SOUTH BAY COMMUNITY DEVELOPMENT DISTRICT HILLSBOROUGH COUNTY SPECIAL BOARD MEETING MAY 13, 2016 2:00 P.M. Special District Services, Inc. The Oaks Center 2501A Burns Road Palm Beach Gardens, FL 33410 www.sbaycdd.org 561.630.4922 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile
AGENDA SOUTH BAY COMMUNITY DEVELOPMENT DISTRICT 536 Bahia Beach Boulevard, Building B First Floor Ruskin, FL 33570. SPECIAL BOARD MEETING May 13, 2016 2:00 P.M. A. Call to Order B. Proof of Publication Page 1 C. Establish Quorum D. New Business 1. Consider Approval of Road Relocation Agreement...Page 2 2. Consider Approval of Agreement for Partial Termination of Non-Exclusive Easement for Public Safety and Pedestrian Walkway Page 19 3. Consider Approval of Amended and Restated Reciprocal Easement Agreement.Page 29 4. Consider Approval of Partial Release from Restated Reciprocal Easement Agreement...Page 73 E. Board Members Comments F. Adjourn
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ROAD RELOCATION AGREEMENT This Road Relocation Agreement (this "Agreement") is made as of the day of May, 2016 (the Effective Date ) by: South Bay Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in unincorporated Hillsborough County, Florida, and whose mailing address is 2501A Burns Road, Palm Beach Gardens, Florida 33410 (the District ); and, LEN Little Harbor, LLC, a Delaware limited liability company ( Len ), whose address is 4600 West Cypress Street, Suite 200, Tampa, Florida 33607. Recitals A. The District is the owner of a road legally described on Exhibit A attached (the Existing Road ). B. Len is the owner of land surrounding the Existing Road, legally described on Exhibit B attached (the Len Parcel ). C. Len desires to develop the Len Parcel into part of a residential subdivision located on the property legally described on Exhibit C attached (the Project ), and in connection with such development, desires to relocate the Existing Road as set forth in more detail below. D. The District desires to cooperate with Len to relocate the Existing Road and take such further actions as may be necessary for Len to develop the Len Parcel as part of the Project and as intended by Len, in accordance with the terms and provisions set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Len and the District agree as follows: 1. Recitals. The foregoing Recitals are correct and are incorporated herein. 2. Relocation of the Existing Road. Len and the District agree to relocate the Existing Road to a location on the Len Parcel (the Platted Road ) to be shown on the recorded plat for the Len Parcel (the Plat ). Len intends that the Platted Road will be located approximately in the area shown on the Illustrative Site Plan attached as Exhibit D. Len shall cause the Platted Road to connect to Easement Parcel B shown on Exhibit E either directly or pursuant to the grant of an easement (the Connection ). Len shall have no obligation to improve the Connection, other than to construct a shell-paved road according to plans and specifications determined by Len in its sole discretion. Len will dedicate the Platted Road to the District on the Plat. Contemporaneously with the recording of the Plat, the District shall record a Special Warranty Deed (the Deed ) in favor of Len granting to Len all of the District s right, title and interest in and to the Existing Road (to the extent that the Existing Road is not included 383743426v4/WPB/046793.038200 Page 1 of 17 Page 2
within the Platted Road), subject only to exceptions to title described on Exhibit F attached, all of which have been identified by the Commitment for Title Insurance issued by First American Title Insurance Company (the Title Company ), bearing File Number: 1062-3556825 and effective date of April 14, 2016 (the Commitment ) as the only exceptions applicable to the Existing Road (together with exceptions created by or consented to by Len, the Permitted Exceptions ). A copy of the Commitment has been provided to the District. The District take such actions and deliver any and all documents necessary to satisfy the Requirements set forth in Schedule B-1 of the Commitment and to delete any exceptions shown in the Commitment that are not Permitted Exceptions, so that the Title Company will commit to issue to Len upon recording of the Deed, an owner s policy of title insurance subject only to the Permitted Exceptions. The value of the Existing Road for title insurance purposes is agreed to be Dollars ($ ). 3. Cooperation. The District shall cooperate with, and shall take all actions and execute such joinders and consents necessary (but at no cost or expense to the District) for Len to obtain all final, non-appealable approvals, permits and consents to construct, market and sell homes within the Project. 4. Further Assurances. Len and the District shall perform such other acts, and shall execute, acknowledge and deliver such other instruments, documents and other materials as the other party hereto, the Title Company or Hillsborough County and its various agencies and departments may reasonably request in order to effectuate the transactions described herein. 5. Expenses of Closing. Len shall pay for the costs of state documentary stamps and surtaxes, if any, to be attached to the Deed, the recording of the Deed and the Memorandum of Agreement described in Section 7 below, and the cost of the title commitment and policy. Each party shall pay its own attorneys fees. 6. Authority. By its execution hereof, the District represents and warrants that it has the authority to execute this Agreement and that the District performed all of the legal actions necessary to permit it to execute this Agreement. By its execution hereof, Len represents and warrants that it has the authority to execute this Agreement and that Len has performed all of the legal actions necessary to permit it to execute this Agreement. 7. Memorandum. Within five (5) days after the Effective Date, each party shall deliver to the other party an original of the Memorandum of Agreement attached as Exhibit G which shall be recorded in the Public Records of Hillsborough County. 8. Miscellaneous. Time shall be of the essence with respect to this Agreement. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. This Agreement shall be construed and interpreted under the laws of the State of Florida without giving effect to principles of conflict of laws. Proper venue with respect to any state or federal litigation in connection with this Agreement shall be exclusively in Hillsborough County. This Agreement, together with any exhibits attached hereto, constitutes the entire agreement between the parties concerning the Existing Road, and no prior written documents, and no prior or 383743426v4/WPB/046793.038200 Page 2 of 17 Page 3
