WALNUT CREEK COMMUNITY DEVELOPMENT DISTRICT BROWARD COUNTY WORKSHOP FEBRUARY 27, :00 P.M.

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1 WALNUT CREEK COMMUNITY DEVELOPMENT DISTRICT BROWARD COUNTY WORKSHOP FEBRUARY 27, :00 P.M. Special District Services, Inc SW 165 th Avenue, Suite 200 Miami, FL ext Telephone 877.SDS.4922 Toll Free Facsimile

2 AGENDA WALNUT CREEK COMMUNITY DEVELOPMENT DISTRICT Walnut Creek Clubhouse 7500 NW 20 th Street Pembroke Pines, Florida WORKSHOP February 27, :00 p.m. A. Call to Order B. Proof of Publication..Page 1 C. Establish Quorum D. Guest Parking Areas Discussion.....Page 2 E. Lake Bank Restoration Discussion. Page 16 F. Landscaping Discussion G. Security System/Services Discussion H. Additional Items I. Adjourn

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7 PREPARED BY AND RETURN TO: Ginger E. Wald, Esq. Billing, Cochran, Lyles, Mauro & Ramsey, P.A. SunTrust Center, Sixth Floor 515 East Las Olas Boulevard Fort Lauderdale, Florida [Space Reserved for Recording Information] LICENSE AGREEMENT (Guest Parking Spaces) THIS IS A LICENSE AGREEMENT, entered into this day of, 2017 ( Effective Date ), by and between: WALNUT CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes, being situated in Broward County, Florida, and whose mailing address is: 2501A Burns Road, Palm Beach Gardens, Florida (the District or Licensor ), and WALNUT CREEK COMMUNITY ASSOCIATION, INC., a Florida homeowner=s association, whose address is: 7500 N.W. 20 th Street, Pembroke Pines, Florida (the Association or Licensee ). RECITALS WHEREAS, the District is a local unit of special-purpose government organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended; and WHEREAS, the District owns guest parking spaces within the District boundaries with accompanying sidewalks and landscaping, as set forth in the legal description attached hereto and made a part hereof, Exhibit A ( Parking Spaces or Licensed Premises ); and License Guest parking spaces 1 Page 5

8 WHEREAS, the Association owns certain roadways and landscaping adjacent to the Parking Spaces (the Association Property ); and WHEREAS, the Association desires to use and maintain the Parking Spaces, as more particularly shown and described in Exhibit B, attached hereto and made a part hereof for guest parking; and WHEREAS, the District has determined that the Parking Spaces are part of the amenities for the use of the community and visitors for guest parking and the Association has the desire to continue this use and provide for continued maintenance thereof; and WHEREAS, the parties have agreed to enter into a License Agreement to allow Association to use the Licensed Premises for guest parking. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in this License Agreement, and other valuable considerations, the adequacy and receipt of which are hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing recitals are true and correct and are herein adopted. 2. Grant of License. District hereby grants to Licensee the revocable right, license and privilege of using the Licensed Premises subject to the limitations, conditions, and purposes hereinafter set forth. 3. Term. The term of this License shall commence on the Effective Date, and shall expire five (5) years from that date (the Initial Term ), unless terminated earlier as hereafter set forth. Unless otherwise terminated for cause or for convenience pursuant to Section 13 of this Agreement, the License shall automatically renew for renewal terms of five (5) years each. 4. Use of License Area. Association shall use and occupy the Licensed Premises only for the purpose of using and maintaining guest parking spaces. Association shall pay all maintenance, service charges, fees and expenses relating to the operation of the Licensed Premises. The Licensed Premises shall not be used for any other purpose by Association or any third party without the advance written amendment of this Agreement. 5. Limitations on Use. a. Association agrees that it shall not permit the Licensed Premises, without the advance written consent of the District, to be used or occupied, with the exception of the vehicular and pedestrian public exercising rights of ingress or egress, by any person, firm, entity or corporation other than Association and its agents. b. Association agrees that it shall not permit or allow any nuisance or hazardous activity, trade, or occupation to be permitted or carried on, in or upon the Licensed Premises. License Guest parking spaces 2 Page 6

