WEST VILLAGES IMPROVEMENT DISTRICT CITY OF NORTH PORT SARASOTA COUNTY REGULAR BOARD MEETING & PUBLIC HEARING AUGUST 29, :00 A.M.

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1 WEST VILLAGES IMPROVEMENT DISTRICT CITY OF NORTH PORT SARASOTA COUNTY REGULAR BOARD MEETING & PUBLIC HEARING AUGUST 29, :00 A.M. Special District Services, Inc. The Oaks Center 2501A Burns Road Palm Beach Gardens, FL Telephone 877.SDS.4922 Toll Free Facsimile

2 AGENDA WEST VILLAGES IMPROVEMENT DISTRICT City of North Port 4970 City Hall Boulevard North Port, FL REGULAR BOARD MEETING & PUBLIC HEARING August 29, :00 a.m. A. Call to Order B. Proof of Publication.Page 1 C. Establish Quorum D. Additions or Deletions to Agenda E. Comments from the Public F. Approval of Minutes 1. August 10, 2017 Regular Board Meeting & Public Hearing.Page 2 G. General District Matters 1. Consider Acceptance of Urbanization Threshold Calculation for Second Resident Board Seat..Page 9 Audience Comment 2. Consider Approval to Pre-Qualify Contractors...Page 12 Audience Comment 3. Consider Approval of Change Order No. 1 for Landscape and Irrigation Services..Page 14 Audience Comment H. Unit of Development No Public Hearing a. Proof of Publication.Page 19 b. Receive Public Comments Regarding Adopting a Plan of Improvements, Assessment Methodology and Report of Benefits Relative to Refunding Bonds c. Consider Resolution No Adopting a Plan of Improvements, Assessment Methodology and Report of Benefits Relative to Refunding Bonds...Page Consideration of Construction Easement Relative to Wastewater Treatment Plant.Page 57 Audience Comment I. Unit of Development No. 2 J. Unit of Development No. 3 K. Unit of Development No Consider Conveyance of Infrastructure Audience Comment

3 L. Unit of Development No Update on Spring Training Facility Audience Comment 2. Consider Approval of Construction Manager at Risk Contract Audience Comment 3. Consider Approval of Architecture Assignment Agreement Audience Comment 4. Consider Approval of Owner s Representative Agreement Audience Comment 5. Consider Approval of Agreement with Developer Regarding Funding and Completion of Off-Site Infrastructure Page 66 Audience Comment 6. Consider Approval of Easement Agreement Relative to Off-Site Infrastructure..Page 74 Audience Comment 7. Consider Approval of Easement Agreement Relative to Facility Site Audience Comment 8. Consider Resolution Declaring Intent to Establish Unit of Development No. 5.Page 85 Audience Comment M. Administrative Matters 1. Operations Manager Report...Page Miscellaneous Consultant Reports N. Board Member Comments O. Adjourn

4 Sarasota Herald-Tribune Aug. 18, 2017 Miscellaneous Notices WEST VILLAGES IMPROVEMENT DISTRICT NOTICE OF REGULAR BOARD MEETING NOTICE IS HEREBY GIVEN that the Board of Supervisors of the West Villages Improvement District will hold a Regular Board Meeting on August 29, 2017, at 11:00 a.m. in the Chambers of the City of North Port located at 4970 City Hall Boulevard, North Port, Florida The purpose of the Regular Board Meeting is to conduct any business properly coming before the Board. The meeting is open to the public and will be conducted in accordance with the provisions of Florida law. A copy of the agenda for this meeting may be obtained from the District's website or by contacting the District Manager at (561) and/or toll-free at From time to time one or more Supervisors may participate by telephone; therefore, a speaker telephone will be present at the meeting location so that Supervisors may be fully informed of the discussions taking place. The Regular Board Meeting may be continued as found necessary to a time and date specified on the record. If any person decides to appeal any decision made with respect to any matter considered at this Regular Board Meeting, such person will need a record of the proceedings and such person may need to insure that a verbatim record of the proceedings is made at his or her own expense and which record includes the testimony and evidence on which the appeal is based. In accordance with the provisions of the Americans with Disabilities Act, any person requiring special accommodations or an interpreter to participate at this meeting should contact the District Manager at (561) and/or toll free at least seven (7) days prior to the date of the meeting. Meetings may be cancelled from time to time without advertised notice. WEST VILLAGES IMPROVEMENT DISTRICT PUBLISH: SARASOTA HERALD TRIBUNE 08/18/17 Page 1

5 WEST VILLAGES IMPROVEMENT DISTRICT PUBLIC HEARING & REGULAR BOARD MEETING AUGUST 10, 2017 A. CALL TO ORDER The Regular Board Meeting of the West Villages Improvement District of August 10, 2017, was called to order at 11:00 a.m. in a Meeting Room at the City of North Port located at 4970 City Hall Boulevard, North Port, Florida B. PROOF OF PUBLICATION Proof of publication was presented that showed that notice of the Regular Board Meeting had been published in the Sarasota Herald-Tribune on June 20, 2017, as legally required. C. ESTABLISH A QUORUM It was determined that the attendance of the following Supervisors constituted a quorum and it was in order to proceed with the meeting: Chairman Martin Black Present Vice Chairman David Koon Absent Supervisor David Russo (via telephone) Present Supervisor Mac McCraw Present Supervisor Bob Rossman Present Staff members in attendance were: District Manager Todd Wodraska Special District Services, Inc. District Manager Kathleen Dailey Special District Services, Inc. District Counsel Lindsay Whelan Hopping, Green & Sams District Engineer Mike Kennedy Stantec Operations Manager Mike Smith Also present were District residents: Robert Becker, Lynda & Richard Friedman, Tim & Marilyn Bughoe, Fred & MayAnn Pasquesi, Bob Parrish, Louyse Ellen, Linda Sleet, Rosemary & Johnnie Wilson, Wes Thawley, Sherri Hamilton, Kevin Szopinski, Suzanne Villard, Allan Jennings, James Placek, R. Harm and Victor Dobrin. D. ADDITIONS OR DELETIONS TO THE AGENDA There were no additions or deletions to the agenda. E. COMMENTS FROM THE PUBLIC FOR ITEMS NOT ON THE AGENDA James Placek asked about Grand Palm and Sarasota National being brought into the District and causing more assessments for residents instead of the developers paying. Page 1 of 7 Page 2

6 WEST VILLAGES IMPROVEMENT DISTRICT PUBLIC HEARING & REGULAR BOARD MEETING AUGUST 10, 2017 Victor Dobrin asked for clarification on the Unit 1, 2 and 3 bonds and volunteered to maintain a website for the District with the documents for each unit. He asked what the remaining funds were in each unit and asked for a capital expenditure track sheet. He indicated that the parks in the District need shade and stated that he would like to see a state of the art one built. Robert Becker noted that a map was not given out to the public at the last meeting and he would like to know the status of a road from the new ballpark to River Road. Mr. Black addressed all of the comments. Mr. Black stated that there was no intent to bring Grand Palm and Sarasota National into the District, but that the three developments do joint marketing together. Mr. Black indicated that a public park was being constructed on River Road by the master developer through the District and that the County has a park planned across from Gran Paradiso. Regarding the road, an extension of Playmore Road is contemplated off River Road; however, Mattamy does not own ½ mile from River Road west in order for the eastern section to be extended. Mr. Black went over the construction and widening of Predo Road and stated there would be 2 and ½ miles for stacking and both sides of the road would be used for ballpark exits after games. F. APPROVAL OF MINUTES 1. July 27, 2017, Regular Board Meeting The July 27, 2017, Regular Board Meeting minutes were presented for approval. A motion was made by Mr. Rossman, seconded by Mr. McCraw and passed unanimously approving the minutes of the July 27, 2017, Regular Board Meeting, as presented. G. GENERAL DISTRICT MATTERS 1. Public Hearing Final Budget a. Proof of Publication Proof of publication was presented that showed that notice of the Public Hearing had been published in the Sarasota Herald-Tribune on July 21, 2017, and July 28, 2017, as legally required. b. Receive Public Comment on the Fiscal Year 2017/2018 Final Budget Mr. Wodraska went over the budget and the various units revenues, expenditures, debt service and assessments. Page 2 of 7 Page 3

7 WEST VILLAGES IMPROVEMENT DISTRICT PUBLIC HEARING & REGULAR BOARD MEETING AUGUST 10, 2017 James Placek asked if residents were paying debt on the vacant property this is in default and Mr. Black responded that they are not. Victor Dobrin thought an intervention needed to take place on the defaulted property and Mr. Black stated that he should speak to the trustee. David Borwnell asked what O&M and Direct Bill meant and Mr. Wodraska explained Operations & Maintenance and invoicing the developer for their share of the assessment without going through the tax bill. Frank Warren brought up the maintenance needed by Lennar in Gran Paradiso and asked for a safe passage across U.S. 41. Mr. Kennedy responded that he had looked into the cost of building a bridge across U.S. 41, similar to the Legacy Bridge in Venice. He stated that a pedestrian only bridge would cost at least $6 Million and Mr. Black added that due to the size of U.S. 41, the need for land acquisition and it being wide enough for golf carts, the cost would be closer to $12 Million. Budget c. Consider Resolution No Adopting a Fiscal Year 2017/2018 Final Resolution No was presented, entitled: RESOLUTION THE ANNUAL APPROPRIATION RESOLUTION OF THE WEST VILLAGES IMPROVEMENT DISTRICT ( DISTRICT ) RELATING TO THE ANNUAL APPROPRIATIONS AND ADOPTING THE BUDGETS FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2017, AND ENDING SEPTEMBER 30, 2018; AUTHORIZING BUDGET AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE. A motion was made by Mr. McCraw, seconded by Mr. Rossman and passed unanimously to adopt Resolution No , as presented. d. Consider Resolution No Adopting a Fiscal Year 2017/2018 Assessment Roll Resolution No was presented, entitled: RESOLUTION A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT MAKING A DETERMINATION OF BENEFIT AND IMPOSING SPECIAL ASSESSMENTS FOR FISCAL Page 3 of 7 Page 4

8 WEST VILLAGES IMPROVEMENT DISTRICT PUBLIC HEARING & REGULAR BOARD MEETING AUGUST 10, 2017 YEAR 2017/2018; PROVIDING FOR THE COLLECTION AND ENFORCEMENT OF SPECIAL ASSESSMENTS, INCLUDING BUT NOT LIMITED TO PENALTIES AND INTEREST THEREON; CERTIFYING AN ASSESSMENT ROLL; PROVIDING FOR AMENDMENTS TO THE ASSESSMENT ROLL; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. A motion was made by Mr. Rossman, seconded by Mr. McCraw and passed unanimously to adopt Resolution No , as presented. H. UNIT OF DEVELOPMENT NO. 1 There were no Unit of Development No. 1 matters to come before the Board. I. UNIT OF DEVELOPMENT NO. 2 There were no Unit of Development No. 2 matters to come before the Board. J. UNIT OF DEVELOPMENT NO Public Hearing Levy Non-Ad Valorem Assessments a. Proof of Publication Proof of publication was presented that showed that notice of the Public Hearing had been published in the Sarasota Herald-Tribune on July 18, 2017, and July 25, 2017, as legally required. b. Receive Public Comment on Regarding the Intent to Levy Non-Ad Valorem Assessments Mr. Wodraska advised that this was the public hearing for the Unit 3 refinancing to take place in order that infrastructure improvements, primarily irrigation, could be made. Mr. Black stated, in recognition of a petition received, that all the funds have to benefit Gran Paradiso and that he does not believe there will be funds left for any other projects, with the exception of irrigation. He also stated that any projects are required to be discussed at a public meeting, where the public has the opportunity to voice their input. Victor Dobrin stated that the improvement plan indicates more projects than what the refinancing can pay for and that the clarification on irrigation has been good. c. Consider Adjusting and Equalizing Non-Ad Valorem Special Assessments Based on Comments from the Public A motion was made by Mr. Rossman, seconded by Mr. McCraw and passed unanimously finding that the equalizing of non-ad valorem special assessments were just and fair. Page 4 of 7 Page 5

