RESOLUTION NO. 2025-05-455 A RESOLUTION OF THE CITY OF LYNN HAVEN, FLORIDA, APPROVING A DEVELOPMENT AGREEMENT WITH MARINA ISLAND, LLC REGARDING THE DEVELOPMENT OF [139] ACRES OF PROPERTY LOCATED AT THE TERMINUS OF 10TH STREET AS MORE: PARTICULARLY DESCRIBED IN THE AGREEMENT; AUTHORIZING A COMBINATION OF RESIDENTIAL, COMMERCIAL, RECREATIONAL AND MARINA-BASED USES; ESTABLISHING MAXIMUM HEIGHT, DENSITY AND INTENSITY FOR THE DEVELOPMENT; PROVIDING FOR EXECUTION AND RECORDING; AND PROVIDING AN EFFECTIVE DATE. WHEREAS Section 163.3220, Florida Statutes, authorizes local governments to enter into development agreements with developers, subject to the procedures and requirements of SS. 163.3220-163.3243, to ensure the provision of adequate public facilities for development, encourage the efficient use of resources, and reduce the economic cost of development, and WHEREAS over the last several years the City has negotiated with Marina Island, LLC, regarding the redevelopment of the former Fuel Depot property, as an attractive and functional mix ofliving, working, shopping and recreational uses, through the application ofinnovative and flexible planning and development strategies such as clustering, open space and mixed-use development. NOW THEREFORE BE IT RESOLVED by the City Commission of the City of Lynn Haven, that the appropriate officers oft the City are authorized to execute and deliver on behalf of the City that certain Development Agreement between the City and Marina Island, LLC, relating to the development rights for approximately [139] acres of land located at the terminus of 10th Street, in substantially the form attached and presented to the Commission today, with such changes, insertions or omissions as may be approved by the Mayor, whose execution of such agreement shall be conclusive evidence of such approval. This resolution shall become effective upon adoption. PASSED AND ADOPTED this 13th day of May 2025, by the Lynn Haven City Commission meeting in regular session. CITY OF LYNN HAVEN, FLORIDA : 21 Jess/Nelson, Mayor ATTEST: 9 Bupe lch Vickie Gainer, City Manager/Clerk File # 2025026709, OR BK: 4912 PG: 1187, Pages: 1 of61, Recorded 5/13/2025 at 3:49 PM, Bill Kinsaul, Clerk Bay County, Florida Deputy Clerk TM Trans # 2005533 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this "Agreement"): is entered into on this 13 day of MAy 2025, by and between the CITY OF LYNN HAVEN, a municipality of the State of Florida (the "City"), and MARINA ISLAND, LLC, a Florida limited liability company (the "Developer"), for the purpose of: establishing and binding the Developer's development rights for the Property (defined below); providing assurançes to the Developer that upon receipt of Development Orders, it may proceed in accordance with and subject to the conditions of this Agreement; and insuring that this Agreement is in compliance with applicable portions of Sections 163.3220-163.3243, Florida Statutes. I. R E CIT AL S WHEREAS, thei intent ofthe "Florida Local Govemment Development Agreement Act" as expressed in Section 163.3220, Florida Statutes is as follows: "(2) The legislature finds and declares that: (a) The lack of certainty in the approval of development can result in a waste of economic and land resources, discourage sound capital improvement planning and financing, escalate the cost ofhousing and development, and discourage commitment to comprehensive planning. (b) Assurance to a developer that upon receipt of its development permit it may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning proçess, encourages sound capital improvement planning and financing, assists in assuring there are adequate capital facilities for the development, encourages private participation in comprehensive planning, and reduces the economic costs of development. (3) In conformity with, in furtherance of, and to implement the Local Government Comprehensive Planning and Land Development Regulation. Act and thel Florida State Comprehensive Planning Act of 1972, it is the intent of the Legislature to encourage a stronger commitment to comprehensive and capital facilities plaming, ensurethep provision ofadequatepublic facilities fordevelopment, encouraget thee efficient use ofresources, and reduce the economic cost of development. (4) This intent is effected by authorizing local governments to enter into development agreements with developers, subject to the procedures and requirements of SS. 163.3220 - 163.3243"; and WHEREAS, the encouragement of an attractive and functional mix ofliving, working, shopping, and recreational activities is an expressed policyofthe StateofFlorida: and theCityD [Section 187.201(15), Florida Statutes. Comprehensive Plan, Future Land Use Element, Purpose and Goal 1j; and WHEREAS, the creation of partnerships among state govemment, local government, and the private sector which would identify and build needed public facilities and allocate the costs of such 1 107 Filc # 2025026709 BK: 4912 PG: 1188, Pagcs: 2 of 61 facillities among the partners is an expressed policy of the State of Florida and the City [Section 187.201(17), Florida Statutes. Comprehensive Plan, Intergovemmental Coordination, Objective 4, Policy 4-1]; and WHEREAS, the application of innovative and flexible planning and development strategies and creative land use planning techniques such as clustering and open space provisions, and mixed-use development are clearly encouraged and contemplated by the State ofl Florida and the City [Section 163.3168, Florida Statutes. Comprehensive Plan, Conservation Element, Policy 5-6 and Policy 8-2]; and WHEREAS, the Developer desires to develop the Property as a mixed use, water centric development which may include but not be limited to Project-serving commercial properties, single family and multi-family residential units, recreational areas, conservation areas, water related improvements and: marina, all to be substantially developed in accordance with thel Master Plan; and WHEREAS, the Project will necessarily be developed over a number ofyears, and therefore the! Developer is desirous of agreeing upon and reducing to contractual terms, the development rights ofthel Developer with regard to the Property; and WHEREAS, it is in the best interest of the City and the citizens of the City, that the development ofthe Property be completed in a planned and orderly fashion giving consideration to the subjects which will be treated in this Agreement; and WHEREAS, thel Developer and the City have agreed upon terms and conditions relating to the development of the Property and development rights which are acceptable to the Developer and acceptabletoi the City, andi the Developer and the City deem it appropriate that thet terms and conditions oftheir agreements be reduced to written form; and WHEREAS, The Act provides a vehicle for the Developer and the City to document the assurances sought by each; and WHEREAS, pursuant to the requirements of Florida Statutes. 163.3225, the City has held the two required public hearings with respect to this Agreement on the following dates: the 21st day of April, 2025 and the 13th day of May, 2025, with notice of such hearings having been provided as required by law. NOW THEREFORE, in consideration ofthe mutual covenants and conditions set forth herein and other good and valuable considerations, the Developer and the City enter into this Development Agreement. I. REIEVANTHINDINGS 1. The Developer is the owner of the fee simple title to the real property of which the Project is comprised and which is legally described in Exhibit "D" attached hereto, and which is encumbered by this Agreement (the "Property"). Additional parcels of real property may become a part of the Property and would become subject to the terms of this Agreement 2 108 Filc # 2025026709 BK: 4912 PG: 1189, Pagcs: 3 of 61 utilizing the process described in Article VII hereof, 2. The Property consists of approximately 139 acres presently designated in the Lynn Haven Comprehensive Plan adopted by the City pursuant to Section 163, Florida Statutes (the "Comprehensive Plan") on the Future Land Use Map as "Mixed Use," 29 "Commercial" and Industrial." The Developer and the City acknowledge that the Plan contemplates the concentration of development on the most suitable parts of the Property generally in accordance with best development practice ("Clustering") and other innovative development strategies intended to conserve and preserve wetland areas, provide for open space and recreational opportunities, and to conserve and protect natural resources, all of which are: in the best interests oft the City and its residents. 3. Portions ofthe Property border on. Lynn Haven Bayou. The Developer intends to develop the Property using innovative development techniques serving a broad range of purposes, including prudent management ofenvironmentally significant resources and maintenance and potential improvements to water quality in Lynn Haven Bayou. 4. The Developer intends to develop the Property substantially in accordance with its overall site plan, together with the notes thereto to, in accordance with which the Property will be developed (the "Master Plan"), and in accordance with the densities, permitted uses, building heights and intensities and impervious area ratios set forth in this Agreement. Such development will involve substantial capital improvements and other expenditures by the Developer in reliance upon this Agreement and the. Developer's: ability to obtain Development Permits and approvals which will be obtained as a consequence hereof. 