It became a mammoth battle among three attorneys, and then a narrow vote by the Apalachicola city commission, but in the end, the deal to lease the Harbormaster House at the city’s Mill Pond is still alive, but not resolved.
Mayor Van Johnson broke a tie, and in a 3-2 vote, with Commissioners Anita Grove and Brenda Ash opposed, the city agreed to move forward April 24 with working out details of a contract drawn up by City Attorney Pat Floyd.
In voting aye, the mayor said he had in the past regretted voting against a recommendation by the city attorney, and so cast the deciding vote to continue with Floyd’s contract in ongoing negotiations with Mike and Robin Vroegop.
Apalachicola resident John Alber, a retired attorney who the mayor had asked to work as a pro bono mediator after talks broke down last month with the Vroegops, opened the discussion with a sharp criticism of what Floyd had drawn up. It wasn’t the money, which is $1,000 a month, and it wasn’t the length of the deal, essentially a 10-year lease, but it was the other terms that angered Alber.
“I approached this as a second set of eyes, to see what was going on,” he said.
Alber said he soon discovered that the terms of the proposed contract were full of provisions that were “dialed up to the max.
“I had never seen default provisions this harsh, in 40 years of law and business,” he told commissioners. “The tenant can lose everything. The city can release (the Vroegops) and all those terms are still due.
“There’s no balance in that, it’s all take and no give,” Alber said, noting that he advised the Vroegops, who want to operate the Harbormaster House as a site for their environmental recreation business, to make “a flat rejection of the terms offered by the city.”
Alber said he had drawn up a new proposal more in line with the industry standard, a “hybrid triple net lease,” that he hoped would defuse the controversy.
“I think we have this all upside down,” he said. “This is a an incredible deal for the city. I would argue you’re getting close to market value.”
The city has been returning the Vroegop’s payments ever since they moved in late last year and began working on improvements to the aging structure.
”They have improved it nonetheless, and it’s time to pull together,” he said. “Sometimes you can’t nail down all the risks. The city is protected here. It’s time to pull the trigger and do this lease.
“I think this is a fair lease I’ve proposed to you,” Alber said. “All you have to do is say let’s go.”
Ash told the attorney that she was opposed to allowing any subletting by the Vroegops. “I personally don’t like the idea of subletting, that is taking away possible revenue for the city that’s going into a for-profit,” she said. “I am here with the city’s best interest at heart.”
Alber said that issue could be worked out.
“What is frustrating is how long this has taken and how much hostility it has engendered,” he said. “Any agreement to be successful has to be found on trust. One of the problems with this agreement is trust has been undermined.”
Also speaking up was the Vroegop’s personal attorney, Tallahassee’s J.D. Durant, who opened by stressing that Floyd had “ a stellar reputation. He wasn’t trying to do anything to make this deal difficult.”
Floyd replied to Alber’s criticism with a line-by-line examination of the terms of the proposed contract, stressing that many of the issues arose at the last minute by the Vroegops.
“I am honored there are so many lawyers with experience arguing on behalf of Mike and Robin,” he said.
Floyd said he taken pains to address all the issues pertinent to such a deal, and that his mission as to protect the city in terms of liability, default, code enforcement and subleasing.
Following the vote, Alber said he would be willing to continue to try to meditate a deal, and seek, together with the Vroepgops, to modify Floyd's proposed lease.