9 WEST VILLAGES IMPROVEMENT DISTRICT PUBLIC HEARING & REGULAR BOARD MEETING AUGUST 10, 2017 d. Consider Approval of the Project and the Levy of Special Assessments Ms. Whelan confirmed with Stantec that the costs in the Engineer s Report were reasonable for the scope of the 2017 Project. She also confirmed with Mr. Wodraska that the property to be assessed receives a special benefit and the special assessments are fairly and reasonably apportioned among those properties. They both responded in the affirmative. A motion was made by Mr. Rossman, seconded by Mr. McCraw approving the project and the levy of special assessments. Upon being put to a vote, the motion carried unanimously. e. Consider Resolution No (1) Levying Special Assessments; and (2) Adoption of Final Assessment Roll Resolution No was presented, entitled: RESOLUTION [Unit of Development No. 3 Refunding] A RESOLUTION OF THE WEST VILLAGES IMPROVEMENT DISTRICT MAKING CERTAIN FINDINGS; AUTHORIZING AND CONFIRMING DISTRICT PROJECTS FOR REFUNDING CERTAIN OUTSTANDING BONDS AND THE CONSTRUCTION AND/OR ACQUISITION OF INFRASTRUCTURE IMPROVEMENTS; SETTING FORTH THE ESTIMATED COST OF THE PROJECT; SETTING FORTH THE TERMS OF THE DISTRICT S SERIES 2017 SPECIAL ASSESSMENT REVENUE REFUNDING BONDS; EQUALIZING, APPROVING, CONFIRMING, AND LEVYING SPECIAL ASSESSMENTS TO SECURE ITS SERIES 2017 SPECIAL ASSESSMENT REVENUE REFUNDING BONDS ON PROPERTY WITHIN UNIT OF DEVELOPMENT NO. 3 OF THE DISTRICT SPECIALLY BENEFITED BY SUCH PROJECTS TO PAY THE COST THEREOF; PROVIDING FOR THE ADOPTION OF THE SERIES 2017 ASSESSMENT REPORT AND ALLOCATION OF SERIES 2017 ASSESSMENTS; PROVIDING FOR THE PAYMENT AND THE COLLECTION OF SUCH SPECIAL ASSESSMENTS BY THE METHODS PROVIDED FOR BY CHAPTERS 170 AND 197, FLORIDA STATUTES, AND CHAPTER , LAWS OF FLORIDA, AS AMENDED; MAKING PROVISIONS FOR THE FINALIZATION OF SERIES 2017 ASSESSMENTS; MAKING PROVISIONS FOR Page 5 of 7 Page 6

10 WEST VILLAGES IMPROVEMENT DISTRICT PUBLIC HEARING & REGULAR BOARD MEETING AUGUST 10, 2017 TRANSFERS OF REAL PROPERTY TO GOVERNMENTAL BODIES AND OTHER ENTITIES; PROVIDING FOR RECORDATION OF THE SERIES 2017 ASSESSMENTS IN THE DISTRICT S IMPROVEMENT LIEN BOOK; PROVIDING FOR THE RECORDING OF AN ASSESSMENT NOTICE; PROVIDING FOR CONFLICTS, SEVERABILITY, AND AN EFFECTIVE DATE. A motion was made by Mr. McCraw, seconded by Mr. Rossman and passed unanimously to adopt Resolution No , as presented. K. UNIT OF DEVELOPMENT NO Consider Conveyance of Infrastructure Mr. Kennedy requested, and it was the consensus of the Board, to defer this item to a future meeting. L. UNIT OF DEVELOPMENT NO Update on Spring Training Facility Mr. Black advised that 83 acres were being used for the stadium and that there have been ongoing discussions regarding the development agreement. Mr. Black indicated that he thought the approval of the funding letter would happen in approximately two or three weeks and that September is the anticipated timeframe to commence construction. 2. Status Update on Construction Manager at Risk Contract There was no update at this time. M. ADMINISTRATIVE MATTERS 1. Operations Manager Report Mr. Smith advised that routine operations had occurred during the month. 2. Miscellaneous Consultant Reports Mr. Kennedy stated that as the community is developed, the calculation of urbanized areas are periodically performed in order to determine when another Board seat will convert to a resident seat. He noted that this was last done in He noted that he done a calculation and that 1,933 acres out of 12,409 have been platted and 15% of those platted have been built. He explained that this equates to 14.4% of the community, which is considered urbanized, and that when the threshold of 25% has been reached, a second resident will come onto the Board. He stated that even with adding Renaissance and Oasis, the urbanized area would only reach 20%. Mr. Black asked that the information be posted on the District s website. Page 6 of 7 Page 7

11 WEST VILLAGES IMPROVEMENT DISTRICT PUBLIC HEARING & REGULAR BOARD MEETING AUGUST 10, 2017 Mr. Kennedy advised that the traffic signal at Gran Paradiso is under design by Lennar and will be submitted to get permits from the State sometime this month. He explained that it takes 6-9 months to obtain State permits, so he anticipates construction in May or June of 2018, with completion in August Mr. Kennedy stated that at the next meeting he intends to bring back the pre-qualifications for contractors. He noted that only one submittal had been received for landscaping. Mr. Black had suggested that the Board accept the submittal for landscaping at that time and then go back out for more contractors. N. BOARD MEMBER COMMENTS There were no comments from the Board Members. O. ADJOURNMENT There being no further business to come before the Board, the Regular Board Meeting was adjourned at 12:12 p.m. by the Chairman. There were no objections. Secretary/Assistant Secretary Chair/Vice-Chair Page 7 of 7 Page 8

12 Memo To: West Villages Improvement District Board of Supervisors c/o Special District Services, Inc. 2501A Burns Road Palm Beach Gardens, FL From: Mike Kennedy District Engineer File: B Date: August 3, 2017 Stantec Consulting Services Inc 6900 Professional Parkway East Sarasota, FL Reference: Population/ Development Threshold Calculation for Second Resident Board Seat Florida Statute establishes the criteria for Urban Areas as a contiguous developed and inhabited urban area within a District with a minimum average resident population density of at least 1.5 persons per acre as defined by the latest official census, special census, or population estimate OR a minimum density of one single-family home per 2.5 acres with access to improved roads OR a minimum density of one single-family home per 5 acres within a recorded plat subdivision. Urban areas shall be designated by the governing board of the district and with the assistance of all local generalpurpose governments having jurisdiction over the area within the district. The purpose of the Urban Area Map is to establish the percentage of urban area within the District as compared with the total area within the District. If urban areas constitute 25 percent or less of the District, one governing board member shall be elected by the qualified electors and four governing board members shall be elected in accordance with the one-acre/ one-vote principle contained within Florida Statute or the District-enabling legislation. The number of governing board members elected by the qualified electors increases to two if 26 percent to 50 percent of the District meets the Urban Area definition. Three governing board members would be elected by the qualified electors for Urban Areas constituting 51 percent to 70 percent of the district, four members elected for Urban Areas constituting 71 percent to 90 percent of the district and if Urban Areas constitute 91 percent or more of the district, all governing board members shall be elected by the qualified electors. In developing the Urban Area Map for the West Village Improvement District (WVID) each of the three criteria contained in the definition of an Urban Area was evaluated. An important element of the definition is that Contiguous developed urban area means any reasonably compact urban area located entirely within a special district. The separation of urban areas by a publicly owned park, rightof-way, highway, road, railroad, canal, utility, body of water, watercourse, or other minor geographical division of a similar nature shall not prevent such areas from being defined as urban areas. As part of the process to monitor the requirement for a second resident seat on the Board, we have gathered the required information in order to make a current analysis. Enclosed is the Urban Area Map which indicates platted areas within the West Villages Improvement District. Test One: Test Two: Test Three: Minimum average resident population density of at least 1.5 persons per acre as defined by the latest official census, special census, or population estimate. a minimum density of one single-family home per 2.5 acres with access to improved roads. a minimum density of one single-family home per 5 acres within a recorded plat subdivision. 08/03/2017 JVEGA vj v:\2156\active\ \admin\correspondence\documents\final_document\letter\mem_wvid-brd-supervisors_pop-dev-threshold-calc-2nd-resident-brd-seat_mak_ docx Page 9

13 August 3, 2017 West Villages Improvement District Board of Supervisors Page 2 of 2 Reference: Population/ Development Threshold Calculation for Second Resident Board Seat The predominant factor is Test 3 which evaluated minimum density of one single-family home per 5 acres within a recorded plat subdivision, resulting in the largest area to be included as Urban. As of June, of the total of 12,409 acres in the District, 1,933 acres or approximately 15.6% have been platted. Of the lots within those platted areas, approximately 66.4% have homes on the lots. Thus, of the platted areas, approximately 15.6% x 66.4% = 10.4% currently is considered Urbanized. This compares to 2.4% in Enclosure: Urban Area Map 08/03/2017 JVEGA vj v:\2156\active\ \admin\correspondence\documents\final_document\letter\mem_wvid-brd-supervisors_pop-dev-threshold-calc-2nd-resident-brd-seat_mak_ docx Page 10

14 L E G E N D Platted Land Unplatted Land Lot Line County Boundary Platted Land 1,932.9 ac Overall 12,409.1 ac % Platted to Date 15.60% Imagery: Sarasota County 2016 \\US1227-F01\V:\2156\active\ \gis\mxd\Urban_Area_Map_ _v01_ mxd Revised: By: esturm Disclaimer: Stantec assumes no responsibility for data supplied in electronic format. The recipient accepts full responsibility for verifying the accuracy and completeness of the data. The recipient releases Stantec, its officers, employees, consultants and agents, from any and all claims arising in any way from the content or provision of the data. West Villages Improvement District Urban Area Map June 2017 Stantec Consulting Services Inc Professional Parkway East Sarasota, FL tel fax $ ( $ Page ,000 2,000 Feet Prepared by: E.E.S. 06/07/17

15 WEST VILLAGES IMPROVEMENT DISTRICT Prequalified Contractors CONTRACTOR BONDING LIMIT VERIFICATION Excavation/Earthwork Road Paving CATEGORIES (as requested by contractor) Sewer, Water, Drainage & Reuse Landscape Gates & Access Control Irrigation Hardscape Street Lighting Single Project Limit RECOMMENDED Aggregate Project Limit Comments Ajax Paving Y $ 112,000, $ 224,000, Brightview Landscape Services Y $ 3,000, $ 6,000, C & M Roadbuilders, Inc. Y $ 13,000, $ 26,000, DeJonge Excavating Y $ 2,700, $ 2,700, ET MacKenzie Y $ 17,000, $ 34,000, Frederick Derr & Co Y $ 12,000, $ 23,000, Gator Grading & Paving Y $ 12,000, $ 24,000, Phillips & Jordan, Inc. Y $ 95,000, $ 287,000, RIPA & Associates, Inc. Y $ 50,000, $ 166,000, Sarasota Land Services, Inc. Y $ 14,000, $ 28,000, Woodruff & Sons, Inc. Y $ 31,000, $ 62,000, V:\2156\active\ \civil\prequalification\spd_wvid_pre-qual_contractor_summary-analysis_recommend_mak_ xlsx 8/4/ JVEGA Page 12