5. The Developer acknowledges that it has initiated the request that the City enter into this Agreement; that the terms and conditions ofthe Agreement incorporate proposals made to the City by the Developer; that the City has not required that the Developer draft or enter into this Agreement; and that the City has not initiated any of the specific proposals which have been incorporated into the terms and conditions ofthe. Agreement. m. APPLICABILITY Execution ofthis Agreement is expressly authorized by Section 163.3223, Florida Statutes. IV. PUBLIC HEARINGS Public hearings required to enter into, amend, or revoke this Agreement shall be advertised and held in accordance with the provisions of Section 163.3225, Florida Statutes. V.STATUTORY REQUIREMENIS Required provisions to be included within the Agreement, as set forth in Section 163.3227 of thel Florida Local Government Development Agreement Act, Section 163.3220-3243, Florida Statutes Draft dated 20250422 Filc # 2025026709 BK: 4912 PG: 1190, Pages: 4 of 61 (he "Act"). are hereinafter addressed: 1. Leval Description. Thel legal description ofthe Property: is included in Exhibit "D" hereto. 2. Duration of the Agreement. The duration oft this Agreement shall be thirty (30) years from the date a fully executed. Agreement is recorded in the Official Records ofBay County, Florida, unless otherwise extended by mutual consent of the parties in accordance with applicable law and applicable sections ofthis Agreement. Developer intends to develop the Project in phases as submitted to the City from time to time for approval, such approval not to be unreasonably withheld, conditioned or delayed. 3. Default. (a) By Developer. IfDeveloper shall default in its obligations described in this Agreement, the City shall provide written notice thereof to the Developer specifying in reasonable detail such default, and, ifsuch event of default shall not be cured within thirty (30) days after receipt of such written notice from the City, or if such event of default is of such nature that it cannot be completely cured within such time period, then if the Developer shall nothave commenced to curesuch default within such thirty (30) day period and shall not diligently prosecute such cure such default within such reasonable longer period of time as may be necessary (provided, however, if the Developer is proceeding diligently and in good faith, the curative period shall be extended for aj period: not exceeding twelve (12) months without any approval or consent of the City being required, but such City approval will be required if the curative period is to be extended beyond twelve (12) months), such approval nott tobet unreasonably withheld, conditioned or delayed. Anytime periods or deadlines provided in this Agreement shall bet tolled or extended1 by the amount oftime to cure any event of default hereunder if such event affects the Developer's or the City's ability to perfom by such deadline or the expiration ofsuch period. (b) ByCity. Provided thel Developeri is not theni in default under this Agreement, thereshall be an "event of default" by the City under this Agreement in the event the City shall fail to perform or comply with any material provision of this Agreement applicable to it; provided, however, that suspension of or delay in performance by the City during any period in which the Developeri is in default ofthis Agreement will not constitute an event of default by the City under this subsection 3(b). Ifthe City shall default in its obligations described in this Agreement, Developer shall provide written notice thereof to the City specifying in reasonable detail such default, and, ifsuch event ofdefault shall not be cured within thirty (30) days after receipt ofsuch written notice froml Developer, ori ifsuche event ofdefaulti is ofs suchi nature that it cannotl be completely cured within such timej period, then ifthe City shall nothave commenced to cure such default within sucht thirty (30) day period and shall not diligently prosecute such cure such default within such reasonable longer period oftime as may bes necessary (provided, however, ifthe Cityi is proceeding diligently and in good faith, the curative period shall be extended for aj period not exceeding twelve (12) months without any approval or consent oft the Developer being required, but such Developer approval will ber required ifthed curative! period is tol be extended beyond twelve (12) months), such approval not to be unreasonably withheld, conditioned or delayed.. Any time periods or deadlines provided in this Agreement shall be tolled or extended by the 4 110 Filc # 2025026709 BK: 4912 PG: 1191, Pagcs: 5 of 61 amount oftimet to cure any event ofdefault hereumderi if such event affects the City'sort the Developer's ability toj perform by such deadline or the expiration ofsuch period. 4. Development Rights and Uses. Whenever Developer shall not be in breach of any material covenant ofthis Agreement, the City hereby agrees that during the Term of this Agreement the Developer shall have the right to proceed with the development of the Property substantially in accordance with the tems and conditions of the Master Plan, and the other terms and conditions of this Agreement subject, however, to the acquisition by the Developer of all permits and approvals required by the Comprehensive Plan and Code. Certain ofthe Developer's specific development rights and uses to which the. Property may be put are as follows: (a) Permitted Uses. (Subject to Comprehensive Plan and Code Requirements) (1) Single family residential units. (2) Multi-family residential units. (3) Commercial. (4) Marina with wet slips and dry slips, including without limitation supplemental uses typical for the support of a marina (e.g., marine and watersports sales and rentals, ship store, fuel sales, boat repair & maintenance). (5) Technology facilities and related infrastructure (collectively, "Technology Facilities"). Technology Facilities, may include, without limitation, the following: (a) Buildings and structures designed to house computer servers and related information technology (IT) equipment; (b) Electrical substations, transformers, backup power generators, and other equipment necessary to ensure a reliable power supply; (c) Cooling equipment, HVAC systems, and any ancillary mechanical infrastructure needed to maintain proper environmental conditions for IT equipment; and (d) Telecommunications equipment, fiber optic cable connections, and other related communications infrastructure. i. Utility and Infrastructure Improvements: The Developer may install, upgrade, or otherwise improve electrical, telecommunications, and otherinfrastructure as necessary to support the Technology Facilities. Any such improvements shall be coordinated with local utility providers and comply with the City's 5 111 Filc # 2025026709 BK: 4912 PG: 1192, Pagcs: 6 of 61 standards for infrastructure development, including obtaining all necessary permits and approvals. ii. Noise, Light, and Environmental Controls: The Developer shall implement measures to minimize potential adverse impacts of the Technology Facilities, including: 1. Compliance with noise ordinances and implementation of sound-mitigation measures where necessary (e.g., sound- dampening enclosures for generators or cooling equipment). 2. Shielding and directing external lighting in a manner that prevents light spillage onto neighboring properties. 3. Adherence to environmental standards for air quality, stormwater management, and any applicable sustainability guidelines recommended by the City. iii. Operations and Maintenance: The Developer and/or subsequent ownership shall be responsible for the ongoing maintenance and operation ofthe Technology Facilities, ensuring they remain in good working order and in compliance with all applicable laws and regulations. iv. Modifications and Expansion: The Developer may from time to time modify or expand the Technology Facilities, provided that: 1. Any expansion OT modification substantially conforming to the approved site plan may be done upon written notice to the City. 2. Significant changes in building footprint, height, or general layout shall require the City's review and approval, consistent with the procedures outlined in this Agreement. V. Term and Vesting of Rights: The right to construct and operate Technology Facilities as described herein shall be vested for the term of this Agreement, and the right to operate facilities constructed during that term shall survive the expiration or termination oft this Agreement to the extent permitted by applicable law. (6) All infrastructure usually associated with the support of the types of uses set forth in this paragraph 3, to include but not be limited to roadways, sanitary sewer, potable and non-potable water service, other utilities, sidewalks, bike paths and trails, hiking paths and trails, docks, piers, bridle paths, boardwalks, stormwater drains, bridges, canals, and boardwalks and promenades. 