Southwest 1/4 of the Northwest 1/4; run thence East 1358.6 feet to the Point of Beginning, Hillsborough County, Florida. Together With: Tract beginning at the Northwest corner of the Southeast 1/4 of the Northwest ¼ f Section 28, Township 27 South, Range 17 East, Hillsborough County, Florida, thence South (N 02° 35' 11" W- -meas.) along the West boundary of the Southeast 1/4 of the Northwest 1/4 of said Section 28, to a point 487.00 feet North of the Southwest corner of the Southeast 1/4 of the Northwest 1/4 of said Section 28, thence S 88° 25' 21" E., 1292.00 feet (1284.20 meas.) to a point on the East boundary of the Southeast 1/4 of the Northwest 1/4 of said Section 28, said point being 488.27 feet North of the Southeast corner of the Southeast ¼ of the

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Northwest 1/4 of said Section 28, thence North (N 01° 52' 36" E- -meas.), 949.97 feet to the Northeast corner of the Southeast 1/4 of the Northwest ¼ of said Section 28, thence West (N 88° 20' 07" W- -meas.), 1272.40 feet to the Point of Beginning. Together with: That part of Southwest 1/4 of Southeast 1/4 of Section 21, Township 27 South, Range 17 East, Hillsborough County, Florida, lying Southwest of Boy Scout Road. LESS A parcel of land being a portion of the Southwest 1/4 of the Southeast 1/4 of Section 21, Township 27 South, Range 17 East, Hillsborough County, Florida; being more particularly described as follows: Commence at the Southwest corner of the Southeast 1/4 of Section 21, Township 27 South, Range 17 East, thence N. 00°25’01” W. along the West boundary of the Southwest 1/4 of the Southeast 1/4 of said Section21, a distance of 74.0 feet to the Point of Beginning; thence N.00°25’01” W. along the West boundary of the Southwest 1/4 of the Southeast 1/4 of said Section 21, a distance of 837.03 feet to the Southwesterly right-of-way line of Boy Scout Road; thence S. 40°20’49” E. along said Southwesterly right-of-way line of Boy Scout Road a distance of 736.77 feet; thence S. 49°39’11” W. a distance of 426.54 feet to a point 74.0 North of the South boundary of the Southwest 1/4 of the Southeast 1/4 of said Section 21; thence N. 89°44’25” W. along a line 74.0 feet North and parallel to the South boundary of the Southwest 1/4 of the Southeast 1/4 of said Section 21, a distance of 145.82 feet to the West boundary of the Southwest 1/4 of the Southeast 1/4 of said Section 21 and the Point of Beginning. Together With: A parcel of land being a portion of the Southeast 1/4 of the Southwest 1/4 of Section 21, Township 27 South, Range 17 East, Hillsborough County, Florida; being more particularly described as follows: Begin at the Southeast corner of the Southwest 1/4 of Section 21, Township 27 South, Range 17 East; thence N 88°01’06” W along the South boundary of said Section 21, a distance 187.25 feet; thence N 76°31’13” E, a distance of 192.05 feet to the East boundary of the Southwest 1/4 of said Section 21; thence S 00°25’13” E along the East boundary of the Southwest 1/4 of said Section 21, a distance of 51.24 to the Point of Beginning.

Subject to easements and restrictions of record, if any.

The purpose of this conveyance is to transfer any, and all, interests in land not conveyed to the Seller and between the rights of way as stated above. There is no additional consideration associated with this conveyance.

END OF LEGAL DESCRIPTION

Exact legal descriptions are subject to final property survey.

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This instrument prepared by: Kurt G. Gremley Hillsborough County Real Estate Services Department P.O. Box 1110 Tampa, FL 33601

EXHIBIT “D”

RESIDENTS AFFIDAVIT

OCCUPANCY STATUS AND VACATING AGREEMENT

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

BEFORE ME, the undersigned authority, James Michael Dennison and Kimberly Dennison, husband and wife, hereinafter collectively referred to as “Affiants”, who being by me first duly sworn, on oath, say: 1. That Affiants occupy a residence on property owned by Cee Bee’s Groves, Inc. with a street address of

16900 Boy Scout Road, Odessa, Florida 33556, and identified as the North Shore House on the sketch provided on Exhibit “A” (hereinafter referred to as the “North Shore House”).