16 WEST VILLAGES IMPROVEMENT DISTRICT Prequalified Contractors CONTRACTOR INFORMATION PROVIDED CATEGORIES (as requested by contractor) CALCULATED BONDING LIMIT Bonding Limit Letter Certificate of Insurance Letter of Recommendation Excavation/Earthwork Road Paving Sewer, Water, Drainage & Reuse Landscape Gates & Access Control Irrigation Hardscape Street Lighting Single Project Limit Aggregate Project Limit Single Project Limit Aggregate Project Limit Ajax Paving Y Y Y $ 112,000, $ 224,000, $ 200,000, $ 500,000, Brightview Landscape Services Y Y Y $ 3,000, $ 6,000, $ 4,000, $ 6,000, C & M Roadbuilders, Inc. Y Y Y $ 13,000, $ 26,000, $ 25,000, $ 40,000, DeJonge Excavating Y Y Y $ 2,625, $ 2,700, $ 5,000, $ 10,000, ET MacKenzie Y Y Y $ 17,000, $ 34,000, $ 20,000, $ 60,000, Frederick Derr & Co Y Y Y $ 12,000, $ 23,000, $ 18,000, $ 25,000, Gator Grading & Paving Y Y Y $ 12,000, $ 24,000, $ 20,000, $ 50,000, Phillips & Jordan, Inc. Y Y Y $ 95,500, $ 286,600, $ 150,000, $ 1,000,000, RIPA & Associates, Inc. Y Y Y $ 55,250, $ 165,750, $ 50,000, $ 250,000, Sarasota Land Services, Inc. Y Y Y $ 13,775, $ 27,550, $ 30,000, $ 50,000, Woodruff & Sons, Inc. Y Y Y $ 30,800, $ 61,600, $ 100,000, $ 200,000, V:\2156\active\ \civil\prequalification\spd_wvid_pre-qual_contractor_summary-analysis_recommend_mak_ xlsx 8/4/ JVEGA Page 13

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24 RESOLUTION [Unit of Development No. 1 Refunding] A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT ADOPTING A PLAN OF IMPROVEMENTS FOR UNIT OF DEVELOPMENT NO. 1 RELATIVE TO THE DISTRICT S PROPOSED SERIES 2017 REFUNDING BONDS; ADOPTING AN ASSESSMENT METHODOLOGY REPORT OF BENEFITS FOR THE SERIES 2017 REFUNDING BONDS; ADOPTING AN ENGINEER S REPORT SETTING FORTH THE ALLOCATION OF BENEFITS FOR UNIT NO. 1; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the West Villages Improvement District (the District ), is a local unit of special-purpose government created and existing pursuant to Chapter , Laws of Florida, as amended (the Act ), and is situated in the City of North Port, Florida (the City ) and unincorporated Sarasota County, Florida (the County ); and WHEREAS, on August 3, 2006, the Circuit Court of the Twentieth Judicial Circuit of Florida, in and for Sarasota County, Florida, rendered its final judgment (the Bond Validation ) validating the District s proposed issuance of up to $44,905,000 aggregate principal amount of special assessment bonds, the proceeds of which bonds were to be applied to finance certain infrastructure improvements to be undertaken by the District within Unit of Development No. 1 within the District (the Unit No. 1 ); and WHEREAS, the District previously issued its $34,895,000 aggregate principal amount of Special Assessment Bonds, Series 2007 (Unit of Development No. 1) (the Series 2007 Bonds ), for the purpose of financing certain improvements described in the District s Unit of Development No. 1 Plan of Improvements, dated March 14, 2006, as amended by the Amended Unit of Development No. 1 Plan of Improvements, dated November 20, 2015 (collectively, the 2007 Improvement Plan ); and WHEREAS, pursuant to Resolutions and , adopted by the Board on January 9, 2006 and March 28, 2006, respectively, the District previously levied and imposed special assessments on the benefitted lands within Unit No. 1 for the purposes of securing the Series 2007 Bonds in accordance with that certain Unit 1 Report of Engineer, dated March 14, 2006, as amended by that certain First Amendment to the Report of Engineer for West Villages Improvement District Unit of Development No. 1 adopted on April 26, 2006 (collectively, the 2007 Reports of Benefit ); and WHEREAS, there is presently $29,575,000 principal amount of the Series 2007 Bonds outstanding, which bonds are secured by the assessments levied upon the benefited lands within Unit No. 1 (the Series 2007 Assessments ); and Page 21

25 WHEREAS, the District has determined that it is in the best interest of the District and its residents and landowners to refund and refinance the Series 2007 Bonds with its proposed Special Assessment Revenue Refunding Bonds, Series 2017 (the Series 2017 Refunding Bonds ) in order to reflect the current economic environment and to take advantage of interest rate savings; and WHEREAS, the District desires to utilize the proceeds of such bonds to i) currently refund and defease the District s Series 2007 Bonds; ii) pay certain costs associated with the issuance of the Series 2017 Refunding Bonds; iii) fund the District s 2017 Reserve Account; iv) make a deposit into the District s Supplemental Reserve Fund (as defined in the Second Supplemental Trust Indenture); v) fund a portion of the cost of the acquisition and/or construction of the 2007 Improvement Plan; and vi) fund a portion of the cost of the acquisition and/or construction of additional public infrastructure improvements and facilities benefitting the lands within Unit No. 1, the scope of which is more particularly identified in that certain Plan of Improvements for Unit 1 Refinancing, dated June 29, 2017, attached hereto as Exhibit A and incorporated herein by reference (the 2017 Unit No. 1 Improvement Plan ); and WHEREAS, the District desires to levy and impose special assessments on benefitting properties within Unit No. 1 securing the Series 2017 Refunding Bonds in proportion to the benefits received, as set forth in that certain Unit 1 Series 2017 Refunding Bonds Assessment Methodology Report of Benefits for 2017 Refinancing, dated June 29, 2017, attached hereto as Exhibit B and incorporated herein by reference (the 2017 Assessment Report ), which confirms the benefit allocation remains unchanged from that set forth in the 2007 Reports of Benefit; and WHEREAS, on June 29, 2017, the Board of Supervisors of the District (the Board ), adopted Resolution which, among other things, set a public hearing to receive written comments on the adoption of the proposed 2017 Unit No. 1 Improvement Plan; and WHEREAS, on July 27, 2017 the Board held a public hearing to receive written comments on the proposed 2017 Unit No. 1 Improvement Plan, and following discussion of comments, if any, received did thereafter, by Resolution 2017-, (i) confirm its desire to proceed with the approval of the proposed 2017 Unit No. 1 Improvement Plan and 2017 Assessment Report, (ii) direct staff to prepare and file the 2007 Reports of Benefit, and (iii) set a public hearing for final adoption of same; and WHEREAS, in accordance with Section , Florida Statutes, the 2007 Reports of Benefit were filed with the District on July 27, 2017; and WHEREAS, all published and mailed notices required by Chapter 298, Florida Statutes, have been provided relative to the adoption of the Unit No. 1 Improvement Plan, the 2017 Assessment Report, and the 2007 Reports of Benefit; and WHEREAS, on August 29, 2017, after public hearing on the adoption of the 2017 Unit No. 1 Improvement Plan and 2017 Assessment Report, the Board hereby desires to adopt the 2017 Unit No. 1 Improvement Plan and the 2017 Assessment Report (the approval of which shall constitute adoption of the 2007 Reports of Benefit with respect to their application to the issuance Page 22

26 of the Series 2017 Refunding Bonds). NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT: SECTION 1. The Board, following examination of the 2017 Unit No. 1 Plan of Improvements and the 2017 Assessment Report, hereby finds that their adoption will be in the best interest of the lands within Unit No. 1, including the owners or residents of the real property located therein. Moreover, upon the adoption of the 2017 Assessment Report, the 2007 Reports of Benefit shall additionally be adopted with respect to their application to the issuance of the Series 2017 Refunding Bonds. SECTION 2. The Board, following examination of the 2017 Assessment Report, finds that the estimated cost of construction and/or acquisition of the 2017 Improvements authorized in the 2017 Unit No. 1 Plan of Improvements is less than the aggregate amount of benefits for the benefitted lands located within Unit No. 1 as set forth in more detail in the 2007 Reports of Benefit. SECTION 3. A. The Board hereby adopts that certain Plan of Improvements for Unit 1 Refinancing, dated June 29, 2017, attached hereto as Exhibit A. B. The Board hereby adopts that certain Unit 1 Series 2017 Refunding Bonds Assessment Methodology Report of Benefits for 2017 Refinancing, dated June 29, 2017, attached hereto as Exhibit B. Upon the adoption of the 2017 Assessment Report, the 2007 Reports of Benefit shall additionally be adopted with respect to their application to the issuance of the Series 2017 Refunding Bonds. SECTION 4. SEVERABILITY. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect. SECTION 5. EFFECTIVE DATE. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed. [Continued on Next Page] Page 23

27 PASSED AND ADOPTED, this 29 th day of August, ATTEST: WEST VILLAGES IMPROVEMENT DISTRICT Secretary Chairman/Vice-Chairman Exhibit A: 2017 Unit No. 1 Improvement Plan, dated June 29, 2017 Exhibit B: 2017 Assessment Report, June 29, 2017 Page 24

28 Exhibit A 2017 Unit No. 1 Improvement Plan, dated June 29, Page 25

29 WEST VILLAGES IMPROVEMENT DISTRICT PLAN OF IMPROVEMENTS FOR UNIT 1 REFINANCING Prepared for: West Villages Improvement District c/o Special District Services, Inc. 2501A Burns Road Palm Beach Gardens, FL Prepared by: Stantec Consulting Services Inc Professional Parkway East Sarasota, FL June 29, 2017 Page 26

30 WEST VILLAGES IMPROVEMENT DISTRICT PLAN OF IMPROVEMENTS FOR UNIT 1 REFINANCING Table of Contents 1. INTRODUCTION 2. GENERAL DESCRIPTION 3. INFRASTRUCTURE IMPROVEMENTS 4. SUMMARY AND CONCLUSION LIST OF TABLES TABLE 1 PROPOSED IMPROVEMENT COSTS (SUMMARY) LIST OF EXHIBITS EXHIBIT 1 OVERALL BOUNDARY OF WVID EXHIBIT 2 UNIT 1 BOUNDARY MAP EXHIBIT 3 UNIT 2 BOUNDARY MAP EXHIBIT 4 UNIT 3 BOUNDARY MAP EXHIBIT 5 UNIT 4 BOUNDARY MAP EXHIBIT 6 SKETCH AND LEGAL DESCRIPTION vj v:\2156\active\ \civil\report\final_document_report\rpt_wvid_eng-rpt-unit-1_plan-improvements_mak_ docx Page 27

