COMMUNITY DEVELOPMENT DISTRICT

Transcription

1 HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT DISTRICT OFFICE 3434 COLWELL AVENUE SUITE 200 TAMPA, FLORIDA HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS MEETING APRIL 21,

2 HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT AGENDA APRIL 21, 2016 at 6:00 p.m. Mira Bay Clubhouse (Lagoon Room) located at 107 Manns Harbor Drive, Apollo Beach, Florida District Board of Supervisors Bob Collins Chairman Bob Cribbs Vice Chairman Kathryn Dukes Assistant Secretary Ned Carr Assistant Secretary Joe McNeil Assistant Secretary District Manager Matthew Huber Rizzetta & Company, Inc. District Attorney Jere Earlywine Hopping, Green & Sams District Engineer Jamie Scarola Scarola Associates Engineering Design and Land Consultants, P.A. All Cellular phones and pagers must be turned off while in the meeting room. The District Agenda is comprised of seven different sections: The meeting will begin promptly at 6:00 p.m. with the first section, which is called Audience Comments. The Audience Comment portion of the agenda is where individuals may comment on matters that concern the District. Each individual is limited to three (3) minutes for such comment. The Board of Supervisors or Staff is not obligated to provide a response until sufficient time for research or action is warranted. If the comment is maintenance related item, these items will need to be addressed by the District Administrator outside the context of this meeting. The second section is called Staff Reports. This section allows the District Administrator, Engineer, and Attorney to update the Board of Supervisors on any pending issues that are being researched for Board action. The third section is called Business Administration section contains items that require the review and approval of the District Board of Supervisors as a normal course of business. The fourth section is called Business Items. The business items section contains items for approval by the District Board of Supervisors that may require discussion, motion and votes on an item-by-item basis. Occasionally, certain items for decision within this section are required by Florida Statute to be held as a Public Hearing. During the Public Hearing portion of the agenda item, the public will be permitted to provide one comment on the issue, prior to the Board of Supervisors discussion, motion and vote. Agendas can be reviewed by contacting the Administrator s office at (813) at least seven days in advance of the scheduled meeting. Requests to address items that are not on this agenda must be submitted in writing with an explanation to the District Administrator at least fourteen (14) days prior to the date of the meeting and will be heard under Public Comments. The fifth section is called Staff Reports. This section allows the District Administrator, Engineer, and Attorney to update the Board of Supervisors on any pending issues that are being researched for Board action. The sixth section is called Supervisor Requests. This is the section in which the Supervisors may request Staff to prepare certain items in an effort to meet residential needs. The final section is called Audience Comments. The Audience Comment portion of the agenda is where individuals may comment on matters that concern the District. Each individual is limited to three (3) minutes for such comment. The Board of Supervisors or Staff is not obligated to provide a response until sufficient time for research or action is warranted. If the comment is maintenance related item, these items will need to be addressed by the District Administrator outside the context of this meeting. Public workshops sessions may be advertised and held in an effort to provide informational services. These sessions allow staff or consultants to discuss a policy or business matter in a more informal manner and allow for lengthy presentations prior to scheduling the item for approval. Typically no motions or votes are made during these sessions. Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting is asked to advise the District Office at (813) , at least 48 hours before the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service at 1 (800) , who can aid you in contacting the District Office. Any person who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that this same person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made, including the testimony and evidence upon which the appeal is to be based. 2

3 HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT DISTRICT OFFICE 3434 COLWELL AVENUE SUITE 200 TAMPA, FL Board of Supervisors Harbor Bay Community Development District Dear Board Members: REVISED AGENDA April 20, 2016 The special meeting of the Board of Supervisors of the Harbor Bay Community Development District will be held on Thursday, April 21, 2016 at 6:00 p.m. at the MiraBay Clubhouse located at 107 Manns Harbor Drive, Apollo Beach, Florida The following is the agenda for this meeting: 1. CALL TO ORDER/ROLL CALL 2. AUDIENCE COMMENTS ON AGENDA ITEMS 3. BUSINESS ITEMS A. Consideration of Developer Conveyance Items 1. Wolf Creek Park...Tab 1 2. Admiral s Pointe common Areas...Tab 2 3. Water Use Permit Agreement...Tab 3 4. Consideration of Transfer of Stormwater Permit for Admiral s Point...Tab 4 B. Consideration of Proposals from Master Project RFP...Tab 5 C. Consideration of Master Project Construction Options 4. SUPERVISOR REQUESTS 5. AUDIENCE COMMENTS 6. ADJOURNMENT I look forward to seeing you at the meeting. In the meantime, if you have any questions, please do not hesitate to contact me at (813) Sincerely, Matthew Huber Matthew Huber District Manager

4 Tab 1 4

5 Consideration: $10.00 Doc Stamps: 0.70 Prepared by and when recorded return to: Jessica Paz Mahoney, Esq. FELDMAN & MAHONEY, P.A C U.S. Highway 19 North Suite 600 Clearwater, Florida Parcel Tax ID#: (portion) SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED is made this day of April, 2016, by TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company, successor by conversion from TERRABROOK APOLLO BEACH, L.P., a Delaware limited partnership ( Grantor ), whose address is 777 S. Harbour Island Boulevard, Suite 320, Tampa, Florida 33602, in favor of the HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government created pursuant to Florida Statutes, Section ( Grantee ), whose post office address is 3434 Colwell Avenue, Suite 200, Tampa, Florida WITNESSETH, that Grantor, for and in consideration of the sum of Ten and 00/100 Dollars, and other valuable considerations, lawful money of the United States of America, to it in hand paid by Grantee, the receipt whereof is hereby acknowledged, hereby grants, bargains, sells and conveys to Grantee, its successors and assigns forever, all of the following described land in Hillsborough County, Florida ( Property ): See Exhibit A attached hereto TO HAVE AND TO HOLD the Property with the tenements, hereditaments, and appurtenances thereunto appertaining, unto Grantee, its successors and assigns, in fee simple forever. SUBJECT, HOWEVER, to the matters reflected on Exhibit B attached hereto ( Permitted Exceptions ). AND, subject to the Permitted Exceptions, Grantor hereby specially warrants the title to the Property and will defend the same against the lawful claims of all persons claiming by, through or under the Grantor, and no others. THIS IS A CONVEYANCE OF PROPERTY BY GRANTOR TO THE COMMUNITY DEVELOPMENT DISTRICT AND IS EXEMPT FROM FLORIDA DOCUMENTARY STAMP TAX PURSUANT TO RULE 12B-4.014(2)(A), FLORIDA ADMINISTRATIVE CODE. [Signature pages and acknowledgments follow.] 5

6 IN WITNESS WHEREOF, Grantor and Grantee have executed this instrument under seal on the below-referenced dates. Signed, sealed and delivered in the presence of: Witnesses: Print Name: GRANTOR: TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company By: Anne-Marie Lenton, Vice President Print Name: STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this day of, 2016, by Anne-Marie Lenton, as Vice President, of Terrabrook Apollo Beach, LLC, a Delaware limited liability company, on behalf of the company, / / who is personally known to me or / / who has produced a as identification. NOTARY PUBLIC, State of Florida Print Name My Commission Expires: Affix: Notary Seal: 6