contemporary oral statements, representations, promises, or understandings not embodied in this Agreement shall be of any force and/or effect. The terms and provisions of this Agreement have been fully negotiated between the parties and therefore this Agreement shall not be interpreted for or against either party as the drafting party. No waiver of any provision of this Agreement shall be effective unless it is in writing signed by the party against whom it is asserted, and any waiver of any provision of this Agreement shall be applicable only to the specific instance to which it is related and shall not be deemed to be a continuing or future waiver as to such provision or a waiver as to any other provision. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. [SIGNATURES FOLLOW] 383743426v4/WPB/046793.038200 Page 3 of 17 Page 4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. Signed and delivered in the presence of: SOUTH BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes W. Thomas Grimm, Chairman of the Board of Supervisors STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this day of May, 2016, by W. Thomas Grimm, as Chairman of the Board of Supervisors of South Bay Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, for and on behalf of the District. He is personally known to me or has produced as identification. (AFFIX NOTARY SEAL) (Notary Public) My Commission Expires: 383743426v4/WPB/046793.038200 Page 4 of 17 Page 5
Signed and delivered in the presence of: LEN Little Harbor, LLC, a Delaware limited liability company By: Lennar Homes, LLC, a Florida limited liability company, its Sole Member By: Its: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of May, 2016, by, as of Lennar Homes, LLC, a Florida limited liability company, the Sole Member of LEN Little Harbor, LLC, a Delaware limited liability company, on behalf of the companies. He/She is personally known to me or has produced as identification. (AFFIX NOTARY SEAL) (Notary Public) My Commission Expires: 383743426v4/WPB/046793.038200 Page 5 of 17 Page 6
EXHIBIT A Existing Road 383743426v4/WPB/046793.038200 Page 6 of 17 Page 7
EXHIBIT B Len Parcel 383743426v4/WPB/046793.038200 Page 7 of 17 Page 8
EXHIBIT C The Project 383743426v4/WPB/046793.038200 Page 8 of 17 Page 9
EXHIBIT D Illustrative Site Plan 383743426v4/WPB/046793.038200 Page 9 of 17 Page 10
EXHIBIT E Easement Parcel B 383743426v4/WPB/046793.038200 Page 10 of 17 Page 11
EXHIBIT F Permitted Exceptions 1. Taxes and assessments for the year 2016 and subsequent years, which are not yet due and payable. 2. Memorandum of Utility Franchise recorded December 6, 1989, in Official Records Book 5848, Page 1013, of the Public Records of Hillsborough County, Florida. 3. Lien of Record of South Bay Community Development District recorded May 19, 2004, in Official Records Book 13842, Page 1068, and recorded March 31, 2005, in Official Records Book 14827, Page 389; as affected by Declaration of Consent to Imposition of Special Assessments recorded May 19, 2004, in Official Records Book 13842, Page 1084, and recorded March 31, 2005, in Official Records Book 14827, Page 422; and as affected by Declaration of Waiver recorded May 19, 2004, in Official Records Book 13842, Page 1101, and recorded March 31, 2005, in Official Records Book 14827, Page 406; all of the Public Records of Hillsborough County, Florida. 4. Provisions of that certain Assignment of Development and Contract Rights recorded September 13, 2013, in Official Records Book 22140, Page 210, of the Public Records of Hillsborough County, Florida. 5. Notice of Collection Agreement for Special Assessment recorded June 29, 2005, in Official Records Book 15177, Page 1627, of the Public Records of Hillsborough County, Florida. 6. Ordinance No. 06-29 expanding and contracting the boundaries of the South Bay Community Development District, recorded April 5, 2007, in Official Records Book17638, Page 1303, of the Public Records of Hillsborough County, Florida. 7. Terms and provisions of that certain Memorandum of Agreement between South Bay Community Development District; U.S. Bank National Association; and Serenity Bay, Inc., recorded September 13, 2013, in Official Records Book 22140, Page 192, of the Public Records of Hillsborough County, Florida. 8. Declaration of Consent to Jurisdiction of South Bay Community Development District and to Series 2005A Assessments recorded September 13, 2013, in Official Records Book 22140, Page 222; as affected by Amended and Restated Declaration of Consent to Jurisdiction of South Bay Community Development District and to Series 2015A-1 Assessments recorded April 14, 2015, in Official Records Book 23208, Page 1953, of the Public Records of Hillsborough County, Florida. 383743426v4/WPB/046793.038200 Page 11 of 17 Page 12
9. South Bay Community Development District Notice of Lien of Special Assessments for Series 2015 Bonds, recorded March 27, 2015, in Official Records Book 23174, Page 515, of the Public Records of Hillsborough County, Florida. 383743426v4/WPB/046793.038200 Page 12 of 17 Page 13
EXHIBIT G Memorandum PREPARED BY AND RETURN TO: Anthony P. Vernace, Esq. Greenberg Traurig, P.A. 777 S. Flagler Drive, Suite 300 East West Palm Beach, FL 33401 MEMORANDUM OF AGREEMENT By this Memorandum of Agreement ( Memorandum ) entered into this day of May, 2016, South Bay Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in unincorporated Hillsborough County, Florida, and whose mailing address is 2501A Burns Road, Palm Beach Gardens, Florida 33410 ( District ), and LEN Little Harbor, LLC, a Delaware limited liability company, whose address is 4600 West Cypress Street, Suite 200, Tampa, Florida 33607 ( Len ), hereby declare and agree as follows: RECITALS A. The District is the owner of the real property described on the attached Exhibit A ( Existing Road ). B. Len is the owner of the real property described on the attached Exhibit B ( Len Parcel ) on which is intended to be located the Platted Road (as defined in the Agreement, defined below). C. The District and Len have entered into a Road Relocation Agreement dated on or about the date hereof (the Agreement ) which, among other things, requires the District to grant the Existing Road to Len and requires Len to dedicate the Platted Road to the District. D. The District and Len desire to give actual and constructive notice to all persons interested in the Existing Road and the Len Parcel of the existence of the Agreement. MEMORANDUM 1. The foregoing Recitals are correct and are incorporated herein. 383743426v4/WPB/046793.038200 Page 13 of 17 Page 14
