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Amended Item 3B - Contract with TriBridgeAGENDA ITEM: SUBMITTED BY: DATE: BACKGROUND: ClTY OF ATLANTIC BEACH CITY COMMISSION MEETING STAFF REPORT A~IENDEO AGENI)A ITEM 1/JB March 14,2016 Approve the contract between the City of Atlantic Beach and TriBridge Residential for the proposed improvements to the retention pond and dog park. Nelson Van Lierc • .c:c:> City Manager March 8, 20 16 In January, the City Commission voted unanimously on the Tribridge proposal in connection with the development of townhomes a t the North West comer of Atlantic Blvd. and Aquatic Dtive. [n connection with the project, Tlibridge developed a plan to expand our dog park and retention pond to accommodate the drainage necessary for the project and provide some excess retention above th e required amount. Those expanded facilities will be conveyed to the City upon the issuance of the final Certificate of Occupancy for th e development. T he agreement stipulates that the dog park will be closed for about two months while it is being enlarged and that Tribridge will compensate the City for lost revenues for the period that the park is closed. Construction of the townhomes wi ll a lso involve excavation of the propetiy and the removal of garbage buried under the ground at various locations throughout the site. Geological surveys were perfonned and provided to the City indicating signi ficant debris on the site. BUDGET: The Operating Budget lmpact would he an increase in property taxes paid to the City and Capita l Improvement Fees paid to the Utilltu Fund. RECOMMENDATION: Approve the contract between the City of Atlantic Beach and TriBridge Residential with a ll necessary related documents for the proposed improvements to th e retention pond and dog park and authorize the City Manager to s ign all related documents. ATTACHMENTS: Project description Executive Summary of the agreement and related documents. Letter Agreement with related contract documents as Li sted in the Executive Summary AMENDED AGENDA ITEM #38 March 14, 2016 PROPOSED DEVELOPMENT AT CORNER OF ATLANTIC & AQUATIC Developer: TriBridge Residential, developer of BluWater Apartments in Jacksonville Beach (former George Moore Chevrolet property) Plan of Development: 23 "market-rate" rental townhomes; 2 and 3 story units with 2 car garages; same architectural and design standards as BluWater. The existing site contains a layer of household trash and debris that will have to be removed in order to build the project. The developer intends to work with the Florida Department of Environmental Protection to enroll the property in the Florida Brownfields Program. The clean-up of the site will require that the existing trees be removed in order to correctly remediate the site. Development will comply with the existing zoning district permitted uses and density, all of the development standards of the Land Development Code and the 35' height limit. The project will also comply with Chapter 23 Protection of Trees and Native Vegetation of the City Municipal Code by a combination of re-planting of trees from the City of Atlantic Beach Recommended Tree List on the developed property and on the Dog Park retention pond along with purchasing credits from the City of Atlantic Beach tree mitigation fund. Proposed enhancements to adjacent City Dog Park JAX\2019348_1 • Conveyance of land to the City of Atlantic Beach for expanded pond and recreation path (area shown in green on attached aerial) within one year of the completion of the project. The completion of the project is defined as the point in time at which the owner has obtained all Certificates of Occupancy for the project and all required approvals fi:om the various departments that oversee new construction projects within the City of Atlantic Beach or any governing entity that has jurisdiction over the project. As a part of the conveyance of land, the City of Atlantic Beach will agree to sign and grant the following easements to the developer: Perpetual Drainage Easement for the right to drain into the modified retention pond. This easement will include the maintenance of the pond and include access rights for the owner to the pond and dog park for maintenance activities. Easement to reserve the right to utilize the property that was conveyed to the City of Atlantic Beach to allow for the development to be legal and conforming to all zoning requirements. The property will not be considered legal non-conforming upon conveyance. Any access or utility easements that would be required by the owner or any governing body that would require such easement. AMENDED AGENDA ITEM #3B March 14,2016 • Enlargement of the city owned and maintained retention pond immediately adjacent to the proposed development site for additional stormwater capacity for the Aquatic Gardens area of Atlantic Beach. The modifications to the existing pond will create approximately 3,053 Cubic Yards of additional volume at a water elevation of 7; of this capacity, approximately one-third of the additional storage is above and beyond the required capacity for our site. • As a part of the enlargement of the pond, the existing pedestrian area on the southern and eastern sides of the pond will be lowered to make them closer to the normal water level of the pond. The City of Atlantic Beach and the developer both acknowledge that during a significant rain event, the pond will rise over this modified pedestrian area to create additional storage volume for the pond. • The existing maintenance easement around the southern and eastern portion of the pond will be located within the pedestrian area of the pond as coordinated with SJRWMD. • Appropriate grass and tree materials will be planted on the southern and eastern portions of the pond within the pedestrian area. The pedestrian walkway will be grass. The developer will work with the City of Atlantic Beach to determine the correct tree species to plant in this area of the dog park. • Construction of a 12' by 12' cabana for shade, rain cover, etc. with the existing footprint of the dog park. The construction of the cabana will be of standard construction techniques and utilize masonry and wood frame construction. • All improvements outlined in this document are to be funded by developer. Additional benefits to City JAX\2019348_1 • Projected property tax revenue to the City will be approximately 8 times the existing assessed value. • Complete remediation of existing site contamination from former unpermitted solid waste dump. • Creation of delineated on-street parking on Aquatic Drive as overflow parking for Dog Park. • Construction of side walk on Aquatic Drive from intersection with Atlantic Boulevard to the Dog Park. TRIBRIDGE AMENDED AGENDA ITEM #JB March 14, 2016 RESIDENTIAL Executive Summary Aquatic Drive -TBR / COAB Retention Pond and Dog Park Agreement Documents The following documents have been provided to the City of Atlantic Beach (COAB) for the proposed improvements to the city-owned retention pond and dog park facility in connection with the development of the parcel of land at the NW corner of the intersection of Aquatic Drive and Atlantic Boulevard. 1) Letter Agreement between the City of Atlantic Beach and Tribridge Residential (TBR): This document outlines the agreement between COAB and TBR for the proposed improvements to the retention pond and dog park. It includes details on how the property will be conveyed to the city, the work that will be completed on the city property and on the TBR property prior to the conveyance, the construction easement and permanent easement, and includes the instructions for the escrow agent that will assist with the filing of the legal documents associated with the project. 2) Temporary Construction Easement: This document will allow TBR and their construction team to perform work on the COAB retention pond and Dog Park once the plans are reviewed and permits are issued by the COAB. 3) Stormwater Detention Pond Easement Agreement: This document establishes the ability of the developed property to use the COAB retention pond (improved pond) in perpetuity and will be filed after the improvements to the pond are completed. 4) Special Warrany Deed to COAB: This is the document that will convey the property to the COAB upon completion of the project. 