9 c. Association agrees that it shall not keep in or about the Licensed Premises any material, supplies, equipment, item(s) or thing(s) that have the effect of increasing the risk of any hazard, fire, or catastrophe. d. Association agrees that it shall not permit or commit any waste, injury or damage to the Licensed Premises. e. Association agrees that it shall not permit the Licensed Premises to be used or occupied in any manner which violates any laws, rules, policies or regulations of any federal, state, or local governmental entity, including District. f. Association agrees that it shall not permit, install, or construct any other structures or make any alterations, additions, or enhancements, excepting routine maintenance and repair, of the Licensed Premises, without the prior approval and consent of the District Board of Supervisors, except for routine landscape replacement. 6. Property Right. Association expressly acknowledges that it gains no property or contract right from the continued maintenance of the Licensed Premises contemplated herein and further acknowledges that the license granted herein is terminable by the District as provided herein and as determined by District. 7. Damage to Premises. The Association shall not, by its use or occupancy, cause damage to the Licensed Premises. Association agrees that all personal property placed upon the Licensed Premises shall remain the property of and be the responsibility of Association and shall be placed upon the Licensed Premises at the sole risk of Association. Association shall give the District, or its designated agent, prompt written notice, in the manner provided herein, of any occurrence, incident or accident occurring within the Licensed Premises. 8. Permits. Association shall obtain any and all required permits from governmental entities, including but not limited to the City of Pembroke Pines and Broward County. Association shall be solely responsible for any and all fees, costs, and expenses related to the maintenance and repairs of the Parking Spaces. 9. Inspection of License Area. The District, its agents and its authorized employees or representatives may enter upon the Licensed Premises at anytime to examine same to determine if Licensee is properly maintaining the Licensed Premises allowed by this Agreement. 10. Indemnification. a. Association shall indemnify, defend and hold harmless the District, its officers, agents and employees, from and against any and all claims, suits, actions, damages, fines, penalties, liabilities, expenditures or causes of action of any kind arising directly or indirectly from this Agreement and arising out of or in any way connected to an intentional act or any negligent act, omission or error of, or violation of any rule, regulation or law by Association, its officers, agents, or License Guest parking spaces 3 Page 7

10 employees, which in turn results in or relates to any penalties, fines, liability, or injuries to body, life, limb or property sustained in, about or upon the Licensed Premises, arising from the use of the Licensed Premises by the Association, its officers, employees and agents. b. Association shall defend, at its sole cost and expense, any legal action, claim or proceeding instituted by any person or governmental agency, including the Internal Revenue Service, against the District as a result of any proceeding, claim, suit or cause of action accruing or in any way arising out of this Agreement for injuries to body, life, limb or property or violation of any rule, regulation or law, as set forth above. c. Association shall save the District harmless from and against all judgments, orders, fines, penalties, decrees, reasonable attorneys fees through any appellate proceedings, costs, expenses and liabilities incurred in and about any proceeding, claim, suit or cause of action, and the investigation or defense of them, which maybe entered, incurred or assessed as result of the foregoing. 11. Insurance. a. Without limiting any of the other obligations or liabilities of Association, Association shall provide, pay for, and maintain, at Association cost and expense, in force the insurance coverages set forth in this paragraph, at all times, as well as ensure the District coverage of the protection contained in the foregoing indemnification provision undertaken by the Association. b. Comprehensive general liability with minimum limits of one million and 00/100 dollars ($1,000,000.00) per occurrence, combined single limit for body injury liability and property damage liability coverage, must be afforded and must include: (1) premises, operations or both. (2) District shall be included as an additional named insured. (3) Notice of Cancellation and/or Restriction the policy(ies) must be endorsed to provide District with thirty (30) days advance written notice of cancellation or restriction. c. Prior to commencing the use of the Licensed Premises and at anytime upon the request of the District or its staff, Association shall provide the District with a copy of all insurance polices required by this paragraph showing that District has been named as an additional named insured under such policies. d. Renewal of the insurance and provision of a copy of such renewal to the District on an annual basis is the responsibility of the Association. License Guest parking spaces 4 Page 8