2. All of the terms, conditions, and agreements contained within the Agreement are fully incorporated herein by reference as if fully set forth herein. 3. This Memorandum shall terminate automatically upon recording of the Plat and the Deed, as those terms are defined in the Agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the date first set forth above. Signed and delivered in the presence of: SOUTH BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes W. Thomas Grimm, Chairman of the Board of Supervisors STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this day of May, 2016, by W. Thomas Grimm, as Chairman of the Board of Supervisors of South Bay Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, for and on behalf of the District. He is personally known to me or has produced as identification. (AFFIX NOTARY SEAL) (Notary Public) My Commission Expires: 383743426v4/WPB/046793.038200 Page 14 of 17 Page 15
Signed and delivered in the presence of: LEN Little Harbor, LLC, a Delaware limited liability company By: Lennar Homes, LLC, a Florida limited liability company, its Sole Member By: Its: STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this day of, 2016, by, as of Lennar Homes, LLC, a Florida limited liability company, the Sole Member of LEN Little Harbor, LLC, a Delaware limited liability company, on behalf of the companies. He/She is personally known to me or has produced as identification. (AFFIX NOTARY SEAL) (Notary Public) My Commission Expires: 383743426v4/WPB/046793.038200 Page 15 of 17 Page 16
EXHIBIT A Existing Road 383743426v4/WPB/046793.038200 Page 16 of 17 Page 17
EXHIBIT B Len Parcel 383743426v4/WPB/046793.038200 Page 17 of 17 Page 18
Michael Brooks, Esquire Petitt Worrell Wolfe Rocha, LLC Urban Centre One, Suite 475 4830 West Kennedy Boulevard Tampa, Florida 33609 AGREEMENT FOR PARTIAL TERMINATION OF NON-EXCLUSIVE EASEMENT FOR PUBLIC SAFETY AND PEDESTRIAN WALKWAY AND AGREEMENT FOR RELEASE OF EASEMENTS FOR WATER ACCESS The foregoing Agreement for Partial Termination of Non-Exclusive Easement for Public Safety and Pedestrian Walkway (the "Partial Termination Agreement") and Agreement for Release of Easements for Water Access (the Release Agreement ) (collectively, the Agreement ) is made as of the day of April, 2016 (the Effective Date ) by: South Bay Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in unincorporated Hillsborough County, Florida, and whose mailing address is 2501A Burns Road, Palm Beach Gardens, Florida 33410 (the District );and, Serenity Bay, Inc., a Florida corporation ( Serenity Bay ), the owner of the land more particularly described in Exhibit A attached hereto (the Serenity Bay Parcel ), whose address is 15050 NW 79 th Court, Suite 200, Miami Lakes, Florida 33016 (Serenity Bay, together with the District, the Parties, and individually, a Party ). WITNESSETH WHEREAS, the District, for the benefit of itself and the general public, is the Grantee under that certain Agreement Granting Non-Exclusive Easement for Public Safety and Pedestrian Walkway to it by Bahia Sun Associates Limited Partnership, a Florida limited partnership, among others, recorded May 19, 2004 in Official Records Book 13842, Page 1216, Public Records of Hillsborough County, Florida (the "Walkway Agreement"), as modified by that certain Modification of Agreement Granting Non-Exclusive Easement for Public Safety and Pedestrian Walkway, recorded on December 31, 2004 in Official Records Book 14551, Page 144, Public Records of Hillsborough County, Florida (the "Walkway Modification") (together the Walkway Agreement and Walkway Modification are referred to herein as the "Walkway Agreement"); and 383756330v2/WPB/046793.038200 Page 1 of 10 Page 19
WHEREAS, the Walkway Agreement granted to the District a perpetual, nonexclusive right of ingress and egress over certain real property located in Hillsborough County, Florida, legally described therein (the "Walkway Easements"); and WHEREAS, the District has previously terminated a portion of the Walkway Easements Property pursuant to that document recorded August 23, 2006 in Official Records Book 16866, Page 1694, Public Records of Hillsborough County, Florida; and WHEREAS, Serenity Bay has requested that the District additionally release all of the remaining portions of the Walkway Easements that encumber the Serenity Bay Parcel, which are more particularly described on Exhibit "B" attached hereto and by this reference made a part hereof, for the purpose of allowing Serenity Bay, its successors and assigns, to accommodate its development plans, which the District has agreed to do; and WHEREAS, the District, for the benefit of itself and the general public, is the Grantee under that certain Agreement Granting Easements for Water Access to it by Bahia Sun Associates Limited Partnership, a Florida limited partnership, among others, recorded May 19, 2004 in Official Records Book 13842, Page 1242, Public Records of Hillsborough County, Florida (the Water Access Agreement ) as partially replaced by that Certain Docks/Upland Reciprocal Easement Agreement, recorded on August 7, 2012 in Official Records Book 21293, Page 195, Public Records of Hillsborough County, Florida (the "Walkway Access Modification"); and WHEREAS, the Water Access Agreement granted to the District a perpetual, nonexclusive right of ingress and egress over certain real property located in Hillsborough County, Florida, legally described therein (the "Water Access Easements"); and WHEREAS, Serenity Bay and District are executing this Agreement for the purpose of terminating all right, title and interest of the District and the general public under the Walkway Access Agreement and the Water Access Agreement, including any right, title, and interest in and to the Walkway Access Easements and the Water Access Easements to the extent those easements encumber the Serenity Bay Parcel pursuant to the terms herein; and WHEREAS, the Parties warrant that they have the right, power and authority to enter into and be bound by this Agreement. NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Recitals. The Recitals hereinabove contained are true and correct and by this reference are made a material part hereof. 2. Waiver and Release of the District Related to Certain Matters. As inducement to the District to enter into this Agreement, Serenity Bay and its successors and assigns hereby forever release, discharge and acquit the District and any of its present, former or future 383756330v2/WPB/046793.038200 Page 2 of 10 Page 20