5) Escrow Instruction Letter: This is the document that will instruct the escrow agent on the timeline for when to file the documents listed above. 1 AMENDED AGENDA ITEM #JB March 14, 2016 TRI BRIDGE RESIDENTIAL Dear March __ , 2016 Re: Letter Agreement regarding proposed real property conveyance and drainage easement and between TBR Aquatic Owner, LLC ("TBR '~ and the City of Atlantic Beach, Florida ("COAB '~. ------- This letter agreement (the "Letter Agreement") sets forth the terms by which (i) TBR shall convey to COAB, using the form of special warranty deed which is attached hereto as Exhibit A (the "Special Warranty Deed"), a portion of that certain real property (the "Transferred Property") that it owns, or will own, and lies to the east of certain real property owned by COAB and identified as Tax Parcell77411 0200 (the "COAB Property"), and (ii) COAB shall convey to TBR a perpetual drainage easement, using the form of Stormwater Detention Pond Easement Agreement attached hereto as Exhibit B (the "Easement Agreement"), into a stormwater detention pond lying jointly on the COAB Property and the Transferred Property (the "Stormwater Detention Pond"), as well as a temporary construction easement, using the form of Temporary Construction Easement Agreement attached hereto as Exhibit C (the "Temporary Construction Easement"), giving TBR the right to expand the Stormwater Detention Pond. Now therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Grantor and Grantee, the parties hereto agree as follows: 1. TBR agrees to convey to COAB, and COAB agrees to accept from TBR, the Transferred Property upon the terms and conditions set forth in this Letter Agreement. COAB agrees to transfer and convey to TBR, and TBR agrees to accept from COAB, those certain easements, covenants and other rights set forth in the Temporary Construction Easement Agreement and the Permanent Easement Agreement upon the terms and conditions set forth in this Letter Agreement. 2. Upon execution of this Letter Agreement, the parties hereto agree to execute and irrevocably deliver into escrow with Calloway Title & Escrow, LLC, Attn: S. Marcus Calloway, 4170 Ashford Dunwoody Road, Suite 285, Atlanta, Georgia 30319 (the "Escrow Agent"), the following documents (the "Closing Documents"): a. the Special Warranty Deed; b. the Temporary Construction Easement Agreement; c. the Permanent Easement Agreement; and AMENDED AGENDA ITEM #38 March 14, 2016 d. the escrow instruction letter which is attached hereto as Exhibit D (the "Escrow Instruction Letter"). 3. With regards to the Special Warranty Deed, the parties acknowledge and agree that no later than thirty (30) days prior to the Conveyance Date (as hereinafter defined), TBR shall present COAB with a proposed metes and bounds legal description for the Transferred Property which is to be conveyed thereby (the "Proposed Legal Description"), which such proposed metes and bounds legal description shall be materially consistent with, and in substantially the same location as, the cross- hatched area on the site plan attached hereto as Exhibit E. Within twenty (20) days of COAB's receipt of the Proposed Legal Description, COAB shall either approve or disapprove of the Proposed Legal Description. To the extent COAB approves of the Proposed Legal Description, or if COAB fails to respond within said twenty (20) day period, then the Proposed Legal Description shall thereafter be inserted as Exhibit A to the Special Warranty Deed. To the extent COAB disapproves of the Proposed Legal Description, then COAB shall notify TBR of its disapproval of the same and the specific reason for such disapproval and TBR shall within ten (1 0) days of such disapproval resubmit a revised metes and bounds legal description to COAB. The foregoing procedure shall continue until the earlier to occur of (i) TBR and COAB agree upon the Proposed Legal Description, or (ii) the Conveyance Date. If the Proposed Legal Description has not been approved by the parties prior to the Conveyance Date, then the last version of the Proposed Legal Description shall be attached to the Special Warranty Deed as Exhibit A thereto. 4. With regards to the Easement Agreement, the parties acknowledge and agree that no later than thirty (30) days prior to the Conveyance Date, TBR shall present COAB with proposed plans and specifications (the "Proposed Plans") for the expansion, at its sole cost and expense, of the Stormwater Detention Pond, which such Proposed Plans shall be materially consistent with the preliminary plans attached hereto as Exhibit F. Within twenty (20) days of COAB's receipt of the Proposed Plans, COAB shall either approve or disapprove of the Proposed Plans. To the extent COAB approves of the Proposed Plans, or if COAB fails to respond within said twenty (20) day period, then the Proposed Plans shall thereafter be inserted as Exhibit C to the Easement Agreement. To the extent COAB disapproves of the Proposed Plans, then COAB shall notify TBR of its disapproval of the same and the specific reason for such disapproval and TBR shall within ten (1 0) days of such disapproval resubmit revised Proposed Plans to COAB. The foregoing procedure shall continue until the earlier to occur of (i) TBR and COAB agree upon the Proposed Plans, or (ii) the Conveyance Date. If the Proposed Plans have not been approved by the parties prior to the Conveyance Date, then the last version of the Proposed Plans as proposed by TBR shall be attached to the Easement Agreement as Exhibit C thereto. 5. The obligations of TBR under this Letter Agreement are expressly contingent on the following (each a "Conveyance Condition"): a. TBR's acquisition of that certain 1.67 acre parcel of real property located in the City of Atlantic Beach, Duval County, Florida which is adjacent to the COAB Property and is identified as Tax Parcell77603-0000 (the "TBR Property"). b. TBR has been issued the first certificate of occupancy allowing residential use of a building which has been constructed by TBR, or which has been constructed on AMENDED AGENDA ITEM #3B March 14, 2016 TBR's behalf, on the TBR Property, or such similar documentation which evidences that a building is fit for residential occupancy and which is typically issued by COAB or such other governing authority as has jurisdiction over the same. To the extent the Conveyance Conditions have not yet been satisfied by the Final Conveyance Date, then this Letter Agreement shall terminate, whereupon the Closing Documents shall be immediately returned by Escrow Agent to the parties hereto; provided, however, that to the extent TBR undertook any construction activity or otherwise materially altered or damaged the COAB Property pursuant to its rights under the Temporary Construction Easement Agreement, then unless otherwise instructed in writing by COAB, TBR shall restore, at its sole cost and expense, the COAB Property to substantially the same condition as it existed prior to TBR undertaking such constmction or other activity. 6. The conveyance of the Temporary Construction Easement Agreement from COAB to TBR shall be effectuated by Escrow Agent on the date TBR acquires the TBR Property. The conveyance of the Transferred Property from TBR to COAB, and the conveyance of the Easement Agreement from COAB to TBR, shall be effectuated by Escrow Agent upon the date the conditions set forth in the Escrow Instruction Letter have been satisfied in full (the "Conveyance Date") but which in no event shall be later than March 14, 2018 (the "Final Conveyance Date"). 7. TBR and COAB acknowledge and agree that, during the course of TBR's expansion of the Stormwater Detention Pond and as set forth in the Temporary Constmction Easement Agreement, and by providing not less than five (5) days written notice to COAB and by placing a sign on the COAB Property not less than five ( 5) days in advance of such closure advising the public of the length of the closure, TBR shall have the right to temporarily close to the public the dog park and any other publicly accessible areas of the COAB Property for such periods of time as TBR shall deem necessary to constmct the Stormwater Detention Pond; provided, however, that in no event shall TBR close the dog park or other publicly accessible areas of the COAB Property for more than sixty (60) days in the aggregate (the "Closure Period"). Notwithstanding the above, TBR (with the consent of COAB) shall have two (2) options to extend the Closure Period by fifteen (15) days each by providing written notice to COAB not less than five (5) days prior to such extension. To the extent that TBR closes the dog park, then TBR shall pay to COAB the sum of One Thousand Five Hundred and No/100 Dollars ($1 ,500.00) for each calendar month the dog park is closed. To the extent the dog park is closed for less than a full calendar month (i.e. the dog park is closes after the first day of the calendar month or opens before the last day of the calendar month), then TBR shall pay to COAB a prorated amount for said calendar month. 