31 WEST VILLAGES IMPROVEMENT DISTRICT PLAN OF IMPROVEMENTS FOR UNIT 1 REFINANCING 1. INTRODUCTIONS The West Villages Improvement District ( WVID ) was created by and operates under Chapter , Laws of Florida (the Act ) and operates pursuant to the Act and applicable provisions of Chapter 298, Florida Statutes. WVID was created to construct and maintain public works and utilities including water, sewer, drainage, irrigation, water management, parks, recreational facilities, roadway or related activities, as more particularly described in Chapter , Laws of Florida. District has adopted a Plan of Improvements for the 2007 Project which remains in full force and effect. For those improvements, refer to adopted Plan. The purpose of this Report is to present the nature and extent of the improvements intended to be funded, in part, by the District s Series 2017 Refunding Bonds (Unit of Development No. 1) which may be implemented by WVID for and on behalf of the Unit of Development No. 1 (the 2017 Project), which improvements will thereafter be owned, operated and/or maintained by either WVID or other legally empowered governmental entities. The text generally describes the existing land within Unit No. 1 and the proposed improvements comprising the 2017 Project. Aerial Location Maps (Exhibits 1 through 5 ) hereof shows overall District Boundary and the location of Unit of Developments Nos. 1 through 4. The Legal Description and Sketch (Exhibit 6 ) reflects the lands included in Unit of Development No GENERAL DESCRIPTION A. Topography The area within Unit of Development No. 1 (the Unit) is relatively flat with site elevations ranging from approximately 4.5 feet to 15 feet based on 1983 Southwest Florida Water Management District contour maps and U.S.C. & G.AS. Datum. The lower elevations occur in the wetlands along the east side of the site while the higher elevations are located near the southwest corner of the site. The Unit is primarily underdeveloped pasture and rangelands, upland pine flatwood, wetlands, and undeveloped woodlands. vj v:\2156\active\ \civil\report\final_document_report\rpt_wvid_eng-rpt-unit-1_plan-improvements_mak_ docx Page 28

32 WEST VILLAGES IMPROVEMENT DISTRICT PLAN OF IMPROVEMENTS FOR UNIT 1 REFINANCING B. Soil and Vegetation Based on the 1991 Soil Survey of Sarasota County, Florida, prepared by the United States Department of Agriculture (USDA) Soil Conservation Service (SCS), the predominant surficial soil types within the Unit are identified as SCS Soil No. 10, EauGallie and Myakka Fine Sands and SCS Soils No. 31, Pineda Fine Sand. SCS Soil No. 10 is a nearly level, poorly drained soil that can be made up entirely of EauGallie and similar soils, entirely Myakka and similar soils, or a combination of EauGallie, Myakka and other soils. Typically, the EauGallie soil has a surface layer of black fine sand with a subsurface layer of gray fine sand to a depth of about 22 inches. The surface layer of the Myakka soil is typically dark grayish brown fine sand about 6 inches thick while the subsurface layer is light gray fine sand about 18 inches thick. Pineda Fine Sand is a nearly level, poorly drained soil. Typically, the surface and subsurface layers are grey fine sands totaling approximately 22 inches thick. The subsoil consists of an upper layer of 14 inches of brown fine sand and a lower layer of 12 inches of mottled, light brownish gray fine sandy loam. The property within the Unit currently consists of 22 different vegetative communities comprised of both upland and wetland habitats. Several of the vegetation communities have been modified as a result of onsite agricultural activities including ditching and fire suppression. Areas that were historically extensive open forests or wiregrass prairies have since become heavily forested or have been cleared for cattle grazing and commercial nursery. Extensive ditching has also altered the hydrology of several of the wetland systems onsite, particularly where the ditches bisect wetlands or are adjacent to wetlands. These land altering activities have comprised, to a certain extent, the overall quality on several of the onsite vegetation communities. The predominate habitat types on the site are disturbed pine flatwoods, hardwood conifer mixed, wetlands, improved pastures, and mixed rangelands. C. Land Use and Zoning Unit 1 is located within the City of North Port, Florida ( City ). Parcels within Unit 1 are currently in various stages of development review and approval with the City, however, it is expected that the parcels will receive a Village comprehensive plan and zoning designation from the City that is compatible with the comprehensive land use plan adopted by the City. vj v:\2156\active\ \civil\report\final_document_report\rpt_wvid_eng-rpt-unit-1_plan-improvements_mak_ docx Page 29

33 WEST VILLAGES IMPROVEMENT DISTRICT PLAN OF IMPROVEMENTS FOR UNIT 1 REFINANCING 3. INFRASTRUCTURE IMPROVEMENTS A. Public Infrastructure Improvements The improvements as well as the standards development and master planning for the Unit will be consistent with the City of North Port Comprehensive Plan and Implementing Ordinances, studies, plans, and may include: Roadways, including thoroughfares, arterial, collector, or local streets (including related drainage) Master Irrigation Facilities Gateway Features and Landscaping Engineering and Contingencies B. Permitting Required permits will be applied for as the design of various facilities progresses. It is our opinion that there are no technical reasons existing at this time which would prohibit the implementation of the plan or permitting of the Plan of Improvements, subject to continued compliance with all agency criteria and conditions of the already approved plans and permits. Permits necessary to complete the 2017 Project have either been obtained as described above, or, in our opinion, are obtainable from the permitting agencies, subject to reasonable, normal and customary permit conditions. C. Rights-of-Way The WVID will be required to acquire certain real property interests, including fee simple title, rights-of-way, easements and access as necessary for the implementation, installation, operation, and maintenance of the 2017 Project. It is anticipated that some of said real property interests will be donated by the landowners in the Unit and some will be purchased by the WVID (subject to statutory approvals and satisfactory appraisals) from the landowners within and outside the Unit. The Estimated Costs of Improvements include allowances for such purchases. vj v:\2156\active\ \civil\report\final_document_report\rpt_wvid_eng-rpt-unit-1_plan-improvements_mak_ docx Page 30

34 WEST VILLAGES IMPROVEMENT DISTRICT PLAN OF IMPROVEMENTS FOR UNIT 1 REFINANCING D. MAINTENANCE RESPONSIBILITIES Maintenance and operational responsibilities of the 2017 Project will include the following: 1. Maintenance and updating of the Master Plans and Standards as the District develops. It is expected that this responsibility will remain with the WVID in cooperation with the Developer. 2. Maintenance and operation of the roadways and Gateway features and Landscaping and Irrigation associated with the roadway system. It is expected that this responsibility will remain with the WVID. 3. Maintenance of other utilities such as water and sewer (including lines, pump stations, treatment plants, etc.) are expected to be turned over to the City of North Port. 4 SUMMARY AND CONCLUSION The 2017 Project as outlined is necessary for the functional development of the District. The 2017 Project is being designed in accordance with current governmental regulatory requirements. The 2017 Project will serve its intended function so long as the construction is in substantial compliance with the design. Items of construction for the 2017 Project are based upon concurrent development plans. It is our professional opinion that the infrastructure costs provided herein for the District improvements for the 2017 Project are reasonable to complete the construction of the infrastructure described herein and that these infrastructure improvements will benefit and add value to the District. These estimated costs are based upon prices currently being experienced for similar items of work in Southwest Florida and expected inflation in the future. Actual costs may vary based on final engineering, planning and approvals from regulatory agencies. vj v:\2156\active\ \civil\report\final_document_report\rpt_wvid_eng-rpt-unit-1_plan-improvements_mak_ docx Page 31

35 WEST VILLAGES IMPROVEMENT DISTRICT PLAN OF IMPROVEMENTS FOR UNIT 1 REFINANCING LIST OF TABLES TABLE 1 PROPOSED IMPROVEMENT COSTS (SUMMARY) vj v:\2156\active\ \civil\report\final_document_report\rpt_wvid_eng-rpt-unit-1_plan-improvements_mak_ docx Page 32

36 WEST VILLAGES IMPROVEMENT DISTRICT PLAN OF IMPROVEMENTS FOR UNIT 1 REFINANCING Table 1 Estimated Cost of Improvements for 2017 Project Element Cost Roadway Improvements and Enhancements $ 2,500,000 Master Irrigation Facilities $ 800,000 Gateway Features and Landscaping $ 300,000 Subtotal $ 3,600,000 Contingencies (10%) $ 360,000 Engineering, Legal and Administrative (15%) $ 540,000 Subtotal $ 900,000 Total $ 4,500,000 Please note that estimated individual Element totals will vary and are only to establish a Total Estimated Cost of Improvements. vj v:\2156\active\ \civil\report\final_document_report\rpt_wvid_eng-rpt-unit-1_plan-improvements_mak_ docx Page 33

37 WEST VILLAGES IMPROVEMENT DISTRICT PLAN OF IMPROVEMENTS FOR UNIT 1 REFINANCING LIST OF EXHIBITS vj v:\2156\active\ \civil\report\final_document_report\rpt_wvid_eng-rpt-unit-1_plan-improvements_mak_ docx Page 34

38 WEST VILLAGES IMPROVEMENT DISTRICT PLAN OF IMPROVEMENTS FOR UNIT 1 REFINANCING EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 EXHIBIT 4 EXHIBIT 5 OVERALL BOUNDARY OF WVID UNIT 1 BOUNDARY MAP UNIT 2 BOUNDARY MAP UNIT 3 BOUNDARY MAP UNIT 4 BOUNDARY MAP EXHIBIT 6 SKETCH AND LEGAL DESCRIPTION UNIT 1 vj v:\2156\active\ \civil\report\final_document_report\rpt_wvid_eng-rpt-unit-1_plan-improvements_mak_ docx Page 35

39 EXHIBIT "1" L E G E N D West Villages Boundary Aerial: Sarasota County, 2016 \\US1227-F01\V:\2156\active\ \gis\mxd\Boundary_Map_ _v01_ mxd Revised: By: esturm Disclaimer: Stantec assumes no responsibility for data supplied in electronic format. The recipient accepts full responsibility for verifying the accuracy and completeness of the data. The recipient releases Stantec, its officers, employees, consultants and agents, from any and all claims arising in any way from the content or provision of the data. West Villages Improvement District Boundary Map June 2017 Stantec Consulting Services Inc Professional Parkway East Sarasota, FL tel fax $ ( $ Page ,000 2,000 Feet Prepared by: E.E.S. 06/19/17

40 EXHIBIT "2" Page 37

41 EXHIBIT "3" Page 38

42 EXHIBIT "4" Page 39

43 Page 40

44 EXHIBIT "6" Page 41

45 Page 42

46 Page 43

47 Page 44

48 Page 45

49 Page 46

50 Page 47

51 Page 48

52 Page 49

53 Page 50

54 Exhibit B 2017 Assessment Report, dated June 29, Page 51

55 WEST VILLAGES IMPROVEMENT DISTRICT UNIT 1 Series 2017 Refunding Bonds Assessment Methodology Report of Benefits for 2017 Refinancing JULY 14, 2017 Submitted by: Special District Services, Inc. 2501A Burns Road Palm Beach Gardens, Fla Toll Free: Fax: Page 52

56 1.0 INTRODUCTION The West Villages is a development consisting of residential Neighborhoods and Villages with associated Neighborhood and Village Centers, and a proposed mixed-use Town Center containing approximately 8,200 acres located in the City of North Port, Florida. The West Villages is contained within the West Villages Improvement District (the "District") and is planned for up to 15,000 residential units and 300 to 1,000 acres of mixed-use Town Center. The West Villages Improvement District ("WVID") was created by and operates under Chapter , Laws of Florida (the "Act") and operates pursuant to the Act and applicable provisions of Chapter 298, Florida Statutes. West Villages Improvement District Resolution No designated approximately 8,193 acres of the West Villages Improvement District as the West Villages Improvement District Unit of Development No. 1 ("Unit 1"). Unit 1 consists of all of the property currently contained within WVID that is located within the City of North Port, Florida. Unit 1 was designated to provide for Master Planning, Standards Development, plus the construction, financing, long-term administration, and management of certain public infrastructure required for the District. In accordance with that certain Report of Engineer, dated March 14, 2006, First Amendment to the Report of Engineer, adopted April 26, 2006, prepared by the then-current District Engineer, Kimley-Horn and Associates, Inc. (the Original Reports ), along with other associated reports, the District levied and imposed special assessments securing its $34,895,000 in Special Assessment Bonds, Series 2007 (Unit of Development No. 1) (the Series 2007 Bonds ). In such reports, the District Engineer specifically determined: that allocating the benefits of the Project based on the number of portions of land of a half-acre or less is the basis selected for apportioning the special benefits. Planning studies prepared by the District Engineer for the Unit have established a projected number of half-acre or less portions of land within the Unit. These halfacre or less portions of land are employed in the special assessment methodology for the determination, allocation and apportionment of the benefits. For the purpose of this report, the total half-acre or less portions of land in the Unit is 16,400. The District Engineer has determined that the total of 16,400 half-acre or less portions of land will be specially benefited by the Project. The District Engineer has estimated that the total benefits to be received by the lands in Unit 1 from the Project described in the proposed Plan of Improvements to be $49,896, This amount of total benefits divided by 16,400 (the estimated and projected number half-acre or less portions of land in the Unit) equals $3, of benefit per half-acre or less portion of land. 1 Page 53