supervisors, representatives, successors, heirs, assigns, executors, administrators, and any of their present, former or future agents, principals, trustees, representatives, managers, bondholders and their attorneys, and all persons acting by, through or under or in concert with them, or any of them, from any and all manner of action or actions, cause or causes of action, whether class, derivative or individual in nature, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, lawsuits, costs or expenses of any kind or nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, that any of them have or may have as of the Effective Date, relating to District s exercise of its rights and obligations under the Walkway Agreement and/or the Water Access Agreement, or any other events or course of conduct arising therefrom, including construction and maintenance of any sidewalks or accessways within the Serenity Bay Parcel but exclusive of any gross negligence or willful misconduct. 3. District Findings. In connection with this Agreement and the Serenity Bay Parcel, the District has found that the Walkway Easements and the Water Access Easements: (1) are no longer needed by the District, and (2) serve no useful purpose in connection with the maintenance and operation of District facilities. In addition, the District has secured the following letters in connection with this Agreement and the Serenity Bay Parcel (3) a letter from a consulting engineer that the Walkway Easements and the Water Access Easements are not needed, serve no useful District purpose, and recommending the termination and/or release thereof (the Engineer s Letter ), and (4) a letter from Bond counsel finding that termination and/or release of the Walkway Easements and the Water Access Easements will not adversely affect the exclusion from gross income or any Bonds of the District (the Bond Counsel Letter ). The Engineer s Letter is attached to this Agreement as Exhibit C, and incorporated herein by reference. The Bond Counsel s Letter is attached to this Agreement as Exhibit D, and incorporated herein by reference. 4. Future District Road Right-of-Way. Serenity Bay has entered into an Agreement for the Purchase and Sale of Real Property dated October 9, 2015 (as amended, the Purchase Agreement ) to sell the Serenity Bay Parcel to LEN Little Harbor, LLC ( Buyer ). As further consideration for termination / release of the Walkway Easements and the Water Access Easements by the District hereunder, Buyer and the District have entered into a Road Relocation Agreement on or about the date hereof, which, among other things, requires Buyer to dedicate a relocated District road to the District subject to the terms of the Purchase Agreement. 5. Payment of Review Costs. Within the later of thirty (30) days following execution of this Agreement by the District or receipt of an invoice from the District, Serenity Bay agrees to pay the District s review costs associated with this request in an amount not to exceed $. These costs will include legal fees of the District in processing the request, and research, drafting, and negotiation of documents related thereto, obtaining the engineer s consent letter and the bond counsel s consent letter. 383756330v2/WPB/046793.038200 Page 3 of 10 Page 21
6. Release of Easement. Serenity Bay and the District hereby releases, whichever the case may be, the Serenity Bay Parcel from the Walkway Access Agreement and the Water Access Agreement, and all right, title, and interest of the District and the general public in the Walkway Easements and the Water Access Easements, as such relate to the Serenity Bay Parcel, are hereby terminated. 7. Authority. By its execution hereof, the District warrants and represents that it has the authority to execute this Agreement and that the District took all of the legal actions necessary to permit it to execute this Agreement. 8. Binding Effect. The Agreement made herein shall be binding upon the parties hereto and their respective successors and assigns. [SIGNATURE PAGES AND EXHIBITS TO FOLLOW] 383756330v2/WPB/046793.038200 Page 4 of 10 Page 22
IN WITNESS WHEREOF, the District causes this partial termination to be executed in its name by its proper officers thereunto duly authorized as of the date set forth above. Signed and delivered in the presence of: SOUTH BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes Tom Grimm, Chairman of the Board of Supervisors STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this day of, 2016, by Tom Grimm, as Chairman of the Board of Supervisors of South Bay Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, for and on behalf of the District. He is personally known to me or has produced as identification. (AFFIX NOTARY SEAL) (Notary Public) My Commission Expires: 383756330v2/WPB/046793.038200 Page 5 of 10 Page 23
Signed and delivered in the presence of: SERENITY BAY, INC., a Florida corporation By: (Print Name): Its: STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this day of, 2016, by, as of the corporation, for and on behalf of the corporation. He is personally known to me or has produced as identification. (AFFIX NOTARY SEAL) (Notary Public) My Commission Expires: 383756330v2/WPB/046793.038200 Page 6 of 10 Page 24
EXHIBIT A SERENITY BAY PARCELS 383756330v2/WPB/046793.038200 Page 7 of 10 Page 25
EXHIBIT B RELEASED PROPERTY 383756330v2/WPB/046793.038200 Page 8 of 10 Page 26
EXHIBIT C ENGINEER S LETTER 383756330v2/WPB/046793.038200 Page 9 of 10 Page 27
EXHIBIT D BOND COUNSEL S LETTER 383756330v2/WPB/046793.038200 Page 10 of 10 Page 28