8. If either party is in default with respect to, cir breaches, or fails to perform one or more of the representations, covenants, warranties or other terms of this Letter Agreement, said party shall be entitled, as its sole and exclusive remedy hereunder, to either terminate this Letter Agreement, whereupon the Closing Documents shall be immediately returned by Escrow Agent to the parties hereto, or (ii) enforce specific performance of this Letter Agreement. 9. The Letter Agreement may be sent via e-mail, via PDF or via facsimile, and such signatures shall be deemed valid and binding to the same extent as an original signature. This Letter Agreement may be assigned by TBR but under no circumstances shall it be assignable by COAB, in whole or in part, without the prior written consent of TBR, and any such assignment without the consent of TBR shall be null and void and of no force or effect. If any term, covenant, condition or provision of this Letter Agreement, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Letter Agreement AMENDED AGENDA ITEM #JB March 14, 2016 or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law. Time is of the essence of this Letter Agreement. If any date set forth in this Letter Agreement shall fall on, or any time period set forth in this Agreement shall expire on, a day which is a Saturday, Sunday, federal or state holiday, or other non-business day, such date shall automatically be extended to, and the expiration of such time period shall automatically be extended to, the next day which is not a Saturday, Sunday, federal or state holiday or other non- business day. The final day of any time period under this Letter Agreement or any deadline under this Letter Agreement shall include the period of time through and including such specified day or date and shall be deemed to end at 7:00p.m. Duval County, Florida time. This Letter Agreement supersedes all prior discussions among TBR and COAB with respect to the matters contained herein, and contains the sole and entire understanding among TBR and COAB with respect to the matters herein contained. This Letter Agreement shall not be modified or amended except by an instrument in writing executed by or on behalf of TBR and COAB. This Letter Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. In the event of any litigation between TBR and COAB arising under or in connection with this Letter Agreement, the prevailing party shall be entitled to recover from the other party the expenses of litigation (including reasonable attorneys' fees, expenses and disbursements) incurred by the prevailing party. Agreed to and Accepted By: CITY OF ATLANTIC BEACH, a corporate body politic By: ________________ __ Name: ----------------- Title: ----------------- Sincerely, TBRAQUATIC OWNER, LLC, a Delaware limited liability company By: ______________ __ Name: ---------------- Title: ----------------- Exhibit A Special Warranty Deed [See Attached] AMENDED AGENDA ITEM #38 March 14, 2016 Prepared by and return to: Eric R. Wilensky, Esq. Nelson Muiiins Riley & Scarborough LLP Atlantic Station 20117th StreetNW, Suite 1700 Atlanta, GA 30363 SPECIAL WARRANTY DEED AMENDED AGENDA ITEM #3B March 14, 2016 THIS SPECIAL WARRANTY DEED (this "Deed") is made as of this __ day of _____ , 20_, by TBR AQUATIC OWNER, LLC, a Delaware limited liability company ("Grantor"), whose address is 1575 Northside Drive NW, Suite 200, Building 100, Atlanta, Georgia 30318, to and in favor of CITY OF ATLANTIC BEACH, a corporate body politic (the "Grantee"), whose address is 800 Seminole Road, Atlantic Beach, Florida 32233 (the words "Grantor" and "Grantee" to include their respective successors and assigns where the context requires or permits). WITNESSETH: That the Grantor, for and in consideration ofthe sum ofTen and No/100 Dollars ($10.00) and other valuable consideration, the receipt whereof is hereby acknowledged, by these presents does hereby grant, bargain, sell, alien, remise, release and convey unto the Grantee, that certain real property located in Duval County, Florida, which is described in the attached Exhibit A (the "Property") and which is a portion of a larger parcel described in the attached Exhibit B (the "Master Property"). TO HAVE AND TO HOLD the Land, together with all tenements, improvements, hereditaments, easements, benefits, rights, privileges, and appurtenances belonging to or benefiting the Land forever in FEE SIMPLE. AND GRANTOR HEREBY COVENANTS with Grantee that the Grantor is lawfully seized of the Land in fee simple; that Grantor has good right and lawful authority to sell and convey the Land; and that Grantor hereby fully warrants the title to the Land and will defend the same against the lawful claims of all persons claiming by, through or under Grantor but against no other, subject only to the matters set forth on Exhibit C attached hereto (the "Permitted Exceptions"). [SIGNATURE APPEARS ON FOLLOWING PAGE] AMENDED AGENDA ITEM #JB March 14, 2016 IN WITNESS WHEREOF, the Grantor has executed this Deed as of the day and year first above written. WITNESSES: GRANTOR: TBR AQUATIC OWNER, LLC a Delaware limited liability company PrintName: ________________ _ By: _________________ _ Name: ------------------------------- Print Name: Title: ____________________________ _ ----------------- STATE OF _______ ) ) SS: COUNTY OF ______ ) I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed before this day of , 20_ by , as of TBR AQUATIC OWNER, LLC, a Delaware limited liability company, on behalf of said limited liability company. He is personally known to me or has produced as identification. --------------------------------- Notary Public, State of _____________ _ Printed Name: ___________________ __ My commission expires: . [Notary Seal] EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY [TO BE INSERTED] AMENDED AGENDA ITEM #JB March 14, 2016 EXHIDIT "B II LEGAL DESCRIPTION OF MASTER PROPERTY AMENDED AGENDA ITEM #3B March 14, 2016 THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND, SITUATE, LYING AND BEING A PART OF THE CASTRO Y. FERRER GRANT, SECTION 38, TOWNSHIP 2 SOUTH, RANGE 29 EAST, DUVAL COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENONG AT THE SOUTHWEST CORNER OF THOSE CERTAIN LANDS SHOWN ON PLAT OF ROYAL PALMS ACRES, AS RECORDED IN PLAT BOOK 34, PAGE 92 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 7° 16' 02" EAST ALONG THE WESTERLY LINE OF THOSE CERTAIN LANDS DESCRIBED IN DEED, RECORDED IN OFFICIAL RECORD VOLUME 3248, PAGE 509 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, 285.23 FEET TO THE SOUTHWEST CORNER THEREOF FOR A POINT OF BEGINNING; THENCE CONTINUING SOUTH 7° 16' 02" EAST AND ALONG THE WEST LINE OF THOSE CERTAIN LANDS DESCRIBED IN OFFICIAL RECORD VOLUME 2479, PAGE 717 OF SAID PUBLIC RECORDS, 525.88 FEET TO A POINT SITUATE IN THE NORTHERLY RIGHT OF WAY LINE OF ATLANTIC BOULEVARD (100-FOOT RIGHT OF WAY AS NOW ESTABLISHED); THENCE NORTH 89° 18' 38" EAST ALONG SAID NORTHERLY RIGHT OF WAY LINE OF ATLANTIC BOULEVARD, 152.25 FEET TO ITS INTERSECTION WITH THE WESTERLY RIGHT OF WAY LINE OF AQUATIC DRIVE (A GO-FOOT RIGHT OF WAY AS NOW ESTABLISHED); THENCE NORTH 7° 16' 02" WEST ALONG SAID WESTERLY RIGHT OF WAY LINE OF AQUATIC DRIVE, 133.38 FEET TO AN ANGLE POINT IN SAID WESTERLY RIGHT OF WAY LINE; THENCE CONTINUING ALONG SAID WESTERLY RIGHT OF WAY LINE OF AQUATIC DRIVE NORTH 11° 42' 30" WEST, 411.18 FEET TO A POINT SITUATE IN THE SOUTH LINE OF SAID LANDS DESCRIBED IN OFFIOAL RECORDS VOLUME 3248, PAGE 509, THENCE SOUTH 82° 43' 58" WEST ALONG SAID LAST MENTIONED SOUTH LINE, 119.41 FEET TO THE POINT OF BEGINNING. EXHIBIT "C" PERMITTED EXCEPTIONS [TO BE INSERTED] AMENDED AGENDA ITEM #3B March 14, 2016 ExhibitB Easement Agreement [See Attached] AMENDED AGENDA ITEM #JB March 14,2016 PREPARED BY AND AFTER RECORDING, RETURN TO: Eric R. Wilensky, Esq. Nelson Mullins Riley & Scarborough LLP 201 1 ih St, NW, Suite 1700 Atlanta, GA 30363 AMENDED AGENDA ITEM #38 March 14, 2016 STORMW ATER DETENTION POND EASEMENT AGREEMENT THIS STORMWATER DETENTION POND EASEMENT AGREEMENT (this "Agreement") made as of the_ day of , 20_ (the "Effective Date") by and between TBR AQUATIC OWNER, LLC, a Delaware limited liability company ("Apartment Owner"), and CITY OF ATLANTIC BEACH, a corporate body politic ("COAB"). WIT N E S SETH: WHEREAS, COAB owns certain real property located in the City of Atlantic Beach, Duval County, Florida as more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "COAB Property"); WHEREAS, Apartment Owner owns certain real property located in the City of Atlantic Beach, Duval County, Florida and more particularly described on Exhibit B attached hereto and incorporated herein by reference (the "Apartment Property"); and WHEREAS, COAB desires to grant to Apartment Owner certain easement rights with respect to the COAB Property, and to allocate certain installation and maintenance responsibilities in connection with those rights, on the terms and conditions herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby covenant and agree to and with each other as follows: AMENDED AGENDA ITEM #3B March 14,2016 1. Permanent Easements to Apartment Owner. Subject to the terms hereof, COAB hereby grants and conveys to Apartment Owner a perpetual, non-exclusive right and easement for Apartment Owner to drain into and retain any and all surface water and storm water flowing from the Apartment Property, as the Apartment Property may be improved from time to time, over, under or across the COAB Property and into that certain stormwater detention pond which is more particularly described on the plans and specifications attached hereto as Exhibit C and made a part hereof (the "Stormwater Detention Pond"), as well as the right to enter onto the COAB Property in order to perform any and all maintenance actions as it shall be permitted to perform as set forth in this Agreement. 2. Maintenance, Repair and Operation. COAB shall be solely responsible for the maintenance, repair and operation of the Stormwater Detention Pond and any associated facilities located on the COAB Property. Notwithstanding the above, Apartment Owner may from time to time, at its sole cost and expense, perform such landscaping, maintenance or repair activities to the Stormwater Detention Pond, or other associated facilities located on the COAB Property, as it shall deem advisable or desirable (which may include landscaping, maintenance or repair activities which are exclusively aesthetic in nature). 3. Duration; Running with the Land. Except as otherwise set forth herein, the provisions of this Agreement shall run with the land and shall run with and bind title to the COAB Property and the Apartment Property, bind upon and inure to the benefit of all parties hereto, and their respective heirs, executors, legal representatives, successors, assigns and successors-in-title, and remain in effect perpetually to the extent permitted by applicable law. 4. Rights in the Event of a Default. In the event that either party fails to perform any obligation it is required to perform under this Agreement, the non-defaulting party shall deliver notice of such failure to the defaulting party. Upon the receipt of such notice, the defaulting party shall have fifteen (15) days to perform the relevant obligation, or to take substantial steps toward completion of such obligation and thereafter to diligently complete such obligation. If the default is performance related, the remaining provisions of this Section 4 shall govern such default. If the defaulting party fails to complete the obligation, or to take substantial steps toward completion of the obligation, within such fifteen (15) day period, and thereafter to diligently complete such obligation, the non-defaulting party shall have the right to complete the required obligation at the expense of the defaulting party. If either party exercises its rights to go upon the other's property pursuant to this Section 4, such non-defaulting party shall use good faith, commercially reasonable efforts to avoid causing any material adverse effect on the defaulting party's property or any material interference with the operations thereon. Any non- defaulting party that performs a defaulting party's obligation pursuant to this Section 4 shall provide to the defaulting party invoices or other reasonable evidence of expenditures for the costs incurred therewith. On or before the date that is twenty (20) days following its receipt of same, the defaulting party shall deliver payment of such amounts to the non-defaulting party. If the non-defaulting party does not receive such reimbursement within such twenty (20) day period, then the non-defaulting party shall have lien rights against the property of the defaulting party in accordance with the applicable mechanics' and materialman's lien statutes of the State of Florida. In no event shall either party have the right to terminate the easements created herein as a result of a default by the other hereunder. 2 AMENDED AGENDA ITEM #3B March 14, 2016 5. Indemnity. Each party shall indemnify, defend, and save harmless the other from and against any and all third party claims, suits, demands, actions, fines, damages, liabilities, costs and expenses suffered or incurred by the indemnified party which result directly from any of the indemnifying party's activities on the property of the indemnified party, except to the extent that such claims arise from the gross negligence or willful misconduct of the indemnified party. 6. Miscellaneous. (a) Governing Law. This Agreement shall be construed and interpreted under the laws of the State of Florida. (b) No Partnership or Joint Venture. This Agreement does not create an association, partnership, joint venture or a principal and agency relationship between the parties hereto. (c) Cumulative Rights; No Waiver. Except as otherwise expressly set forth in this Agreement, all rights, powers and privileges conferred hereunder upon the parties are cumulative but not restlicted to those given by law. No failure of any party to exercise any power given such party hereunder or to insist upon strict compliance by any other party to its obligations hereunder, and no custom or practice of the parties in variance with the terms hereof, constitutes a waiver of any party's right to demand exact compliance with the terms hereof. (d) Severability. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision is ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. (e) Amendments. Neither this Agreement nor any provision hereof may be changed, waived, discharged, modified, or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge, modification, or termination is sought. (f) Notices. Any written notices required to be provided hereunder shall be deemed delivered and received (a) as of the date of hand delivery; (b) as of the date that is one (1) day following the deposit of such notice with a reputable national courier service for overnight delivery; or (c) as of the date of such notice's transmission via electronic mail or facsimile (with a hard copy of such notice to be sent by one of the other methods set forth in (a) or (b) above): COAB: Attention: ------ Email: 3 With a copy to: Apartment Owner: With a copy to: Attention: ------ Email: ------ c/o TriBridge Residential, LLC 1575 Northside Drive NW Suite 200, Building 100 Atlanta, Georgia 30318 Attention: Steven Broome Email: steveb@tribridgeres.com TBR Aquatic Owner, LLC c/o TriBridge Residential, LLC 1575 Northside Drive NW Suite 200, Building 100 Atlanta, Georgia 3 0318 Attention: Katherine Mosley Email: katherinem@tribridgeres. com Nelson Mullins Riley & Scarborough LLP 201 17th Street NW, Suite 1700 Atlanta, Georgia 30363 Attn: Eric Wilensky Email: eric.wilensky@nelsonmullins.com Or such other address as may be provided to the other party in writing. AMENDED AGENDA ITEM #3B March 14, 2016 (g) Further Assurances. The parties to this Agreement