7) All other uses permitted by the relevant sections of the Comprehensive Plan and the Lynn Haven Code of Ordinances including the Unified Land Development Code (the "Code"). (b) Density. The Code at Section 4.01.01 specifies that density for residential-only uses within Mixed Use districts is a maximum of up to 10 dwelling units per acre. For mixed use projects within Mixed Use districts, the Code provides for a 6 112 Filc # 2025026709 BK: 4912 PG: 1193, Pagcs: 7 of 61 maximum ofup to 20 dwelling units per acre, subject, however, to the provisions ofSection 5.05.11 ofthe Code. The volume ofresidential density will not reduce, diminish, or interfere with the densities designated in the Marina Island Overlay District established by the City (the "MIOD") for commercial, industrial, or other uses on the parcel. Each designated use will retain its full intended capacity, ensuring that the residential component does not impact the overall balance or functionality of the development as originally planned. Furthermore, the overall density in the master plan's program will align with the Overlay and lot coverage areas stipulated within it, ensuring consistency and coordination with established guidelines. (c) Building Height and Intensity. Building height will be measured in stories, with a maximum height of 5 stories. Each story shall have a maximum height of 14 feet, as measured from floor to floor. Any height above 14 feet shall count as an additional story. A single story building may have a maximum height of 30 feet. No structure built upon the Property will exceed 86 feet in height. (d) Prohibited Uses (regardless of provisions in the Comprehensive Plan and Code): (1)Sexually oriented businesses. (2)Tattoo and piercing shops. (3)Heavy smokestack industrial or large petroleum or chemical manufacturing storage plants. (4).Auto graveyards or junkyards. (5)Gun dealers. (6)Pawn shops. (7)Drug paraphemalia shops. (8)Bingo parlors. (9)Gambling establishments. (e) Signage. The Developer deems signage and access to the Property as critical to the success of the Developer's intended development ofthe Property as described in this Agreement (the "Project"). The City shall process any applications for Project directional signage to be displayed at any road intersecting with the proposed Marina Boulevard. All Project signage, landscaping, hardscaping and irrigation shall be constructed and maintained at Developer's expense; however, the City will reasonably cooperate to provide such easements or such other authorizations that may be necessary for the construction of such signage. 7 113 Filc # 2025026709 BK: 4912 PG: 1194, Pagcs: 8 of 61 (f) Notice to buyers. Developers shall notify all new property owners in the MIOD in writing that the MIOD abuts existing industrial properties that may generate noise and other impacts. (g) Open storage for boats, vehicles, and trailers shall be allowed upon the Property as part of the Developer's Project.The Developer shall have the right, but not the obligation, to remove any fill dirt from the RR ROW that is not used in the Rails to Trails program.The Developer shall have the right to establish overall architectural design standards in the MIOD, subject to adjustment from time to time to reflect prevailing standards and best practices. (h) Event Management. (I) City acknowledges that Developer may promote special events open to the public on the Property, which shall be subject to permitting and shall be conducted in accordance with City regulations then in effect. (2) City retains the right, and Developer hereby expressly grants the City, its employees and contractors, an exclusive right to perform aj professional fireworks show on July 4 of each year this Agreement is in effect, from the existing dock located on and adjacent to Parcel 08921-000-000, as such parcel exists on January 1, 2025. and as such dock is more: specifically: identified on the Master Plan, together with a right ofingress to, from and over such dock as is reasonably necessary to implement the fireworks show. (3) Further, Developer hereby grants to the City, its employees and contractors, a non-exclusive easement for the setup, takedown, and cleanup of a professional fireworks show on July 1, 2, 3, and 5 of each year this Agreement is in effect, on and adjacent to the existing dock located on Parcel 08921-000-000, as such parcel exists on January 1, 2025 and as such dock is more specifically identified on the Marina Island Master Plan. (4) Subject to the limits ofSection 768.28, Florida Statutes, the City shall indemnify the Developer and hold the Developer harmless from any and all destruction, damage, and injury to persons or property and to any claims thereof related in any way to the aforementioned fireworks event or to the setup, takedown, or cleanup thereof, and to the extent possible, shall name the Developer as an additional insured on anyinsurance policies obtained by the City applicable to such event. (5) Following each July 4 event, the City shall restore the dock and any other affected areas of the Property to its same condition immediately preceding the event. (6) City and Developer agree that the Developer shall not undertake the provision of a 4th of July Fireworks event without the express written consent of the City, which the City may provide or deny in its sole discretion. (i) Vacation Rentals. The Developer shall have the right to provide for the use of properties within thel MIOD as vacation rentals, to include without limitation short- term rentals. () Mobility Device Regulation and Safety Standards. The Developer shall have the 8 114 Filc # 2025026709 BK: 4912 PG: 1195, Pages: 9 of 61 right to establish guidelines for the use of mobility devices within the MIOD, subject to all applicable federal, state, and local regulations regarding the same Developer shall prominently display warning signage within thel Property that such guidelines are applicable only to use ofs such devices within the MIOD. The parties agree that use of any such mobility devices outside oft the Property will be subject to the regulations oft the City then in effect, and may be prohibited. (k) Speed Control and Limit Setting. The Developer shall have the right to establish speed control regulations on private roads within the MIOD to provide for the safety ofi its residents and visitors in a manner that avoids traffic congestion. (I) Disaster Preparedness and Response Planning. The Developer will work with applicable authorities to establish, prior to the issuance of the first certificate of occupancy related to the Project, plans and protocols to help residents and visitors prepare for and respond to exigent circumstances. (m) Onsite Security- The Developer shall have the right to provide security personnel within the MIOD to assist local government authorities in responding to emergencies as appropriate, provided, however, that the government agency head leading an active emergency response within the MIOD shall determine for how long the assistance of such private security personnel is needed and for what purpose. (n) Buffers. Development within the Marina Island Overlay District shal! be required to install a 60-foot Type D buffer (per sec.4.06.00 ULDC) between all new development and existing industrial uses. No development shall be permitted within said buffer except for walkwavs and bikeways, or sound attenuation barriers. Within said buffer the Developer shall erect and maintain in a sound. clean and neat condition on both sides a six foot high, solid-face construction fence parallel to the property line adjacent to the industrial use. (o) Vegetation. Because the Developer may bei required to increase the elevation of all or part of the Property to meet applicable flood standards, and because certain portions of the Property contain contaminated areas, the remediation of which conditions will require the: removal ofall or substantially all ofthe trees in affected areas, and the MIOD contemplates a master open space and parks and recreation plan that will receive substantial replantings and landscaping, sections ofthe Code governing the protection and preservation of existing trees and vegetation shall not apply within Phase 1 oft the Project. Except as specifiedin the MIOD, thej permitted uses, density, building height and intensity, (respectively, subsections (a)-(c) above), are those uses, densities and height and intensity which are, as of the date of this Agreement, set out in the Code and the Comprehensive Plan. They are set out herein as required under Sections 163.3220-163.3243, Florida Statutes. These may be varied upon proper application by the Developer to the City and approval by the City. 9 115 Filc # 2025026709 BK: 4912 PG: 1196, Pagcs: 10 of 61 5. Description ofl Public Facilities. Public facilities needed to serviçe development authorized by this Agreement are described as follows: (a) Roadways. (1)Roadways within the Project shall bej planned, engineered and constructed by the Developer in accordance with reasonable engineering standards, and owned and maintained by the Developer, an owners association or condominium association which may bei formed pursuant to the provisions of appropriate Florida Statutes (an Association") Association, or the City, upon dedication and acceptance. Roadways shall be designed, constructed and maintained in a manner that will accommodate emergency vehicles, e.g, fire trucks and ambulances. (2)Of-Property Roadway Improvements. In the event any offsite roadway improvements are pursued in the future, the City and Developer will work together on plan implementation ofa any required roadway improvements, including agreements between and among the City, the CRA and Developer as to which entity will be responsible for such improvements or which improvements will be jointly paid for by the Developer