Prepared by and return to: Michael Brooks, Esquire Petitt Worrell Wolfe Rocha, LLC Urban Centre One, Suite 475 4830 West Kennedy Boulevard Tampa, Florida 33609 AMENDED AND RESTATED RECIPROCAL EASEMENT AGREEMENT THIS AMENDED AND RESTATED RECIPROCAL EASEMENT AGREEMENT (the Agreement ) is made to be effective the day of, 2016, by and between: DICKMAN INVESTMENTS, LLC, a Florida limited liability company ( Dickman Investments ), GLENN K. DICKMAN ( Glenn ), EDWARD L. DICKMAN ( Edward ), and EDWARD L. DICKMAN, GLENN K. DICKMAN AND JOHN TIPTON, AS TRUSTEES OF THE PAUL R. DICKMAN REVOCABLE TRUST, U/T/D 07/07/2000 ( Paul s Trust ) (collectively, the Dickmans ), and SOUTH BAY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes ( South Bay CDD ), and SERENITY BAY, INC, a Florida corporation ( Serenity Bay ), and SOUTH BAY CDD HOLDINGS, INC., a Florida corporation ( South Bay Holdings ) and joined by GLENN K. DICKMAN and DANITA DICKMAN, husband and wife ( Glen and Danita Dickman ), JOHN R. PAULK and GAIL C. PAULK, husband and wife (the Paulks ), UNIQUE SALES ENTERPRISES, LLC, a Michigan limited liability company ( Unique Sales ) and LARRY COLLINS and PAMELA COLLINS, husband and wife (the Collins ), and joined by DICKMAN ISLAND HOMEOWNERS ASSOCIATION, INC., a Florida not for profit corporation ( Dickman Island HOA ). (Dickmans, South Bay CDD, Serenity Bay, South Bay Holdings, Glen and Danita Dickman, Paulks, Unique Sales, Collins, and Dickman Island HOA are collectively referred to as the Parties ) Page 29
RECITALS WHEREAS, on April 15, 2004, Dickman Investments along with Paul R. Dickman ( Paul ), Glenn and Edward (collectively, the Dickman Brothers ) entered into that certain Reciprocal Easement Agreement ( Reciprocal Easement Agreement ) with Bahia Marina Associates, LLC, a Florida limited liability company ( Bahia Marina ) recorded in Official Records Book 13781, Page 0928, Public Records of Hillsborough County, Florida; and WHEREAS, Paul s Trust is a successor in interest to Paul; and WHEREAS, on November 5, 2012, the Dickmans released from the effect and operation of the Reciprocal Easement Agreement certain lands described in that Partial Release of Easement Property from Reciprocal Easement Agreement recorded in Official Records Book 21482, Page 1083, Public Records of Hillsborough County, Florida (the 2012 Partial Release of Easement ); and WHEREAS, South Bay CDD, Serenity Bay, and South Bay Holdings are remaining successors in interest to Bahia Marina under the Reciprocal Easement Agreement; and WHEREAS, the lands subject to this Agreement are as follows: A. Pursuant to that certain Private Easement ( Private Easement ) dated October 22, 1984, recorded in OR Book 4452, Page 283, in the public records of Hillsborough County, Florida, the Dickman Brothers and their successors are the owners of an easement interest in certain real property ( Easement Parcel A ) situated in Hillsborough County, Florida, and more particularly described on Exhibit A attached hereto; and B. Dickman Investments is the owner of a fee simple interest in certain real property ( Easement Parcel B ) situated in Hillsborough County, Florida, and more particularly described on on Exhibit B attached hereto; and C. South Bay CDD is the owner of a fee simple interest in certain real property ( Easement Parcel C ) within the South Bay Community Development District situated in Hillsborough County, Florida, and graphically depicted on Exhibit C attached hereto; and D. Serenity Bay is the owner of a fee simple interest in certain real property ( Serenity Bay Property ) situated in Hillsborough County, Florida, and more particularly described on Exhibit D attached hereto; E. South Bay Holdings is the owner of a fee simple interest in certain real property ( South Bay Holdings Property ) situated in Hillsborough County, Florida, and more particularly described on Exhibit E attached hereto; 2 Page 30
F. Glen and Danita Dickman are owners of a fee simple interest in certain real property ( Glen and Danita Dickman Property ) situated in Hillsborough County, Florida, and more particularly described on Exhibit F attached hereto G. The Paulks are owners of a fee simple interest in certain real property ( Paulks Property ) situated in Hillsborough County, Florida, and more particularly described on Exhibit G attached hereto; H. Unique Sales is the owner of a fee simple interest in certain real property ( Unique Sales Property ) situated in Hillsborough County, Florida, and more particularly described on Exhibit H attached hereto; I. Collins is the owner of a fee simple interest in certain real property ( Collins Property ) situated in Hillsborough County, Florida, and more particularly described on Exhibit I attached hereto; and J. Dickman Investments is the owner of a fee simple interest in certain additional real property (the Dickman Investments Property ) situated in Hillsborough County, Florida, and more particularly described on Exhibit J attached hereto; and WHEREAS, Easement Parcel A and Easement Parcel B are contiguous, and Easement Parcel B and Easement Parcel C are contiguous. Easement Parcel A, Easement Parcel B, and Easement Parcel C may be collectively referred to herein as the Parcels; and WHEREAS, the parties desire to amend and restate the Reciprocal Easement Agreement to reflect current development conditions and modify the easements and terms as more particularly set forth herein, with the terms and the conditions herein intended to terminate, supersede, and replace those contained in the original Reciprocal Easement Agreement as of the date hereof. WHEREAS, the Parties further desire to remove and release the Serenity Bay Property and South Bay Holdings Property from the effect and operation of this Agreement pursuant to a separate instrument to be executed and recorded concurrent with this Agreement. AGREEMENT NOW, THEREFORE, for and in consideration of Ten and No/100ths Dollars ($10.00), the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dickman and Bahia hereby agree as follows: 1. Recitals. The above recitals are correct and are incorporated herein by reference. 2. Granting of Reciprocal Easements. This Section sets forth the easements and the terms and conditions thereof, which the Dickmans and South Bay CDD grant to each other. Each of 3 Page 31