7 Witnesses: Print Name: Print Name: GRANTEE: HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government created pursuant to Florida Statutes, Section By: Printed Name: Title: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of, 2016, by, as of the Harbor Bay Community Development District, a local unit of special purpose government organized and existing under Chapter 190, Florida Statutes, on behalf of the District, who / / is personally known to me or / / has produced as identification. NOTARY PUBLIC, State of Florida Print Name My Commission Expires: Affix: Notary Seal: 7

8 Exhibit A The Property DESCRIPTION: ALL of that part of TRACT "D-18" designated as COMMON AREA, according to the plat of MIRABAY PHASE 3C-1, as recorded in Plat Book 102, Pages 164 through 173, inclusive, of the Public Records of Hillsborough County, Florida, lying in Section 32, Township 31 South, Range 19 East, Hillsborough County, Florida. 8

9 Exhibit B Subject to change upon receipt of updated O&E report. 1. All matters contained on the Plat of MIRABAY PHASE 3C-1, as recorded in Plat Book 102, Pages 164 through 173, of the Public Records of Hillsborough County, Florida. 2. Amended and Restated Declaration of Covenants, Restrictions and Easements for MiraBay as recorded in O.R. Book 12837, Page 1725 and as subsequently amended in O.R. Book 13672, Page 1897, O.R. Book 14623, Page 1050, O.R. Book 16426, Page 1259, O.R. Book 16006, Page 1531, O.R. Book 17881, Page 1915, O.R. Book 17881, Page 1919, O.R. Book 22027, Page 1737 and O.R. Book 22027, Page 1742, of the Public Records of Hillsborough County, Florida. 3. Terms, conditions and easements as set forth in Resolution No. R99-079, recorded in O.R. Book 9759, Page 819 and Resolution No. R recorded in O.R. Book 10250, Page 215, of the Public Records of Hillsborough County, Florida. 4. Notice of Establishment of the Harbor Bay Community Development District recorded September 29, 1999 in O.R. Book 9848, Page 1048, of the Public Records of Hillsborough County, Florida. 5. Final Validation Judgment for Harbor Bay Community Development District recorded in O.R. Book 10106, Page 1022, of the Public Records of Hillsborough County, Florida. 6. Declaration of Consent to Jurisdiction of Community Development District and to Imposition of Special Assessments recorded in O.R. Book 11014, Page 997, of the Public Records of Hillsborough County, Florida. 7. Notice of Collection Agreement for Special Assessments by Harbor Bay Community Development District, Terrabrook Apollo Beach, L.P. and Rizzetta & Company recorded in O.R. Book 11349, Page 1084, as affected by Partial Release recorded in O.R. Book 20153, Page 1229, of the Public Records of Hillsborough County, Florida. 8. Disclosure of Public Financing and Maintenance of Improvements to Real Property Undertaken by The Harbor Bay Community Development District recorded in O.R. Book 21255, Page 1358, of the Public Records of Hillsborough County, Florida. 9. Approval and Mitigation Agreement recorded in O.R. Book 10357, Page 1274, of the Public Records of Hillsborough County, Florida. 10. Notice of Amendments to the Development Order for a Development of Regional Impact known as the Apollo Beach Development of Regional Impact and Notice of Adoption of a Development Order for a Development of Regional Impact known as the Harbor Bay Development of Regional Impact recorded in O.R. Book 9560, Page 1083, and Notices of Amendment recorded in O.R. Book 10644, Page 1107, O.R. Book 10644, Page 1116 and 9

10 in O.R.. Book 11254, Page 534 and O.R. Book 18278, Page 708, all of the Public Records of Hillsborough County, Florida. 11. Notice of Assessments recorded in O.R. Book 11762, Page 484 and O.R. Book 17574, Page 1683, of the Public Records of Hillsborough County, Florida. 10

11 BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, THAT TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company, successor by conversion from TERRABROOK APOLLO BEACH, L.P., a Delaware limited partnership, ( Terrabrook ), for and in consideration of the sum of Ten Dollars ($10.00) lawful money of the United States, and other valuable consideration, to it paid by HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government organized and existing under Chapter 190, Florida Statutes (the CDD ), the receipt whereof is hereby acknowledged, does hereby bargain, sell, assign, transfer, and convey unto the CDD, its successors and assigns, and at no cost to the CDD, all of Terrabrook s right, title and interest in and to all fixtures and improvements owned by Terrabrook (herein, the Fixtures and Improvements ) on, under or within the following described land in Hillsborough County, Florida (the Real Property ): See Exhibit A attached hereto. TO HAVE AND TO HOLD the Fixtures and Improvements unto the CDD, its successors and assigns forever. The transfer of the Fixtures and Improvements evidenced by this Bill of Sale is made without any warranty, express or implied, of merchantability or fitness for any particular purpose, or otherwise, except that Terrabrook warrants and represents to the CDD (a) that Terrrabrook has not previously conveyed the Fixtures and Improvements owned by Terrabrook to any other party; and (b) Terrabrook has no knowledge of any defects in the Fixtures and Improvements being conveyed hereby, which the CDD had the right and opportunity to inspect prior to acceptance of this Bill of Sale. To the extent assignable, Terrabrook does hereby assign to the CDD, and the CDD hereby accepts, any warranty rights and claims Terrabrook may have from or against any third-party related to the Fixtures and Improvements. [Signatures and acknowledgments follow.] 11

12 IN WITNESS WHEREOF, Terrabrook and the CDD has hereunto set their hand and seal effective as of the day of, TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company STATE OF FLORIDA COUNTY OF HILLSBOROUGH By: Anne-Marie Lenton, Vice President The foregoing instrument was acknowledged before me this day of, 2016, by Anne-Marie Lenton, as Vice President, of Terrabrook Apollo Beach, LLC, a Delaware limited liability company, on behalf of the company, / / who is personally known to me or / / who has produced a as identification. NOTARY PUBLIC, State of Florida Print Name My Commission Expires: Affix: Notary Seal: ACCEPTED BY: HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government created pursuant to Florida Statutes, Section By: Printed Name: Title: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of, 2016, by, as of the Harbor Bay Community Development District, a local unit of special purpose government organized and existing under Chapter 190, Florida Statutes, on behalf of the District, who / / is personally known to me or / / has produced as identification. NOTARY PUBLIC, State of Florida Print Name My Commission Expires: Affix: Notary Seal: 12

13 Exhibit A [Description of the Real Property] ALL of that part of TRACT "D-18" designated as COMMON AREA, according to the plat of MIRABAY PHASE 3C-1, as recorded in Plat Book 102, Pages 164 through 173, inclusive, of the Public Records of Hillsborough County, Florida, lying in Section 32, Township 31 South, Range 19 East, Hillsborough County, Florida. 13

