MEMORANDUM OF UNDERSTANDING BETWEEN THE ALYS BEACH NEIGHBORHOOD ASSOCIATION, INC., AND THE SOMERSET COMMUNITY DEVELOPMENT DISTRICT RELATIVE TO MAINTENANCE RESPONSIBILITY FOR VARIOUS IMPROVEMENTS LOCATED THROUGHOUT THE ALYS BEACH DEVELOPMENT

This MEMORANDUM OF UNDERSTANDING ("MOU") is entered into as of this lst day of October, 2021, by and between the following:

ALYS BEACH NEIGHBORHOOD ASSOCIATION, INC., a Florida not-for-profit corporation whose mailing address is 120 Richard Jackson Boulevard, Suite 220, Panama City Beach, Florida 32407 (the "Association"); and

SOMERSET COMMUNITY DEVELOPMENT DISTRICT' a local unit of special-purpose government located in Walton County, Florida, with a mailing address of 120 Richard Jackson Boulevard, Suite 220, Panama City Beach, Florida 32407 (the "District" and together with the Association, the "Parties").

RECITALS

WHEREAS, the District is a local unit of special-purpose government established, pursuant to the Uniform Community Development District Act of 1980, as codified in Chapter 190, Florida Statutes, by ordinance of the Board of County Commissioners in and for Walton County, Florida, for the purpose of financing, acquiring, constructing and maintaining public infrastructure improvements on certain of the lands located within the Alys Beach development in Walton County, Florida (hereinafter, "Alys Beach"); and

WHEREAS, the Association is governed and operated pursuant to those certain Second Amended and Restated Declarations of Covenants, Conditions and Restrictions dated July 17, 2017 and recorded in the Official Records of Walton County at Book 3047, Page 4124; and

WHEREAS, the Parties each own and/or operate and maintain ce1tain improvements (the "Improvements") within the Alys Beach, which Improvements are described in more detail on Exhibit A; and

WHEREAS, the Parties pay for their respective operation and maintenance through the levy and collection of assessments from homeowners and other landowners within Alys Beach; and

WHEREAS, it is in the best interest of the Parties, and the homeowners and landowners of Alys Beach, to operate as efficiently and effectively as possible; and

WHEREAS, in an effort to operate as efficiently and effectively as possible, the Parties desire to enter into this MOU to clearly and logically delineate responsibilities between the Association and the District for the maintenance, repair and/or replacement of the Improvements.

Now, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which is hereby acknowledged, the Parties agree as follows, to the extent not inconsistent with applicable law, the Ordinance(s) of Walton County, Florida, establishing the District and its obligations or the Governing Documents of Alys Beach:

1.	INCORPORATION OF RECITALS. The Recitals stated above are true and correct and are incorporated herein as a material part of this MOU.

2.	DIVISION OF RESPONSIBILITY FOR THE IMPROVEMENTS.

A.	ASSOCIATION. The Association shall be responsible for the routine repair and/or maintenance, and the extraordinary repair and/or replacement of those Improvement components identified on the attached Exhibit A as "Association" (hereinafter, the "Association Components"). The Association shall annually budget and collect assessments for the routine repair and/or maintenance, and the extraordinary repair and/or replacement of the Association Components. The funds budgeted for the extraordinary repair and/or replacement of the Association Components shall only be expended for the extraordinary repair and/or replacement of such improvements.

B.	DISTRICT. The District shall be responsible for the routine repair and/or maintenance, and the extraordinary repair and/or replacement of those Improvement components identified on the attached Exhibit A as "District" (hereinafter, the "District Components"). The District shall annually budget and collect assessments for the routine repair and/or maintenance, and the extraordinary repair and/or replacement of the District Components. The funds budgeted for the extraordinary repair and/or replacement of the District Components shall only be expended for the extraordinary repair and/or replacement of such improvements.

3.	LICENSE; RIGHT OF ACCESS. The District hereby agrees to accept, and Association hereby agrees to grant to the District and its various maintenance contractors, a non-exclusive license to access, operate and maintain the District Components located on Association­ owned property.

4.	NOTICE OFTERMINATION. The parties shall provide a minimum of eighteen (18) months' written notice of its intent to terminate the MOU, to each of the parties hereto.

5.	PUBLIC RECORDS. The Association understands and agrees that all documents of any kind provided to the Districts or to the Districts' staff in connection with the activities contemplated under this MOU are public records pursuant to Chapter 119, Florida Statutes, and are treated as such in accordance with Florida law.

6.	ENFORCEMENT.  In the event that a party is required to enforce this MOU by cou1t proceedings or otherwise, the parties agree that the substantially prevailing pa1ty shall be entitled to recover from the defaulting paity all fees and costs incurred, including
1.	

reasonable attorneys' fees, paralegal fees and expert witness fees, and costs for trial, alternative dispute resolution, or appellate proceedings.

7.	AUTHORIZATION.  By execution below, the undersigned represent that they have been duly authorized by the appropriate body or official of their respective entity to execute this MOU, and that each party has complied with all the requirements oflaw and has full power and authority to comply with the terms and provisions of this instrument.