the Parcels shall be deemed a servient tenement and each of the Parcels shall be deemed the dominant tenement. Subject to the terms and conditions of this Agreement, the Dickmans and South Bay CDD hereby grant to each other and their respective agents, employees, invitees, tenants, licensees, successors in interest and assigns, as the case may be, the following easements (collectively, the Reciprocal Easements ): (a) Ingress and Egress. Non-exclusive easements upon, over, across, and through the roadways, entrances, exits, driveways, drive aisles, walkways, parking areas, shell, sand, gravel or other unpaved roads, if any, and any other paved areas (hereinafter collectively referred to as the Paved Areas ) now or hereafter located or constructed upon the Parcels for vehicular and pedestrian ingress and egress, traffic and parking to serve the Dickman Investments Property and the land within the South Bay Community Development District. The parties hereto shall not erect any barriers, which will interfere with the use and enjoyment of the easements created hereunder. Notwithstanding the foregoing: (i) use of the Paved Areas within Easement Parcel C by the Dickmans shall be subject to all generally applicable rules and regulations adopted by South Bay CDD in furtherance of its responsibilities pursuant to Chapter 190, Florida Statutes; and (ii) South Bay CDD shall have no access for vehicular and pedestrian ingress and egress, traffic and parking over and across the Paved Areas within Easement Parcel A or Easement Parcel B to serve the land within the South Bay Community Development District unless and until South Bay CDD, at South Bay CDD s sole cost and expense, designs, permits, constructs and operates the Guard House/Gate (as hereinafter defined) contemplated by Section 6 hereof in accordance with the terms hereof. (iii) South Bay CDD, South Bay CDD, at South Bay CDD s sole cost and expense, shall be responsible for the designing of, permitting of, constructing, maintaining, repairing, and/or replacing all Paved Areas on Easement Parcel C. (iv) When and if South Bay CDD, pursuant to the terms of this Agreement, is at any time permitted access for vehicular and pedestrian ingress and egress, traffic and parking over and across the Paved Areas on Easement Parcel A or Easement Parcel B to serve the land within the South Bay Community Development District, South Bay CDD, at South Bay CDD s sole cost and expense, shall have the option to design, permit, construct, maintain, repair, and/or replace all Paved Areas on Easement Parcel A and Easement Parcel B; provided, however, prior to any such designing of, permitting of, constructing, maintaining, repairing, and/or replacing, South Bay CDD shall provide to the Dickmans copies of all construction plans and specifications for any or all of the Paved Areas on Easement Parcel A or Easement Parcel B to be impacted or in any way affected by such prospective construction activities. 4 Page 32
(b) Utilities. Non-exclusive easements and the right of use appurtenant to and for the benefit of South Bay CDD and the lands located within the South Bay Community Development District in, to, over, under and across Easement Parcel A and Easement Parcel B for the installation, operation, maintenance, repair, relocation and removal of utility improvements, including, without limitation, sewer lines, water lines, gas lines, electric power lines, telephone lines, water sprinkler lines, and other public or private utility lines (all of which must be underground), including, without limitation, the right to install and maintain manholes, meters, pipelines, valves, hydrants, sprinkler controls, conduits, sewage facilities and all related facilities (the Utility Improvements ) to serve lands within the South Bay Community Development District. Non-exclusive easements and the right of use appurtenant to and for the benefit of the Dickmans and lands owned by the Dickmans, including, without limitation, the Dickman Investments Property, in, to, over, under and across Easement Parcel C for the installation, operation, maintenance, repair, or relocation and removal of Utility Improvements to serve the Dickman Investments Property. Notwithstanding the foregoing, use of Easement Parcel C by the Dickmans shall be subject to all generally applicable rules and regulations adopted by South Bay CDD in furtherance of its responsibilities pursuant to Chapter 190, Florida Statutes. All easements for Utility Improvements shall be subject, as to location, to the prior written approval of the party whose Parcel(s) are to be burdened thereby, which approval may not be unreasonably withheld, delayed, or conditioned. Anything to the contrary contained herein notwithstanding, (i) no Utility Improvements shall be placed within ten (10) feet of the edge of the Paved Areas on Easement Parcel A; (ii) no easement, license or other rights in Easement Parcel A or Easement Parcel B may be granted by South Bay CDD to any utility company or federal, state, or local governmental agency without the prior express written consent of the Dickmans, which consent may not be unreasonably withheld, delayed, or conditioned; and (iii) no easement, license or other rights in Easement Area C may be granted by the Dickmans to any utility company or federal, state, or local governmental agency without the prior express written consent of South Bay CDD, which consent may not be unreasonably withheld, delayed, or conditioned. (c) Construction of Paved Areas on or Maintenance of the Parcels. Easements to enter upon a Parcel to perform any obligation (i) a Party is required to, or may, perform pursuant to the terms hereof (i.e., to design, permit, construct, maintain, repair, and/or replace any of the Paved Areas), or (ii) which the owner of such Parcel has failed to perform, and which such party is permitted to perform pursuant to the terms and conditions hereof. Neither of the Dickmans or South Bay CDD shall have the right to exercise the easement rights granted under this Section in a manner that would materially interfere with the use and enjoyment of the other party hereto. Each of the parties may close off its servient tenement from time to time for reasonable periods only for the purpose of cleaning, maintenance, repair or resurfacing thereof, development of adjacent lands, or to prevent any party from obtaining 5 Page 33