agree to cooperate with one another in executing any additional documents or agreements necessary to carry out the covenants contained in this Agreement. (h) Counterparts. This Agreement may be signed in counterparts which, when assembled, constitute one agreement. (i) Apartment Property is Legal Conforming. Despite the conveyance of that certain real property by the Apartment Owner to COAB by that certain Special Warranty Deed recorded in the real property records of Duval County, Florida and being of even date herewith (which such real property is now part of the COAB Property), COAB agrees and acknowledges that so long as no more than twenty-three (23) townhomes are constructed on the Apartment 4 AMENDED AGENDA ITEM #3B March 14,2016 Property, the Apartment Property shall be deemed and treated as a legal conforming parcel for all purposes under COAB's land development regulations, as amended. [EXECUTIONS ON THE FOLLOWING PAGES] 5 AMENDED AGENDA ITEM #38 March 14, 2016 IN WITNESS WHEREOF, each of the parties hereto has caused these presents to be signed by its respective duly authorized officer or representative, and its seal to be affixed hereto, as of the day, month and year first above stated. WITNESSES: APARTMENT OWNER: TBR AQUATIC OWNER, LLC a Delaware limited liability company Print Name: ----------------- By: _________________ __ Print Name: -----------------Name: --------------------------------Title: --------------------------------- STATE OF _______ ). ) SS: COUNTY OF ______ ) I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed before this day of , 20_ by , as of ____________ , LLC, a Delaware limited liability company, on behalf of said limited liability company. He is personally known to me or has produced as identification. --------------------~- Notary Public, State of ____________ _ Printed N arne: ------------~------------My commission expires: [Notary Seal] (EXECUTION CONTINUES ON THE FOLLOWING PAGE] WITNESSES: PrintName: ________________ _ Print Name: _______________ _ STATE OF _______ ) ) SS: COUNTY OF ______ ) COAB: CITY OF ATLANTIC BEACH a corporate body politic AMENDED AGENDA ITEM #3B March 14, 2016 By: ____________________________ _ Name: --------------------------------Title: ___________________ _ I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed before this day of , 20_ by , as of City of Atlantic Beach, a , on behalf of said . He is personally known to me or has produced as identification. Notary Public, State of ____________ _ Printed Name: ------------------My commission expires: [Notary Seal] 7 Exhibit A COAB Property AMENDED AGENDA ITEM #38 March 14, 2016 A PART OF THE CASTRO Y. FERRER GRANT, SECTION 38, TOWNSHIP 2 SOUTH, RANGE 29 EAST, DUVAL COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF REFERENCE, COMMENCE AT THE SOUTHEAST CORNER OF ATLANTIC BEACH VILLA UNIT NO.2 AS RECORDED IN PLAT BOOK 31 PAGE 13 OF THE CURRENT PUBLIC RECORDS OF DUVAL COUNTY, FLORIDA: THENCE RUN SOUTH 07°16'02" EAST ALONG A SOUTHERLY PROJECTION OF THE EAST LINE OF SAID SUBDIVISION, . AND ALONG THE WESTERLY LINE OF AQUATIC GARDENS AS RECORDED IN PLAT BOOK 38 PAGES 71 AND 71A OF THE PUBLIC RECORDS OF SAID COUNTY, A DISTANCE OF 400.62 FEET TO THE POINT OF BEGINNING BEING A POINT ON THE EAST LINE OF LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 6953, PAGE 1073 OF SAID PUBLIC RECORDS; THENCE CONTINUE SOUTH 07°16'02" EAST, A DISTANCE OF 175.32 FEET TO THE NORTHEAST CORNER OF THE LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 9574 PAGE 1103 OF SAID PUBLIC RECORDS; THENCE RUN SOUTH 89°19'14» WEST ALONG THE NORTHERLY LINE OF SAID LANDS AND ALONG THE SOUTHERLY LINE OF LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 6953, PAGE 1073, AFORESAID, A DISTANCE OF 500.30 TO THE EASTERLY LINE OF THOSE LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 4817 PAGE 722 OF SAID PUBLIC RECORDS, BEING ALSO THE SOUTHWEST CORNER OF LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 6953, PAGE 1073 AFORESAID; THENCE NORm 07°30'25" WEST ALONG SAID EASTERLY LINE, BEING ALSO THE WESTERLY LINE OF LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 6953, PAGE 1073 AFORESAID, A DISTANCE OF 175.37 FEET; THENCE DEPARTING SAID LINE RUN NORTH 89°19'14" EAST A DISTANCE OF 500.76 FEET TO THE POINT OF BEGINNING. TOGETHER WITH: [INSERT LEGAL DESCRIPTION OF TRANFERRED PROPERTY] 8 Exhibit B Apartment Property AMENDED AGENDA ITEM #3B March 14, 2016 THAT CERTAIN PIECE, PARCEL OR TRACf OF LAND, SITUATE, LYING AND BEING A PART OF THE CASTRO Y. FERRER GRANT, SECfiON 38, TOWNSHIP 2 SOUTH, RANGE 29 EAST, DUVAL COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRiBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THOSE CERTAIN LANDS SHOWN ON PLAT OF ROYAL PALMS ACRES, AS RECORDED IN PLAT BOOK 34, PAGE 92 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 7° 16' 02" EAST ALONG THE WESTERLY LINE OF THOSE CERTAIN LANDS DESCRIBED IN DEED, RECORDED IN OFFICIAL RECORD VOLUME 3248, PAGE 509 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, 285.23 FEET TO THE SOUTHWEST CORNER THEREOF FOR A POINT OF BEGINNING; THENCE CONTINUING SOUTH 7° 16' 02" EAST AND ALONG THE WEST LINE OF THOSE CERTAIN LANDS DESCRIBED IN OFFICIAL RECORD VOLUME 2479, PAGE 717 OF SAID PUBLIC RECORDS, 525.88 FEET TO A POINt SITUATE IN THE NORTHERLY RIGHT OF WAY LINE OF ATLANTIC BOULEVARD (100-FOOT RIGHT OF WAY AS NOW ESTABLISHED); THENCE NORTH 89° 18' 38" EAST ALONG SAID NORTHERLY RIGHT OF WAY LINE OF ATLANTIC BOULEVARD, 152.25 FEET TO ITS INTERSECTION WITH THE WESTERLY RIGHT OF WAY LINE OF AQUATIC DRIVE (A 60-FOOT RIGHT OF WAY AS NOW ESTABLISHED); THENCE NORTH 7° 16' 02" WEST ALONG SAID WESTERLY RIGHT OF WAY LINE OF AQUATIC DRIVE, 133.38 FEET TO AN ANGLE POINT IN SAID WESTERLY RIGHT OF WAY LINE; THENCE CONTINUING ALONG SAID WESTERLY RIGHT OF WAY LINE OF AQUATIC DRIVE NORTH 11° 42.' 30" WEST, 411.18 FEET TO A POINT SITUATE IN THE SOUTH LINE OF SAID LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 3248, PAGE 509, THENCE SOUTH 82° 43' 58" WEST ALONG SAID LAST MENTIONED SOUTH LINE, 119.41 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT: [INSERT LEGAL DESCRIPTION OF TRANFERRED PROPERTY] 9 Exhibit C Plans and Specifications for Stormwater Detention Pond [To Be Inserted] AMENDED AGENDA ITEM #3B March 14, 2016 Exhibit C Temporary Construction Easement Agreement [See Attached] AMENDED AGENDA ITEM #3B March 14, 2016 PREPARED BY AND AFTER RECORDING, RETURN TO: Eric R. Wilensky, Esq. Nelson Mullins Riley & Scarborough LLP 201 17th St, NW, Suite 1700 Atlanta, GA 30363 TEMPORARY CONSTRUCTION EASEMENT AGREEMENT AMENDED AGENDA ITEM #38 March 14, 2016 THIS TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (this "Agreement") made as of the _ day of , 20_ (the "Effective Date") by and between TBR AQUATIC OWNER, LLC, a Delaware limited liability company ("Apartment Owner"), and CITY OF ATLANTIC BEACH, a corporate body politic ("COAB"). WIT N E S SETH: WHEREAS, COAB owns certain real property located in the City of Atlantic Beach, Duval County, Florida as more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "COAB Property"); WHEREAS, Apartment Owner owns certain real property property located in the City of Atlantic Beach, Duval County, Florida and more particularly described on Exhibit B attached hereto and incorporated herein by reference (the "Apartment Property"); and WHEREAS, COAB desires to grant to Apartment Owner a temporary construction easement over the COAB Property in order to expand an existing stormwater detention pond, on the terms and conditions herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby covenant and agree to and with each other as follows: Al\1ENDED AGENDA ITEM #3B March 14, 2016 1. Temporary Construction Easement. COAB hereby grants and conveys to Apartment Owner, its employees, agents, licensees, guests, and contractors, a temporary, non- exclusive easement (the "Temporary Construction Easement") on, over, across, in and through such portions of the COAB Property as may be reasonably required for purposes of accessing, staging and constructing an expansion of the existing stormwater detention pond thereon (the "Stormwater Detention Pond") and associated facilities which include, but are not limited to, a pavilion, a fence and a retaining wall (such associated facilities together with the Stormwater