12/04/2014 Agenda Heritage Bay Community Development District
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Board of Supervisors y_42. L___________
Edwin Hubbard,Chairman Calvin Teague,,District�ager
Ronald A.Grant,Vice Chairman Gregory Urbancic,District Counsel
Dennis Gagne,Assistant Secretary David Wilkison,District Engineer
John May,Assistant Secretary
Regular Meeting Agenda
December 4,2014—9:00 a.m.
1. Roll Call
2. Public Comments on Agenda Items
3. Organizational Matters
A. Oaths of Office J.May
B. Acceptance of Resignation of Mr. Drake(Seat 3)
C. Discussion of Appointment to Fill Seat 3
D. Election of Officers—Resolution 2015-2
4. Approval of the Minutes of the November 6,2014 Meeting
5. Old Business
A. Pickleball Court Lease
B. Lake 26 Update
6. New Business
7. Manager's Report
A. Approval of Financials,Check Register and Invoices
B. Engagement Letter for Arbitrage Services
C. Field Manager's Report
D. Follow Up
S. Attorney's Report
9. Engineer's Report
10. Supervisors'Requests and Audience Comments
11. Adjournment
NOTES:The next meeting is scheduled for January 8,2015 at 9:00 a.m.
District Office: Meeting Location:
210 N.University Drive,Suite 702 Heritage Bay Clubhouse
Coral Springs,FL 33071 10154 Heritage Bay Boulevard
954-753-5841 Naples,FL
Naples Daily News
Naples, FL 34110
Affidavit of Publication
Naples Daily News
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HERITAGE BAY COMMUNITY
DEVELOPMENT DISTRICT
210 N UNIVERSITY DR # 702
CORAL SPRINGS FL 33071-7320
REFERENCE: 063481
59758431 NOTICE OF MEETINGHER
State of Florida
Counties of Collier and Lee
Before the undersigned authority; personally —
appeared Dan McDermott, says that he serves aq the mvv -7"t sw o „°
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Inside Sales Supervisor, of the Naples Daily News, ti!'^` E°
a daily newspaper published at Naples, in Collier a €d �' g
County, Florida: distributed in Collier '▪ az 5 0,s
and Lee counties of Florida; that the attached o � s= p d;
copy of advertising was published in said -64" -g° • °
newspaper on dates listed. Asa gn' r = �"
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Affiant further says that the said Naples Daily ' 'a gs' .; _ €' 1g£ fE
News is a newspaper published at Naples, in said 0�^ ° ° 3a">18 as aoE og,o �°
=em a aim c
Collier County, Florida, and that the said 4
newspaper has heretofore been continuously �_� m EG'` 1P rxNg 'gra
day and has been entered as second class mail Z ,t v"m°41c�g ¢E
T. ti rJ Y4q O@ &
matter at the post office in Naples in said ° o� j° aE
Collier County, Florida, for a period of 1 year 1- -. "ig � avti
next preceding the first publication of the _ :-os =�tcQ 6a e 6 8.
attached copy of advertisement; and affiants
advertisement; w°d ft g°rig£"t.s n. @ tea..
further says that he has neither paid nor °ssgf°ggvdQ .6, �° ,.
promised any person, firm or corporation any s r-so..,i~512, � goo.
discount, rebate, commission or refund for the 6�1 � � dig �SO.V6
purpose of securing this advertisement for `� P. Ke� m-= '~ warty '
publication in the said newspaper.
PUBLISHED ON: 11/25
AD SPACE: 62 LINE
FILED ON: 11/25/14
Signature of Affiant _)
Sworn to and Subscribed before me this j day of if 20/y
Personally known by me –
4 °oe6 Notary Public State of Florida
Susan D Flora
If ,:
,pr My Commission FF 040250
'Pp,op. Expires 07/28/2017
L E N NAR"
November 10, 2014
Heritage Bay Community Development District •
c/o Calvin Teague
District Manager
Severn Trent Management Services
5911 Country Lakes Road
Fort Myers, FL 33905
Dear Cal;
Please accept my resignation from the Heritage Bay Community Development District,
effective today, November 10th, 2014.
hank yo.,
/
Dalton Drake
Supervisor
10481 Ben C Pratt/6 Mile Cypress Pkwy.,Fort Myers,FL 33966 Phone 239.278.1177 Fax 239.931.4749
LENNAR.COM
RESOLUTION 2015-2
A RESOLUTION DESIGNATING OFFICERS OF
HERITAGE BAY COMMUNITY DEVELOPMENT
DISTRICT
WHEREAS, the Board of Supervisors of Heritage Bay Community Development District
at a regular business meeting held on December 4, 2014 desires to appoint the below recited
persons to the offices specified.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
SUPERVISORS OF HERITAGE BAY COMMUNITY
DEVELOPMENT DISTRICT:
1. The following persons were appointed to the offices shown,to wit:
Edwin Hubbard Chairman
Ronald Grant Vice Chairman
Calvin Teague Secretary
Robert Koncar Treasurer
Stephen Bloom Assistant Treasurer
John May Assistant Secretary(s)
Dennis Gagne Assistant Secretary
PASSED AND ADOPTED THIS,4th DAY OF DECEMBER,2014.
1.
Chairman
Calvin Teague — ✓
Secretary
•
GROUND LEASE
THIS GROUND LEASE(this"Lease")is made and entered into as of this day of
, 2015, by and between HERITAGE BAY COMMUNITY DEVELOPMENT
DISTRICT,a community development district established and existing pursuant to Chapter 190,Florida
Statutes ("Landlord"), and HERITAGE BAY GOLF & COUNTRY CLUB, INC., a Florida not-for-
profit corporation ("Tenant"). Landlord and Tenant are sometimes referred to individually herein as a
"Party"or collectively as the"Parties".
RECITALS:
WHEREAS, Landlord is a community development district formed pursuant to Chapter 190,
Florida Statutes that has the authority to exercise powers to finance, fund, plan, establish, acquire,
construct or reconstruct, enlarge or extend,equip, operate, and maintain systems and facilities for roads,
water management, water supply, sewer, and street lights, among other powers, including all powers
necessary, convenient, incidental or proper in connection with any of the powers, duties, or purposes
authorized by Chapter 190,Florida Statutes;and
WHEREAS,the Association is incorporated under Chapters 617 and 720, Florida Statutes as an
organization which owns and operates certain community infrastructure and amenity facilities located
within the Heritage Bay community which is within the boundaries of the Heritage Bay Community
Development District. The membership of the Association is comprised solely of property owners within
the Heritage Bay Community Development District and all of the Heritage Bay property owners are
members of the Association pursuant to a recorded declaration;and
WHEREAS, Landlord owns in fee simple certain vacant land located in Collier County,Florida,
which land is more particularly described in Exhibit "A" attached hereto and incorporated herein by
reference(the"Premises")and Tenant desires to lease the Premises from Landlord and Landlord desires
to lease the Premises to Tenant.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth and of good,
lawful and valuable considerations received by each of Landlord and Tenant,the receipt and sufficiency
of which are hereby acknowledged,Landlord and Tenant hereby agree as follows:
I. Premises. Landlord does hereby demise and lease exclusively unto Tenant and Tenant
does hereby lease and take from Landlord, upon the terms,covenants and agreements and subject to the
conditions hereinafter set forth, the Premises, together with all appurtenant rights thereunto belonging,
including,without limitation,all rights,privileges,benefits,rights-of-way and easements now or hereafter
appurtenant or belonging thereto,whether arising under this Lease or under any private or public grant or
authority.
2. Lease Term.
(a) Term. The term("Term")of this Lease shall commence on (the
"Commencement Date")and,except as otherwise provided herein, shall expire on the date which is ten
(10)years thereafter.
(b) Renewal Terms. Provided Tenant is not in default beyond any applicable notice
or cure period at the time it exercises each option and has not been in default of this Lease on more than
two (2) occasions in any twelve (12) month period (regardless of any applicable cure or cure period),
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Tenant shall,at its option,have the right to renew this Lease for two(2)additional terms of five(5)years,
with such term commencing upon the expiration of the original Term or prior renewal term,as applicable
(each renewal term is referred to herein as a"Renewal Term"),subject,however,to the following terms
and conditions:
i. All terms and conditions of this Lease are to remain the same and in full force
and effect, except that the Rent then-in effect (i.e., the Rent in effect immediately prior to the
expiration of the Lease Term or Renewal Term, as applicable) shall be increased by twenty
percent(20.0%).
ii. Tenant must notify Landlord in writing by certified or registered mail or hand
delivery, at least one hundred eighty (180) days prior to the expiration of the Term (or prior
Renewal Term,as applicable)that Tenant intends to renew the Lease for the applicable Renewal
Term. Tenant's failure to timely so notify Landlord in the above manner shall automatically be
deemed Tenant's waiver of Tenant's option for the applicable Renewal Term.