prescriptive rights thereon. The development, construction, maintenance, repair, or replacement of improvements on such party s Parcel may temporarily obstruct or interfere with the exercise of the easement rights hereby granted. Such obstruction or interference shall not be deemed a breach of this Agreement so long as such party uses reasonable efforts to minimize the effect thereof on the exercise of the easement rights granted herein. Notwithstanding the foregoing and to the extent the Glen and Danita Dickman, Paulks, Unique Sales, and/or the Collins have previously acquired and now own any easement interest in Easement Parcel A or Easement Parcel B, Glen and Danita Dickman, the Paulks, Unique Sales and the Collins, to the extent of such easement interest ownership, are hereby deemed to have joined in the foregoing grant of the Reciprocal Easements for the benefit of all other parties. Except as may be otherwise provided herein, all easements granted herein shall be perpetual. No party hereto shall be entitled to charge or collect any fee for the exercise of the easement rights set forth in this Section. 3. Granting of Paulk Easements. This Section sets forth the easements and the terms and conditions thereof, which Dickman Investments and South Bay CDD hereby grant to the Paulks, and their respective agents, employees, invitees, tenants, licensees, successors in interest and assigns, as the case may be (the Paulks Easements ): (a) Ingress and Egress. A non-exclusive easement upon, over, across, and through the Paved Areas now or hereafter located or constructed upon Easement Parcel B and Easement Parcel C for vehicular and pedestrian ingress and egress, traffic and parking to serve the Paulks Property. Notwithstanding the foregoing, use of the Paved Areas on Easement Parcel C by the Paulks shall be subject to all generally applicable rules and regulations adopted by South Bay CDD in furtherance of its responsibilities pursuant to Chapter 190, Florida Statutes. (b) Utilities. A non-exclusive easement and the right of use appurtenant to and for the benefit of the Paulks in, to, over, under and across Easement Parcel B and Easement Parcel C for the installation, operation, maintenance, repair, or relocation and removal of Utility Improvements to serve the Paulks Property. Notwithstanding the foregoing, use of Easement Parcel C by the Paulks shall be subject to all generally applicable rules and regulations adopted by South Bay CDD in furtherance of its responsibilities pursuant to Chapter 190, Florida Statutes. All easements for Utility Improvements shall be subject, as to location, to the prior written approval of the party whose Parcel(s) are to be burdened thereby, which approval may not be unreasonably withheld, delayed, or conditioned. Anything to the contrary contained herein notwithstanding, (i) no easement, license or other rights in Easement Parcel B may be granted by the Paulks to any utility company or federal, state, or local governmental agency without the prior express written consent of Dickman Investments, which consent may not be unreasonably withheld, delayed, or conditioned; and (ii) no 6 Page 34
easement, license or other rights in Easement Area C may be granted by the Paulks to any utility company or federal, state, or local governmental agency without the express written consent of South Bay CDD, which consent may not be unreasonably withheld, delayed, or conditioned. The Paulks shall not have the right to exercise the easement rights granted under this Section in a manner that would materially interfere with the use and enjoyment of the respective owners of Easement Parcel B or Easement Parcel C. Dickman Investments or South Bay CDD may close off its respective servient tenement from time to time for reasonable periods only for the purpose of cleaning, maintenance, repair or resurfacing thereof, development of adjacent lands, or to prevent any party from obtaining prescriptive rights thereon. The development, construction, maintenance or repair of improvements on such party s Parcel may temporarily obstruct or interfere with the exercise of the easement rights hereby granted. Such obstruction or interference shall not be deemed a breach of this Agreement so long as such party uses reasonable efforts to minimize the effect thereof on the exercise of the easement rights granted herein. Except as may be otherwise provided herein, all easements granted herein shall be perpetual. No party hereto shall be entitled to charge or collect any fee for the exercise of the easement rights set forth in this Section. 4. Granting of Unique Sales Easements. This Section sets forth the easements and the terms and conditions thereof, which Dickman Investments and South Bay CDD hereby grant to Unique Sales, and its respective agents, employees, invitees, tenants, licensees, successors in interest and assigns, as the case may be (the Unique Sales Easements ): (a) Ingress and Egress. A non-exclusive easement upon, over, across, and through the Paved Areas now or hereafter located or constructed upon Easement Parcel B and Easement Parcel C for vehicular and pedestrian ingress and egress, traffic and parking to serve the Unique Sales Property. Notwithstanding the foregoing, use of the Paved Areas on Easement Parcel C by Unique Sales shall be subject to all generally applicable rules and regulations adopted by South Bay CDD in furtherance of its responsibilities pursuant to Chapter 190, Florida Statutes. b) Utilities. A non-exclusive easement and the right of use appurtenant to and for the benefit of the Unique Sales Property in, to, over, under and across Easement Parcel B and Easement Parcel C for the installation, operation, maintenance, repair, or relocation and removal of Utility Improvements to serve the Unique Sales Property. Notwithstanding the foregoing, use of Easement Parcel C by Unique Sales shall be subject to all generally applicable rules and regulations adopted by South Bay CDD in furtherance of its responsibilities pursuant to Chapter 190, Florida Statutes. All easements for Utility Improvements shall be subject, as to location, to the prior written approval of the party whose Parcel(s) are to be burdened thereby, which approval may not be unreasonably withheld, delayed, or conditioned. Anything to the contrary 7 Page 35