2. The Affiants acknowledge and affirm that they occupy the North Shore House under a Tenancy at Will (use of property without the benefit of a written agreement) with Cee Bee’s Groves, Inc., and that there is no security deposit associated with the Affiants use of the North Shore House.

3. It has been represented to the Affiants that Cee Bee’s Groves, Inc., has entered into a Contract for the sale

of the property that includes the North Shore House to Hillsborough County.

4. In absence of a new agreement with the new owner of the property that includes the North Shore House, the Affiants agree:

(a) To vacate the North Shore House on or before one hundred twenty (120) days after the

Affiants have been notified that the sale to Hillsborough County has been completed;

(b) Upon vacating the North Shore House, any personal property left at the North Shore House or on the Property currently owned by Cee Bee’s Groves, Inc., will be deemed abandoned, and the Affiants waive any further right, title or interest in said personal property; and

(c) To hold harmless and indemnify Cee Bee’s Groves, Inc., and Hillsborough County for any

loss, property damage, injury or death of either or both of the Affiants from the date of this affidavit until they have vacated the property. This indemnification does not apply to the negligence, tortious acts, and/or malfeasance of Cee Bee’s Groves, Inc. and/or Hillsborough County.

James Michael Dennison __________ Kimberly Dennison ___________

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AFFIANTS

James Michael Dennison

Dated:

Kimberly Dennison

Dated:

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

SWORN TO OR AFFIRMED before me by means of � physical appearance OR � online

notarization this _______ day of ______________, 2020, by James Michael Dennison , who is �

personally known OR � produced identification in the form of _______________________.

____________________________________ Notary Public, State of Florida My Commission Expires: ____________________________________ Printed Name of Notary

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

SWORN TO OR AFFIRMED before me by means of � physical appearance OR � online

notarization this _______ day of ______________, 2020, by Kimberly Dennison , who is � personally

known OR � produced identification in the form of _______________________.

____________________________________ Notary Public, State of Florida My Commission Expires: ____________________________________ Printed Name of Notary

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EXHIBIT “E”

Terms of Extended Possession

1. Term and Use. Immediately following the closing on the sale of the Property to Buyer, Seller may remain in possession of the Property for a period of up to One Hundred Fifty (150) days from the date of closing (the “Extended Possession Period”). Seller may use the Property only for residential purposes, grove operation/maintenance, uses related to grove business closure/sale of equipment (such as auctions), and requirements under the Contract. Seller may extend the Extended Possession Period for an additional Thirty (30) days by providing written notice to Buyer no later than Thirty (30) days prior to the end of the original Extended Possession Period.

2. Security Deposit. Seller understands and agrees that the sum of One Hundred Thousand Dollars

($100,000.00, hereinafter referred to as “Performance Deposit”) shall be withheld from the sale proceeds due Seller at closing and placed in escrow with Buyer’s title insurance company, to ensure Seller’s compliance with these Terms of Extended Possession. The Performance Deposit will be remitted to Seller upon Seller’s vacating of the Property at the end of the Extended Possession Period, subject to any claim or permissible withholding of Performance Deposit funds by Buyer as authorized herein.

3. Claims Against the Performance Deposit. Buyer may claim a $250.00 per day holdover fee if Seller

and/or the Residents (as detailed in Paragraph 11 (q) of the Contract) have not vacated the Property upon the termination of the Extended Possession Period. Additionally, Buyer may assert a claim against the Performance Deposit for the reasonable cost of removing any trash or debris remaining on the Property upon the delivery of possession to Buyer. Buyer shall be entitled to assert a claim against the Performance Deposit for damage to the structures.

4. Condition of Property. Seller accepts the Property in its “as is”, existing condition, and covenants that

it will not engage in any unlawful, illegal or offensive use of the Property. 5. Maintenance and Repair. Seller is solely responsible for maintaining the North Shore Residence located

on the Property in a habitable condition, and for maintaining and repairing all electrical, plumbing and mechanical (heating, ventilation and air conditioning) fixtures, facilities and equipment located on the Property. In the event the North Shore Residence is destroyed or declared unfit for occupancy, Seller will cease to occupy the residence and will have Fourteen (14) days to remove any personal property, fixtures, equipment and/or appliances from the Property, and at the end of such time, the Extended Possession Period shall terminate.