57 For purposes of this Report, the District Engineer has determined that the calculation of the half-acre portions of land shall be as follows: a) Each parcel of land not subject to a legally constituted condominium and having an area less than or equal to one-half acre shall represent one Half-Acre Portion of Land b) Each parcel of land not subject to a legally constituted condominium and having an area (the Total Area ) equal to or greater than one acre shall constitute a number of Half-Acre Portions of Land equal to the sum of (i) 2 times the number of whole acres (the Whole Acres ) included within the Total Area, plus (ii) that number of Half Acre Portions of Land equal to the result of (x) the Total Area minus the Whole Acres divided by (y) 0.50, rounded up to the next higher whole number. c) Any land that is subject to a legally constituted condominium shall not be allocated benefits pursuant to (a) or (b) above, but each condominium unit shall constitute one Half Acre Portion of Land. d) The Determined Benefits allocated to each parcel of land or condominium unit in the Unit shall equal the total Determined Benefit multiplied by the number of Half-Acre Portions of Land represented by such parcel or condominium divided by the total Half-Acre Portions of Land for all parcels and condominium in the Unit. e) The allocation of benefits shall be performed annually based upon the final tax roll for the Unit. The District is now contemplating the refunding of the Series 2007 Bonds (the Series 2017 Bonds ) to, among other things, take advantage of interest rate savings which will result in new capital to be used for newly-contemplated infrastructure improvements while maintaining the same per parcel annual debt assessment. The purpose of this report is to memorialize this refinancing and provide assurance there will be no change in the non-ad valorem assessments to secure the Series 2017 Bonds (the Series 2017 Assessments ). Table 1 provides a computation of the annual non-ad valorem assessments assessed, imposed and levied against and peculiar to each assessable residential unit subject to the Series 2017 Assessments and demonstrates that the Series 2017 Assessments provide sufficient revenue to meet the maximum annual debt service requirement for the Series 2017 Bonds. The anticipated effect of the refunding of the Series 2007 Bonds will result in an increased par debt amount of outstanding District debt. However, due to the reduced interest rate associated with the reissuance, the annual payment of debt assessments will stay the same and the new capital will be used for newly-contemplated infrastructure improvements. 2 Page 54

58 In order to ensure that there is sufficient special assessment revenue to pay the Series 2017 Bonds, the District is required to perform an analysis which requires a determination of the amount of non-ad valorem assessments assessed, imposed and levied against and peculiar to each product type in order to meet the required debt service on the Series 2017 Bonds. Based on a Series 2017 refunding bond size of $32,165,000, the maximum annual debt service for the Series 2017 Bonds is $2,377,180, which has not been adjusted to include a 4% discount for early payment of assessments, a 1% fee for the Tax Collector, and a 1% service fee for the Property Appraiser (see attached Table 1). Since the total amount of the Series 2007 Bonds and the Series 2017 Bonds new capital do not exceed $44,906,755.77, which is 90% of the total benefits number of $49,896, as described in the Original Reports, the benefit findings discussed in the report and Exhibit D as well as the 16,400 units (the estimated and projected number half-acre or less portions of land in the Unit) and methodology described in the Original Reports do not change and are incorporated herein by reference relative to the Series 2017 Bonds. In that regard, it is concluded that the allocation of special benefits remain unchanged as they flow peculiar to each acre, lot or unit within the District and that the apportionment of the special benefits for the Series 2017 Assessments remains fair and reasonable. It is also concluded that the Series 2017 Assessments remain not in excess of the special benefits peculiar to the property as apportioned. Please note that Special District Services, Inc. is a management company and does not hold a certificate of authorization to perform engineering services in Florida. As such, this report is not the Report of Engineer as referenced in Florida Statutes Page 55

59 Table 1 Series 2017 Bonds Summary Note: Total Maximum Annual Assessment Per Unit Does NOT Change Due to the Refunding Product Type Number of Units Series 2007 Bonds Maximum Annual Assessment per Unit* Total Maximum Annual Assessment Series 2007 Existing Par Amount Per Unit Type Series 2007 Existing Par Amount Per Unit Series 2017 Future Par Amount Per Unit Type Series 2017 Future Par Amount Per Unit Series 2017 Bonds Maximum Annual Assessment per Unit* All 16,400 $ $2,377,180 $29,575,000 $1,803 $32,165,000 $1,961 $ * Does not include discounts and fees Page 56

60 This instrument was prepared by and upon recording should be returned to: Hopping Green & Sams, P.A. 119 South Monroe Street, Suite 300 Tallahassee, Florida Attn: District Counsel CONSTRUCTION AND MAINTENANCE EASEMENT AGREEMENT THIS CONSTRUCTION AND MAINTENANCE EASEMENT AGREEMENT ( Easement Agreement ) is made this 29 th day of August, 2017 by WEST VILLAGES IMPROVEMENT DISTRICT, a local unit of special-purpose government, whose address is 2501 Burns Road, Suite A, Palm Beach Gardens, Florida (the District or Grantor ), and MANASOTA BEACH RANCHLANDS, LLLP, a Florida limited liability limited partnership ( Grantee, and together with Grantor referred to herein as the Parties, and separately as the Party ). WITNESSETH: WHEREAS, the District was established pursuant to the Uniform Special District Accountability Act, Chapter 189, Florida Statutes, as amended ( Act ), and is validly existing under the Constitution and laws of the State of Florida; WHEREAS, the Act authorizes the District to plan, finance, construct, install, operate and/or maintain certain infrastructure, including, but not limited to, surface water management systems, potable water distribution, wastewater collection, and reuse facilities, roadways, landscaping, parks, and recreational facilities and uses within District s boundaries; WHEREAS, the District is the owner in fee simple of certain real property located in Sarasota County, Florida, including those certain parcels of land lying more particularly described in Exhibit A attached hereto and incorporated herein by this reference ( Easement Area ); and, WHEREAS, Grantee has requested that Grantor grant to Grantee a construction and maintenance easement over the Easement Area to allow for the Grantee s construction and installation of a wastewater treatment plant and associated infrastructure improvements ( Improvements ), and Grantor is agreeable to granting such an easement on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the sum of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1 Page 57

61 1. Recitals. The foregoing recitals are true and correct and by this reference are incorporated as a material part of this Easement Agreement. 2. Construction and Maintenance Easement. Grantor hereby grants to Grantee an easement over, upon, under, through, and across the Easement Area for ingress and egress for the construction, installation, maintenance, repair and replacement of the Improvements ( Easement ). 3. Termination of Easement. The Easement shall automatically terminate as it relates to any portion of the Easement Area upon: (a) conveyance in fee simple title of that portion of the Easement Area to the District, or (b) upon the conclusion of the construction or installation of the Improvements by the Grantee. 4. Damage. The Parties shall use all due care to protect the Easement Area and adjoining property from damage resulting from the Parties use of the Easement Area. In the event a Party, or its respective employees, agents, assignees, contractors (or their subcontractors, employees or materialmen), or representatives cause damage to the Easement Area or to adjacent property or improvements in the exercise of the easement rights granted herein, that Party, at its sole cost and expense, agrees to promptly commence and diligently pursue the restoration of the same and the improvements so damaged to, as nearly as practical, the original condition and grade, including, without limitation, repair and replacement of any landscaping, hardscaping, plantings, ground cover, roadways, driveways, sidewalks, parking areas, fences, walks, utility lines, stormwater facilities, pumping facilities, pumps and other structures or improvements of any kind. In no event shall either Party, its employees, agents, licensees, invitees, contractors and subcontractors use the Easement for the storage of construction materials, vehicles, supplies, tools and equipment, or the erection of temporary construction buildings, storage sheds and shelters. 5. Insurance. Grantee and/or any contractors performing work for Grantee on the Easement Area shall at all times maintain general public liability insurance to afford protection against any and all claims for personal injury, death or property damage arising directly or indirectly out of the exercise of the rights and privileges granted. Said insurance shall be issued by solvent, reputable insurance companies authorized to do business in the State of Florida, naming Grantee, and its employees and representatives, as insureds, and Grantor, or its successors and assigns, and its employees and representatives, as additional insureds, as its interests may appear in a combined-single limit of not less than $1,000, with respect to bodily injury or death and property damage. 6. Indemnity. To the extent permitted by law, but in the case of Grantee without waiving any sovereign immunity protection or other limits on liability afforded by law, the Parties shall indemnify and hold each other (as well each other s successors, assigns, agents, employees, staff, contractors, officers, supervisors, and representatives) harmless (together, Indemnitees ), from any and all liability, loss, damage, or harm of any kind, whether monetary or otherwise, including reasonable attorneys fees and costs and all fees and costs of mediation or alternative dispute resolution, as a result of any claims, liabilities, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, or judgments, against Indemnitees which arise out of any of the activities referred to under the terms of this Easement Agreement or use of the 2 Page 58

62 Easement Area by either Party, its successors, assigns, agents, employees, contractors (including but not limited to subcontractors, materialmen, etc.), officers, invitees, or representatives. 7. Limitations on Liability. Grantee agrees that nothing contained in this Easement Agreement shall constitute or be construed as a waiver of Grantor s limitations on liability set forth in section , Florida Statutes, and other applicable law. 8. Liens. Grantee shall not permit (and shall promptly satisfy) any construction, mechanic s lien or encumbrance against the Easement Area or other of Grantor s property in connection with the exercise of its rights hereunder. 9. Exercise of Rights. The rights and Easement created by this Easement Agreement are subject to the following provisions: (a) Grantee shall install the Improvements in a sound, professional manner and shall have sole responsibility for obtaining any necessary permits or regulatory approvals for the Improvements installation. Any rights granted hereunder shall be exercised by Grantee only in accordance and compliance with any and all applicable laws, ordinances, rules, regulations, permits and approvals, and any future modifications or amendments thereto. Grantee shall not discharge into or within the Easement Area any hazardous or toxic materials or substances, any pollutants, or any other substances or materials prohibited or regulated under any federal, state or local law, ordinance, rule, regulation or permit, except in accordance with such laws, ordinances, rules, regulations and permits. (b) Grantor makes no representation that the Easement Area is suitable for installation of the Improvements. Grantee acknowledges that there are or may be existing facilities located within the Easement Area. Grantee shall not interfere with or cause interruption in the dayto-day operation of all existing facilities in the Easement Area. (c) Nothing herein shall be construed to limit in any way Grantor s rights to (i) construct and maintain in the Easement Area any structures or other improvements that do not materially interfere with the use or enjoyment of the Easement granted herein for the purposes for which they are created as contemplated herein, or (ii) to use the Easement Area, or allow the use of the Easement Area by others, in common with Grantee, its successors and assigns. 10. Default. A default by Grantor or Grantee under this Easement Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages, injunctive relief, and specific performance. 11. Enforcement of Agreement. In the event that the Grantor or Grantee seeks to enforce this Easement Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys fees and costs for trial, alternative dispute resolution, or appellate proceedings. 12. Notices. Any notice, demand, consent, authorization, request, approval, or other communication that any Party is required, or may desire, to give to or make upon the other Party pursuant to this Easement Agreement shall be effective and valid only if in writing and delivered 3 Page 59