and the City or CRA. As used herein, "CRA" shall mean the existing Lynn Haven Community Redevelopment Area or another Community Redevelopment Area authorized byt the City in accordance with Section 163, Florida Statutes. (3)Signage. The Developer anticipates specific roadway improvements with attendant directional signage to the Project, including signage in the following arcas: Tennessee Avenue from Hwy 390 to 10th Street; 12th Street from Ohio Avenue west to Tennessee Avenue; and Marina Island Boulevard improvements running from Hwy 390 to 10th Street. (b) Potable Water Service. (1)Potable Water at current capacity will be provided to the Project by the City at the City's expense; to the extent increased capacity is required, the costs thereof shall be bore by the Developer. The Developer will construct or cause to be constructed all necessary water service infrastructure within the Project, which will ultimately be owned and maintained by the Developer, applicable Association, or the City, upon dedication and acceptance. Potable Water service of sufficient capacity, as determined by a capacity analysis concurrent with the submittal ofeach Development Order application, using the City's model and at the expense of the Developer, to serve each improvement of the Project will be installed prior to commencing construction of such improvements in the area to be served by such improvements. (2)The City and the Developer shall cooperate to determine the extent off- Project water infrastructure improvements are needed to deliver sufficient 10 116 Filc # 2025026709 BK: 4912 PG: 1197, Pages: 11 of6 61 volumes of water to the Project boundaries. (3)As construction ofimprovements within the Project is completed, whether by individual structures or in phases, the City shall ensure that sufficient water plant capacity exists to accommodate the needs of the Project. The Developer will cooperate with the City in making advance projections from time to time sO that the City may address anticipated needs. (c) Wastewater Treatment and Disposal. (1)Wastewater treatment and disposal services will be supplied to the Project and maintained by the City at the City's expense. Developer will construct or cause to be constructed all necessary disposal service infrastructure within the Project, which will ultimately be owned and maintained by the Developer, applicable Association, or the City, upon dedication and acceptance. Wastewater treatment and disposal services of sufficient capacity, as determined by a capacity analysis using the City's model at the expense of the Developer, to serve each improvement of the Project will be installed prior to commencing construction of such improvements in the area to be served by such improvements. Wastewater treatment and disposal services will be available to each area ofthe Project in adequate capacity prior to the construction ofimprovements being completed in the area to be served by such improvements. (2)The City and the Developer shall cooperate to determine the extent off- Project wastewater infrastructure improvements are needed to transport the wastewater away from the Project boundaries. (3)The City shall provide and maintain sufficient sewer plant capacity per the sewer capacities outlined in the FLUM Amendment as the Project is developed. The Developer will cooperate with the Cityini making advance projections from time to time for future capacities as appropriate. Developer acknowledges that City cannot provide plant capacity until 2028. (d) Stormwater/Drainage. All stormwater runoff and drainage system improvements within the Property will be: (1) designed by the Developer in accordance with reasonable engineering standards as codified in Section 6.06.03 of the Code, or otherwise established from time to time by the City and the Florida Department of Environmental Protection; (2) treated in accordance with Chapter 403, Florida Statutes or other methods acceptable to the! Northwest Florida Water Management District (or other applicable governing agencies); (3) constructed or caused to be constructed by Developer; and (4) maintained by the Developer, an Association or other legal entity authorized to own stormwater infrastructure. The City will not be responsible for any construction or maintenance costs associated with the stormwater drainage system within the Property, unless specifically dedicated to and accepted by the City. The City shall cooperate with the Developer in pursuing 11 117 Filc # 2025026709 BK: 4912 PG: 1198, Pages: 12 of 61 innovative stormwater reuse programs, particularly to lessen the burdens of traditional stormwater retention, detention and disposal systems, all of which will be compliant with state and local laws and permits. If the Project stormwater management system is designed and constructed to perform as an integrated management system with adequate hydraulic capacity, City requirements for attenuation may be waived but must meet applicable requirements of the Florida Department ofEnvironmental Protection for treatment permits. (e) Solid Waste Collection. The City agrees to provide solid waste collection services to the Project on substantially the same basis as generally provided for other residences and businesses within the City. The Developer shall establish solid waste collection points in various areas of the Project as improvements are constructed and require the service. The Developer and the City will cooperate to determine the appropriate number and locations of such solid waste collection points. (f) Other Utility Service. All utilities, including telephone, cable, data/com, natural gas and electricity will be supplied directly by applicable utility providers. The City will not be responsible for construction, maintenance or provision of any such utility services. Any such utilities will be scheduled to be supplied to various areas of the Project as building improvements are constructed requiring such services. (g) Recreational Facilities & Green Space. The Developer and the City recognize that the Master Plan provides for both active and passive recreational areas to be constructed or provided as part of the Project. All recreational facilities within the Project will be constructed or caused to be constructed by the Developer and maintained by the Developer or an Association. The City will not be responsible for providing, constructing or maintaining any of the recreational facilities to be constructed as part of the Project. Recreational facilities and spaces built or provided on both individual parcels and on Project common areas or parcels (so designated pursuant to the Declaration of Covenants, Conditions and Restrictions, including a master orsub-declaration, relating to the Property or any: part thereof) shall be included and counted towards the overall Project's or an individual parcel's open space or green space or recreational space requirements, including but not limited to recreational facilities, parks, trails/walkways and surrounding landscaping, marinas, marshlands, canals, bodies of water, submerged lands, and specifically, any parks, walkways, trails including rails to trails, open space, or green space on the RRROW/Parcel C1, extending only, however, to Highway 390, for SO long as such propertyi is actually being used solely for recreational purposes As used herein, "RRROW" shall mean the railroad right of way which is now owned by the Developer and upon which the City is permitted to construct rails to trails path and which: is described sometimes in deeds ofthel Property as Parcel C-1. (h) Marina. All costs associated with the marina shall be the responsibility of the Developer. The City agrees to serve as the dredging permit applicant or CO- applicant with the Developer, and shall haul offs spoils from permitted dredging. 12 118 Filc # 2025026709 BK: 4912 PG: 1199, Pagcs: 13 of 61 (1) Rails to Trails. The Developer and the City agree to cooperate on the design and layout ofthe rails to trails" conversion ofthe RRROW: north ofHighway 390, and both entities shall have approval rights for same prior to any permitting or construction thereof. Iti is understood that the Developer intends to build a divided median roadway boulevard (Marina Island Boulevard) from Hwy 390 northwesterly into the Project near or at 10th Street, and the parties agree to cooperate on the design and layout ofsaid roadway and rails to trails in light oft the primary necessity of Marina Island Boulevard, secondary affiliated Project master and directional signage, and existing and proposed utilities in the RRROW. The Developer intends to build bike paths/walkways on the Property, and the parties agree to cooperate on connecting the RRROW rails to trails network into the Project trail network. G) Impact Fees. Except as provided herein, all development on the Property shall be subject to such impact fees at such rates as may be imposed by the City from time to time. Nothing herein shall be construed to exempt the Property from special assessments or user fees imposed by the City from time to time. The City shall periodically review its impact fees and coordinate with the Developer in connection with any such review of the effect of the impact fees on the Project and expected demand ofthe services provided. Notwithstanding the foregoing and due to the Property's unique physical characteristics, the City agrees to offset or reimburse certain development expenses for capital improvements and expansion