11 e. All required insurance policies shall preclude any underwriter s rights of recovery or subrogation against District with the express intention of the parties being that the required insurance coverage protects both parties as the primary coverage for any and all losses covered by the above-described insurance. f. The clauses, Other Insurance Provisions and Insured Duties in the Event of an Occurrence, Claim or Suit as it appears in any policy of insurance in which the District is named as an additional insured shall not be applicable to District. District shall provide written notice of occurrence within fifteen (15) working days of District s actual notice of such an event. 12. Maintenance and Repair of Licensed Premises. a. It shall be the responsibility of Association to keep the Licensed Premises in good operating condition, clean, sanitary and free from trash and debris. The upkeep and maintenance of the Licensed Premises under this Agreement shall be borne solely by and at the cost and expense of Association, and Association agrees to maintain the Licensed Premises in accordance with the terms and conditions of this Agreement and consistent with prudent and reasonable maintenance procedures and techniques. b. Association agrees that it will replace or repair any and all District improvements which are damaged as a result of the maintenance, operation, and upkeep of the Licensed Premises by Association, its officers, agents, and employees, utilizing the same quality of materials and workmanship as approved by the District Manager of District or her designee. c. Association acknowledges that it will bear any and all costs and expenses associated with removal of any improvements not permitted or authorized under this Agreement and which encroach on or within the Licensed Premises within ninety (90) calendar days of receipt of notice to remove from District. In the event Association fails to remove all or any part of such improvement or encroachment within said time period, District is authorized to remove, without any liability whatsoever, the encroachment or any portion thereof and all costs and expenses associated with such removal shall be owed to District and payable to District within thirty (30) days of such removal action. 13. Termination/Revocation of License. a. Either party may terminate this Agreement for convenience after ninety (90) days notice to the other party, said notice to be provided in accordance with this Agreement. After thirty (30) days notice without a cure by Association, District may also terminate this Agreement for cause in the event Association is in default or breach of any of the provisions of this Agreement. Association shall peaceably surrender and deliver the Licensed Premises to the District immediately upon the effective date of the termination of this Agreement. Notwithstanding the above, during the first three (3) years of the Initial Term of this Agreement, District may terminate the Agreement only for a breach of any of the terms and conditions of this Agreement. License Guest parking spaces 5 Page 9

12 b. The District may also terminate this Agreement for cause if Association fails to cure any breach of this Agreement after thirty (30) days notice of such breach from District to Association. 14. Special Exception. It is agreed that this license is granted to Association for Association s sole benefit and is a special exception to the policy of the District. 15. Observance of Laws. Association shall observe all rules, laws, and ordinances of the City of Pembroke Pines, Broward County, the State of Florida, and the United States, their respective agencies and departments, having jurisdiction. Association is responsible for assuring that its officers, employees, and agents observe all such laws, rules, and ordinances. 16. Assignment. Association shall have no authority to assign any of its rights under this Agreement at any time during any term of this Agreement without a written amendment to this Agreement. Should Association attempt to assign this Agreement or any portion of this Agreement, then the Agreement shall be terminated immediately without prior notice to Association. Association agrees that it shall not assign, convey, or otherwise encumber the Licensed Premises. 17. Amendment. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed by both parties with the same formality and of equal dignity herewith. 18. Waiver. Failure of the District to insist upon strict performance of any covenant or condition of this Agreement or to exercise any right contained in this Agreement shall not be construed as a waiver or relinquishment for the future of any such covenant, condition or right, but the same shall remain in full force and effect. None of the conditions, covenants or provisions of this Agreement shall be waived or modified except in writing by the parties to this Agreement. 19. Notice. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be (as elected by the person giving such notice) hand delivered by prepaid express overnight courier or messenger service, telecommunicated, or mailed (airmail if international) by registered or certified (postage prepaid), return receipt requested, to the following addresses: AS TO THE DISTRICT: With a copy to: Walnut Creek Community Development District 2501A Burns Road Palm Beach Gardens, Florida Attention: District Manager Billing, Cochran, Lyles, Mauro & Ramsey, P.A. SunTrust Center, Sixth Floor 515 East Las Olas Boulevard Fort Lauderdale, Florida Attention: Dennis E. Lyles License Guest parking spaces 6 Page 10