63 personally to the other Parties or sent by express 24-hour guaranteed courier or delivery service or by certified mail of the United States Postal Service, postage prepaid and return receipt requested, addressed to the other Party as follows (or to such other place as any Party may by notice to the others specify): A. If to the District: West Villages Improvement District 2501 Burns Road, Suite A Palm Beach Gardens, Florida Attn: Todd Wodraska With a copy to: Hopping Green & Sams P.A. 119 South Monroe Street, Suite 300 Post Office Box 6526 (32314) Tallahassee, Florida Attn: Jonathan Johnson B. If to Grantee: Manasota Beach Ranchlands, LLLP 4901 Vineland Road, Suite 450 Orlando, Florida Attn: Leslie Candes Notice shall be deemed given when received, except that if delivery is not accepted, notice shall be deemed given on the date of such non-acceptance. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving notice would otherwise expire on a non-business day, the notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the Grantor and counsel(s) for Grantee may deliver Notice on behalf of the Grantor and Grantee, respectively. 13. Third Parties. This Easement Agreement is solely for the benefit of Grantor and Grantee, and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Easement Agreement. Nothing in this Easement Agreement expressed or implied is intended or shall be construed to confer upon any person, corporation, or entity other than Grantor and Grantee any right, remedy, or claim under or by reason of this Easement Agreement or any of the provisions or conditions of this Easement Agreement. Grantor shall be solely responsible for enforcing its rights under this Easement Agreement against any interfering third party. Nothing contained in this Easement Agreement shall limit or impair Grantor s right to protect its rights from interference by a third party. 14. Assignment. Neither of the Parties hereto may assign, transfer, or license all or any portion of its rights under this Easement Agreement without the prior written consent of the other Party. Any purported assignment, transfer, or license by one of the Parties absent the written consent of the other Party shall be void and unenforceable. Notwithstanding the foregoing, the rights and obligations contained herein shall run with the land, and be binding upon, and for the benefit of, successors in interest to the Easement Area. 4 Page 60

64 15. Controlling Law and Venue. This Easement Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. The Parties agree and consent to venue in Sarasota County, Florida, for the resolution of any dispute, whether brought in or out of court, arising out of this Easement Agreement. 16. Public Records. All documents of any kind provided in connection with this Easement Agreement are public records and are treated as such in accordance with Florida law. 17. Severability. The invalidity or unenforceability of any one or more provisions or part of a provision of this Easement Agreement shall not affect the validity or enforceability of the remaining provisions of this Easement Agreement or any part of this Easement Agreement not held to be invalid or unenforceable. 18. Binding Effect. This Easement Agreement and all of the provisions, representations, covenants, and conditions contained herein shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, transferees, and/or licensees. 19. Authorization. By execution below, the undersigned represent that they have been duly authorized by the appropriate body or official of their respective entity to execute this Easement Agreement, that the respective Parties have complied with all the requirements of law, and they have full power and authority to comply with the terms and provisions of this instrument. 20. Amendments. Amendments to and waivers of the provisions contained in this Easement Agreement may be made only by an instrument in writing which is executed by Grantor and Grantee. 21. Entire Agreement. This instrument shall constitute the final and complete expression of the agreement between the Parties relating to the subject matter of this Easement Agreement. 22. Effective Date. The Effective Date of this Easement Agreement shall be the date first written above. 23. Counterparts. This Easement Agreement may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute one and the same agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 5 Page 61

65 IN WITNESS WHEREOF, Grantor and Grantee caused this Easement Agreement to be executed, to be effective as of the day and year first written above. Signed, sealed and delivered in the presence of: Witnesses: GRANTOR WEST VILLAGES IMPROVEMENT DISTRICT, a local unit of special purpose government By: Printed Name: By: Chairman, Board of Supervisors By: Printed Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of August, 2017, by Martin Black as Board of Supervisors Chairperson of, and on behalf of, the West Villages Improvement District, who is personally known to me or who has produced as identification. If no type of identification is indicated, the above-named person is personally known to me. (SEAL) Signature of Notary Public Name of Notary Public (Typed, Printed or Stamped) 6 Page 62

66 Signed, sealed and delivered in the presence of: Witnesses: By: Printed Name: By: Printed Name: GRANTEE MANASOTA BEACH RANCHLANDS, LLLP, a Florida limited liability limited partnership By: Thomas Ranch Villages GP, LLC, a Delaware limited liability company, as its General Partner By: Thomas Ranch Manager, LLC, a Delaware limited liability company, as its Manager By: Name: Title: STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of, 2017, by Leslie C. Candes, as Vice President of Thomas Ranch Manager, LLC, a Delaware limited liability company, for and on behalf of said entity. She [ ] is personally known to me or [ ] produced as identification. NOTARY STAMP: Signature of Notary Public Printed Name of Notary Public 7 Page 63

67 Exhibit A Legal Description 8 Page 64

68 9 Page 65

69 AGREEMENT REGARDING THE JOINT FUNDING AND COMPLETION OF CERTAIN SPRING TRAINING STADIUM OFF-SITE INFRASTRUCTURE IMPROVEMENTS THIS AGREEMENT (the Agreement ) is made and entered into this 29th day of August, 2017, by and between: West Villages Improvement District, a local unit of special-purpose government established pursuant to Chapter , Laws of Florida, as amended, and located within the City of North Port and Sarasota County, Florida (the District ); and Manasota Beach Ranchlands, LLLP, a Florida limited liability limited partnership and the owner of certain lands within the boundary of the District whose address is 4901 Vineland Road, Suite 450, Orlando, Florida (the Developer ). RECITALS WHEREAS, the District is a local unit of special-purpose government created and existing pursuant to Chapter , Laws of Florida, as amended, (the Act ) for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure improvements; and WHEREAS, the Act authorizes the District to issue bonds for the purpose, among others, of planning, financing, constructing, operating and/or maintaining certain infrastructure improvements within or without the boundaries of the District; and WHEREAS, the District, the City of North Port, Florida (the City ), Sarasota County, Florida (the County ), Atlanta National League Baseball Club, LLC ( ANLBC ), the Developer, and Calben (US) Corporation (the Developer Guarantor ) (collectively, the Stakeholders ) have entered into that certain Letter of Intent and Term Sheet, dated March 9, 2017 (collectively, the Term Sheet ); and WHEREAS, pursuant to the Term Sheet, the District shall provide for the design and construction, and the financing thereof, of certain spring training facilities and associated improvements to be utilized by ANLBC (collectively, the Facility ); and WHEREAS, the Developer is the owner and developer of the lands located within the boundaries of the District upon which the Facility is to be constructed (the Facility Site ); and WHEREAS, the Term Sheet additionally contemplates that the Developer shall cause the development and construction of certain off-site roadway and utility infrastructure and improvements (collectively hereinafter referred to as the Off-Site Improvements ) at either its expense or the expense of the District, as the District determines to be legally permissible, to 1 Page 66

70 facilitate ingress and egress and utility service to the perimeter of the Facility Site; and WHEREAS, the scope of the Off-Site Improvements are more particularly described in that certain Development Agreement which has or will be entered into by the Stakeholders, as may be amended from time to time (the Development Agreement ); and WHEREAS, the provision of the Off-Site Improvements by the District is collectively contemplated in the District s Amended Unit of Development No. 1 Plan of Improvements, dated November 20, 2015 (the 2007 Plan of Improvements and its Plan of Improvements for Unit 1 Refinancing, dated June 29, 2017 (the 2017 Plan of Improvements, and together with the 2007 Plan of Improvements, the Unit No. 1 Improvement Plan ); and WHEREAS, in furtherance of the District s provision of the Unit No. 1 Improvement Plan, the District has previously issued its Special Assessment Bonds, Series 2007 (Unit of Development No. 1) in the aggregate principal amount of $34,895,000 and its Special Assessment Revenue Refunding Bonds, Series 2017 (Unit of Development No. 1) in the aggregate principal amount of $32,165,000, respectively (collectively, the Unit No. 1 Bonds ); and WHEREAS, the District and the Developer now desire for the District to oversee the design and construction of the Off-Site Infrastructure in accordance with the terms of the Development Agreement; and WHEREAS, in order to ensure that the Off-Site Improvements are completed and funding is available in a timely manner to provide for their completion, the Developer and the District hereby agree that the District will not be obligated to issue additional bonds or other indebtedness to provide for the design and construction of such improvements, and accordingly the Developer will make provision for any additional funds that may be needed in the future for the completion of the Off-Site Improvements over and above any amounts paid by the District from the proceeds of its Unit No. 1 Bonds including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs. NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the District and the Developer agree as follows: SECTION 1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated by reference as a material part of this Agreement. SECTION 2. JOINT FUNDING AND COMPLETION OF OFF-SITE IMPROVEMENTS. The District shall undertake the design and construction of the Off-Site Infrastructure as set forth in more detail in the Development Agreement. The Developer and the District agree and acknowledge that the District s Unit No. 1 Bonds may provide only a portion of the funds necessary to complete the Off-Site Improvements. In the event that the cost of the Off-Site Improvements is such that the construction funds available from the Unit No. 1 Bonds proceeds are insufficient to complete the Off-Site Improvements, the Developer hereby agrees to complete, 2 Page 67

71 cause to be completed, or provide funds to the District in an amount sufficient to allow the District to complete or cause to be completed, those portions of the Off-Site Improvements which remain unfunded including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs (the Remaining Off-Site Improvements ) whether pursuant to existing contracts, including change orders thereto, contracts assigned by the Developer to the District, or future contracts. Nothing herein shall cause or be construed to require the District to issue additional bonds or indebtedness to provide funds for any portion of the Remaining Off-Site Improvements. The District and the Developer hereby acknowledge and agree that the District s execution of this Agreement constitutes the manner and means by which any and all portions of the Remaining Off-Site Improvements are to be funded and completed. A. When all or any portion of the Remaining Off-Site Improvements are the subject of a District contract, the Developer shall provide funds or cause funds to be provided directly to the District in an amount sufficient to complete the Remaining Off-Site Improvements pursuant to such contract, including change orders thereto, upon written notice from the District. B. When any portion of the Remaining Off-Site Improvements is not the subject of a District contract, the Developer may choose to: (1) complete, cause to be completed, provide funds or cause funds to be provided to the District in an amount sufficient to allow the District to complete or cause to be completed, those Remaining Off-Site Improvements; or (2) have the District enter into a contract and proceed under Section 2(a) above, subject, in each case, to a formal determination by the District s Board of Supervisors that the option selected by the Developer will not adversely impact the District, and is in the District s best interests. C. The District and Developer agree and acknowledge that for any and all portions of the Remaining Off-Site Improvements which are constructed, or caused to be constructed, by the Developer for the benefit of the District shall be conveyed to the District or such other appropriate unit of local government as is designated in the 2017 Plan of Improvements or required by governmental regulation or development approval. All conveyances to another governmental entity shall be in accordance with and in the same manner as provided in any agreement between the District and the appropriate unit of local government. D. Notwithstanding the foregoing, the Developer shall be solely responsible for funding the cost of designing and/or constructing any portion of the Off-Site Improvements which either: (1) are not contemplated in the Unit No. 1 Plan of Improvements; or (2) constitute private infrastructure improvements as determined by the District in its reasonable discretion in consultation with its bond counsel. For the avoidance of doubt, the costs to install the gas, power and cable infrastructure to the Facility Site shall be borne solely by the Developer. SECTION 3. DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A 3 Page 68