3. Rent.Tenant shall pay to Landlord,as"Rent"for the Premises,the sum of Five Hundred
Dollars($500.00)per year payable on or before of each year of the Lease. Tenant
further agrees to pay, in addition to, but not in lieu of, the Rent any and all sales and use tax now or
hereafter imposed by any governmental entity upon,applicable to,or measured by or on the Rent and any
other charge payable to Landlord under this Lease. Tenant shall pay to Landlord,concurrently with each
such payment of Rent,or such other charges hereunder,the amount of sales and use tax attributable to the
payment being made to Landlord. If any such tax is required to be paid to the governmental taxing
authority directly by Landlord, whether during the Term of the Lease (or any Renewal Term) or
subsequent to the termination of this Lease (including any underpayments, if such tax is levied on the
Rent paid by Tenant),then Landlord upon demand shall be fully reimbursed by Tenant for such payment.
4. Construction of Improvements. Tenant shall have the right, at Tenant's sole cost and
expense, to construct pickleball courts and a restroom facility upon the Premises (collectively, the
"Improvements"). The Improvements shall be constructed in a good and workmanlike manner and in
accordance with the requirements of all applicable laws, ordinances, statutes, codes, orders, rules and
regulations, including, without limitation, the Americans with Disabilities Act of 1990, as amended
(collectively, "Applicable Laws") of all governmental entities having jurisdiction over the Premises
(collectively, "Governmental Authorities"). Tenant shall,at its sole expense, shall have the obligation
to obtain all necessary permits and approvals from Governmental Authorities to construct, operate,
maintain,and repair the Improvements on the Premises. Further,all Improvements shall be designed and
constructed by Tenant so as to be in harmony and architecturally consistent with other similar
improvements within Heritage Bay community. No Improvements shall be constructed or installed so as
to materially and adversely affect or interfere with any governmental services provided by Landlord to the
Heritage Bay community. Landlord shall reasonably cooperate with Tenant in obtaining any and all
permits, licenses and approvals required by the Governmental Authorities in connection with such work;
provided,however,that such cooperation shall be at no expense to Landlord.
5. Ownership of Improvements. It is expressly understood and agreed that any
Improvements of whatsoever nature at any time constructed, placed, or maintained by Tenant upon any
part of the Premises shall be and remain property of Tenant during the Term of the Lease(including any
Renewal Term), subject to Landlord's rights upon termination or expiration. Except as otherwise set
forth herein, upon termination or expiration of this Lease, all Improvements, shall become the sole and
separate property of Landlord, free and clear of any and all liens, mortgages,encumbrances or claims of
any kind, without the need for additional documentation, transfer or conveyance. Tenant shall execute
such documentation as may be requested by Landlord to evidence the conveyance of all Improvements to
2
Landlord, including without limitation, a Bill of Sale or other transfer documents as prepared by
Landlord. Landlord's interest in the Improvements at the expiration or termination of this Lease shall be
superior to all other claims and shall not be subordinate to any claim of Tenant, any creditor or lender of
Tenant,or any other party claiming by or through Tenant in any manner. Notwithstanding the foregoing,
Landlord may require by written notice to Tenant within sixty (60) days after the termination of this
Lease that Tenant remove all Improvements from the Premises and restore the Premises to the condition
existing prior to the commencement of this Lease ("Restoration Improvements"). All Restoration
Improvements if required by Landlord shall be completed, at Tenant's sole cost and expense, within
ninety (90) days after the expiration or termination of this Lease. If Tenant shall fail to perform the
Restoration Improvements,then Landlord shall have the right,but not the obligation,to perform or cause
to be performed such Restoration Improvements (if Landlord shall so elect), and Tenant shall repay to
Landlord the entire reasonable cost and expense thereof, together with interest at the rate of eighteen
percent(18%)per annum(or at such lesser rate which is the maximum permitted by applicable law)from
the date of payment until repayment.
6. Tenant Obligations/Utilities/Taxes.
(a) Except as otherwise specifically set forth in this Lease, Landlord shall not be
required to make any payment of any kind with respect to this Lease, nor shall Landlord be required to
incur any obligation or liability with respect to this Lease or the ownership, construction, operation,
maintenance or repair of the Improvements or the Premises, and the same shall be the sole obligation of
• Tenant.
(b) Throughout the entire Term of this Lease(and any Renewal Term),Tenant shall
pay directly to the appropriate utility company or public authority all service charges for water,electricity
and sewer usage and for telephone,cable and other communication services and all other utility services
used,rendered or supplied to the Premises. Tenant shall also be required to satisfy any lien that attaches
to the Premises which results from Tenant's failure to pay any such utilities,taxes,assessments or costs.
Tenant shall also be responsible, at Tenant's sole cost and expense, for the installation and construction
on the Premises of all utility lines necessary in Tenant's sole and absolute discretion to provide services to
the Premises. Landlord shall reasonably cooperate with Tenant in Tenant's efforts to obtain any utility
services reasonably necessary for Tenant's use of the Premises;provided,however,that such cooperation
shall be at no expense to Landlord.
(c) From and after the Commencement Date,Tenant shall be liable for the payment
of all real estate taxes, special assessments, and any other taxes, levies, or impositions charged by an
appropriate taxing authority with respect to the Premises, if any. Tenant shall provide evidence to
Landlord that all such taxes have been paid within sixty(60)days prior to delinquency.
7. Use. Tenant shall have the right to use the Premises for the following: (i) construction
and operation of the Improvements and (ii) pickleball and related activities for the members of the
Heritage Bay Golf&Country Club.Tenant shall at all times comply with all Applicable Laws applicable
to the Premises and the construction,operation,maintenance,repair and use of the Premises.
8. Maintenance and Repair. Tenant shall, at its own cost and expense, maintain or cause
to be maintained the Premises and all Improvements located thereon in good condition and repair
(reasonable wear and tear excepted) and in compliance with any and all Applicable Laws of
Governmental Authorities. Landlord shall have no obligation to maintain or repair the Premises or any
Improvements.
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9. No Liens or Encumbrances. The interest of Landlord in the Premises and the Property
is not subject to liens for improvements or alterations made by Tenant, and it is specifically understood
and agreed that in no event shall Landlord or the interest of Landlord in the Premises be liable for or
subject to any construction, materialman's, or laborer's liens for improvements or work made by or for
Tenant,services rendered,materials furnished or obligations incurred by or on behalf of Tenant;and this
Lease specifically prohibits the subject of Landlord's interest in the Premises to any construction,
materialman's,or laborer's liens for improvements made by Tenant or for which Tenant is responsible for
payment under the terms of this Lease. Tenant shall comply with the Construction Lien Law of the State
of Florida as set forth in Chapter 713, Florida Statutes. Tenant will not create, nor permit to be created,
nor remain as a result of any action or work done or contracted for by Tenant,any lien,encumbrance or
charge levied on account of any imposition, or any construction, mechanic's, laborer's or materialman's
lien which might be, or become a lien, encumbrance or charge upon the Premises or the Property. Any
construction, mechanic's, laborer's or materialman's lien shall be promptly discharged by Tenant in
accordance with Florida law,or Tenant shall promptly transfer such lien to a proper surety or cash bond
as provided by Chapter 713, Florida Statutes, time being of the essence. The foregoing obligations of
Tenant shall survive the Lease Term, and the failure of Tenant to comply with the foregoing shall be a
material default hereunder.
10. Insurance.
(a) From and after the Commencement Date, Tenant shall carry or cause to be
carried the following insurance policies (which may, at Tenant's option, be carried under a blanket
policy): (i) commercial general liability insurance covering bodily injury, property damage and personal
injury(with the contractual liability exclusion deleted by endorsement)occurring on the Premises, which
policy shall insure against claims for bodily injury, property damage and personal injury occasioned by
occurrences after the Commencement Date relating to the Premises and recognize claims on an
occurrence basis and have combined single limits of at least$2,000,000.00 and annual aggregate limits of
not less than$4,000,000.00;(ii)"All risks"property insurance insuring against such risks as arc deemed
necessary by Tenant;and(iii)Workers'Compensation Insurance to the extent required by the laws of the
State of Florida. Tenant shall from time to time, and upon the request of Landlord, furnish to Landlord
either(x) a copy of Tenant's insurance policy(ies) or(y) a certificate of insurance evidencing Tenant's
compliance with the insurance coverage requirements of this Section. Each policy of insurance shall be
with insurance companies authorized to do business in Florida and satisfactory to Landlord(an insurance
company with Best's Key Rating Guide: Property - Casualty of not less than "A+" shall be deemed
satisfactory to Landlord). Each policy of insurance shall name Landlord as an"Additional Insured"on a
primary and non-contributory basis, and a copy of said policies shall be provided to Landlord upon each
renewal,and/or within thirty(30)days of any change of policies. Each Party hereby waives any cause of
action it may have against the other Party on account of any loss or damage that is insured against under
any insurance policy(to the extent that such loss or damage is recoverable under such insurance policy)
covering the Premises or Improvements thereon. Each Party agrees that it will obtain from its insurance
carrier(s) endorsements to all applicable policies waiving the carrier's rights of recovery under
subrogation or otherwise against the other Party.