13 AS TO ASSOCIATION: Walnut Creek Community Association, Inc N.W. 20 th Street Pembroke Pines, Florida Attn: President 20. License, not Lease. It is acknowledged and stipulated by and between the parties hereto that this Agreement shall NOT be deemed a lease of the Licensed Premises by Association but rather a license granted to Association by District to use and occupy the Licensed Premises under the terms and conditions stated herein. 21. Recordation. This Agreement shall not be effective until it has been executed by all parties and recorded in the Public Records of Broward County, Florida. 22. Covenants Running With the Land. The provisions of this Agreement are covenants running with the lands described herein, and are binding upon Association and its respective successors and assigns. 23. Venue. Venue for purposes of any litigation arising out of this Agreement shall be Broward County. To the extent authorized by Florida law, the prevailing party in litigation arising out of this Agreement shall be entitled to recover reasonable attorney s fees. 24. Entire Agreement. This Agreement represents the entire and integrated agreement between the District and the Association and supersedes all prior negotiations, representations or agreements, either written or oral. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. ATTEST: Secretary/Assistant Secretary WALNUT CREEK COMMUNITY DEVELOPMENT DISTRICT Chairperson STATE OF FLORIDA } COUNTY OF BROWARD } The foregoing instrument was acknowledged before me this day of, 2017, by, as Chairperson of the Board of Supervisors of the WALNUT CREEK COMMUNITY DEVELOPMENT DISTRICT, who is personally known and/or produced as identification who being duly sworn, deposes and says that the aforementioned is true and correct to the best of his knowledge. License Guest parking spaces Notary Public, State of Florida 7 Page 11

14 My Commission Expires: Name of Notary [Typed, Printed or Stamped] STATE OF FLORIDA } COUNTY OF MIAMI-DADE } The foregoing instrument was acknowledged before me this day of, 2017, by, as Secretary/Assistant Secretary of the Board of Supervisors of the WALNUT CREEK COMMUNITY DEVELOPMENT DISTRICT, who is personally known and/or produced as identification who being duly sworn, deposes and says that the aforementioned is true and correct to the best of his knowledge. My Commission Expires: Notary Public, State of Florida [Signature] Name of Notary [Typed, Printed or Stamped] License Guest parking spaces 8 Page 12

15 WITNESSES: WALNUT CREEK COMMUNITY ASSOCIATION, INC., a Florida Homeowner s Association Print Name: By: President Print Name: STATE OF FLORIDA } } ss COUNTY OF MIAMI-DADE } The foregoing instrument was acknowledged before me this day of, 2017, by, as of WALNUT CREEK COMMUNITY ASSOCIATION, INC., a Florida homeowner s association, who is personally known to me or has produced as identification and did not (did) take an oath. My Commission Expires: Notary Public, State of Florida [Signature] Name of Notary [Typed, Printed or Stamped] License Guest parking spaces 9 Page 13