6. Removal of Trash, Equipment and Other Items: Prior to the end of the Extended Possession Period

(as provided in Paragraph 15), Seller will remove all trash, equipment, personal property, junk, and/or agricultural materials from the Property, including but not limited to the following locations shown on the Improvement Location Map provided in Exhibit “C”: Western Barn, Equipment Storage & Maintenance Area, and Grove Materials Storage Area, as well as any personal property from the North Shore House and the Buck Lake Structures. Buyer acknowledges that pumps and irrigation pipes do not need to be removed and are to remain with the Property. Seller will schedule a site inspection with Buyer at least Thirty (30) days prior to the end of Seller’s occupancy under the Extended Possession Period to inspect the Property to determine whether any remaining trash, equipment, personal property, junk, and/or agricultural materials still needs to be removed from the Property. Within Five (5) business days of the inspection, Buyer will provide a written notice detailing the remaining items that need to be removed with

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photo documentation. Seller, at the sole option of Seller, may harvest any fruit from the citrus trees on the Property prior to the end of the Extended Possession Period.

7. Residents. Prior to the end of the Extended Possession Period, Seller will either (a) confirm that the

Residents, as detailed in Paragraph 11 (q) of the Contract, have vacated the Property or (b) cause the Residents to vacate the Property prior to the end of the Extended Possession Period. Buyer authorizes Seller to initiate any legal action to have the Residents removed from the Property and designates the Director of Conservation and Environmental Lands Management to execute any documents required to initiate legal action for their removal.

8. Insurance and Indemnity. In addition to the Performance Deposit, Seller understands and agrees that prior to closing Seller will provide to Buyer a certificate of insurance indicating that Buyer (Hillsborough County, a political subdivision of the State of Florida) is an additional insured for an insurance policy with (a) general liability insurance with limits of not less than One Million Dollars ($1,000,000.00),(b) Property damage insurance with limits not less than One Hundred Thousand Dollars ($100,000) per structure and (c) a term of at least Eleven (11) months from closing. If Seller does not provide this certificate of insurance on or before closing, upon direction from Buyer, Escrow Agent is authorized to withhold Five Thousand Dollars ($5,000) from the sale proceeds to fund the cost of this policy, with any surplus funds and/or refunded premium returned to Seller within Sixty (60) days after the end of the Extended Possession Period.

9. Access by Buyer. Seller and Buyer acknowledge that during the Extended Possession Period:

(a) Buyer may access the Property for the purposes of inspection, removal and treatment of

invasive exotics, provided Buyer provides Seller notice of at least Twenty-Four (24) hours via email before accessing the Property.

(b) Buyer may not make any modifications to the Property, remove any improvements, or remove vegetation (except for invasive exotics).

(c) Buyer will not have access to the interior of the North Shore House or the Buck Lake Structures during the term of the Extended Possession Period.

10. Vacating Property: Within Three (3) days of vacating the Property, Seller will execute the Affidavit of Vacating Property for Release of Performance Deposit attached as Exhibit “F” to this Contract and deliver it to the Escrow Agent and Buyer. Within Fourteen (14) days of the Seller vacating the Property, the Director of Conservation and Environmental Lands Management Department, or his designee, will inspect the Property and provide written notification (via email with delivery confirmation or certified mail) to the Escrow Agent and Seller that either (a) the Property is in acceptable condition and the full Performance Deposit should be refunded, or (b) detailing any claims against the Performance Deposit for non-compliance with the Terms of Extended Possession based on the condition of the Property.

Initials

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This instrument prepared by: Kurt G. Gremley Hillsborough County Real Estate Services Department P.O. Box 1110 Tampa, FL 33601

EXHIBIT “F”

AFFIDAVIT OF VACATING PROPERTY FOR RELEASE OF PERFORMANCE

DEPOSIT STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

BEFORE ME, the undersigned authority, _______________________________________________________________, hereinafter collectively referred to as “Affiants”, who being by me first duly sworn, on oath, say: 1. Affiants were the Sellers in that certain Contract for Purchase and Sale (the “Contract”) between Affiants

and Hillsborough County (the “County”) dated _____________, for the property described in Attachment

“A”, attached hereto and incorporated herein by reference (hereinafter referenced as the “Property”).