contained herein notwithstanding, (i) no easement, license or other rights in Easement Parcel B may be granted by Unique Sales to any utility company or federal, state, or local governmental agency without the prior express written consent of Dickman Investments, which consent may not be unreasonably withheld, delayed, or conditioned; and (ii) no easement, license or other rights in Easement Area C may be granted by Unique Sales to any utility company or federal, state, or local governmental agency without the prior express written consent of South Bay CDD, which consent may not be unreasonably withheld, delayed, or conditioned. Unique Sales shall not have the right to exercise the easement rights granted under this Section in a manner that would materially interfere with the use and enjoyment of the respective owners of Easement Parcel B or Easement Parcel C. Dickman Investments or South Bay CDD may close off its respective servient tenement from time to time for reasonable periods only for the purpose of cleaning, maintenance, repair or resurfacing thereof, development of adjacent lands, or to prevent any party from obtaining prescriptive rights thereon. The development, construction, maintenance or repair of improvements on such party s Parcel may temporarily obstruct or interfere with the exercise of the easement rights hereby granted. Such obstruction or interference shall not be deemed a breach of this Agreement so long as such party uses reasonable efforts to minimize the effect thereof on the exercise of the easement rights granted herein. Except as may be otherwise provided herein, all easements granted herein shall be perpetual. No party hereto shall be entitled to charge or collect any fee for the exercise of the easement rights set forth in this Section. 5. Granting of Collins Easements. This Section sets forth the easements and the terms and conditions thereof, which Dickman Investments and South Bay CDD hereby grant to the Collins, and their respective agents, employees, invitees, tenants, licensees, successors in interest and assigns, as the case may be (the Collins Easements ): (a) Ingress and Egress. A non-exclusive easement upon, over, across, and through the Paved Areas now or hereafter located or constructed upon Easement Parcel B and Easement Parcel C for vehicular and pedestrian ingress and egress, traffic and parking to serve the Collins Property. Notwithstanding the foregoing, use of the Paved Areas on Easement Parcel C by the Collins shall be subject to all generally applicable rules and regulations adopted by South Bay CDD in furtherance of its responsibilities pursuant to Chapter 190, Florida Statutes. (b) Utilities. A non-exclusive easement and the right of use appurtenant to and for the benefit of the Collins in, to, over, under and across Easement Parcel B and Easement Parcel C for the installation, operation, maintenance, repair, or relocation and removal of Utility Improvements to serve the Collins Property. Notwithstanding the foregoing, use of Easement Parcel C by the Collins shall be subject to all generally applicable rules and regulations adopted by South Bay CDD in furtherance of its responsibilities pursuant to Chapter 190, Florida Statutes. 8 Page 36
All easements for Utility Improvements shall be subject, as to location, to the prior written approval of the party whose Parcel(s) are to be burdened thereby, which approval may not be unreasonably withheld, delayed, or conditioned. Anything to the contrary contained herein notwithstanding, (i) no easement, license or other rights in Easement Parcel B may be granted by the Collins to any utility company or federal, state, or local governmental agency without the prior express written consent of Dickman Investments, which consent may not be unreasonably withheld, delayed, or conditioned; and (ii) no easement, license or other rights in Easement Area C may be granted by the Collins to any utility company or federal, state, or local governmental agency without the prior express written consent of South Bay CDD, which consent may not be unreasonably withheld, delayed, or conditioned. The Collins shall not have the right to exercise the easement rights granted under this Section in a manner that would materially interfere with the use and enjoyment of the respective owners of Easement Parcel B or Easement Parcel C. Dickman Investments or South Bay CDD may close off its respective servient tenement from time to time for reasonable periods only for the purpose of cleaning, maintenance, repair or resurfacing thereof, development of adjacent lands, or to prevent any party from obtaining prescriptive rights thereon. The development, construction, maintenance or repair of improvements on such party s Parcel may temporarily obstruct or interfere with the exercise of the easement rights hereby granted. Such obstruction or interference shall not be deemed a breach of this Agreement so long as such party uses reasonable efforts to minimize the effect thereof on the exercise of the easement rights granted herein. Except as may be otherwise provided herein, all easements granted herein shall be perpetual. No party hereto shall be entitled to charge or collect any fee for the exercise of the easement rights set forth in this Section. 6. Granting of Glen and Danita Dickman Easements. This Section sets forth the easements and the terms and conditions thereof, which Dickman Investments and South Bay CDD hereby grant to Glen and Danita Dickman, and their respective agents, employees, invitees, tenants, licensees, successors in interest and assigns, as the case may be (the Glen and Danita Dickman s Easements ): (a) Ingress and Egress. A non-exclusive easement upon, over, across, and through the Paved Areas now or hereafter located or constructed upon Easement Parcel B and Easement Parcel C for vehicular and pedestrian ingress and egress, traffic and parking to serve the Glen and Danita Dickman Property. Notwithstanding the foregoing, use of the Paved Areas on Easement Parcel C by Glen and Danita Dickman shall be subject to all generally applicable rules and regulations adopted by South Bay CDD in furtherance of its responsibilities pursuant to Chapter 190, Florida Statutes. (b) Utilities. A non-exclusive easement and the right of use appurtenant to and for the benefit of Glen and Danita Dickman in, to, over, under and across Easement Parcel B 9 Page 37