14 OWNER S AFFIDAVIT STATE OF FLORIDA COUNTY OF HILLSBOROUGH BEFORE ME, the undersigned authority, personally appeared Anne-Marie Lenton ( Affiant ), whose address is 205 Manns Harbor Drive, Apollo Beach, Florida 33572, who after first being duly sworn deposes and states as follows: 1. That Affiant is the Vice President of Terrabrook Apollo Beach, LLC, a Delaware limited liability company ( Owner ). Affiant has personal knowledge of the facts contained herein and has the authority to furnish this Affidavit. 2. That Owner is the owner of the fee simple title in and to certain lands located in Hillsborough County, Florida described as follows ( Property ): See attached Exhibit A 3. That the above described Property is free and clear of all liens, taxes, encumbrances and claims of every kind, nature and description whatsoever, except as expressly set forth on Exhibit B attached hereto. 4. Affiant knows of no facts by reason of which the title to, or possession of, the Property might be disputed or questioned, or by reason of which any claim to any part of the Property might be asserted adversely. 5. That there are no mechanic s or materialman s or laborer s liens against the above described Property, nor any part thereof, and that no contractor, subcontractor, laborer or materialman, engineer, land engineer, or surveyor has any lien against said Property, or any part thereof. 6. That within the past ninety (90) days, the Owner has not made any improvements, alterations or repairs to the above described Property for which costs thereof remain unpaid, or, alternatively, Owner has made adequate provision to pay the costs of any such work and has otherwise complied with all applicable laws in the payment of such work, including but not limited to the provisions of Chapter 713, Florida Statutes. Affiant further states that within the past ninety (90) days there have been no claims for labor or material furnished for repairing or improving the same at the instance of the Owner, which remain unpaid. 7. That no proceedings in bankruptcy or receivership has been instituted by or against the Owner, nor has Owner made an assignment for the benefit of its creditors, within the past five (5) years. 8. Affiant knows of no action or proceeding relating to the Property, which is now 14

15 pending in any state or federal court in the United States affecting the Property, nor does Affiant know of any state or federal judgment or any federal lien of any kind or nature that now constitutes a lien or charge upon the Property. 9. Except as may be set forth on Exhibit B attached hereto, Affiant knows of no unrecorded easements, liens, or assessments for sanitary sewers, streets, roadways, paving, other public utilities or improvements against the Property, nor are there any special assessments or taxes which are not shown as existing liens by the public records. 10. This Affidavit is given for the purposes of inducing the Harbor Bay Community Development District, a local unit of special-purpose government organized and existing pursuant to Chapter 190, Florida Statutes, to acquire the said Property. 11. There are no matters pending against Owner that could give rise to any lien(s) that could attach to the Property between, 2016 at 8:00 AM and the recording of the deed of conveyance. The Affiant shall not execute nor permit the execution or recording of any instruments that would adversely affect title of the Property. 12. Affiant further states that he/she is familiar with the nature of an oath and with the penalties as provided by the laws of the State of Florida for falsely swearing to statements made in an instrument of this nature. Affiant further certifies that he/she has read the full facts set forth in this Affidavit and understands its content and context to be correct in all respects. FURTHER AFFIANT SAYETH NAUGHT. [Signature and jurat follows.] -2-15

16 Printed Name: Anne-Marie Lenton The foregoing instrument was sworn to and subscribed before me this day of, 2016, by Anne-Marie Lenton. She is [ ] is personally known to me or [ ] produced as identification. (SEAL) Signature of Notary Public Name of Notary Public (Typed, Printed or Stamped) -3-16

17 EXHIBIT A Legal Description ALL of that part of TRACT "D-18" designated as COMMON AREA, according to the plat of MIRABAY PHASE 3C-1, as recorded in Plat Book 102, Pages 164 through 173, inclusive, of the Public Records of Hillsborough County, Florida, lying in Section 32, Township 31 South, Range 19 East, Hillsborough County, Florida

18 EXHIBIT B Subject to change upon receipt of updated O&E report. 1. All matters contained on the Plat of MIRABAY PHASE 3C-1, as recorded in Plat Book 102, Pages 164 through 173, of the Public Records of Hillsborough County, Florida. 2. Amended and Restated Declaration of Covenants, Restrictions and Easements for MiraBay as recorded in O.R. Book 12837, Page 1725 and as subsequently amended in O.R. Book 13672, Page 1897, O.R. Book 14623, Page 1050, O.R. Book 16426, Page 1259, O.R. Book 16006, Page 1531, O.R. Book 17881, Page 1915, O.R. Book 17881, Page 1919, O.R. Book 22027, Page 1737 and O.R. Book 22027, Page 1742, of the Public Records of Hillsborough County, Florida. 3. Terms, conditions and easements as set forth in Resolution No. R99-079, recorded in O.R. Book 9759, Page 819 and Resolution No. R recorded in O.R. Book 10250, Page 215, of the Public Records of Hillsborough County, Florida. 4. Notice of Establishment of the Harbor Bay Community Development District recorded September 29, 1999 in O.R. Book 9848, Page 1048, of the Public Records of Hillsborough County, Florida. 5. Final Validation Judgment for Harbor Bay Community Development District recorded in O.R. Book 10106, Page 1022, of the Public Records of Hillsborough County, Florida. 6. Declaration of Consent to Jurisdiction of Community Development District and to Imposition of Special Assessments recorded in O.R. Book 11014, Page 997, of the Public Records of Hillsborough County, Florida. 7. Notice of Collection Agreement for Special Assessments by Harbor Bay Community Development District, Terrabrook Apollo Beach, L.P. and Rizzetta & Company recorded in O.R. Book 11349, Page 1084, as affected by Partial Release recorded in O.R. Book 20153, Page 1229, of the Public Records of Hillsborough County, Florida. 8. Disclosure of Public Financing and Maintenance of Improvements to Real Property Undertaken by The Harbor Bay Community Development District recorded in O.R. Book 21255, Page 1358, of the Public Records of Hillsborough County, Florida. 9. Approval and Mitigation Agreement recorded in O.R. Book 10357, Page 1274, of the Public Records of Hillsborough County, Florida. 10. Notice of Amendments to the Development Order for a Development of Regional Impact known as the Apollo Beach Development of Regional Impact and Notice of Adoption of a Development Order for a Development of Regional Impact known as the Harbor Bay Development of Regional Impact recorded in O.R. Book 9560, Page 1083, and Notices of Amendment recorded in O.R. Book 10644, Page 1107, O.R. Book 10644, Page 1116 and -5-18

19 in O.R.. Book 11254, Page 534 and O.R. Book 18278, Page 708, all of the Public Records of Hillsborough County, Florida. 11. Notice of Assessments recorded in O.R. Book 11762, Page 484 and O.R. Book 17574, Page 1683, of the Public Records of Hillsborough County, Florida -6-19

20 CERTIFICATE OF PROJECT ENGINEER REGARDING ACQUISITION OF WOLF CREEK PARK April, 2016 Board of Supervisors Harbor Bay Community Development District c/o Rizzetta & Company, Inc Colwell Avenue, Suite 200 Tampa, Florida Re: Harbor Bay Community Development District (Hillsborough County, Florida), Acquisition of Wolf Creek Park Dear Board of Supervisors, Clearview Land Design, P.L. (the Project Engineer ), is the Project Engineer for Terrabrook Apollo Beach, LLC (the Developer ) in connection with Developer s development of the MiraBay Community in Hillsborough County, Florida ( MiraBay ). In consideration of the payment of $ and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Project Engineer hereby makes the following certifications to the Harbor Bay Community Development District (the District ), in connection with the District s acquisition by deed from Developer of certain property interests (the Property ) within MiraBay, which are described and identified on Exhibit A attached hereto: 1. Any and all stormwater management systems, including but not limited to lakes, ponds, water control structures, pipes and other water conveyance structures, as well as all catchbasins and related system components, and any and all water lines and pavement (collectively, the Improvements ), which are now a part of the Property, were constructed and are completed in accordance with the plans and specifications therefor prepared by Heidt & Associates, Inc. (Project Engineer s predecessor project engineer) as approved by Hillsborough County and applicable governmental authorities, and are capable of performing the functions for which they were intended; and 2. Any known plans, permits and specifications necessary for the operation and maintenance of the Improvements are complete, and have been transferred to operations and maintenance status. 20