(b) In addition to the insurance required to be maintained by Tenant pursuant to the
Lease,the following types of insurance shall be carried by any contractors hired or engaged by Tenant to
construct, alter, repair or maintain the Improvements: (i) commercial general liability insurance; (ii)
workers' compensation insurance for its employees in at least statutory limits, (iii) automobile liability
coverage;and(iv) such other insurance reasonably required by Landlord. Tenant shall supply copies of
all such policies to Landlord prior to commencing work. All policies shall name Landlord as an
"additional insured", be in such amounts customarily carried by prudent contractors in Collier County,
Florida and be issued by companies acceptable to Landlord in its sole discretion.
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1 1. Duty to Restore or Demolish Improvements in the Event of Casualty. In the event of
damage to Improvements on the Premises caused by fire or any other casualty,Tenant shall,within ninety
(90) days after such damage or casualty, notify Landlord in writing of Tenant's election to restore or
rebuild the Improvements or terminate this Lease, demolish the Improvements, and remove from the
Premises all debris resulting from such demolition. The occurrence of any damage or casualty to the
Premises or the Improvements located thereon shall not relieve Tenant of its obligation to pay rent under
this Lease; provided, however, in the event Tenant exercises its option to terminate this Lease in
accordance with the immediately preceding sentence, the obligation to pay rent shall cease and terminate
as of the date that Tenant has demolished the Improvements and removed from the Premises all debris
resulting from such demolition.
12. Indemnity. Tenant hereby agrees to defend and indemnify and hold harmless Landlord
and its supervisors, managers, employees, officers, and agents (collectively,the"Indemnified Parties")
from and against all costs, expenses, liabilities and damages suffered or incurred by the Indemnified
Parties (including reasonable attorneys' fees and costs, consultant fees, expert fees and other costs of
defense or settlement) in connection with claims arising from injury or damage to person or property to
the extent that the damage or injury is caused by an act,omission,negligence,or misconduct of Tenant,or
Tenant's agents, contractors, employees, members, patrons, customer, or invitees, or when the injury or
damage is the result of the breach of Tenant of this Lease,or a violation by Tenant of any Applicable Law
or governmental order of any kind. Tenant is not hereby required to defend,indemnify,or hold Landlord
harmless from any claim arising solely from Landlord's gross negligence or willful misconduct. Tenant
further agrees to indemnify and save harmless the Indemnified Parties from and against any and all
liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suits,
judgments, and costs and expenses incidental thereto (including reasonable attorneys' fees and costs,
consultant fees,expert fees and other costs of defense or settlement),which Landlord or any or all of the
Indemnified Parties may hereafter suffer, incur, be responsible for or disburse as a result of any
environmental liabilities directly or indirectly caused by or arising out of any environmental hazards
existing on or about the Premises, but only to the extent that any such existence is caused by Tenant's
activities including,without limitation,the actions of Tenant,its agents,employees,contractors,or others
performing services for Tenant. This provision shall survive the expiration or earlier termination of this
Lease.
13. Quiet Enjoyment. Landlord covenants,warrants and represents that it has full right and
power to execute and perform this Lease and to grant the estate and other rights demised and granted
herein and that Tenant shall peaceably and quietly have, hold and enjoy the Premises and all rights,
appurtenances and privileges belonging or in anywise pertaining thereto from and after the
Commencement Date and continuing during the period this Lease is in force and effect, provided that
Tenant pays Rent and performs all the covenants and conditions of this Lease that Tenant is required to
perform.
14. Condemnation Proceeds. In the event that the whole or any substantial part of the
Premises shall be lawfully condemned or taken in any manner for any public or quasi-public use, this
Lease shall forthwith cease and terminate on the date of the taking of possession by the condemning
authority and Landlord shall be entitled to the entire condemnation award.Tenant may claim and recover
from the condemning authority an award for Tenant's moving expenses, business dislocation expenses,
Tenant's personal property and fixtures and the unamortized costs of leasehold improvements paid by
Tenant,and all other rights in equity to which Tenant is otherwise entitled;provided such claim does not
reduce the condemnation award otherwise payable to Landlord.
5
15. Default by Tenant. The following events shall be deemed to be events of default by
Tenant under this Lease:
(a) Tenant's failure to timely pay Rent,or any other charge or sum due hereunder,or
fulfill any other monetary obligation hereunder, and such default continues for fifteen (15) days after
written notice from Landlord;or
(b) Tenant's failure to comply with any other term, provision or covenant of this
Lease which failure is not cured within thirty (30)days after written notice thereof to Tenant; provided,
however, that if the failure is of such a nature that it cannot reasonably be cured within said thirty (30)
day period, Tenant shall not be deemed in default so long as Tenant commences curing such default
within said thirty(30)day period and diligently prosecutes same to completion;or
(c) This Lease or the Premises or any part thereof are taken upon execution or by
other process of law directed against Tenant, or are taken upon or subjected to any attachment by any
creditor of Tenant or claimant against Tenant,and such attachment is not discharged or bonded off within
ninety(90)days after its levy;or
(d) Tenant shall file a voluntary petition in bankruptcy or a voluntary petition
seeking reorganization,or to effect a plan or an arrangement with or for the benefit of Tenant's creditors;
or
(e) Tenant's shall apply for a consent to the appointment of a receiver, trustee or
conservator for any portion of Tenant's property, or such appointment shall be made without Tenant's
consent,and shall not be removed within ninety(90)days.
All sums becoming due or payable under this Lease, including all money expended pursuant to the
provisions hereof or on account of any default in the performance and observance of any agreements or
covenants herein,shall bear interest at the rate of eighteen percent(18%)per annum(or at such lesser rate
which is the maximum permitted by applicable law) from thirty (30) days after the date such sums
become due or payable.
16. Landlord's Remedies for Tenant's Default. Upon the occurrence of an event of default
by Tenant pursuant to Section 15 which is not cured within the applicable cure period, Landlord shall
have the following remedies:
(a) Terminate this Lease by delivery of notice in writing to Tenant, which
termination shall be effective immediately upon Tenant's receipt of said notice, in accordance with
applicable law. Upon such termination, Tenant shall immediately surrender the Premises to Landlord. If
Tenant fails to surrender the Premises, Landlord may, without prejudice to any other remedy, take
possession of the Premises and expel or remove Tenant;
(b) Bring an action against Tenant in a court of competent jurisdiction(i)to collect
compensatory damages arising from such default, (ii) to enjoin said violation of this Lease or sue for
specific performance of the covenant breached in a court of competent jurisdiction and/or (iii) collect
such other damages a Court may deem appropriate;
(c) Re-enter the Premises by summary proceedings, expel Tenant and remove all
property therefrom, use commercially reasonable efforts to relet said premises and receive the rent
therefrom;provided,however, Tenant shall remain liable for any amounts due hereunder, less any avails
of reletting, after deducting from such avails the reasonable cost of obtaining possession of the Premises
6
and the reasonable cost of any repairs and alterations necessary to prepare it for reletting,and other costs
incurred by landlord in connection therewith. Any and all deficiencies so payable by Tenant shall be paid
on the date herein provided for such payment;
(d) Continue the Lease in effect after Tenant's breach and abandonment and recover
any amounts due hereunder as they may become due,and acts of maintenance or preservation and efforts
to relet shall not constitute a termination of Tenant's right of possession. Accordingly, if Landlord does
not elect to terminate this Lease on account of any default by Tenant, Landlord may,from time to time,
without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right
to recover all amounts due hereunder as they become due;
(e) Accelerate all amounts payable hereunder for the balance of the Term and
declare same to be immediately due and payable; provided prior to accelerating all rents, Landlord shall
provide Tenant with one(I)additional ten(10)day written notice to allow Tenant an additional one-time
opportunity to cure all defaults;
(f) Perform the breached obligation,agreement,payment or covenant for the account
of Tenant(and Landlord shall have the right to enter the Premises to the extent necessary to perform such
obligation, agreement or covenant) and recover the cost thereof from Tenant interest at the rate of
eighteen percent(18%)per annum(or at such lesser rate which is the maximum permitted by applicable
law);or
(g) Pursue other remedies available to Landlord at law or in equity or pursue any
other remedy set forth in this Lease.