16 EXHIBIT A LEGAL DESCRIPTION Page 14

17 EXHIBIT B LOCATION Page 15

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19 From: Andy Tilton Sent: Thursday, February 9, :23 AM To: Gloria Perez Cc: Ginger E. Wald William Julian Romero Subject: RE: WC Request for Clarification Thank you for this information. I had no previous knowledge of this requirement on the Association as it relates to townhouses or on the individual homeowners as it relates to single family home sites located on the storm water ponds as stated in the Walnut Creek Community Association, Inc. (Association) document excerpt provided. This could be challenge from the perspective of the individual property owners or the Association to maintain a portion of the adjacent pond bank when the property is owned by Walnut Creek Community Development District (WCCDD). WCCDD would need to authorize through some document the right to do work on their property and would want to retain control at least to the final product since they have responsibility under their permit with South Florida Water Management District (SFWMD). While this is possible, it would be very cumbersome to administer and be quite costly for WCCDD. The ponds are owned by (WCCDD) based on the Broward County Property Appraiser s web site. The web site of (SFWMD) shows WCCDD as the present owner and operator of the storm water ponds. Reading some of the documents on the SFWMD web site indicates the permittee, Lennar, as the operator and in other locations the Walnut Creek Community Association, Inc. is shown to be the operator. Listing the operator as the permittee or Association is a common occurrence early in developments like this. It allows the developer to be paid for the land under the ponds through bonds sold by the WCCDD at a time following the construction. If WCCDD was the initial owner prior to the bond sale, then there would be no sale to the WCCDD. All this said, WCCDD is the owner and operator of the storm water ponds now. The assessment of the cost of the operation and maintenance of the ponds to all the residential parcels is based on the benefit received from them. Each parcel must have storm water treatment and attenuation for post development runoff greater than the pre-development rate. It is often more practical to place these functions in one or more storm water ponds rather than having them on or adjacent to each parcel. The roads that serve each parcel also create excess runoff and it must be treated and attenuated. Again, this is more economically done through a common system of ponds rather than detention for the roadway parcels alone. The clubhouse and its associated areas produce excess runoff and contribute to these ponds. Landscape areas owned and operated by the Association or WCCDD, parking spaces and the associated tracts, and other miscellaneous parcels also must be included for treatment and attenuation. Each parcel receives a benefit from use of the roads, clubhouse, landscaping, guest parking, etc. whether or not they use these facilities directly. This benefit is paid for by each residential parcel as outlined in the assessment methodology completed as part of the initial sale of bonds and is normally continued for apportioning maintenance after the bonds are retired just as it was while the bonds were in force. Parcel owners on storm water ponds may gain some benefits not provided to those parcels away from the ponds. These could include aesthetics and lack of adjacent neighbors. These benefits usually result in higher property values with accompanying higher taxes than parcels not on a storm water pond. Page 17

20 There are sound reasons that WCCDD pay for the maintenance required on the storm water ponds. If the Walnut Creek Community Association, Inc. or individual homeowners want to pay additional monies and reduce the cost to WCCDD, then it is something the Board of Supervisors could consider. From: Gloria Perez Sent: Wednesday, February 08, :00 PM To: Andy Tilton Cc: Ginger E. Wald William Julian Romero Subject: WC Request for Clarification Good Afternoon Andy, Attached please find a document provided to the District at yesterday s meeting by Fran a Resident pertaining to the HOA Docs Lake and Canal Slopes. The Resident went on to state that only homeowners residing in front of the lakes should be responsible for the costs and/or repair work. During the meeting Ginger recommended that I forward the information to your attention and get your professional opinion and clarification as to the District s responsibilities. Please advise. Thanks and have a great day, Gloria Page 18

21 American Shoreline Restoration Inc PGA Blvd. Suite 134 Palm Beach Gardens, FL ba33418@yahoo.com February 13, 2017 Walnut Creek Community Development District C/O Special District Services Inc. Gloria Perez, District Manager 8785 SW 165 th Avenue, Suite 200 Miami, Florida RE: Walnut Creek CDD Lake Bank Restoration Bid Extension Review - Repayment Terms via to: gperez@sdsinc.org American Shoreline Restoration (ASR) has been presented with, and is agreeable to, extension of ASR credit with repayment terms within a 5 year span for the lake bank restoration project at Walnut Creek CDD (WCCDD). The implied repayment in full is within 5 years. This extension will include 60% interest free balance due repayment with a 40% deposit, and 5 year (60 month) equal monthly repayment installments. Repayment installments will begin at project commencement. There is no penalty for early loan repayment. The cost will be the original bid amount of $594,600. Due to new workload estimates, the project can be completed in its entirety from beginning to end if so desired by ASR, or completed over a 2 year span. ASR will add $3 incrementally (divided by the # of phases) to the cost per linear foot if the project work (and repayment) is extended in phases over the multiple years. For example, a maximum of 5 phases would include an additional 1/5 th of $3 =.60 cents additional per linear foot cost for each of the 5 phases. Each phase needs to be completed in consecutive years. Repayment should begin at the commencement of work on each phase. The start of work for either option should begin by February, The above Bid Extension Review is drawn as a guideline for discussion. Best Regards, electronically signed - William Anderson William Anderson - President / Owner American Shoreline Restoration Inc. Page 19

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