21 This Certification is made upon my personal visual inspection of the Improvements, during which I did not observe any patent defects or patent violations with respect to compliance of the Improvements with any applicable codes or laws, nor am I aware of any such violations or defects. The District may rely on this certification in connection with District s acquisition of the Property. [Signature and jurat follows.] 21

22 Under penalties of perjury, I certify that I have read the foregoing certificate and that the facts stated in it are true and correct to the best of my knowledge and belief. CLEARVIEW LAND DESIGN, P.L. Toxey A. Hall STATE OF FLORIDA COUNTY OF Sworn to and subscribed before me this day of, 2016, by Toxey A. Hall, as President of Clearview Land Design, P.L., [ ] who is personally known to me or [ ] who has produced as identification. Notary Public, State of Florida Print Name: Commission No.: My Commission Expires: 22

23 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY All of that part of Tract D-18 designated as COMMON AREA, according to the plat of Mirabay Phase 3C-1, as recorded in Plat Book 102, Pages 164 through 173, inclusive, of the Public Record of Hillsborough County, Florida, lying in Section 32, Township 31 South, Range 19 East, Hillsborough County, Florida. 23

24 Tab 2 24

25 Consideration: $10.00 Doc Stamps: 0.70 Prepared by and when recorded return to: Jessica Paz Mahoney, Esq. FELDMAN & MAHONEY, P.A C U.S. Highway 19 North Suite 600 Clearwater, Florida Parcel Tax ID#: Grantee s Taxpayer ID#: SPECIAL WARRANTY DEED (MIRABAY PARCEL 22 RIGHT-OF-WAY, DRAINAGE/CONSERVATION LANDS, AND EASEMENTS) THIS SPECIAL WARRANTY DEED is made this day of, 2016, by TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company, successor by conversion from TERRABROOK APOLLO BEACH, L.P., a Delaware limited partnership ( Grantor ), whose address is 777 S. Harbour Island Boulevard, Suite 320, Tampa, Florida 33602, in favor of the HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government created pursuant to Florida Statutes, Section ( Grantee ), whose post office address is 3434 Colwell Avenue, Suite 200, Tampa, Florida WITNESSETH, that Grantor, for and in consideration of the sum of Ten and 00/100 Dollars, and other valuable considerations, lawful money of the United States of America, to it in hand paid by Grantee, the receipt whereof is hereby acknowledged, hereby grants, bargains, sells and conveys to Grantee, its successors and assigns forever, all of the following described land in Hillsborough County, Florida ( Fee Property ): See Exhibit A attached hereto TO HAVE AND TO HOLD the Fee Property with the tenements, hereditaments, and appurtenances thereunto appertaining, unto Grantee, its successors and assigns, in fee simple forever, TOGETHER WITH the following perpetual, non-exclusive easements ( Easements ): See Exhibit B attached hereto WHICH Easements are granted to the Grantee for the purposes of constructing, operating, maintaining, repairing and replacing the drainage facilities, walls/fences, landscaping, and irrigation systems located within the Easements, provided however that Grantor expressly reserves for itself, its successors and its assigns, the right to use the Easements or to grant other easements or licenses at the same location so long as such uses do not interfere with the rights herein granted; and 25

26 ALL OF THE FOREGOING SUBJECT, HOWEVER, to the matters reflected on Exhibit C attached hereto ( Permitted Exceptions ), BUT without agreeing that the Grantee and Grantee s ownership of the Fee Property and Easements are subject to all such Permitted Exceptions, and provided that this reference to the Permitted Exceptions shall not act to reimpose the same; AND, subject to the Permitted Exceptions, Grantor hereby specially warrants the title to the Property and Easements and will defend the same against the lawful claims of all persons claiming by, through or under the Grantor, and no others. Grantor warrants that it has complied with the provisions of Section , Florida Statutes. THIS IS A CONVEYANCE OF PROPERTY BY GRANTOR TO THE COMMUNITY DEVELOPMENT DISTRICT AND IS EXEMPT FROM FLORIDA DOCUMENTARY STAMP TAX PURSUANT TO RULE 12B-4.014(2)(A), FLORIDA ADMINISTRATIVE CODE. 26

27 IN WITNESS WHEREOF, Grantor and Grantee have executed this instrument under seal on the below-referenced dates. TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company Printed Name: Witness By: Anne-Marie Lenton, Vice President Printed Name: Witness STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of, 2016, by Anne-Marie Lenton, as Vice President of Terrabrook Apollo Beach, LLC, a Delaware limited liability company, on behalf of the company. She [ ] is personally known to me or [ ] produced as identification. (SEAL) Signature of Notary Public Name of Notary Public (Typed, Printed or Stamped) 27

28 Witnesses: Print Name: Print Name: ACCEPTED BY GRANTEE: HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government created pursuant to Florida Statutes, Section By: Printed Name: Title: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of, 2016, by, as of the Harbor Bay Community Development District, a local unit of special purpose government organized and existing under Chapter 190, Florida Statutes, on behalf of the District, who / / is personally known to me or / / has produced as identification. NOTARY PUBLIC, State of Florida Print Name My Commission Expires: Affix: Notary Seal: 28

29 Exhibit A Legal Description and Sketches for Fee Property Parcel 1 Tracts "A-31", the portions of Tract "B-35" described as (CDD) Wetland Conservation Area, and the portions of Tract "B-36" described as (CDD) Drainage Area and (CDD) Wetland Conservation Area,, according to the plat of MIRABAY PARCEL 22, as recorded in Plat Book 121, Pages 125 through 132, inclusive, of the Public Records of Hillsborough County, Florida. LESS AND EXCEPT (MIRABAY PARCEL 22 WELL AND ACCESS EASEMENT SITE) DESCRIPTION: That part of TRACT "B-36", according to the plat of MIRABAY PARCEL 22, as recorded in Plat Book 121, Pages 125 through 132, inclusive, of the Public Records of Hillsborough County, Florida, lying in Section 32, Township 31 South, Range 19 East, Hillsborough County, Florida, being more particularly described as follows: COMMENCE at the Northerlymost corner of TRACT "Z-4", according to said plat of MIRABAY PARCEL 22 for a POINT OF BEGINNING, run thence along the Northwesterly boundary of the aforesaid TRACT "B-36", also being the Southeasterly boundary of TRACT "A- 31" (Coastal Scene Drive), according to the aforesaid plat of MIRABAY PARCEL 22, Northerly, 6.21 feet along the arc of a curve to the left having a radius of feet and a central angle of 02 50'48" (chord bearing N.17 17'21"E., 6.21 feet); thence along the Northerly boundary of the aforesaid TRACT "B-36", S.89 25'58"E., feet; thence along a line lying feet Northeasterly of and parallel with the Northeasterly boundary of the aforesaid TRACT "Z-4", S.37 13'54"E., feet; thence S.52 46'06"W., feet to a point on said Northeasterly boundary of TRACT "Z-4"; thence along said Northeasterly boundary of TRACT "Z-4", N.37 13'54"W., feet to the POINT OF BEGINNING. AND Parcel 2 (MIRABAY PARCEL 22 "WEST") DESCRIPTION: A parcel of land lying in Section 32, Township 31 South, Range 19 East, Hillsborough County, Florida, and being more particularly described as follows: COMMENCE at the Northwest corner of the Southwest 1/4 of said Section 32, also being a point on the South boundary of the right-of-way for VILLEMAIRE ROAD, as recorded in Deed Book 1106, Page 310, of the Public Records of Hillsborough County, Florida, run thence along said South boundary of the right-of-way for VILLEMAIRE ROAD, also being the North boundary of said Southwest 1/4 of Section 32, the following two (2) courses: 1) S.89 25'58"E., feet to the Northeast corner of BRAEMAR, according to the plat thereof, as recorded in Plat Book 99, Pages 71 through 79, inclusive, of the Public Records of Hillsborough County, Florida, said point also being the POINT OF BEGINNING; 2) continue, S.89 25'58"E., feet to the Northwest corner of MIRABAY PARCEL 22, according to the plat thereof, as recorded in Plat Book 121, Pages 125 through 132, inclusive, of the Public Records of 29