Landlord shall have any statutory or constitutional lien, if applicable,which Landlord may have or would
otherwise have in any of Tenant's property of any kind whatsoever now or hereafter located on,or used in
connection with,any of the Premises.
17. Asienment. Tenant shall not assign, convey, sublet or transfer all or any portion of
Tenant's interest in this Lease or the leasehold estate created hereby without the prior written consent of
Landlord, which consent may be withheld in Landlord's sole and absolute discretion. Landlord may
assign, sell or otherwise transfer all or any portion of the Premises in Landlord's sole and absolute
discretion. In such event, any and all obligations and liabilities of Landlord under this Lease accruing
after the assignment,transfer or sale shall be the sole responsibility of the third-party purchaser. In the
event Landlord shall assign, sell, convey or otherwise dispose of all or any portion of the Premises,
Landlord shall be released from all liability and obligation under this Lease, and such liabilities and
obligations shall be binding solely on the third-party purchaser of the Premises. In the event of such sale
or transfer,Tenant agrees to attorn unto the new owner.
18. Mortease of Tenant's Interest. Tenant shall not have the right, without the consent of
Landlord which may be withheld in Landlord's sole and absolute discretion, to mortgage or otherwise
finance and encumber any and all of Tenant's leasehold estate in the Premises, any or all Improvements,
or any or all trade fixtures, furnishings, signs, equipment, and any other rights hereunder as security for
payment of indebtedness under financing transactions. Any leasehold mortgage approved by Landlord(in
Landlord's sole discretion) shall expressly provide that that the fee interest in the Premises is not
encumbered thereby. Any recording of any documentation without Landlord's prior written approval
shall be a default by Tenant. It is intended by the Parties that Landlord's fee simple interest in the Land
shall not be subordinate to any leasehold mortgages or other financing by Tenant and only Tenant's
leasehold interest shall be encumbered. In the event of a termination or expiration of the Lease, for any
reason, the Leasehold Mortgage shall automatically be of no further force and effect, without additional
7
documentation or agreement of any kind, and in no event shall the Lender have the right to enforce any
rights against any Improvements following the termination or expiration of this Lease. Notwithstanding
the foregoing, upon the termination or expiration of this Lease, Landlord may record an affidavit stating
such Lease has terminated or expired, and the same shall be conclusive evidence that any leasehold
mortgage is no longer an encumbrance on title to the Improvements on the Premises. The terms of this
Section shall be included in any leasehold mortgage and the applicable lender shall agree to execute such
other documentation as may be reasonably necessary to effectuate the terms hereof following the
termination or expiration of this Lease, including any satisfaction and release documents relating to the
leasehold mortgage.
19. Mortgage by Landlord.Non-Disturbance Agreement. Landlord shall have the right to
grant any mortgage or deed of trust encumbering the fee simple title to the land comprising the Premises
or encumbering Landlord's interest in this Lease without the prior written consent, in each instance, of
Tenant.
20. Attornment and Subordination. Tenant shall, in the event of a sale or assignment of
Landlord's interest in the Premises or,if the Premises comes into the hands of a mortgagee or any other
person whether because of a mortgage foreclosure, exercise of a power of sale under a mortgage,deed in
lieu of foreclosure or otherwise, attorn to the purchaser or such mortgagee or other person and recognize
the same as Landlord hereunder and agreeing that upon taking possession of the Premises, Landlord's
mortgagee shall not be liable for any acts or omissions of Landlord. Tenant shall execute at Landlord's
request any attornment agreement reasonably required by any mortgagee or other such person to be
executed containing such provisions as such mortgagee or other person reasonably requires. This Lease
shall automatically be subordinate and inferior to any mortgage lien granted by Landlord in or to all or
any portion of the Premises. Notwithstanding the foregoing, Tenant agrees to execute a subordination
agreement in form and content acceptable to Landlord's Lender within ten(10)days of submittal thereof
by Landlord or Landlord's Lender.
21. Tenant's Remedies for Landlord's Default. In the event Tenant believes that Landlord
is in default of any of its obligations under this Lease, Tenant shall provide written notice to Landlord
detailing the alleged defaults. Landlord shall have sixty (60)days from receipt of said written notice to
cure said default;provided,however,if the failure is of a nature that it cannot reasonably be cured within
said sixty(60)day period, Landlord shall not be in default so long as Landlord commences curing such
default within said sixty (60) day period and diligently prosecutes same to completion. In the event
Landlord fails to cure any alleged default under this Lease,Tenant's sole and exclusive remedy shall be to
obtain an order of specific performance compelling Landlord to comply with the terms and conditions of
this Lease.
22. Force Majeure. Each of Landlord and Tenant shall be excused from timely performance
of any obligation under this Lease within the time period provided herein, and any delay in the
performance of any obligation under this Lease shall be excused, if,but only so long as,the performance
of the obligation is prevented, delayed or otherwise hindered by acts of God, fire, earthquake, floods,
explosion,actions of the elements, war, riots, mob violence, inability to procure or a general shortage of
labor, equipment, facilities, materials or supplies in the open market, failure of transportation, lawful
strikes,lockouts or actions of labor or unions,condemnation,court orders,laws or orders of governmental
or military authorities, or any other cause, whether similar or dissimilar to the foregoing, which is not
within the control of such Party and not caused directly or indirectly by any act or omission of such Party.
Any reference to"unavoidable delay"or similar phrase contained in this Lease shall be deemed to mean a
delay of the nature described in the preceding sentence.
8
23. Holding Over. If Tenant holds over in possession after the expiration of the Term,such
holding over shall not be deemed to extend the Term or renew this Lease.Tenant shall thereafter occupy
the Premises as a tenant-at-will only at a daily rental rate equal to one hundred fifty percent(150%)of the
daily rental rate in effect at the end of the Term.
24. Notice to Parties. Each notice, demand, request, consent, approval, disapproval,
designation or other communication(all of the foregoing are herein referred to as a "notice")that either
Party gives to the other Party shall be in writing and addressed to the other Party at the address set forth
below such other Party's signatory block herein below. Any notice shall be given to the applicable
address either(i)by registered or certified United States Mail, return receipt requested,which be deemed
received on the date shown on such return receipt as the date of delivery or first attempted delivery,
whichever is earlier, or(ii) by private contract carrier, such as Federal Express or Airborne, which shall
be deemed received on the date shown on the records of the carrier as the date of delivery or first
attempted delivery,whichever is earlier or(iii)by facsimile to the applicable facsimile number set forth
above, which shall be deemed received on the date sent. Any Party may change its address, person
designated to receive the notice,or facsimile number by notice delivered to the other Party in accordance
with the above provisions.
25. Hazardous Substances. Tenant agrees that it will not use,generate,store,or dispose of
any Hazardous Material on,about or within the Premises in violation of any law or regulation.
26. Early Termination.
(a) Termination by Tenant. Notwithstanding the provisions of Section 2, Tenant
shall have the right to terminate this Lease prior to the expiration of the Term (or applicable Renewal
Term) upon providing no less than one hundred eighty(180) days' written notice of said termination to
Landlord. Said notice shall specify the applicable date of termination consistent with the notice
requirement herein and this Lease shall stand terminated as of the date set forth in the notice. As of said
termination date, the Parties shall be relived of the obligations and responsibilities provided hereunder
except as specifically set forth in this Lease to survive termination or expiration. For avoidance of doubt,
however, in the event of a termination by Tenant hereunder, Landlord shall have the right to right
pursuant to Section 5 to require Tenant to perform the Restoration Improvements, at Tenant's sole cost
and expense,which obligation shall specifically survive termination of this Lease.
(b) Termination by Landlord. Notwithstanding the provisions of Section 2, in the
event it is determined at any time in the sole and exclusive judgment of the Landlord that the Premises are
necessary or required (i) for the delivery of services by Landlord as a community development district
pursuant to Chapter 190,Florida Statutes or(ii)to satisfy a permit or other requirement of a governmental
authority, Landlord shall have the right terminate this Lease prior to the expiration of the Term (or
applicable Renewal Term) upon providing no less than one hundred eighty (180)days' written notice of
said termination to Tenant. Said notice shall specify the applicable date of termination consistent with the
notice requirement herein and this Lease shall stand terminated as of the date set forth in the notice. As of
said termination date, the Parties shall be relived of the obligations and responsibilities provided
hereunder except as specifically set forth in this Lease to survive termination or expiration. For
avoidance of doubt,however, in the event of a termination by Tenant hereunder, Landlord shall have the
right to right pursuant to Section 5 to require Tenant to perform the Restoration Improvements, at
Tenant's sole cost and expense,which obligation shall specifically survive termination of this Lease.