Detention Pond to be hereinafter referred to as the "Storm Water Detention Facilities"). The Temporary Construction Easement shall include, without limitation, the right of vehicular and pedestrian ingress, egress and regress for the movement of building materials and equipment needed for such construction activities. Apartment Owner also agrees that it shall indemnify and hold COAB harmless against all claims of liens on the COAB Property which arise from Apartment Owner's, its agents, contractors or employees, use of the Temporary Construction Easement, or any damage or destruction to the COAB Property caused by Apartment Owner, its agents, contractors or employees, as a result of its use of the Temporary Construction Easement. The Temporary Construction Easement shall automatically terminate upon the earlier of: (a) completion of construction of the Storm Water Detention Facilities, or (b) the date which is twenty-four (24) months from the date hereof 2. Dog Park Closure. In connection with the construction activities of Apartment Owner on the COAB Property, Apartment Owner shall have the right to close to the public the dog park and any other publicly accessible areas of the COAB Property for such periods of time as Apartment Owner shall deem necessary to perform the construction and expansion activities authorized under Section 1; provided, however, that in no event shall Apartment Owner close the dog park or other publicly accessible areas of the COAB Property for more than sixty (60) days in the aggregate (the "Closure Period"). Notwithstanding the above sentence, Apartment Owner (with the consent of COAB) shall have two (2) options to extend the Closure Period by fifteen (15) days each by providing written notice to COAB not less than five (5) days prior to such extension. To close the dog park or any other publicly accessible areas of the COAB Property as set forth in this Section 2, Apartment Owner shall give five (5) days written notice to COAB and shall place a sign on the COAB Property not less than five (5) days in advance of such closure advising the public of the length of the closure. Apartment Owner agrees that, to the extent it closes the dog park to public access, it shall pay to COAB the sum of One Thousand Five Hundred and No/100 Dollars ($1,500.00) for each calendar month the dog park is closed. To the extent the dog park is closed for less than a full calendar month (i.e. the dog park is closes after the first day of the calendar month or opens before the last day of the calendar month), then Apartment Owner shall pay to COAB a prorated amount for said calendar month. 3. No Sunday Work. Apartment Owner agrees that, during the term of this Agreement, it shall not perform, nor permit any of its agents, contractors or employees to perform, any construction work on the COAB Property which has otherwise been authorized under this Agreement. 4. Construction. Apartment Owner shall, at its sole cost and expense, construct and complete the Stormwater Detention Facilities. Such construction shall be performed and completed in a good and workmanlike manner, and pursuant to all permits, authorizations and approvals as may be required by the applicable governmental authorities. 2 AMENDED AGENDA ITEM #3B March 14, 2016 5. Post-Construction Maintenance, Repair and Operation. COAB shall be solely responsible for the maintenance, repair and operation of the Stormwater Detention Facilities after completion of the construction referenced herein. 6. Duration; Running with the Land. Except as otherwise set forth herein, the provisions of this Agreement shall run with and bind title to the COAB Property and shall remain in effect perpetually to the extent permitted by applicable law. 7. Rights in the Event of a Default. In the event that either party fails to perform any obligation it is required to perform under this Agreement, the non-defaulting party shall deliver notice of such failure to the defaulting party. Upon the receipt of such notice, the defaulting party shall have fifteen (15) days to perform the relevant obligation, or to take substantial steps toward completion of such obligation and thereafter to diligently complete such obligation. If the default is performance related, the remaining provisions of this Section 7 shall govern such default. If the defaulting party fails to complete the obligation, or to take substantial steps toward completion of the obligation, within such fifteen (15) day period, and thereafter to diligently complete such obligation, the non-defaulting party shall have the right to complete the required obligation at the expense of the defaulting party. If either party exercises its rights to go upon the other's property pursuant to this Section 7, such non-defaulting party shall use good faith, commercially reasonable efforts to avoid causing any material adverse effect on the defaulting party's property or any material interference with the operations thereon. Any non- defaulting party that performs a defaulting party's obligation pursuant to this Section 7 shall provide to the defaulting party invoices or other reasonable evidence of expenditures for the costs incurred therewith. On or before the date that is twenty (20) days following its receipt of same, the defaulting party shall deliver payment of such amounts to the non-defaulting party. If the non-defaulting party does not receive such reimbursement within such twenty (20) day period, then the non-defaulting party shall have lien rights against the property of the defaulting party in accordance with the applicable mechanics' and materialman's lien statutes of the State of Florida. In no event shall either party have the right to terminate the easements created herein as a result of a default by the other hereunder. 8. Indemnity. Each party shall indemnify, defend, and save harmless the other from and against any and all third party claims, suits, demands, actions, fines, damages, liabilities, costs and expenses suffered or incurred by the indemnified party which result directly from any of the indemnifying party's activities on the property of the indemnified party, except to the extent that such claims arise from the gross negligence or willful misconduct of the indemnified party. 9. Miscellaneous. (a) Governing Law. This Agreement shall be construed and interpreted under the laws ofthe State of Florida. (b) No Partnership or Joint Venture. This Agreement does not create an association, partnership, joint venture or a principal and agency relationship between the parties hereto. 3 AMENDED AGENDA ITEM #38 March 14, 2016 (c) Cumulative Rights; No Waiver. Except as otherwise expressly set forth in this Agreement, all rights, powers and privileges conferred hereunder upon the parties are cumulative but not restricted to those given by law. No failure of any party to exercise any power given such party hereunder or to insist upon strict compliance by any other party to its obligations hereunder, and no custom or practice of the parties in variance with the terms hereof, constitutes a waiver of any party's right to demand exact compliance with the terms hereof. (d) Severability. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision is ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. (e) Amendments. Neither this Agreement nor any provision hereof may be changed, waived, discharged, modified, or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge, modification, or termination is sought. (f) Notices. Any written notices required to be provided hereunder shall be deemed delivered and received (a) as of the date of hand delivery; (b) as of the date that is one (1) day following the deposit of such notice with a reputable national courier service for overnight delivery; or (c) as of the date of such notice's transmission via electronic mail or facsimile (with a hard copy of such notice to be sent by one of the other methods set forth in (a) or (b) above): COAB: With a copy to: Apartment Owner: Attention: ------ Email: ------ Attention: ------ Email: ------ c/o TriBridge Residential, LLC 1575 Northside Drive NW Suite 200, Building 100 Atlanta, Georgia 30318 Attention: Steven Broome 4 With a copy to: Email: steveb@tribridgeres.com TBR Aquatic Owner, LLC c/o TriBridge Residential, LLC 1575 Northside Drive NW Suite 200, Building 100 Atlanta, Georgia 30318 Attention: Katherine Mosley Email: katherinem@tribridgeres. com Nelson Mullins Riley & Scarborough LLP 201 17th Street NW, Suite 1700 Atlanta, Georgia 30363 Attn: Eric Wilensky Email: eric. wilensky@nelsonmullins.com Or such other address as may be provided to the other party in writing. AMENDED AGENDA ITEM lt3B March 14, 2016 (g) Further Assurances. The pmiies to this Agreement agree to cooperate with one another in executing any additional documents or agreements necessary to carry out the covenants contained in this Agreement. (h) Counterparts. This Agreement may be signed in counterparts which, when assembled, constitute one agreement. 