30 Hillsborough County, Florida; thence along the West boundary of said MIRABAY PARCEL 22, SOUTH, feet to the Southwest corner of said MIRABAY PARCEL 22; thence S.89 30'36"W., feet; thence N.48 54'00"W., feet; thence N.01 05'51"E., feet; thence S.89 41'23"W., 3.36 feet to a point on the East boundary of the aforesaid BRAEMAR; thence along said East boundary of BRAEMAR, N.00 55'56"E., feet to the POINT OF BEGINNING. [Sketches follow for illustrative purposes.] 30

31 Parcel 1 Sketch: [AMerritt, Inc. Updating] 31

32 Parcel 2 Sketch: 32

33 Exhibit B Legal Description of Easements The (CDD) Drainage Easements per plat of MIRABAY PARCEL 22, as recorded in Plat Book 121, Pages , inclusive, of the Public Records of Hillsborough County, Florida. 33

34 Exhibit C - Permitted Exceptions 1. All matters contained on the Plat of MIRABAY PARCEL 22, as recorded in Plat Book 121, Pages , of the Public Records of Hillsborough County, Florida, including any and all easements dedicated to public use on said plat. 5. Amended and Restated Declaration of Covenants, Restrictions and Easements for Mirabay as recorded in O.R. Book 12837, Page 1725 and as subsequently amended in O.R. Book 13672, Page 1897, O.R. Book 14623, Page 1050, O.R. Book 16426, Page 1259, O.R. Book 16006, Page 1531, O.R. Book 17881, Page 1915, O.R. Book 17881, Page 1919, O.R. Book 22027, Page 1737 and O.R. Book 22027, Page 1742, of the Public Records of Hillsborough County, Florida. 6. Terms, conditions and easements as set forth in Resolution No. R99-079, recorded in O.R. Book 9759, Page 819 and Resolution No. R recorded in O.R. Book 10250, Page 215, of the Public Records of Hillsborough County, Florida. 7. Notice of Establishment of the Harbor Bay Community Development District recorded September 29, 1999 in O.R. Book 9848, Page 1048, of the Public Records of Hillsborough County, Florida. 8. Final Validation Judgment for Harbor Bay Community Development District recorded in O.R. Book 10106, Page 1022, of the Public Records of Hillsborough County, Florida. 9. Declaration of Consent to Jurisdiction of Community Development District and to Imposition of Special Assessments recorded in O.R. Book 11014, Page 997, of the Public Records of Hillsborough County, Florida. 10. Notice of Collection Agreement for Special Assessments by Harbor Bay Community Development District, Terrabrook Apollo Beach, L.P. and Rizzetta & Company recorded in O.R. Book 11349, Page 1084, as affected by Partial Release recorded in O.R. Book 20163, Page 1229, of the Public Records of Hillsborough County, Florida. 11. Disclosure of Public Financing and Maintenance of Improvements to Real Property Undertaken by The Harbor Bay Community Development District recorded in O.R. Book 21255, Page 1358, of the Public Records of Hillsborough County, Florida. 12. Approval and Mitigation Agreement as recorded in O.R. Book 10357, Page 1274 and O.R. Book 11200, Page 919 of the Public Records of Hillsborough County, Florida. 13. Amended Conservation Easement as recorded in O.R. Book 22178, Page 474, of the Public Records of Hillsborough County, Florida. 14. Notice of Amendments to the Development Order for a Development of Regional Impact known as the Apollo Beach Development of Regional Impact and Notice of Adoption of a Development Order for a Development of Regional Impact known as the Harbor Bay Development of Regional Impact recorded in O.R. Book 9560, Page 1083, and Notices of Amendment recorded in O.R. Book 10644, Page 1107, O.R. Book 10644, Page 1116 and in O.R.. Book 11254, Page 534 and O.R. Book 18278, Page 708, all of the Public Records of Hillsborough County, Florida. 34

35 BILL OF SALE AND ASSIGNMENT (MIRABAY PARCEL 22) THIS BILL OF SALE AND ASSIGNMENT ( Bill of Sale ) is made as of this day of, 2015, by TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company, hereinafter called the Grantor, and HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a special purpose unit of local government established under Chapter 190 of the Florida Statutes, hereinafter called the Grantee. (Wherever used herein the terms Grantor and Grantee include all of the parties to this instrument and the successors and assigns of corporations or governmental entities.) BACKGROUND STATEMENT This instrument is intended to convey certain property rights related to certain improvements located on or within the property ( Fee Property ) identified in Exhibit A and easements ( Easements ) identified in Exhibit B, and assign certain rights in plans, reports and other development-related documents related thereto, as set forth in this Bill of Sale. NOW THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee, intending to be legally bound, do hereby agree as follows: 1. Grantor hereby transfers, grants, conveys, and assigns to Grantee all right, title and interest of Grantor, if any, in and to the following improvements as described below (hereinafter collectively the Improvements ) to have and to hold for Grantee s own use and benefit forever, subject to the terms of this Bill of Sale: a. All stormwater management systems, including but not limited to lakes, ponds, water control structures, pipes and other water conveyance structures, as well as all catch-basins and related stormwater facilities (including without limitation curbs, gutters and inlets) providing drainage for streets and rights-of-way, and related system components, now a part of the Fee Property and Easements; and b. All roadways, earthwork, signage, entry monuments and features, parking areas and related improvements, now a part of the Fee Property; and 35

36 2. Grantor hereby transfers, and assigns to Grantee all right, title, interest and benefit of Grantor, if any, in, to and under, the following plans, reports and other development-related documents only to the extent relating to the Improvements (hereinafter collectively the Assigned Rights ) to have and to hold for Grantee s and benefit forever, subject to the terms of this Bill of Sale: a. any and all plans, designs, construction and development drawings, engineering and soil reports and studies, surveys, testing, permits, approvals, and work product; and b. any and all guaranties, affidavits, warranties, bonds, claims, lien waivers, indemnification, and agreements given heretofore and with respect to the construction, installation, or composition of the Improvements and work product described in the items above; and c. any and all permits and approvals related to the operation of the Improvements. 3. Grantor hereby covenants that, subject to Section 5 below: (i) Grantor is the lawful owner of the Improvements; (ii) the Improvements are free from any liens or encumbrances and the Grantor covenants to timely address any such liens or encumbrances if and when filed (except to the extent arising from the acts of Grantee, its employees, agents or contractors); (iii) Grantor has good right to sell the Improvements; and (iv) the Grantor will warrant and defend the sale of the Improvements hereby made unto the Grantee against the lawful claims and demands of all persons claiming by or through Grantor. 4. Grantor does further represent that it has no knowledge of any latent or patent defects in the Improvements, and hereby assigns, transfers and conveys to Grantee any and all rights against any and all firms or entities, which may have caused such latent or patent defects, including, but not limited to, any and all warranties, bonds, claims and other forms of indemnification. 5. The Improvements expressly exclude, and Grantor does not hereby convey, any property or improvements owned by third parties (herein, Third-Party Property ), which are located in or may encroach into the Fee Property or the Easements, and Grantor does not make any covenant, representation or warranty, whatsoever regarding such Third-Party Property, notwithstanding anything to the contrary in this Bill of Sale. 6. Grantor expressly reserves all right, title, interest and benefit in, to and under any of the plans, documents, and other the development-related documents described in Subsection 2.a., b. and c., above to the extent not related to the Improvements. Grantor does not make any representation or warranty regarding the Assigned Rights whatsoever, including the accuracy or completeness of same, except that Grantor represents that it has no knowledge of any violation under any permit or approval related to the operation of the Improvements, assigned pursuant to Subsection 2.c. above. 36