9
27. Miscellaneous Provisions.
(a) As-Is. Tenant has inspected the Premises and is familiar and satisfied with its
present condition. The taking of possession of the Premises by Tenant shall be conclusive evidence that
the Premises were in good and satisfactory condition at the time such possession was taken.
(b) Captions,Locative Adverbs.The captions of the Articles,Sections,Subsections
or Subparagraphs of this Lease are inserted only as a matter of convenience and for reference. They do
not define, limit or describe the scope or intent of this Lease and they shall not affect the interpretation
hereof and shall not be considered in resolving questions of interpretation and construction. The locative
adverbs"herein", "hereof',"hereunder", "hereto","hereby", "hereinafter","hereinabove"and like words
wherever the same appear in this Lease mean and refer to this Lease in its entirety and not to any specific
Article,Section or Subsection or Subparagraph of this[,ease unless otherwise specifically indicated.
(c) Applicable Law; Venue. This Lease shall be construed under the laws of the
State of Florida and shall be binding upon and inure to the benefit of the Parties hereto and other
respective successors and permitted assigns. Venue for any dispute arising hereunder shall lie exclusively
in a court of competent jurisdiction in Collier County,Florida,and in no other venue or forum. Landlord
and Tenant shall attempt to settle any claim or controversy arising out of this Lease through consultation
and negotiation in the spirit of mutual friendship and cooperation.The Party registering the dispute shall
provide the other Party with a list of three certified mediators and the non-claiming Party shall choose a
mediator within seven days of receiving notice of the dispute. In the event the dispute is not resolved in
mediation,any controversy or claim arising out of or relating to this Lease,or the breach thereof, may be
pursued through such other legal processes as may permitted under Florida law.
(d) Attorneys' Fees. If any legal matter, dispute, action or proceeding exists or is
commenced by Landlord or Tenant to enforce the other's obligations under this Lease,the non-prevailing
Party shall be liable for and shall pay the prevailing Party for the expense of its reasonable attorneys'fees
and costs in such matter unless said dispute, action or proceeding is adjudicated, and then in such an
event, the non-prevailing Party shall be liable for and shall pay the expense of the prevailing Party's
reasonable attorneys' fees and court costs. If Landlord without fault is made a Party to any litigation
instituted by or against any other Party to this Lease,Tenant shall indemnify and hold harmless Landlord
against all costs and expenses, including reasonable attorneys'fees incurred in connection therewith.This
provision shall expressly survive termination of the Lease.
(e) No Partnership,Joint Venture or Principal-Agent Relationship. Neither this
Lease nor any acts of the Parties hereunder shall be construed or deemed by the Parties, or by any third
person,to create the relationship of principal and agent, or of partnership, or of joint venture,or of any
association between the Parties.
(f) Successors and Assigns. This Lease shall run with the land and shall be binding
upon and inure to the benefit of the Parties and their respective successors and/or assigns.
(g) Severability. If any provision of this Lease shall, to any extent, be invalid or
unenforceable,the remainder of this Lease shall not be affected thereby, and each other provision of this
Lease,unless conditioned upon such invalid or unenforceable provision,shall be valid and enforceable to
the fullest extent permitted by law.
(h) Estoppel Certificate. Each Party agrees that, upon written request of the other
Party, it will issue to such other Party,or to any mortgagee of such Party,or to any other party having an
interest in the Premises as specified by such requesting Party,an estoppel certificate certifying to the best
I0
of such Party's actual knowledge factual matters regarding this Lease, including without limitation: (i)
whether there is any default by the requesting Party under this Lease, and, if there are known defaults,
specifying the nature thereof;(ii)whether this Lease has been assigned,modified or amended in any way
(if it has, then state the nature thereof); (iii)whether this Lease as of the date in question is in full force
and effect;and(iv)the amount of Rent and the date through which Rent has been paid. If the Party being
requested to deliver the certificate fails to deliver the certificate within fifteen(15)days after the request
therefore,such Party shall be deemed to have stated that there is no default by the requesting Party under
this Lease and that this Lease is in full force and effect.
(i) Lease for Exclusive Benefit of Parties.The provisions of this Lease are for the
exclusive benefit of the Parties and any mortgagee of such Party,and not for the benefit of any third party
(other than such mortgagee),and this Lease shall be deemed to not confer any rights upon any third party
(other than such mortgagee).
(j) Written Amendment. This Lease may be amended or otherwise modified from
time to time but only by a writing signed by both Tenant and Landlord.
(k) Partial Invalidity. If any part of this Lease is invalid or unenforceable under
Applicable Laws,such portions shall be deemed deleted from this Lease and the remainder of this Lease
shall not be affected thereby and shall remain in full force and effect.
(I) Binding Obligation. This Lease has been duly and validly executed and
delivered by Landlord and Tenant and constitutes a legal, valid and binding obligation of Landlord,
Tenant,and their respective successors and assigns,enforceable in accordance with its terms.
(m) Counterparts. This Lease may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which, together, shall constitute but one and the same
instrument. Any signature delivered by facsimile,email or other forms of electronic transmission,such as
a PDF,shall be considered an original signature by the sending party.
(n) Entire Agreement. This Lease constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, between Landlord and Tenant with
respect to the subject matter thereof.
(o) Brokers. The Parties hereby represent and warrant each to the other that they
have not utilized or engaged any real estate broker, salesman or finder with respect to the transaction
contemplated by this Lease. Each Party hereby agrees to indemnify and hold the other harmless from and
against any liability, loss,cost or expense(including reasonable attorneys' fees and court costs, including
those incurred in dispute resolution or appellate matters) resulting from a claim or demand for any
commissions in connection with this Lease which the indemnified party shall suffer as a result of a breach
of the representations and warranties contained in this Section. The provisions of this Section shall
survive the expiration or the earlier termination of this Lease.
(p) Americans with Disabilities Action Compliance. Tenant acknowledges that
the Premises and the and/or the Property may constitute a place of public accommodation or a
commercial facility under Title III of the Americans With Disabilities Act("ADA")and that the ADA is
applicable to owners and Tenants of places of public accommodation and commercial facilities. Tenant
further acknowledges that, pursuant to the ADA, any structural alteration to the Premises must comply
with accessibility standards set forth in the rules promulgated by the United States Department of Justice,
28 CFR Section 36.101 et seq. as may subsequently be amended. In the event Tenant makes any
alterations to the Premises which would require compliance with Title III of the ADA and the
11
accessibility standards promulgated by the United States Department of Justice, Tenant agrees to design
and build such structural alterations so as to comply with the ADA and such accessibility standards.
Tenant hereby agrees to indemnify and hold Landlord harmless from and against any and all liabilities,
claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions and causes of
action(including attorneys' fees and costs) which in any way arise from or relate to any alteration of the
Premises by Tenant.
(q) Time of the Essence. Subject to Section 5 hereof,time is of the essence of each
and every provision of this lease.
(r) Radon Gas. Radon is a naturally occurring radioactive gas that when it has
accumulated in a building in sufficient quantities,may present health risk to persons who are exposed to it
over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be obtained from the county
public health unit. This notice is given pursuant to Section 404.056(8),Florida Statutes.
(s) No Recording. Neither this Lease,nor a memorandum thereof shall be recorded
in the Public Records without Landlord's prior written consent,which consent Landlord may withhold or
condition in its sole and absolute discretion. Any such unapproved recording by Tenant shall he deemed
a material default hereunder.
(Remainder of Page Intentionally Left Blank. The Signatures Begin on the Next Page.)
12
IN WITNESS WHEREOF,Landlord and Tenant have executed this Lease effective as of the date
first above written.
LANDLORD:
HERITAGE BAY COMMUNITY
DEVELOPMENT DISTRICT,a community
development district established and existing
Witnesses: pursuant to Chapter 190,Florida Statutes
By:
Print Name: Ronald Grant,Chairman
Print Name: ATTEST:
By:
Cal Teague,Secretary
TENANT:
HERITAGE BAY GOLF&COUNTRY
CLUB,INC.,
Witnesses: a Florida not-for-profit corporation
By:
Print Name:
Name:
Title:
Print Name:
13
Exhibit"A"
Premises Legal Description
14
Original Message
From:Jane Rollins [mailto:jane @rollinsworld.net]
Sent:Thursday, November 13,2014 10:05 PM
To:Teague,Calvin
Subject: Heritage Bay CDD
November 13,2014
Cal Teague and The Board of Supervisors Heritage Bay Community Development District
5911 Country Lakes Drive
Fort Myers, Fl 33905
Dear Mr Teague and the Board:
We are writing to express our displeasure of the recent decision of the Heritage Bay Community Development District to
lease land at the front of our neighborhood in Heritage Bay for the purpose of constructing pickleball courts.