5 AMENDED AGENDA ITEM #3B March 14, 2016 IN WITNESS WHEREOF, each of the parties hereto has caused these presents to be signed by its respective duly authorized officer or representative, and its seal to be affixed hereto, as of the day, month and year first above stated. WITNESSES: APARTMENT OWNER: TBR AQUATIC OWNER, LLC a Delaware limited liability company Print Name: ----------------- By: ______________________________ ___ Name: --------------------------------Title: __________________________ _ Print Name: --------------- STATE OF ______ ) ) SS: COUNTY OF ______ ) I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed before this day of , 20_ by , as of ____________ , LLC, a Delaware limited liability company, on behalf of said limited liability company. He IS personally known to me or has produced as identification. ------------------------- Notary Public, State of ____________ _ Printed N arne: ----------------------My commission expires: [Notary Seal] [EXECUTION CONTINUES ON THE FOLLOWING PAGE] 6 WITNESSES: Print Name: ----------------- Print Name: ----------------- STATE OF _______ ) ) SS: COUNTY OF ______ ) COAB: CITY OF ATLANTIC BEACH a corporate body politic AMENDED AGENDA ITEM #JB March 14, 2016 By: ______________________________ ___ Name: --------------------------------Title: ______________________________ _ I HEREBY CERTIFY that the foregoing instrument was acknowledged and executed before this day of , 20 __ by , as of City of Atlantic Beach, a , on behalf of said . He is personally known to me or has produced as identification. Notary Public, State of ______________ _ Printed Name: _______________________ __ My commission expires: [Notary Seal] 7 Exhibit A COAB Property i AMENDED AGENDA ITEM #JB i March 14,2016 j A PART OF THE CASTRO Y. FERRER GRANT, SECTION 38, TOWNSIDP 2 SOUTH, RANGE 29 EAST, DUVAL COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: FOR A POINT OF REFERENCE, COMMENCE AT THE SOUTHEAST CORNER OF ATLANTIC BEACH VILLA UNIT NO.2 AS RECORDED IN PLAT BOOK 31 PAGE 13 OF THE CURRENT PUBLIC RECORDS OF DUVAL COUNTY, FLORIDA: THENCE RUN SOUTH 07°16'02" EAST ALONG A SOUTHERLY PROJECTION OF THE EAST LINE OF SAID SUBDIVISION, . AND ALONG THE WESTERLY LINE OF AQUATIC GARDENS AS RECORDED IN PLAT BOOK 38 PAGES 71 AND 71A OF THE PUBLIC RECORDS OF SAID COUNTY, A DISTANCE OF 400.62 FEET TO THE POINT OF BEGINNING BEING A POINT ON THE EAST LINE OF LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 6953, PAGE 1073 OF SAID PUBLIC RECORDS; THENCE CONTINUE SOUTH 07°16'02" EAST, A DISTANCE OF 175.32 FEET TO THE NORTHEAST CORNER OF THE LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 9574 PAGE 1103 OF SAID PUBLIC RECORDS; THENCE RUN SOUTH 89°19'14" WEST ALONG THE NORTHERLY LINE OF SAID LANDS AND ALONG THE SOUTHERLY LINE OF LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 6953, PAGE 1073, AFORESAID, A DISTANCE OF 500.30 TO THE EASTERLY LINE OF TIIOSE LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 4817 PAGE 722 OF SAID PUBLIC RECORDS, BEING ALSO THE SOUTHWEST CORNER OF LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 6953, PAGE 1073 AFORESAID; THENCE NORTH 07°30'25" WEST ALONG SAID EASTERLY LINE, BEING ALSO THE WESTERLY LINE OF LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 6953, PAGE 1073 AFORESAID, A DISTANCE OF 175.37 FEET; THENCE DEPARTING SAID LINE RUN NORTH 89°19'14" EAST A DISTANCE OF 500.76 FEET TO THE POINT OF BEGINNING. TOGETHER WITH: [INSERT LEGAL DESCRIPTION OF TRANFERRED PROPERTY] 8 AMENDE}} AGENDA ITEM#3B I March 14, 2016 I ExhibitB Apartment Property THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND, SITUATE, LYING AND BEING A PART OF THE CASTRO Y. FERRER GRANT, SECTION 38, TOWNSHIP 2 SOUTH, RANGE 29 EAST, DUVAL COUNTY, FLORIDA, AND BEING MORE PARTICULARLY DESCRiBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF THOSE CERTAIN LANDS SHOWN ON PLAT OF ROYAL PALMS ACRES, AS RECORDED IN PLAT BOOK 34, PAGE 92 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 7° 16' 02" EAST ALONG THE WESTERLY LINE OF THOSE CERTAIN LANDS DESCRIBED IN DEED, RECORDED IN OFFIOAL RECORD VOLUME 3248, PAGE 509 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, 285.23 FEET TO THE SOUTHWEST CORNER THEREOF FOR A POINT OF BEGINNING; THENCE CONTINUING SOUTH 7° 16' 02" EAST AND ALONG THE WEST LINE OF THOSE CERTAIN LANDS DESCRIBED IN OFFIOAL RECORD VOLUME 2479, PAGE 717 OF SAID PUBLIC RECORDS, 525.88 FEET TO A POINT SITUATE IN THE NORTHERLY RIGHT OF WAY LINE OF ATLANTIC BOULEVARD (100-FOOT RIGHT OF WAY AS NOW ESTABLISHED); THENCE NORTH 89° 18' 38" EAST ALONG SAID NORTHERLY RIGHT OF WAY LINE OF ATLANTIC BOULEVARD, 152.25 FEET TO ITS INTERSECTION WITH THE WESTERLY RIGHT OF WAY LINE OF AQUATIC DRIVE (A 60-FOOT RIGHT OF WAY AS NOW ESTABLISHED); THENCE NORTH 7° 16' 02" WEST ALONG SAID WESTERLY RIGHT OF WAY LINE OF AQUATIC DRIVE, 13:3.38 FEET TO AN ANGLE POINT IN SAID WESTERLY RIGHT OF WAY LINE; THENCE CONTINUING ALONG SAID WESTERLY RIGHT OF WAY LINE OF AQUATIC DRIVE NORTH 11° 42.T 30" WEST, 411.18 FEET TO A POINT SITUATE IN THE SOUTH LINE OF SAID LANDS DESCRIBED IN OFFICIAL RECORDS VOLUME 3248, PAGE 509, THENCE SOUTH 82° 43' 58" WEST ALONG SAID lAST MENTIONED SOUTH LINE, 119.41 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT: [INSERT LEGAL DESCRIPTION OF TRANFERRED PROPERTY] 9 ExhibitD Escrow Instruction Letter [See Attached] AMENDED AGENDA ITEM #38 March 14, 2016 Nelson Mullins Nelson Mullins Riley & Scarborough LLP Attorneys and Counselors at Law Atlantic Station I 201 17th Street, NW I Suite 1700 I Atlanta, GA 30363 Tel: 404.322.6000 Fax: 404.322.6050 www.nelsonmullins.corn March_, 2016 VIA OVERNIGHT DELIVERY AND EMAIL S. Marcus Calloway Calloway Title & Escrow, LLC 4170 Ashford Dunwoody Road Suite 285 Atlanta, GA 30319 AMENDED AGENDA ITEM #3B March 14,2016 Andrew Mullen Tel: 404.322.617 4 andrew .mullen@nelsonmullins.com Re: Duval County, Florida -Stormwater Detention Pond Easement and Property Conveyance Closing Document Escrow Instructions Dear Mr. Calloway: Delivered into escrow to be held in trust by you please find enclosed executed copies of that certain Special Warranty Deed (the "Special Warranty Deed") from TBR Aquatic Owner, LLC ("TBR") to the City of Atlantic Beach ("COAB"), that certain Stormwater Detention Pond Easement Agreement (the "Easement Agreement") executed by COAB in favor of TBR, as well as that certain Temporary Construction Easement Agreement (the "Temporary Construction Easement Agreement") executed by COAB in favor ofTBR. You are authorized to assemble into counterparts, as necessary, date as of the Closing Date (hereinafter defined), retain, record, and/or deliver, as the case may be, the Special Warranty Deed and the Easement Agreement, upon, and only upon, the satisfaction of the following conditions (collectively, the "Closing Conditions"): a) TBR and COAB have each approved, or been deemed to have approved pursuant to that certain Letter Agreement dated March _, 2016 (the "Letter Agreement"), the legal description which is to be attached to the Special Warranty Deed as Exhibit A thereto; b) TBR and COAB have each approved, or been deemed to have approved pursuant to the Letter Agreement, the Plans and Specifications which are to be attached to the Easement Agreement as Exhibit C thereto; c) TBR has acquired that certain real property which is more particularly described on Schedule 1 attached hereto and incorporated herein by reference (the "Adjoining Property"); Calloway Title & Escrow, LLC Escrow Instruction Letter March_, 2016 AMENDED AGENDA ITEM #3B March 14, 2016 d) TBR has been issued the first certificate of occupancy allowing residential use of a building which has been constructed by TBR, or has been constructed on TBR's behalf, on the Adjoining Property, or such similar documentation which evidences that a building is fit for residential occupancy and which is typically issued by COAB or such other governing authority as has jurisdiction over the same; and e) An authorized representative of Escrow Agent has executed one (1) original counterpart of this Escrow Letter and transmitted a copy of the original to the undersigned by email (with original to follow in the mail). Upon the satisfaction of the Closing Conditions, please undertake and complete the following: 1. Unless instructed otherwise by mutual agreement of both TBR and COAB, date the Special Warranty Deed and the Easement Agreement as of the date all of the Closing Conditions were satisfied (the "Closing Date"); 2. Attach the metes and bounds legal description which has been approved by TBR and COAB, or which has been deemed to have been approved by TBR and COAB pursuant to the Letter Agreement, as Exhibit A to the Special Warranty Deed, as the Together With legal description in Exhibit A to the Easement Agreement, and as the Less and Except legal description in Exhibit B to the Easement Agreement. 