37 7. By execution and delivery of this Bill of Sale, the Grantor affirmatively represents that it has the right and lawful authority to so execute and deliver this Bill of Sale to the Grantee. By execution and delivery of this Bill of Sale, the Grantee accepts the Improvements and the Assigned Rights. 8. Grantor covenants and agrees to execute and deliver to the Grantee such further instruments and documents, as requested by Grantee, which are reasonably necessary to fully assign, transfer, and convey Grantor s title to all of the Improvements, and Grantor s right, title and interest in, to and under the Assigned Rights, to the Grantee. [Signature pages follow.] 37

38 IN WITNESS WHEREOF, the Grantor has caused its duly authorized representative to execute and deliver this Bill of Sale this day of, TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company Printed Name: Witness By: Anne-Marie Lenton, Vice President Printed Name: Witness STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of, 2016, by Anne-Marie Lenton, as Vice President of Terrabrook Apollo Beach, LLC, a Delaware limited liability company, on behalf of the company. She [ ] is personally known to me or [ ] produced as identification. (SEAL) Signature of Notary Public Name of Notary Public (Typed, Printed or Stamped) 38

39 Witnesses: Print Name: Print Name: ACCEPTED BY GRANTEE: HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government created pursuant to Florida Statutes, Section By: Printed Name: Title: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of, 2016, by, as of the Harbor Bay Community Development District, a local unit of special purpose government organized and existing under Chapter 190, Florida Statutes, on behalf of the District, who / / is personally known to me or / / has produced as identification. NOTARY PUBLIC, State of Florida Print Name My Commission Expires: Affix: Notary Seal: 39

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41 Exhibit A Legal Description and Sketches for Fee Property Parcel 1 Tracts A-31, B-35, B-36 and P-2 per plat of MIRABAY PARCEL 22, as recorded in Plat Book 121, Pages , inclusive, of the Public Records of Hillsborough County, Florida. AND Parcel 2 (MIRABAY PARCEL 22 "WEST") DESCRIPTION: A parcel of land lying in Section 32, Township 31 South, Range 19 East, Hillsborough County, Florida, and being more particularly described as follows: COMMENCE at the Northwest corner of the Southwest 1/4 of said Section 32, also being a point on the South boundary of the right-of-way for VILLEMAIRE ROAD, as recorded in Deed Book 1106, Page 310, of the Public Records of Hillsborough County, Florida, run thence along said South boundary of the right-of-way for VILLEMAIRE ROAD, also being the North boundary of said Southwest 1/4 of Section 32, the following two (2) courses: 1) S.89 25'58"E., feet to the Northeast corner of BRAEMAR, according to the plat thereof, as recorded in Plat Book 99, Pages 71 through 79, inclusive, of the Public Records of Hillsborough County, Florida, said point also being the POINT OF BEGINNING; 2) continue, S.89 25'58"E., feet to the Northwest corner of MIRABAY PARCEL 22, according to the plat thereof, as recorded in Plat Book 121, Pages 125 through 132, inclusive, of the Public Records of Hillsborough County, Florida; thence along the West boundary of said MIRABAY PARCEL 22, SOUTH, feet to the Southwest corner of said MIRABAY PARCEL 22; thence S.89 30'36"W., feet; thence N.48 54'00"W., feet; thence N.01 05'51"E., feet; thence S.89 41'23"W., 3.36 feet to a point on the East boundary of the aforesaid BRAEMAR; thence along said East boundary of BRAEMAR, N.00 55'56"E., feet to the POINT OF BEGINNING. [Sketches follow for illustrative purposes.] 41

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43 Exhibit B Legal Description of Easements The (CDD) Drainage Easements and (CDD) Wall/Fence Maintenance Easements, per plat of MIRABAY PARCEL 22, as recorded in Plat Book 121, Pages , inclusive, of the Public Records of Hillsborough County, Florida. 43

44 , 2016 CERTIFICATE OF PROJECT ENGINEER REGARDING ACQUISITION OF PARCEL 22 IMPROVEMENTS Board of Supervisors Harbor Bay Community Development District c/o Rizzetta & Company, Inc Colwell Avenue, Suite 200 Tampa, Florida Re: Harbor Bay Community Development District (Hillsborough County, Florida), Acquisition of Stormwater and Roadway Improvements within MiraBay Parcel 22, according to the plat thereof recorded in Plat Book 121, Pages , of the Public Records of Hillsborough County, Florida ( MiraBay Parcel 22 ) Dear Board of Supervisors, Clearview Land Design, P.L. (the Project Engineer ), is the Project Engineer for Terrabrook Apollo Beach, LLC (the Developer ) in connection with Developer s development of the MiraBay Community in Hillsborough County, Florida ( MiraBay ). In consideration of the payment of $ and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Project Engineer hereby makes the following certifications to the Harbor Bay Community Development District (the District ), in connection with the District s acquisition from the Developer of the stormwater management systems and roadways related to MiraBay Parcel 22 (the Improvements ), as identified in that Special Warranty Deed and Bill of Sale and Assignment, each related to MiraBay Parcel 22 and executed on or about the same date as this Certificate: 1. The Improvements, were constructed and are completed in accordance with the plans and specifications therefor prepared by Heidt & Associates, Inc. (Project Engineer s predecessor project engineer) as approved by Hillsborough County and applicable governmental authorities, and are capable of performing the functions for which they were intended. 2. Any known plans, permits and specifications necessary for the operation and maintenance of the Improvements are complete, and have been transferred, or are reasonably capable of being transferred, to operations and maintenance status. 3. This certification is made upon my personal visual inspection of the Improvements, during which I did not observe any patent defects or patent violations with respect to compliance of the Improvements with any applicable codes or laws, nor am I aware of any such violations or defects. 4. The District may rely on this certification in connection with District s acquisition of the Improvements. 44

45 [Signature and jurat follows.] Under penalties of perjury, I certify that I have read the foregoing certificate and that the facts stated in it are true and correct to the best of my knowledge and belief. CLEARVIEW LAND DESIGN, P.L. Toxey A. Hall STATE OF FLORIDA COUNTY OF Sworn to and subscribed before me this day of, 2016, by Toxey A. Hall, as President of Clearview Land Design, P.L., [ ] who is personally known to me or [ ] who has produced as identification. Notary Public, State of Florida Print Name: Commission No.: My Commission Expires: 45