2. Affiants have sold the Property to the County at a closing which took place on _________________, and

the Property was conveyed to the County by that certain deed recorded in Official Records Book

_________, Page _____ of the Public Records of Hillsborough County, Florida.

3. The Contract allowed Affiants to continue to occupy the Property, which included a residence, for a certain

period of time (the “Extended Possession Period”).

4. In accordance with the terms of the Contract, at the closing on the sale of the Property to the County, the

Escrow Agent retained One Hundred Thousand Dollars ($100,000.00) from the sale proceeds as a

Performance Deposit to be held by the Escrow Agent until Affiants vacated the Property and complied with

the Terms of Extended Possession, as set forth in the Contract.

5. Affiants acknowledge and affirm that as of the date of this Affidavit:

a. Affiants affirm that the Residents referenced in the Contract have vacated the Property and no

longer occupy the North Shore House as referenced in the Contract (or Affiants affirm that they

have been notified by County that the County and the Residents, as referenced in the Contract, have

entered into an agreement for the Residents to remain on the Property).

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b. Affiants have vacated the Property in accordance with the requirements of the Contract and hereby

release any and all rights to occupy the Property.

c. Any personal property, materials, or other items remaining at the Property and/or in the structures

on the Property, including but not limited to the Buck Lake Structures, the North Shore House, and

the Equipment Storage & Maintenance Area, are hereby declared abandoned property to which

Affiants release and waive any and all rights, claims or interest (addition if Residents remain: ,

except for the North Shore House with is occupied by the Residents pursuant to a separate

agreement.)

d. No other party is occupying the Property and Affiants have not authorized any other party to use

or occupy any portion of the Property.

e. All key(s) to the structures have been turned over to a representative of the County.

6. Upon execution of this Affidavit by Affiants and written acknowledgment from the authorized

representative for the County that the Property has been vacated in accordance with the requirements of the

Extended Possession Period, and noting any claims against the Performance Deposit based on the condition

of the Property, the Escrow Agent is authorized to deliver to Affiants the One Hundred Thousand Dollar

($100,000.00) Performance Deposit withheld from the sale proceeds at closing, less any claims imposed,

pursuant to wiring instructions provided by Affiants to the Escrow Agent.

7. Any notice to Affiants required as part of the release of the Performance Deposit will be sent to:

[Names] [street address] [City, State, Postal Code] [Phone number] [email address]

in accordance with the notice requirements specified in the Contract.

[SIGNATURES ON FOLLOWING PAGE]

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AFFIANTS

___________________________________________

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

The foregoing instrument was acknowledged before me by means of [ ] physical presence or [ ] online notarization, this ____ day of ________________, 20____, by ____________________________ who is [__] personally known to me or [__] has produced a ___________________________________ as identification.

NOTARY PUBLIC:

Sign: SEAL)

Print Name:

My Commission Expires:

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EXHIBIT "G"

Project Name: Project #: Parcel #: Folio #(s): Approved by BOCC __________, 20__ Mike Kelly, Director, Real Estate Department

Descendants

AGREEMENT FOR MEMORIAL MAINTENANCE AND RELOCATION

This Agreement for Memorial Maintenance and Recognition (the “Agreement”) made and

entered into this ____ day of ____________, 20__, by and between Cee Bee’s Groves, Inc., a Florida Corporation (the “Seller”), having a mailing address of _____________________________, together with [Name], [Name], and [Name] (the Descendants”), having a mailing address as provided herein, and HILLSBOROUGH COUNTY, a political subdivision of the State of Florida (the "County"), having a mailing address of P.O. Box 1110, Tampa, Florida 33601. WHEREAS, the Seller has entered into a contract (the “Contract”) to sell the property described in Attachment “A” (the “Property”) to the County, and the County is acquiring the Property as a natural preserve with limited physical improvements (such as a parking area, picnic shelter, and trails); and

WHEREAS, the Contract provided for the execution of this Agreement for the purpose of enabling the Seller to designate select individuals to maintain an existing permanent memorial for Bill Burchenal and Les Dennison (the “Memorial”), providing for access to the Memorial, and providing the County with the right to relocate or remove the Memorial if abandoned by the Seller; and

WHEREAS, the Seller hereby designates William K. Burchenal, Adam B. Burchenal, and James

Michael Dennison (the ‘Descendants’) as the parties authorized to maintain the Memorial along with limited rights of access to the Property, prior to the Property being opened to the public as a natural preserve; and WHEREAS, the purpose of this Agreement is to detail the rights and responsibilities of each party concerning the Memorial and to document these rights in the public records. NOW, THEREFORE, IT IS AGREED by the parties hereto as follows:

1) RECITALS: The foregoing recitals are true and correct and are incorporated herein by reference.