We have 7 tennis courts within our neighborhood and wonder why 2 of these courts couldn't be converted for use as
pickleball courts thereby keeping all of our court play together using common restroom facilities and encouraging the
use of other associated amenities, i.e.food and beverage which is located adjacent to the courts.
In addition to the cost of this project,we object to changing the esthetics of our neighborhood,the intrusion of noise
and lighting to nearby residents and incurring a possible safety issue.
We feel other alternatives were not fully explored by our Board and ask for an extension in granting the use of the
District's land for this purpose.
Sincerely yours,
Mike and Jane Rollins
10487 Heritage Bay Blvd
Naples, FL 34120
T 239-530-1250
jane @rollinsworid.net
2
Teague, Calvin
From: Wilkison,David <David.Wilkison @stantec.coln>
Sent: Tuesday,December 02,2014 8:56 AM
To: Teague,Calvin
Subject: RE:Heritage Bay Biscayne
Nope.
• Principal,Community Development
Stantec
3800 Colonial Blvd.Suite 100 Fort Myers FL 33966
Phone:239-939-1020
Cell: (239)229-4569
Fax:239-939-3412
David.Wilkisonestantec.com
•
The content of this email is the confidential property of Stantec and should not be copied,modfied,retransmitted,or used for any purpose except with
Sfantec's written authorization.If you are not the intended recipient,please delete all copies and notify us immediately.
Please consider the amdronment befgre.printing this email.
From:Teague,Calvin [mailto:Cai.Teague @STServices.com]
Sent: Monday, December 01, 2014 7:14 PM
To:Wilidson, David
Subject: RE: Heritage Bay Biscayne
Sounds like they don't plan on doing anything extra does it?
From;Wilkison,David[maiito:Oavid,Wilkisone«stantec_c:om]
Sent:Monday, December 01,2014 2:02 PM
To:Teague,Calvin
Subject:Fwd:Heritage Bay Biscayne
FYI.
Sent from my iPhone
Begin forwarded message:
From: "Wilkison, David" <Dav id.Wilkisgnl stante ,cgrzi>
Date:November 29,2014 at 3:37:30 PM EST
To:Russell Smith<tZ.ussell.R.Smith(s 1.ermar_com>
Cc: "'Holland,Allyson" <A yso f ipjlartVstantec,.cgrn>
Subject: Re: Heritage i1i'ay i==>isecayne
Ciotcha. This is Lake 26 on the north side of Biscayne.
Sent from my iPhone
•
On Nov 28,2014,at 9:12 AM,Russell Smith<Rt.isseli.R.Sn1ith41.ennar.com>wrote:
•• David:
We do not want to do anything that wasn't done on the other tracts in the
project. Also,correct me if I'm wrong, but in this particular case I don't think you can
drain the water directly into the Rec lake.
Russ
Russell Smith
Lennar
10481 Six Mile Cypress Parkway
Fort Myers, FL 33966
(239) 273-1177
Russell,r,smith @lennar_com
From:Wilkison,David)Finailto:David.Wilkison @stantec.comj
Sent:Wednesday,November 26,2014 9:41 AM
To:Russell Smith
Cc:Holland,Allyson
Subject:Heritage Bay Biscayne
Russ,
At the last HB CDD meeting the board asked me to ask Lennar if there is
continued erosion on the two or three lot lines of the Biscayne lots that front Lake
26,would Lennar install a yard drain at the rear lot line with a pipe to the lake. I
have attached a picture of one installed on Lake 10. The HB CDD is meeting
again on 12/5/14 and I would like to let them know at that meeting. Thanks.
Principal,Community Development
Stantec
3800 Colonial Blvd.Suite 100 Fort Myers FL 33966
Phone:239-939-1020
Cell:(239)229-4569
Fax:239-939-3412
David,Wilkisonr stantec.com
The content of this email is the confidential property of Stantec and should not be copied,modified,retransmitted,
or used for any purpose except with Stantec written authorization.If you are not the intended recipient.please
delete all copies and notify us immediately.
2
Heritage Bay
Community Development District
Financial Report
October 39,2014
Prepared by
SEVERN
TRENT
SERVICES
Heritage Bay
Community Development District
Table of Contents
FINANCIAL STATEMENTS
Balance Sheet-All Funds Page 1
Statement of Revenues,Expenditures and Changes in Fund Balance
General Fund Page 2
Debt Service Fund Page 3
SUPPORTING SCHEDULES
Trend Report Page 4
Non-Ad Valorem Special Assessments Page 5
Cash and Investment Report Page 6
Bank Reconciliation Page 7
Check Register and Invoices Pages 8-17
Heritage Bay
Community Development District
Financial Statements
(Unaudited)
October 31, 2014
HERITAGE BAY
Community Development District Governmental Funds
Balance Sheet
October 31, 2014
SERIES 2014
DEBT
GENERAL SERVICE
ACCOUNT DESCRIPTION FUND FUND TOTAL
ASSETS
Cash -Checking Account $ 104,438 $ - $ 104,438
Due From Other Funds - 21,412 21,412
Investments
Certificates of Deposit-24 Months 51,126 - 51,126
Money Market Account 1,568 - 1,568
Cost of Issuance Fund - 1,648 1,648
Deferred Cost - 695 695
Reserve Fund - 605,210 605,210
Revenue Fund - 6,979 6,979
TOTAL ASSETS $ 157,132 $ 635,944 $ 793,076 I
LIABILITIES
Accounts Payable $ 10,051 $ 19,628 $ 29,679
Due To Other Funds 21,412 - 21,412
'TOTAL LIABILITIES 31,463 19,628 51,091
FUND BALANCES
Restricted for:
Debt Service - 616;316 616,316
Assigned to:
Operating Reserves 37,249 - 37,249
Reserves- Erosion Control 58,000 - 58,000
Unassigned: 30,420 - 30,420
'TOTAL FUND BALANCES $ 125,669 $ 616,316 $ 741,985
TOTAL LIABILITIES&FUND BALANCES $ 157,132 $ 635,944 $ 793,076 I
Report Date: 11/18/2014 Page 1
HERITAGE BAY
Community Development District General Fund
Statement of Revenues,Expenditures and Changes in Fund Balances
For the Period Ending October 31,2014
ANNUAL YTD ACTUAL
ADOPTED YTD YTD VARIANCE(5) AS A%OF
ACCOUNT DESCRIPTION BUDGET BUDGET ACTUAL FAV(UNFAV) ADOPTED BUD
REVENUES
Interest-Investments $ 500 $ 41 $ 2 $ (39) 0.40%
Special Assmnts-Tax Collector 249,995 - 2,211 2,211 0.88%
Special Assmnts-Discounts (10,000) - (116) (116) 1.16%
TOTAL REVENUES 240,495 41 2,097 2,056 0.87%
EXPENDITURES
Administration
P/R-Board of Supervisors 4,800 - - - 0.00%
FICA Taxes 367 - - 0.00%
ProfServ-Arbitrage Rebate 600 - - - 0.00%
ProfServ-Dissemination Agent 1,000 - - - 0.00%
ProfServ-Engineering 15,000 1,250 1,717 (467) 11.45%
ProfServ-Legal Services 7,000 583 - 583 0.00%
ProfServ-Mgmt Consulting Sery 38,246 3,187 3,187 - 8.33%
ProfServ-Property Appraiser 3,750 3,750 3,750 - 100.00%
ProfServ-Special Assessment 5,000 - - - 0.00%
ProfServ-Trustee Fees 6,815 - - - 0.00%
Auditing Services 3,600 - - - 0.00%
Postage and Freight 1,300 108 6 102 0.46%
Insurance-General Liability 13,673 13,673 12,754 919 93.28%
Printing and Binding 1,400 117 45 72 3.21%
Legal Advertising 1,400 117 - 117 0.00%
Misc-Bank Charges 750 62 41 21 5.47%
Misc-Assessmnt Collection Cost 5,000 - 42 (42) 0.84%
Office Supplies 550 46 145 (99) 26.36%
Annual District Filing Fee 175 175 - 175 0.00%
Total Administration 110,426 23,068 21,687 1,381 19.64%
Field
ProfServ-Field Management - - 1,000 (1,000) 0.00%
Contracts-Lake and Wetland 55,944 4,662 4,662 - 8.33%
R&M-Aquascaping 24,125 2,010 - 2,010 0.00%
R&M-Lake Erosion 35,000 2,917 - 2,917 0.00%
R&M-Contingency 15,000 1,250 - 1,250 0.00%
Total Field 130,069 10,839 5,662 5,177 4.35%
TOTAL EXPENDITURES 240,495 33,907 27,349 6,558 11.37%
Net change in fund balance $ - $ (33,866) $ (25,252) $ 8,614 0.00%
FUND BALANCE,BEGINNING(OCT 1,2014) 150,921 150,921 150,921
FUND BALANCE,ENDING $ 150,921 $ 117,055 $ 125,669
•
Report Date: 11/18/2014 Page 2
HERITAGE BAY
Community Development District Series 2014 Debt Service Fund
Statement of Revenues, Expenditures and Changes in Fund Balances
For the Period Ending October 31,2014
ANNUAL YTD ACTUAL
ADOPTED YTD YTD VARIANCE($) AS A%OF
ACCOUNT DESCRIPTION BUDGET BUDGET ACTUAL FAV(UNFAV) ADOPTED BUD
REVENUES
Interest-Investments $ - $ - $ 4 $ 4 0.00%
Special Assmnts-Tax Collector 1,308,564 11,609 11,609 0.89%
Special Assmnts-Discounts (52,343) - (609) (609) 1.16%
TOTAL REVENUES 1,256,221 - 11,004 11,004 0.88%
EXPENDITURES
Administration
ProfServ-Property Appraiser 19,628 19,628 19,628 - 100.00%
Misc-Assessrnnt Collection Cost 26,171 - 220 (220) 0 84%
Total Administration 45,799 19,628 19,848 (220) 43.34%