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50 MUTUAL COOPERATION AGREEMENT (WATER USE PERMIT) This Mutual Cooperation ( Agreement ) is made and entered into as of, 2016, by and between TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company, successor by conversion to Terrabrook Apollo Beach, L.P., a Delaware limited partnership ( Terrabrook ), whose address is 777 South Harbor Island Boulevard, Suite 320, Tampa, Florida 33602, and HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government created pursuant to Florida Statutes, Section ( District ), whose address is 3434 Colwell Avenue, Suite 200, Tampa, Florida WITNESSETH: WHEREAS, Terrabrook is the primary owner of the lands located in Hillsborough County, Florida, commonly referred to as the MiraBay Project (sometimes referred to herein as the Property ); and WHEREAS, the District was established pursuant to Hillsborough County, Florida ordinance and is validly existing pursuant to Chapter 190, Florida Statutes, which District boundaries are coextensive with the MiraBay Project, and the District owns certain portions of the Property; and WHEREAS, Terrabrook is the permittee under that certain Southwest Florida Water Management District ( SWFWMD ) Water Use Permit No (with all revisions and modifications thereto, the WUP ), which permits the installation and operation of wells (each a Well ) within the Property for the purpose of supplying irrigation water to portions of the Property; and WHEREAS, Terrabrook filed a renewal and modification of the WUP on June 4, 2015, which, among other things, removes certain wells and parcels from the underlying permit, and this renewal / modification is pending before the SWFWMD; and WHEREAS, Terrabrook desires to transfer to the District the WUP in order to permit the District to control the operation of the Wells within the District for purposes of irrigating landscaped and other areas within the Property, all pursuant to and subject to the terms, conditions and restrictions of the WUP; and WHEREAS, the District, as part of its assumption of the WUP, desires to obtain records, documents, and other information held by Terrabrook or agents thereof regarding the installation, maintenance, and operation of the wells under the WUP; and WHEREAS, Terrabrook and the District agree that in order to transfer the WUP, Terrabrook will also need to transfer to the District ownership or legal control from Terrabrook to the District of all Terrabrook property on which pumps, wells, diversions or other facilities under the pending WUP application are located. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties represent, covenant and agree as follows: 1 50

51 1. RENEWAL AND MODIFICATION; TRANSFER OF WUP; TIMING. Terrabrook agrees to take reasonable efforts to effect a modification of the WUP as applied for on June 4, 2015 which shall include the removal of the Bay Breeze Well from the WUP, and a renewal of the WUP (together, Modification ). Additionally, Terrabrook and the District agree to exercise good faith and fair dealing in order to transfer ( Transfer ) the WUP to the District, with the goal of effecting the Transfer simultaneously with or shortly after the Modification is approved by SWFWMD. Terrabrook and the District agree that time is of the essence in transferring the WUP and will use all diligent efforts and take all reasonably necessary steps to effectuate the Transfer. 2. CO-PERMITTEE STATUS. As set forth in correspondence from SWFWMD dated September 8, 2015, SWFWMD requires that the District join as a co-permittee in order to effect the Modification. Accordingly, and to the extent required by the SWFWMD in order to effect the Modification, the District agrees to join as a co-permittee under the WUP, provided that prior to the time of the Transfer of the WUP to the District: a. Terrabrook hereby grants to the District the non-exclusive right to utilize the WUP and to install and operate Wells pursuant, and subject, thereto within portions of the Property owned by the District for the purpose of providing irrigation water to landscaped and other areas owned by the District. The District accepts such grant, and agrees to abide by and adhere to all conditions and restrictions as to the WUP in connection with the Wells permitted, installed or operated by the District, pursuant to the WUP, within the portion of the Property owned by the District. Similarly, Terrabrook agrees to abide by and adhere to all conditions and restrictions as to the WUP in connection with the Wells permitted, installed or operated by Terrabrook, pursuant to the WUP, within the portion of the Property owned by Terrabrook. b. The parties shall be responsible for all costs and expenses associated with the installation and operation of the Well(s), together with all distribution, pumping, electrical and other facilities and appurtenances associated therewith (collectively, the Water Distribution System ), located on the portions of the Property owned by them, respectively. The parties shall be responsible for maintaining and repairing the Well(s) and Water Distribution System in safe, clean and operational condition, and in accordance with all SWFWMD and other governmental regulations located on the portions of the Property owned by them, respectively. Terrabrook shall be responsible for all permitting costs and expenses through the time of Transfer. c. Each party hereby grants to the other party such licenses over, across and through the respective parcels as shall be reasonably necessary for the construction, operation and maintenance of their respective Wells and Water Distribution Systems, including all electrical facilities associated therewith. d. The parties hereby covenant and agree with each other that neither party will allow or permit other persons or entities (other than the parties agents or contractors) to take, draw, use or receive water from any Well within the Property owned by them, respectively, nor permit other persons or entities to connect to the pipes or mains serving such party s respective parcel. e. The parties shall permit periodic well water sampling and testing by a responsible authority and in compliance with the WUP. 2 51

52 f. The provisions of this Section 2 shall continue in effect until the time of the Transfer. 3. PROPERTY TRANSFER. Terrabrook and the District agree to exercise good faith and fair dealing in negotiating an agreement to transfer ownership or legal control from Terrabrook to the District of all Terrabrook property on which pumps, wells, diversions or other facilities under the pending WUP application are located specifically, the area known as Wolf Creek Park. 4. INFORMATION SHARING. Each of Terrabrook and the District agrees to timely provide any requested records, documents, and other information held by the other party or agents thereof regarding the installation, maintenance, and operation of wells under the WUP, including but not limited to information regarding Well flow, irrigated acreage, water conservation practices or programs, irrigation schedules, variances from SWFWMD rules, and notices of violation of the WUP (if any). Each of the District and Terrabrook agrees to make engineers, consultants, and other agents of such party reasonably available to assist the other party in evaluating the aforementioned information. 5. REPRESENTATIONS; RESPONSIBILITY. Terrabrook shall at the time of Transfer of the WUP represent that it has not received a notice of non-compliance with the WUP as of the date of Transfer, or otherwise disclose any such written notice to the District after receipt thereof. 6. AMENDMENTS. The parties may amend this Agreement only in writing, executed by both parties hereto. This Agreement shall be for the benefit of the parties hereto, and no third party shall be deemed a beneficiary hereof or have any rights of enforcement with respect hereto. No dedication to the public is intended hereby, nor shall be deemed made hereby. Neither party shall record this Agreement or a copy or notice hereof in the public records. 7. AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the parties relating to the subject matter of this Agreement. 8. ASSIGNMENT. Neither party may assign this Agreement or any rights hereunder without the prior written approval of the other party. 9. CONTROLLING LAW. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. 10. PUBLIC RECORDS. The parties understand and agree that all documents of any kind provided to the District or to District Staff in connection with this Agreement are public records and must be treated as such in accordance with Florida law. 11. EXECUTION. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all such counterparts shall constitute one and the same instrument. Facsimile and electronic (i.e., pdf) signatures shall be effective for binding parties to the terms and conditions of this Agreement. 12. EFFECTIVE DATE. The Agreement shall be effective after execution by all parties hereto. 3 52

53 IN WITNESS WHEREOF, the parties have hereunto set their hands and seal the day and year first above written. TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company By: Printed Name: Title: HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government created pursuant to Florida Statutes, Section By: Printed Name: Title: 4 53