of the City'si infrastructure systems as provided below: (1) Stormwater. The Property and Project shall be exempt from stormwater. impact fees provided that: (i) the Project does not connect into the City's existing stormwater system; and (ii) Developer maintains the stormwater system within the Property. The Developer shall not be exempt for stormwater impact fees that may arise from the Developer's expansion and improvement of Highway 390 roadwav facilities located adiacent to the Property. (2) Parks and Recreation. The City will provide a credit to the Project for its parks and recreation impact fees for on-site parks dedicated to the public that are within the City's parks and recreation capital improvement plan. The amount of credit will be determined by the fair market value of the property and Developer's actual costs of any constructed park improvements at the time of dedication. (3) Law Enforcement and Fire Rescue. The Developer will be subject to Law Enforcement and Fire Rescue impact fees during Phase I oft the Project. Thereafter, the City will provide a credit to the Project for the Law Enforcement and Fire Rescue impact fees for on-site capital projects or facilities dedicated to the City that are within the City's Law Enforcement and Fire Rescue capital improvement plan. The amount of credit will be determined by the fair market value of the property or facilities and Developer's actual costs of any constructed 13 119 Filc # 2025026709 BK: 4912 PG: 1200, Pagcs: 14 of 61 public safety improvements at the time of dedication. The Developer and City agree that a fire station within the Project will be necessary as the Project is developed, and the Developer agrees that a minimum of1 acre shall be set aside to the use ofa fire station built by the City or Developer. The parties agree that the Developer will apply for a Development Order for a public safety building at such time that certificates of occupancy have been issued for seventy percent ofthe dwelling units in Phase 1. No development orders will be issued by the City for Phase 2 until construction of public safety building is substantially completed. The size, design, and location of such fire station shall be determined by mutual agreement of City and Developer acting in good faith, and Developer shall have the obligation to construct the fire station. (4) Water and Wastewater Collection. The City shall reimburse the Developer for dedicated water and wastewater system expansion within the Property through a separate agreement with the Developer. Such agreement shall fund the expansion and capital improvements of the City's water and wastewater systems in the Property through reimbursement of a proportionate share of Project connection fees collected by the City. Fees collected that relate to the expansion of the water and wastewater treatment collection, transmission and distribution systems offsite ofthe Property shall not be: reimbursed by the City. Reimbursements shall be capped at 50% of the portion of connection fees collected on the expanded facilities the transmission over a maximum term of30 years. (k) Escrow Deposit for completion of Public Facilities. At the commençement of construction for each phase of the project, and prior to the Issuance of any Development Permit for such phase, the Developer shall deposit with the City a cash bond in an amount equal to ten percent (10%) of the total projected cost of construction or at the Developer's option, an equivalent performance bond, for the public facilities included in that phase. In the event the Developer fails to complete any phase of construction, as evidenced by a cessation of construction activity in that phase for a period of6 consecutive months, the City shall have the right to use such escrowed funds to complete the work. The Developer shall be entitled to the return of such funds upon satisfactory completion of each phase. 6. Associations and Sub-Associations. The Developer reserves the right to form, or cause to be formed, homeowners associations, master associations, condominium associations, or other sub-associations which would be applicable only to certain portions ofthe Project. 7. Dedication of public parking spaces. Upon completion of Phase 2 of the Project, or December 31, 2030, whichever occurs first, the Developer shall designate and make available parking spaces which shall continuously be made available to the public at no charge, in an area of the Project identified as Commercial on the City's Future Land Use map. The number of spaces sha 11 be equivalent to the number of spaces available on the 14 120 File # 2025026709 BK: 4912 PG: 1201, Pages: 15 of 61 top floor of the parking garage constructed as contemplated by the Master Plan. The location of the spaces shall be mutually determined by the City and Developer. For the avoidance of confusion, the parking spaces need not be located on the top floor of the aforementioned parking garage. 8. Description ofLocal Permits. The Developer recognizes that it must obtain all appropriate Development Permits and Development Orders from the City prior to the initiation of development activity upon the Property in the following areas: (a) Land Clearing (b) Tree Removal (c) Infrastructure Component Development (d) Building permits prior to the construction ofimprovements upon Lots and prior to the construction ofi improvements such as amenity facilities and sports facilities. (e) Additionally, the Developer must obtain such permits, exemptions and authorizations as may be required by agencies other than the City having jurisdiction over the Property prior to engaging in development activities upon the Property which may require such permits, exemptions or authorizations, e.g. permits necessary for the construction of a marina. The Developer and the City shall cooperate as co-applicants or sponsors for such regulatory permitting. As used! herein, "Development Permits" shall include building permits, zoning permits, plat approvals, or rezoning certifications, special exceptions, variances, development orders, permits, licenses, authorizations or approvals which may be required by the City or agencies or departments ofeitheri the StateofFlorida or the govemment ofthel United States of America in order for thel Developer to develop thel Project or parts ofthel Project. 9. Consistency With Comprehensive Plan and Development Code. Development of the Project will be consistent with the City's Comprehensive Plan. The City and the Developer hereby agree to cooperate with one another to create and adopt Land Development Regulations applicable to the Project that embrace and encourage the Project themes and concepts and allow fort the construction or provision ofi improvements in an expeditious and economical manner. Any development or portion of development not specifically addressed in the Marina Island Overlay District regulations will need to conform to the general requirements of the City ofLym Haven Unified Development Code. 10. The City hereby finds and confirms that the density, intensity and building heights proposed in the Master Plan and the terms and conditions of development as set forth in this Agreement are consistent with the Comprehensive Plan. 11. Compliance With Applicable Permit and Approval Requirements. The City and the Developer hereby acknowledge that the failure of this Agreement to address a particular condition, term, restriction, permit, approval or requirement with respect to the 15 121 Filc # 2025026709 BK: 4912 PG: 1202, Pages: 16 of 61 development of the Project shall not relieve the Developer of the necessity of complying with the law govering such condition, term, restriction, permitting requirement or approval, or obtaining any applicable permit or approval priorto initiating any part or phase oft the development ofthe Property for which such permit or approval may be required. 12. Addresses. It is agreed between the Developer and the City that all buildings constructed as part of the Project will be assigned Lynn Haven addresses, to the extent permitted by law. 13. Timing of Development. The City acknowledges that the most efficient development of the Property depends upon numerous factors, such as market demand, interest rates and competition. Accordingly, it will be most practical and economically beneficial to the ultimate purchasers to have the timing of development determined by the Developer. Accordingly, the timing and sequencing of development shall be as determined by the Developer. VI. LOCAL LAWS AND POLICIES The City's ordinances, Code, Comprehensive Plan and policies governing the development of the Property at the time of execution of this Agreement shall govern the development of the Property for the duration of this Agreement; provided however, the City and the Developer acknowledge and agree that the Developer, at its election, may take advantage of the terms and provisions ofthe Code which may be amended from time to time. The City may, however, apply subsequently adopted ordinances and policies to the development ofthe Property only if the City has held a public hearing and determined specifically: 1. That such subsequently adopted ordinançes and policies are not in conflict with the ordinances and policies in effect as of the date of this Agreement and do not prevent development of the Property in accordance with the land use designations, densities and intensities set forth in this Agreement, the! Master Plan, or any Overlay, as