Debt Service
Principal Debt Retirement 270,000 - - - 0.00%
Interest Expense 476,311 - - - 0.00%
Total Debt Service 746,311 - - - 0.00%
TOTAL EXPENDITURES 792,110 19,628 19,848 (220) 2.51%
Excess(deficiency)of revenues
Over(under)expenditures 464,111 (19,628) (8,844) 10,784 0.00%
Net change in fund balance $ 464,111 $ (19,628) $ (8,844) $ 10,784 0.00%
FUND BALANCE,BEGINNING(OCT 1,2014) 625,160 625,160 625,160
FUND BALANCE,ENDING $ 1,089,271 $ 605,532 $ 616,316
Report Date: 11/18/2014 Page 3
Heritage Bay
Community Development District
Supporting Schedules
October 31, 2014
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Heritage Bay
Community Development District
Non-Ad Valorem Special Assessments-Collier County Tax Collector
(Monthly Collection Distributions)
For the Fiscal Year Ending September 30,2015
ALLOCATION
Discount/ Gross Debt Service
Date Net Amount (Penalties) Collection Amount General Fund Fund
Received Received Amount Costs Received Assessments Assessments
Assessments Levied(1) $ 1,558,564 $ 250,000 $ 1,308,564
Allocation% 10C% 16% 84%
10/29/14 $ 12,833 $ 726 $ 262 $ 13,820 $ 2,211 $ 11,609
TOTAL $ 12,833 $ 726 $ 262 $ 13,820 $ 2,211 3 11,609
%COLLECTED 0.89% 0.88% 0.89%
Report Date:11/24/2014 Prepared by: Page 5
Severn Trent Management Services
Heritage Bay
Community Development District
Cash and Investment Balances
October 31,2014
ACCOUNT NAME BANK NAME MATURITY YIELD BALANCE
GENERAL FUND
Operating Checking Account-MuniNow SunTrust N/A 0.10% $ 103,188 (1)
Checking Account BankUnited N/A 0.00% 1,250
Money Market Account Stonegate Bank N/A 0.34% 1,568
Subtotal 106,006
Certificate of Deposit-24 Months BankUnited 02/13/16 0.52% 51,126
Subtotal 51,126
DEBT SERVICE FUND
Series 2014 Cost of Issuance US Bank N/A 0.05% 1,648
Series 2014 Deferred Cost Fund US Bank N/A 0.05% 695
Series 2014 Reserve Fund US Bank N/A 0.05% 605,210
Series 2014 Revenue Fund US Bank N/A 0.05% 6,979
Subtotal 614,532 (2)
Total $ 771,664
Note 1 -BankUnited CD in the amount of$50,797.99 deposited 10/31/14.
Note 2-Invested in First American Obligation Fund
Report Date: 11/20/2014 Prepared By:
Page 6
Severn Trent Management Services
Heritage Bay CDD
•
Bank Reconciliation
Bank Account No.
Statement No. 10/14
Statement Date 10/31/14
•
• G/L Balance(S) 103,187.92 Statement Balance 103,187.92
• 0/1 Balance 103,187 92 Outstanding Deposits 0.00
• Positive Adjustments 0.00 - - ------.
Subtotal 103,187.92
Subtotal 103,187.92 Outstanding Checks 0.00
Negative Adjustments 0.00 Total Differences 0.00
Ending G/L Balance 103,187.92 Ending Balance 103,187.92
• Difference 0.00
Posting Cleared
ila g Document Tvoe Document Not Description Amount Arngy=j Mums
• Deposits
10/21/14 ACH DEBIT SunTrust Account Analysis Fee -41.41 -41.41 0.00
10/30/14 WIRE DEPOSIT COLLIER CTY TAX COLL:ASSMNTS RCVD thru 10/18/ 12,832.59 12,83259 0.00
10/31/14 ACH CREDIT SunTrust-Bank Interest Income 2.46 2.46 0.00
10/31/14 CK 835212 Collier Tx Collector,FY/4 excess fees 11,747.94 11,747.94 0.00
10/31/14 0EP00152 dep BankUnited CD 1815009192 50,797.99 50,797.99 0.00
Total Deposits 75,339.57 75,339.57 0.00
Page 7
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LLS Tax Solutions Inc.
2172 W.Nine Mile Rd.
Tax Sol, tions Inc. Pensacola,FL 32534
Telephone:850-754-0311
Email:liscott@llstax.com
November 12,2014
Mr.Alan Baldwin
Heritage Bay Community Development District
c/o Severn Trent Management Services
210 N.University Dr., Ste. 702
Coral Springs,FL 33071
Thank you for choosing LLS Tax Solutions Inc.("LLS Tax")to provide arbitrage services to Heritage
Bay Community Development District("Client")for the following bond issues. This Engagement
Letter describes the scope of the LLS Tax services,the respective responsibilities of LLS Tax and
Client relating to this engagement and the fees LLS Tax expects to charge.
• $17,490,000 Heritage Bay Community Development District(Collier County,Florida)Capital
Improvement Revenue Refunding Bonds,Series 2014
SCOPE OF SERVICES
The procedures that we will perform are as follows:
• Assist in calculation of the bond yield,unless previously computed and provided to us.
• Assist in determination of the amount,if any,of required rebate to the federal government.
• Issuance of a report presenting the cumulative results since the issue date of the issue of bonds.
• Preparation of necessary reports and Internal Revenue Service("IRS")forms to accompany any
required payment to the federal government.
As a part of our engagement,we will read certain documents associated with each issue of bonds for
which services are being rendered. We will determine gross proceeds of each issue of bonds based on
the information provided in such bond documents. You will have sole responsibility for determining
any other amounts not discussed in those documents that may constitute gross proceeds of each series
of bonds for the purposes of the arbitrage requirements.
TAX POSITIONS AND REPORTABLE TRANSACTIONS
Because the tax law is not always clear,we will use our professional judgment in resolving questions
affecting the arbitrage calculations. Unless you instruct us otherwise,we will take the reporting
position most favorable to you whenever reasonable. Any of your bond issues may be selected for
review by the IRS,which may not agree with our positions. Any proposed adjustments are subject to
certain rights of appeal. Because of the lack of clarity in the law,we cannot provide assurances that
the positions asserted by the IRS may not ultimately be sustained,which could result in the
assessment of potential penalties. You have the ultimate responsibility for your compliance with the
arbitrage laws;therefore,you should review the calculations carefully.
The IRS and some states have promulgated"tax shelter"rules that require taxpayers to disclose their
participation in"reportable transactions"by attaching a disclosure form to their federal and/or state
income tax returns and,when necessary,by filing a copy with the Internal Revenue Service and/or the
applicable state agency. These rules impose significant requirements to disclose transactions and
such disclosures may encompass many transactions entered into in the normal course of business.
Failure to make such disclosures will result in substantial penalties. In addition,an excise tax is
imposed on exempt organizations(including state and local governments)that are a party to
prohibited tax shelter transactions(which are defined using the reportable transaction rules). Client is
responsible for ensuring that it has properly disclosed all"reportable transactions"and,where
applicable,complied with the excise tax provision. The LLS Tax services that are the subject of this
Engagement Letter do not include any undertaking by LLS Tax to identify any reportable transactions
that have not been the subject of a prior consultation between LLS Tax and Client. Such services, if
desired by Client,will be the subject of a separate engagement letter. LLS Tax may also be required
to report to the IRS or certain state tax authorities certain tax services or transactions as well as
Client's participation therein. The determination of whether,when and to what extent LLS Tax
complies with its federal or state"tax shelter"reporting requirements will be made exclusively by
LLS Tax. LLS Tax will not be liable for any penalties resulting from Client's failure to accurately
and timely file any required disclosure or pay any related excise tax nor will LLS Tax be held
responsible for any consequences of its own compliance with its reporting obligations. Please note
that any disclosure required by or made pursuant to the tax shelter rules is separate and distinct from
any other disclosure that Client might be required to or choose to make with its tax returns(e.g.,
disclosure on federal Form 8275 or similar state disclosure).