8.	AMENDMENTS; ASSIGNMENT. Amendments to and waivers of the provisions contained in this MOU may be made only by an instrument in writing which is executed by the Parties hereto. None of the Parties may assign their rights, duties or obligations under this MOU without the prior written approval of the other. Any purported assignment without said written authorization shall be void.

9.	SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this MOU shall not affect the validity or enforceability of the remaining portions of this MOU, or any part of this MOU not held to be invalid or unenforceable.

10.	EXECUTION IN COUNTERPARTS. This MOU may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

11.	FINAL AGREEMENT. This instrument shall constitute the final and complete expression between the District and the Association relating to the subject matter of this MOU.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the undersigned have executed this MOU effective as of the date set forth above.

ATTEST:	SOMERSET COMMUNITY DEVELOPMENT DISTRICT

WITNESS:

Andrew O'Connell (Sep 24, 202112:51 CDT)

Chairman, Board of Supervisors

ALYS BEACH NEIGHBORHOOD ASSOCIATION, INC.,
a Florida not-for-profit corporation

	
Scott Buchewicz(Sep24, 202111:58 COT)
	
Witness Signature	President, Board of Directors

EXHIBIT A: Designation of Responsibilities

Attachment A: Map of Irrigation Recharge Pipes and Distribution Mains
Attachment B: Map of Streetlighting and Pedestrian Lighting Improvement Locations

Exhibit A

A.	Designation of Responsibilities Relative to Alys Beach Stormwate1· Management System

Facility	Maintenance	Repair	Replacement/	
			Reconstruction	
Roadway Curbs and Gutters	Association	Association	Association	
Roadway Inlets, Including Grates and Inlet Covers	District	District	District	
Underground Inlet Boxes	District	District	District	
Swales/Berms on
Association Common Areas	Association	Association	Association	
Swales/Berms on Property
Owned by District	District	District	District	
Stormwater Management
Pipes and Overflow Outlet Structures	District	District	District	
B.	Designation of Responsibilities Relative to Alys Beach Irrigation System

Facility	Maintenance	Repair	Replacement/	
			Reconstruction	
Irrigation Improvements along 30A within the limits
of Alys Beach	District	District	District	
Irrigation Wells (4) and Irrigation Pump Station
and Lake Marilyn	District	District	District	
Irrigation Recharge Pipes and Distribution Mains (see map attached as
Attachment A)	District	District	District	
Secondary Irrigation System beyond point of connection with Distribution Mains (with the exception of secondary irrigation improvements
w/in 30A)	Association	Association	Association	

C.	Designation of Responsibilities Relative to Beach and Dune Improvements

Event	Entity Responsible	
Renourishment - any action taken to protect, maintain, preserve or enhance the Beaches and Dunes locating within the District, including, but not limited to, restoring or nourishing beach and dune systems, dune protection and restoration activities, construction of erosion control structures, supporting engineering and environmental studies, project monitoring, mitigation and removal of derelict structures
'Beaches' - means the zone of unconsolidated material that extends landward from the mean high-water line to the place where there is a marked change in material or physiographic form, or to the line of permanent vegetation.
'Dunes' - means a mound or ridge of loose sediments, usually sand-sized sediments, lying landward of the Beach and deposited by natural or artificial means.	District	
To the extent it does not interfere with the activities of the District, aesthetic maintenance of the Beaches and Dunes that does not otherwise constitute "Renourishment" as defined
above.	Association	

D.	Designation of Responsibilities Relative to Lighting System

Facility	Maintenance	Repair	Replacement/	
			Reconstruction	
Installed Streetlighting and Pedestrian Pathway Lighting and Utilities Associated with Same (see Attachment B for Fixture
Locations)	District	District	District	

E.	Designation of Responsibilities Relative to Improvements Along 30A Within the Limits of Alys Beach

Facility	Maintenance	Repair	Replacement/	
			Reconstruction	
Irrigation Improvements	District	District	District	
Landscape Improvements	District	District	District	
Lighting Improvements	District	District	District	
Slip Lane Pavers	District	District	District	
Pedestrian Crossing Improvements	District	District	District	
Pedestrian Paths	Association	Association	Association	
Entry
Monumentation/Structures	Association	Association	Association	
Signage Not Associated w/ Traffic	Association	Association	Association	
Roadways	County	County	County	
Traffic Regulation Signage	County	County	County	

Attachment A:
Map of Irrigation Recharge Pipes and Distribution Mains

Attachment B:
Map of Streetlighting and Pedestrian Lighting Improvement Locations

10

Created:

2021-09-24

By:

Kim O'Mera (komera@rizzetta.com)

Status:

Signed

Transaction ID:

CBJCHBCMBMeak03ctgtMAZ8Q3IU4h4m-u7dlbC7o9X

2021-10-01 - Memorandum of Understanding
- Maintenance Responsibilities - HOA, unexecuted - Reduced size
Final Audit Report	2021-09-24

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