the same may be amended from time to time; or 2. That such ordinances and policies ae specifically anticipated and provided for in this Agreement; or 3. That this Agreement is based on substantially inaccurate information supplied by the Developer; or 4. That adjustments are needed to conform to a change in State Requirements resulting from subsequently enacted legislation; provided, however that no changes shall be undertaken if such legislation provides that conforming uses existing prior to the enactment of such legislation shall not be affected thereby (i.e., grandfathered). In each such case, any adjustments shall be limited to the minimum necessary to bring the Project into compliance or correct inaccurate information. Nothing set forth in this Article VI shall act to 16 122 File # 2025026709 BK: 4912 PG: 1203, Pages: 17 of 61 abrogate any rights which may vest in the Developer with respect to the development of the Property pursuant to common law. VII. ASSIGNMENT OF DEVELOPMENT RIGHTS AND OBLIGATIONS A. Entire Agreement and Master Development Rights. The City acknowledges that the Developer has the right at any time, upon written consent of the City, not to be unreasonably withheld, to assign all of this Agreement, together with the development rights and obligations established herein, to a third-party owner and developer of the Property, provided that any such assignee third party owner and developer shall be bound to develop the Property in accordance with the provisions of this Agreement. The City consents in advance that Developer may assign all ofthis Agreement to another corporation, limited liability company, trust, fund or other similar entity, the majority ownership or control of which consists of the same persons or entities which own or control the Developer entity without consent. The City and the Developer acknowledge that, in accordance with Section 163.3239, Florida Statutes (2016), the burdens of this Agreement and the benefits of this Agreement shall inure to the benefit of and be binding upon all of the successors in interest to the parties to this Agreement. B. Parcels or Sections ofthel Property. The City acknowledges that the Developer has the right at any time, without consent of the City, to assign its development rights in this Agreement in whole or part ofthe Property to a third-party owner ofsuch parcel or portion thereof, provided that any such assignee shall, in writing, acknowledge: receipt ofthis Agreement and agree in all material respects to be bound to develop its portion oft the Property in accordance with this Agreement. The Developer shall provide a copy of such written acknowledgement and assignment to the City. C. Community Development District. In the event that the Developer shall elect to create upon a part or all of the Property, a Community Development District in accordance with the provisions of Chapter 190, Florida Statutes ("CDD"), which the Developer acknowledges would have to be created by the City, and in the event that it may become necessary to assign a part or all of this Agreement to the CDD, the City, hereby consents in advançe to such an assignment. VITI. AGREEMENT EFFECTIVE AS TO PARCELS ADDED TO THE PROPERTY The City understands and acknowledges that, as ofthe date of execution ofthis Agreement, the Developer does not hold fee simple title to all of the property which ultimately will be a part of the Project. At such time and in the event that the Developer holds fee simple title to any additional property which is adjacent to the Property ("Additional Property") and incorporates such Additional Property into the Master Plan, the City will consider an amendment to this Agreement, and agrees to not unreasonably withhold, condition or delay approval of such amendment, which shall cause the Agreement to encumber the Additional Property or portions of the Additional Property. Such amendment shall include an amended Master Plan which will depict generally the proposed development upon the Additional Property described in the amendment. At such time as the amendment is executed by both the City and the Developer and recorded in the official records of Bay County, Florida, the Additional Property shall become subject to all of 17 123 File # 2025026709 BK: 4912 PG: 1204, Pages: 18 of 61 the terms and conditions of this Agreement. IX. OVERLAY The City understands that the Developer intends to develop the Project using innovative development practices. The City understands and agrees that the Code may be too restrictive or inapplicable in a number of the specific areas of development in which the Developer intends to bei innovative. Therefore, the City agrees with the Developer that the. Developer may submit to the City one or more Overlays or site specific design code (also known as Design Code) which may contain specific items of development which may be inconsistent with the Code, however, which will be consistent with the Comprehensive Plan. The City agrees to work cooperatively with the Developer to develop such Overlays or site-specific design code for the Project, and further agrees to promptly process any application for such Overlay or site-specific design code, in order that the Developer may implement the elements contemplated by the Master Plan. An Overlay or site- specific design code may modify the appliçation of certain provisions of Chapters 2, 3, 4 of the Code or other Chapters of the Code for the Property via Overlays or site-specific design code. Where a conflict exists between this Agreement and such Overlay or site-specific design code, the terms of the Overlay/design code shall control. X. COMMUNITY DEVELOPMENT DISTRICT (CDD) A. The Developer has indicated that it may petition for the establishment of a CDD within or encompassing the Project. While nothing in this Agreement shall be construed as an approval or consent by the City to the establishment ofa CDD, the City agrees that it will accept any petition for the establishment of a CDD and give it such consideration as is required by Chapter 190, Florida Statutes. B. Any CDD established for the Project may finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain infrastructure, projects, systems and facilities as set forth in Section 190.012(1), Florida Statutes. Ifthe Developer is required by this Agreement or any Development Order to provide, pay for, or otherwise cause to be provided, infrastructure, projects, systems or facilities set forth in Chapter 190, Florida Statutes, then the CDD may independently satisfy such obligations. To the extent that any such obligation under this Agreement or any Development Order is met or performed by a CDD, then such obligation shall be deemed satisfied and the Developer shall no longer be subject to such obligation. XI. DISPUTE RESOLUTION In the event that a dispute shall arise between the Developer and the City with respect to this Agreement which cannot be amicably resolved, the Developer and the City agree to endeavor to resolve such dispute by mediation which shall be undertaken in accordance with the Florida Rules of Civil Procedure applicable to civil cases in Florida using a mediator who is jointly selected by the Developer and the City. Ifthe parties are unable to agree upon a mediator, either party may apply to the Circuit Court ofthe Fourteenth Judicial Circuit in and for Bay County for the appointment of a mediator. A good-faith effort by the parties to resolve any such dispute by mediation shall be a condition precedent to any other proceedings towards resolution of such dispute or claim. In the event that any such dispute cannot bei resolved by mediation after a good- 18 124 Filc # 2025026709 BK: 4912 PG: 1205, Pages: 19 of 61 faith effort by both parties, either party may seek relief in the Circuit Court of the Fourteenth Judicial Circuit, in and for Bay County, Florida. XII. NOTICES Any notices required to be given or elected to be given by cither ofthe Parties pursuant to the terms ofthis. Agreement shall be deemed effectively provided when placed in the United States Mail, Certified Retum Receipt Requested or placed in the hands of an overnight service e.g. Federal Express, Airbore Express, or emailed to parties at the addresses provided below. As to Developer: Marina Island, LLC P.O. Box 546613 Surfside, FL: 33154 Attn: Andrew J. Bales and a copy to: Robinson Franzman LLP 191 Peachtree Street NE Suite 2600 Atlanta, GA 30303 Attn: Todd N. Robinson, Esq. As to the City: City of Lynn Haven 825 Ohio Avenue Lynn Haven, FL 32444 and a copy to: Hand Arendall Harrison Sale P.O. Drawer 1579 Panama City, FL 32402 Attn: Robert Jackson, Esq. Kevin Obos, Esq. XIII. MISCELLANEOUS PROVISIONS 1. Amendment. No amendment, supplement, modification or waiver oft this Agreement shall be binding unless executed in writing by all parties hereto after notice as required by law. 2. Headinys. The headings of the sections and paragraphs in this Agreement are for convenience of the reader and do not control the meaning of the provision of this Agreement. 3. Severability. If any provision of this Agreement is declared invalid or unenforceable in a court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. 19 125 Filc # 2025026709 BK: 4912 PG: 1206, Pagcs: 20 of 61 4. Drafing. Both parties have participated in the drafting and preparation ofthis Agreement and the provision hereof shall not be construed for or against any party by reason of authorship. 