2) DESIGN AND CONTENT OF MEMORIAL: The existing Memorial consists of three (3) flat slab concrete benches, a brick monument about three (3) feet tall and less than two (2) feet wide by one and

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a half (1 ½) feet deep, and a metal plaque bearing the names Bill Burchenal and Les Dennison, along with a shepherd’s hook to hold hanging plants, within an area approximately ten (10) feet by fifteen (15) feet wide bordered by railroad ties, with the interior covered by wooden mulch. .

3) LOCATION OF MEMORIAL: The County and Descendants agree that the current location of the Memorial is shown on the sketch provided in Attachment “B” (the “Memorial Location Map”).

4) MAINTENANCE: The Seller and Descendants acknowledge, affirm and agree that the Descendants will be responsible for maintenance of the Memorial.

5) TEMPORARY REMOVAL OR RELOCATION: In the event that any desired restoration or other activity would require the temporary removal of the Memorial, the County will be solely responsible for the removal, storage, and reinstallation of the Memorial. The Descendants acknowledges that the County may delegate the responsibility for relocation to a third party, but that this does not relieve the County of these responsibilities. In the event it becomes necessary to relocate the Memorial, the County will make every reasonable effort to relocate the Memorial to a place as close as possible to its original location. The County will be responsible for any and all costs associated with this relocation. Upon relocation the County will record in the Public Records of Hillsborough County the relocation affidavit provided in Attachment “C”, stating that the Memorial has been relocated, and providing the longitude and latitude of the new location along with a new Memorial Location Map.

6) DESTRUCTION/DAMAGE/ABANDONMENT: In the event the Memorial is destroyed or damaged by any event or action, the Descendants acknowledge and affirm that the County is not required to replace the Memorial, unless the Memorial is destroyed or damaged by the County, or unless the third party that destroyed or damaged the Memorial has fully funded the cost of the required repairs or a replacement Memorial. The Descendants acknowledge that any replacement Memorial will not be identical to the original Memorial. All reasonable efforts will be used to make the replacement Memorial as similar to the original as possible. Any and all insurance proceeds received by the County will be used to replace the Memorial. The County acknowledges that the Descendants, their heirs, successors or assigns, may replace the Memorial at their own cost. If the County, in the sole determination of the County, finds the Memorial to be (a) destroyed, damaged, degraded, defaced or (b) has not been maintained to the extent that it is an eyesore to the Property, and the County has notified the last known Authorized Representative to request that they and/or the Descendants replace, repair or maintain the Memorial without success, the County may proceed with notification of its intent to remove the Memorial. To remove the Memorial the County will notify the last known Authorized Representative and post a notice by the Memorial for a period not less than one hundred and eighty (180) days stating why the Memorial is being removed and providing a contact person at the County. If within one hundred and eighty (180) days of the notice to the last known Authorized Representative, none of the Descendants have contacted the County with a schedule to repair or replace the Memorial, the County will process a request for the governing board of the County to approve the removal of the Memorial. A document will be recorded in the Public Records of Hillsborough County (comparable to the relocation affidavit referenced in Attachment “C”) stating that the Memorial is being removed, why it is being removed, and confirming that the County has proceeded in accordance with the requirements of this Agreement.

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7) RIGHTS OF NAMING AND DEDICATION: The Seller and Descendants acknowledge and affirm

that there is no commitment or representation on the part of the County regarding the naming or dedication of the natural open space park associated with the Property, and that any naming or dedication by the County is at the sole option, discretion, and direction of the County.

8) DESCENDANTS’ REPRESENTATIVE: The Descendants acknowledge and affirm that Descendants have designated William K. Burchenal to be the “Authorized Representative” and contact on all matters relating to this Agreement. Unless directed in writing by the Descendants or the death of William K. Burchenal, the Descendants direct the County that William K. Burchenal is the exclusive representative on matters relating to this Agreement.

9) ACCESS TO MEMORIAL: Upon opening the Propert