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55 MUTUAL COOPERATION AGREEMENT (WATER USE PERMIT) This Mutual Cooperation ( Agreement ) is made and entered into as of, 2016, by and between TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company, successor by conversion to Terrabrook Apollo Beach, L.P., a Delaware limited partnership ( Terrabrook ), whose address is 777 South Harbor Island Boulevard, Suite 320, Tampa, Florida 33602, and HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government created pursuant to Florida Statutes, Section ( District ), whose address is 3434 Colwell Avenue, Suite 200, Tampa, Florida WITNESSETH: WHEREAS, Terrabrook is the primary owner of the lands located in Hillsborough County, Florida, commonly referred to as the MiraBay Project (sometimes referred to herein as the Property ); and WHEREAS, the District was established pursuant to Hillsborough County, Florida ordinance and is validly existing pursuant to Chapter 190, Florida Statutes, which District boundaries are coextensive with the MiraBay Project, and the District owns certain portions of the Property; and WHEREAS, Terrabrook is the permittee under that certain Southwest Florida Water Management District ( SWFWMD ) Water Use Permit No (with all revisions and modifications thereto, the WUP ), which permits the installation and operation of wells (each a Well ) within the Property for the purpose of supplying irrigation water to portions of the Property; and WHEREAS, Terrabrook filed a renewal and modification of the WUP on June 4, 2015, which, among other things, removes certain wells and parcels from the underlying permit, and this renewal / modification is pending before the SWFWMD; and WHEREAS, Terrabrook desires to transfer to the District the WUP in order to permit the District to control the operation of the Wells within the District for purposes of irrigating landscaped and other areas within the Property, all pursuant to and subject to the terms, conditions and restrictions of the WUP; and WHEREAS, the District, as part of its assumption of the WUP, desires to obtain records, documents, and other information held by Terrabrook or agents thereof regarding the installation, maintenance, and operation of the wells under the WUP; and WHEREAS, Terrabrook and the District agree that in order to transfer the WUP, Terrabrook will also need to transfer to the District ownership or legal control from Terrabrook to the District of all Terrabrook property on which pumps, wells, diversions or other facilities under the pending WUP application are located. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties represent, covenant and agree as follows: 1

56 1. RENEWAL AND MODIFICATION; TRANSFER OF WUP; TIMING. Terrabrook agrees to take reasonable efforts to effect a modification of the WUP as applied for on June 4, 2015 which shall include the removal of the Bay Breeze Well from the WUP, and a renewal of the WUP (together, Modification ). Terrabrook will further disconnect the HB-1 well from Bay Breeze. Additionally, Terrabrook and the District agree to exercise good faith and fair dealing in order to transfer ( Transfer ) the WUP to the District, with the goal of effecting the Transfer simultaneously with or shortly after the Modification is approved by SWFWMD. Terrabrook and the District agree that time is of the essence in transferring the WUP and will use all diligent efforts and take all reasonably necessary steps to effectuate the Transfer. 2. CO-PERMITTEE STATUS. As set forth in correspondence from SWFWMD dated September 8, 2015, SWFWMD requires that the District join as a co-permittee in order to effect the Modification. Accordingly, and to the extent required by the SWFWMD in order to effect the Modification, the District agrees to join as a co-permittee under the WUP, provided that prior to the time of the Transfer of the WUP to the District: a. Terrabrook hereby grants to the District the non-exclusive right to utilize the WUP and to install and operate Wells pursuant, and subject, thereto within portions of the Property owned by the District for the purpose of providing irrigation water to landscaped and other areas owned by the District. The District accepts such grant, and agrees to abide by and adhere to all conditions and restrictions as to the WUP in connection with the Wells permitted, installed or operated by the District, pursuant to the WUP, within the portion of the Property owned by the District. Similarly, Terrabrook agrees to abide by and adhere to all conditions and restrictions as to the WUP in connection with the Wells permitted, installed or operated by Terrabrook, pursuant to the WUP, within the portion of the Property owned by Terrabrook. b. The parties shall be responsible for all costs and expenses associated with the installation and operation of the Well(s), together with all distribution, pumping, electrical and other facilities and appurtenances associated therewith (collectively, the Water Distribution System ), located on the portions of the Property owned by them, respectively. The parties shall be responsible for maintaining and repairing the Well(s) and Water Distribution System in safe, clean and operational condition, and in accordance with all SWFWMD and other governmental regulations located on the portions of the Property owned by them, respectively. Terrabrook shall be responsible for all permitting costs and expenses through the time of Transfer. c. Each party hereby grants to the other party such licenses over, across and through the respective parcels as shall be reasonably necessary for the construction, operation and maintenance of their respective Wells and Water Distribution Systems, including all electrical facilities associated therewith. d. The parties hereby covenant and agree with each other that neither party will allow or permit other persons or entities (other than the parties agents or contractors) to take, draw, use or receive water from any Well within the Property owned by them, respectively, nor permit other persons or entities to connect to the pipes or mains serving such party s respective parcel. 2

57 e. The parties shall permit periodic well water sampling and testing by a responsible authority and in compliance with the WUP. f. The provisions of this Section 2 shall continue in effect until the time of the Transfer. 3. PROPERTY TRANSFER. Terrabrook and the District agree to exercise good faith and fair dealing in negotiating an agreement to transfer ownership or legal control from Terrabrook to the District of all Terrabrook property on which pumps, wells, diversions or other facilities under the pending WUP application are located specifically, the area known as Wolf Creek Park. 4. INFORMATION SHARING. Each of Terrabrook and the District agrees to timely provide any requested records, documents, and other information held by the other party or agents thereof regarding the installation, maintenance, and operation of wells under the WUP, including but not limited to information regarding Well flow, irrigated acreage, water conservation practices or programs, irrigation schedules, variances from SWFWMD rules, and notices of violation of the WUP (if any). Each of the District and Terrabrook agrees to make engineers, consultants, and other agents of such party reasonably available to assist the other party in evaluating the aforementioned information. 5. REPRESENTATIONS; RESPONSIBILITY. Terrabrook shall at the time of Transfer of the WUP represent that it has not received a notice of non-compliance with the WUP as of the date of Transfer, or otherwise disclose any such written notice to the District after receipt thereof. 6. AMENDMENTS. The parties may amend this Agreement only in writing, executed by both parties hereto. This Agreement shall be for the benefit of the parties hereto, and no third party shall be deemed a beneficiary hereof or have any rights of enforcement with respect hereto. No dedication to the public is intended hereby, nor shall be deemed made hereby. Neither party shall record this Agreement or a copy or notice hereof in the public records. 7. AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the parties relating to the subject matter of this Agreement. 8. ASSIGNMENT. Neither party may assign this Agreement or any rights hereunder without the prior written approval of the other party. 9. CONTROLLING LAW. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. 10. PUBLIC RECORDS. The parties understand and agree that all documents of any kind provided to the District or to District Staff in connection with this Agreement are public records and must be treated as such in accordance with Florida law. 11. EXECUTION. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all such counterparts shall constitute one and the same instrument. Facsimile and electronic (i.e., pdf) signatures shall be effective for binding parties to the terms and conditions of this Agreement. 12. EFFECTIVE DATE. The Agreement shall be effective after execution by all parties hereto. 3

58 IN WITNESS WHEREOF, the parties have hereunto set their hands and seal the day and year first above written. TERRABROOK APOLLO BEACH, LLC, a Delaware limited liability company By: Printed Name: Title: HARBOR BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government created pursuant to Florida Statutes, Section By: Printed Name: Title: 4

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