3. List all of the permitted exceptions contained within the deed vesting title to the Adjoining Property into TBR as the permitted exceptions on Exhibit B to the Special Warranty Deed. 4. Insert the Plans and Specifications which have been approved by TBR and COAB, or which has been deemed to have been approved by TBR and COAB pursuant to the Letter Agreement, as Exhibit C to the Easement Agreement. 5. Record the Closing Documents in the real estate records of Duval County, Florida in the following order: a. Special Warranty Deed b. Easement Agreement 6. Deliver to the undersigned, as counsel to TBR ("TBR's Counsel"), the original recorded Easement Agreement and a copy of the Special Warranty Deed; 7. Deliver to COAB, as the address set forth in its signature block below, the original recorded Special Warranty Deed and a copy of the Easement Agreement; and 8. Retain for your flles originals or copies, as the case may be, of the Special Warranty Deed and the Easement Agreement. Page 2 of5 Calloway Title & Escrow, LLC Escrow fustruction Letter March_, 2016 AMENDED AGENDA ITEM #3B March 14,2016 If the Closing Conditions are not fully and completely satisfied by 7:00 p.m. Duval County, Florida local time, on the Final Conveyance Date (as defined in the Letter Agreement), Escrow Agent shall: i. return TBR's signature pages to the Special Warranty Deed, the Easement Agreement, and, to the extent the same has not already been recorded per the paragraph immediately below, the Temporary Construction Easement Agreement, to my attention at the address set forth in the letterhead above; and 11. return COAB's signature pages to the Special Warranty Deed, the Easement Agreement, and, to the extent the same has not already been recorded per the paragraph immediately below, the Temporary Construction Easement Agreement, to the address set forth in COAB's signature block below. Notwithstanding the Closing Conditions or anything else in this Escrow Letter to the contrary, Escrow Agent shall record the Temporary Construction Easement Agreement in the real estate records of Duval County, Florida on the date TBR acquires the Adjoining Property. At any time, TBR and COAB may, by mutual written instruction to Escrow Agent, recall the documents being held under cover of this Escrow Letter. Neither TBR nor COAB, without the consent of the other party, shall have the right to recall the documents being held under cover of this Escrow Letter. Please acknowledge your agreement to abide by the terms of this Escrow Letter by signing below and emailing a copy thereof (with executed original to follow via mail) to the undersigned at andrew.mullen@nelsonmullins.com. Enclosures Very truly yours, Andrew Mullen, Esq. [EXECUTION AND ACKNOWELDGEMENT OF ESCROW AGENT AND CITY OF ATLANTIC BEACH ON FOLLOWING PAGES] Page 3 of5 Agreed to and acknowledged this __ day ofMarch, 2016. ESCROW AGENT: CALLOWAY TITLE & ESCROW, LLC By: ____________________ __ Name: ------------------- Title: ------------ [EXECUTION AND ACKNOWLEGMENT OF TBR AND COAB ON FOLLOWING PAGE] AMENDED AGENDA ITEM #3B March 14,2016 AMENDE]} AGENDA ITEM #JB March 14,2016 By execution of this Escrow Letter, COAB and TBR each hereby acknowledge, agree and consent to the escrow instructions contained herein and further acknowledge that such consent is irrevocable so that Escrow Agent shall be permitted to carry out the transaction contemplated in this Escrow Letter without any further instruction or consent from either COAB or TBR, or in lieu of any instructions contrary to those contained in this Escrow Instruction Letter (unless such instructions are by mutual written consent of both TBR and COAB). TBR: COAB: CITY OF ATLANTIC BEACH, a corporate body politic By: ______________ __ Name: ------------------ Title: ------------------ Address: TBR AQUATIC OWNER, LLC, a Delaware limited liability company By: ________________ __ Name: ------------------ Title: ------------------ Address: Page 5 of5 Exhibit E Site Plan [See Attached] AMENDED AGENDA ITEM #3B March 14, 2016 CHECKED BY: __ ALE:~ ORA'nN BY:____f2E_ ' '' '' '' '' '' '' '' '' '' '' '' '' '' ,, ,, ,, ,, ,, ,, ,, ,, v .~ .. • ·"' TLANTIC BOULEVARD STAlE ROAD No. A-1-A ird~r;,._.y PA'>rnA.!lil.CRO,I,I;I BOATWRIGHT LAND 1500 ROBERTS DRIVE JACKSONV1LLE MAP SHOWING SURVEY OF THAT CERTAJN PI£C£. PARCEL OR lRACT OF LAIIfl, S:lllJATE, LYING AND BEmC A PART OF lll( CASTRO Y. FERRER GRANT, SECTlOtl Ja, ro·,m9fP 2 SOUlH. RAt~ 29 £AST, DUVAl.. COUNTY, FLORrOA. AHO BEII/G LIORE PARllcu.ARl.. Y otSOl!Bm AS fCl.LO"IIS: C0UU£UONG AT TH£ S\X.IrnwEST a:ru;ER Of' THOSE CERTNil WIDS ~O'MI OU PLAT OF ROYAL PAl.J,I.S Aat£5, AS RECORDED Ui PLAT BOOK 34-, PAct 92 OF THE CUMEJIT PVBUC RECORDS Of SM) COUNTY; TIIDICE SOUlli n&'OZ" EAST Al!»IG tHE l<£STUILY Lr:t: Of THOSE C£RTA.IN lANDS OESCRLB£0 IN DEED, RECOOOED IU OfflOAl R£CORO VOLUUE J248, PAGE 509 Of' lHE CUAAEPIT Pt.ISUC RECORDS OF SNO coalTY, 285.23 FEET TO lHE S001H'II£ST CORliER rnEREOf FOR A POiNT Of BEWMJIO; THENC€. CO:tnl/Uaro SOIJTif 716'02" EAST ANO AlOUG lHE "'EST UNE OF TI!OSE crRTA!tl lANDS OESCRlBEO IN OfflOAl.. RECORD VOLU!J£ 2-4-79, PAG(: 717 Of SAJO PUSUC RECOROS. 525..88 fEU TO A P<»>T SITUATE 1H TH€ tl'ORlHERLY RIGHT Of WAY USE Of AlVJITIC BOUlEVARD (tDO-FOOT RlGfT OF WAY AS 110'111 ESTABU~ED): lliENC£ 1/0Rnl 6918'38" EAST AlONG SAJO NOR.lHERLY Rlr1H OF WAY L.D.'E Of A'll.AHTIC eotJlEVARO, 15225 FEET TO ITS IH1t:RS£CTIOU 'Mnl. TilE 'M':STUILY R/GiT OF WAY LNE OF AQUAliC DRIVE (A So-FOOT RlGiT OF WAY AS lio-N ESTA9U9iED): THENO:: NORTH 716'02" YI£ST AlONG SAD Y>'£Sl'I:RlY RiGHT OF W"Y UN'E OF AOUATIC DRIVE, 1UJ8 FEET TO An AN«£ PONT !U s.aJO Yo£STERLY RJQ-IT Of W"Y IJHE; TifENC£ CONTllMNC Altli'~G SAID VI£STERlY R!GfT OF W"Y Ull£ OF A.QlMTlC OfU\'E t.'ORTli 11'4:t'.JO" WEST, 411.113 fEET TO A POOiT SllUA.TE IN TH£ SOlfll-l llliE Of 5.IJD LM11S DEsmafD 1!1 OFf!O'AL RF.:COR!lS \'ollJ\l£ 32i-8. PAG£ 509; niOIC£ SOUnl. 82.'4J'se• Vo£:ST Al..O';C SAD LAST AIEHT!ONED SOUnl. Ull£. 119.41 rEET TO nl.E Po:NT Qf"li£QilfU:G. .. • $ \ .. • ~ I . ... ~'O"A'~-J.$&1oq.rt.-o...D!Icznoo ~"B"AALo. .. .2.:n2oq-II..•O..~=­ tiOI..A.'<:I'C'AALo.• 173-.n. 5!'1!1612 2QlZ 3409002 SQifp!U R!l f}(qpi!OfG- NO SCHEDI.II£ Bf .ILATTEJlS TO PLOT. ~~ l.~DlHJTESCO'.U<t'll:PClLioJ>IO lHDI CROON) c.rcmc. 2..'""' D!NiJTPi03t.ERI.5Dl. 3."t'f OCNOTPiCAS'lAl'ol:. lli£ PROPERTY SHO?o"' HEREQ'I APPEARS TO UE rl FLO!D ZOI':E 'X" (AREA OUTS:OE lli£ 0.2% ANNUAl.. CHANCE fl.OCIOPL,\/.I/) AtiD FlDOO Za.IE 'A£" (El. 6) AS 1>D.L AS CA11 BE DETER!JDIID fRQI.I THE FlDOO l'ISURANC£ RATE UA? NUIJBE:R 120JIC04G6H. RE\,SfD .VUE 3, 2013 FOR DUVAl.. COUNTY, fltRlOA. 1liiS SUR'o'EY WAS UAO£ FOR THE BOlU'IT Cf' TliiE!ruOGE RESOOillAL. W:, A GEORGIA UUITEO U,O.S!I..JTY C:<WPANY Rro FIRST AIJERICAH llTl.E 1!/SOfiA.NC£ COI-l!WlY. DONN W. BOATWRIGHT. P.S.M. FlA. UC. SURVEYOR AND MAPPER No. LS 3295 fl.C»>OA. I..ICrnSED SUR\'E'I'\h'G AND WJ'PiHC BUS!NESS "!<>. LB 3572 DATE: OCTOBER m 2015 SHEET _J__()f .....!__ (90-4}Z41-S550 Exhibit F Preliminary Plans [See Attached] AMENDED AGENDA ITEM #3B March 14, 2016 AMENDED AGENDA ITEM ff31l March 14,2016