5. No Waiver. No waiver ofany ofthej provisions ofthis Agreement shall be deemed or shall constitute a waiver ofa any other provision ofthis Agreement, whether or not similar, unless otherwise expressly provided. Neither the failure or any delay by any party hereto in exercising any right or power under this Agreement nor any course ofdealing between the City, on the one hand, and the Developer or its permitted assignee, on the other hand, will operate as a waiver ofs such right or power, and no single partial exercise of any such right or power will preclude any other or further exercise ofs such right or power or the exercise of any other right or power. 6. Cooperation and Communication. During the development oft the Project, the Developer will maintain open lines of communication with the City, providing information as necessary in answer to inquiries or in order to obtain approvals, permits or orders needed for the development, and the City, likewise, will maintain open lines of communication with the Developer to provide needed information, staff assistance where appropriate, and such other assistance as may be appropriate in order to assist the Developer in the development of the Project. The Developer will maintain lines of communication and cooperate as appropriate with Florida State University ("FSU") when FSU elects to move forward with the development of its adjacent parcel of property. Additionally, the Developer will receive from timeto time and give consideration to comments and inquiries from citizens, businesses and other entities having an interest in the Project. REMAINDER OF PAGE LEFT BLANK SIGNATURES ON FOLLOWNG PAGES 20 126 Filc # 2025026709 BK: 4912 PG: 1207, Pages: 21 of 61 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its appropriate representatives on this 13"day of MAY 2025, Signed, sealed and delivered ini the presençe of: THE CITY OF LYNN HAVEN 7 Aaduesy 17 . Witness JessNelson Print Name: Clushug Mayor Riconl Witness Print Name: AMANDA T RACHAPD Attest by: Blacky hmo Print Name: rekie Its: Crty 0f he nh AE Approved as tô form: Mu Any CtyAttorhey STATE OF FLORIDA COUNTY OF BAY! The foregoing instrument was acknowledged before me this 13ay of MA 1 2025, by Jesse Nelson, as Mayor oft the CITY OF LYNNI HAVEN, FLORIDA, who: (notary must check applicable box) is personally known to me. produced a current driver's license as identification. produced as identification. CICELIA 3 PusHwwEr (SEAL) (PrintNgmc) Notery Publle State of Florida Notary Public I Clçella J Rushing L - - Au doig mmm My Commission HH 472673 - 21 Expires 11/15/2025 127 Filc # 2025026709 BK: 4912 PG: 1208, Pages: 22 of 61 472673 Commission # HH My Commission Expires: uislaoa5 22 128 Filc # 2025026709 BK: 4912 PG: 1209, Pagcs: 23 of 61 Signed, sealed and delivered in the presence of: MARINA ISLAND, LLC, a Florida limited liability compary? Rzicherel Andrew - Bales Witness Its: Manager Print Name: AHASDA - RIceD aa Witness Print Name: mu Myus STATE OF FLORIDA COUNTY OF BAY The foregoing instrument was acknowledged before me this 13"a day ofMA 2025, by Andrew J. Bales, as Manager of MARINA ISLAND, LLC, a Florida limited liability company, who: (notary must check applicable box) is personally known to me. produced a current driver's license as identification. produced as identification. CICELIA - RUSHWEr (SEAL) (PrintName) Notary Public Notary Public State of Florida Commission # HB 473673 Cicella J Rushing My Commiseion HH 472673 My Commission Expires: w15l30a5 mmn' Expires 11/45/2025 Glegug 23 129 Filc # 2025026709 BK: 4912 PG: 1210, Pagcs: 24 of 61 EXHIBIT "A" Reserved Draft dated 20250422 Filc # 2025026709 BK: 4912 PG: 1211, Pages: 25 of 61 EXHIBIT *B" Master Plan To Be Provided 25 131 Filc # 2025026709 BK: 4912 PG: 1212, Pages: 26 of 61 - CTMIE DCIER E LEN ER ER DTE EILN s EE E - - . 3 9 : * $ & 3 E 5 0 Filc # 2025026709 BK: 4912 PG: 1213, Pagcs: 27 of 61 e Dae Wr" n) A 55 a ay 3 I 8y 1 1 Filc # 2025026709 BK: 4912 PG: 1214, Pagcs: 28 of 61 / 77 Emu I 7A Am - / Ap ug mr S E & - 5 il as i aRT P u EE T a E EP 4 S EED ETINE IT ES n G S : RL Tip DE. a L Filc # 2025026709 BK: 4912 PG: 1215, Pagcs: 29 of 61 0 G 3 & a a @ a cas @ e 9 @E 9 S @ 9 7 O & 9 3 Q/ % a G @ 6 & & Q 44 a 8 # E 0 a ) 9 à: - G E o &y b e E 6 94 be Q a do 9 Kan Eh RLBL Gtg H / 5 - Filc # 2025026709 BK: 4912 PG: 1216, Pagcs: 30 of 61 1 D 4 auot df B d - C ull tnu IA B Sao EE FD EER su ED EEE - tm BE IED mIrnEs Flase: 6 Filc # 2025026709 BK: 4912 PG: 1217, Pages: 31 of 61 e I Emm Lun T 1 - T n II7 t 1 E a H I i E EU TPEITA a EET D EER a 47 R4 INIE A EOA LE I. LI OT E I ESoe a s 9 Filc # 2025026709 BK: 4912 PG: 1218, Pagcs: 32 of 61 A I a 4I 14 - S pLry 711 Tm C EEE CLA ED EE L m O y 2 A IE Eans Filc # 2025026709 BK: 4912 PG: 1219, Pagcs: 33 of 61 a 6 5 - L ren T /. I ui B Lull 477 - SA un G STE ERiTIT ig EET u ET E m E s E E ADITE um E 3 a -7 - Filc # 2025026709 BK: 4912 PG: 1220, Pages: 34 of 61 0 a 3 N : lB s - s I € S Bape MaM Ven E De n A n p T L a I i E UIA a Bae Filc # 2025026709 BK: 4912 PG: 1221, Pages: 35 of 61 - 7 V - 507 VAPRL Em 4 AT TI - e 65 n0 E 57 Bur uin F E 6 Ehr LEE y E EEE AV S a 5 l - - : - a E / - - Filc # 2025026709 BK: 4912 PG: 1222, Pages: 36 of 61 - - 7 D a a " r" - R E m n 1 - 11 65 / 5 € C 2e E pur EIDUT ER S A EH E 4 B CD AU TIHT m I E a 4 1 ILe - Filc # 2025026709 BK: 4912 PG: 1223, Pagcs: 37 of 61 daree en hlum UIS - E V C 1 7 7 n Ll Filc # 2025026709 BK: 4912 PG: 1224, Pages: 38 of 61 S % - 49 EI R S Filc # 2025026709 BK: 4912 PG: 1225, Pagcs: 39 of 61 3 1 - , Filc # 2025026709 BK: 4912 PG: 1226, Pagcs: 40 of 61 LE 262 1 5 BAL - E Filc # 2025026709 BK: 4912 PG: 1227, Pages: 41 ofe 61 a 1 R 6 E E E E - Filc # 2025026709 BK: 4912 PG: 1228, Pages: 42 of 61 3. F E DiEE E & - File # 2025026709 BK: 4912 PG: 1229, Pagcs: 43 of 61 : 8 - 8 E File # 2025026709 BK: 4912 PG: 1230, Pagcs: 44 of 61 Ay, M - : % =- de : & 1 1 Filc # 2025026709 BK: 4912 PG: 1231, Pagcs: 45 of61 A - in A 4 P e 3 a E a V - - - : 8 & S $ W 4 - 250 Filc # 2025026709 BK: 4912 PG: 1232, Pagcs: 46 of 61 N - 6 - V 2 a N * C . EN sa IHS File # 2025026709 BK: 4912 PG: 1233, Pages: 47 of 61 S I B I A I E E N NI7 ! A 3 A - 14 ane 5 B6 IEUTE EAN L A 65 EE LT E IITL 4d 175 ErE aunL E E 4 Filc # 2025026709 BK: 4912 PG: 1234, Pagcs: 48 of 61 n5 1 BE/T LIE HH eurfu 1L E D7 la - - & . I T TT IPE C TE a - 3 EA HTELL 8 - a * a y a - Filc # 2025026709 BK: 4912 PG: 1235, Pagcs: 49 of 61 Va 2 - A - : S I EEr n ER L F IY T E E EA U Gm I E AO - - Bu a 2 Filc # 2025026709 BK: 4912 PG: 1236, Pagcs: 50 of 61 e 5 e Df C Filc # 2025026709 BK: 4912 PG: 1237, Pages: 51 of 61 8 5 Filc # 2025026709 BK: 4912 PG: 1238, Pagcs: 52 of 61 6 B e s de le Filc # 2025026709 BK: 4912 PG: 1239, Pagcs: 53 of 61 5 e a E P E * 9 e: € € à f € de e E 5 B 3 o. 1 S E e e E E a e E 1 a I E 6 1 E & e 1 B a e e a - & : o 8 8 I 5 3 E & I es I e I I I I P de 8 3 9 E E ! I I . E I ! I I 6i $ 8 1 5 I 6 & 3 E & I I & E a D0 8 e 1 8 I 3 8 S 5 f 5 . a. E E 8 E - 6 : E à & e 5 a 8 - S & - y E 8 - a I d Filc # 2025026709 BK: 4912 PG: 1240, Pages: 54 of 61 11 a l I B : I 1 a % I A df a e I E & 2 Filc # 2025026709 BK: 4912 PG: 1241, Pagcs: 55 of 61 - à 0 N E & & de D E 2 - E 1 = le I E a ei CV C $ 2 0 E 2 0 & E e a C C 2 - I e & E B € df 3 D # 8 I a $ 1 e : a E $ € I 1 - € 9 - A in 0 s 0 e 8 8 E - 8 & av 8 s F & 5 6 : d * 9 I de N 9 de $ 2 a de le E 2 a E 1n s o 00 de € E f 8 N; d 8 # 4 e 5 : D2 8 1 Filc # 2025026709 BK: 4912 PG: 1242, Pages: 56 of 61 EXHBIT "C" Reserved Draft dated 20250422 Filc # 2025026709 BK: 4912 PG: 1243, Pagcs: 57 of 61 EXHIBIT *D" The Property DESCRIPTION: TRACT 0 COMMENCE AT THE SOUTHWEST CORNER OF SECTION 5, TOWNSHIP 3 SOUTH, RANGE 14 WEST, BAY COUNTY, FLORIDA; THENCE SOUTH 88'52'20" EAST, ALONG THE SOUTH LINE OF SAID SECTION 5, FOR A DISTANCE OF 744.42 FEET; THENCE NORTH 23'23'22" EAST, FOR A DISTANCE OF 130.27 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 23'23'22" WEST, FOR A DISTANCE OF 759.70 I. LET TO THE NORTH RIGHT OF WAY LINE OF ARTHUR DRIVE (HAVING A 100.00 FT. RIGHT OF WAY); THENCE NORTH 69'57'35" WEST, ALONG SAID NORTH RIGHT OF WAY LINE, FOR A DISTANCE OF 705.47 FEET, TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 443.52 FEET; THENCE WESTERLY, ALONG SAID CURVI FOR AN ARC DISTANCE OF 49.65 FEET, SAID ARC HAVING A CHORD OF 49.62 FEET BEARING NORTH 73'10'00" WEST TO THE END OF SAID CURVE; THENCE NORTH 13'3735" EAST, FOR A DISTANCE OF 74.13 FEET TO A POINT ON THE NORTH BOUNDARY OF A PARCEL DESCRIBED IN OFFICIAL RECORDS BOOK 3952, PAGE 1552 OF THE PUBLIC RECORDS OF RAY COUNTY, FLORIDA; THENCE NORTH 68'36'48" WEST, ALONG SAID NORTH BOUNDARY, FOR A DISTANCE OF 445.58 FEET TO A POINT ON THE EAST BOUNDARY OF A PARCEL DESCRIBED IN OFFICIAL RECORDS BOOK 2724, PAGE 514 OF SAID PUBLIC RECORDS; THENCE NORTH 04'45'35" EAST, ALONG SAID EAST BOUNDARY, FOR. A DISTANCE OF 781 FEET, MORE OR LESS, TO THE MEAN HIGH WATER LINE OF NORTH BAY; THENCE EASTERLY, ALONG SAID MEAN HIGH WATER LINE, FOR A DISTANCE OF 1,360 FEET, MORE OR LESS, TO A POINT WHICH BEARS NORTH 01'11'12" EAST FROM THE POINT OF BEGINNING; THENCE SOUTH 01'11'12" WEST, FOR A DISTANCE OF 474 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. SAID LANDS LYING IN AND BEING A PORTION OF SECTIONS 5, 6, 7, AND 8, TOWNSHIP 3 SOUTH, RANGE 14 WEST, BAY COUNTY, FLORIDA. CONTAINING 30.65 ACRES, MORE OR LESS. TRACT 1: BEGIN AT THE NORTHWEST CORNER OF BLOCK 165, LYNN HA' VEN PLAT NO. 1, AS PER PLAT RECORDED IN PLAT BOOK 5, PAGES 9 AND 10 OF THE PUBLIC RECORDS OF BAY COUNTY, FLORIDA; THENCE SOUTH 01°37'54" WEST,ALONG THE WEST LINE