72 default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages and/or specific performance, and those specifically enumerated in the Development Agreement. Except as expressly set forth herein, the District shall be solely responsible for enforcing its rights under this Agreement against any interfering third party. Except as expressly set forth herein, nothing contained in this Agreement shall limit or impair the District s right to protect its rights from interference by a third party to this Agreement. SECTION 4. RECOVERY OF COSTS AND FEES. In the event any party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party, as determined by the applicable court or other dispute resolution provider, shall be entitled to recover from the non-prevailing party all fees and costs incurred, including reasonable attorneys fees, paralegal fees and expert witness fees, and costs incurred prior to or during any litigation or other dispute resolution and including all fees and costs incurred in appellate proceedings. SECTION 5. AMENDMENTS. This Agreement shall constitute the entire agreement between the parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all parties. SECTION 6. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Developer, both the District and the Developer have complied with all the requirements of law, and both the District and the Developer have full power and authority to comply with the terms and provisions of this instrument. SECTION 7. NOTICES. All notices, requests, consents and other communications under this Agreement ( Notices ) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows: A. If to Developer: Manasota Beach Ranchlands, LLLP 4901 Vineland Road, Suite 450 Orlando, Florida Attn: Leslie Candes With a copy to: Williams, Parker, Harrison, Dietz & Getzen, PA 200 South Orange Avenue Sarasota, Florida Attn: Peter Currin B. If to District: West Villages Improvement District 2501 Burns Road, Suite A Palm Beach Gardens, Florida Attn: District Manager With a copy to: Hopping Green & Sams, P.A. 4 Page 69

73 119 South Monroe Street, Suite 300 Tallahassee, Florida Attn: Jonathan T. Johnson Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Developer may deliver Notice on behalf of the District and the Developer. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein. SECTION 8. ARM S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Developer as an arm s length transaction. Both parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, both parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Developer. SECTION 9. THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Developer and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Developer any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns. Notwithstanding anything herein to the contrary, ANLBC shall be a direct third party beneficiary of the terms and conditions of this Agreement and shall be entitled to cause the enforcement of the obligations of the Parties hereunder. SECTION 10. ASSIGNMENT. This Agreement may be assigned, in whole or in part, by either party only upon the written consent of the other, which consent shall not be unreasonably withheld. SECTION 11. CONTROLLING LAW; VENUE. This Agreement and the provisions contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. Venue shall be in Sarasota County, Florida. SECTION 12. EFFECTIVE DATE; TERM. This Agreement shall become effective as of the Effective Date, and shall continue until the termination of the Development Agreement by the 5 Page 70

74 parties thereto. SECTION 13. PUBLIC RECORDS. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and may be treated as such in accordance with Florida law. SECTION 14. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable. SECTION 15. SOVEREIGN IMMUNITY. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section , Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law. SECTION 16. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement. SECTION 17. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document. [SIGNATURES ON NEXT PAGE] 6 Page 71

75 above. IN WITNESS WHEREOF, the parties execute this Agreement the day and year first written ATTEST: WEST VILLAGES IMPROVEMENT DISTRICT Secretary/Assistant Secretary Chairman, Board of Supervisors [Signatures Continued on Next Page] 7 Page 72

76 WITNESS: Witness (Print Name) MANASOTA BEACH RANCHLANDS, LLLP, a Florida limited liability limited partnership By: Thomas Ranch Villages GP, LLC, a Delaware limited liability company, as its General Partner By: Thomas Ranch Manager, LLC, a Delaware limited liability company, as its Manager By: Leslie C. Candes, Vice President Page 73

77 This instrument was prepared by and upon recording should be returned to: Hopping Green & Sams, P.A. 119 South Monroe Street, Suite 300 Tallahassee, Florida Attn: District Counsel CONSTRUCTION AND MAINTENANCE EASEMENT AGREEMENT THIS CONSTRUCTION AND MAINTENANCE EASEMENT AGREEMENT ( Easement Agreement ) is made this day of, 2017 by MANASOTA BEACH RANCHLANDS, LLLP, a Florida limited liability limited partnership ( Grantor ), and WEST VILLAGES IMPROVEMENT DISTRICT, a local unit of special-purpose government, whose address is 2501 Burns Road, Suite A, Palm Beach Gardens, Florida ( District or Grantee, and together with Grantor referred to herein as the Parties, and separately as the Party ). WITNESSETH: WHEREAS, the District was established pursuant to the Uniform Special District Accountability Act, Chapter 189, Florida Statutes, as amended ( Act ), and is validly existing under the Constitution and laws of the State of Florida; WHEREAS, the Act authorizes the District to plan, finance, construct, install, operate and/or maintain certain infrastructure, including, but not limited to, surface water management systems, potable water distribution, wastewater collection, and reuse facilities, roadways, landscaping, parks, and recreational facilities and uses within District s boundaries; WHEREAS, Grantor is the owner in fee simple of certain real property located in Sarasota County, Florida, lying within the boundaries of the District including those certain parcels of land lying more particularly described in Exhibit A attached hereto and incorporated herein by this reference ( Easement Area ); and, WHEREAS, the District, the City of North Port, Florida (the City ), Sarasota County, Florida (the County ), Atlanta National League Baseball Club, LLC ( ANLBC ), the Developer, and Calben (US) Corporation (the Developer Guarantor ) (collectively, the Stakeholders ) have entered into that certain Letter of Intent and Term Sheet, dated March 9, 2017 (collectively, the Term Sheet ); and WHEREAS, pursuant to the Term Sheet, the District shall provide for the design and construction, and the financing thereof, of certain spring training facilities and associated improvements to be utilized by ANLBC (collectively, the Facility ); and 1 Page 74

78 WHEREAS, in furtherance of the construction of the Facility, the District shall additionally design and construct certain off-site roadway and utility infrastructure and improvements (collectively hereinafter referred to as the Off-Site Improvements ), the scope of which is more particularly described in that certain Development Agreement which has or will be entered into by the Stakeholders, as may be amended from time to time (the Development Agreement ); and WHEREAS, Grantee has requested that Grantor grant to Grantee a construction and maintenance easement over the Easement Area to allow the District to provide for the construction and installation of the Off-Site Infrastructure Improvements, and Grantor is agreeable to granting such an easement on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the sum of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Recitals. The foregoing recitals are true and correct and by this reference are incorporated as a material part of this Easement Agreement. 2. Construction and Maintenance Easement. Grantor hereby grants to Grantee an easement over, upon, under, through, and across the Easement Area for ingress and egress for the construction, installation, maintenance, repair and replacement of the Off-Site Infrastructure Improvements ( Easement ). 3. Termination of Easement. The Easement shall automatically terminate as it relates to any portion of the Easement Area upon: (a) conveyance in fee simple title of that portion of the Easement Area to the District, or (b) upon the conclusion of the construction and installation of the Off-Site Infrastructure Improvements. 4. Damage. The Parties shall use all due care to protect the Easement Area and adjoining property from damage resulting from the Parties use of the Easement Area. In the event a Party, or its respective employees, agents, assignees, contractors (or their subcontractors, employees or materialmen), or representatives cause damage to the Easement Area or to adjacent property or improvements in the exercise of the easement rights granted herein, that Party, at its sole cost and expense, agrees to promptly commence and diligently pursue the restoration of the same and the improvements so damaged to, as nearly as practical, the original condition and grade, including, without limitation, repair and replacement of any landscaping, hardscaping, plantings, ground cover, roadways, driveways, sidewalks, parking areas, fences, walks, utility lines, stormwater facilities, pumping facilities, pumps and other structures or improvements of any kind. In no event shall either Party, its employees, agents, licensees, invitees, contractors and subcontractors use the Easement for the storage of construction materials, vehicles, supplies, tools and equipment, or the erection of temporary construction buildings, storage sheds and shelters. 5. Insurance. Grantee and/or any contractors performing work for Grantee on the Easement Area shall at all times maintain general public liability insurance to afford protection 2 Page 75

79 against any and all claims for personal injury, death or property damage arising directly or indirectly out of the exercise of the rights and privileges granted. Said insurance shall be issued by solvent, reputable insurance companies authorized to do business in the State of Florida, naming Grantee, and its employees and representatives, as insureds, and Grantor, or its successors and assigns, and its employees and representatives, as additional insureds, as its interests may appear in a combined-single limit of not less than $1,000, with respect to bodily injury or death and property damage. 6. Indemnity. To the extent permitted by law, but in the case of Grantee without waiving any sovereign immunity protection or other limits on liability afforded by law, the Parties shall indemnify and hold each other (as well each other s successors, assigns, agents, employees, staff, contractors, officers, supervisors, and representatives) harmless (together, Indemnitees ), from any and all liability, loss, damage, or harm of any kind, whether monetary or otherwise, including reasonable attorneys fees and costs and all fees and costs of mediation or alternative dispute resolution, as a result of any claims, liabilities, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, or judgments, against Indemnitees which arise out of any of the activities referred to under the terms of this Easement Agreement or use of the Easement Area by either Party, its successors, assigns, agents, employees, contractors (including but not limited to subcontractors, materialmen, etc.), officers, invitees, or representatives. 7. Limitations on Liability. Grantor agrees that nothing contained in this Easement Agreement shall constitute or be construed as a waiver of Grantee s limitations on liability set forth in section , Florida Statutes, and other applicable law. 8. Liens. Grantee shall not permit (and shall promptly satisfy) any construction, mechanic s lien or encumbrance against the Easement Area or other of Grantor s property in connection with the exercise of its rights hereunder. 9. Exercise of Rights. The rights and Easement created by this Easement Agreement are subject to the following provisions: (a) Grantee shall install the Off-Site Infrastructure Improvements in a sound, professional manner and shall have sole responsibility for obtaining any necessary permits or regulatory approvals for the Off-Site Infrastructure Improvements installation. Any rights granted hereunder shall be exercised by Grantee only in accordance and compliance with any and all applicable laws, ordinances, rules, regulations, permits and approvals, and any future modifications or amendments thereto. Grantee shall not discharge into or within the Easement Area any hazardous or toxic materials or substances, any pollutants, or any other substances or materials prohibited or regulated under any federal, state or local law, ordinance, rule, regulation or permit, except in accordance with such laws, ordinances, rules, regulations and permits. (b) Grantor makes no representation that the Easement Area is suitable for installation of the Off-Site Infrastructure Improvements. Grantee acknowledges that there are or may be existing facilities located within the Easement Area. Grantee shall not interfere with or cause interruption in the day-to-day operation of all existing facilities in the Easement Area. 3 Page 76

80 (c) Nothing herein shall be construed to limit in any way Grantor s rights to (i) construct and maintain in the Easement Area any structures or other improvements that do not materially interfere with the use or enjoyment of the Easement granted herein for the purposes for which they are created as contemplated herein, or (ii) to use the Easement Area, or allow the use of the Easement Area by others, in common with Grantee, its successors and assigns. 10. Default. A default by Grantor or Grantee under this Easement Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages, injunctive relief, and specific performance. 11. Enforcement of Agreement. In the event that the Grantor or Grantee seeks to enforce this Easement Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys fees and costs for trial, alternative dispute resolution, or appellate proceedings. 12. Notices. Any notice, demand, consent, authorization, request, approval, or other communication that any Party is required, or may desire, to give to or make upon the other Party pursuant to this Easement Agreement shall be effective and valid only if in writing and delivered personally to the other Parties or sent by express 24-hour guaranteed courier or delivery service or by certified mail of the United States Postal Service, postage prepaid and return receipt requested, addressed to the other Party as follows (or to such other place as any Party may by notice to the others specify): A. If to the District: West Villages Improvement District 2501 Burns Road, Suite A Palm Beach Gardens, Florida Attn: Todd Wodraska With a copy to: Hopping Green & Sams P.A. 119 South Monroe Street, Suite 300 Post Office Box 6526 (32314) Tallahassee, Florida Attn: Jonathan Johnson B. If to Grantor: Manasota Beach Ranchlands, LLLP 4901 Vineland Road, Suite 450 Orlando, Florida Attn: Leslie Candes With a copy to: Williams, Parker, Harrison, Dietz & Getzen, P.A. 200 South Orange Avenue Sarasota, Florida Attn: Peter Currin Notice shall be deemed given when received, except that if delivery is not accepted, notice shall be deemed given on the date of such non-acceptance. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. 4 Page 77