PROFESSIONAL FEES AND EXPENSES
Our professional fees for services listed above for the bond year ended August 12,2015 is$600,
which includes reasonable out-of-pocket expenses. We will bill you upon completion of our services
or on a monthly basis. Our invoices arc payable upon receipt. Additionally,you may request
additional consulting services from us upon occasion;we will bill you for these consulting services at
a beforehand agreed upon rate.
Unanticipated factors that could increase our fees beyond the estimate given above include the
following(without limitation). Should any of these factors arise we will alert you before additional
fees are incurred.
• Investment data provided by you is not in good order or is unusually voluminous.
• Proceeds of bonds have been commingled with amounts not considered gross proceeds of the
bonds(if that circumstance has not previously been communicated to us).
• A review or other inquiry by the IRS with respect to an issue of bonds.
ACCEPTANCE
You understand that the arbitrage services,report and IRS forms described above are solely to assist
you in meeting your requirements for federal income tax compliance purposes. This Engagement
Letter constitutes the entire agreement between Client and LLS Tax with respect to this engagement,
supersedes all other oral and written representations,understandings or agreements relating to this
engagement,and may not be amended except by the mutual written agreement of the Client and LLS
Tax.
Please indicate your acceptance of this agreement by signing in the space provided below and
returning a copy of this Engagement Letter to us. Thank you again for this opportunity to work with
you.
Very truly yours, AGREED AND ACCEPTED:
LLS'l'ax Solutions Inc. Heritage Bay Community Development District
By:
By: o.,e,:ee a v-.eezf,` Print Name EtrAn t-lk1 441)
Linda L. Scott,CPA Title C t Z-1 tI VJ
Date: 21414
Heritage Bay CDD
Severn Trent Services Field Management Report
Site Inspection - 11/25/2014
1. Lake Management:The lakes appeared to be in much better overall condition
this month.Weeds were down and there was significant progress with the pond
weed.Clarity was good,water levels had receded in some lakes,and algae was
minimal on the majority of the lakes.Additional lake management details are
provided below.
a. Algae:
I. Low density on Lakes: 3,4, 5, &27.
ii. Medium density on Lakes: No issues observed this month.
b. Littorals:
i. One arrowhead plant on lake 4 has been cut. Landscapers need to
take care that littoral plants are not damaged during normal
maintenance.
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c. Weeds: Lake and Wetlands did a tremendous job this month combating
the weed problems in and around the lakes. One area worthy of mention
is the southern bank of lake 30B,a visible difference is noticeable after
treatment.
10/17/14 11/25/14
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i. Rocks: No issues observed this month.
1
ii. Alligator Weed in Lakes: 21.
iii. Brazilian Pepper:The pepper tree on the southern bank of lake
30B has been partially treated by Lake&Wetland Management
staff.The remaining branches need to be removed and the stump
needs to be cut to the ground.
10/17/14 11/25/14
iv. Cattails in Lakes: No issues observed this month.
v. Climbing Hemp Vine in Lakes: No issues observed this month.
vi. Lily Pads in Lakes: No issues observed this month.
vii. Illinois Pond Weed in Lakes: 19, 20, 30A and 30B(continued
treatment especially 19).The treatment on the pond weed is
making an impact as much of the surface portion of the plants
appear to be dying off. Dying pond weed was also found washed
up on the shore of lake 30A.Though the masses remain,this level
of treatment should cause a reduction in the masses in the near
future.
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viii. Torpedo Grass in Lakes: 5, 20, &26.
d. Fish: No issues observed this month.
e. Trash in Lakes: Minimal trash observed this month. No need for a clean-
up.
2
f. Bulkheads:There are minimal weeds on lake 19, but they should be
sprayed out.
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g. Clippings:Grass clippings were discovered in lake 4 by the bridge. Fern
clippings were noticed along lake 18. Care needs to be taken to keep
extra organic material out of the lakes to reduce the chances of an algae
bloom.
Lake 4 Lake 18
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2. Dissolved Oxygen(DO)Tests:The next tests are scheduled for January 2015.
3. Lake Bank Erosion:
a. Lake 2 has a small section where an irrigation line is exposed. Rip Rap
along with filter fabric is recommended for this area.
b. The erosion on the north end of lake 6 continues to be present and
appears to be getting worse.The gully formed above the lake is now
3
extending down the lake bank to the water. Installation of filter fabric
and rip rap is recommended.
10/17/14 11/25/14
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c. Lake 12 has two areas with exposed irrigation lines along the lake bank
that need to be covered to prevent further damage. Larger sized rock
that will stay in place may be a possible solution in these areas.
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d. Lake 17 has a washout that seems to be an ongoing issue as rip rap has
already been installed in this area. Irrigation piping has now been
exposed.Additional fill or rock should be added in this area to prevent
further damage.
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e. Pine straw has been installed over the area mentioned in last month's
report that is next to the cart path on the south west portion of lake 19.
We will continue to monitor this area,but a more permanent fix for the
erosion will likely be necessary.
10/17/14 11/25/14
f. There is a new washout on lake 19 to the east of the area mentioned
above. Installation of filter fabric and rip rap is recommended.
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g. There is an old washout on lake 19 to the west of the two areas
mentioned above that already has rip rap. It is recommended that rip rap
be installed further down into the lake to help mitigate further erosion in
this area.
5
h. There is a washout on the north bank of Lake 22 that appears to be from
an irrigation line.This area should be repaired soon as it is eroding the
soil under the cart path.
i. Lake 23 has a small washout where a bubbler was installed.This area
should be repaired to prevent further erosion to the lake bank.
j. Lake 27 has a decent size washout on the north east corner of the lake
bank that should be filled in and possibly have rip rap installed.
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k. Lake 30B has an area in the north west corner near the green that needs
to be monitored and possibly have rip rap installed.The north bank of
lake 30 along the fairway has various erosion issues that has left irrigation
lines exposed.This area will need to be looked at for possible long term
solutions as the lake wave action will continue to be a source of ongoing
erosion to the bank.
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4. Storm Drainage System:
a. Control Structures:
i. 130000O2:As the water flowing through the community has
decreased, the aluminum skimmer has defaulted back to its
proper position.
9/25/14 11/25/14
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ii. W2L30:The cattails have been treated in this structure and the
effect is evident. Continued treatment in this area will be needed
until the cattails are completely gone.
10/17/14 11/25/14
•
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7
b. Drains:Storm drains were inspected and all debris were removed from
the grates.We would recommend that the grass be trimmed away from
the drains along the berm on the north side of lake 30A to ensure proper
drainage in this area.
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c. Roadway Catch Basins: No issues observed.
d. Catch Basins: No issues observed.
e. Inter-Connect Pipes: No issues observed, all pipes are currently
submerged.
f. Illicit Discharges: None observed.
g. Lake Drainage Pipes: Floating pipe discovered on lake 24.
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5. Fish/Wildlife Observations:
® Bass ® Bream I Catfish n Gambusia
® Egrets ® Herons ®Coots Gallinules
®Anhinga I I Cormorant ( I Osprey ® Ibis
U Woodstork I I Otter ®Alligators ( I Snakes
I Turtles n Other Species:_
6. Residential Complaints/Concerns: None reported at the time of Inspection.
7. Special Projects: No projects this month.
8
8. Non-CDD Issues Observed: No issues observed this month.
9. Follow up items:
Heritage Bay COD
Follow Up Tasks Summary
Follow Up Task Reported On Assigned Action Com plated
Removal of Brizillian Pepper Tree in Lake 30B 10/17/2014 Lake&Wetlands In Progress
Repair erosion on lakes 2,6,12,17,19,22,23,27,30 11/25/2014
Floating Pipes lakes 7,6,9,10,13,14,17,19,24 9/25/2014 Project for Summer 2015
Field Manager Tasks
Write letter to The Quarry requesting removal of
Brizillian Pepper Trees 10/17/2014 In Process
Discuss with Superintendent
Golf Course trimmings in the lakes 10/17/2014 when water recedes
Lake Bank Review Scheduled for Jan.2015
Littoral Planting Reviews When water recedes
Erosion Restoration Site Visit When water recedes
CDD Contractor Tasks
HOA Contractor Tasks
Homeowner Com plaints/Concerns
9