OF SAID BLOCK 165, FOR A DISTANCE OF 77.32 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF A 100 FT. RAILROAD RIGHT OF WAY ALSO KNOWN AS PARCEL "A" (C1), WHICH IS A CURVE CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 1,483.82 FEET; THENCE SOUTHEASTERLY, ALONG SAID CURVE FOR AN ARC DISTANCE OF 328.26 FEET, SAID ARC: HAVING A CHORD OF 327.59 FEET BEARING SOUTH 64°37'16" EAST TO THE WEST RIGHT OF WAY LINE OF TENNESSEE AVENUE (HAVING A 60.00 FT. RIGHT OF WAY); THENCE SOUTH 01°35'40" WEST, ALONG SAID RIGHT OF WAY LINE FOR A. DISTANCE OF 403.48 FEET; THENCE LEAVING SAID RIGHT OF WAY LINE, NORTH 88°22'36" WEST, FOR. A DISTANCE OF 41.99 FEET, TO THE MEAN HIGH WATER LINE OF LYNN HAVEN BAYOU; THENCE Filc # 2025026709 BK: 4912 PG: 1244, Pagcs: 58 of 61 WESTERLY, ALONG SAID MEAN HIGH WATER LINE, FOR A DISTANCE OF 3,183 FEET, MORE OR LESS, TO A POINT ON THE NORTHERLY BANK OF A TIDAL CANAL; THENCE WESTERLY, ALONG SAID NORTHERLY BANK, FOR THE FOLLOWING TEN (10) COURSES: SOUTH 76°07'59" WEST, FOR A DISTANCE OF 13.61 FEET; THENCE NORTH 79023'07" WEST, FOR A DISTANCE OF 46.74 FEET; THENCE NORTH 83°14'32" WEST, FOR A DISTANCE OF 54.16 FEET; THENCE SOUTH 85059'32" WEST, FOR A DISTANCE OF 89.95 FEET; THENCE SOUTH 82°40'28" WEST, FOR A DISTANCE OF 105.00 FEET; THENCE SOUTH 87°02'54" WEST, FOR A DISTANCE OF 155.50 FEET; THENCE SOUTH 89°51'44" WEST, FOR A DISTANCE OF 196.58 FEET; THENCE SOUTH 88°31'02" WEST, FOR A DISTANCE OF 103.26 FEET; THENCE NORTH 85°37'19" WEST, FOR A DISTANCE OF 103.44 FEET; THENCE NORTH 88°49'40" WEST, FOR A DISTANCE OF 210.69 FEET, TO A POINT ON THE EAST BOUNDARY OF A PARCEL DESCRIBED IN OFFICIAL RECORDS BOOK 2776, PAGE 467 OF THE PUBLIC RECORDS OF BAY COUNTY, FLORIDA; THENCE ALONG SAID BOUNDARY FOR THE FOLLOWING TWO (2) COURSES: NORTH 01°41'16" EAST, FOR A DISTANCE OF 50.00 FEET; THENCE NORTH 88°47'50" WEST, FOR A DISTANCE OF 56.86 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAYLINE OF ARTHUR DRIVE (HAVING A 100 FT. RIGHT OF WAY) WHICH IS A CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 361.04 FEET; THENCE NORTHERLY, ALONG SAID CURVE FOR AN ARC DISTANCE OF 92.37 FEET, SAID ARC HAVING A CHORD OF 92.11 FEET BEARING NORTH 17°30'10" WEST TO THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH 24°49'55" WEST, FOR A DISTANCE OF 581.32 FEET, TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTHWEST AND HAVING A RADIUS OF 277.97 FEET; THENCE NORTHWESTERLY, ALONG SAID CURVE FOR AN ARC DISTANCE OF 249.84 FEET, SAID ARC HAVING A CHORD OF 241.51 FEET BEARING NORTH 50°40'02" WEST TO THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH 76°22'08" WEST, FOR A DISTANCE OF 992.68 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTH AND HAVING A RADIUS OF 1,736.30 FEET; THENCE WESTERLY, ALONG SAID CURVE FOR AN ARC DISTANCE OF 194.22 FEET, SAID ARC HAVING A CHORD OF 194.12 FEET BEARING NORTH 73°09'18" WEST TO THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH 69°5735" WEST,FOR. A DISTANCE OF 163.23 FEET, TO THE EAST BOUNDARY OF A PARCEL ID No. 08921-001-000 OF THE OFFICE OF THE PROPERTY APPRAISER OF BAY COUNTY, FLORIDA; THENCE NORTHERLY, ALONG SAID EAST BOUNDARY, FOR THE FOLLOWING TWO (2) COURSES: NORTH 23°23'22" EAST, FOR A DISTANCE OF 759.70 FEET; THENCE NORTH 01°11'11" EAST, FOR A DISTANCE OF 474 FEET, MORE OR LESS, TO THE MEAN HIGH WATER LINE OF NORTH BAY; THENCE EASTERLY, ALONG SAID MEAN HIGH WATER LINE, FOR A DISTANCE OF 1,136 FEET, MORE OR LESS, TO THE WEST BOUNDARY OF A PARCEL DESCRIBED IN OFFICIAL RECORDS BOOK 3929, PAGES 1663-1699 OF SAID PUBLIC RECORDS; THENCE SOUTH 01°40'35" WEST, ALONG SAID WEST BOUNDARY, FOR. A DISTANCE OF 551 FEET,MORE OR LESS, TO THE SOUTHWEST CORNER OF SAID PARCEL; THENCE EASTERLY, ALONG THE SOUTH BOUNDARY, FOR THE FOLLOWING Filc # 2025026709 BK: 4912 PG: 1245, Pagcs: 59 of 61 SEVEN (7) COURSES: SOUTH 88°44'25" EAST, FOR A DISTANCE OF 458.10 FEET; THENCE SOUTH 01°12'24" WEST, FOR A DISTANCE OF 588.80 FEET; THENCE SOUTH 68°06'34" EAST, FOR A DISTANCE OF 493.00 FEET; THENCE SOUTH 67°37'56" EAST, FOR A DISTANCE OF 601.98 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTH AND HAVING A RADIUS OF 493.98 FEET; THENCE EASTERLY, ALONG SAID CURVE FOR. AN ARC DISTANCE OF 75.63 FEET, SAID ARC HAVING A CHORD OF 75.56 FEET BEARING SOUTH 72°01'07" EAST, TO THE POINT OF TANGENCY OF SAID CURVE; THENCE SOUTH 76°24'17" EAST, FOR A DISTANCE OF 297.14 FEET; THENCE NORTH 15°00'31" EAST, FOR A DISTANCE OF 28.0 FEET, MORE OR LESS, TO THE MEAN HIGH WATER LINE OF LYNN HAVEN BAYOU; THENCE EASTERLY, ALONG SAID MEAN HIGH WATER LINE, FOR A DISTANCE OF 1,188 FEET, MORE OR LESS, TO A POINT ON THE WEST BOUNDARY OF A PARCEL DESCRIBED IN OFFICIAL RECORDS BOOK. 1971, PAGE 843, OF SAID PUBLIC RECORDS; THENCE SOUTH 01°35'08" WEST, FOR A DISTANCE OF 46.02 FEET, TO THE SOUTHWEST CORNER OF SAID PARCEL; THENCE EASTERLY, ALONG SAID SOUTH BOUNDARY, FOR THE FOLLOWING THREE (3) COURSES: SOUTH 88°27'59" EAST, FOR A DISTANCE OF 81.05 FEET; THENCE SOUTH 01°35'08" WEST, FOR A DISTANCE OF 2.00 FEET; THENCE SOUTH 88°27'59" EAST, FOR A DISTANCE OF 147.70 FEET, TO THE WEST RIGHT OF WAYLINE OF CAROLINA AVENUE (HAVING A 60.00 FT. RIGHT OF WAY); THENCE SOUTH 01°35'08" WEST, ALONG SAID WEST RIGHT OF WAY LINE, FOR A DISTANCE OF 60.00 FEET, TO THE SOUTH RIGHT OF WAY LINE OF 10TH STREET (HAVING A 60.00 FT. RIGHT OF WAY); THENCE SOUTH 88°27'59" EAST, ALONG SAID SOUTH RIGHT OF WAY: LINE, FOR A DISTANCE OF 420.12 FEET TO THE POINT OF BEGINNING. SAID LANDS LYING IN AND BEING A PORTION OF SECTIONS 5, 8 AND 9, TOWNSHIP 3 SOUTH, RANGE 14 WEST, BAY COUNTY, FLORIDA. CONTAINING 90.960 ACRES, MORE OR LESS. TRACT 2: COMMENCE AT THE NORTHWEST CORNER OF SECTION 8, TOWNSHIP 3 SOUTH, RANGE 14 WEST, BAY COUNTY, FLORIDA; THENCE SOUTH 31°56'02" EAST FOR 780.43 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF ARTHUR DRIVE (HAVING A 100.00 FT. RIGHT OF WAY); THENCE SOUTH 70°33'23" EAST ALONG SAID SOUTHERLY RIGHT OF WAY LINE, FOR. A DISTANCE OF 221.07 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTH AND HAVING A RADIUS OF 1836.30 FEET; THENCE EASTERLY, ALONG SAID CURVING RIGHT OF WAYLINE, FOR AN. ARC DISTANCE OF 205.38 FEET, SAID ARC HAVE. A CHORD OF 205.28 FEET BEARNG SOUTH 73°45'38" EAST TO THE POINT OF TANGENCY OF SAID CURVE; THENCE SOUTH 76°57'53" EAST, ALONG SAID SOUTHERLY RIGHT OF WAY LINE FOR. A DISTANCE OF 380.01 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID SOUTHERLY RIGHT OF WAY LINE, SOUTH 76°22'08" EAST, FOR. A DISTANCE OF 310.76 FEET, TO THE WEST RIGHT OF WAY LINE OF MARYLAND AVENUE (HAVING A 60.00 FT. RIGHT OF WAY); THENCE Filc # 2025026709 BK: 4912 PG: 1246, Pages: 60 of 61 SOUTH 01°33'43" WEST, ALONG SAID WEST RIGHT OF WAY LINE, FOR A DISTANCE OF 773.56 FEET, TO THE NORTHERLY BANK OF A TIDAL CANAL; THENCE WESTERLY, ALONG SAID NORTHERLY BANK, FOR THE FOLLOWING THREE (3) COURSES: NORTH 88°20'56" WEST, FOR A DISTANCE OF 79.41 FEET; THENCE NORTH 89°45'19" WEST, FOR. A DISTANCE OF 192.95 FEET; THENCE NORTH 88°02'04" WEST, FOR A DISTANCE OF 211.52 FEET, TO A POINT ON THE EASTERLY BOUNDARY OF A PARCEL DESCRIBED IN OFFICIAL RECORDS BOOK 4066, PAGE 335 OF THE PUBLIC RECORDS OF BAY COUNTY, FLORIDA; THENCE NORTH 13°37'59" EAST, ALONG SAID EASTERLY BOUNDARY, FOR A DISTANCE OF 860.37 FEET TO THE POINT OF BEGINNING. SAID LANDS LYING IN AND BEING A PORTION OF SECTION 8, TOWNSHIP 3 SOUTH, RANGE 14 WEST, BAY COUNTY, FLORIDA. CONTAINING 7.376 ACRES, MORE OR LESS. TRACT 4: COMMENCE AT THE NORTHWEST CORNER OF SECTION 8, TOWNSHIP 3 SOUTH, RANGE 14 WEST, BAY COUNTY, FLORIDA; THENCE SOUTH 88°52'20" EAST, ALONG THE NORTH LINE OF SAID SECTION 8, FOR A DISTANCE OF 744.42 FEET; THENCE SOUTH 23°23'22" WEST, FOR A DISTANCE OF 629.43 FEET, TO THE NORTHERLY RIGHT OF WAY LINE OF ARTHUR DRIVE (HAVING A 100.00 FT. RIGHT OF WAY); THENCE NORTH 69°57'35" WEST, ALONG SAID NORTHERLY RIGHT OF WAY LINE, FOR Al DISTANCE OF 705.47 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 443.52 FEET; THENCE WESTERLY, ALONG SAID CURVING RIGHT OF WAY LINE, FOR AN ARC DISTANCE OF 49.65 FEET, SAID ARC HAVING A CHORD OF 49.62 FEET BEARING NORTH 73°10'00" WEST TO THE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID RIGHT OF WAYI LINE FOR THE FOLLOWING FOUR (4) COURSES: WESTERLY, ALONG SAID CURVE, FOR AN ARC DISTANCE OF 212.86 FEET, SAID ARC HAVING A CHORD OF 210.82 FEET BEARING SOUTH 89052'38" WEST TO THE POINT OF TANGENCY OF SAID CURVE; THENCE SOUTH 76°07'41" WEST, FOR A DISTANCE OF 468.75 FEET, TO THE POINT OF CURVATURE OF A CURVE CONCA VE TO THE NORTHEAST AND HAVING A RADIUS OF 70.00 FEET; THENCE NORTHWESTERLY, ALONG SAID CURVE FOR AN ARC. DISTANCE OF 112.20 FEET, SAID ARC HAVING A CHORD OF 100.57 FEET BEARING NORTH 57°57'14" WESTTO THE POINT OF TANGENCY OF SAID CURVE; THENCE NORTH 12°02'09" WEST, FOR A DISTANCE OF 330.86 FEET, TO A POINT ON THE SOUTH BOUNDARY OF A PARCEL DESCRIBED IN OFFICIAL RECORDS BOOK 2724, PAGE 514 OF THE PUBLIC RECORDS OF BAY COUNTY, FLORIDA; THENCE, ALONG SAID BOUNDARY FOR THE FOLLOWING TWO (2) COURSES: NORTH 78°25'32" EAST, FOR A DISTANCE OF 115.16 FEET; THENCE SOUTH 85°39'22" EAST, FOR A DISTANCE OF 313.20 FEET, TO THE SOUTHEAST CORNER OF SAID BOUNDARY; THENCE SOUTH 04°45'35" WEST, FOR. A DISTANCE OF 29.08 FEET; THENCE SOUTH 68036'48" EAST, FOR A DISTANCE OF 445.58 FEET; THENCE SOUTH 13°37'35" WEST, FOR A DISTANCE OF 74.13 FEET TO THE POINT OF BEGINNING. SAID LANDS LYING IN AND BEING A PORTION OF SECTION 7, TOWNSHIP 3 SOUTH, Filc # 2025026709 BK: 4912 PG: 1247, Pagcs: 61 of 61 RANGE 14 WEST, BAY COUNTY, FLORIDA. CONTAINING 4.712 ACRES, MORE OR LESS.