81 If any time for giving notice would otherwise expire on a non-business day, the notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the Grantor and counsel(s) for Grantee may deliver Notice on behalf of the Grantor and Grantee, respectively. 13. Third Parties. This Easement Agreement is solely for the benefit of Grantor and Grantee, and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Easement Agreement. Nothing in this Easement Agreement expressed or implied is intended or shall be construed to confer upon any person, corporation, or entity other than Grantor and Grantee any right, remedy, or claim under or by reason of this Easement Agreement or any of the provisions or conditions of this Easement Agreement. Grantor shall be solely responsible for enforcing its rights under this Easement Agreement against any interfering third party. Nothing contained in this Easement Agreement shall limit or impair Grantor s right to protect its rights from interference by a third party. 14. Assignment. Neither of the Parties hereto may assign, transfer, or license all or any portion of its rights under this Easement Agreement without the prior written consent of the other Party. Any purported assignment, transfer, or license by one of the Parties absent the written consent of the other Party shall be void and unenforceable. Notwithstanding the foregoing, the rights and obligations contained herein shall run with the land, and be binding upon, and for the benefit of, successors in interest to the Easement Area. 15. Controlling Law and Venue. This Easement Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. The Parties agree and consent to venue in Sarasota County, Florida, for the resolution of any dispute, whether brought in or out of court, arising out of this Easement Agreement. 16. Public Records. All documents of any kind provided in connection with this Easement Agreement are public records and are treated as such in accordance with Florida law. 17. Severability. The invalidity or unenforceability of any one or more provisions or part of a provision of this Easement Agreement shall not affect the validity or enforceability of the remaining provisions of this Easement Agreement or any part of this Easement Agreement not held to be invalid or unenforceable. 18. Binding Effect. This Easement Agreement and all of the provisions, representations, covenants, and conditions contained herein shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, transferees, and/or licensees. 19. Authorization. By execution below, the undersigned represent that they have been duly authorized by the appropriate body or official of their respective entity to execute this Easement Agreement, that the respective Parties have complied with all the requirements of law, and they have full power and authority to comply with the terms and provisions of this instrument. 5 Page 78

82 20. Amendments. Amendments to and waivers of the provisions contained in this Easement Agreement may be made only by an instrument in writing which is executed by Grantor and Grantee. 21. Entire Agreement. This instrument shall constitute the final and complete expression of the agreement between the Parties relating to the subject matter of this Easement Agreement. 22. Effective Date. The Effective Date of this Easement Agreement shall be the date first written above. 23. Counterparts. This Easement Agreement may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute one and the same agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 6 Page 79

83 IN WITNESS WHEREOF, Grantor and Grantee caused this Easement Agreement to be executed, to be effective as of the day and year first written above. Signed, sealed and delivered in the presence of: Witnesses: By: Printed Name: By: Printed Name: GRANTOR MANASOTA BEACH RANCHLANDS, LLLP, a Florida limited liability limited partnership By: Thomas Ranch Villages GP, LLC, a Delaware limited liability company, as its General Partner By: Thomas Ranch Manager, LLC, a Delaware limited liability company, as its Manager By: Name: Leslie C. Candes Title: Vice President STATE OF ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of, 2017, by Leslie C. Candes, as Vice President of Thomas Ranch Manager, LLC, a Delaware limited liability company, for and on behalf of said entity. She [ ] is personally known to me or [ ] produced as identification. NOTARY STAMP: Signature of Notary Public Printed Name of Notary Public 7 Page 80

84 Signed, sealed and delivered in the presence of: Witnesses: GRANTEE WEST VILLAGES IMPROVEMENT DISTRICT, a local unit of special purpose government By: Printed Name: By: By: Printed Name: Title: Chairperson, Board of Supervisors Printed Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of, 20, by as Board of Supervisors Chairperson of, and on behalf of, the West Villages Improvement District, who is personally known to me or who has produced as identification. If no type of identification is indicated, the above-named person is personally known to me. (SEAL) Signature of Notary Public Name of Notary Public (Typed, Printed or Stamped) 8 Page 81

85 Exhibit A Legal Description 9 Page 82

86 CONSENT TO CONSTRUCTION AND MAINTENANCE EASEMENT AGREEMENT SYNOVUS BANK, a banking corporation organized under the laws of the State of Georgia (d/b/a CB&T, a Division of Synovus Bank), holder of mortgage dated October 2, 2002, executed by FOURTH QUARTER PROPERTIES XXXII, LLC, a Georgia limited liability company, and recorded in Official Records Instrument No , Public Records of Sarasota County, Florida, and modified by that certain instrument in Official Records Instrument No , together with Loan Assumption and Modification Agreement recorded in Official Records Instrument No , between THOMAS RANCH LAND PARTNERS VILLAGE I, LLLP, THOMAS RANCH LAND PARTNERS VILLAGE 2A, LLLP (n/k/a Main Street Ranchlands, LLLP), THOMAS RANCH LAND PARTNERS VILLAGE 4A, LLLP (n/k/a Myakka River Club, LLLP), THOMAS RANCH LAND PARTNERS VILLAGE 4B, LLLP (n/k/a Timber Forest Ranch, LLLP), THOMAS RANCH LAND PARTNERS NORTH PORT, LLLP (n/k/a Manasota Beach Ranchlands, LLLP), and THOMAS RANCH LAND PARTNERS SARASOTA, LLLP (n/k/a Winchester Florida Ranch, LLLP), whose mailing address is 4901 Vineland Road, Suite 450, Orlando, Florida 32811, as further modified by that certain Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement recorded in Official Records Instrument No , together with Mortgage Spreader, Modification and Security Agreement dated November 12, 2015 recorded in Official Records Instrument No and re-recorded in Official Records Instrument No , Public Records of Sarasota County Florida (all of the foregoing instruments collectively referred to herein as Mortgage ), does hereby ratify, approve, confirm and consent to the foregoing Construction and Maintenance Easement Agreement (referred to herein as Easement Agreement ) to which this consent is attached, and agrees that the lien and encumbrance of the Mortgage is and shall be subordinate to the Easement Agreement and that the Easement Agreement shall survive any foreclosure of the Mortgage or deed in lieu thereof. [SIGNATURES ON FOLLOWING PAGE] 10 Page 83

87 IN WITNESS WHEREOF, the undersigned has caused these presents to be executed by its, this day of, 20. Signed, sealed and delivered in the presence of: Witnesses: By: Printed Name: By: SYNOVUS BANK, a banking corporation organized under the laws of the State of Georgia (d/b/a CB&T, a Division of Synovus Bank) By: Printed Name: Title: Printed Name: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of, 20 by as, of SYNOVUS BANK, a banking corporation organized under the laws of the State of Georgia (d/b/a CB&T, a Division of Synovus Bank, on behalf of the corporation. He/she is personally known to me or has produced as identification and did (did not) take an oath. (NOTARY SEAL) Notary Public Print Name: Commission No.: Expiration Date: 11 Page 84

88 This instrument prepared by: Jonathan T. Johnson, Esq. Hopping Green & Sams, P.A. 119 South Monroe Street, Suite 300 Tallahassee, Florida RESOLUTION A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT DESIGNATING WEST VILLAGES IMPROVEMENT DISTRICT UNIT OF DEVELOPMENT NO. 5; SETTING A HEARING ON THE APPROVAL AND CONFIRMATION OF THE ESTABLISHMENT OF SUCH UNIT; PROVIDING FOR RECORDATION OF THIS RESOLUTION; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the West Villages Improvement District (the District ), is a local unit of special-purpose government created and existing pursuant to Chapter , Laws of Florida, as amended (the Special Act ), and is situated in the City of North Port, Florida (the City ) and unincorporated Sarasota County, Florida (the County ); and WHEREAS, Section 11 of the Special Act provides that a unit of development ( Unit ) may be established by the Board of Supervisors of the District (the Board ) upon the receipt of a petition of the owners of fifty-one (51%) percent of the acreage to be included within the Unit; and WHEREAS, the Board has received a petition from the fee simple owners of at least fifty-one (51%) percent of the real property described in the attached Exhibit A (the Property ), requesting the establishment of a Unit to be identified as the West Villages Unit of Development No. 5 which encompasses the lands comprising the Property, a copy of which is attached hereto as Exhibit B (the Petition ); and WHEREAS, the Property lies within the jurisdictional boundaries of the District; and WHEREAS, the Board desires to designate the lands comprising the Property as the West Villages Improvement District Unit of Development No. 5, and to set a hearing on its intent to establish same. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT: 1 Page 85

89 SECTION 1. DESIGNATION OF UNIT OF DEVELOPMENT. The Board hereby designates the establishment of the West Villages Improvement District Unit of Development No. 5 for the purpose of exercising some or all of the powers granted to the District pursuant to the Special Act and any other provisions of Florida law. The location, area and jurisdictional boundaries of the West Villages Unit of Development No. 5 shall be as described in the attached Exhibit A. SECTION 2. HEARING ON INTENT TO ESTABLISH UNIT. A. The Board hereby declares that a hearing shall be held at 11:00 A.M., on April 13, 2017, at the City of North Port City Hall, 4970 City Hall Boulevard, North Port, Florida for the purpose of reviewing written objections of landowners within the District, if any, regarding the District s intent to establish the West Villages Unit of Development No. 5. Affected parties may appear at that hearing or submit their comments in writing to the office of the District Manager, located at 2501-A Burns Road, Palm Beach Gardens, Florida B. The District Manager is hereby authorized and directed to provide notice of the hearing once a week for two (2) consecutive weeks in a newspaper(s) of general circulation that the City and County utilize to publish notice of their respective public meetings. The notice shall briefly describe the Unit and the lands embraced therein, giving the name, number, or other designation thereof, and requiring all owners of lands in the District to show cause, in writing, as to why the division of the District into the Unit should not be approved, and why the proceedings and powers authorized by the Special Act should not be had, taken, and exercised. Two (2) weeks written notice shall also be given to the City Manager or the County Administrator, or their designees, depending on the geographical location of the Unit. SECTION 3. RECORDATION OF UNIT DESIGNATION RESOLUTION. A copy of this Resolution shall be recorded in the Public Records of Sarasota County, Florida upon its adoption. SECTION 4. SEVERABILITY. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect. SECTION 5. EFFECTIVE DATE. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed. [Continued on Next Page] 2 Page 86

90 PASSED AND ADOPTED, this 29 th day of August, ATTEST: WEST VILLAGES IMPROVEMENT DISTRICT Secretary Chairman/Vice-Chairman Exhibit A: Exhibit B: Legal Description & Sketch of Unit 5 Boundary Unit Establishment Petition 3 Page 87

91 Exhibit A Legal Description and Sketch of Unit 5 Boundary Page 88

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